8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2008 (December 12, 2008)

GMAC LLC
(Exact name of registrant as specified in its charter)

Delaware	1-3754	38-0572512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

     200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (313) 556-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Private Exchange Offers

     On December 12, 2008, GMAC LLC (“GMAC”) announced, among other matters, the results to date of its separate private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ (the “GMAC offers”) and Residential Capital, LLC’s (the “ResCap offers”) outstanding notes and an extension of the early delivery time and expiration date with respect to the GMAC and ResCap offers. GMAC will distribute supplements to the confidential offering memoranda previously distributed with respect to the GMAC and ResCap offers containing certain other changes to the terms and conditions of the GMAC and ResCap offers. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

                 (d)       Exhibits.

Exhibit No.
	Description of Exhibit                                       & nbsp;
99.1	Press release issued December 12, 2008.

SIGNATURES

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

Date: December 15, 2008

GMAC LLC

By:	/s/ David J. DeBrunner
	David J. DeBrunner
	Vice President, Chief Accounting Officer and Controller

EXHIBIT INDEX

Exhibit No.
	Description of Exhibit                        ;
99.1	Press release issued December 12, 2008.

EX-99.1

Exhibit 99.1

GMAC MAKES FINAL AMENDMENTS TO THE EXCHANGE OFFERS AFTER REACHING AGREEMENT WITH A SUBSTANTIAL PORTION OF BONDHOLDERS

Extends the early delivery time to Tuesday, December 16

NEW YORK (Dec. 12, 2008) – GMAC Financial Services (GMAC) today announced that it has amended and extended its separate private exchange offers and cash tender offers to purchase and/or exchange certain of its and its subsidiaries’ (the “GMAC offers”) and Residential Capital, LLC’s (the “ResCap offers”) outstanding notes in order to reflect an agreement in principle reached with representatives of a substantial portion of the outstanding notes.

GMAC said that the amount of notes covered by the agreement in principle on the material terms of the offer represents substantial progress toward attaining the estimated overall participation that would be required to satisfy the condition for a minimum amount of regulatory capital in connection with GMAC’s application to become a bank holding company. However, significant additional participation will also be required. As previously announced, in order for such condition to be satisfied, the estimated overall participation in the offers would be required to be approximately 75% on a pro rata basis. The Federal Reserve has informed GMAC that if GMAC is unable to meet these capital requirements, it will not approve GMAC’s application to become a bank holding company.

GMAC announced that it has extended the early delivery time with respect to the offers to 5:00 p.m., New York City time, on December 16, 2008 and extended the expiration date of the offers to 11:59 p.m., New York City time, on December 26, 2008. The withdrawal deadline with respect to the offers has not been extended.

The amendments include an increase in the annual dividend rate to 9% (to be reduced to 7% after GMAC shall have raised at least $2 billion of new Tier 1 capital, $750 million of which is to be contributed by GMAC’s existing shareholders) and the addition of certain covenants relating to the new guaranteed notes, including restrictions on liens, subsidiary guarantees and asset sales.

To date, approximately $6.8 billion in aggregate principal amount (or 24%) of the outstanding GMAC old notes have been tendered in the GMAC offers and approximately $2.4 billion in aggregate principal amount (or 25%) of the outstanding ResCap old notes have been tendered in the ResCap offers. These results do not include the notes covered by the agreement in principle.

GMAC intends to distribute supplements to the confidential offering memoranda previously distributed with respect to the GMAC and ResCap offers, containing the complete final amendments to the terms and conditions of the GMAC and ResCap offers.

Global Bondholder Services Corporation, the information agent for the offers, is available to assist investors with questions regarding the tender and exchange process or other logistical issues, at (866) 794-2200 (U.S. Toll-free). Documents relating to the offers will only be distributed to holders of the old notes who complete and return a letter of eligibility confirming that they are within the category of eligible investors for this private offer. Noteholders who desire to obtain a copy of the eligibility letter should also contact Global Bondholder Services Corporation.

The securities to be issued in the GMAC offers and the ResCap offers will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws and, unless so registered, such securities may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof.

Accordingly, the GMAC offers are being made only (i) in the United States, to persons who are both “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act (“QIBs”) and “qualified purchasers” (as defined in the GMAC offering memorandum) or (ii) outside the United States, to persons who are not “U.S. persons,” as that term is defined in Rule 902 under the Securities Act and who are also both “non-U.S. qualified offerees” and “qualified purchasers” (each as defined in the GMAC offering memorandum).

The ResCap offers are being made only to (i) in the United States, QIBs, or (ii) outside the United States, persons who are not “U.S. persons,” and who are “non-U.S. qualified offerees.”

Cautionary Statement

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful. The GMAC and ResCap offers are only being made pursuant to the applicable offering memoranda and the related letters of transmittal that GMAC is distributing to eligible holders of the GMAC old notes and ResCap old notes. The GMAC and ResCap offers are not being made to holders of the GMAC old notes or the ResCap old notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the GMAC or ResCap offers to be made by a licensed broker or dealer, the GMAC and Re sCap offers will be deemed to be made on behalf of GMAC by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About GMAC Financial Services

GMAC Financial Services is a global finance company operating in and servicing North America, South America, Europe and Asia-Pacific. GMAC specializes in automotive finance, real estate finance, insurance, commercial finance and online banking. As of December 31, 2007, the organization had $248 billion in assets and serviced 15 million customers. Visit the GMAC media site at http://media.gmacfs.com/ for more information.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform Act of 1995, that are based upon our current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated.

The words “expect,” “anticipate,” “initiative,” “plan,” “intend,” “may,” “would,” “could,” “should,” “believe,” or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All statements contained in or incorporated by reference into this press release, other than statements of historical fact, including, without limitation, statements about our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking statements that involve certain risks and uncertainties.

While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially due to numerous important factors that are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007, as updated by our subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K. Many of these risks, uncertainties and assumptions are beyond our control, and may cause our actual results and performance to differ materially from our expectations. Factors that could cause our actual results to be materially different from our expectations include, among others, the following: the success, or lack thereof, of the GMAC and ResCap offers; the Federal Reserve changing the requirements for approval of GMAC’s application to become a bank holding company under the BHC Act; the success, or lack thereof, of GMAC’s application to become a bank holding company under the BHC Act; and the success, or lack thereof, of the transactions and other initiatives described in this press release. Accordingly, you should not place undue reliance on the forward-looking statements contained or incorporated by reference in this press release. These forward-looking statements speak only as of the date on which the statements were made. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, except where expressly required by law.

Contact:

Gina Proia
917-369-2364
914-714-9166 mobile
gina.proia@gmacfs.com