WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                 (RULE 14d-100)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 3

                          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
                               CHIEF LEGAL OFFICER
                          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*                                $125,000,000
AMOUNT OF FILING FEE**                                  $13,375


 *  Estimated for purposes of calculating the amount of the filing fee only. The
    amount assumes the purchase of a total of 5,000,000 shares of the
    outstanding common stock at a price of $25.00 per share in cash.

**  The amount of the filing fee equals $107.00 per $1 million of the
    transaction value and is estimated in accordance with Rule 0-11 under the
    Securities Exchange Act of 1934.

[x] 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:         $13,375
    Form or Registration No.:       Schedule TO
    Filing Party:                   Credit Acceptance Corporation
    Date Filed:                     February 10, 2006

[ ] 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. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed with the Securities and Exchange Commission ("SEC") on
February 10, 2006, as amended by Amendment No. 1 thereto filed with the SEC on
February 16, 2006 and Amendment No. 2 thereto filed with the SEC on March 2,
2006 ("Schedule TO") by Credit Acceptance Corporation, a Michigan corporation
("CA"), in connection with the offer by CA to purchase up to 5,000,000 shares of
its Common Stock, par value $.01 per share (the "Shares"), at a price between
$21.00 and $25.00 per Share, net to the seller in cash, without interest, upon
and subject to the terms and conditions set forth in the Offer to Purchase,
dated February 10, 2006 (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),

    All information in the Offer to Purchase and the Letter of Transmittal is
hereby expressly incorporated in this Amendment No. 3 by reference in response
to all of the applicable items in Schedule TO, except that such information is
hereby amended and supplemented to the extent provided herein.


      Item 11 is hereby amended and supplemented by adding the following

                  On March 10, 2006, the Company issued a press release
            announcing preliminary operating results. A copy of the press
            release is filed as Exhibit (a)(5)(viii) to the Schedule TO and is
            incorporated herein by reference.

      ITEM 12. EXHIBITS.

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

            Exhibit Number                    Description

            (a)(5)(viii)                      Press release dated March 10, 2006


    After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

                                              CREDIT ACCEPTANCE CORPORATION

                                              BY: /s/ DOUGLAS W. BUSK
                                                      Douglas W. Busk

Dated: March 10, 2006


                                  Exhibit Index

Exhibit Number                     Description

(a)(5)(viii)                       Press release dated March 10, 2006