File No. 333-61516
U.S.$8,000,000,000
GENERAL MOTORS ACCEPTANCE CORPORATION
SMARTNOTES(SM)
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
Unless otherwise specified in an applicable pricing supplement, the
SmartNotes will not be listed on any securities exchange, and there can be no
assurance that the SmartNotes offered will be sold or that there will be a
secondary market for the notes.
The Agents have advised GMAC that they may from time to time purchase and
sell notes in the secondary market, but the Agents are not obligated to do so.
No termination date for the offering of the notes has been established.
Pricing Supplement No. 28 Trade Date: 12/20/2001
(To Prospectus dated June 8, 2001) Issue Date: 12/26/2001
The date of this Pricing Supplement is December 20, 2001
CUSIP Stated
or Interest Price to
Common Code Rate Maturity Public 1 Reallowance
----------- -------- -------- -------- -----------
37042 GUN4 4.750% 12/15/2003 100% 0.3000%
37042 GUP9 5.500% 12/15/2004 100% 0.4500%
37042 GUQ7 6.200% 12/15/2006 100% 0.7500%
Payment Survivor's Subject to Redemption
Frequency Option Yes/No Date and terms of redemption
--------- ---------- -----------------------------------------
Quarterly Yes No
Quarterly Yes No
Semi-Annual Yes No
1 Actual Price to Public may be less, and will be determined by prevailing
market prices at the time of purchase as set forth in the confirmation
statement.
Per Note Total
-------- -----
Public Offering Price ..... 100.00% $8,000,000,000
Agents' Discounts
and Concessions ......... .20%-2.50% $16,000,000-$200,000,000
Proceeds, before
expenses, to General
Motors Acceptance
Corporation ............... 97.50%-99.80% $7,800,000,000-$7,984,000,000
(SM) Service Mark of General Motors Acceptance Corporation
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
__________________
ABN AMRO FINANCIAL SERVICES, INC.
A.G. EDWARDS & SONS, INC.
EDWARD JONES & CO., L.P.
FIDELITY CAPITAL MARKETS
a division of National Financial Services LLC
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
PRUDENTIAL SECURITIES
SALOMON SMITH BARNEY
CHARLES SCHWAB & CO. INC.
USB PAINEWEBBER INC.
June 8, 2001