UNITED STATES DISTRICT COURT

              FOR THE EASTERN DISTRICT OF MICHIGAN


EDWIN MILLER, individually and on   )  Case No. 98-70417
behalf of all others similarly      )
situated,                           )
                                    )  CLASS ACTION COMPLAINT
     Plaintiff,                     )  [filed Jan. 29, 1998]
                                    )
     v.                             )  JURY TRIAL DEMANDED
                                    )
CREDIT ACCEPTANCE CORPORATION,      )
DONALD A. FOSS, and RICHARD E.      )
BECKMAN,                            )
                                    )
     Defendants.                    )
                                    )
____________________________________)


          Plaintiff, by his attorneys, for his Class Action 

Complaint (the "Complaint") alleges the following upon personal 

knowledge as to himself and his own acts, and upon information 

and belief based upon the investigation of plaintiff's 

attorneys as to all other matters.  The investigation includes 

the thorough review and analysis of public statements, 

publicly-filed documents of Credit Acceptance Corporation 

("Credit Acceptance" or the "Company"), press releases, news 

articles and the review and analysis of accounting rules and 

related literature.  Plaintiffs believe that further 

substantial evidentiary support will exist for the allegations 

set forth below after a reasonable opportunity for discovery.

                       SUMMARY OF ACTION

          1.   This is a securities class action on behalf 

of public investors who purchased the common stock of Credit 

Acceptance during the period from September 29, 1995 through 

October 22, 1997 (the "Class Period").  Plaintiffs complain 

that Credit Acceptance's financial results, as reported by 

defendants, did not accurately reflect the Company's true 

financial position and results of operations during the Class 

Period.

          2.   Credit Acceptance, a corporation whose 

headquarters are in Southfield, Michigan, is a specialized 

financial services company which provides funding, receivables 

management, collection, sales training and related products and 

services to automobile dealers selling vehicles to customers 

with limited access to traditional sources of consumer credit.

          3.   Throughout the Class Period, Credit Acceptance's 

results, as reported by defendants, did not accurately reflect 

the Company's true financial position and results of 

operations.  The financial results which defendants issued 

failed to be reported in accordance with generally accepted 

accounting principles.  Such results contained material 

accounting irregularities in that they failed to reflect 

adequate reserves for credit losses.  Moreover, defendants 

issued public statements during the Class Period which 

fraudulently created the false impression that the Company's 

accounting practices were proper.

          4.   From the time the truth concerning Credit 

Acceptance's financial condition began to leak out until the 

full extent of Credit Acceptance's improper accounting was 

revealed at the end of the Class Period, the price of the 

Company's common stock fell from a high range of $27-$26 at 

which it sold during late July through late November 1996, to a 

$3.00 close on October 28, 1997.  On October 22, 1997, the last 

day of the Class Period, the company reported a net loss for 

the quarter ended September 30, 1997 of $(27,708,000) or $(.59) 

per share and that credit losses in the amount of $60 million 

was recorded.  Credit Acceptance stock plunged upon the 

disclosure of the true nature of the company's financial 

position and results of operations, and the Class has been 

damaged thereby.

                     JURISDICTION AND VENUE

          5.   This Court has jurisdiction over this 

action pursuant to Section 27 of the Securities Exchange Act of 

1934 (the "1934 Act"), 28 U.S.C. §§ 1331 and 1337.  The claims 

asserted herein arise under, Sections 10(b) and 20(a) of the 

1934 Act, 15 U.S.C. §§78j(b), 78(n), and 78t(a), and Rule 10b-

5, 17 C.F.R. §240.10b-5, promulgated thereunder by the SEC.

          6.   Venue is proper in this District pursuant 

to Section 22 of the 1933 Act, Section 27 of the 1934 Act, 15 

U.S.C. §78aa, and 28 U.S.C. §1391(b).  Many of the defendants 

reside in this District.  Many of the acts giving rise to the 

violations complained of, including the dissemination of false 

and misleading public statements and financial information, 

occurred in this District.

          7.   In connection with the wrongs alleged 

herein, defendants used the instrumentalities of interstate 

commerce, including the United States mails, interstate wire 

and telephone facilities, and the facilities of the national 

securities markets.

                           THE PARTIES

          8.   Plaintiff Edwin Miller purchased shares of 

Credit Acceptance common stock during the Class Period and was 

damaged thereby, as set forth in the Certification filed with 

the initial pleading in this action.

          9.   (a)  Defendant Credit Acceptance is a Michigan 

corporation with Business Headquarters at 25505 W Twelve Mile 

Rd., Suite 3000, Southfield, Michigan 48034.  Credit 

Acceptance, incorporated in Michigan in 1972, is a specialized 

financial services company which provides funding, receivables 

management, collection, sales training and related products and 

services to automobile dealers located in the United States, 

the United Kingdom, Canada and Ireland.  Credit Acceptance 

assists such dealers with the sale of used vehicles by 

providing an indirect financing source for buyers with limited 

access to traditional sources of consumer credit ("Non-prime 

Consumers").  As of December 31, 1996, Credit Acceptance had 

relationships with 5,385 automobile dealers and aggregate gross 

installment contracts receivable of approximately $1.25 

billion.  Credit Acceptance has developed special-purpose 

management information and operating systems, utilizing 

sophisticated computer and telephone interface capabilities, 

which allow it to efficiently accept, manage and collect 

installment contracts written by participating dealers.

               (b)  Credit Acceptance also provides dealers with 

enhancements to the Company's program which provide the Non-

prime Consumer with the opportunity to purchase a number of 

ancillary products, including point-of-sale dual interest 

collateral protection insurance provided by third-party 

insurance carriers, credit life and disability insurance and 

vehicle service contracts offered by dealers.  Through a 

wholly-owned subsidiary, the Company also reinsures credit life 

and accident and health insurance policies issued in 

conjunction with installment contracts originated by dealers.  

To a significantly lesser extent, Credit Acceptance assists 

dealers in financing their inventories and businesses by 

providing floor plan financing and secured working capital 

loans.  As of December 31, 1996, floor plan receivables 

represented 1.4% of total assets while notes receivable 

(representing working capital loans) represented 0.2% of total 

assets.

               (c)  During October 1994, the Company commenced 

operations in the United Kingdom through a subsidiary, offering 

essentially the same services to dealers in the United Kingdom 

as the Company offers in the United States.  In November 1996, 

the Company began operating on a similar basis through 

subsidiaries in Canada and Ireland.

               (d)  Credit Acceptance derives its revenues from 

four principal sources:  (i) servicing fees (which are 

accounted for as finance charges) earned as a result of 

servicing and collecting installment contracts originated and 

assigned to the Company by dealers; (ii) fees charged to 

dealers at the time they enroll in the Company's program; (iii) 

interest and other income earned primarily in connection with 

loans made directly to dealers for floor plan financing and 

secured working capital purposes and commissions related to the 

Company's dual interest collateral protection insurance 

program; and (iv) premiums earned from the Company's insurance 

and service contract programs.

          10.  Defendant Donald A. Foss ("Foss") is 

and was at all relevant times Chairman of the Board and Chief 

Executive Officer of Credit Acceptance.  In 1996 Foss held the 

286 spot on Forbes' national list of 400 wealthiest as a result 

of his ownership interest in Credit Acceptance.  Defendant Foss 

was quoted in and/or responsible for the preparation, approval 

or release of each statement plaintiffs allege was false and 

misleading, including all press releases and regulatory 

filings.  In addition, by virtue of his positions as Chairman 

and Chief Executive Officer, Foss was under a continuing duty 

to direct and control the operations of Credit Acceptance, to 

exercise due care and diligence in those operations, and to 

oversee and review all corporate operations, including the 

filing of documents with the SEC and the making of public 

statements.  During the Class Period, defendant Foss sold 

approximately 2,425,000 shares of Credit Acceptance common 

stock at artificially inflated prices, while in possession of 

undisclosed, materially adverse information about the Company.  

Defendant Foss yielded total proceeds of approximately $60 

million dollars from these insider sales of Credit Acceptance 

stock.  The financial misrepresentations disseminated by 

defendants during the Class Period created the illusion that 

Credit Acceptance was experiencing revenue growth.  By 

misrepresenting Credit Acceptance's financial condition, 

defendants were able to portray more attractive earnings to 

investors, enabling defendant Foss to sell a large portion of 

his holdings in the Company at a profit.

          11.  Defendant Richard E. Beckman ("Beckman") 

is and was at all relevant times the President and Chief 

Operating Officer of Credit Acceptance.  During the Class 

Period, defendant Beckman sold approximately 80,000 shares of 

Credit Acceptance common stock at artificially inflated prices, 

while in possession of undisclosed, materially adverse 

information about the Company.  Defendant Foss yielded total 

proceeds of approximately $2 million dollars from these insider 

sales of Credit Acceptance stock.  

          12.  By virtue of their positions as officers and/or 

directors of the Company, the defendants named in paragraphs 

10-11 above (the "Individual Defendants") had the authority and 

ability to and, in fact, controlled the contents of the 

Company's annual and quarterly reports filed with the SEC, and 

press releases.  Further, the actions of the Individual 

Defendants during the Class Period caused the material 

misstatement of the Company's financial condition and results 

as alleged herein.  The Individual Defendants were aware of the 

contents of the Company's publicly disseminated reports and 

press releases alleged herein to be misleading prior to their 

issuance and had the ability and opportunity to prevent their 

issuance or cause them to be corrected, but failed to do so.  

Each of the Individual Defendants were signatories to the 

Registration Statement and some, if not all, of the other 

filings described herein.

                    CLASS ACTION ALLEGATIONS

          13.  Plaintiff brings this action as a 

class action pursuant to Rules 23(a) and 23(b)(3) of the 

Federal Rules of Civil Procedure, individually and on behalf of 

all other persons or entities who purchased or acquired Credit 

Acceptance during the Class Period and were damaged thereby, 

excluding the defendants herein, their affiliates and any 

officers or directors of Credit Acceptance or its affiliates, 

and any members of immediate families and their heirs, 

successors and assigns (the "Class").

          14.  The Class is so numerous that joinder 

of all the members of the Class is impracticable.  Plaintiff 

believes there are hundreds of record holders of the Company's 

common stock located throughout the United States.

          15.  Plaintiff's claims are typical of the 

claims of absent Class members.  Members of the Class have 

sustained damages arising out of defendants' wrongful conduct 

in violation of the federal securities laws in the same way as 

the plaintiff sustained damages from the unlawful conduct.

          16.  Plaintiff will fairly and adequately 

protect the interests of the Class.  He has retained counsel 

competent and experienced in class and securities litigation.

          17.  A class action is superior to other 

available methods for the fair and efficient adjudication of 

the controversy.  The Class is numerous and geographically 

dispersed.  It would be impracticable for each member of the 

Class to bring a separate action.  The individual damages of 

any member of the Class may be relatively small when measured 

against the potential costs of bringing this action, and thus 

make the expense and burden of this litigation unjustifiable 

for individual actions.  In this class action, the Court can 

determine the rights of all members of the Class with judicial 

economy.  Plaintiff does not anticipate any difficulty in the 

management of this suit as a class action.

          18.  Common questions of law and fact exist 

as to all members of the Class and predominate over any 

questions affecting solely individual members of the Class.  

These questions include, but are not limited to, the following:

               a.   whether defendants' conduct as alleged 

herein violated the federal securities laws;

               b.   whether the SEC filings, press 

releases and statements disseminated to the investing public 

during the Class Period misrepresented Credit Acceptance's 

financial condition and results;

               c.   whether defendants acted knowingly or 

recklessly in omitting and/or misrepresenting material facts;

               d.   whether the market price of Credit 

Acceptance common stock during the Class Period was artificially inflated; and

               e.   whether the members of the Class have 

been damaged, and if so, what is the proper measure of damages.

          19.  The statutory safe harbor provided for 

forward-looking statements under certain circumstances does not 

apply to any of the allegedly false statements pleaded in this 

Complaint.  To the extent that the Complaint alleges that any 

forward-looking statements were materially misleading, the 

defendants made no meaningful cautionary statements identifying 

important factors that could cause actual results to differ 

materially from those in the purportedly forward-looking 

statements and in fact, defendants had no reasonable basis for 

their forward looking statements.

                       FACTUAL BACKGROUND

          20.  It is well noted that Credit Acceptance is one 

the leading competitors in the high risk auto loan industry.  

On August 15, 1994 in Barron's article entitled Used Car Loans:  

Suddenly Sexy, Andrew Bary noted:

          "The rising star in the group, and the one 
          mentioned most often as the `next Mercury,' 
          is Credit Acceptance, which makes money by 
          dealing with the worst credit risks.  `If 
          Mercury says it rejects three of every four 
          borrowers, we're interested in those other 
          three,' says Donald Foss, the company's 
          chief executive, founder and largest 
          shareholder.  Credit Acceptance has 
          succeeded despite dealing with delinquency 
          rates that run 50% or more, levels that 
          would drive bankers crazy.  `Collection is 
          our specialty,' Foss says.

          "Credit Acceptance, based in Southfield, 
          Mich., insulates itself from losses by 
          buying loans from car dealers at about half 
          their face value.  As the borrower pays off 
          full value of the loan, Credit Acceptance 
          gets its principal back first, and then the 
          remaining payments are split 80-20, with 
          the larger share going to the dealer."

          21.  Other financial periodicals noted Credit 

Acceptance's aggressive business style.  In the June 28, 1995 

Wall Street Journal article by staff reporter Michael Selz 

entitled, Last-Ditch Loans: Bankrupts Who Drive Are Lucrative 

Market To a Growing Lender -- Credit Acceptance Corp. Uses High 

Rates of Interest And Plenty of Repo Men -- A Deal for Used-Car 

Dealers, he stated:

          "Few enterprises go after such borrowers 
          more zealously than Credit Acceptance.  
          Some critics assail its aggressive 
          collection methods.  Others question the 
          company's low level of reserves against 
          loan defaults and the way it claims to 
          protect itself against them -- a two-step 
          system of initially paying car dealers for 
          only part of loans it buys from them, and 
          then pooling these loans.

                               * * *

          "Other critics say Credit Acceptance's 
          accounting practices may be as aggressive 
          as its bill collection.  The company has 
          reserves for potential losses equal to only 
          1% of its loan portfolio.  That is one-
          seventh the level of reserves at Mercury 
          Finance Co., Northbrook, Ill., the largest 
          used-car finance company.  Yet Mercury 
          makes much more conservative loans and says 
          only 0.8% of them are 60 days or more past 
          due.  At Credit Acceptance, where more than 
          25% of loans are at least 120 days overdue, 
          the lower reserves boost reported earnings, 
          but possibly expose the company to future 
          write-offs.

          "Credit Acceptance says its reserves are
          sufficient because it obligates dealers to 
          accept much of the risk for loan defaults.  
          Like many other auto-finance companies, 
          Credit Acceptance buys loans from dealers 
          at a discount.  But unlike companies such 
          as Mercury, it initially hands over to the 
          dealer only part of the loan's discounted 
          purchase price, in the form of a so-called 
          advance.

          "Credit Acceptance says it combines the 
          debt it buys from each dealer into pools of 
          100 or more loans.  It pays dealers the 
          rest of their money only after recovering 
          enough from borrowers to cover a pool's 
          dealer advances.  The pooled money it 
          withholds mitigates the risk that borrowers 
          will default before Credit Acceptance 
          recovers all of its up-front payments, says 
          Richard Beckman, vice chairman and chief 
          financial officer.  In such a case, Credit 
          Acceptance doesn't have to pay the dealer 
          the balance of the loan purchase price.  
          And it can make up its loss on the advance 
          out of loan repayments it otherwise would 
          have handed over.  The dealer, of course, 
          commonly mitigates its risk by charging a 
          high price for the car."

          22.  Until the most recent quarter, Credit Acceptance 

had five years of successive and progressive, incremetally 

managed quarterly earnings increases as exemplified in the 

chart below:

Sales Date               Primary (MIL)             Shares EPS

97Q3 (09/97)                  40.9                   -.60
97Q2 (06/97)                  44.9                    .26
97Q1 (03/97)                  41.8                    .26
96Q4 (12/96)                  35.7                    .25
96Q3 (09/96)                  32.5                    .23
96Q2 (06/96)                  29.3                    .22
96Q1 (03/96)                  26.6                    .20
95Q4 (12/95)                  24.0                    .19
95Q3 (09/95)                  22.6                    .18
95Q2 (06/95)                  20.7                    .17
95Q1 (03/95)                  17.7                    .15
94Q4 (12/94)                  16.3                    .14
94Q3 (09/94)                  15.1                    .14
94Q2 (06/94)                  12.8                    .12
94Q1 (03/94)                  10.1                    .10
93Q4 (12/93)                   8.7                    .09


     Furthermore the analyst expected $.27 earnings per share 

in 97Q3.

     From 1992 to 1996, Credit Acceptance's revenues soared 

from $* million to almost $* million.

          23.  In order to continue portraying themselves as a 

successful growth company and maintain their expected growth, 

Credit Acceptance resorted to utilizing misleading accounting 

practices.

          24.  In each quarter during the class period the 

Company reported its credit reserves ("ALLOWANCE FOR CREDIT 

LOSSES").  The amounts reported as reserves for credit losses 

were false and misleading in that they were not reported in 

accordance with general accepted accounting principles, 

specifically, Statement of Financial Accounting Standard No. 5 

and the principles described at paragraph *, below.  As a 

result, Credit Acceptance quarterly reported results, including 

its net income and earnings, were materially overstated.

          25.  Prior to the Company's October 22, 1997 press 

release reporting the huge credit loss reserve, Credit 

Acceptance's May 15, 1997 10-Q states its credit policy and 

experience as the following:

          "The Company maintains an allowance for 
          credit losses which, in the opinion of 
          management, adequately reserves against 
          expected future losses in the portfolio of 
          receivables.  The risk of loss to the 
          Company related to the installment 
          contracts receivable balance relates 
          primarily to the earned but unpaid 
          servicing fee or finance charge recognized 
          on contractually delinquent accounts.  To 
          the extent that the Company does not 
          collect the gross amount of the contract, 
          the remaining gross installment contracts 
          receivable balance is charged off against 
          dealer holdbacks, unearned finance charges, 
          and the allowance for credit losses.  The 
          Company also maintains a reserve against 
          advances to dealers that are not expected 
          to be recovered through collections on the 
          related installment contract receivable 
          portfolio.  Advance balances are reviewed 
          by management on a monthly basis, and those 
          which are deemed to be unrecoverable are 
          charged against the reserve.  Credit loss 
          experience, changes in the character and 
          size of the receivables portfolio, the 
          advance balance and management's judgment 
          are primary factors used in assessing the 
          overall adequacy of the allowance and 
          advance reserve and the resulting 
          provisions for credit losses.  Ultimate 
          losses may vary from current estimates and 
          the amount of the provision, which is a 
          current expense, may be either greater or 
          less than actual charge offs."

          26.  Also, in the Company's May 15, 1997 10-Q the 

Company states:

          "The Company's relatively low level of 
          amounts charged against the allowance for 
          credit losses is due to, among other 
          factors:

          "(i)  the requirement that each installment 
          contract accepted must meet established, 
          formula-based criteria prior to the Company 
          making an advance on such contract;

          "(ii) experienced personnel, using 
          computer-assisted accounts receivable 
          management and collection systems;

          "(iii) the security interest the Company 
          receives in the vehicle at the time it 
          accepts an installment contract; and

          "(iv) the high level of dealer holdbacks, 
          relative to the amount of installment 
          contracts."


          27.  Subsequent to the Company's October 22, 1997 

press release reporting the Company's poor financial health in 

the November 14, 1997 10-Q Credit Acceptance states the 

following provision for credit losses:

          "The amount provided for credit losses, as 
          a percent of total revenue, increased from 
          10.5% and 10.0% for the three and nine 
          months ended September 30, 1996 to 156.7% 
          and 61.8% for the same periods in 1997.  
          These increases are primarily the result of 
          a non-cash charge recorded to reflect an 
          enhancement in the Company's methodology 
          for estimating its reserve for advances 
          made possible by a new loan servicing 
          system implemented at the Company's U.S. 
          and Canadian operations during the three 
          months ended September 30, 1997.  Utilizing 
          the new information made available upon the 
          successful implementation of this new 
          system, the Company undertook an extensive 
          review of its exposure related to dealer 
          advances using a static pool analysis on a 
          per dealer basis.  In order to reflect the 
          impact of this analysis on the Company's 
          advance reserve, a provision for credit 
          losses in the amount of $60.0 million was 
          recorded.  In electing to take a charge of 
          this magnitude, the Company believes that 
          it has reflected the full impact of 
          implementing the new loan servicing system 
          and the information now available.  
          Consistent with Statement of Financial 
          Accounting Standards No. 114 `Accounting by 
          Creditors for Impairment of a Loan', one 
          component of this charge, approximately 
          $30.0 million, results from the present 
          valuing of future cash flows used to 
          determine the advance reserve in order to 
          achieve a level yield over the remaining 
          term of the advance equal to the expected 
          yield at the origination of the impaired 
          advance.

          28.  Credit Acceptance's reported financial 

statements and reported results for each quarter of the class 

period violated GAAP for the following reasons, among others:

               a.   The principle of fair presentation 

("presents fairly") was violated;

               b.   The principle of adequacy and fairness of 

disclosure was violated;

               c.   The principle of materiality concerning 

information that is significant enough to affect evaluation or 

decisions was violated (FASB Statement of Concepts No. 1 and 

No. 2);

               d.   The principle that the financial 

information presented should be complete was violated (FASB 

Statement of Concepts No. 2);

               e.   The principle that the substance rather 

than the form of a transaction should be reflected was violated 

(FASB Statement of Concepts No. 2);

               f.   The principle that items included in the 

financial statements be reliably corroborated by outside 

evidence (verifiability) was violated (FASB Statement of 

Concepts No. 2);

               g.   The principle that the financial statement 

should contain and disclose relevant, understandable and timely 

information for the economic decisions of the user was violated 

(FASB Statement of Concepts No. 2);

               h.   The principle that the financial statement 

provide reliable financial information about the enterprise for 

the economic decisions of the user was violated (FASB Statement 

of Concepts No. 1 and No. 2);


               i.   The principle that estimated losses should 

be accrued was violated (FASB Statement No. 5);

               j.   The principles governing interim reporting 

was violated (Accounting Principles Board Opinion No. 28).

          29.  As a result of the improper and misleading 

accounting practices set forth above, Credit Acceptance's 

financial statements which were publicly disseminated during 

the class period were materially false and misleading because 

its financial statements were not prepared in accordance with 

generally accepted accounting principles and were not prepared 

pursuant to the rules and regulations of the SEC.  These 

financial statements did not reflect all reserves and 

adjustments necessary to present fairly the financial condition 

of Credit Acceptance.  For all of these reasons, and those set 

forth above, Credit Acceptance's net income and net assets were 

overstated in material amounts throughout the Class Period.

          30.  On October 22, 1997 Credit Acceptance reported 

the following in a press release:

          "Credit Acceptance Corp. Reports Financial 
          Results.

          "SOUTHFIELD, Mich. -- Oct. 22, 1997 -- 
          Credit Acceptance Corporation (Nasdaq/ NMS: 
          CACC) today reported a net loss for the 
          quarter ended September 30, 1997 of 
          $(27,708,000) or $(.59) per share compared 
          to net income of $10,643,000 or $.23 per 
          share for the same period in 1996.  The 
          loss for the quarter was generated as a 
          direct result of a non-cash charge recorded 
          to reflect an enhancement in the Company's 
          methodology for estimating its reserve for 
          advances made possible by a new loan 
          servicing system implemented during the 
          quarter.  Utilizing the new information 
          made available upon the successful 
          implementation of this new system, the 
          Company undertook an extensive review of 
          its exposure related to dealer advances 
          using a static pool analysis on a per 
          dealer basis.  In order to reflect the 
          impact of this analysis on the Company's 
          advance reserve, a provision for credit 
          losses in the amount of $60 million was 
          recorded.  In electing to take a charge of 
          this magnitude, the Company believes that 
          it has reflected the full impact of 
          implementing the new loan servicing system 
          and the information now available.  
          Consistent with Statement of Financial 
          Accounting Standards No. 114 `Accounting by 
          Creditors for Impairment of a Loan', one 
          component of this charge, approximately $30 
          million, results from the present valuing 
          of future cash flows used to determine the 
          advance reserve in order to achieve a level 
          y unpaid revenue on installment 
          contracts receivable and a lower finance 
          charge yield.  The Company implemented this 
          change in an effort to more quickly 
          identify unprofitable dealer relationships.

          "The Company stated that it has obtained 
          waivers from its lenders, including the 
          holders of its senior notes and the banks 
          under its credit agreement, of compliance 
          with the fixed charge coverage ratio 
          covenant in agreements relating to the 
          Company's indebtedness.  Such waivers will 
          be effective through December 15, 1997, and 
          the Company intends to use this time to 
          negotiate longer term amendments.

          "Donald A. Foss, Chairman and Chief 
          Executive Officer of the Company, stated 
          that `the enhancement to the Company's 
          reserve methodology results from the 
          Company's efforts to improve the level of 
          operating information available to senior 
          management to more effectively manage the 
          business and its growth.  in that 
          connection, the Company has recently 
          deployed proprietary management information 
          and reporting software which allows for the 
          detailed analysis of the Company's 
          portfolio on a dealer-by-dealer basis, 
          replacing technology which, while 
          sophisticated in the consumer finance 
          industry, did not allow for the level of 
          analysis that is now possible.

          "Richard E. Beckman, President of the 
          Company, commented that `the new level of 
          information available to us will allow us 
          to better identify dealers that have not 
          provided us with profitable business, 
          allowing us to focus our resources to 
          enhance our services to our remaining 
          dealers.  We believe that this presents 
          opportunities for the Company to grow while 
          mitigating risk that is inherent in our 
          business.  At the same time it allows us to 
          manage our cash more efficiently without as 
          much dependence on borrowings to support 
          contract originations.'

          "In an unrelated matter, the Company stated 
          that Mr. Thomas A. FitzSimmons, formerly a 
          partner in William Blair & Company, LLC, 
          the investment banking firm that took the 
          Company public in 1992 and a Director of 
          the Company since 1994, has been appointed 
          an Executive Vice President of the Company 
          and Managing Director of Credit Acceptance 
          Corporation UK Limited, effective October 
          1, 1997.  Mr. FitzSimmons will continue to 
          serve as director of the Company.

          "The statements made above with respect to 
          expected provision levels, profitability 
          and expected reductions in the Company's 
          dependence on borrowings are `forward 
          looking statements' within the meaning of 
          the Securities Exchange Act of 1934 and are 
          subject to a number of risks and 
          uncertainties.  These include the potential 
          for greater then expected increase in non-
          accrual contracts, the potential for lower 
          than expected contract originations, the 
          availability of financing to support the 
          Company's operations and the various other 
          factors discussed in the Company's annual 
          and quarterly reports filed with the 
          Securities and Exchange Commission.

          "Credit Acceptance Corporation is a 
          specialized financial services company 
          which provides funding, receivables 
          management, collection, sales training and 
          related products and services to automobile 
          dealers selling vehicles to consumers with 
          limited access to traditional sources of 
          consumer credit."

          31.  Following the October 22, 1997 press release, 

market analysts lowered their ratings on Credit Acceptance.  

For example, Standard & Poor's lowered the Company's ratings 

outlook to "negative from stable".

          32.  Furthermore, Standard & Poor's stated that it, 

          "[L]owered its counterparty credit rating of Credit 
          Acceptance Corp. (CAC) to double-`B' from triple-`B'-
          minus.  The rating on the company's $300 million 
          shelf registration was lowered to preliminary double-
          `B' from preliminary triple-`B'-minus.  No debt has 
          been drawn down from the shelf.

          "The ratings outlook was revised to 
          negative from stable.

          "The downgrade and outlook change are based 
          on the company's announcement that losses 
          were greater than expected, as well as the 
          industry's increased competitive dynamics.  
          CAC also announced that it would be adding 
          approximately $60 million to reserves in 
          the third quarter of 1997.  This provision 
          consists of three parts.  First, the 
          company will be adding approximately $25 
          million to reserves of $19 million after a 
          re-evaluation of the company's losses upon 
          implementation of a new loan loss 
          monitoring system.  Second, the company 
          will add another #30 million to reserves 
          based on CAC's accountants' determination 
          that the company is subject to FAS 114 
          regulations, which states that impaired 
          assets should be accounted for on a 
          discounted basis.  This $30 million 
          adjustment will be earned back into income 
          over time.  Finally, the company is adding 
          a standard quarterly provision of $5 
          million.  In addition, the company's U.K. 
          operation has performed below expectations 
          and the company announced that is will cut 
          back on production in that unit.

          "While these adjustments result in CAC's 
          violation of certain fixed-charge coverage 
          dbt covenants, the company has received 
          waivers from a sufficient percentage of its 
          lenders so that this technical violation 
          does not result in any debt acceleration.  
          The company is expected to be able to fund 
          its ongoing operations through its internal 
          cash flows, as well as though continued use 
          of its revolving debt facilities.

          "OUTLOOK:  NEGATIVE

          "Although the announced writedowns are on-
          time events, Standard & Poor's is concerned 
          over the general deterioration of the 
          company's loan portfolio, as well as the 
          industry's increased competitive dynamics, 
          Standard & Poor's said. -- Credit Wire."

          33.  Other analysts also had negative views on the 

Company:
          "Analyst Lewis said his view is that Credit 
          Acceptance, a hot growth stock for much of 
          its history, tried to grow too fast.

          "`I think they had this pressure to grow 
          . . . and they just went ahead and did that 
          and probably compromised some basic tenets 
          they had been using before in terms of the 
          quality of the loans and the quality of the 
          dealers they were lending to,' he said.

          "`It's not uncommon for finance companies 
          to do this, to go out and originate a ton 
          of assets so they can show a lot of growth, 
          and then several quarters down the line 
          have these huge losses.  It's a pretty old 
          story'.

          "Lewis said Credit Acceptance's growth path 
          probably will be muted from now on:  `Their 
          focus now is clearly on survival, not 
          growth.'"

Defendants' False and Misleading Information

          34.   During the Class Period, defendants 

materially misled the investing public, thereby inflating the 

price of Credit Acceptance securities, by publicly issuing 

false and misleading statements and omitting to disclose 

material facts necessary to make defendants' statements, as set 

forth herein, not false and misleading.  Said statements and 

omissions were materially false and misleading in that they 

failed to disclose material adverse information and 

misrepresented the truth about the company.

          35.  Credit Acceptance's January 24, 1997 

announcement that it has, "entered into a strategic 

alliance with Capricorn where Credit Acceptance will 

offer its core services, including call center support to 

clients of Capricorn," was a false and misleading statement.  

It was subsequently revealed in the Barron's article that the 

true nature of the agreement between Credit Acceptance and 

Capricorn was for Capricorn to pay for the licensing of Credit 

Acceptance's software.  The licensing of software has never 

been considered part of Credit Acceptance's "core service".  

These problems were operative throughout the Class Period and 

contrary to and/or discredited by defendants' statements 

disseminated to the investing public.

Credit Acceptance's Guidance To Securities Analysts And Use Of
Them As A Conduit To Provide False Information To The
Securities Markets

          36.  As described below, among other wrongful 

conduct, defendants used communications with securities 

analysts to promote the Company and to artificially inflate the 

price of Credit Acceptance stock during the Class Period.

          37.  At all relevant times, Credit Acceptance was 

followed by securities analysts employed by brokerage houses 

which issue reports and make recommendations concerning Credit 

Acceptance's common stock to their clients.  Among the several 

securities firms that followed the Company during the Class 

period were Robert Baird & Co. and Saloman Brothers.

          38.  In writing their reports, these analysts relied 

in substantial part upon information provided by the Company, 

public statements and reports of the Company, information 

provided to them privately by defendants and assurances by 

defendants and the Company that information in the analysts' 

reports did not materially vary from the Company's internal 

knowledge of its operations and prospects.

          39.  Defendants used their communications with 

analysts to assure them that their analysis and estimates of 

Credit Acceptance's business were accurate and repeatedly 

advised securities analysts that the Company was on track to 

achieve strong earnings and earnings growth.

          40.  Prior to and during the Class Period, it was the 

Company's practice to have its top officers and key members of 

its management team communicate regularly with securities 

analysts at the firms identified above (and others), on a 

regular basis, to discuss, among other things, the Company's 

operating results and anticipated revenues and to provide 

detailed "guidance" to these analysts with respect to the 

Company's business and anticipated revenues and earnings.  

These communications included, but were not limited to, 

conference alls, meetings, and analyst briefings where the 

defendants discussed relevant aspects of the Company's 

operations and financial prospects.  Additionally, as described 

below, Credit Acceptance representatives -- including certain 

of the Individual Defendants -- also attended "conferences" 

sponsored by different organizations throughout the Class 

Period and sponsored "conference calls" with securities 

analysts and institutional investors in connection with 

releases of earnings announcements and other major corporate 

events during which they promoted the Company's stock by 

disseminating materially misleading information about the 

Company.

          41.  The defendants knew that by participating in 

these regular and periodic direct communications with analysts, 

the Company could disseminate information to the investment 

community and that investors and the market would rely and act 

upon such information (i.e., make purchases of the Company's 

securities).  The Individual Defendants had these 

communications with analysts in order to cause or encourage 

them to issue favorable reports concerning Credit Acceptance -- 

which the analysts did  -- and defendants used these 

communications to falsely present the operations and allegedly 

successful prospects of Credit Acceptance to the marketplace in 

order to artificially inflate the market price of Credit 

Acceptance's common stock.  Despite their duty to do so, the 

Individual Defendants failed to correct these statements (of 

which they were the sources of which they had caused or 

facilitated) during the Class Period.

          42.  The investment community and, in turn, 

investors, relied and acted upon the information communicated 

in these written reports that repeatedly recommended that 

investors purchase Credit Acceptance common stock.  Defendants 

manipulated and inflated the market price of Credit Acceptance 

stock by falsely presenting to analysts, through regular 

meetings and during both telephonic and written communications, 

the prospects of the Company and by failing to disclose the 

true adverse information about the Company that was known only 

to them.

          43.  During the Class Period, each Individual 

Defendant occupied a position that made him privy to non-public 

information concerning Credit Acceptance.  Because of this 

access, each of these defendants knew that the adverse facts 

specified herein were being concealed and that the public 

statements being made by the Company were false.

          44.  The market for Credit Acceptance's activities 

was open, well-developed and efficient at all relevant times.  

As a result of these materially false and misleading statements 

and failures to disclose the full truth about Credit Acceptance 

and its business, earnings momentum and future prospects, 

Credit Acceptance common stock traded at artificially inflated 

prices during the entire Class Period, reaching a Class Period 

high of $27.00 per share, until the time the adverse 

information described above was finally provided to and 

digested by the securities markets.  Plaintiffs and other 

members of the Class purchased or otherwise acquired Credit 

Acceptance securities relying upon the integrity of the market 

price of Credit Acceptance stock and market information 

relating to Credit Acceptance, or in the alternative, upon 

defendants' false and misleading statements, and in ignorance 

of the adverse, undisclosed information known to defendants, 

and have been damaged thereby.

Defendants' Knowing or Reckless Disregard of the
False and Misleading Financial Statements

          45.  Defendants' false representations and 

material omissions were made with scienter in that: defendants 

knew or recklessly disregarded that the public documents and 

statements issued or disseminated by Credit Acceptance were 

materially false and misleading as described above; knew or 

were reckless in not knowing that the false financial results 

would be issued or disseminated to the investing public; and 

knowingly and substantially participated in the preparation 

and/or issuance or dissemination of such statements or 

documents.  The following factors indicate that defendants made 

the misrepresentations knowingly or with reckless disregard for 

the truth:

               a.   Throughout the Class Period, Defendant Foss 

sought to maintain the price of Credit Acceptance common stock 

so that he could, at the same time, sell approximately 

2,425,000 thousand shares for net proceeds of approximately $60 

million.

Inapplicability of Statutory Safe Harbor

          46.  The statutory safe harbor provided for forward-

looking statements under certain circumstances does not apply 

to any of the allegedly false statements pleaded in this 

complaint.  Many of the statements pleaded herein were not 

specifically identified as "forward-looking statements" when 

made.  To the extent there were any forward looking statements, 

there were no meaningful cautionary statements identifying the 

important then-present factors that could and did cause actual 

results to differ materially from those in the purportedly 

forward-looking statements.  Alternatively, to the extent that 

the statutory safe harbor does apply to any forward-looking 

statements pleaded herein, defendants are liable for those 

false forward-looking statements because at the time each of 

those forward-looking statements was made, the particular 

speaker knew that the particular forward-looking statement was 

false or misleading, and/or the forward-looking statement was 

authorized and/or approved by an executive officer of Credit 

Acceptance who knew that those statements were false when made.

          47.  Any warnings contained in the press releases and 

the financial statements quoted herein were generic statements 

of the kind of risks that affect any high-tech computer company 

and misleadingly contained no specific factual disclosure of 

any of the looming problems with Credit Acceptance which placed 

Credit Acceptance's profitability and growth at risk.

                            COUNT I

        VIOLATIONS OF SECTION 10(b) OF THE EXCHANGE ACT
             AND RULE 10b-5 PROMULGATED THEREUNDER
                     AGAINST ALL DEFENDANTS

          48.  Plaintiff repeats and realleges each and 

every allegation contained in paragraphs 1 through 43 above 

as if fully set forth herein except for those allegations 

alleging fraud.

          49.  At all relevant times, the defendants, 

individually and in concert, directly and indirectly, by the 

use and means of instrumentalities of interstate commerce 

and/or of the mails, engaged and participated in a continuous 

course of conduct whereby they knowingly and/or recklessly made 

and/or failed to correct public representations which were or 

had become materially false and misleading regarding Credit 

Acceptance's financial results and operations.  This continuous 

course of conduct resulted in the defendants causing Credit 

Acceptance to publish public statements which they knew, or 

were reckless in not knowing, were materially false and 

misleading, in order to artificially inflate the market price 

of Credit Acceptance stock and which operated as a fraud and 

deceit upon the members of the Class.

          50.  Defendant Credit Acceptance is a direct 

participant in the wrongs complained of herein.  The 

Individual Defendants are liable as direct participants in and 

as controlling persons of the wrongs complained of herein.  By 

virtue of their positions of control and authority as officers 

and directors of Credit Acceptance, the Individual Defendants 

were able to and did, directly or indirectly, control the 

content of the aforesaid statements relating to the Company, 

and/or the failure to correct those statements in timely 

fashion once they knew or were reckless in not knowing that 

those statements were no longer true or accurate.  The 

Individual Defendants caused or controlled the preparation 

and/or issuance of public statements and the failure to correct 

such public statements containing misstatements and omissions 

of material facts as alleged herein.

          51.  The Individual Defendants had actual 

knowledge of the facts making the material statements false and 

misleading, or acted with reckless disregard for the truth in 

that they failed to ascertain and to disclose such facts, even 

though same were available to them.

          52.  In ignorance of the adverse facts 

concerning Credit Acceptance's business operations and 

earnings, and in reliance on the integrity of the market, 

plaintiff and the members of the Class acquired Credit 

Acceptance common stock at artificially inflated prices and 

were damaged thereby.

          53.  Had plaintiff and the members of the 

Class known of the materially adverse information not disclosed 

by the defendants, they would not have purchased Credit 

Acceptance common stock at all or not at the inflated prices 

paid.

          54.  By virtue of the foregoing, defendants 

have violated Section 10(b) of the 1934 Act and Rule 10b-5 

promulgated thereunder.

                            COUNT II

           VIOLATION OF SECTION 20(a) OF THE EXCHANGE
              ACT AGAINST THE INDIVIDUAL DEFENDANTS

          55.  Plaintiff repeats and realleges each and 

every allegation contained in paragraphs 1 through 54 above 

as if fully set forth herein except for those alleging fraud.

          56.  This count is asserted against the 

Individual Defendants and is based upon Section 20(a) of the 

1934 Act.

          57.  The Individual Defendants, by virtue of 

their offices, directorships, stock ownership and specific 

acts were, at the time of the wrongs alleged herein and as set 

forth in Count I, controlling persons of Credit Acceptance 

within the meaning of Section 20(a) of the 1934 Act.  The 

Individual Defendants had the power and influence and exercised 

the same to cause Credit Acceptance to engage in the illegal 

conduct and practices complained of herein by causing the 

Company to disseminate the false and misleading information 

referred to above.  Moreover, the Individual Defendants owned 

or controlled substantial amounts of the Company's stock. 

          58.  The Individual Defendants' position made 

them privy to and provided them with actual knowledge of 

the material facts concealed from plaintiff and the Class.

          59.  By virtue of the conduct alleged in 

Count I, the Individual Defendants are liable for the aforesaid 

wrongful conduct and are liable to plaintiff and the Class for 

damages suffered.


                       PRAYER FOR RELIEF

     WHEREFORE, plaintiff demands judgment:

          1.   Determining that the instant action is a proper 

class action maintainable under Rule 23 of the Federal Rules of 

Civil Procedure;

          2.   Awarding compensatory damages and/or rescission 

as appropriate against defendants, in favor of plaintiff and all 

members of the Class for damages sustained as a result of 

defendants' wrongdoing;

          3.   Awarding plaintiff and members of the Class the 

costs and disbursements of this suit, including reasonable 

attorneys', accountants' and experts' fees; and

          4.   Awarding such other and further relief as the 

Court may deem just and proper.

Dated:    January 28, 1998     MANTESE MILLER AND MANTESE, P.L.L.C.


                               _______________________________
                               Gerard Mantese, Esq.

                               2855 Coolidge Highway
                               Suite 107
                               Troy, Michigan  48084
                               Phone:  (248) 649-1300
                               Fax:    (248) 649-1337

                               LAW OFFICES OF LIONEL Z. GLANCY


                               _______________________________
                               Lionel Z. Glancy, Esq.
                               Peter A. Binkow, Esq.
                               Michael Goldberg, Esq.

                               1801 Avenue of the Stars #308
                               Los Angeles, California  90067
                               Phone:  (310) 201-9150
                               Fax:    (310) 201-9160

                               KAUFMAN, MALCHMAN KIRBY & SQUIRE
                               Ira Press, Esq.
                               919 Third Avenue
                               New York, New York  10022
                               Phone:  (212) 371-6600
                               Fax:    (212) 751-2540

                               Attorneys for Plaintiff



                           JURY DEMAND

          Plaintiff hereby demands a trial by jury. 


Dated:    January 28, 1998     MANTESE MILLER AND MANTESE, P.L.L.C.


                               _______________________________
                               Gerard Mantese, Esq.

                               2855 Coolidge Highway
                               Suite 107
                               Troy, Michigan  48084
                               Phone:  (248) 649-1300
                               Fax:    (248) 649-1337

                               LAW OFFICES OF LIONEL Z. GLANCY


                               _______________________________
                               Lionel Z. Glancy, Esq.
                               Peter A. Binkow, Esq.
                               Michael Goldberg, Esq.

                               1801 Avenue of the Stars
                               Suite 308
                               Los Angeles, California  90067
                               Phone:  (310) 201-9150
                               Fax:    (310) 201-9160

                               KAUFMAN, MALCHMAN KIRBY & SQUIRE
                               Ira Press, Esq.
                               919 Third Avenue
                               New York, New York  10022
                               Phone:  (212) 371-6600
                               Fax:    (212) 751-2540

                               Attorneys for Plaintiff


Source: File to scac@law.stanford.edu from Law Offices of Lionel Z. Glancy