September 7, 2006

Via Facsimile (313) 568-6893

Mark A. Metz, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6800

RE:	Credit Acceptance Corporation
      Schedule TO-I filed August 28, 2006
	File No. 005-45225

Dear Mr. Metz:

      We have the following comments on the above-referenced
filing:

Schedule TO-I
Determination of Validity. . . . page 16

1. We note your statement that "[a]ll questions as to the number
of shares to be accepted, the price to be paid for shares to be
accepted and the validity, form, eligibility . . . and acceptance for
payment of any tender of shares will be determined by CA, in its sole
discretion, and CA`s determination will be final and binding on
all parties."  Please revise this sentence to more precisely define
its scope.  It appears that your interpretation of the terms of the
tender offer may not necessarily be final and binding on all
parties. For example, while you may assert an offer condition when it
is triggered, when parties contest asserted conditions, the judgments
of courts of law are generally considered final and binding in such
matters.  Please make corresponding revisions throughout your
document, including, but not limited to, the last sentence of your
section entitled "Conditions of the Tender Offer."

Conditions of the Tender Offer, page 19

2. We note your seventh offer condition regarding "any change or
event has occurred or is threatened in CA or CA`s subsidiaries`
business, condition (financial or otherwise,) income, operations
or prospects. . . . (emphasis added)"  Please revise to specify or
generally describe the prospects to which you refer and clarify
what you mean by conditions other than financial, so that security
holders will have the ability to objectively determine whether each
condition has been triggered.

3. We reference the first sentence of your seventh offer
condition. Describe what you mean by any change occurring or threatened
in your "stock ownership" that is contemplated.  Finally, tell us why it
is appropriate that you may make such offer condition based on a
"threatened" change as contemplated by this condition.  Please revise
this condition to specify or generally describe what you mean so that
security holders will have the ability to objectively determine
whether the condition has been triggered.

Source and Amount of Funds, page 21

4. Please eliminate the phrase from the last paragraph that the
summary "is qualified in its entirety" by reference to the related
agreements, which are exhibits to the Schedule TO. The
qualification suggests that the offer summary may not be materially
complete.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the Company and its management are in possession of all
facts relating to a Company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      As appropriate, please amend your filing in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

Direct any questions to me at (202) 551-3257.  You may also
Contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions