UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                    FORM 12B-25


                         Notification of Late Filing

        [X] Form 10-K and Form 10-KSB  [  ] Form 20-F  [  ] Form 11-K
                [  ] Form 10-Q and Form 10-QSB [  ] Form N-SAR


  For Period Ended:  December 31, 1996     Commission File Number:     0-25760


                                    PART I

                        GENERAL ACCEPTANCE CORPORATION
            (Exact name of Registrant as specified in its charter)



                                                        Indiana     35-1739977
            (State or other jurisdiction     (IRS Employer Identification No.)
                                             of incorporation or organization)


1025  Acuff  Road
Bloomington,  IN          47404
                       (Address of Principal Executive Offices)     (Zip Code)


                Issuer's telephone number:     (812) 337-6000

      Securities registered pursuant to Section 12(b) of the Act:  None

  Securities registered under Section 12(g) of the Act:  Common Stock, no par
                                    value


                                   PART II

Form  10-K  cannot  be  filed  without  unreasonable effort or expense and the
registrant  seeks  relief  pursuant  to  Rule  12b-25  as  follows:

[X]     (a)   For reasons described in Part III, Form 10-K for the fiscal year
ended  December 31, 1996 cannot be timely filed without unreasonable effort or
expense,  therefore, we are requesting a fifteen (15) day extension of time to
file  such  form.

[X]      (b)   Form 10-K will be filed on or before the 15th day following its
current  due  date  of  March  31,  1996.

[    ]        (c)   The accounting statement or other exhibit required by Rule
12b-25(c)  has  been  attached  if  applicable.


                                   PART III

     The  Company  has  been  involved  in  significant  negotiations with its
primary  lender  and  a  potential  third  party  investor.    Because  of the
significant  amount  of  time  devoted  to these negotiations by the Company's
Chief  Financial Officer and other executive officers, the Company has not had
time  to  complete the Form 10-K for the fiscal year ended December 31, 1996. 
The  Form  10-K  will  be finished promptly and will be filed on or before the
15th  day  after  its  due  date.


                                   PART IV

(1)          Name  and telephone number of person to contact in regard to this
modification:    Martin  C.  Bozarth, Chief Financial Officer, (812) 337-6023.

(2)      Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant  was  required to file such report(s) been filed?  If the answer is
no,  identify  report(s).

                          [X]  Yes          [  ] No

(3)     Is it anticipated that any significant change in results of operations
from  the  corresponding  period for the last fiscal year will be reflected by
the  earnings  statements  to  be  included  in  the subject report or portion
thereof?

                          [X]  Yes          [  ] No

     If  so, attach an explanation of the anticipated change, both narratively
and  quantitatively,  and,  if  appropriate, state the reason why a reasonable
estimate  of  the  results  cannot  be  made.

     The  Company  anticipates  reporting  a loss of $(1.45) per share for the
fiscal year ended December 31, 1996, compared to income of $0.13 per share for
the  fiscal  year ended December 31, 1995.  The loss is due to (i) an increase
in  the  provision  for  credit  losses  due to charge-offs in 1996 which were
higher  than  anticipated,  (ii) higher operating expenses associated with the
Company's  efforts  to  strengthen its management team and further develop its
infrastructure and (iii) the establishment of a $4.7 million valuation reserve
for  deferred  taxes..

     The  Company anticipates that total net revenues will increase from $25.6
million  in  1995  to  $31.0  million in 1996, an increase of $5.4 million, or
21.1%.    The increase is primarily due to higher interest and discount income
associated  with  a  higher  average  level of contracts receivable in 1996 as
compared  to  1995, as well as to higher gross profit on the sale of purchased
and trade automobiles at the Company dealerships in 1996 as compared to 1995. 
The  Company  also  anticipates  that  total expenses will increase from $24.3
million in 1995 to $37.8 million in 1996.  The increase is primarily due to an
increase  in  the provision for credit losses due to charge-offs in 1996 which
were  higher  than  anticipated,  as  well  as  to  higher  operating expenses
associated  with  the  Company's efforts to strengthen its management team and
further  develop  its  infrastructure.





     General  Acceptance Corporation has caused this notification to be signed
on  its  behalf  by  the  undersigned  thereunto  duly  authorized.



Date:           March 31, 1997               By:        /S/  Martin C. Bozarth
                                   Martin  C.  Bozarth
                                   Chief  Financial  Officer