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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Washington,~~FORM ~~D.C. 20549~~ 8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~June ~~REPORT~~15, 2005 (Date of report; date of earliest event reported)

~~Pursuant~~COMMISSION toFILE ~~Section~~NUMBER: ~~13 or 15(d) of the Securities Exchange Act of 1934~~ 333-57494

~~June~~WHOLESALE ~~17,~~AUTO ~~2005~~RECEIVABLES CORPORATION SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI (Exact name of registrant as specified in its charter)

(Date of report; date of earliest event reported)


DELAWARE		38-3082709 20-6470332
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~Commission~~C/O ~~file~~GENERAL ~~number:~~MOTORS ACCEPTANCE CORPORATION 200 RENAISSANCE CENTER P.O. BOX 200 DETROIT, MICHIGAN 48265-2000 (Address of principal executive offices) (Zip Code)

~~333~~(313) 556-~~57494~~5000 (Registrant’s telephone number, including area code)

~~333~~Check the appropriate box below if the Form 8-~~109950~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~WHOLESALE~~o ~~AUTO~~Written ~~RECEIVABLES~~communications ~~CORPORATION~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SUPERIOR~~TABLE ~~WHOLESALE~~OF ~~INVENTORY FINANCING TRUST XII~~ CONTENTS

(Exact name of registrant as specified in its charter)


	ITEM 8.01 OTHER EVENTS.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
INDEX TO EXHIBITS
Monthly Servicing Report for the May 2005 Collection Period

Delaware		38-3082709
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~c/o~~ITEM ~~General~~8.01 ~~Motors Acceptance~~OTHER ~~Corporation~~ EVENTS.

~~200~~On ~~Renaissance~~June ~~Center~~15, 2005, the interest collected during the preceding calendar month as provided for in the Trust Sale and Servicing Agreement, dated as of February 24, 2005, (the Agreement), for Superior Wholesale Inventory Financing Trust XI (the Trust), among General Motors Acceptance Corporation, as servicer, Wholesale Auto Receivables Corporation, as seller, and the Trust, as issuer, were distributed to holders of Term notes and Revolving notes (Noteholders) and certificates (Certificateholders) representing undivided interests in the Trust. Due to the revolving nature of the Trust no principal collections during the preceding calendar month were distributed to the Noteholders or Certificateholders. In accordance with the Agreement, the Servicer’s Certificate, as defined in the Agreement, was furnished to the Indenture Trustee, as defined in the Agreement, for the benefit of the Noteholders and Certificateholders and as such, was distributed by the Indenture Trustee, to the Noteholders and Certificateholders. A copy of the Servicer’s Certificate is included as Exhibit 20 to this Current Report on Form 8-K.

PITEM 9.O.01 ~~Box~~FINANCIAL ~~200~~STATEMENTS ~~Detroit,~~AND ~~Michigan~~ EXHIBITS.

48265-2000


EXHIBIT
NO.		DOCUMENT DESCRIPTION

20		Monthly Servicing Report for the May 2005 Collection Period

~~(Address of principal executive offices)~~ 2

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~~(313) 556-5000~~ SIGNATURES

Pursuant to the requirements of Section 13 or 15(~~Registrant’s~~d) ~~telephone~~of ~~number~~the Securities Exchange Act of 1934, ~~including~~the registrant ~~area~~certifies ~~code)~~that it meets all of the requirements for this report to be signed on its behalf by the undersigned thereunto duly authorized.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI

		By:	GENERAL MOTORS ACCEPTANCE CORPORATION

			(Administrator, not in its individual capacity but solely as Administrator on behalf of the Trust)

Dated:	June 29, 2005		/s/ Jerome B. Van Orman, Jr.

			Jerome B. Van Orman, Jr.
			Group Vice President — Finance and Chief Financial Officer of GMAC North American Operations

~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~3

¨Table Solicitingof material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Contents

¨INDEX ~~Pre-commencement~~TO ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~EXHIBITS

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


EXHIBIT
NO.		Document Description

20		Monthly Servicing Report for the May 2005 Collection Period

ITEM 9.01 EXHIBITS

Exhibit 5.1		The following is filed as an Exhibit to this Report under Exhibit 5.1. Opinion on legality of Kirkland & Ellis LLP, counsel to the registrant, dated June 17, 2005.
Exhibit 8.1		The following is filed as an Exhibit to this Report under Exhibit 8.1. Opinion on tax matters of Kirkland & Ellis LLP, counsel to the registrant, dated June 17, 2005.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WHOLESALE AUTO RECEIVABLES CORPORATION
Dated: June 17, 2005	By:	/s/ C.J. Vannatter
	Name: Title:	C.J. Vannatter Vice President

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¨Table Solicitingof material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Contents

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