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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14D-100)

        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 3

                          CREDIT ACCEPTANCE CORPORATION
                       (Name of Subject Company (Issuer))

                          CREDIT ACCEPTANCE CORPORATION
                        (Name of Filing Person (Offeror))

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                           (Title of Class Securities)

                                   225310-10-1
                      (CUSIP Number of Class of Securities)

                                CHARLES A. PEARCE
                               CHIEF LEGAL OFFICER
                         CREDIT ACCEPTANCE CORPORATION
                    25505 WEST TWELVE MILE ROAD, SUITE 3000
                           SOUTHFIELD, MI 48034-8339
                                 (248) 353-2700
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                 WITH A COPY TO:

                               MARK A. METZ, ESQ.
                               DYKEMA GOSSETT PLLC
                             400 RENAISSANCE CENTER
                               DETROIT, MI 48243
                                 (313) 568-6800

                            CALCULATION OF FILING FEE

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TRANSACTION VALUATION*                                  $110,250,000
AMOUNT OF FILING FEE**                                    $11,796.75
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 *  Estimated for purposes of calculating the amount of the filing fee only. The
    amount assumes the purchase of a total of 3,500,000 shares of the
    outstanding common stock at a price of $31.50 per share in cash.

**  The amount of the filing fee equals $107.00 per $1 million of the
    transaction value and is estimated in accordance with Rule 0-11 under the
    Securities Exchange Act of 1934.

[X] Check the box if any part of the fee is offset as provided by Rule
    0-11(a)(2) and identify the filing with which the offsetting fee was
    previously paid. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

    Amount Previously Paid:         $11,796.75
    Form or Registration No.:       Schedule TO
    Filing Party:                   Credit Acceptance Corporation
    Date Filed:                     August 28, 2006

[ ] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

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    This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission ("SEC") on August
28, 2006 ("Schedule TO"), as amended by Amendment No. 1 filed with the SEC on
September 13, 2006 and Amendment No. 2 filed with the SEC on September 15, 2006
by Credit Acceptance Corporation, a Michigan corporation ("CA"), in connection
with the offer by CA to purchase up to 3,500,000 shares of its Common Stock, par
value $.01 per share (the "Shares"), at a price of not less than $28.00 per
Share nor more than $31.50 per Share, net to the seller in cash, without
interest, upon and subject to the terms and conditions set forth in the Offer to
Purchase, dated August 28, 2006 (the "Offer to Purchase"), and the related
Letter of Transmittal (the "Letter of Transmittal"), which together, as each
may be amended or supplemented from time to time, constitute the "Offer" and
which are appended to and filed with the Schedule TO as Exhibits (a)(1)(i) and
(a)(1)(ii), respectively.

    Except as expressly set forth in this Amendment No. 3, all other terms of
the Tender Offer Statement remain unchanged.

ITEM 11. ADDITIONAL INFORMATION.

    Item 11 is hereby amended and supplemented by adding the following
information:

    On September 21, 2006, CA and its wholly-owned subsidiary, Credit Acceptance
Residual Funding LLC, entered into a $50.0 million credit facility with Variable
Funding Capital Company LLC, a multi-seller commercial paper conduit
administered by Wachovia Securities. The Certificate Funding Agreement and the
related press release announcing the facility are filed as Exhibits (a)(5)(vii)
and Exhibit (b)(iii), respectively, to the Schedule TO and are incorporated
herein by reference.

ITEM 12.  EXHIBITS.

    Item 12 is hereby amended and supplemented to add the following:



EXHIBIT NUMBER     DESCRIPTION
- -------------     -----------

                
(a)(5)(vii)        Press release dated September 21, 2006 announcing the
                   completion of a $50.0 million credit facility (incorporated
                   by reference to CA's Form 8-K dated September 20, 2006).

(b)(iii)           Certificate Funding Agreement, dated September 20, 2006
                   between CA, Credit Acceptance Residual Funding LLC, Wachovia
                   Bank National Association, Variable Funding Capital Company
                   LLC and Wachovia Capital Markets, LLC, and agreements related
                   thereto (incorporated by reference to CA's Form 8-K dated
                   September 20, 2006).



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                                   SIGNATURES

    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                     CREDIT ACCEPTANCE CORPORATION

                                     BY: /s/ DOUGLAS W. BUSK
                                         ---------------------
                                         Douglas W. Busk
                                         Treasurer



Dated: September 22, 2006



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