WASHINGTON, D.C. 20549


                                   SCHEDULE TO
                                 (RULE 14d-100)

                       THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 2

                          Credit Acceptance Corporation
                       (Name of Subject Company (Issuer))

                          Credit Acceptance Corporation
                        (Name of Filing Person (Offeror))

                     Common Stock, Par Value $.01 Per Share
                           (Title of Class Securities)

                      (CUSIP Number of Class of Securities)

                                Charles A. Pearce
            Vice President -- General Counsel and Corporate Secretary
                          Credit Acceptance Corporation
                     25505 West Twelve Mile Road, Suite 3000
                            Southfield, MI 48034-8339
                                 (248) 353-2700
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)
                                 With a copy to:

                               Mark A. Metz, Esq.
                               Dykema Gossett PLLC
                             400 Renaissance Center
                                Detroit, MI 48243
                                 (313) 568-6800

                            CALCULATION OF FILING FEE

                  Transaction Valuation*                                      Amount of Filing Fee**
                  ----------------------                                      ----------------------
                       $ 44,200,000                                                  $ 3,576

*    Estimated for purposes of calculating the amount of the filing fee only.
     The amount assumes the purchase of a total of 2,600,000 shares of the
     outstanding common stock at a price of $17.00 per share in cash.

**   The amount of the filing fee equals $80.90 per $1 million of the
     transaction value and is estimated in accordance with Rule 0-11 under the
     Securities Exchange Act of 1934.

[ ]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:    $3,576         Filing Party: Credit Acceptance Corporation
                             ------------                   --------------------------------

     Form or Registration No.:  Schedule TO    Date Filed:        November 26, 2003
                              ---------------             ----------------------------------

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:
     [ ]  third-party tender offer subject to Rule 14d-1.
     [X]  issuer tender offer subject to Rule 13e-4.
     [ ]  going-private transaction subject to Rule 13e-3.
     [ ]  amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]


         This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on November 26,
2003, as amended by Amendment No. 1 thereto filed with the Commission on
December 18, 2003 (the "Schedule TO") by Credit Acceptance Corporation, a
Michigan corporation (the "Company" or "CAC"), in connection with the offer by
the Company to purchase up to 2,600,000 shares of its Common Stock, par value
$.01 per share (the "Shares") at a price between $12.50 and $17.00 per Share,
net to the seller in cash without interest, upon the terms and subject to the
conditions described in the Offer to Purchase dated November 26, 2003 (the
"Offer to Purchase") and the related Letter of Transmittal (the "Letter of
Transmittal"), which together, as each may be amended or supplemented from time
to time, constitute the "Offer" and which are appended to and filed with the
Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized
terms used herein but not otherwise defined have the meaning ascribed to such
terms in the Offer to Purchase.


         Item 11 is hereby amended and supplemented by adding the following

                  On January 7, 2004, the Company issued a press release
                  announcing the preliminary results of the tender offer, which
                  expired on January 6, 2004. A copy of the press release is
                  filed as Exhibit (a)(5)(vi) to the Schedule TO and is
                  incorporated herein by reference.


         Item 12 is hereby amended and supplemented to add the following:

Exhibit Number             Description
--------------             -----------

(a)(5)(vi)                 Press release dated January 7, 2004 announcing
                           preliminary results of the Offer.



         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule TO is true,
complete and correct.

                                       CREDIT ACCEPTANCE CORPORATION

Dated: January 7, 2003                 By: /s/ Brett A. Roberts
                                               Brett A. Roberts
                                               Chief Executive Officer


                                  EXHIBIT INDEX

--------------    -----------

(a)(5)(vi)        Press release dated January 7, 2004 announcing preliminary
                  results of the Offer.