Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Morais Diane E.
2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2015
3. Issuer Name and Ticker or Trading Symbol
Ally Financial Inc. [ALLY]
(Last)
(First)
(Middle)
200 RENAISSANCE CENTER
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President, Ally Bank
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DETROIT, MI 48265
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 104,584
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (DSU)   (2)   (2) Common Stock 86,246 $ (2) D  
Incentive Restricted Stock Units (IRSU)   (3)   (3) Common Stock 4,478 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morais Diane E.
200 RENAISSANCE CENTER
DETROIT, MI 48265
      CEO & President, Ally Bank  

Signatures

/s/ Cathy L. Quenneville, attorney-in-fact for Ms. Morais 03/31/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents a grant of Restricted Stock Units (RSUs) that are a contingent right to receive one share of the Company's common stock on the applicable settlement dates. The RSUs will vest in 25% increments on March 18 of each of 2016, 2017, 2018 and 2019. May reflect rounding of fractional shares.
(2) Each Deferred Stock Unit (DSU) represents a vested right to receive the value of one share of the Company's common stock in cash on the applicable settlement dates. DSUs do not have an expiration or exercise date or carry a conversion price. Reflects a fractional share rounded up to the nearest full share.
(3) Each Incentive Restricted Stock Unit (IRSU) represents a contingent right to receive the value of one share of the Company's common stock in cash on the applicable settlement dates. IRSUs do not have an expiration or exercise date or carry a conversion price. 4,478 IRSUs are unvested and will vest two-thirds on the second anniversary of the award date and one-third on the third anniversary of the award date. Reflects a fractional share rounded up to the nearest full share.

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