SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004





                                   FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) July 14, 1998
                                  ----------------




                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)




   100 Renaissance Center, Detroit, Michigan                 48243-7301
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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

















                                    - 1 -

ITEM 5. OTHER EVENTS

     (a) On July 14,  1998,  a news  release was issued on the subject of second
quarter consolidated earnings for GM. The news release did not include financial
statement  footnotes and certain other financial  information that will be filed
with the Securities and Exchange Commission at a later date. The GM news release
and related news  releases  for second  quarter  earnings of Hughes  Electronics
Corporation   (Hughes)  dated  July  13,  1998  and  General  Motors  Acceptance
Corporation (GMAC) dated July 14, 1998, respectively, were as follows:

                               GM NEWS RELEASE

          GM REPORTS  1998-SECOND  QUARTER NET INCOME OF $389 MILLION 

DETROIT -- General Motors  Corporation  (GM) today reported  1998-second-quarter
consolidated  net  income of $389  million,  or $0.54 per share of GM $1-2/3 par
value  common  stock,  including  the impact of  strikes at two key plants  that
essentially  halted production in North America in the final weeks of the period
(see below).  This compares with $2.0 billion, or $2.62 per share, in the second
quarter  of 1997,  adjusted  to reflect  the effect of the Hughes  Transactions,
which took place in December of 1997. All  earnings-per-share  amounts are basic
(see Highlights for diluted earnings-per-share amounts).

      The  second-quarter-1998  results  included an unfavorable  impact of $1.2
billion  after taxes,  or $1.79 per share,  related to major  production  losses
caused by strikes at two GM component plants in Flint, Mich. Second-quarter-1997
results  included the $490 million,  or $0.67 per share,  unfavorable  impact of
strikes at two key assembly plants.  Second-quarter-1998 results also included a
special item that resulted in an unfavorable effect of $44 million, or $0.07 per
share, while  second-quarter-1997  results included two favorable items totaling
$421 million, or $0.47 per share, (see Strike Related Impact and Special Items).

      Excluding  the impact of the  strike-related  work  stoppages  and special
items,  second-quarter-1998  income  totaled $1.6  billion,  or $2.40 per share,
which compares with $2.1 billion,  or $2.82 per share,  in the second quarter of
1997.   The   decline   in   operating   results   is   primarily   related   to
non-strike-related  lower volumes in North America and Europe, and intense price
competition worldwide.

      Consolidated  net sales and revenues in the second quarter of 1998 totaled
$38.9 billion,  compared with $43.3 billion in the same period of 1997, adjusted
for the effect of the Hughes Transactions.

      "Obviously,  our financial  performance  in the second quarter of 1998 was
severely  impacted  by the UAW  strikes  against  our  plants in Flint,  and was
certainly not representative of the positive momentum our financial  performance
had been building," GM Chairman and Chief Executive  Officer John F. Smith, Jr.,
said.

      "In order to protect key product  programs,  such as our new generation of
full-size pickups, we are taking a close look at our spending priorities," Smith
said. "We continue to examine all opportunities to reduce cash consumption,  and
we  are  carefully   reviewing   future  spending  for  marginal   products  and
facilities."


                                    - 2 -

      To the extent that work  stoppages  continue to disrupt the production and
shipment of vehicles into the third quarter of 1998,  the resulting  deferral or
decline in revenues will have an adverse impact on GM's operating  results.  The
estimate of the strike-related  impact on the  second-quarter-1998  results does
not take into account the effect of possible  recoveries  that may occur through
production increases that GM is likely to pursue at various facilities in future
periods.

      Corporate  and sector data in the  remainder of this  release  exclude the
above mentioned  strike-related impact in both the 1998- and 1997-second-quarter
periods, and the impact of special items. The 1997 reported amounts are adjusted
to  reflect  changes  to  GM's  organizational   structure  resulting  from  the
conclusion of the Hughes  Transactions  in December of 1997. (See Strike Related
Impact, Special Items, and Highlights.)

      Following  is a summary of  results  from the GM  business  sectors in the
second quarter of 1998:

      -  GM North American  Operations income totaled $694 million in the second
         quarter of 1998.  That compares with $849 million in the second quarter
         of 1997.

      -  Delphi  Automotive  Systems  income  totaled $374 million in the second
         quarter of 1998,  compared  with $522  million  in the same  quarter of
         1997.

      -  GM International  Operations  (GMIO) income totaled $181 million in the
         second  quarter of 1998,  compared with $385 million in the  prior-year
         period.

      Highlights  of   second-quarter-1998   results   reported  by  GM's  major
subsidiaries included the following:

      -  General  Motors  Acceptance  Corporation  (GMAC)  income  totaled  $365
         million for the second  quarter of 1998,  compared  with income of $338
         million in the second quarter of 1997.

      -  Hughes  Electronics  Corporation  (Hughes)  second-quarter-1998  income
         totaled  $56  million,  compared  with  income  of $6  million  in  the
         prior-year period.

GM CONSOLIDATED FINANCIAL DATA (with financing & insurance operations on an
equity basis)

      Excluding the impact of the strikes and special items, consolidated income
in the second  quarter of 1998 totaled $1.6  billion,  or $2.40 per share.  That
compares with $2.1 billion, or $2.82 per share, in the second quarter of 1997.

      The corporation's pretax income totaled $2.0 billion in the second quarter
of 1998, compared with $2.7 billion in the prior-year period.

      The corporation's after-tax net-profit margin -- income as a percentage of
net sales  and  revenues  -- was 4.3  percent  in the  second  quarter  of 1998,
compared with 5.2 percent in the second quarter of 1997.

      Cash and  marketable  securities  totaled  $9.1  billion at June 30, 1998,
compared  with $13.6  billion at March 31, 1998,  and $14.9  billion at June 30,
1997.
                                    - 3 -

      In the second  quarter of 1998,  GM used $1.0 billion to acquire more than
14 million shares of GM $1-2/3 par value common stock. These purchases represent
approximately 25 percent of a $4 billion  repurchase program that began in March
of 1998. Since January 1997, GM's stock  repurchases  total  approximately  $6.3
billion  or about 14 percent  of the  outstanding  shares of GM $1-2/3 par value
common stock.

      Stock  repurchases  have  been  temporarily  suspended  as  part  of  GM's
cash-conservation  initiatives.   However,  Smith  said,  "The  stock-repurchase
program, which is one of our key stockholder value initiatives,  will be resumed
following a labor settlement."

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see Highlights for additional information.)

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      Excluding  the  impact  of the  strikes,  GM  North  American  Operations'
second-quarter-1998 income totaled $694 million. That compares with $849 million
in the second quarter of 1997. The unfavorable strike-related impact in both the
1998 and 1997 second quarters totaled $890 million and $375 million respectively
(see Strike Related Impact).

      "We were making great progress in the  marketplace  with new products that
are very well accepted," said G. Richard Wagoner,  Jr., General Motors executive
vice  president and president of GM North American  Operations.  "Unfortunately,
the UAW  strikes  against  our  plants in Flint  are  dramatically  slowing  our
momentum."

      Excluding the impact of strikes:

      -  GM-NAO's  pretax income  totaled $1.1 billion in the second  quarter of
         1998, compared with $1.3 billion in the prior-year period. GM-NAO's net
         profit margin was 2.7 percent in the second  quarter of 1998,  compared
         with 3.1 percent in 1997.

      -  The decline in the second-quarter-1998 results was more than
         accounted for by lower volume.  Higher sales incentive levels
         were more than offset by material savings, structural-cost
         improvements, and cost savings associated with new products
         that are less expensive to build.  This cost performance is a
         continuation of the favorable trend evident in GM-NAO's record
         1998 first quarter results.

      "We have been  making  great cost  strides in some parts of the  business,
such as material costs and in the vehicle-development process.  Unfortunately, a
huge competitive gap still exists in our manufacturing  productivity -- and with
the intense price competition in today's marketplace, we simply cannot afford to
be so far off the mark.  As we move  forward,  the age profile of our work force
and  voluntary  retirements  present a great  opportunity  for us to reach  more
competitive  benchmark  levels in a  reasonable  time  frame  without a negative
impact on our people," Wagoner said.





                                    - 4 -

      Vehicle  sales in North  America  finished  the  quarter at the  strongest
monthly pace since May of 1989.  Truck sales in North America alone were up 45.6
percent for June, setting a fourth straight industry record.

      "The  strong  sales  experienced  over the last four  months  are  further
evidence of the outstanding consumer acceptance of GM's products," Wagoner said.

      GM's new mid-size car  offerings  continued  to fulfill  their  promise of
success:  Sales  of  Buick  Century  and  Regal,  Chevrolet  Malibu,  Oldsmobile
Intrigue,  Pontiac Grand Am and Oldsmobile Cutlass were up 34.8 percent over the
nine  models  they  replaced in the second  quarter of 1998.  Combined  sales of
luxury models -- Cadillac Seville and Catera and Chevrolet Corvette -- increased
27.6 percent over the comparable period a year ago.

      GM vehicle  deliveries in the United States in the second  quarter of 1998
totaled  1,433,000  units,  which resulted in a  31.5-percent  share of the U.S.
vehicle market,  compared with 1,252,000 units, and a 30.5-percent  share in the
second quarter of 1997. (see additional information in Highlights.)

      "We're pleased with the improvement in our overall market-share  position,
especially  considering  how  fierce  the  competition  was  during  the  second
quarter," Wagoner said. "We're particularly encouraged by the strong performance
of our new models, and the continued strong sales of our full-size pickup trucks
and sport-utility vehicles."

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Excluding the impact of the strikes,  Delphi  Automotive  Systems reported
income of $374 million in the second quarter of 1998, compared with $522 million
in the  second  quarter  of 1997,  which  includes  Delco  Electronics  earnings
previously reported by Hughes.

      The  unfavorable  strike-related  impacts in both the 1998 and 1997 second
quarters totaled $290 million and $115 million  respectively (see Strike-Related
Impact.)

      Delphi  reported  pretax  income of $552 million in the second  quarter of
1998, compared with pretax income of $807 million in the prior-year period.

      Delphi's  net-profit margin was 4.6 percent in the second quarter of 1998,
compared with a net-profit margin of 6.1 percent in the prior-year period.

      "Aside from the strike impact,  the primary reasons for the decline in net
income during the second  quarter of 1998 were a decrease in GM's North American
production volume, and competitive  pressures that resulted in price reductions.
The continuing economic downturns in the Latin American and Asia-Pacific regions
also had an adverse  effect on  earnings,"  said J.T.  Battenberg  III,  General
Motors  executive  vice  president and president of Delphi  Automotive  Systems.
"These  negative  factors were  partially  offset by  significant  reductions in
material costs and gains in manufacturing productivity."





                                    - 5 -


      Delphi reported  second-quarter-1998 sales to customers outside the GM-NAO
vehicle  groups  that  represented  approximately  35  percent  of total  sales,
compared with approximately 33 percent in the second quarter of 1997,  including
joint ventures.

      "Our  integration  of  Delphi  Delco  Electronics  into our  products  and
processes  is ahead  of  schedule  and  positions  Delphi  to  further  grow our
non-GM-NAO sales." Battenberg said.

GM INTERNATIONAL OPERATIONS (GMIO)

      GM International Operations reported income of $181 million for the second
quarter of 1998,  compared  with  income of $385  million in the same  period of
1997. Results in both periods exclude special items (see Special Items).

      GMIO reported pretax income of $339 million in the second quarter of 1998,
compared with pretax income of $599 million in the second quarter of 1997.

      The  net-profit  margin for GMIO was 2.0 percent in the second  quarter of
1998, compared with 4.0 percent in the prior-year period.

      "Second-quarter  earnings  reflect  a  continuation  of the  very  intense
competitive  environment  facing  all of our  operations  as well  as  lingering
concerns  about the  economic  situation in Latin  America and the  Asia-Pacific
region,"  said Louis R. Hughes,  General  Motors  executive  vice  president and
president of GM International Operations.

      Income from GM's  automotive  operations in Europe totaled $168 million in
the second quarter of 1998, which reflects the normal volume loss related to the
successful start-up and introduction of the new Astra. That compares with income
of $209 million in the second  quarter last year.  The results  exclude  special
items that resulted in an unfavorable $44 million after-tax impact in the second
quarter of 1998 and a $103 million  after-tax gain in the second quarter of 1997
(see Special Items).

      "A bright spot is the huge success of our new Astra models,"  Hughes said.
"We have received more than 300,000 orders, and to meet this high demand,  we're
significantly increasing production at plants in England, Germany and Belgium."

      For the remainder of GM International Operations, which includes the Latin
American  and Asia and  Pacific  Operations,  income  totaled $13 million in the
second quarter of 1998, compared with $176 million in the prior-year period. The
extremely competitive markets, along with economic concerns,  continue to impact
both our Latin American and Asia-Pacific results. Also included in these results
are the up-front costs associated with growth initiatives, which should generate
improved financial results in future years.

SPECIAL ITEMS

      The  second-quarter-1998  results  include  the  unfavorable  $44  million
after-tax,   or  $0.07  per  share,  effect  of  a  special  charge  related  to
work-schedule modifications at Opel Belgium.


                                    - 6 -


      The second-quarter-1997 results were also affected by special items, which
included:

      -  $318 million after-tax gain, or $0.33 per share,  related to the merger
         of the satellite service operations of Hughes and PanAmSat Corporation.

      -  $103 million after-tax gain, or $0.14 per share, related to the sale of
         GM Europe's equity interest in Avis Europe.

STRIKE-RELATED IMPACT

      The  second-quarter-1998  results  included an unfavorable  impact of $1.2
billion after taxes, or $1.79 per share,  related to strikes at two GM component
plants in Flint,  Mich.,  that  resulted  in the  shutdown  of 26 of 29 GM North
American  assembly  plants,  the loss of 227,000  units of  production,  and the
shutdown  of  many  automotive   component   plants  during  the  quarter.   The
above-mentioned  amount includes an estimated $890 million unfavorable impact on
GM-NAO,  and $290 million  unfavorable impact on Delphi in the second quarter of
1998.

      The  second-quarter-1997  results included the $490 million,  or $0.67 per
share, after-tax,  unfavorable impact of strike-related production losses at two
key assembly  plants in Oklahoma  City,  Okla.,  and Pontiac,  Mich.  Those work
stoppages resulted in an estimated loss of 96,000 units of production during the
second quarter of 1997, with the following sector-specific after-tax approximate
effects: GM-NAO, $375 million; and Delphi, $115 million.


                                    # # #
HIGHLIGHTS ATTACHED


























                                       - 7 -


     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                            June 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $33,577  $33,577   $39,724   $37,866
     Financial services        3,280    3,280     3,204     3,204
     Other income              2,044    2,044     2,218     1,566
                             -------  --------  -------   -------
       Total net sales and
         revenues            $38,901  $38,901   $45,146   $42,636
                             -------  --------  -------   -------
     Total net sales and
       revenues(9)           $33,462  $33,462   $39,741   $37,883
     Gross profit margin
       percentage(9)            14.5%    14.7%      17.0%    17.0%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (9)            $27     $101    $2,646    $1,905
     Effective income tax
       rate(9)                  37.0%    39.6%      34.4%    37.1%
     .............................................................
     Consolidated net income    $389     $433    $2,098    $1,581
     Net profit margin(9)        1.2%     1.3%       5.3%     4.2%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value         $359             $1,941
       Class H (2)                $-               $137
       Class H (3)               $15                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $0.54      $0.61    $2.68     $2.15
       Class H (2)                $-         $-    $1.35
       Class H (3)             $0.14      $0.14       $-     $0.01
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $0.52      $0.59    $2.67     $2.14
       Class H (2)                $-         $-    $1.35
       Class H (3)             $0.14      $0.14       $-     $0.01
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (2)                $-               $0.25
       Class H (3)                $-                  $-
      .............................................................
     Book Value Per Share of Common Stocks
                        June 30,    Dec. 31,    June 30,
                          1998       1997         1997
                        --------    -------     --------
       $1-2/3 par value  $20.90     $22.26      $29.99
       Class H           $12.54     $13.36      $14.99
     ..............................................................



   See footnotes beginning on page 15.


                                              continues




                                - 8 -


     HIGHLIGHTS - Q2 Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)


                                         Three Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)       (1)
                                   ---------   ---------    --------

     Net sales and revenues        $33,462            $-   $33,462
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                28,619            74    28,545
       Selling, general,
         and admin. expenses         3,421             -     3,421
       Depreciation and
         amort. expenses             1,727             -     1,727
                                    ------        ------    ------
     Total costs and
       expenses                     33,767            74    33,693
                                    ------        ------    ------
     Operating income (loss)          (305)          (74)     (231)
     Other income less
       income deductions               654             -       654
     Interest expense                  322             -       322
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests               27           (74)      101
     Income tax expense (credit)        10           (30)       40
                                    ------        ------    ------
     Income (loss) after
       income taxes                     17           (44)       61
     Minority interests                  7             -         7
     Earnings of nonconsolidated
       affiliates                      365             -       365
                                    ------        ------    ------

     Net income (loss)                $389          $(44)     $433
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $0.54                   $0.61
         Diluted                     $0.52                   $0.59

     Gross profit margin              14.5%                   14.7%
     Effective income tax rate        37.0%                   39.6%
     Net profit margin                 1.2%                    1.3%


      See footnotes beginning on page 15.


                                    continues















                                - 9 -



     HIGHLIGHTS - Q2 Adjusted for Hughes Transactions
     and Special Items - with Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                       Three Months Ended
                                          June 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-    Items   Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues  $39,741   $1,858       $-    $37,883
                              ------   ------   ------     ------
     Costs and expenses:
       Cost of sales          32,998    1,540        -     31,458
       Selling, general,
         and admin.expenses    3,290      239        -      3,051
       Depreciation and
         amort. expenses       1,918       21        -      1,897
                              ------   ------   ------     ------
     Total costs and
       expenses               38,206    1,800        -     36,406
                              ------   ------   ------     ------
     Operating income          1,535       58        -      1,477
     Other income less
       income deductions       1,330       34      618        678
     Interest expense (credit)   219      (31)       -        250
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      2,646      123      618      1,905
     Income tax expense          909        5      197        707
                              ------   ------   ------     ------
     Income after income
       taxes                   1,737      118      421      1,198
     Minority interests           18       (1)       -         19
     Earnings (loss) of
       noncons. affiliates       343      (21)       -        364
                              ------   ------   ------     ------

     Net income               $2,098      $96     $421     $1,581
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $2.68                        $2.15
         Diluted               $2.67                        $2.14

     Gross profit margin        17.0%                        17.0%
     Effective income tax rate  34.4%                        37.1%
     Net profit margin           5.3%                         4.2%


      See footnotes beginning on page 15.


                                    continues












                               - 10 -



     HIGHLIGHTS - Q2 Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)


                                         Three Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM-NAO                          $(196)           $-      $(196)
     Delphi                             84             -         84
     GMIO(7)                           137            44        181
     Hughes                             56             -         56
     GMAC                              365             -        365
     Other(8)                          (57)            -        (57)
                                     -----         -----      -----

     Consolidated net income          $389           $44       $433
                                     =====         =====      =====



                                           Three Months Ended
                                              June 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GM-NAO                     $474         $-        $-       $474
     Delphi                      310         97         -        407
     GMIO(7)                     488          -      (103)       385
     Hughes                      542       (218)     (318)         6
     GMAC                        338          -         -        338
     Other(8)                    (54)        25         -        (29)
                                 ---        ---       ---        ---

     Consolidated net income  $2,098       $(96)    $(421)    $1,581
                               =====         ==       ===      =====










     See footnotes beginning on page 15.


                                            continues














                               - 11 -



     HIGHLIGHTS - Q2 Automotive Sectors
     Adjusted for Special Items
     (Dollars in Millions)


                                      Three Months Ended
                                        June 30, 1998
                               ------------------------------
                               GM-NAO      Delphi      GMIO
                               ------      ------     -------

     Reported
     --------

     Net sales and revenues    $21,904      $7,041     $8,903
                                ------       -----      -----
     Pre-tax (loss) income        (341)         84        265
     Income tax (credit) expense  (128)         20        123
     Equity income and
       minority interests           17          20         (5)
                                ------       -----      -----
     Net (loss) income           $(196)        $84       $137
                                ======       =====      =====

     Net (loss) profit margin     (0.9%)       1.2%       1.5%
     Effective income tax rate    37.5%       23.8%      46.4%


     Special Items (4)
     -------------

     Net sales and revenues         $-          $-         $-
                                ------       -----      -----
     Pre-tax income                  -           -         74
     Income tax expense              -           -         30
     Equity income and
       minority interests            -           -          -
                                ------       -----      -----
     Net income                     $-          $-        $44
                                ======       =====      =====


     Adjusted (1)
     --------

     Net sales and revenues    $21,904      $7,041     $8,903
                                ------       -----      -----
     Pre-tax (loss) income        (341)         84        339
     Income tax (credit) expense  (128)         20        153
     Equity income and
       minority interests           17          20         (5)
                                ------       -----      -----
     Net (loss) income           $(196)        $84       $181
                                ======       =====      =====

     Net (loss) profit margin     (0.9%)       1.2%       2.0%
     Effective income tax rate    37.5%       23.8%      45.1%


      See footnotes beginning on page 15.


                                    continues










                               - 12 -


     HIGHLIGHTS - Q2 Automotive Sectors
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                        Three Months Ended
                                           June 30, 1997
                                -------------------------------

                                GM-NAO      Delphi       GMIO
                               -------     -------     -------
     Reported
     --------
     Net sales and revenues    $25,823      $6,778      $9,711
                                ------      ------      ------
     Pre-tax income                683         468         727
     Income tax expense            225         170         233
     Equity income and
       minority interests           16          12          (6)
                                ------      ------      ------
     Net income                   $474        $310        $488
                                ======      ======      ======

     Net profit margin             1.8%        4.6%        5.0%
     Effective income tax rate    32.9%       36.3%       32.0%

     Hughes Transactions
     -------------------
     Net sales and revenues         $-      $1,412          $-
                                ------      ------      ------
     Pre-tax income                  -         152           -
     Income tax expense              -          58           -
     Equity income and
       minority interests            -           3           -
                                ------      ------      ------
     Net income                     $-         $97          $-
                                ======      ======      ======

     Special Items (5)(6)
     -------------
     Net sales and revenues         $-          $-          $-
                                ------      ------      ------
     Pre-tax income                  -           -        (128)
     Income tax expense              -           -         (25)
     Equity income and
       minority interests            -           -           -
                                ------      ------      ------
     Net income                     $-          $-       $(103)
                                ======      ======      ======

     Adjusted (1)
     --------
     Net sales and revenues    $25,823      $8,190      $9,711
                                ------      ------      ------
     Pre-tax income                683         620         599
     Income tax expense            225         228         208
     Equity income and
       minority interests           16          15          (6)
                                ------      ------      ------
     Net income                   $474        $407        $385
                                ======      ======      ======

     Net profit margin             1.8%        5.0%        4.0%
     Effective income tax rate    32.9%       36.8%       34.7%


      See footnotes beginning on page 15.


                                               continues




                               - 13 -


<PAGE>



     HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                           June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             549          705
                        Trucks           476          536
                                     -------      -------
         Total United States           1,025        1,241
       Canada and Mexico                 158          174
                                     -------      -------
           Total North America         1,183        1,415
       International                     875          836
                                     -------      -------
             Total Worldwide           2,058        2,251
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  287          254
                 - Trucks                494          384
       Pontiac                           168          169
       GMC                               147          124
       Buick                             119          118
       Oldsmobile                         96           81
       Saturn                             66           69
       Cadillac                           49           45
       Other                               7            8
                                      ------       ------
         Total United States           1,433        1,252
     Canada and Mexico                   184          162
                                      ------       ------
         Total North America           1,617        1,414
                                      ------       ------
     International
       Europe                            456          492
       Latin America, Africa, and the
         Middle East                     184          188
       Asia and Pacific                  110          125
       Other International                10            8
                                      ------       ------
         Total International             760          813
                                      ------       ------
             Total Worldwide           2,377        2,227
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.1%        32.2%
         Trucks                         30.9%        28.5%
           Total                        31.5%        30.5%
       Western Europe                   10.1%        11.4%
       Latin America                    20.5%        19.5%
       Asia and Pacific                  4.3%         4.0%
       Total Worldwide                  17.2%        16.3%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             22.3%        26.4%
       % Fleet Sales - Trucks           14.1%        15.8%
       Total Vehicles                   18.4%        21.8%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                               51           84
       Trucks                             53          105
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    76.6%        91.9%
     ....................................................
     Retail Incentives($ per unit)
       GM-NAO                         $1,703       $1,060
     ....................................................
     See footnotes beginning on page 15.
                                                continues

                               - 14 -

     HIGHLIGHTS - Q2 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                           June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (9)
       Depreciation                   $1,126       $1,076
       Amortization of special tools     574          790
       Amortization of intangible assets  27           52
                                       -----        -----
                                      $1,727       $1,918
                                       =====        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)(10)
       GM-NAO                            231          243
       Delphi                            205          207
       GMIO                              116          114
       GMAC                               22           18
       Hughes                             15           17
       Other                               9           10
                                         ---          ---
         Total                           598          609
                                         ---          ---
     ....................................................
     Worldwide Payrolls (10)           $6,747      $7,069
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for 1998 and 1997  include the  unfavorable  effects of  strike-related
         work stoppages. The unfavorable after-tax impacts of the work stoppages
         were $1.2 billion, or $1.79 per share of $1-2/3 par value common stock,
         in 1998 and $490 million, or $0.67 per share of $1-2/3 par value common
         stock, in 1997. The unfavorable  after-tax impacts for GM-NAO were $890
         million  and  $375  million  in  1998  and  1997,   respectively.   The
         unfavorable  after-tax  impacts for Delphi  were $290  million and $115
         million in 1998 and 1997, respectively.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (5) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service operations of Hughes and PanAmSat Corporation.
     (6) The second-quarter 1997 results included a pre-tax gain of $128 million
         ($103 million after-tax,  or $0.14 per share of $1-2/3 par value common
         stock),  related to the sale of GM  Europe's  equity  interest  in Avis
         Europe.
     (7) GMIO Includes:                  Three Months Ended
                                              June 30,
                                         ------------------
                                         1998          1997
                                         ----          ----
                        GM Europe        $168          $209
                        Other GMIO        $13          $176
     (8) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.



                               - 15 -

     HIGHLIGHTS - Q2 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)


     (9) Calculated with financing and insurance operations on an equity basis.
     (10)Employment and payroll amounts  reported for 1997 have been adjusted to
         reflect the changes to GM's organizational structure resulting from the
         Hughes Transactions. As such, Delphi reported amounts include Delco and
         Hughes reported amounts exclude Delco and Hughes Defense.


























































                               - 16 -


     HIGHLIGHTS - 6 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                         Six Months Ended
                                             June 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $70,137  $70,137   $77,164   $73,689
     Financial services        6,441    6,441     6,401     6,401
     Other income              3,894    3,894     3,822     3,077
                             -------  --------  -------   -------
       Total net sales and
         revenues            $80,472  $80,472   $87,387   $83,167
                             -------  --------  -------   -------
     Total net sales and
       revenues(9)           $69,889  $69,889   $77,198   $73,723
     Gross profit margin
       percentage(9)            15.7%    15.8%     17.0%     17.0%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (9)         $1,915   $1,989    $4,756    $3,843
     Effective income tax
       rate (9)                 34.0%    34.2%     34.5%     35.7%
     .............................................................
     Consolidated net income  $1,993   $2,037    $3,894    $3,270
     Net profit margin(9)        2.9%     2.9%      5.0%      4.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,933             $3,658
       Class H (2)                $-               $196
       Class H (3)               $29                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.88      $2.95    $4.98     $4.38
       Class H (2)                $-         $-    $1.94
       Class H (3)             $0.27      $0.27       $-     $0.07
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.82      $2.89    $4.93     $4.33
       Class H (2)                $-      $-       $1.94
       Class H (3)             $0.27      $0.27       $-     $0.07
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $1.00               $1.00
       Class H (2)                $-               $0.50
       Class H (3)                $-                  $-
     ..............................................................



   See footnotes beginning on page 24.


                                              continues










                               - 17 -


     HIGHLIGHTS - 6 Months Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)


                                          Six Months Ended
                                           June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     Net sales and revenues        $69,889            $-   $69,889
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                58,942            74    58,868
       Selling, general,
         and admin. expenses         6,281             -     6,281
       Depreciation and
         amort. expenses             3,410             -     3,410
                                    ------        ------    ------
     Total costs and
       expenses                     68,633            74    68,559
                                    ------        ------    ------
     Operating income (loss)         1,256           (74)    1,330
     Other income less
       income deductions             1,236             -     1,236
     Interest expense                  577             -       577
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests            1,915           (74)    1,989
     Income tax expense (credit)       651           (30)      681
                                    ------        ------    ------
     Income (loss) after
       income taxes                  1,264           (44)    1,308
     Minority interests                  3             -         3
     Earnings of nonconsolidated
       affiliates                      726             -       726
                                    ------        ------    ------

     Net income (loss)              $1,993          $(44)   $2,037
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $2.88                   $2.95
         Diluted                     $2.82                   $2.89

     Gross profit margin              15.7%                   15.8%
     Effective income tax rate        34.0%                   34.2%
     Net profit margin                 2.9%                    2.9%


      See footnotes beginning on page 24.


                                    continues














                               - 18 -


     HIGHLIGHTS - 6 Months Adjusted for Hughes Transactions
     and Special Items - with Financing and Insurance
     Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Six Months Ended
                                            June 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-     Items  Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues  $77,198   $3,475       $-    $73,723
                              ------   ------   ------     ------
     Costs and expenses:
       Cost of sales          64,102    2,845       80     61,177
       Selling, general,
         and admin.expenses    6,174      305        -      5,869
       Depreciation and
         amort. expenses       3,797       82        -      3,715
                              ------   ------   ------     ------
     Total costs and
       expenses               74,073    3,232       80     70,761
                              ------   ------   ------     ------
     Operating income (loss)   3,125      243      (80)     2,962
     Other income less
       income deductions       2,069       39      706      1,324
     Interest expense (credit)   438       (5)       -        443
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      4,756      287      626      3,843
     Income tax expense        1,639       67      200      1,372
                              ------   ------   ------     ------
     Income after income
       taxes                   3,117      220      426      2,471
     Minority interests           37       (1)       -         38
     Earnings (loss) of
       noncons. affiliates       740      (21)       -        761
                              ------   ------   ------     ------

     Net income               $3,894     $198     $426     $3,270
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $4.98                        $4.38
         Diluted               $4.93                        $4.33

     Gross profit margin        17.0%                        17.0%
     Effective income tax rate  34.5%                        35.7%
     Net profit margin           5.0%                         4.4%


      See footnotes beginning on page 24.


                                    continues













                               - 19 -


     HIGHLIGHTS - 6 Months Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)


                                          Six Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM-NAO                           $630            $-       $630
     Delphi                            347             -        347
     GMIO(7)                           297            44        341
     Hughes                            110             -        110
     GMAC                              714             -        714
     Other(8)                         (105)            -       (105)
                                     -----         -----      -----

     Consolidated net income        $1,993           $44     $2,037
                                     =====         =====      =====



                                           Six Months Ended
                                             June 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GM-NAO                   $1,238         $-        $-     $1,238
     Delphi                      490        181        50        721
     GMIO(7)                     805          -      (158)       647
     Hughes                      777       (429)     (318)        30
     GMAC                        710          -         -        710
     Other(8)                   (126)        50         -        (76)
                                 ---        ---       ---        ---

     Consolidated net income  $3,894      $(198)    $(426)    $3,270
                               =====        ===       ===      =====










     See footnotes beginning on page 24.


                                            continues















                               - 20 -



     HIGHLIGHTS - 6 Months Automotive Sectors
     Adjusted for Special Items
     (Dollars in Millions)


                                       Six Months Ended
                                        June 30, 1998
                               ------------------------------
                               GM-NAO      Delphi      GMIO
                               ------      ------     -------

     Reported
     --------

     Net sales and revenues    $47,793     $14,664    $17,053
                                ------      ------     ------
     Pre-tax income                861         460        478
     Income tax expense            251         140        195
     Equity income and
       minority interests           20          27         14
                                ------      ------     ------
     Net income                   $630        $347       $297
                                ======      ======     ======

     Net profit margin             1.3%        2.4%       1.7%
     Effective income tax rate    29.2%       30.4%      40.8%


     Special Items
     -------------

     Net sales and revenues         $-          $-         $-
                                ------       -----      -----
     Pre-tax income                  -           -         74
     Income tax expense              -           -         30
     Equity income and
       minority interests            -           -          -
                                ------       -----      -----
     Net income                     $-          $-        $44
                                ======       =====      =====


     Adjusted (1)
     --------

     Net sales and revenues    $47,793     $14,664    $17,053
                                ------      ------     ------
     Pre-tax income                861         460        552
     Income tax expense            251         140        225
     Equity income and
       minority interests           20          27         14
                                ------      ------     ------
     Net income                   $630        $347       $341
                                ======      ======     ======

     Net profit margin             1.3%        2.4%       2.0%
     Effective income tax rate    29.2%       30.4%      40.8%


      See footnotes beginning on page 24.


                                    continues











                               - 21 -


     HIGHLIGHTS - 6 Months Automotive Sectors
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                         Six Months Ended
                                           June 30, 1997
                                -------------------------------

                                GM-NAO      Delphi       GMIO
                               -------     -------     -------
     Reported
     --------
     Net sales and revenues    $50,682     $13,442     $17,994
                                ------      ------      ------
     Pre-tax income              1,810         705       1,200
     Income tax expense            603         242         397
     Equity income and
       minority interests           31          27           2
                                ------      ------      ------
     Net income                 $1,238        $490        $805
                                ======      ======      ======

     Net profit margin             2.4%        3.6%        4.5%
     Effective income tax rate    33.3%       34.3%       33.1%

     Hughes Transactions
     -------------------
     Net sales and revenues         $-      $2,743          $-
                                ------      ------      ------
     Pre-tax income                  -         286           -
     Income tax expense              -         109           -
     Equity income and
       minority interests            -           4           -
                                ------      ------      ------
     Net income                     $-        $181          $-
                                ======      ======      ======

     Special Items
     -------------
     Net sales and revenues         $-          $-          $-
                                ------      ------      ------
     Pre-tax income                  -          80        (216)
     Income tax expense              -          30         (58)
     Equity income and
       minority interests            -           -           -
                                ------      ------      ------
     Net income                     $-         $50       $(158)
                                ======      ======      ======

     Adjusted (1)
     --------
     Net sales and revenues    $50,682     $16,185     $17,994
                                ------      ------      ------
     Pre-tax income              1,810       1,071         984
     Income tax expense            603         381         339
     Equity income and
       minority interests           31          31           2
                                ------      ------      ------
     Net income                 $1,238        $721        $647
                                ======      ======      ======

     Net profit margin             2.4%        4.5%        3.6%
     Effective income tax rate    33.3%       35.6%       34.5%


      See footnotes beginning on page 24.


                                               continues




                               - 22 -


<PAGE>



     HIGHLIGHTS - 6 Months Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           1,123        1,403
                        Trucks         1,068        1,090
                                     -------      -------
         Total United States           2,191        2,493
       Canada and Mexico                 329          324
                                     -------      -------
           Total North America         2,520        2,817
       International                   1,597        1,619
                                     -------      -------
             Total Worldwide           4,117        4,436
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  494          505
                 - Trucks                872          742
       Pontiac                           290          314
       GMC                               264          233
       Buick                             215          205
       Oldsmobile                        169          146
       Saturn                            117          129
       Cadillac                           92           87
       Other                              13           14
                                      ------       ------
         Total United States           2,526        2,375
     Canada and Mexico                   313          283
                                      ------       ------
         Total North America           2,839        2,658
                                      ------       ------
     International
       Europe                            948          957
       Latin America, Africa, and the
         Middle East                     360          350
       Asia and Pacific                  230          306
       Other International                19           16
                                      ------       ------
         Total International           1,557        1,629
                                      ------       ------
             Total Worldwide           4,396        4,287
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           31.4%        31.9%
         Trucks                         30.5%        28.6%
           Total                        30.9%        30.4%
       Western Europe                   10.4%        11.4%
       Latin America                    21.1%        19.2%
       Asia and Pacific                  4.1%         4.4%
       Total Worldwide                  16.4%        15.8%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             23.9%        26.4%
       % Fleet Sales - Trucks           15.0%        14.8%
       Total Vehicles                   19.7%        21.4%
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    82.8%        93.6%
     ....................................................
     Retail Incentives($ per unit)
       GM-NAO                         $1,490         $962
     ....................................................
     See footnotes beginning on page 24.
                                                continues






                               - 23 -

     HIGHLIGHTS - 6 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (8)
       Depreciation                   $2,169       $2,127
       Amortization of special tools   1,187        1,577
       Amortization of intangible assets  54           93
                                       -----        -----
                                      $3,410       $3,797
                                       =====        =====
     ....................................................
     Worldwide Payrolls (10)          $13,773     $14,146
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for 1998 and 1997  include the  unfavorable  effects of  strike-related
         work stoppages. The unfavorable after-tax impacts of the work stoppages
         were $1.2 billion, or $1.79 per share of $1-2/3 par value common stock,
         in 1998 and $490 million, or $0.67 per share of $1-2/3 par value common
         stock, in 1997. The unfavorable  after-tax impacts for GM-NAO were $890
         million  and  $375  million  in  1998  and  1997,   respectively.   The
         unfavorable  after-tax  impacts for Delphi  were $290  million and $115
         million in 1998 and 1997, respectively.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (5) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton, N.J., plant during the 1998 calendar year.
     (6) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 per share of $1-2/3 par value
         common  stock),related  to the sale of GM Europe's  equity  interest in
         Avis Europe.
     (7) GMIO Includes:                   Six Months Ended
                                              June 30,
                                         ------------------
                                         1998          1997
                                         ----          ----
                        GM Europe        $267          $303
                        Other GMIO        $74          $344
     (8) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.


                               - 24 -

     HIGHLIGHTS - 6 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)


     (9) Calculated with financing and insurance operations on an equity basis.
     (10)Payroll  amounts  reported  for 1997 have been  adjusted to reflect the
         changes  to GM's  organizational  structure  resulting  from the Hughes
         Transactions. As such, 1997 reported amounts exclude Hughes Defense.

















































                                    - 25 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                      Three Months Ended     Six Months Ended
                                            June 30,              June 30,
                                      1998        1997        1998      1997
                                      ----        ----        ----      ----
                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products              $33,577     $39,724     $70,137    $77,164
Financial services                   3,280       3,204       6,441      6,401
Other income                         2,044       2,218       3,894      3,822
                                   -------     -------     -------    -------
    Total net sales and revenues    38,901      45,146      80,472     87,387
                                    ------      ------      ------     ------

Costs and expenses
Cost of sales and other operating
  charges, exclusive of items
  listed below                      28,623      33,008      58,980     64,118
Selling, general, and 
  administrative expenses            4,401       3,984       8,143      7,575
Depreciation and amortization 
  expenses                           2,931       3,101       5,838      6,166
Interest expense                     1,753       1,500       3,383      2,961
Other deductions                       632         320       1,145        568
                                  --------    --------     -------   --------
    Total costs and expenses        38,340      41,913      77,489     81,388
                                    ------      ------      ------     ------

Income before income taxes and
  minority interests                   561       3,233       2,983      5,999
Income taxes                           175       1,153         983      2,142
Minority interests                       3          18          (7)        37
                                     -----     -------     -------    -------
    Net income                         389       2,098       1,993      3,894
Dividends on preference stocks          15          20          31         40
                                      ----     -------      ------    -------
    Earnings on common stocks         $374      $2,078      $1,962     $3,854
                                       ===       =====       =====      =====

Basic earnings per share attributable to
  common stocks
  Earnings per share attributable to
    $1-2/3 par value                    $0.54     $2.68        $2.88     $4.98
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $1.35                  $1.94
  Earnings per share attributable to 
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                  $0.14                  $0.27

Diluted earnings per share attributable
  to common stocks
  Earnings per share attributable to
    $1-2/3 par value                    $0.52     $2.67        $2.82     $4.93
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $1.35                  $1.94
  Earnings per share attributable to
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                  $0.14                  $0.27
















                                    - 26 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                               June 30,             June 30,
                                                 1998     Dec. 31,    1997
                                            (Unaudited)    1997    (Unaudited)
                                                   (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                       $8,721    $11,262     $11,674
Other marketable securities                      8,407     11,722       9,605
                                               -------     ------     -------
  Total cash and marketable securities          17,128     22,984      21,279

Finance receivables - net                       60,766     58,870      60,357
Accounts and notes receivable (less allowances)  8,771      7,493       7,461
Inventories (less allowances)                   13,253     12,102      13,528
Deferred income taxes                           22,179     22,478      19,291
Equipment on operating leases (less accumulated
  depreciation)                                 35,335     33,302      32,300
Property - net                                  36,050     34,567      37,653
Intangible assets - net                         12,159     11,469      15,029
Other assets - net                              24,938     25,623      25,007
                                              --------   --------    --------
    Total assets                              $230,579   $228,888    $231,905
                                               =======    =======     =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $15,395    $15,782     $14,197
   Notes and loans payable                      98,957     93,027      89,918
   Deferred income taxes                         3,188      2,923       3,530
   Postretirement benefits other than pensions  40,338     41,168      44,007
   Pensions                                      5,537      7,043       7,774
   Accrued expenses and other liabilities       50,728     50,490      47,330
                                              --------   --------    --------
    Total liabilities                          214,143    210,433     206,756
                                               -------    -------     -------

   Minority interests                              518        727         716
  General Motors - obligated mandatorily 
    redeemable preferred securities of 
    subsidiary trusts holding solely
    junior subordinated debentures of 
    General Motors
      Series D                                      79         79           -
      Series G                                     143        143           -
   Redeemable preferred stock of subsidiary          -          -         402

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 655,007,825;
      693,456,394; and 721,480,932 shares)       1,092      1,156       1,202
    Class H (issued, 101,641,092 shares)             -          -          10
    Class H (issued, 105,731,028, and 
    103,885,803 shares)                             11         10           -
   Capital surplus (principally additional 
    paid-in capital)                            12,773     15,369      17,250
   Retained earnings                             6,706      5,416       9,201
                                               -------    -------     -------
      Subtotal                                  20,583     21,952      27,664
   Minimum pension liability adjustment         (4,062)    (4,062)     (3,490)
   Accumulated foreign currency translation 
     adjustments                                (1,332)      (888)       (642)
   Net unrealized gains on securities              507        504         499
                                                ------    -------    --------
      Accumulated other comprehensive loss      (4,887)    (4,446)     (3,633)
      Total stockholders' equity                15,696     17,506      24,031
                                              --------   --------    --------
      Total liabilities and stockholders' 
        equity                                $230,579   $228,888    $231,905
                                               =======    =======     =======










                                    - 27 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                         Six Months Ended
                                                              June 30,
                                                         1998       1997
                                                       (Dollars in Millions)

Net cash provided by operating activities               $4,837    $9,773
                                                         -----    ------

Cash flows from investing activities
  Expenditures for property                             (4,614)   (4,268)
  Investments in other marketable securities
    - acquisitions                                     (13,487)  (18,147)
  Investments in other marketable securities
    - liquidations                                      17,197    17,595
  Investments in companies, net of cash acquired        (1,322)   (1,652)
  Finance receivables - acquisitions                   (78,491)  (79,997)
  Finance receivables - liquidations                    58,951    63,304
  Proceeds from sales of finance receivables            17,356    12,930
  Operating leases - acquisitions                      (12,331)  (10,649)
  Operating leases - liquidations                        7,684     6,227
  Other                                                     26       954
Net cash used in investing activities                   (9,031)  (13,703)
                                                         -----    ------

Cash flows from financing activities
  Net increase in loans payable                          1,709     3,269
  Increase in long-term debt                            11,019     8,485
  Decrease in long-term debt                            (7,564)   (7,061)
  Proceeds from issuing common stocks                      344       281
  Repurchases of common stocks                          (3,071)   (2,292)
  Cash dividends paid to stockholders                     (703)     (829)
                                                        ------    ------
Net cash provided by financing activities                1,734     1,853
                                                         -----     -----

Effect of exchange rate changes on cash and 
  cash equivalents                                         (81)     (312)
                                                         -----     -----
Net decrease in cash and cash equivalents               (2,541)   (2,389)
Cash and cash equivalents at beginning of the period    11,262    14,063
                                                        ------    ------
Cash and cash equivalents at end of the period          $8,721   $11,674
                                                         =====    ======
































                                    - 28 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                       1998      1997        1998       1997
                                       ----      ----        ----       ----
                                            (Dollars in Millions)
Net sales and revenues               $33,462   $39,741     $69,889    $77,198
                                      ------    ------      ------     ------

Costs and expenses
Cost of sales and other operating
  charges, exclusive of items listed
  below                               28,619    32,998      58,942     64,102
Selling, general, and administrative 
  expenses                             3,421     3,290       6,281      6,174
Depreciation and amortization expenses 1,727     1,918       3,410      3,797
                                      -------  -------      ------    -------
  Total costs and expenses            33,767    38,206      68,633     74,073
                                      ------    ------      ------     ------

Operating (loss)  income                (305)    1,535       1,256      3,125
Other income less income deductions      654     1,330       1,236      2,069
Interest expense                         322       219         577        438
                                       -----    ------      ------     ------
Income from continuing operations before
  income taxes, minority interests, and 
  earnings of nonconsolidated affiliates  27     2,646       1,915      4,756
Income taxes                              10       909         651      1,639
                                          --    ------      ------      -----
Income from continuing operations before
  minority interests and earnings of
  nonconsolidated affiliates              17     1,737       1,264      3,117
Minority interests                         7        18           3         37
Earnings of nonconsolidated affiliates   365       343         726        740
                                         ---    ------      ------     ------
  Net income                            $389    $2,098      $1,993     $3,894
                                         ===     =====       =====      =====

  Net profit margin (1)                  1.2%      5.3%        2.9%       5.0%

(1)  Net profit  margin  represents  net income as a percentage of net sales and
     revenues.



































                                    - 29 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis
(Unaudited)
                                             June 30,      Dec. 31,    June 30,
                                               1998          1997        1997
                                             --------      --------    --------
                                                      (Dollars in Millions)
                                    ASSETS

Cash and cash equivalents                  $8,637       $10,685       $10,855
Other marketable securities                   477         3,826         4,062
                                           ------       -------       -------
  Total cash and marketable securities      9,114        14,511        14,917
Accounts and notes receivable 
  (less allowances)
  Trade                                     4,617         5,164         5,887
  Nonconsolidated affiliates                1,721           836         1,478
Inventories (less allowances)              11,942        12,102        13,528
Equipment on operating leases 
  (less accumulated depreciation)           4,754         4,677         4,047
Deferred income taxes and other             6,069         6,278         5,425
                                          -------       -------       -------
    Total current assets                   38,217        43,568        45,282
Equity in net assets of nonconsolidated 
  affiliates                               11,091        10,164        10,061
Deferred income taxes                      20,399        20,721        19,692
Other investments and miscellaneous assets 13,803        13,564        13,586
Property - net                             35,293        33,914        37,211
Intangible assets - net                    11,426        10,752        14,864
                                         --------      --------      --------
    Total assets                         $130,229      $132,683      $140,696
                                          =======       =======       =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $10,230       $12,474       $11,235
Loans payable                               1,850           656         1,281
Accrued expenses and customer deposits     31,974        33,459        31,431
                                           ------        ------        ------
    Total current liabilities              44,054        46,589        43,947
Long-term debt                              7,097         5,491         5,967
Capitalized leases                            178           185           188
Postretirement benefits other than 
  pensions                                 37,535        38,388        41,393
Pensions                                    4,780         4,271         5,822
Other liabilities and deferred income
  taxes                                    20,192        19,336        18,230
                                           --------    --------      --------
Total liabilities                         113,836       114,260       115,547
                                          -------       -------       -------
Minority interests                            475           695           716
General Motors - obligated mandatorily 
  redeemable preferred securities of 
  subsidiary trusts holding solely
  junior subordinated debentures of 
  General Motors
    Series D                                   79            79             -
    Series G                                  143           143             -
Redeemable preferred stock of subsidiary        -             -           402
Stockholders' equity                       15,696        17,506        24,031
                                         --------      --------      --------
    Total liabilities and 
      stockholders' equity               $130,229      $132,683      $140,696
                                          =======       =======       =======





















                                    - 30 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)

                                                            Six Months Ended
                                                                June 30,
                                                            1998       1997
                                                         (Dollars in Millions)

Net cash provided by operating activities                  $1,166    $7,582
                                                            -----     -----

Cash flows from investing activities
  Expenditures for property                                (4,369)   (4,070)
  Investments in companies, net of cash acquired           (1,322)   (1,652)
  Investments in other marketable securities 
    - acquisitions                                         (4,984)   (7,963)
  Investments in other marketable securities 
    - liquidations                                          8,332     7,543
  Operating leases - acquisitions                          (2,994)   (2,610)
  Operating leases - liquidations                           2,767     1,667
  Other                                                        72       (29)
                                                          -------   -------
Net cash used in investing activities                      (2,498)   (7,114)
                                                            -----     -----

Cash flows from financing activities
  Net increase in loans payable                             1,194        66
  Increase in long-term debt                                2,652       195
  Decrease in long-term debt                               (1,052)      (37)
  Proceeds from issuing common stocks                         344       281
  Repurchases of common stocks                             (3,071)   (2,292)
  Cash dividends paid to stockholders                        (703)     (829)
                                                           ------    ------
Net cash used in financing activities                        (636)   (2,616)
                                                           ------     -----

Effect of exchange rate changes on cash and 
  cash equivalents                                            (80)     (317)
                                                            -----     -----
Net decrease in cash and cash equivalents                  (2,048)   (2,465)
Cash and cash equivalents at beginning of the period       10,685    13,320
                                                           ------    ------
Cash and cash equivalents at end of the period             $8,637   $10,855
                                                            =====    ======

Cash Flows With Financing and Insurance Operations on an Equity Basis


























                                    - 31 -

                 HUGHES ELECTRONICS CORPORATION NEWS RELEASE

      El  Segundo,  Calif.,  July  13,  1998 -  Hughes  Electronics  Corporation
(Hughes)  today reported that second  quarter 1998 revenues  increased  18.9% to
$1,369.0 million compared with $1,151.4 million in the second quarter of 1997.

      Operating  profit(1)  in the  quarter  increased  36.5% to  $78.2  million
compared  with  $57.3  million in the second  quarter  of 1997.  Second  quarter
operating profit margin on the same basis increased to 5.7% in 1998 from 5.0% in
1997.

      Second quarter  earnings(1)  increased to $56.1 million compared with last
year's $6.1 million, which excludes the $318.3 million after-tax gain ($0.80 per
share) recognized in connection with the May 1997 PanAmSat merger.  Earnings per
share on the same basis  increased to $0.14 per share versus pro forma  earnings
per share(2) of $0.01 in 1997.  Including the gain  associated with the PanAmSat
merger,  second  quarter  1997  earnings  and pro forma  earnings per share were
$324.4 million and $0.81 per share, respectively.

      "The  solid  financial  performance  reported  in the  second  quarter  is
consistent  with  Hughes'  growth  expectations  as  a  satellite  and  wireless
communications  company,"  said  Michael T.  Smith,  Hughes  chairman  and chief
executive  officer.  "The increases in revenues and operating profit were driven
by  record  DIRECTV(R)   subscriber   growth  through  June,   continued  strong
performance  in our  satellite  services  segment  resulting  from the  PanAmSat
merger, and higher commercial satellite sales."

                          Six-Month Financial Review

      For the first six months of 1998,  revenues  increased  22.3% to  $2,660.0
million  compared with $2,175.4  million in the first half of 1997.  This growth
was  primarily  the result of record  DIRECTV  subscriber  growth,  the May 1997
PanAmSat merger and higher commercial satellite sales.

      Driven by the revenue growth, operating profit(1) for the first six months
rose sharply to $161.8  million versus $90.4 million in 1997.  Operating  profit
margin on the same basis  increased to 6.1% compared with 4.2% in the first half
of 1997.

      Earnings(1)and  earnings  per share in the first half of 1998 were  $109.8
million and $0.27, respectively. Excluding the gain associated with the PanAmSat
merger,  earnings and pro forma earnings per share(2) in the first six months of
1997 were $30.0  million and $0.07 per share,  respectively.  The  increases  in
earnings and earnings per share were principally a result of the  aforementioned
revenue and operating profit growth.

                SEGMENT FINANCIAL REVIEW: SECOND QUARTER 1998

                           Direct-To-Home Broadcast

      For the quarter,  revenues  increased  42.5% to $401.5 million from $281.7
million in the second  quarter of 1997.  The increase  resulted  from  continued
strong subscriber growth and average monthly revenue per subscriber,  as well as
low  subscriber  churn  rates.  Domestic  DIRECTV  propelled  this  growth  with
quarterly  revenues of $368  million,  a 49%  increase  over last year's  second
quarter revenues of $247 million. With 227,000 net new subscribers in the

                                    - 32 -

second quarter, total DIRECTV subscribers grew to 3,755,000 in the United States
as of June 30, 1998. The Company's  Latin American  DIRECTV  subsidiary,  Galaxy
Latin America (GLA),  had second quarter  revenues of $32 million  compared with
$13  million in 1997.  With the  addition of 49,000 net new  subscribers  in the
second  quarter,  total DIRECTV  subscribers in Latin America were 387,000 as of
June 30, 1998. In addition, DIRECTV Japan(TM), a 32% owned equity affiliate, had
a total of 140,000 subscribers by the end of the second quarter.

      The segment  operating loss in the quarter was $40.2 million compared with
an  operating  loss of $47.9  million in the second  quarter of 1997.  The lower
operating loss in 1998 was principally due to increased subscriber revenues that
more than offset higher sales and  marketing  expenditures.  The second  quarter
1998 operating loss for the domestic  DIRECTV  business was $7 million  compared
with $21 million last year,  and GLA's  second  quarter  operating  loss was $32
million compared with $33 million last year.

                              Satellite Services

      Second quarter 1998 revenues were up 42.5% to $191.1 million compared with
$134.1 million in the prior year. The increase was primarily due to the May 1997
PanAmSat  merger and  increased  operating  lease  revenues for video,  data and
Internet-related services.

      As a result of this revenue growth,  operating  profit in the quarter rose
18.3% to $74.4  million from $62.9 million in 1997.  Operating  profit margin in
the period  declined to 38.9% from 46.9% in the same period last year  primarily
from goodwill  amortization  associated with the PanAmSat merger and a provision
for the loss relating to the May 1998 failure of PanAmSat's Galaxy IV satellite.

                           Satellite Manufacturing

      For the second quarter of 1998, revenues increased 15.4% to $674.8 million
from revenues of $584.5 million for the same period in 1997. Operating profit in
the quarter  increased  11.5% to $60.0  million from $53.8  million in the prior
year.  The increases in revenue and  operating  profit were  principally  due to
higher  commercial  satellite  sales  to  customers  such as  Thuraya  Satellite
Telecommunications  Company, ICO Global Communications and PanAmSat Corporation.
Operating  profit  margin in the quarter  declined  slightly to 8.9% versus 9.2%
last year.

                               Network Systems

      Second  quarter  revenues  for Hughes  Network  Systems  (HNS) were $221.7
million  compared  with $210.9  million in the same period last year.  Increased
sales of satellite-based  mobile telephony equipment were mostly offset by lower
sales of international wireless local loop telephone systems.
      The  operating  loss in the quarter  was $25.2  million  compared  with an
operating  loss of $1.0  million in the second  quarter of 1997.  The  increased
operating  loss in the second quarter of 1998 was primarily due to a $26 million
provision  for  estimated  losses  associated  with the  bankruptcy  filing by a
customer.




                                       - 33 -


                                BALANCE SHEET

      The cash balance of $1,592.8  million at June 30, 1998  declined  $1,191.0
million from December 31, 1997  primarily due to the $851.4  million  additional
investment in PanAmSat to increase  Hughes'  ownership from 71.5% to 81.0% and a
$204.7  million cash payment to GM in connection  with the  finalization  of the
purchase price adjustment amount related to the transfer of Delco Electronics to
GM in December 1997 as part of the Hughes Transactions.  The Hughes Transactions
also included the spin-off and merger of Hughes Defense with Raytheon Company.



-------------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  

(2)1997  earnings  per share are
presented on a pro forma basis.  Historically,  such  earnings per share amounts
were  calculated  based on the financial  performance  of former  Hughes,  which
consisted   of   the   defense   electronics,    automotive   electronics,   and
telecommunications and space businesses. Since these financial statements relate
only to the  telecommunications  and space businesses of former Hughes,  the pro
forma  presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.
































                                    - 34 -
STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Six Months Ended
                                    Second Quarter            June 30,   
                                   ----------------        ----------------
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                     $762.6      $739.4    $1,454.7    $1,422.6
Direct broadcast, leasing and
  other services                   606.4       412.0     1,205.3       752.8 
----------------------------------------------------------------------------
   Total Revenues                1,369.0     1,151.4     2,660.0     2,175.4
----------------------------------------------------------------------------

Operating Costs and Expenses
Cost of products sold              580.6       606.3     1,122.9     1,161.1
Broadcast programming and other 
  cost                             250.8       190.7       515.6       354.5
Selling, general, and 
  administrative expenses          359.2       230.1       661.8       452.1
Depreciation and amortization      100.2        67.0       197.9       117.3
Amortization of GM purchase 
  accounting adjustments (1)         5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
   Total Operating Costs 
     and Expenses                1,296.1     1,099.4     2,508.8     2,095.6
----------------------------------------------------------------------------

Operating Profit                    72.9        52.0       151.2        79.8

Interest income                     30.6         5.7        68.1         7.7
Interest expense                    (2.9)      (18.6)       (5.9)      (33.7)
Other, net                         (35.1)      479.5       (69.4)      470.4
----------------------------------------------------------------------------

Income from Continuing Operations 
   Before Income Taxes and 
   Minority Interests               65.5       518.6       144.0       524.2

Income taxes                        23.3       207.5        54.7       209.7
Minority interests in net losses 
   of subsidiaries                   8.6         7.7         9.9        21.9
----------------------------------------------------------------------------

Income from continuing operations   50.8       318.8        99.2       336.4

Income from discontinued operations,
   net of taxes                        -         0.3           -         1.3
----------------------------------------------------------------------------

Net Income                          50.8       319.1        99.2       337.7

Adjustments to exclude the effect
   of GM purchase accounting 
   adjustments (1)                   5.3         5.3        10.6        10.6
----------------------------------------------------------------------------

Net Earnings Used for Computation
   of Available Separate 
   Consolidated Net Income         $56.1      $324.4      $109.8      $348.3
============================================================================

Available Separate Consolidated 
   Net Income (2)                  $14.7       $82.0       $28.7      $88.0
============================================================================

Net Earnings Attributable to General Motors
   Class H Common Stock on a Per Share
   Basis (2)                       $0.14       $0.81       $0.27       $0.87
============================================================================

(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically, such amounts
   were calculated based on the financial performance of former Hughes, which
   consisted of the defense electronics, automotive electronics and
   telecommunications and space businesses.  Since these financial statements
   relate only to the telecommunications and space businesses of former
   Hughes, the pro forma presentation is used to present the results that
   would have been achieved relative to the GM Class H common stock had the
   results been calculated based only upon such telecommunications and space
   businesses.


                                    - 35 -


BALANCE SHEET
(Dollars in Millions)
                                                    June 30,      December 31,
ASSETS                                                1998           1997
-----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,592.8         $2,783.8
Accounts and notes receivable                         892.6            662.8
Contracts in process                                  564.0            575.6
Inventories                                           581.8            486.4
Prepaid expenses, deferred income taxes and other     376.8            297.3
----------------------------------------------------------------------------

Total Current Assets                                4,008.0          4,805.9
Satellites - Net                                    2,897.5          2,643.4
Property - Net                                        927.6            889.7
Net Investment in Sales-type Leases                   231.1            337.6
Intangible Assets - Net                             3,514.3          2,954.8
Investments and Other Assets                        1,160.4          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $12,738.9        $12,763.8
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                     $655.4           $472.8
Advances on contracts                                 244.1            209.8
Deferred revenues                                     121.8            110.6
Notes payable                                         100.0               -
Accrued liabilities                                   581.0            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           1,702.3          1,482.6
Long-Term Debt                                        787.9            637.6
Deferred Gains on Sales and Leasebacks                138.6            191.9
Accrued Operating Leaseback Expense                    54.1            100.2
Postretirement Benefits Other Than Pensions           155.7            154.8
Other Liabilities and Deferred Credits                670.1            706.4
Deferred Income Taxes                                 636.5            570.8
Minority Interests                                    373.7            607.8
Stockholder's Equity                                8,220.0          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $12,738.9        $12,763.8
============================================================================

Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).
















                                    - 36 -


PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Six Months Ended
                                    Second Quarter           June 30,    
                                   ----------------      ----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $401.5      $281.7    $789.4      $517.3
Operating Loss                    $(40.2)     $(47.9)   $(71.8)    $(115.4)
Depreciation and Amortization      $23.5       $23.0     $46.0       $41.3
Capital Expenditures               $34.4       $18.8     $48.1       $30.2
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $191.1      $134.1    $384.1      $261.7
Operating Profit                   $74.4       $62.9    $160.1      $131.2
Operating Profit Margin             38.9%       46.9%     41.7%       50.1%
Depreciation and Amortization      $58.7       $30.1    $113.2       $43.9
Capital Expenditures (1)          $116.9       $18.1    $366.5      $352.7
--------------------------------------------------------------------------
SATELLITE MANUFACTURING
Total Revenues                    $674.8      $584.5  $1,299.1    $1,143.8
Operating Profit                   $60.0       $53.8    $115.1      $106.6
Operating Profit Margin              8.9%        9.2%      8.9%        9.3%
Depreciation and Amortization      $11.5        $9.1     $22.2       $17.8
Capital Expenditures               $21.6       $24.5     $32.3       $40.1
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $221.7      $210.9    $406.4      $393.4
Operating Loss                    $(25.2)      $(1.0)   $(37.1)     $(16.3)
Depreciation and Amortization       $9.9        $8.9     $18.4       $16.1
Capital Expenditures               $10.9       $10.8     $15.7       $17.7
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(120.1)     $(59.8)  $(219.0)    $(140.8)
Operating Profit (Loss)             $9.2      $(10.5)    $(4.5)     $(15.7)
Depreciation and Amortization      $(3.4)      $(4.1)    $(1.9)      $(1.8)
Capital Expenditures               $10.0       $52.8    $135.9     $(221.7)
===========================================================================

*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated Certificate of Incorporation, the
    earnings attributable to GM Class H common stock for purposes of
    determining the amount available for the payment of dividends on GM Class
    H common stock specifically excludes such adjustments.  In order to
    provide additional analytical data, the above unaudited pro forma
    selected segment data, which exclude the purchase accounting adjustments
    related to GM's acquisition of Hughes, are presented.
(1)Includes  expenditures  related to  satellites  amounting  to $46.6  million,
   $15.0 million, $192.2 million and $347.1 million, respectively. Also included
   in 1998 is $59.0  million for the second  quarter and $155.6  million for the
   six months related to the early buy-out of satellite sale-leasebacks.

















                                    - 37 -


                              GMAC NEWS RELEASE

                 GMAC ANNOUNCES 1998 SECOND QUARTER EARNINGS


DETROIT -- General Motors Acceptance  Corporation (GMAC) reported second quarter
1998 consolidated net income of $365 million,  up 8% from $338 million earned in
the second quarter of 1997, GMAC President John D. Finnegan announced today. Net
income for the first six months of 1998 was $714  million,  up from $710 million
reported in the same period a year ago.

      For the quarter,  net income from automotive  financing operations totaled
$288  million,  up 18% from $245 million  earned in the second  quarter of 1997.
Earnings  were  higher  due to an  increase  in  financing  volumes  and a lower
effective income tax rate, partially offset by lower net financing margins.

      GMAC Insurance  Holdings,  Inc. generated net income of $54 million in the
second  quarter of 1998, up 28% from $42 million  earned in the same period last
year.  Earnings were higher due to increased capital gains,  partially offset by
higher weather-related losses on dealership inventory coverages.

      GMAC  Mortgage  Group,  Inc.  generated  net income of $23  million in the
second  quarter of 1998  compared to $51 million  earned in the same period last
year.  Mortgage  Group  earnings  were  lower  due to  higher  than  anticipated
prepayment speeds primarily on interest-only products.



                                    * * *


                                  SIGNATURE

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    July 14, 1998
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)












                                    - 38 -
[{"type": "8-K", "sequence": "1", "description": "2Q98PR.TXT", "secsgml_size_bytes": 111601}]
{"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": "001-00143", "film-number": "98665929"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48243-7301", "phone": "3135565000"}, "mail-address": {"street1": "3044 W GRAND BOULEVARD", "city": "DETROIT", "state": "MI", "zip": "48202-3091"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

                                   FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) July 14, 1998
                                  ----------------

                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)

   100 Renaissance Center, Detroit, Michigan                 48243-7301
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                    - 1 -

ITEM 5. OTHER EVENTS

     (a) On July 14,  1998,  a news  release was issued on the subject of second
quarter consolidated earnings for GM. The news release did not include financial
statement  footnotes and certain other financial  information that will be filed
with the Securities and Exchange Commission at a later date. The GM news release
and related news  releases  for second  quarter  earnings of Hughes  Electronics
Corporation   (Hughes)  dated  July  13,  1998  and  General  Motors  Acceptance
Corporation (GMAC) dated July 14, 1998, respectively, were as follows:

                               GM NEWS RELEASE

          GM REPORTS  1998-SECOND  QUARTER NET INCOME OF $389 MILLION 

DETROIT -- General Motors  Corporation  (GM) today reported  1998-second-quarter
consolidated  net  income of $389  million,  or $0.54 per share of GM $1-2/3 par
value  common  stock,  including  the impact of  strikes at two key plants  that
essentially  halted production in North America in the final weeks of the period
(see below).  This compares with $2.0 billion, or $2.62 per share, in the second
quarter  of 1997,  adjusted  to reflect  the effect of the Hughes  Transactions,
which took place in December of 1997. All  earnings-per-share  amounts are basic
(see Highlights for diluted earnings-per-share amounts).

      The  second-quarter-1998  results  included an unfavorable  impact of $1.2
billion  after taxes,  or $1.79 per share,  related to major  production  losses
caused by strikes at two GM component plants in Flint, Mich. Second-quarter-1997
results  included the $490 million,  or $0.67 per share,  unfavorable  impact of
strikes at two key assembly plants.  Second-quarter-1998 results also included a
special item that resulted in an unfavorable effect of $44 million, or $0.07 per
share, while  second-quarter-1997  results included two favorable items totaling
$421 million, or $0.47 per share, (see Strike Related Impact and Special Items).

      Excluding  the impact of the  strike-related  work  stoppages  and special
items,  second-quarter-1998  income  totaled $1.6  billion,  or $2.40 per share,
which compares with $2.1 billion,  or $2.82 per share,  in the second quarter of
1997.   The   decline   in   operating   results   is   primarily   related   to
non-strike-related  lower volumes in North America and Europe, and intense price
competition worldwide.

      Consolidated  net sales and revenues in the second quarter of 1998 totaled
$38.9 billion,  compared with $43.3 billion in the same period of 1997, adjusted
for the effect of the Hughes Transactions.

      "Obviously,  our financial  performance  in the second quarter of 1998 was
severely  impacted  by the UAW  strikes  against  our  plants in Flint,  and was
certainly not representative of the positive momentum our financial  performance
had been building," GM Chairman and Chief Executive  Officer John F. Smith, Jr.,
said.

      "In order to protect key product  programs,  such as our new generation of
full-size pickups, we are taking a close look at our spending priorities," Smith
said. "We continue to examine all opportunities to reduce cash consumption,  and
we  are  carefully   reviewing   future  spending  for  marginal   products  and
facilities."

                                    - 2 -

      To the extent that work  stoppages  continue to disrupt the production and
shipment of vehicles into the third quarter of 1998,  the resulting  deferral or
decline in revenues will have an adverse impact on GM's operating  results.  The
estimate of the strike-related  impact on the  second-quarter-1998  results does
not take into account the effect of possible  recoveries  that may occur through
production increases that GM is likely to pursue at various facilities in future
periods.

      Corporate  and sector data in the  remainder of this  release  exclude the
above mentioned  strike-related impact in both the 1998- and 1997-second-quarter
periods, and the impact of special items. The 1997 reported amounts are adjusted
to  reflect  changes  to  GM's  organizational   structure  resulting  from  the
conclusion of the Hughes  Transactions  in December of 1997. (See Strike Related
Impact, Special Items, and Highlights.)

      Following  is a summary of  results  from the GM  business  sectors in the
second quarter of 1998:

      -  GM North American  Operations income totaled $694 million in the second
         quarter of 1998.  That compares with $849 million in the second quarter
         of 1997.

      -  Delphi  Automotive  Systems  income  totaled $374 million in the second
         quarter of 1998,  compared  with $522  million  in the same  quarter of
         1997.

      -  GM International  Operations  (GMIO) income totaled $181 million in the
         second  quarter of 1998,  compared with $385 million in the  prior-year
         period.

      Highlights  of   second-quarter-1998   results   reported  by  GM's  major
subsidiaries included the following:

      -  General  Motors  Acceptance  Corporation  (GMAC)  income  totaled  $365
         million for the second  quarter of 1998,  compared  with income of $338
         million in the second quarter of 1997.

      -  Hughes  Electronics  Corporation  (Hughes)  second-quarter-1998  income
         totaled  $56  million,  compared  with  income  of $6  million  in  the
         prior-year period.

GM CONSOLIDATED FINANCIAL DATA (with financing & insurance operations on an
equity basis)

      Excluding the impact of the strikes and special items, consolidated income
in the second  quarter of 1998 totaled $1.6  billion,  or $2.40 per share.  That
compares with $2.1 billion, or $2.82 per share, in the second quarter of 1997.

      The corporation's pretax income totaled $2.0 billion in the second quarter
of 1998, compared with $2.7 billion in the prior-year period.

      The corporation's after-tax net-profit margin -- income as a percentage of
net sales  and  revenues  -- was 4.3  percent  in the  second  quarter  of 1998,
compared with 5.2 percent in the second quarter of 1997.

      Cash and  marketable  securities  totaled  $9.1  billion at June 30, 1998,
compared  with $13.6  billion at March 31, 1998,  and $14.9  billion at June 30,
1997.
                                    - 3 -

      In the second  quarter of 1998,  GM used $1.0 billion to acquire more than
14 million shares of GM $1-2/3 par value common stock. These purchases represent
approximately 25 percent of a $4 billion  repurchase program that began in March
of 1998. Since January 1997, GM's stock  repurchases  total  approximately  $6.3
billion  or about 14 percent  of the  outstanding  shares of GM $1-2/3 par value
common stock.

      Stock  repurchases  have  been  temporarily  suspended  as  part  of  GM's
cash-conservation  initiatives.   However,  Smith  said,  "The  stock-repurchase
program, which is one of our key stockholder value initiatives,  will be resumed
following a labor settlement."

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see Highlights for additional information.)

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      Excluding  the  impact  of the  strikes,  GM  North  American  Operations'
second-quarter-1998 income totaled $694 million. That compares with $849 million
in the second quarter of 1997. The unfavorable strike-related impact in both the
1998 and 1997 second quarters totaled $890 million and $375 million respectively
(see Strike Related Impact).

      "We were making great progress in the  marketplace  with new products that
are very well accepted," said G. Richard Wagoner,  Jr., General Motors executive
vice  president and president of GM North American  Operations.  "Unfortunately,
the UAW  strikes  against  our  plants in Flint  are  dramatically  slowing  our
momentum."

      Excluding the impact of strikes:

      -  GM-NAO's  pretax income  totaled $1.1 billion in the second  quarter of
         1998, compared with $1.3 billion in the prior-year period. GM-NAO's net
         profit margin was 2.7 percent in the second  quarter of 1998,  compared
         with 3.1 percent in 1997.

      -  The decline in the second-quarter-1998 results was more than
         accounted for by lower volume.  Higher sales incentive levels
         were more than offset by material savings, structural-cost
         improvements, and cost savings associated with new products
         that are less expensive to build.  This cost performance is a
         continuation of the favorable trend evident in GM-NAO's record
         1998 first quarter results.

      "We have been  making  great cost  strides in some parts of the  business,
such as material costs and in the vehicle-development process.  Unfortunately, a
huge competitive gap still exists in our manufacturing  productivity -- and with
the intense price competition in today's marketplace, we simply cannot afford to
be so far off the mark.  As we move  forward,  the age profile of our work force
and  voluntary  retirements  present a great  opportunity  for us to reach  more
competitive  benchmark  levels in a  reasonable  time  frame  without a negative
impact on our people," Wagoner said.

                                    - 4 -

      Vehicle  sales in North  America  finished  the  quarter at the  strongest
monthly pace since May of 1989.  Truck sales in North America alone were up 45.6
percent for June, setting a fourth straight industry record.

      "The  strong  sales  experienced  over the last four  months  are  further
evidence of the outstanding consumer acceptance of GM's products," Wagoner said.

      GM's new mid-size car  offerings  continued  to fulfill  their  promise of
success:  Sales  of  Buick  Century  and  Regal,  Chevrolet  Malibu,  Oldsmobile
Intrigue,  Pontiac Grand Am and Oldsmobile Cutlass were up 34.8 percent over the
nine  models  they  replaced in the second  quarter of 1998.  Combined  sales of
luxury models -- Cadillac Seville and Catera and Chevrolet Corvette -- increased
27.6 percent over the comparable period a year ago.

      GM vehicle  deliveries in the United States in the second  quarter of 1998
totaled  1,433,000  units,  which resulted in a  31.5-percent  share of the U.S.
vehicle market,  compared with 1,252,000 units, and a 30.5-percent  share in the
second quarter of 1997. (see additional information in Highlights.)

      "We're pleased with the improvement in our overall market-share  position,
especially  considering  how  fierce  the  competition  was  during  the  second
quarter," Wagoner said. "We're particularly encouraged by the strong performance
of our new models, and the continued strong sales of our full-size pickup trucks
and sport-utility vehicles."

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Excluding the impact of the strikes,  Delphi  Automotive  Systems reported
income of $374 million in the second quarter of 1998, compared with $522 million
in the  second  quarter  of 1997,  which  includes  Delco  Electronics  earnings
previously reported by Hughes.

      The  unfavorable  strike-related  impacts in both the 1998 and 1997 second
quarters totaled $290 million and $115 million  respectively (see Strike-Related
Impact.)

      Delphi  reported  pretax  income of $552 million in the second  quarter of
1998, compared with pretax income of $807 million in the prior-year period.

      Delphi's  net-profit margin was 4.6 percent in the second quarter of 1998,
compared with a net-profit margin of 6.1 percent in the prior-year period.

      "Aside from the strike impact,  the primary reasons for the decline in net
income during the second  quarter of 1998 were a decrease in GM's North American
production volume, and competitive  pressures that resulted in price reductions.
The continuing economic downturns in the Latin American and Asia-Pacific regions
also had an adverse  effect on  earnings,"  said J.T.  Battenberg  III,  General
Motors  executive  vice  president and president of Delphi  Automotive  Systems.
"These  negative  factors were  partially  offset by  significant  reductions in
material costs and gains in manufacturing productivity."

                                    - 5 -

      Delphi reported  second-quarter-1998 sales to customers outside the GM-NAO
vehicle  groups  that  represented  approximately  35  percent  of total  sales,
compared with approximately 33 percent in the second quarter of 1997,  including
joint ventures.

      "Our  integration  of  Delphi  Delco  Electronics  into our  products  and
processes  is ahead  of  schedule  and  positions  Delphi  to  further  grow our
non-GM-NAO sales." Battenberg said.

GM INTERNATIONAL OPERATIONS (GMIO)

      GM International Operations reported income of $181 million for the second
quarter of 1998,  compared  with  income of $385  million in the same  period of
1997. Results in both periods exclude special items (see Special Items).

      GMIO reported pretax income of $339 million in the second quarter of 1998,
compared with pretax income of $599 million in the second quarter of 1997.

      The  net-profit  margin for GMIO was 2.0 percent in the second  quarter of
1998, compared with 4.0 percent in the prior-year period.

      "Second-quarter  earnings  reflect  a  continuation  of the  very  intense
competitive  environment  facing  all of our  operations  as well  as  lingering
concerns  about the  economic  situation in Latin  America and the  Asia-Pacific
region,"  said Louis R. Hughes,  General  Motors  executive  vice  president and
president of GM International Operations.

      Income from GM's  automotive  operations in Europe totaled $168 million in
the second quarter of 1998, which reflects the normal volume loss related to the
successful start-up and introduction of the new Astra. That compares with income
of $209 million in the second  quarter last year.  The results  exclude  special
items that resulted in an unfavorable $44 million after-tax impact in the second
quarter of 1998 and a $103 million  after-tax gain in the second quarter of 1997
(see Special Items).

      "A bright spot is the huge success of our new Astra models,"  Hughes said.
"We have received more than 300,000 orders, and to meet this high demand,  we're
significantly increasing production at plants in England, Germany and Belgium."

      For the remainder of GM International Operations, which includes the Latin
American  and Asia and  Pacific  Operations,  income  totaled $13 million in the
second quarter of 1998, compared with $176 million in the prior-year period. The
extremely competitive markets, along with economic concerns,  continue to impact
both our Latin American and Asia-Pacific results. Also included in these results
are the up-front costs associated with growth initiatives, which should generate
improved financial results in future years.

SPECIAL ITEMS

      The  second-quarter-1998  results  include  the  unfavorable  $44  million
after-tax,   or  $0.07  per  share,  effect  of  a  special  charge  related  to
work-schedule modifications at Opel Belgium.

                                    - 6 -

      The second-quarter-1997 results were also affected by special items, which
included:

      -  $318 million after-tax gain, or $0.33 per share,  related to the merger
         of the satellite service operations of Hughes and PanAmSat Corporation.

      -  $103 million after-tax gain, or $0.14 per share, related to the sale of
         GM Europe's equity interest in Avis Europe.

STRIKE-RELATED IMPACT

      The  second-quarter-1998  results  included an unfavorable  impact of $1.2
billion after taxes, or $1.79 per share,  related to strikes at two GM component
plants in Flint,  Mich.,  that  resulted  in the  shutdown  of 26 of 29 GM North
American  assembly  plants,  the loss of 227,000  units of  production,  and the
shutdown  of  many  automotive   component   plants  during  the  quarter.   The
above-mentioned  amount includes an estimated $890 million unfavorable impact on
GM-NAO,  and $290 million  unfavorable impact on Delphi in the second quarter of
1998.

      The  second-quarter-1997  results included the $490 million,  or $0.67 per
share, after-tax,  unfavorable impact of strike-related production losses at two
key assembly  plants in Oklahoma  City,  Okla.,  and Pontiac,  Mich.  Those work
stoppages resulted in an estimated loss of 96,000 units of production during the
second quarter of 1997, with the following sector-specific after-tax approximate
effects: GM-NAO, $375 million; and Delphi, $115 million.

                                    # # #
HIGHLIGHTS ATTACHED

                                       - 7 -

     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                            June 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $33,577  $33,577   $39,724   $37,866
     Financial services        3,280    3,280     3,204     3,204
     Other income              2,044    2,044     2,218     1,566
                             -------  --------  -------   -------
       Total net sales and
         revenues            $38,901  $38,901   $45,146   $42,636
                             -------  --------  -------   -------
     Total net sales and
       revenues(9)           $33,462  $33,462   $39,741   $37,883
     Gross profit margin
       percentage(9)            14.5%    14.7%      17.0%    17.0%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (9)            $27     $101    $2,646    $1,905
     Effective income tax
       rate(9)                  37.0%    39.6%      34.4%    37.1%
     .............................................................
     Consolidated net income    $389     $433    $2,098    $1,581
     Net profit margin(9)        1.2%     1.3%       5.3%     4.2%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value         $359             $1,941
       Class H (2)                $-               $137
       Class H (3)               $15                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $0.54      $0.61    $2.68     $2.15
       Class H (2)                $-         $-    $1.35
       Class H (3)             $0.14      $0.14       $-     $0.01
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $0.52      $0.59    $2.67     $2.14
       Class H (2)                $-         $-    $1.35
       Class H (3)             $0.14      $0.14       $-     $0.01
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (2)                $-               $0.25
       Class H (3)                $-                  $-
      .............................................................
     Book Value Per Share of Common Stocks
                        June 30,    Dec. 31,    June 30,
                          1998       1997         1997
                        --------    -------     --------
       $1-2/3 par value  $20.90     $22.26      $29.99
       Class H           $12.54     $13.36      $14.99
     ..............................................................

   See footnotes beginning on page 15.

                                              continues

                                - 8 -

     HIGHLIGHTS - Q2 Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Three Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)       (1)
                                   ---------   ---------    --------

     Net sales and revenues        $33,462            $-   $33,462
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                28,619            74    28,545
       Selling, general,
         and admin. expenses         3,421             -     3,421
       Depreciation and
         amort. expenses             1,727             -     1,727
                                    ------        ------    ------
     Total costs and
       expenses                     33,767            74    33,693
                                    ------        ------    ------
     Operating income (loss)          (305)          (74)     (231)
     Other income less
       income deductions               654             -       654
     Interest expense                  322             -       322
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests               27           (74)      101
     Income tax expense (credit)        10           (30)       40
                                    ------        ------    ------
     Income (loss) after
       income taxes                     17           (44)       61
     Minority interests                  7             -         7
     Earnings of nonconsolidated
       affiliates                      365             -       365
                                    ------        ------    ------

     Net income (loss)                $389          $(44)     $433
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $0.54                   $0.61
         Diluted                     $0.52                   $0.59

     Gross profit margin              14.5%                   14.7%
     Effective income tax rate        37.0%                   39.6%
     Net profit margin                 1.2%                    1.3%

      See footnotes beginning on page 15.

                                    continues

                                - 9 -

     HIGHLIGHTS - Q2 Adjusted for Hughes Transactions
     and Special Items - with Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                       Three Months Ended
                                          June 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-    Items   Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues  $39,741   $1,858       $-    $37,883
                              ------   ------   ------     ------
     Costs and expenses:
       Cost of sales          32,998    1,540        -     31,458
       Selling, general,
         and admin.expenses    3,290      239        -      3,051
       Depreciation and
         amort. expenses       1,918       21        -      1,897
                              ------   ------   ------     ------
     Total costs and
       expenses               38,206    1,800        -     36,406
                              ------   ------   ------     ------
     Operating income          1,535       58        -      1,477
     Other income less
       income deductions       1,330       34      618        678
     Interest expense (credit)   219      (31)       -        250
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      2,646      123      618      1,905
     Income tax expense          909        5      197        707
                              ------   ------   ------     ------
     Income after income
       taxes                   1,737      118      421      1,198
     Minority interests           18       (1)       -         19
     Earnings (loss) of
       noncons. affiliates       343      (21)       -        364
                              ------   ------   ------     ------

     Net income               $2,098      $96     $421     $1,581
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $2.68                        $2.15
         Diluted               $2.67                        $2.14

     Gross profit margin        17.0%                        17.0%
     Effective income tax rate  34.4%                        37.1%
     Net profit margin           5.3%                         4.2%

      See footnotes beginning on page 15.

                                    continues

                               - 10 -

     HIGHLIGHTS - Q2 Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)

                                         Three Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM-NAO                          $(196)           $-      $(196)
     Delphi                             84             -         84
     GMIO(7)                           137            44        181
     Hughes                             56             -         56
     GMAC                              365             -        365
     Other(8)                          (57)            -        (57)
                                     -----         -----      -----

     Consolidated net income          $389           $44       $433
                                     =====         =====      =====

                                           Three Months Ended
                                              June 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GM-NAO                     $474         $-        $-       $474
     Delphi                      310         97         -        407
     GMIO(7)                     488          -      (103)       385
     Hughes                      542       (218)     (318)         6
     GMAC                        338          -         -        338
     Other(8)                    (54)        25         -        (29)
                                 ---        ---       ---        ---

     Consolidated net income  $2,098       $(96)    $(421)    $1,581
                               =====         ==       ===      =====

     See footnotes beginning on page 15.

                                            continues

                               - 11 -

     HIGHLIGHTS - Q2 Automotive Sectors
     Adjusted for Special Items
     (Dollars in Millions)

                                      Three Months Ended
                                        June 30, 1998
                               ------------------------------
                               GM-NAO      Delphi      GMIO
                               ------      ------     -------

     Reported
     --------

     Net sales and revenues    $21,904      $7,041     $8,903
                                ------       -----      -----
     Pre-tax (loss) income        (341)         84        265
     Income tax (credit) expense  (128)         20        123
     Equity income and
       minority interests           17          20         (5)
                                ------       -----      -----
     Net (loss) income           $(196)        $84       $137
                                ======       =====      =====

     Net (loss) profit margin     (0.9%)       1.2%       1.5%
     Effective income tax rate    37.5%       23.8%      46.4%

     Special Items (4)
     -------------

     Net sales and revenues         $-          $-         $-
                                ------       -----      -----
     Pre-tax income                  -           -         74
     Income tax expense              -           -         30
     Equity income and
       minority interests            -           -          -
                                ------       -----      -----
     Net income                     $-          $-        $44
                                ======       =====      =====

     Adjusted (1)
     --------

     Net sales and revenues    $21,904      $7,041     $8,903
                                ------       -----      -----
     Pre-tax (loss) income        (341)         84        339
     Income tax (credit) expense  (128)         20        153
     Equity income and
       minority interests           17          20         (5)
                                ------       -----      -----
     Net (loss) income           $(196)        $84       $181
                                ======       =====      =====

     Net (loss) profit margin     (0.9%)       1.2%       2.0%
     Effective income tax rate    37.5%       23.8%      45.1%

      See footnotes beginning on page 15.

                                    continues

                               - 12 -

     HIGHLIGHTS - Q2 Automotive Sectors
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                        Three Months Ended
                                           June 30, 1997
                                -------------------------------

                                GM-NAO      Delphi       GMIO
                               -------     -------     -------
     Reported
     --------
     Net sales and revenues    $25,823      $6,778      $9,711
                                ------      ------      ------
     Pre-tax income                683         468         727
     Income tax expense            225         170         233
     Equity income and
       minority interests           16          12          (6)
                                ------      ------      ------
     Net income                   $474        $310        $488
                                ======      ======      ======

     Net profit margin             1.8%        4.6%        5.0%
     Effective income tax rate    32.9%       36.3%       32.0%

     Hughes Transactions
     -------------------
     Net sales and revenues         $-      $1,412          $-
                                ------      ------      ------
     Pre-tax income                  -         152           -
     Income tax expense              -          58           -
     Equity income and
       minority interests            -           3           -
                                ------      ------      ------
     Net income                     $-         $97          $-
                                ======      ======      ======

     Special Items (5)(6)
     -------------
     Net sales and revenues         $-          $-          $-
                                ------      ------      ------
     Pre-tax income                  -           -        (128)
     Income tax expense              -           -         (25)
     Equity income and
       minority interests            -           -           -
                                ------      ------      ------
     Net income                     $-          $-       $(103)
                                ======      ======      ======

     Adjusted (1)
     --------
     Net sales and revenues    $25,823      $8,190      $9,711
                                ------      ------      ------
     Pre-tax income                683         620         599
     Income tax expense            225         228         208
     Equity income and
       minority interests           16          15          (6)
                                ------      ------      ------
     Net income                   $474        $407        $385
                                ======      ======      ======

     Net profit margin             1.8%        5.0%        4.0%
     Effective income tax rate    32.9%       36.8%       34.7%

      See footnotes beginning on page 15.

                                               continues

                               - 13 -
HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                           June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             549          705
                        Trucks           476          536
                                     -------      -------
         Total United States           1,025        1,241
       Canada and Mexico                 158          174
                                     -------      -------
           Total North America         1,183        1,415
       International                     875          836
                                     -------      -------
             Total Worldwide           2,058        2,251
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  287          254
                 - Trucks                494          384
       Pontiac                           168          169
       GMC                               147          124
       Buick                             119          118
       Oldsmobile                         96           81
       Saturn                             66           69
       Cadillac                           49           45
       Other                               7            8
                                      ------       ------
         Total United States           1,433        1,252
     Canada and Mexico                   184          162
                                      ------       ------
         Total North America           1,617        1,414
                                      ------       ------
     International
       Europe                            456          492
       Latin America, Africa, and the
         Middle East                     184          188
       Asia and Pacific                  110          125
       Other International                10            8
                                      ------       ------
         Total International             760          813
                                      ------       ------
             Total Worldwide           2,377        2,227
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.1%        32.2%
         Trucks                         30.9%        28.5%
           Total                        31.5%        30.5%
       Western Europe                   10.1%        11.4%
       Latin America                    20.5%        19.5%
       Asia and Pacific                  4.3%         4.0%
       Total Worldwide                  17.2%        16.3%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             22.3%        26.4%
       % Fleet Sales - Trucks           14.1%        15.8%
       Total Vehicles                   18.4%        21.8%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                               51           84
       Trucks                             53          105
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    76.6%        91.9%
     ....................................................
     Retail Incentives($ per unit)
       GM-NAO                         $1,703       $1,060
     ....................................................
     See footnotes beginning on page 15.
                                                continues

                               - 14 -

     HIGHLIGHTS - Q2 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                           June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (9)
       Depreciation                   $1,126       $1,076
       Amortization of special tools     574          790
       Amortization of intangible assets  27           52
                                       -----        -----
                                      $1,727       $1,918
                                       =====        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)(10)
       GM-NAO                            231          243
       Delphi                            205          207
       GMIO                              116          114
       GMAC                               22           18
       Hughes                             15           17
       Other                               9           10
                                         ---          ---
         Total                           598          609
                                         ---          ---
     ....................................................
     Worldwide Payrolls (10)           $6,747      $7,069
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for 1998 and 1997  include the  unfavorable  effects of  strike-related
         work stoppages. The unfavorable after-tax impacts of the work stoppages
         were $1.2 billion, or $1.79 per share of $1-2/3 par value common stock,
         in 1998 and $490 million, or $0.67 per share of $1-2/3 par value common
         stock, in 1997. The unfavorable  after-tax impacts for GM-NAO were $890
         million  and  $375  million  in  1998  and  1997,   respectively.   The
         unfavorable  after-tax  impacts for Delphi  were $290  million and $115
         million in 1998 and 1997, respectively.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (5) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service operations of Hughes and PanAmSat Corporation.
     (6) The second-quarter 1997 results included a pre-tax gain of $128 million
         ($103 million after-tax,  or $0.14 per share of $1-2/3 par value common
         stock),  related to the sale of GM  Europe's  equity  interest  in Avis
         Europe.
     (7) GMIO Includes:                  Three Months Ended
                                              June 30,
                                         ------------------
                                         1998          1997
                                         ----          ----
                        GM Europe        $168          $209
                        Other GMIO        $13          $176
     (8) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.

                               - 15 -

     HIGHLIGHTS - Q2 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)

     (9) Calculated with financing and insurance operations on an equity basis.
     (10)Employment and payroll amounts  reported for 1997 have been adjusted to
         reflect the changes to GM's organizational structure resulting from the
         Hughes Transactions. As such, Delphi reported amounts include Delco and
         Hughes reported amounts exclude Delco and Hughes Defense.

                               - 16 -

     HIGHLIGHTS - 6 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                         Six Months Ended
                                             June 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $70,137  $70,137   $77,164   $73,689
     Financial services        6,441    6,441     6,401     6,401
     Other income              3,894    3,894     3,822     3,077
                             -------  --------  -------   -------
       Total net sales and
         revenues            $80,472  $80,472   $87,387   $83,167
                             -------  --------  -------   -------
     Total net sales and
       revenues(9)           $69,889  $69,889   $77,198   $73,723
     Gross profit margin
       percentage(9)            15.7%    15.8%     17.0%     17.0%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (9)         $1,915   $1,989    $4,756    $3,843
     Effective income tax
       rate (9)                 34.0%    34.2%     34.5%     35.7%
     .............................................................
     Consolidated net income  $1,993   $2,037    $3,894    $3,270
     Net profit margin(9)        2.9%     2.9%      5.0%      4.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,933             $3,658
       Class H (2)                $-               $196
       Class H (3)               $29                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.88      $2.95    $4.98     $4.38
       Class H (2)                $-         $-    $1.94
       Class H (3)             $0.27      $0.27       $-     $0.07
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.82      $2.89    $4.93     $4.33
       Class H (2)                $-      $-       $1.94
       Class H (3)             $0.27      $0.27       $-     $0.07
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $1.00               $1.00
       Class H (2)                $-               $0.50
       Class H (3)                $-                  $-
     ..............................................................

   See footnotes beginning on page 24.

                                              continues

                               - 17 -

     HIGHLIGHTS - 6 Months Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                          Six Months Ended
                                           June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     Net sales and revenues        $69,889            $-   $69,889
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                58,942            74    58,868
       Selling, general,
         and admin. expenses         6,281             -     6,281
       Depreciation and
         amort. expenses             3,410             -     3,410
                                    ------        ------    ------
     Total costs and
       expenses                     68,633            74    68,559
                                    ------        ------    ------
     Operating income (loss)         1,256           (74)    1,330
     Other income less
       income deductions             1,236             -     1,236
     Interest expense                  577             -       577
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests            1,915           (74)    1,989
     Income tax expense (credit)       651           (30)      681
                                    ------        ------    ------
     Income (loss) after
       income taxes                  1,264           (44)    1,308
     Minority interests                  3             -         3
     Earnings of nonconsolidated
       affiliates                      726             -       726
                                    ------        ------    ------

     Net income (loss)              $1,993          $(44)   $2,037
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $2.88                   $2.95
         Diluted                     $2.82                   $2.89

     Gross profit margin              15.7%                   15.8%
     Effective income tax rate        34.0%                   34.2%
     Net profit margin                 2.9%                    2.9%

      See footnotes beginning on page 24.

                                    continues

                               - 18 -

     HIGHLIGHTS - 6 Months Adjusted for Hughes Transactions
     and Special Items - with Financing and Insurance
     Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Six Months Ended
                                            June 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-     Items  Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues  $77,198   $3,475       $-    $73,723
                              ------   ------   ------     ------
     Costs and expenses:
       Cost of sales          64,102    2,845       80     61,177
       Selling, general,
         and admin.expenses    6,174      305        -      5,869
       Depreciation and
         amort. expenses       3,797       82        -      3,715
                              ------   ------   ------     ------
     Total costs and
       expenses               74,073    3,232       80     70,761
                              ------   ------   ------     ------
     Operating income (loss)   3,125      243      (80)     2,962
     Other income less
       income deductions       2,069       39      706      1,324
     Interest expense (credit)   438       (5)       -        443
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      4,756      287      626      3,843
     Income tax expense        1,639       67      200      1,372
                              ------   ------   ------     ------
     Income after income
       taxes                   3,117      220      426      2,471
     Minority interests           37       (1)       -         38
     Earnings (loss) of
       noncons. affiliates       740      (21)       -        761
                              ------   ------   ------     ------

     Net income               $3,894     $198     $426     $3,270
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $4.98                        $4.38
         Diluted               $4.93                        $4.33

     Gross profit margin        17.0%                        17.0%
     Effective income tax rate  34.5%                        35.7%
     Net profit margin           5.0%                         4.4%

      See footnotes beginning on page 24.

                                    continues

                               - 19 -

     HIGHLIGHTS - 6 Months Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)

                                          Six Months Ended
                                            June 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM-NAO                           $630            $-       $630
     Delphi                            347             -        347
     GMIO(7)                           297            44        341
     Hughes                            110             -        110
     GMAC                              714             -        714
     Other(8)                         (105)            -       (105)
                                     -----         -----      -----

     Consolidated net income        $1,993           $44     $2,037
                                     =====         =====      =====

                                           Six Months Ended
                                             June 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GM-NAO                   $1,238         $-        $-     $1,238
     Delphi                      490        181        50        721
     GMIO(7)                     805          -      (158)       647
     Hughes                      777       (429)     (318)        30
     GMAC                        710          -         -        710
     Other(8)                   (126)        50         -        (76)
                                 ---        ---       ---        ---

     Consolidated net income  $3,894      $(198)    $(426)    $3,270
                               =====        ===       ===      =====

     See footnotes beginning on page 24.

                                            continues

                               - 20 -

     HIGHLIGHTS - 6 Months Automotive Sectors
     Adjusted for Special Items
     (Dollars in Millions)

                                       Six Months Ended
                                        June 30, 1998
                               ------------------------------
                               GM-NAO      Delphi      GMIO
                               ------      ------     -------

     Reported
     --------

     Net sales and revenues    $47,793     $14,664    $17,053
                                ------      ------     ------
     Pre-tax income                861         460        478
     Income tax expense            251         140        195
     Equity income and
       minority interests           20          27         14
                                ------      ------     ------
     Net income                   $630        $347       $297
                                ======      ======     ======

     Net profit margin             1.3%        2.4%       1.7%
     Effective income tax rate    29.2%       30.4%      40.8%

     Special Items
     -------------

     Net sales and revenues         $-          $-         $-
                                ------       -----      -----
     Pre-tax income                  -           -         74
     Income tax expense              -           -         30
     Equity income and
       minority interests            -           -          -
                                ------       -----      -----
     Net income                     $-          $-        $44
                                ======       =====      =====

     Adjusted (1)
     --------

     Net sales and revenues    $47,793     $14,664    $17,053
                                ------      ------     ------
     Pre-tax income                861         460        552
     Income tax expense            251         140        225
     Equity income and
       minority interests           20          27         14
                                ------      ------     ------
     Net income                   $630        $347       $341
                                ======      ======     ======

     Net profit margin             1.3%        2.4%       2.0%
     Effective income tax rate    29.2%       30.4%      40.8%

      See footnotes beginning on page 24.

                                    continues

                               - 21 -

     HIGHLIGHTS - 6 Months Automotive Sectors
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                         Six Months Ended
                                           June 30, 1997
                                -------------------------------

                                GM-NAO      Delphi       GMIO
                               -------     -------     -------
     Reported
     --------
     Net sales and revenues    $50,682     $13,442     $17,994
                                ------      ------      ------
     Pre-tax income              1,810         705       1,200
     Income tax expense            603         242         397
     Equity income and
       minority interests           31          27           2
                                ------      ------      ------
     Net income                 $1,238        $490        $805
                                ======      ======      ======

     Net profit margin             2.4%        3.6%        4.5%
     Effective income tax rate    33.3%       34.3%       33.1%

     Hughes Transactions
     -------------------
     Net sales and revenues         $-      $2,743          $-
                                ------      ------      ------
     Pre-tax income                  -         286           -
     Income tax expense              -         109           -
     Equity income and
       minority interests            -           4           -
                                ------      ------      ------
     Net income                     $-        $181          $-
                                ======      ======      ======

     Special Items
     -------------
     Net sales and revenues         $-          $-          $-
                                ------      ------      ------
     Pre-tax income                  -          80        (216)
     Income tax expense              -          30         (58)
     Equity income and
       minority interests            -           -           -
                                ------      ------      ------
     Net income                     $-         $50       $(158)
                                ======      ======      ======

     Adjusted (1)
     --------
     Net sales and revenues    $50,682     $16,185     $17,994
                                ------      ------      ------
     Pre-tax income              1,810       1,071         984
     Income tax expense            603         381         339
     Equity income and
       minority interests           31          31           2
                                ------      ------      ------
     Net income                 $1,238        $721        $647
                                ======      ======      ======

     Net profit margin             2.4%        4.5%        3.6%
     Effective income tax rate    33.3%       35.6%       34.5%

      See footnotes beginning on page 24.

                                               continues

                               - 22 -
HIGHLIGHTS - 6 Months Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           1,123        1,403
                        Trucks         1,068        1,090
                                     -------      -------
         Total United States           2,191        2,493
       Canada and Mexico                 329          324
                                     -------      -------
           Total North America         2,520        2,817
       International                   1,597        1,619
                                     -------      -------
             Total Worldwide           4,117        4,436
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  494          505
                 - Trucks                872          742
       Pontiac                           290          314
       GMC                               264          233
       Buick                             215          205
       Oldsmobile                        169          146
       Saturn                            117          129
       Cadillac                           92           87
       Other                              13           14
                                      ------       ------
         Total United States           2,526        2,375
     Canada and Mexico                   313          283
                                      ------       ------
         Total North America           2,839        2,658
                                      ------       ------
     International
       Europe                            948          957
       Latin America, Africa, and the
         Middle East                     360          350
       Asia and Pacific                  230          306
       Other International                19           16
                                      ------       ------
         Total International           1,557        1,629
                                      ------       ------
             Total Worldwide           4,396        4,287
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           31.4%        31.9%
         Trucks                         30.5%        28.6%
           Total                        30.9%        30.4%
       Western Europe                   10.4%        11.4%
       Latin America                    21.1%        19.2%
       Asia and Pacific                  4.1%         4.4%
       Total Worldwide                  16.4%        15.8%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             23.9%        26.4%
       % Fleet Sales - Trucks           15.0%        14.8%
       Total Vehicles                   19.7%        21.4%
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    82.8%        93.6%
     ....................................................
     Retail Incentives($ per unit)
       GM-NAO                         $1,490         $962
     ....................................................
     See footnotes beginning on page 24.
                                                continues

                               - 23 -

     HIGHLIGHTS - 6 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (8)
       Depreciation                   $2,169       $2,127
       Amortization of special tools   1,187        1,577
       Amortization of intangible assets  54           93
                                       -----        -----
                                      $3,410       $3,797
                                       =====        =====
     ....................................................
     Worldwide Payrolls (10)          $13,773     $14,146
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for 1998 and 1997  include the  unfavorable  effects of  strike-related
         work stoppages. The unfavorable after-tax impacts of the work stoppages
         were $1.2 billion, or $1.79 per share of $1-2/3 par value common stock,
         in 1998 and $490 million, or $0.67 per share of $1-2/3 par value common
         stock, in 1997. The unfavorable  after-tax impacts for GM-NAO were $890
         million  and  $375  million  in  1998  and  1997,   respectively.   The
         unfavorable  after-tax  impacts for Delphi  were $290  million and $115
         million in 1998 and 1997, respectively.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (5) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton, N.J., plant during the 1998 calendar year.
     (6) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 per share of $1-2/3 par value
         common  stock),related  to the sale of GM Europe's  equity  interest in
         Avis Europe.
     (7) GMIO Includes:                   Six Months Ended
                                              June 30,
                                         ------------------
                                         1998          1997
                                         ----          ----
                        GM Europe        $267          $303
                        Other GMIO        $74          $344
     (8) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.

                               - 24 -

     HIGHLIGHTS - 6 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)

     (9) Calculated with financing and insurance operations on an equity basis.
     (10)Payroll  amounts  reported  for 1997 have been  adjusted to reflect the
         changes  to GM's  organizational  structure  resulting  from the Hughes
         Transactions. As such, 1997 reported amounts exclude Hughes Defense.

                                    - 25 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                      Three Months Ended     Six Months Ended
                                            June 30,              June 30,
                                      1998        1997        1998      1997
                                      ----        ----        ----      ----
                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products              $33,577     $39,724     $70,137    $77,164
Financial services                   3,280       3,204       6,441      6,401
Other income                         2,044       2,218       3,894      3,822
                                   -------     -------     -------    -------
    Total net sales and revenues    38,901      45,146      80,472     87,387
                                    ------      ------      ------     ------

Costs and expenses
Cost of sales and other operating
  charges, exclusive of items
  listed below                      28,623      33,008      58,980     64,118
Selling, general, and 
  administrative expenses            4,401       3,984       8,143      7,575
Depreciation and amortization 
  expenses                           2,931       3,101       5,838      6,166
Interest expense                     1,753       1,500       3,383      2,961
Other deductions                       632         320       1,145        568
                                  --------    --------     -------   --------
    Total costs and expenses        38,340      41,913      77,489     81,388
                                    ------      ------      ------     ------

Income before income taxes and
  minority interests                   561       3,233       2,983      5,999
Income taxes                           175       1,153         983      2,142
Minority interests                       3          18          (7)        37
                                     -----     -------     -------    -------
    Net income                         389       2,098       1,993      3,894
Dividends on preference stocks          15          20          31         40
                                      ----     -------      ------    -------
    Earnings on common stocks         $374      $2,078      $1,962     $3,854
                                       ===       =====       =====      =====

Basic earnings per share attributable to
  common stocks
  Earnings per share attributable to
    $1-2/3 par value                    $0.54     $2.68        $2.88     $4.98
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $1.35                  $1.94
  Earnings per share attributable to 
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                  $0.14                  $0.27

Diluted earnings per share attributable
  to common stocks
  Earnings per share attributable to
    $1-2/3 par value                    $0.52     $2.67        $2.82     $4.93
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $1.35                  $1.94
  Earnings per share attributable to
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                  $0.14                  $0.27

                                    - 26 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                               June 30,             June 30,
                                                 1998     Dec. 31,    1997
                                            (Unaudited)    1997    (Unaudited)
                                                   (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                       $8,721    $11,262     $11,674
Other marketable securities                      8,407     11,722       9,605
                                               -------     ------     -------
  Total cash and marketable securities          17,128     22,984      21,279

Finance receivables - net                       60,766     58,870      60,357
Accounts and notes receivable (less allowances)  8,771      7,493       7,461
Inventories (less allowances)                   13,253     12,102      13,528
Deferred income taxes                           22,179     22,478      19,291
Equipment on operating leases (less accumulated
  depreciation)                                 35,335     33,302      32,300
Property - net                                  36,050     34,567      37,653
Intangible assets - net                         12,159     11,469      15,029
Other assets - net                              24,938     25,623      25,007
                                              --------   --------    --------
    Total assets                              $230,579   $228,888    $231,905
                                               =======    =======     =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $15,395    $15,782     $14,197
   Notes and loans payable                      98,957     93,027      89,918
   Deferred income taxes                         3,188      2,923       3,530
   Postretirement benefits other than pensions  40,338     41,168      44,007
   Pensions                                      5,537      7,043       7,774
   Accrued expenses and other liabilities       50,728     50,490      47,330
                                              --------   --------    --------
    Total liabilities                          214,143    210,433     206,756
                                               -------    -------     -------

   Minority interests                              518        727         716
  General Motors - obligated mandatorily 
    redeemable preferred securities of 
    subsidiary trusts holding solely
    junior subordinated debentures of 
    General Motors
      Series D                                      79         79           -
      Series G                                     143        143           -
   Redeemable preferred stock of subsidiary          -          -         402

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 655,007,825;
      693,456,394; and 721,480,932 shares)       1,092      1,156       1,202
    Class H (issued, 101,641,092 shares)             -          -          10
    Class H (issued, 105,731,028, and 
    103,885,803 shares)                             11         10           -
   Capital surplus (principally additional 
    paid-in capital)                            12,773     15,369      17,250
   Retained earnings                             6,706      5,416       9,201
                                               -------    -------     -------
      Subtotal                                  20,583     21,952      27,664
   Minimum pension liability adjustment         (4,062)    (4,062)     (3,490)
   Accumulated foreign currency translation 
     adjustments                                (1,332)      (888)       (642)
   Net unrealized gains on securities              507        504         499
                                                ------    -------    --------
      Accumulated other comprehensive loss      (4,887)    (4,446)     (3,633)
      Total stockholders' equity                15,696     17,506      24,031
                                              --------   --------    --------
      Total liabilities and stockholders' 
        equity                                $230,579   $228,888    $231,905
                                               =======    =======     =======

                                    - 27 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                         Six Months Ended
                                                              June 30,
                                                         1998       1997
                                                       (Dollars in Millions)

Net cash provided by operating activities               $4,837    $9,773
                                                         -----    ------

Cash flows from investing activities
  Expenditures for property                             (4,614)   (4,268)
  Investments in other marketable securities
    - acquisitions                                     (13,487)  (18,147)
  Investments in other marketable securities
    - liquidations                                      17,197    17,595
  Investments in companies, net of cash acquired        (1,322)   (1,652)
  Finance receivables - acquisitions                   (78,491)  (79,997)
  Finance receivables - liquidations                    58,951    63,304
  Proceeds from sales of finance receivables            17,356    12,930
  Operating leases - acquisitions                      (12,331)  (10,649)
  Operating leases - liquidations                        7,684     6,227
  Other                                                     26       954
Net cash used in investing activities                   (9,031)  (13,703)
                                                         -----    ------

Cash flows from financing activities
  Net increase in loans payable                          1,709     3,269
  Increase in long-term debt                            11,019     8,485
  Decrease in long-term debt                            (7,564)   (7,061)
  Proceeds from issuing common stocks                      344       281
  Repurchases of common stocks                          (3,071)   (2,292)
  Cash dividends paid to stockholders                     (703)     (829)
                                                        ------    ------
Net cash provided by financing activities                1,734     1,853
                                                         -----     -----

Effect of exchange rate changes on cash and 
  cash equivalents                                         (81)     (312)
                                                         -----     -----
Net decrease in cash and cash equivalents               (2,541)   (2,389)
Cash and cash equivalents at beginning of the period    11,262    14,063
                                                        ------    ------
Cash and cash equivalents at end of the period          $8,721   $11,674
                                                         =====    ======

                                    - 28 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                       1998      1997        1998       1997
                                       ----      ----        ----       ----
                                            (Dollars in Millions)
Net sales and revenues               $33,462   $39,741     $69,889    $77,198
                                      ------    ------      ------     ------

Costs and expenses
Cost of sales and other operating
  charges, exclusive of items listed
  below                               28,619    32,998      58,942     64,102
Selling, general, and administrative 
  expenses                             3,421     3,290       6,281      6,174
Depreciation and amortization expenses 1,727     1,918       3,410      3,797
                                      -------  -------      ------    -------
  Total costs and expenses            33,767    38,206      68,633     74,073
                                      ------    ------      ------     ------

Operating (loss)  income                (305)    1,535       1,256      3,125
Other income less income deductions      654     1,330       1,236      2,069
Interest expense                         322       219         577        438
                                       -----    ------      ------     ------
Income from continuing operations before
  income taxes, minority interests, and 
  earnings of nonconsolidated affiliates  27     2,646       1,915      4,756
Income taxes                              10       909         651      1,639
                                          --    ------      ------      -----
Income from continuing operations before
  minority interests and earnings of
  nonconsolidated affiliates              17     1,737       1,264      3,117
Minority interests                         7        18           3         37
Earnings of nonconsolidated affiliates   365       343         726        740
                                         ---    ------      ------     ------
  Net income                            $389    $2,098      $1,993     $3,894
                                         ===     =====       =====      =====

  Net profit margin (1)                  1.2%      5.3%        2.9%       5.0%

(1)  Net profit  margin  represents  net income as a percentage of net sales and
     revenues.

                                    - 29 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis
(Unaudited)
                                             June 30,      Dec. 31,    June 30,
                                               1998          1997        1997
                                             --------      --------    --------
                                                      (Dollars in Millions)
                                    ASSETS

Cash and cash equivalents                  $8,637       $10,685       $10,855
Other marketable securities                   477         3,826         4,062
                                           ------       -------       -------
  Total cash and marketable securities      9,114        14,511        14,917
Accounts and notes receivable 
  (less allowances)
  Trade                                     4,617         5,164         5,887
  Nonconsolidated affiliates                1,721           836         1,478
Inventories (less allowances)              11,942        12,102        13,528
Equipment on operating leases 
  (less accumulated depreciation)           4,754         4,677         4,047
Deferred income taxes and other             6,069         6,278         5,425
                                          -------       -------       -------
    Total current assets                   38,217        43,568        45,282
Equity in net assets of nonconsolidated 
  affiliates                               11,091        10,164        10,061
Deferred income taxes                      20,399        20,721        19,692
Other investments and miscellaneous assets 13,803        13,564        13,586
Property - net                             35,293        33,914        37,211
Intangible assets - net                    11,426        10,752        14,864
                                         --------      --------      --------
    Total assets                         $130,229      $132,683      $140,696
                                          =======       =======       =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $10,230       $12,474       $11,235
Loans payable                               1,850           656         1,281
Accrued expenses and customer deposits     31,974        33,459        31,431
                                           ------        ------        ------
    Total current liabilities              44,054        46,589        43,947
Long-term debt                              7,097         5,491         5,967
Capitalized leases                            178           185           188
Postretirement benefits other than 
  pensions                                 37,535        38,388        41,393
Pensions                                    4,780         4,271         5,822
Other liabilities and deferred income
  taxes                                    20,192        19,336        18,230
                                           --------    --------      --------
Total liabilities                         113,836       114,260       115,547
                                          -------       -------       -------
Minority interests                            475           695           716
General Motors - obligated mandatorily 
  redeemable preferred securities of 
  subsidiary trusts holding solely
  junior subordinated debentures of 
  General Motors
    Series D                                   79            79             -
    Series G                                  143           143             -
Redeemable preferred stock of subsidiary        -             -           402
Stockholders' equity                       15,696        17,506        24,031
                                         --------      --------      --------
    Total liabilities and 
      stockholders' equity               $130,229      $132,683      $140,696
                                          =======       =======       =======

                                    - 30 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)

                                                            Six Months Ended
                                                                June 30,
                                                            1998       1997
                                                         (Dollars in Millions)

Net cash provided by operating activities                  $1,166    $7,582
                                                            -----     -----

Cash flows from investing activities
  Expenditures for property                                (4,369)   (4,070)
  Investments in companies, net of cash acquired           (1,322)   (1,652)
  Investments in other marketable securities 
    - acquisitions                                         (4,984)   (7,963)
  Investments in other marketable securities 
    - liquidations                                          8,332     7,543
  Operating leases - acquisitions                          (2,994)   (2,610)
  Operating leases - liquidations                           2,767     1,667
  Other                                                        72       (29)
                                                          -------   -------
Net cash used in investing activities                      (2,498)   (7,114)
                                                            -----     -----

Cash flows from financing activities
  Net increase in loans payable                             1,194        66
  Increase in long-term debt                                2,652       195
  Decrease in long-term debt                               (1,052)      (37)
  Proceeds from issuing common stocks                         344       281
  Repurchases of common stocks                             (3,071)   (2,292)
  Cash dividends paid to stockholders                        (703)     (829)
                                                           ------    ------
Net cash used in financing activities                        (636)   (2,616)
                                                           ------     -----

Effect of exchange rate changes on cash and 
  cash equivalents                                            (80)     (317)
                                                            -----     -----
Net decrease in cash and cash equivalents                  (2,048)   (2,465)
Cash and cash equivalents at beginning of the period       10,685    13,320
                                                           ------    ------
Cash and cash equivalents at end of the period             $8,637   $10,855
                                                            =====    ======

Cash Flows With Financing and Insurance Operations on an Equity Basis

                                    - 31 -

                 HUGHES ELECTRONICS CORPORATION NEWS RELEASE

      El  Segundo,  Calif.,  July  13,  1998 -  Hughes  Electronics  Corporation
(Hughes)  today reported that second  quarter 1998 revenues  increased  18.9% to
$1,369.0 million compared with $1,151.4 million in the second quarter of 1997.

      Operating  profit(1)  in the  quarter  increased  36.5% to  $78.2  million
compared  with  $57.3  million in the second  quarter  of 1997.  Second  quarter
operating profit margin on the same basis increased to 5.7% in 1998 from 5.0% in
1997.

      Second quarter  earnings(1)  increased to $56.1 million compared with last
year's $6.1 million, which excludes the $318.3 million after-tax gain ($0.80 per
share) recognized in connection with the May 1997 PanAmSat merger.  Earnings per
share on the same basis  increased to $0.14 per share versus pro forma  earnings
per share(2) of $0.01 in 1997.  Including the gain  associated with the PanAmSat
merger,  second  quarter  1997  earnings  and pro forma  earnings per share were
$324.4 million and $0.81 per share, respectively.

      "The  solid  financial  performance  reported  in the  second  quarter  is
consistent  with  Hughes'  growth  expectations  as  a  satellite  and  wireless
communications  company,"  said  Michael T.  Smith,  Hughes  chairman  and chief
executive  officer.  "The increases in revenues and operating profit were driven
by  record  DIRECTV(R)   subscriber   growth  through  June,   continued  strong
performance  in our  satellite  services  segment  resulting  from the  PanAmSat
merger, and higher commercial satellite sales."

                          Six-Month Financial Review

      For the first six months of 1998,  revenues  increased  22.3% to  $2,660.0
million  compared with $2,175.4  million in the first half of 1997.  This growth
was  primarily  the result of record  DIRECTV  subscriber  growth,  the May 1997
PanAmSat merger and higher commercial satellite sales.

      Driven by the revenue growth, operating profit(1) for the first six months
rose sharply to $161.8  million versus $90.4 million in 1997.  Operating  profit
margin on the same basis  increased to 6.1% compared with 4.2% in the first half
of 1997.

      Earnings(1)and  earnings  per share in the first half of 1998 were  $109.8
million and $0.27, respectively. Excluding the gain associated with the PanAmSat
merger,  earnings and pro forma earnings per share(2) in the first six months of
1997 were $30.0  million and $0.07 per share,  respectively.  The  increases  in
earnings and earnings per share were principally a result of the  aforementioned
revenue and operating profit growth.

                SEGMENT FINANCIAL REVIEW: SECOND QUARTER 1998

                           Direct-To-Home Broadcast

      For the quarter,  revenues  increased  42.5% to $401.5 million from $281.7
million in the second  quarter of 1997.  The increase  resulted  from  continued
strong subscriber growth and average monthly revenue per subscriber,  as well as
low  subscriber  churn  rates.  Domestic  DIRECTV  propelled  this  growth  with
quarterly  revenues of $368  million,  a 49%  increase  over last year's  second
quarter revenues of $247 million. With 227,000 net new subscribers in the

                                    - 32 -

second quarter, total DIRECTV subscribers grew to 3,755,000 in the United States
as of June 30, 1998. The Company's  Latin American  DIRECTV  subsidiary,  Galaxy
Latin America (GLA),  had second quarter  revenues of $32 million  compared with
$13  million in 1997.  With the  addition of 49,000 net new  subscribers  in the
second  quarter,  total DIRECTV  subscribers in Latin America were 387,000 as of
June 30, 1998. In addition, DIRECTV Japan(TM), a 32% owned equity affiliate, had
a total of 140,000 subscribers by the end of the second quarter.

      The segment  operating loss in the quarter was $40.2 million compared with
an  operating  loss of $47.9  million in the second  quarter of 1997.  The lower
operating loss in 1998 was principally due to increased subscriber revenues that
more than offset higher sales and  marketing  expenditures.  The second  quarter
1998 operating loss for the domestic  DIRECTV  business was $7 million  compared
with $21 million last year,  and GLA's  second  quarter  operating  loss was $32
million compared with $33 million last year.

                              Satellite Services

      Second quarter 1998 revenues were up 42.5% to $191.1 million compared with
$134.1 million in the prior year. The increase was primarily due to the May 1997
PanAmSat  merger and  increased  operating  lease  revenues for video,  data and
Internet-related services.

      As a result of this revenue growth,  operating  profit in the quarter rose
18.3% to $74.4  million from $62.9 million in 1997.  Operating  profit margin in
the period  declined to 38.9% from 46.9% in the same period last year  primarily
from goodwill  amortization  associated with the PanAmSat merger and a provision
for the loss relating to the May 1998 failure of PanAmSat's Galaxy IV satellite.

                           Satellite Manufacturing

      For the second quarter of 1998, revenues increased 15.4% to $674.8 million
from revenues of $584.5 million for the same period in 1997. Operating profit in
the quarter  increased  11.5% to $60.0  million from $53.8  million in the prior
year.  The increases in revenue and  operating  profit were  principally  due to
higher  commercial  satellite  sales  to  customers  such as  Thuraya  Satellite
Telecommunications  Company, ICO Global Communications and PanAmSat Corporation.
Operating  profit  margin in the quarter  declined  slightly to 8.9% versus 9.2%
last year.

                               Network Systems

      Second  quarter  revenues  for Hughes  Network  Systems  (HNS) were $221.7
million  compared  with $210.9  million in the same period last year.  Increased
sales of satellite-based  mobile telephony equipment were mostly offset by lower
sales of international wireless local loop telephone systems.
      The  operating  loss in the quarter  was $25.2  million  compared  with an
operating  loss of $1.0  million in the second  quarter of 1997.  The  increased
operating  loss in the second quarter of 1998 was primarily due to a $26 million
provision  for  estimated  losses  associated  with the  bankruptcy  filing by a
customer.

                                       - 33 -

                                BALANCE SHEET

      The cash balance of $1,592.8  million at June 30, 1998  declined  $1,191.0
million from December 31, 1997  primarily due to the $851.4  million  additional
investment in PanAmSat to increase  Hughes'  ownership from 71.5% to 81.0% and a
$204.7  million cash payment to GM in connection  with the  finalization  of the
purchase price adjustment amount related to the transfer of Delco Electronics to
GM in December 1997 as part of the Hughes Transactions.  The Hughes Transactions
also included the spin-off and merger of Hughes Defense with Raytheon Company.

-------------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  

(2)1997  earnings  per share are
presented on a pro forma basis.  Historically,  such  earnings per share amounts
were  calculated  based on the financial  performance  of former  Hughes,  which
consisted   of   the   defense   electronics,    automotive   electronics,   and
telecommunications and space businesses. Since these financial statements relate
only to the  telecommunications  and space businesses of former Hughes,  the pro
forma  presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.

                                    - 34 -
STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Six Months Ended
                                    Second Quarter            June 30,   
                                   ----------------        ----------------
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                     $762.6      $739.4    $1,454.7    $1,422.6
Direct broadcast, leasing and
  other services                   606.4       412.0     1,205.3       752.8 
----------------------------------------------------------------------------
   Total Revenues                1,369.0     1,151.4     2,660.0     2,175.4
----------------------------------------------------------------------------

Operating Costs and Expenses
Cost of products sold              580.6       606.3     1,122.9     1,161.1
Broadcast programming and other 
  cost                             250.8       190.7       515.6       354.5
Selling, general, and 
  administrative expenses          359.2       230.1       661.8       452.1
Depreciation and amortization      100.2        67.0       197.9       117.3
Amortization of GM purchase 
  accounting adjustments (1)         5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
   Total Operating Costs 
     and Expenses                1,296.1     1,099.4     2,508.8     2,095.6
----------------------------------------------------------------------------

Operating Profit                    72.9        52.0       151.2        79.8

Interest income                     30.6         5.7        68.1         7.7
Interest expense                    (2.9)      (18.6)       (5.9)      (33.7)
Other, net                         (35.1)      479.5       (69.4)      470.4
----------------------------------------------------------------------------

Income from Continuing Operations 
   Before Income Taxes and 
   Minority Interests               65.5       518.6       144.0       524.2

Income taxes                        23.3       207.5        54.7       209.7
Minority interests in net losses 
   of subsidiaries                   8.6         7.7         9.9        21.9
----------------------------------------------------------------------------

Income from continuing operations   50.8       318.8        99.2       336.4

Income from discontinued operations,
   net of taxes                        -         0.3           -         1.3
----------------------------------------------------------------------------

Net Income                          50.8       319.1        99.2       337.7

Adjustments to exclude the effect
   of GM purchase accounting 
   adjustments (1)                   5.3         5.3        10.6        10.6
----------------------------------------------------------------------------

Net Earnings Used for Computation
   of Available Separate 
   Consolidated Net Income         $56.1      $324.4      $109.8      $348.3
============================================================================

Available Separate Consolidated 
   Net Income (2)                  $14.7       $82.0       $28.7      $88.0
============================================================================

Net Earnings Attributable to General Motors
   Class H Common Stock on a Per Share
   Basis (2)                       $0.14       $0.81       $0.27       $0.87
============================================================================

(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically, such amounts
   were calculated based on the financial performance of former Hughes, which
   consisted of the defense electronics, automotive electronics and
   telecommunications and space businesses.  Since these financial statements
   relate only to the telecommunications and space businesses of former
   Hughes, the pro forma presentation is used to present the results that
   would have been achieved relative to the GM Class H common stock had the
   results been calculated based only upon such telecommunications and space
   businesses.

                                    - 35 -

BALANCE SHEET
(Dollars in Millions)
                                                    June 30,      December 31,
ASSETS                                                1998           1997
-----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,592.8         $2,783.8
Accounts and notes receivable                         892.6            662.8
Contracts in process                                  564.0            575.6
Inventories                                           581.8            486.4
Prepaid expenses, deferred income taxes and other     376.8            297.3
----------------------------------------------------------------------------

Total Current Assets                                4,008.0          4,805.9
Satellites - Net                                    2,897.5          2,643.4
Property - Net                                        927.6            889.7
Net Investment in Sales-type Leases                   231.1            337.6
Intangible Assets - Net                             3,514.3          2,954.8
Investments and Other Assets                        1,160.4          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $12,738.9        $12,763.8
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                     $655.4           $472.8
Advances on contracts                                 244.1            209.8
Deferred revenues                                     121.8            110.6
Notes payable                                         100.0               -
Accrued liabilities                                   581.0            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           1,702.3          1,482.6
Long-Term Debt                                        787.9            637.6
Deferred Gains on Sales and Leasebacks                138.6            191.9
Accrued Operating Leaseback Expense                    54.1            100.2
Postretirement Benefits Other Than Pensions           155.7            154.8
Other Liabilities and Deferred Credits                670.1            706.4
Deferred Income Taxes                                 636.5            570.8
Minority Interests                                    373.7            607.8
Stockholder's Equity                                8,220.0          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $12,738.9        $12,763.8
============================================================================

Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).

                                    - 36 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Six Months Ended
                                    Second Quarter           June 30,    
                                   ----------------      ----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $401.5      $281.7    $789.4      $517.3
Operating Loss                    $(40.2)     $(47.9)   $(71.8)    $(115.4)
Depreciation and Amortization      $23.5       $23.0     $46.0       $41.3
Capital Expenditures               $34.4       $18.8     $48.1       $30.2
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $191.1      $134.1    $384.1      $261.7
Operating Profit                   $74.4       $62.9    $160.1      $131.2
Operating Profit Margin             38.9%       46.9%     41.7%       50.1%
Depreciation and Amortization      $58.7       $30.1    $113.2       $43.9
Capital Expenditures (1)          $116.9       $18.1    $366.5      $352.7
--------------------------------------------------------------------------
SATELLITE MANUFACTURING
Total Revenues                    $674.8      $584.5  $1,299.1    $1,143.8
Operating Profit                   $60.0       $53.8    $115.1      $106.6
Operating Profit Margin              8.9%        9.2%      8.9%        9.3%
Depreciation and Amortization      $11.5        $9.1     $22.2       $17.8
Capital Expenditures               $21.6       $24.5     $32.3       $40.1
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $221.7      $210.9    $406.4      $393.4
Operating Loss                    $(25.2)      $(1.0)   $(37.1)     $(16.3)
Depreciation and Amortization       $9.9        $8.9     $18.4       $16.1
Capital Expenditures               $10.9       $10.8     $15.7       $17.7
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(120.1)     $(59.8)  $(219.0)    $(140.8)
Operating Profit (Loss)             $9.2      $(10.5)    $(4.5)     $(15.7)
Depreciation and Amortization      $(3.4)      $(4.1)    $(1.9)      $(1.8)
Capital Expenditures               $10.0       $52.8    $135.9     $(221.7)
===========================================================================

*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated Certificate of Incorporation, the
    earnings attributable to GM Class H common stock for purposes of
    determining the amount available for the payment of dividends on GM Class
    H common stock specifically excludes such adjustments.  In order to
    provide additional analytical data, the above unaudited pro forma
    selected segment data, which exclude the purchase accounting adjustments
    related to GM's acquisition of Hughes, are presented.
(1)Includes  expenditures  related to  satellites  amounting  to $46.6  million,
   $15.0 million, $192.2 million and $347.1 million, respectively. Also included
   in 1998 is $59.0  million for the second  quarter and $155.6  million for the
   six months related to the early buy-out of satellite sale-leasebacks.

                                    - 37 -

                              GMAC NEWS RELEASE

                 GMAC ANNOUNCES 1998 SECOND QUARTER EARNINGS

DETROIT -- General Motors Acceptance  Corporation (GMAC) reported second quarter
1998 consolidated net income of $365 million,  up 8% from $338 million earned in
the second quarter of 1997, GMAC President John D. Finnegan announced today. Net
income for the first six months of 1998 was $714  million,  up from $710 million
reported in the same period a year ago.

      For the quarter,  net income from automotive  financing operations totaled
$288  million,  up 18% from $245 million  earned in the second  quarter of 1997.
Earnings  were  higher  due to an  increase  in  financing  volumes  and a lower
effective income tax rate, partially offset by lower net financing margins.

      GMAC Insurance  Holdings,  Inc. generated net income of $54 million in the
second  quarter of 1998, up 28% from $42 million  earned in the same period last
year.  Earnings were higher due to increased capital gains,  partially offset by
higher weather-related losses on dealership inventory coverages.

      GMAC  Mortgage  Group,  Inc.  generated  net income of $23  million in the
second  quarter of 1998  compared to $51 million  earned in the same period last
year.  Mortgage  Group  earnings  were  lower  due to  higher  than  anticipated
prepayment speeds primarily on interest-only products.

                                    * * *

                                  SIGNATURE

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    July 14, 1998
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 38 -