File No. 333-109287
U.S.$15,000,000,000
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 SmartNotes.
The Agents have advised us that they may from time to time purchase and sell
SmartNotes in the secondary market, but the Agents are not obligated to do so.
No termination date for the offering of the SmartNotes has been established.
Pricing Supplement No. 39 Trade Date: 07/29/2004
(To Prospectus dated October 24, 2003) Issue Date: 08/03/2004
The date of this Pricing Supplement is July 29, 2004
CUSIP Stated
or Interest Price to Selling
Common Code Rate Maturity Public (1) Concession
----------- -------- -------- -------- -----------
3704A 0NX6 2.800% 02/15/2006 100% 0.1250%
3704A 0NY4 3.500% 08/15/2006 100% 0.3000%
3704A 0NZ1 4.050% 08/15/2007 100% 0.4500%
3704A 0PA4 5.250% 08/15/2009 100% 0.7500%
3704A 0PB2 Float (2) 08/15/2011 100% 1.0000%
3704A 0PC0 Step (3) 08/15/2016 100% 1.4000%
3704A 0PD8 6.300% 08/15/2019 100% 1.6000%
Payment Survivor's Subject to Redemption
Frequency Option Yes/No Date and terms of redemption
--------- ---------- -----------------------------------------
Monthly Yes No
Semi-Annual Yes No
Quarterly Yes No
Semi-Annual Yes No
Quarterly Yes No
Semi-Annual Yes Yes Callable at 100% on 08/15/2007 and
every coupon date thereafter.
Semi-Annual Yes Yes Callable at 100% on 08/15/2007 and
every coupon date thereafter.
(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
sheet.
(2) 3704A0PB2: 3-Month T-Bills + 200 bps, reset quarterly, No Cap
(3) 3704A0PC0: 5.10% for 3 yrs., 7.00% thereafter
The co-agent name Edward Jones & Co., L.P. on the prospectus dated October 24,
2003 should read Edward D. Jones & Co., L.P.
Per Note Total
-------- -----
Public Offering Price ..... 100.00% $15,000,000,000
Agents' Discounts
and Concessions ........... .20%-2.50% $30,000,000-$375,000,000
Proceeds, before
expenses, to General
Motors Acceptance
Corporation ............... 97.50%-99.80% $14,625,000,000-$14,970,000,000
(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.
CHARLES SCHWAB & CO., INC.
CITIGROUP
EDWARD D. JONES & CO., L.P.
FIDELITY CAPITAL MARKETS
a division of National Financial Services LLC
MERRILL LYNCH & CO.
MORGAN STANLEY
UBS FINANCIAL SERVICES INC.
WACHOVIA SECURITIES LLC
October 24, 2003