UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004



 ==============================================================================



                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934





                                 Date of Report
                 (Date of earliest event reported) May 20, 2004





                           GENERAL MOTORS CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)







              STATE OF DELAWARE                                38-0572515
              -----------------                                ----------
          (State or other jurisdiction of                   (I.R.S. Employer
          Incorporation or Organization)                  Identification No.)

      300 Renaissance Center, Detroit, Michigan                48265-3000
      -----------------------------------------                ----------
      (Address of Principal Executive Offices)                 (Zip Code)






        Registrant's telephone number, including area code (313) 556-5000
                                                           --------------













<PAGE>



ITEM 5. OTHER EVENTS

The following supplements the position taken by the General Motors Board of
Directors in the Proxy Statement of General Motors Corporation relating to its
2004 Annual Meeting with respect to the response to the shareholder proposal set
forth as Item Number 5 in that proxy statement:

      It has been and continues to be the role of the Presiding Director of GM's
Board of Directors to not only review but also approve matters such as agenda
for board meetings, the information sent to the board and meeting schedules
(both as to when they occur and the sufficiency of time allocated to agenda
items). Similarly, the Presiding Director has been and will continue to be
elected by the independent directors, can call meetings of the independent
directors, serves as liaison between the chairman and the independent directors
(although all independent directors are encouraged to freely communicate with
the Chairman at any time) and presides at meetings of the board when the
chairman is not present. Finally, if requested by major shareholders, the
Presiding Director is available for consultation and direct communication.




                                      # # #



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          GENERAL MOTORS CORPORATION
                                          (Registrant)
Date:  May 20, 2004                  By:  /s/PETER R. BIBLE
                                     ---  --------------------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)
[{"type": "8-K", "sequence": "1", "filename": "item5proxy052004.txt", "description": "PROXY STATEMENT AMENDMENT", "secsgml_size_bytes": 3182}]
{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00043", "film-number": "04820593"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004

 ==============================================================================

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report
                 (Date of earliest event reported) May 20, 2004

                           GENERAL MOTORS CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)

              STATE OF DELAWARE                                38-0572515
              -----------------                                ----------
          (State or other jurisdiction of                   (I.R.S. Employer
          Incorporation or Organization)                  Identification No.)

      300 Renaissance Center, Detroit, Michigan                48265-3000
      -----------------------------------------                ----------
      (Address of Principal Executive Offices)                 (Zip Code)

        Registrant's telephone number, including area code (313) 556-5000
                                                           --------------
ITEM 5. OTHER EVENTS

The following supplements the position taken by the General Motors Board of
Directors in the Proxy Statement of General Motors Corporation relating to its
2004 Annual Meeting with respect to the response to the shareholder proposal set
forth as Item Number 5 in that proxy statement:

      It has been and continues to be the role of the Presiding Director of GM's
Board of Directors to not only review but also approve matters such as agenda
for board meetings, the information sent to the board and meeting schedules
(both as to when they occur and the sufficiency of time allocated to agenda
items). Similarly, the Presiding Director has been and will continue to be
elected by the independent directors, can call meetings of the independent
directors, serves as liaison between the chairman and the independent directors
(although all independent directors are encouraged to freely communicate with
the Chairman at any time) and presides at meetings of the board when the
chairman is not present. Finally, if requested by major shareholders, the
Presiding Director is available for consultation and direct communication.

                                      # # #

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          GENERAL MOTORS CORPORATION
                                          (Registrant)
Date:  May 20, 2004                  By:  /s/PETER R. BIBLE
                                     ---  --------------------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)