Washington, D.C. 20549

                                    FORM 8-K

                     THE SECURITIES AND EXCHANGE ACT OF 1934

          Date of report (Date of Earliest Event Reported: (10-18-2001)

               (Exact name of registrant specified in its charter)

         (State or other jurisdiction of incorporation or organization)

              1-3754                               38-0572512
       ----------------------------      -------------------------------------
        (Commission File No.)             (I.R.S. Employer Identification No.)

              200 Renaissance Center, Detroit, Michigan 48265-2000

              (Registrant's telephone number, including area code)



     On October 18, 2001,  Fitch downgraded the senior unsecured debt of General
Motors  Corporation (GM) and its financial services  subsidiary,  General Motors
Acceptance Corporation (GMAC) to `A-' from `A' and the corresponding  commercial
paper ratings to `F2' from `F1'. Fitch has removed the Rating Watch Negative and
revised the Rating Outlook to Negative.

     Fitch  stated  the  downgrades   reflect  the  long-term  erosion  in  GM's
competitive position compounded by the recent acceleration in price competition.
Fitch  said  although  market  share  for the "Big  Three"  has  been  gradually
decreasing for years,  incentive  spending has picked up markedly during 2001 as
industry  sales are coming off of a peak in 2000.  Fitch  also  stated  that the
increased competition has been most manifest in pricing, with incentive spending
by the "Big Three" greatly  outpacing the primary foreign  brands.  In addition,
Fitch thought the increased competition, particularly in the light truck segment
where GM has been deriving  much of its profits,  has  negatively  impacted GM's

     In addition,  Fitch stated that GM's North  American  car  operations  have
struggled  to achieve  adequate  returns  even  through  the  cyclical  upswing.
According to Fitch,  intense  competition  from foreign brands,  structural cost
disadvantages,  complex  branding  strategy,  and weak consumer  acceptance have
contributed to uncertainty  regarding GM's long term competitive position in the
North American car market.

     Also,  Fitch said offsetting  these declining trends in GM's North American
operations has been several  successful  product programs in various light truck
categories.  Fitch further stated these new product programs have helped GM stem
its share erosion in the light truck segment and even gain share in certain high
margin sub-categories.

     Further, Fitch explained that outside of North America, Europe continues to
be a drain on GM's global  operations.  Fitch believes the European market faces
persistent  over-capacity and GM's competitive position has weakened. Fitch does
not expect GM's European  operation will be a positive cash  contributor for the
next year or two.

     Fitch feels the Negative  Rating Outlook  reflects the risk that the keenly
competitive  pricing  environment  in North America will continue  unabated into
2002 and meaningfully impact the financial conditions of GM even as it maintains
share  in  a  declining  market.  In  addition,   Fitch  sees  that  significant
over-capacity  in the U.S.  market,  augmented  by weak  market  conditions  and
continuing  capacity  expansion by transplants,  is likely to result in the `Big
Three'  being  forced to bear the brunt of  production  cutbacks as the industry
`right-sizes'  capacity.  Also, Fitch believes high cost structures and existing
labor contracts at the `Big Three' are likely to make this process difficult and
costly.  According  to  Fitch,  the  potential  for  continuing  losses  in  its
international operations is also factored into the Rating Outlook.

     Furthermore,  Fitch stated GM's liquidity is afforded  through $8.1 billion
of  cash  for  automotive  operations  (excluding  Hughes)  and  $3  billion  of
short-term VEBA trust funding at June 30, 2001. Fitch believes unused bank lines
in excess of $5 billion also provide liquidity.  In addition,  Fitch says GM has
the added  flexibility  of monetizing its interest in Hughes and retaining it as
an additional source of liquidity. According to Fitch, while pension funding and
OPEB  obligations  remain  a key  long  term  risk  factor,  GM's  recent  share
contributions  and  WEBA  assets  provides  them  with  the  flexibility  of not
contributing cash for the next few years.  Additionally,  Fitch said significant
"legacy  liabilities'  (related to closed or divested plants) burden GM relative
to its competitors.

     Fitch expects that current industry  dynamics could restrict GM's financial
flexibility  through the next few years.  However,  they also  believe  over the
intermediate  term, GM's scale,  liquidity,  product  development,  distribution
network,  production  capacity,  and access to capital  position  the company to
weather the difficult market  conditions  expected as the industry `right sizes'
capacity. Fitch said the ability to manage structural costs and achieve adequate
returns on capital will remain a significant issue over the longer term.

     Fitch also  stated the ratings of GMAC are driven off of the ratings of the
parent  company.  According to Fitch,  as a captive auto finance  company,  GMAC
helps to facilitate the sale of GM cars and trucks on a worldwide  basis.  Fitch
further said they believe the  performance of the auto finance unit has remained
rather  stable,  although they have been concerned that margins in this business
remain  under  pressure  compared to several  years ago.  Going  forward,  Fitch
anticipates that GMAC will remain a vital part of the GM organization,  although
margins are likely to remain under  pressure as a result of lower  ratings and a
shift  in  the  funding  profile  towards  more  term  borrowings,  as  well  as
securitization.  Fitch  also  believes  returns  are  likely to be  impacted  by
somewhat higher loss rates as a result of a decline in asset quality, reflective
of a weaker  economic  environment  and continued  declining  residual values on
leased automobiles.

     Moreover,  Fitch  believes  GMAC also  continues  to maintain an  extensive
mortgage banking operation. Fitch stated reported earnings in this business have
been good so far in 2001,  however,  earnings in this  business can be volatile,
and could be pressured  somewhat in the future if the economy  weakens  further.
Fitch requires  significant capital to be maintained against the residual assets
that are  generated in the mortgage  banking  operation,  primarily  capitalized
mortgage servicing rights and interest-only  securities.  Fitch further believes
these assets  potentially drain financial  resources,  funding and equity,  away
from the core financing operation.


General Motors Corporation                           From              To
     -   Senior debt                                 A                 A-
     -   Commercial paper                            F1                F2

General Motors Acceptance Corporation
     -   Senior debt                                 A                 A-
     -   Commercial Paper                            F1                F2
     -   Euro commercial paper                       F1                F2
General Motors Acceptance Corporation of Canada, Ltd.
GMAC, Australia (Finance) Ltd.
General Motors Acceptance Corporation (U.K.) plc
GMAC International Finance B.V.
Open Bank GmbH
     -   Senior debt                                 A                 A-
     -   Euro medium-term notes                      A                 A1
     -   Short-term debt                             F1                F2
     -   Euro commercial paper                       F1                F2
GMAC Commercial Mortgage Bank, (Ireland), plc
     -   Euro commercial paper                       F1                F2
     -   Short-term certificates of deposit          F1                F2

                                     # # # #


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned hereunto duly authorized.

                                    GENERAL MOTORS ACCEPTANCE CORPORATION

Dated:  October 22, 2001            By s/ GERALD E. GROSS
                                         (Gerald E. Gross, Controller)