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GREEN TREE ACCEPTANCE ANNOUNCES EXCHANGE OFFER AND ADDITIONAL INFORMATION REGARDING STATUS OF LITIGATION WITH RESOLUTION TRUST

 GREEN TREE ACCEPTANCE ANNOUNCES EXCHANGE OFFER AND ADDITIONAL
 INFORMATION REGARDING STATUS OF LITIGATION WITH RESOLUTION TRUST
 ST. PAUL, Minn., Jan. 10 /PRNewswire/ -- Green Tree Acceptance, Inc. (NYSE: GNT) announced that its registration statement under the Securities Act of 1933 was declared effective today by the Securities and Exchange Commission. The registration statement relates to an offer to exchange $1,000 principal amount of Green Tree's 9 percent Senior Subordinated Notes due June 1, 1999 for each $1,000 principal amount of Green Tree's 8-1/4 percent Senior Subordinated Debentures due June 1, 1995. The company is also soliciting consents of the holders of the 8-1/4 percent debentures to a proposed amendment to the indenture relating to the 8-1/4 percent debentures. There are currently $287,500,000 aggregate principal amount of old debentures outstanding. The exchange offer and the solicitation will be subject to the terms and conditions in the prospectus and accompanying letter of transmittal and consent form which will be sent to all holders of 8-1/4 percent debentures.
 The exchange offer and the solicitation will expire at 5:00 p.m.(EST), on Feb. 11, 1992, unless extended by the company. Consummation of the exchange offer and the solicitation is expected to occur as soon as practicable after the expiration date and is conditioned upon the receipt of tenders by and consents from holders of at least a majority of the aggregate outstanding principal amount (approximately $143.8 million) of the 8-1/4 percent debentures.
 Merrill Lynch & Co. is acting as dealer manager in connection with the exchange offer and the solicitation. Copies of the prospectus can be obtained from the information agent, D.F. King & Co., Inc. at 77 Water Street, New York, New York 10005; 1-800-669-5550.
 In the registration statement, Green Tree provided additional information regarding its pending litigation with the Resolution Trust Corporation (RTC). As previously announced, in October 1991, Green Tree and the local RTC office reached an understanding on terms to settle the litigation. Terms included the repurchase of manufactured housing contracts, Green Tree's preferred stock, and Green Tree's debentures held by the RTC, at prices approximating their fair market value. Consummation of the settlement was subject to approval by Green Tree's board of directors and by the appropriate RTC authorities. In December 1991, the national office of the RTC advised the company that the settlement proposal agreed to by Green Tree and by the local and regional offices of the RTC would not be accepted. In its letter, the RTC indicated its desire to continue meaningful settlement negotiations with Green Tree, and further stated that the RTC would present Green Tree with an alternative proposal in the near future. In late December, the RTC presented Green Tree with its counter proposal. Upon review of the counter proposal, Green Tree notified the RTC that the counter proposal was unacceptable. Green Tree further advised the RTC that Green Tree was willing to continue to explore settlement alternatives with the RTC.
 Green Tree purchases, pools, sells and services conditional sales contracts for manufactured homes and home improvements through 42 regional offices nationwide. Green Tree services approximately 315,000 contracts totaling $5.2 billion in outstanding principal balances. Green Tree's common stock is traded on the New York and Pacific Stock Exchanges under the symbol "GNT".
 -0- 1/10/92
 /CONTACT: John Brink, 612-293-3400, or John MacKay, 612-871-8877, both of Padilla Speer Beardsley, for Green Tree Acceptance/
 (GNT) CO: Green Tree Acceptance, Inc. ST: Minnesota IN: FIN SU:


AL -- MN006 -- 8660 01/10/92 13:23 EST
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Date:Jan 10, 1992
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