
                                                                EXHIBIT 4 (a)(1)



FIRST  SUPPLEMENTAL  INDENTURE,  dated as of January 1,  1998,  between  General
Motors Acceptance  Corporation,  a corporation duly organized and existing under
the laws of the State of New York  (hereafter  called  the  "Company"),  General
Motors Acceptance  Corporation,  a corporation duly organized and existing under
the laws of the State of  Delaware,  and  Citibank,  N.A.,  a  corporation  duly
organized  and  existing  under the laws of the State of New  York,  as  Trustee
(hereafter  called the "Trustee," which term shall include any successor trustee
appointed pursuant to Article Seven of the Indenture hereafter referred to).

                             W I T N E S S E T H:

WHEREAS,  the Company and the Trustee have heretofore executed and delivered the
Indenture,  dated as of December 1, 1993,  between the Company and the  Trustee,
providing for the issuance from time to time of one or more series of securities
evidencing  unsecured  indebtedness  of  the  Company  (hereinafter  called  the
"Securities"). Terms used in this First Supplemental Indenture which are defined
in the Indenture shall have the meanings assigned to them in the Indenture;

WHEREAS,  this First  Supplemental  Indenture amends the Indenture,  pursuant to
Section 10.01 thereof in order to permit the  succession of another  corporation
to  the  Company  and  the  assumption  by  such  successor  corporation  of the
covenants,  agreements and obligations of the Company pursuant to Article Eleven
of the Indenture;

WHEREAS,  the Company has entered into an Agreement and Plan of Merger with GMAC
Financial Services Corporation,  a Delaware corporation,  dated January 1, 1998,
with GMAC  Financial  Services  Corporation  being the surviving  entity of such
merger (the "Merger"); and

WHEREAS,  upon consummation of such Merger,  the name of GMAC Financial Services
Corporation  was changed to General Motors  Acceptance  Corporation,  a Delaware
corporation  ("New  GMAC");  such name  change  together  with the  Merger  (the
"Transaction");

WHEREAS,  New GMAC is not in  default  in the  performance  of any  covenant  or
condition contained in the Indenture immediately after the Merger;

NOW, THEREFORE, for and in consideration of the premises and the purchase of the
Securities by the holders thereof,  the Company and New GMAC covenant and agree,
for the equal and proportionate  benefit of the respective  holders from time to
time hereafter of the Securities, as follows:

<PAGE>

                                   ARTICLE ONE

New GMAC hereby expressly  assumes the due and punctual payment of the principal
of (and premium, if any) and interest on all the Securities,  according to their
tenor,  and  the due  and  punctual  performance  and  observance  of all of the
covenants and conditions of the Indenture to be performed by the Company.

All  references  in the  Indenture  to  "Company"  shall  mean New GMAC  until a
successor  corporation  shall  have  become  such  pursuant  to  the  applicable
provisions of the Indenture  and New GMAC hereby  assumes all of the  covenants,
agreements  and  obligations  of the Company  pursuant to Article  Eleven of the
Indenture.

IN WITNESS  WHEREOF,  the parties  hereto  have  caused this First  Supplemental
Indenture  to be duly  executed,  and  their  respective  corporate  seals to be
hereunto affixed and attested, all of the day and year first above written.


[SEAL]                              GENERAL  MOTORS ACCEPTANCE
                                    CORPORATION, a New York corporation

ATTEST:

__________________________          By:_______________________________
         Secretary                  Title:



[SEAL]                              GENERAL  MOTORS ACCEPTANCE
                                    CORPORATION, a Delaware corporation

ATTEST:

__________________________          By:_______________________________
         Secretary                  Title:

<PAGE>


[SEAL]                              CITIBANK, N.A., TRUSTEE

ATTEST:

__________________________          By:_______________________________
    Assistant Secretary             Title:



STATE OF MICHIGAN  )
                    ) ss.
COUNTY OF WAYNE    )

      On the first day of  January,  1998,  before  me  personally  came , to me
known,  who,  being  by me duly  sworn,  did  depose  and say  that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation,  one
of the  corporations  described in and which executed the foregoing  instrument;
that he knows  the seal of said  corporation;  that  the  seal  affixed  to said
instrument is such  corporate  seal;  that it was so affixed by authority of the
Board of Directors of said  corporation,  and that he signed his name thereto by
like authority.

[NOTARIAL SEAL]


                                    ---------------------------
                                           Notary Public


STATE OF MICHIGAN  )
                    ) ss.
COUNTY OF WAYNE    )

      On the first day of  January,  1998,  before  me  personally  came , to me
known,  who,  being  by me duly  sworn,  did  depose  and say  that he is a Vice
President of GENERAL MOTORS ACCEPTANCE CORPORATION, a New York corporation,  one
of the  corporations  described in and which executed the foregoing  instrument;
that he knows  the seal of said  corporation;  that  the  seal  affixed  to said
instrument is such  corporate  seal;  that it was so affixed by authority of the
Board of Directors of said  corporation,  and that he signed his name thereto by
like authority.

[NOTARIAL SEAL]


                                    ---------------------------
                                           Notary Public

<PAGE>

STATE OF NEW YORK  )
                    ) ss.
COUNTY OF NEW YORK )

      On the first day of  January,  1998,  before  me  personally  came       ,
to me known,  who, being by me duly sworn,  did depose and say that he is a Vice
President  of CITIBANK,  N.A.,  one of the  corporations  described in and which
executed the foregoing  instrument;  that he knows the seal of said corporation;
that the seal affixed to said  instrument is such corporate seal; that it was so
affixed by authority of the By-Laws of said corporation,  and that he signed his
name thereto by like authority.

[NOTARIAL SEAL]


                                    ---------------------------
                                           Notary Public
