L:\secfiles\8-k\1997\janpress.doc


                      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) January 27, 1997
                                  ----------------




                          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 January 27,  1997,  General  Motors  Corporation  (GM or General
Motors)  issued a news release  announcing  that its Board of Directors  (the GM
Board) had  increased the dividend on the GM $1-2/3 par value and Class H common
stocks and  approved a $2.5 billion  repurchase  program for GM $1-2/3 par value
common stock. The news release was as follows:

                               GM NEWS RELEASE

      GENERAL MOTORS  CORPORATION -- The General Motors Board of Directors today
raised the  dividends  on GM's $1-2/3 par value and Class H common  stocks,  and
approved a $2.5  billion  repurchase  program for the  company's  $1-2/3  common
stock.

     "The actions taken by GM's Board  underscore  our  confidence in the future
and our commitment to enhancing  stockholder value," said John F. Smith, Jr., GM
chairman,  chief executive officer and president.  "GM is not only strengthening
its  global   automotive   business  with  the  largest   number  of  new  model
introductions  ever in North  America and  significant  investments  in overseas
markets,  but also  returning  capital  to  shareholders  in a  manner  which is
sustainable throughout the business cycle."

     The  quarterly  dividend on GM $1-2/3  common  stock is being  increased by
$0.10, to $0.50 per share.  The dividend has been increased  three times,  for a
total of $0.30 per share,  since May 1995.  The  dividend  is payable  March 10,
1997, to holders of record on February 6, 1997.

     The GM Board today also approved a $2.5 billion  repurchase  program for GM
$1-2/3 common  stock,  which the company  plans to execute  through  open-market
purchases  within  the next 12 months.  This would  represent  a  repurchase  of
slightly  more  than 5 percent  of the  outstanding  shares of GM $1-2/3  common
stock,  based on the NYSE's  closing  price on January  24,  1997 of $62-1/2 per
share of GM $1-2/3 common stock.

     "We intend to pursue the repurchase  program  vigorously," said Smith. "The
decision to announce a $2.5 billion  program at this time is based on our belief
that we can execute a program of this size quickly and with confidence."

     Smith noted that GM's cash generation  capability continues to be strong --
GM's cash balance at year-end 1996 was $17 billion, compared to $10.2 billion at
the end of 1995.

     "We'll consider additional repurchase programs in the future," Smith added.
The  program  announced  today  will  supplement  GM's  other  continuing  stock
repurchases  used to  satisfy  ongoing  needs  of  employee  benefit  plans  and
executive stock option plans. GM has repurchased about $800 million of GM $1-2/3
common  stock over the last two  years,  which are then  reissued  in support of
benefit and compensation plans. As a result of this practice,  all of the shares
repurchased  through the new program  announced today are expected to reduce the
total number of outstanding shares of GM $1-2/3 common stock.







                                    - 2 -

     The board also  increased  the  quarterly  dividend  on GM Class H stock to
$0.25, up from $0.24 per share. The 1997 dividend rate on GM Class H is based on
the 1996 earnings of GM's Hughes Electronics subsidiary. The dividend is payable
March 10, 1997, to holders of record on February 6, 1997.

     The GM Board's policy is to distribute  dividends on GM $1-2/3 common stock
based  on the  outlook  and  indicated  capital  needs of the  business,  and to
establish  dividends  at a level  that the board  believes  will be  sustainable
throughout the automotive  business  cycle.  In light of this policy,  the board
will  continue to regularly  review the  dividend on the $1-2/3  common stock as
well as stock repurchases.

     The  current  dividend  policy for GM Class H common  stock  states that 35
percent of the prior year's earnings of Hughes  Electronics  will be distributed
to  Class  H  stockholders  through  quarterly  dividends.   If,  as  previously
announced,  GM Class H is recapitalized to provide a more focused  investment in
the Hughes  Electronics  telecommunications  and space  business,  the  dividend
policy will take into account the factors  related to this  business,  including
its growth opportunities and capital needs.

     The GM Board also declared the following dividends: $0.570313 per GM Series
B  depositary  share;  $0.495 per Series D  depositary  share;  and $0.57 per GM
Series G depositary  share.  These dividends are payable May 1, 1997, to holders
of record on April 7, 1997.

     Recently,  GM has  undertaken a number of  initiatives  designed to enhance
shareholder  value,  including  a proposal  to:  Distribute  to  stockholders  a
valuable equity interest in the defense business of Hughes  Aircraft;  provide a
more  focused,   appropriately-capitalized  investment  in  Hughes  Electronics'
telecommunications   business;   and  transfer  Delco  Electronics  from  Hughes
Electronics  to GM's Delphi  Automotive  Systems.  GM has also made  significant
progress in rebuilding the company's balance sheet.


                                 * * * * * *


         (b) On January 28,  1997,  a news  release was issued on the subject of
fourth quarter and year-to-date  consolidated  earnings for GM. The news release
did  not  include  financial  statement  footnotes  and  certain   supplementary
information that will be filed with the Securities and Exchange  Commission at a
later date.  The GM news release and related news releases  dated January 27 and
January  28,  1997 for  fourth  quarter  and  year-to-date  earnings  of  Hughes
Electronics  Corporation  (Hughes)  and General  Motors  Acceptance  Corporation
(GMAC), respectively, were as follows:

                               GM NEWS RELEASE

      GENERAL  MOTORS  CORPORATION  (GM) --  reported  today  that  income  from
continuing  operations for the fourth  quarter of 1996 totaled $786 million,  or
$0.92 per share of GM $1-2/3 par value common stock, compared with $1.6 billion,
or $1.95 per share, in the fourth quarter of 1995.

      Income from  continuing  operations  (which excludes EDS) for the calendar
year was $5.0 billion, or $6.07 per share,  compared with $6.0 billion, or $7.14
per share, in 1995.



                                    - 3 -

      The  fourth-quarter  results included an estimated  unfavorable  impact of
approximately  $700  million  after  taxes,  or $0.91 per share of GM $1-2/3 par
value common stock,  due to  strike-related  work stoppages in the United States
and  Canada,  which  resulted  in the  temporary  shutdown  of  certain GM North
American assembly and component plants during the quarter. Work stoppages in the
United States and Canada reduced calendar-year earnings on an after-tax basis by
approximately  $1.2 billion,  after  considering  partial recovery of production
losses from the work stoppages. The fourth-quarter results in 1996 and 1995 also
include  a number of  special  and  unusual  items.  (See  "Special  Items"  for
additional information.)

      "Clearly our 1996  fourth-quarter and calendar-year  results were impacted
by the strike-related  production losses in the United States and Canada and are
not indicative of GM's potential for continued profit  improvement," GM Chairman
and Chief  Executive  Officer John F. Smith,  Jr., said. "We continue to rebuild
our strength in North America and grow our business in key international markets
throughout the world."

      Smith  said GM has the  flexibility  to  continue  its drive to become the
industry's  low-cost   competitor.   "We  recognize  that  we  face  significant
challenges, but we're well-positioned to follow our strategy of utilizing common
parts and processes,  while implementing lean operations, to compete on a global
basis, and grow the business in all of our sectors," he said.

      Significant  highlights of fourth-quarter and  calendar-year-1996  results
from the automotive sectors included the following:

      -  GM North American  Operations  (GM-NAO) and Delphi  Automotive  Systems
         (Delphi) reported a combined  (GM-NAO/Delphi)  net loss of $124 million
         in the fourth quarter of 1996, compared with net income of $603 million
         in the fourth quarter of 1995.  Work stoppages in the United States and
         Canada   resulted  in  an  estimated   reduction   to   GM-NAO/Delphi's
         1996-fourth-quarter net income of approximately $655 million.

      -  GM-NAO/Delphi  earned $1.2 billion during calendar year 1996,  compared
         with earnings of $2.4 billion during the prior year, with almost all of
         the year-over-year  decrease accounted for by the above-mentioned  work
         stoppages in the first and fourth quarters of 1996.

      -  GM International  Operations (GMIO) reported net income of $353 million
         in the fourth quarter of 1996, compared with net income of $498 million
         in the prior-year period.

      -  GMIO's  calendar-year-1996 net income totaled $1.5 billion,  versus net
         income of $1.6 billion in 1995.

      Highlights of 1996  fourth-quarter  and calendar-year  results reported by
GM's major subsidiaries included the following:

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $274 million for the fourth  quarter of 1996,  compared with net income
         of   $263   million   in   the   fourth   quarter   of   1995.   GMAC's
         calendar-year-1996 net income totaled $1.2 billion,  compared with $1.0
         billion in 1995.






                                    - 4 -

      -  Hughes Electronics  Corporation  (Hughes) reported  1996-fourth-quarter
         earnings of $281 million, compared with earnings of $295 million in the
         prior-year  period.  Excluding the approximately  $45-million-estimated
         impact of the work  stoppages,  Hughes'  fourth-quarter  earnings would
         have been $326  million.  Hughes  earned a record $1.2  billion  during
         calendar-year  1996,  compared  with $1.1  billion in 1995,  even after
         estimated losses of approximately $75 million related to work stoppages
         in the first and fourth quarters of 1996.

      GM  recently  announced  that  shareholders  will be  asked to  approve  a
spin-off of Hughes' defense business and the transfer of Delco  Electronics from
Hughes  Electronics  to  GM's  Delphi  Automotive  Systems.  Subsequent  to  the
spin-off,   Hughes'  defense   business  would  merge  with  Raytheon   Company.
Additionally, GM's Class H common stock would be recapitalized and linked solely
to the performance of the Hughes telecommunications and space business.

      As previously  announced,  GM completed  the split-off of Electronic  Data
Systems  Corporation  (EDS) on June 7,  1996,  and  accordingly,  the  financial
results  related to EDS  through  the  split-off  date have been  classified  as
discontinued  operations.  In 1995's  fourth  quarter,  total net income of $1.9
billion  reflected  income from  discontinued  operations of $269 million.  GM's
total consolidated net income for 1996, including the results of EDS through the
split-off  date,  totaled $5.0 billion,  or $6.06 per share,  compared with $6.9
billion, or $7.21 per share, in 1995.

      (See additional  information in sections detailing  individual  automotive
sector results, "Special Items" and "Highlights.")

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

      The  corporation's  pretax  income  from  continuing  operations  was $240
million in the fourth quarter of 1996,  compared with $1.3 billion in the fourth
quarter of 1995. Pretax income from continuing  operations for the calendar year
was $4.5 billion, compared with $6.3 billion in 1995.

      The income-tax  benefit in the fourth quarter of 1996,  which totaled $262
million, was primarily due to research and experimentation credits in the United
States, as well as certain international tax benefits, and tax benefits relating
to   the   resolution   of   certain   tax   contingencies   at   Hughes.    The
fourth-quarter-1995  effective  income-tax  rate  of  3  percent  reflected  the
resolution  of  numerous  tax  issues  worldwide,  efficient  utilization  of  a
net-operating-loss  carryback,  and  tax  benefits  associated  with  the mix of
foreign earnings and foreign income taxes.

      The corporation's  net-profit margin -- income from continuing  operations
as a percent of net sales and revenues -- was 2.2 percent in the fourth  quarter
of 1996, compared with 4.3 percent in the fourth quarter of 1995. The net-profit
margin for the 1996 calendar year was 3.4 percent,  compared with 4.2 percent in
1995.

      The  corporation's  cash position  continued to improve  during the fourth
quarter of 1996.  Cash and marketable  securities  totaled $17.0 billion at Dec.
31, 1996,  compared  with $10.2  billion at Dec. 31, 1995,  and $14.5 billion at
Sept. 30, 1996.



                                    - 5 -

      "We're extremely  pleased that the year-end cash balance is well in excess
of our  $13.0-billion  target,  and that it increased  nearly $2.5 billion since
September 30, after considering the effects of  strike-related  work stoppages,"
Smith said.  "This shows that we can generate  significant cash -- even at lower
production levels - and this was a major consideration in allowing us to proceed
with the  dividend  increase  and  stock  buy-back  program  that was  announced
yesterday," Smith said.

      Fully  consolidated  net sales and revenues in the fourth  quarter of 1996
totaled $40.9 billion  compared with $41.4 billion in the same period last year.
Net sales and revenues for the 1996  calendar year totaled  $164.1  billion -- a
2.4-percent  increase  from 1995,  when net sales and  revenues  totaled  $160.3
billion.

      During the fourth quarter of 1996, GM dealers delivered 1,923,000 cars and
trucks  worldwide,  which  resulted in a  15.5-percent  worldwide  market share,
compared  to  1995's  market  share  of 17.3  percent.  In  calendar-year  1996,
deliveries totaled 8,381,000 units,  maintaining GM's position as the number-one
vehicle producer worldwide.

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see "Highlights" for additional details):

GM NORTH AMERICAN OPERATIONS/DELPHI AUTOMOTIVE SYSTEMS (GM-NAO/DELPHI)

      GM  North  American  Operations,   including  Delphi  Automotive  Systems,
reported a net loss of $124 million in the fourth  quarter of 1996 compared with
net income of $603  million in the fourth  quarter of 1995.  Net income for 1996
was $1.2 billion compared with net income of $2.4 billion in 1995.

      The  fourth-quarter  financial  results included an estimated  unfavorable
impact  of  approximately  $655  million  after  taxes  in  connection  with the
strike-related  work  stoppages in the United States and Canada,  in addition to
several items which are detailed in the "Special Items" section of this report.

      GM-NAO/Delphi reported a pretax loss of $418 million in the fourth quarter
of 1996,  compared with pretax income of $656 million in the prior-year  period,
with the 1996 work  stoppages  accounting  for almost all of the variance.  (See
"Highlights" for additional details.)

       GM-NAO/Delphi's  net-loss margin was 0.5 percent in the fourth quarter of
1996, compared with a net-profit margin of 2.3 percent in the prior-year period.
For  calendar  year 1996,  GM-NAO/Delphi's  net-profit  margin was 1.2  percent,
compared with 2.4 percent in 1995.

      "Obviously,  we took a financial  hit from the  strike-related  production
losses, in both the first and fourth quarters of 1996," Smith said. "Our results
were also affected by restrained  availability of certain product  offerings due
to the significant  number of new-vehicle  launches,  along with the predictable
increase in advertising and other  consumer-influence  expenses related to these
launches.  We're  continuing our efforts to keep driving costs down,  increasing
the  flexibility  of  operations,  and improving the quality of our products and
services."





                                    - 6 -

      "Production start-ups in 1996 for our new models ran according to plan and
were much better  than those in 1994 and 1995.  We have more new cars and trucks
going into the market now than any time in the last 15 years," Smith  explained.
"In fact,  about 20  percent of the 1997  production  will be for the new models
launched in 1996. Those new cars and trucks are key to our plans to aggressively
increase market share in the United States this year."

      GM vehicle  deliveries in the United States in the fourth  quarter of 1996
totaled  1,085,000  units,  which resulted in a  30.2-percent  share of the U.S.
vehicle market,  compared with a 33.5-percent market share in the fourth quarter
of  1995.  For  calendar-year  1996,  U.S.  deliveries  of GM  vehicles  totaled
4,793,000 units for a market share of 31.0 percent  compared with a 32.4-percent
market share in 1995. (See additional information in "Highlights.")

      "Delphi  Automotive  Systems continues to aggressively grow its non-GM-NAO
vehicle-group  business  throughout  the world and increased  its  percentage of
non-GM-NAO  vehicle-group  sales from 30 percent in 1995 to more than 35 percent
in 1996," Smith said.

      "Delphi  continues  to move  into  new  markets  to  serve  its  customers
worldwide  with a strong focus on  improving  cost,  quality and sales  growth,"
Smith said. "In 1996, Delphi undertook 20 new business initiatives, including 10
joint ventures, four all-new operations, and six acquisitions."

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $353 million for the
fourth  quarter of 1996,  compared  with net income of $498  million in the same
period in 1995.

      GMIO reported pretax income of $319 million in the fourth quarter of 1996,
which  represented  an increase of $209 million  compared  with pretax income of
$110 million in 1995.

      Net income for calendar-year-1996 totaled $1.5 billion compared with
1995 net income of  $1.6 billion.  Pretax income of $1.8 billion for
calendar-year 1996 exceeded 1995's results, which totaled $1.6 billion.  (See
"Highlights" for additional details.)

      "The higher pretax income in the fourth  quarter of 1996 was primarily the
result of increased volume,  and favorable  year-over-year  currency  exchange,"
Smith said.  "Net  income  reflects a  substantially  larger tax benefit in 1995
versus 1996,  and unusually high equity income in 1995 from  nonrecurring  asset
sales at Isuzu."

      The  net-profit  margin for GMIO was 4.0 percent in the fourth  quarter of
1996,  compared with 5.9 percent in the  prior-year  period.  GMIO's  net-profit
margin was 4.3  percent for  calendar  year 1996,  compared  with 5.1 percent in
1995.

      GM's automotive operations in Europe reported net income of $99 million in
the fourth quarter of 1996, compared with net income of $248 million in the same
period of 1995. For  calendar-year  1996,  GM's European  automotive  operations
reported net income of $778 million, compared with $796 million in 1995.



                                    - 7 -

      For the  remainder of GM's  International  Operations,  which  include the
Latin American and Asian and Pacific Operations, net income totaled $254 million
in the fourth  quarter of 1996,  compared  with $250  million in the  prior-year
period.  Net income for calendar-year  1996 totaled $754 million,  compared with
net income of $848 million in 1995.

      Volume  totaling  714,000 unit  deliveries  in the fourth  quarter of 1996
resulted  in a  8.5-percent  market  share,  compared  with  fourth-quarter-1995
deliveries  of 719,000 units and a market share of 9.3 percent.  GMIO's  vehicle
deliveries  for  calendar  year 1996 totaled  3,118,000  units and resulted in a
9.0-percent  market  share  compared  with a  9.1-percent  market share in 1995.
Deliveries  during  1996 hit an  all-time  record,  marking  the first time GMIO
annual deliveries exceeded three million units.

      "GM is targeting  the  fastest-growing  world markets with cars and trucks
that meet the needs of specific consumer segments, while leveraging common parts
and  processes,"  Smith said.  "We have  embarked  on the largest  international
production-capacity  expansion in our history with major new  manufacturing  and
assembly facilities planned for key international regions. Those facilities will
provide us with significant  opportunities to leverage GM's global resources and
enhance our competitive position throughout the world."

      During 1996, GM started  production at its assembly facility in Russia and
continued work on new  manufacturing  and assembly  plants in Argentina,  China,
Poland and Thailand.

SPECIAL ITEMS

      During the 1996 fourth  quarter,  GM-NAO/Delphi  recorded a net  favorable
plant-closings-reserve  adjustment  of $318 million  pretax ($197  million after
taxes, or $0.26 per share).  This was primarily  caused by revised  estimates of
costs to be incurred in connection with plant  closings,  in light of changes in
redeployment  and other  assumptions,  including  those  resulting from the 1996
settlements  with the United Auto Workers  Union (UAW) and Canadian Auto Workers
Union.

      The 1996 GM-NAO/Delphi  fourth-quarter  results also reflect a pretax loss
of $253 million  ($157  million  after taxes,  or $0.21 per share) in connection
with the sale of four Delphi component facilities, located in Flint and Livonia,
Mich.,  and Oshawa and  Windsor,  Canada,  and  GM-NAO's  Oshawa  die-management
business to Peregrine Inc.

      The   1996-fourth-quarter   results  of   GM-NAO/Delphi   also  include  a
$105-million  pretax gain ($65 million  after taxes,  or $0.09 per share) on the
sale of GM's preferred-stock interest in Avis Inc. to HFS Inc.

      Retiree-benefit  increases  associated  with the new UAW  labor  agreement
include  lump-sum  payments  that resulted in a charge  against  GM-NAO/Delphi's
1996-fourth-quarter  pretax earnings of approximately $270 million ($167 million
after taxes, or $0.22 per share).

      Prior-year  unusual  items  included  the  reversal  of   interest-expense
accruals related to certain prior-year tax issues,  which had a favorable impact
on  1995-fourth-quarter  earnings of $401  million  pretax ($249  million  after
taxes,  or  $0.33  per  share).  Additionally,   temporary  layoffs  at  certain
GM-NAO/Delphi facilities resulted in 1995-fourth-quarter pretax costs totaling


                                    - 8 -

$183 million  ($114 million after taxes,  or $0.15 per share).  The  corporation
also increased  certain  reserves at  GM-NAO/Delphi by $163 million pretax ($101
million  after  taxes,  or $0.13 per share)  during the 1995  fourth  quarter to
reflect the significant decline in interest rates during 1995.

PROFIT SHARING

      As a result of the profits  generated  in 1996 by GM's  operations  in the
United  States,  profit-sharing  payments will be made in 1997 to  approximately
282,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$300. This is the third consecutive year that profit-sharing  payments have been
made to U.S.  employees.  Profits generated in 1995 resulted in a profit-sharing
payout  of  approximately  $800.  In  addition,  approximately  76,000  eligible
salaried  employees  will  receive  1996  incentive  payments  under a  salaried
program,   with  payments  generally  increasing  with  the  level  of  pay  and
responsibility.









































                                    - 9 -


     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)              Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Net sales and revenues
       Manufactured products         $35,925      $36,849
       Financial services              3,191        3,069
       Other income                    1,832        1,433
                                    --------     --------
         Total                       $40,948      $41,351
                                    ========     ========
     Gross profit margin percentage(1)  13.6%        14.2%
     .....................................................
     Income from continuing
       operations before
         income taxes(1)                $240       $1,267
     Effective income (benefit)
       tax rate(1,2)                  (109.2%)        2.7%
     .....................................................
     Income from continuing
       operations(3)                    $786       $1,597
     Income from discontinued
       operations                          -          269
                                    --------     --------
     Consolidated net income            $786       $1,866
                                    ========     ========
     Net profit margin on income
       from continuing operations(1)     2.2%         4.3%
     .....................................................
     Earnings attributable to common stocks
       $1-2/3 par value(4)              $696       $1,500
       Class E                          $  -         $244
       Class H                          $ 70          $71
     .....................................................
     Earnings per share attributable to common stocks
       $1-2/3 par value(3,4)           $0.92        $1.98
       Class E                         $   -        $0.56
       Class H                         $0.70        $0.74
     .....................................................
     Cash dividends per share of common stocks
       $1-2/3 par value                $0.40        $0.30
       Class E                         $   -        $0.13
       Class H                         $0.24        $0.23
      .....................................................
     Book value per share of common stocks
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
       $1-2/3 par value                $27.95      $24.37
       Class E                         $    -      $ 3.11
       Class H                         $13.97      $12.20
     ....................................................

See footnotes beginning on page 14.

                                            continues













                               - 10 -


     HIGHLIGHTS - Q4 Sector Financial Results
     (Dollars in Millions)
                               Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Major business sector results GM-NAO/Delphi:
         Net sales and revenues       $24,387     $26,220
                                       ======       ======
         Pre-tax (loss) income          $(418)       $656
         Income tax (benefit) expense    (279)         81
         Equity income                     15          28
                                       ------       ------
           GM-NAO/Delphi net (loss)
             income                     $(124)       $603
                                       ------       ------
       GMIO:
         Net sales and revenues        $8,893      $8,408
                                       ======       ======
         Pre-tax income                  $319        $110
         Income tax benefit               (37)       (319)
         Equity (loss) income              (3)         69
                                       ------       ------
           GMIO net income (5)           $353        $498
                                       ------       ------
       GMAC net income                   $274        $263
       Hughes earnings                    281         295
       Other(6)                             2         (62)
                                       ------       ------
     Income from continuing
       operations                         786       1,597
     Income from discontinued
       operations                           -         269
                                       ------       ------
     Consolidated net income             $786      $1,866
                                       ======       ======
      .....................................................

See footnotes beginning on page 14.


                                            continues
































                               - 11 -


     HIGHLIGHTS - Q4 Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                               Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                      $786      $1,597
                                       ------       ------
       Special and unusual items
         Work stoppages(7)               (700)          -
         Plant closings reserve
            adjustment(8)                 197           -
         Sale of facilities(9)           (157)          -
         Sale of preferred stock
            interest(10)                   65           -
         Retiree lump sum payments(11)   (167)          -
         Interest on taxes(12)              -         249
         Costs associated with
            temporary layoffs (13)          -        (114)
         Discount rate change (14)          -        (101)
                                       ------       ------

            Total special and unusual
             items                       (762)         34
                                       ------       ------
       Income from continuing operations
         -excluding special and
             unusual items             $1,548      $1,563
                                       ======       ======

      .....................................................
      $1-2/3 EPS Impact of Special and Unusual Items
       Attributable to continuing
         operations(4)                  $0.92       $1.95
                                       ------       ------
       Special and unusual items
         Work stoppages(7)              (0.91)          -
         Plant closings reserve
            adjustment(8)                0.26           -
         Sale of facilities(9)          (0.21)          -
         Sale of preferred stock
            interest(10)                 0.09           -
         Retiree lump sum payments(11)  (0.22)          -
         Interest on taxes (12)             -        0.33
         Costs associated with
            temporary layoffs (13)          -       (0.15)
         Discount rate change (14)          -       (0.13)
                                        -----       ------
            Total special and unusual
             items                      (0.99)       0.05
                                        -----       ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $1.91       $1.90
                                       =====       ======
     ...................................................

See footnotes beginning on page 14.

                                            continues










                               - 12 -


     HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Worldwide wholesale sales (units in 000s)
       United States:   Cars             581          763
                        Trucks           504          515
                                      ------       ------
         Total United States           1,085        1,278
       Canada and Mexico                 122           84
                                      ------       ------
           Total North America         1,207        1,362
       International                     779          775
                                      ------       ------
             Total Worldwide           1,986        2,137
                                      ======       ======
     ....................................................
     Unit deliveries (units in 000s)
     United States
       Chevrolet - Cars                  188          261
                 - Trucks                370          359
       Pontiac                           129          142
       GMC                               118          114
       Buick                              93          115
       Oldsmobile                         75           89
       Saturn                             62           69
       Cadillac                           45           51
       Other                               5            5
                                      ------       ------
         Total United States           1,085        1,205
     Canada and Mexico                   124           95
                                      ------       ------
         Total North America           1,209        1,300
                                      ------       ------
     International
       Europe                            393          384
       Latin America, Africa and
         the Middle East (LAAMO)         187          174
       Asian and Pacific                 134          161
                                      ------       ------
         Total International             714          719
                                      ------       ------
             Total Worldwide           1,923        2,019
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.2%         36.1%
         Trucks                         29.1%         30.3%
           Total                        30.2%         33.5%
       Western Europe                   14.8%         15.6%
       Latin America                    17.3%         19.3%
       Asian and Pacific                 4.0%          4.0%
     ....................................................
     U.S. retail/fleet mix
       % Fleet sales - Cars             22.3%         25.3%
       % Fleet sales - Trucks           11.3%         10.9%
       Total vehicles                   17.2%         19.5%
     ....................................................
     Days supply of inventory -- U.S.
     Gross landed stock
       Cars                               93           103
       Trucks                             97            81
     ....................................................
     Capacity utilization %
     U.S. and Canada (2-shift rated)    79.9%         85.2%
     ....................................................
     Retail incentives (15) ($ per unit)
       GM-NAO                           $739         $518
       GM Europe                        $580         $326
     ....................................................

See footnotes beginning on page 14.

                                                                       continues

                               - 13 -


     HIGHLIGHTS - Q4 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                               Three Months Ended
                                  December 31,
                                   ----------------------
                                        1996         1995
                                    ---------  ----------
     Depreciation and Amortization(1)
       Depreciation                   $1,084         $874
       Amortization of special tools     579          804
       Amortization of intangible
         assets                           47           58
                                       -----        -----
                                      $1,710       $1,736
                                       =====        =====
     ....................................................
     Worldwide employment at December 31 (in 000s)
       GM-NAO/Delphi                     424          434
       GMIO                              111          103
       GMAC                               17           17
       Hughes                             86           84
       Other                               9           11
                                         ---          ---
       Employees associated with
         continuing operations           647          649
                                         ===          ===
     ....................................................
     Worldwide payrolls - continuing operations
       ($ millions)                   $7,344       $7,512
     ....................................................

     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2) The  income-tax  benefit in the fourth  quarter of 1996,  which totaled
         $262 million, was primarily due to research and experimentation credits
         in the U.S.,  as well as certain  international  tax  benefits  and tax
         benefits   relating  to  the   favorable   resolution  of  certain  tax
         contingencies  at Hughes.  The fourth quarter 1995 effective income tax
         rate  reflected  the  resolution  of  numerous  tax  issues  worldwide,
         efficient  utilization  of a  net-operating  loss  carryback,  and  tax
         benefits associated with the mix of foreign earnings and foreign income
         taxes.
     (3) See Special and Unusual Items Analysis on page 12.
     (4) $1-2/3 par value includes:    Three Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
           Earnings attributable to:
           Continuing operations         $696      $1,475
           Discontinued operations          -          25
                                      -------     -------
         Net earnings                    $696      $1,500
                                      =======     =======
           Earnings per share attributable to:
           Continuing operations        $0.92       $1.95
           Discontinued operations         -         0.03
                                      -------     -------
         Net earnings per share         $0.92       $1.98
                                      =======     =======
     (5) GMIO includes:                Three Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                    ---------   ---------
                        GM Europe         $99        $248
                        Other GMIO       $254        $250
     (6) 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.

                                                                       continues

                               - 14 -


     HIGHLIGHTS - Q4 Operating Information - Concluded

     (7) Fourth-quarter 1996 results include an unfavorable impact
         of approximately $700 million after taxes, or $0.91 per
         share, due to strike-related work stoppages in the U.S. and
         Canada.
     (8) During the 1996 fourth quarter,  GM-NAO/Delphi recorded a net favorable
         plant-closings reserve adjustment of $197 million after taxes, or $0.26
         per share,  which primarily resulted from revised estimates of costs to
         be incurred in connection with plant  closings,  in light of changes in
         redeployment  and other  assumptions,  including those relating to 1996
         settlements with the UAW and CAW.
     (9) Fourth  quarter 1996 results for  GM-NAO/Delphi  reflect a loss of $157
         million after taxes, or $0.21 per share, in connection with the sale of
         four Delphi component facilities,  located in Flint and Livonia, Mich.,
         and Oshawa and  Windsor,  Canada,  and GM-NAO's  Oshawa  die-management
         business.
     (10)GM-NAO/Delphi's  1996 fourth quarter results also include a gain of $65
         million  after  taxes,  or  $0.09  per  share,  on  the  sale  of  GM's
         preferred-stock interest in Avis, Inc.
     (11)Retiree benefit  increases  associated with the new UAW labor agreement
         include   lump-sum   payments  that   resulted  in  a  charge   against
         GM-NAO/Delphi's  1996-fourth-quarter  earnings  of  approximately  $167
         million after taxes, or $0.22 per share.
     (12)The reversal of interest expense accruals related to certain prior year
         tax issues had a favorable  impact on 1995 fourth  quarter  earnings of
         $249 million after tax, or $0.33 per share.
     (13)During  the  fourth  quarter  of 1995,  temporary  layoffs  at  certain
         GM-NAO/Delphi  facilities  resulted  in  costs  totaling  $114  million
         after-tax, or $0.15 per share.
     (14)Certain reserves at GM-NAO/Delphi  were increased by $101 million after
         taxes,  or $0.13 per share,  during the 1995 fourth  quarter to reflect
         the significant decline in interest rates during 1995.
     (15)Amounts reported for 1995 have been restated to reflect the methodology
         used to calculate Retail Incentives for the 1996 period.






























                               - 15 -



     HIGHLIGHTS - 12 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)              Twelve Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Net sales and revenues
       Manufactured products        $145,341     $143,666
       Financial services             12,674       11,664
       Other income                    6,054        4,942
                                   ---------    ---------
         Total                      $164,069     $160,272
                                   =========    =========
     Gross profit margin percentage(1)  14.8%        15.6%
     .....................................................
     Income from continuing
       operations before
         income taxes(1)              $4,469       $6,284
     Effective income tax rate(1)       19.8%        24.9%
     .....................................................
     Income from continuing
       operations before cumulative
       effect of accounting change(2) $4,953       $6,033
     Income from discontinued
       operations                         10          900
     Cumulative effect of
       accounting change(3)                -          (52)
                                     -------      -------
     Consolidated net income          $4,963       $6,881
                                     =======      =======
     Net profit margin on
       continuing operations(1)          3.4%         4.2%
     .....................................................
     Earnings attributable to common stocks
       $1-2/3 par value(4)            $4,584       $5,457
       Class E                           $15         $795
       Class H                          $283         $265
     .....................................................
     Earnings per share attributable to common stocks
       $1-2/3 par value(2,4)           $6.06        $7.21
       Class E                         $0.04        $1.96
       Class H                         $2.88        $2.77
     .....................................................
     Cash dividends per share of common stocks
       $1-2/3 par value                $1.60        $1.10
       Class E                         $0.30        $0.52
       Class H                         $0.96        $0.92
      .....................................................



     See footnotes beginning on page 20.


                                                                       continues
















                               - 16 -



     HIGHLIGHTS - 12 Months Sector Financial Results
     (Dollars in Millions)           Twelve Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Major business sector results GM-NAO/Delphi:
         Net sales and revenues      $101,002    $103,253
                                      =======     =======
         Pre-tax income                $1,206      $3,346
         Income tax expense                44         962
         Equity income                     84          64
         Cum. effect of acct. change        -         (52)
                                      -------     -------
           GM-NAO/Delphi net income    $1,246      $2,396
                                      -------     -------
       GMIO:
         Net sales and revenues       $35,251     $32,112
                                      =======     =======
         Pre-tax income                $1,787      $1,601
         Income tax expense               307         162
         Equity income                     52         205
                                      -------     -------
           GMIO net income (5)         $1,532      $1,644
                                      -------     -------
       GMAC net income                 $1,240      $1,031
       Hughes earnings                  1,151       1,108
       Other (6)                         (216)       (198)
                                      -------     -------
     Income before discontinued
       operations                      $4,953      $5,981
     Income from discontinued
       operations                          10         900
                                      -------     -------
     Consolidated net income           $4,963      $6,881
                                      =======     =======


     See footnotes beginning on page 20.


                                                                       continues
































                               - 17 -



     HIGHLIGHTS - 12 Months Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                                    Twelve Months Ended
                                        December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                    $4,953      $6,033
                                       ------      ------
       Special and unusual items
         Work stoppages(7)             (1,201)          -
         Plant closings reserve
            adjustments(8)                450           -
         Sale of facilities(9)           (157)          -
         Sale of 2.5% of DIRECTV(R)(10)    72           -
         Sale of preferred stock
            interest(11)                   65           -
         Retiree lump sum payments(12)   (167)          -
         Interest on taxes(13)              -         249
         Sale of NCRS (14)                  -         163
         Costs associated with
            temporary layoffs (15)          -        (114)
         Discount rate change (16)          -        (101)
         Preference stock buyback (17)      -         (14)
                                       ------      ------
            Total special and unusual
             items                       (938)        183
                                       ------      ------
       Income from continuing operations
         -excluding special and
            unusual items              $5,891      $5,850
                                       ======      ======
      .....................................................

      $1-2/3 EPS Impact of Special and Unusual Items

       Attributable to continuing
         operations(4)                  $6.07       $7.14
                                        -----       -----
       Special and unusual items
         Work stoppages(7)              (1.56)          -
         Plant closings reserve
            adjustments(8)               0.60           -
         Sale of facilities(9)          (0.21)          -
         Sale of 2.5% of DIRECTV (10)    0.07           -
         Sale of preferred stock
            interest(11)                 0.09           -
         Retiree lump sum payments(12)  (0.22)          -
         Interest on taxes (13)             -        0.33
         Sale of NCRS (14)                  -        0.22
         Costs associated with
            temporary layoffs (15)          -       (0.15)
         Discount rate change (16)          -       (0.13)
         Preference stock buyback (17)      -       (0.22)
                                        -----      ------
            Total special and unusual
             items                      (1.23)       0.05
                                        -----      ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $7.30       $7.09
                                        =====       =====
       .....................................................

     See footnotes beginning on page 20.

                                  continues



                                - 18




     HIGHLIGHTS - 12 Months Operating Information
                                      Twelve Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Worldwide wholesale sales (units in 000s)
       United States:   Cars           2,647        3,112
                        Trucks         2,026        2,030
                                      ------       ------
         Total United States           4,673        5,142
       Canada and Mexico                 479          418
                                      ------       ------
           Total North America         5,152        5,560
       International                   3,111        3,007
                                      ------       ------
             Total Worldwide           8,263        8,567
                                      ======       ======
     ....................................................
     Unit deliveries (units in 000s)
     United States
       Chevrolet - Cars                1,046        1,054
                 - Trucks              1,497        1,429
       Pontiac                           551          599
       GMC                               464          462
       Buick                             427          472
       Oldsmobile                        331          387
       Saturn                            279          286
       Cadillac                          170          180
       Other                              28           26
                                      ------       ------
         Total United States           4,793        4,895
     Canada and Mexico                   470          433
                                      ------       ------
         Total North America           5,263        5,328
                                      ------       ------
     International
       Europe                          1,798        1,725
       Latin America, Africa and
         the Middle East (LAAMO)         691          648
       Asian and Pacific                 629          619
                                      ------       ------
         Total International           3,118        2,992
                                      ------       ------
     Total Worldwide                   8,381        8,320
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.7%         34.2%
         Trucks                         29.0%         29.9%
           Total                        31.0%         32.4%
       Western Europe                   11.7%         12.2%
       Latin America                    19.2%         17.9%
       Asian and Pacific                 4.6%          4.7%
     ....................................................
     U.S. retail/fleet mix
       % Fleet sales - Cars             25.0%         23.3%
       % Fleet sales - Trucks           10.9%         12.4%
       Total vehicles                   19.1%         19.0%
     ....................................................
     Capacity utilization %
     U.S. and Canada (2-shift rated)    82.4%         86.9%
     ....................................................
     Retail incentives (18) ($ per unit)
       GM-NAO                           $700         $522
       GM Europe                        $529         $505
     ....................................................

     See footnotes beginning on page 20.


                                                                       continues

                               - 19 -




     HIGHLIGHTS - 12 Months Operating Information - Concluded
     (Dollars in Millions Except
      Per Share Amounts)
                                      Twelve Months Ended
                                          December 31,
                                   ----------------------
                                         1996        1995
                                   ----------  ----------
     ....................................................
     Depreciation and Amortization(1)
       Depreciation                    $4,139      $3,404
       Amortization of special tools    2,856       3,212
       Amortization of intangible
         assets                           150         171
                                      -------      ------
                                       $7,145      $6,787
                                      =======      ======
     ....................................................
     Worldwide payrolls -
       continuing operations
         ($ millions)                 $29,807     $29,840
     ....................................................

     Footnotes

     (1) Calculated with financing and insurance operations on an
          equity basis.
     (2) See Special and Unusual Items Analysis on page 18.
     (3) In November 1995, the Corporation adopted, retroactive to
         January 1, 1995, the consensus of EITF Issue No. 95-1.  The
         unfavorable effect of adopting EITF Issue No. 95-1 on
         GM-NAO/Delphi was $52 million after-tax or $0.07 per share
         of $1-2/3 par value common stock.
     (4) $1-2/3 par value includes:    Twelve Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
           Earnings attributable to:
           Continuing operations       $4,589      $5,404
           Discontinued operations         (5)        105
           Cumulative effect of
             accounting change              -         (52)
                                      -------     -------
         Net earnings                  $4,584      $5,457
                                      =======     =======
           Earnings per share attributable to:
           Continuing operations        $6.07       $7.14
           Discontinued operations      (0.01)       0.14
           Cumulative effect of
             accounting change              -       (0.07)
                                      -------     -------
         Net earnings per share         $6.06       $7.21
                                      =======     =======

     (5) GMIO Includes:                Twelve Months Ended
                                           December 31,
                                       -------------------
                                         1996         1995
                                         ----         ----
                        GM Europe        $778         $796
                        Other GMIO       $754         $848
     (6) 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.
     (7) Work  stoppages in the United States and Canada  reduced  calendar-year
         earnings on an after-tax basis by approximately $1.2 billion,  or $1.56
         per share, after considering partial recovery of production losses from
         the work stoppages.

                                                                       continues

                               - 20 -

     HIGHLIGHTS - 12 Months Operating Information - Concluded


     (8) Plant closings  reserve  adjustments  in 1996  increased  calendar year
         earnings  by  $450  million  after  taxes,  or  $0.60  per  share.  The
         adjustments  included  $253 million  after  taxes,  or $0.34 per share,
         associated  with GM's decision to utilize its  Wilmington,  DE facility
         for the assembly of a new generation Saturn vehicle,  and $197 million,
         or $0.26 per share,  which primarily resulted from revised estimates of
         costs to be incurred in  connection  with plant  closings,  in light of
         changes  in  redeployment  and  other   assumptions,   including  those
         resulting from the 1996 settlements with the UAW and CAW.
     (9) Calendar  year 1996  results for  GM-NAO/Delphi  reflect a loss of $157
         million after taxes, or $0.21 per share, in connection with the sale of
         four Delphi component facilities,  located in Flint and Livonia, Mich.,
         and Oshawa and  Windsor,  Canada,  and GM-NAO's  Oshawa  die-management
         business.
     (10)The 1996  earnings  include a $72 million  after tax gain, or $0.07 per
         share, on the sale of 2.5% of DIRECTV to AT&T.
     (11)GM-NAO/Delphi's  1996 results also include a gain of $65 million  after
         taxes, or $0.09 per share, on the sale of GM's preferred-stock interest
         in Avis, Inc.
     (12)Retiree benefit  increases  associated with the new UAW labor agreement
         include   lump-sum   payments  that   resulted  in  a  charge   against
         GM-NAO/Delphi's  1996-  earnings of  approximately  $167 million  after
         taxes, or $0.22 per share.
     (13)The reversal of interest expense accruals related to certain prior year
         tax issues had a  favorable  impact on 1995  earnings  of $249  million
         after taxes, or $0.33 per share.
     (14)The sale of the net assets of NCRS during  1995 had a favorable  impact
         of $163 million after taxes, or $0.22 per share.
     (15)During  1995,  temporary  layoffs at certain  GM-NAO/Delphi  facilities
         resulted in costs  totaling  $114  million  after  taxes,  or $0.15 per
         share.
     (16)Certain  reserves  at  GM-NAO/Delphi  were  increased  in  1995 by $101
         million  after taxes,  or $0.13 per share,  to reflect the  significant
         decline in interest rates.
     (17)The  buyback  of Series B, D and G  preference  shares  resulted  in an
         unfavorable impact of $14 million after taxes, or $0.22 per share.
     (18)Amounts reported for 1995 have been restated to reflect the methodology
         used to calculate Retail Incentives for 1996.

























                               - 21 -




                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME


                                                          Years Ended
December 31,            
                                             1996          1995         1994 
                                             ----          ----         ---- 
                                                  (Dollars in Millions)


Net sales and revenues
Manufactured products                    $145,341      $143,666      $134,760
Financial services                         12,674        11,664         9,419
Other income                                6,054         4,942         4,320
                                         --------      --------      --------
    Total net sales and revenues          164,069       160,272       148,499
                                          -------       -------       -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below         123,922       121,300       113,585
Selling, general, and administrative
  expenses                                 14,580        12,550        11,319
Depreciation and amortization expenses     11,840        11,213         9,645
Interest expense                            5,695         5,182         5,392
Plant closings reserve adjustments           (727)            -             -
Other deductions                            2,083         1,678         1,460
                                         --------      --------      --------
    Total costs and expenses              157,393       151,923       141,401
                                          -------       -------       -------

Income from continuing operations before
  income taxes                              6,676         8,349         7,098
Income taxes                                1,723         2,316         2,232
                                         --------      --------      --------
Income from continuing operations before cumulative
  effect of accounting changes              4,953         6,033         4,866
Income from discontinued operations            10           900           793
Cumulative effect of accounting changes         -           (52)         (758)
                                       -----------   ----------      -------- 
    Net income                              4,963         6,881         4,901

Preference shares tender offer premium          -           153             -
Dividends on preference stocks                 81           211           321
                                       ----------    ----------    ----------
    Income on common stocks             $   4,882    $    6,517    $    4,580
                                         ========     =========     =========


























                                    - 22 -


<PAGE>





                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF INCOME - Concluded

                                                   Years Ended December 31,   
                                               1996         1995        1994
                                               ----         ----        ----
                                                    (Dollars In Millions
                                                  Except Per Share Amounts)


Earnings attributable to common stocks
  $1-2/3 par value from continuing operations before
    cumulative effect of accounting changes  $4,589       $5,404      $4,296
  Income (loss) from discontinued operations     (5)         105         349
  Cumulative effect of accounting changes         -          (52)       (751)
                                            -------      -------     ------- 
  Net earnings attributable to $1-2/3 par 
     value                                   $4,584       $5,457      $3,894
                                              =====        =====       =====

  Income from discontinued operations attributable
    to Class E                                  $15         $795        $444
                                                 ==          ===         ===

  Class H before cumulative effect of 
     accounting change                         $283         $265        $249
  Cumulative effect of accounting change          -            -          (7)
                                             ------     --------       ----- 

  Net earnings attributable to Class H         $283         $265        $242
                                                ===          ===         ===
 
Average number of shares of common
  stocks outstanding (in millions)
    $1-2/3 par value                           756           750         741
    Class E                                    470           405         260
    Class H                                     98            96          92

Earnings per share attributable
to common stocks
  $1-2/3 par value from continuing operations before
    cumulative effect of accounting changes  $6.07          $7.14       $5.74
  Income (loss) from discontinued operations (0.01)          0.14        0.46
  Cumulative effect of accounting changes        -          (0.07)      (1.05)
                                             ------          ----        ---- 

  Net earnings attributable to $1-2/3 par 
     value                                    $6.06         $7.21       $5.15
                                               ====          ====        ====

  Income from discontinued operations attributable
    to Class E                                $0.04         $1.96       $1.71
                                               ====          ====        ====

  Class H before cumulative effect of 
     accounting change                        $2.88        $2.77        $2.70
  Cumulative effect of accounting change          -            -        (0.08)
                                             ------      -------        -----
  Net earnings attributable to Class H        $2.88        $2.77        $2.62
                                               ====         ====         ====

















                                    - 23 -


<PAGE>





                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

                                                             December 31,      
                        ASSETS                             1996         1995
                                                           ----         ----
                                                         (Dollars in Millions)

Cash and cash equivalents                               $14,063       $10,495
Other marketable securities                               8,199         5,523
                                                       --------      --------
  Total cash and marketable securities                   22,262        16,018

Finance receivables - net                                57,550        59,806
Accounts and notes receivable (less allowances)           6,557         6,979
Inventories (less allowances)                            11,898        11,348
Net assets of discontinued operations                         -         5,055
Contracts in process (less advances and progress
  payments of $1,010 and $1,327)                          2,507         2,469
Deferred income taxes                                    19,510        19,720
Equipment on operating leases (less accumulated
  depreciation of $7,661 and $7,225)                     30,112        27,702
Property
  Real estate, plants and equipment                      69,770        67,415
  Less accumulated depreciation                         (41,298)      (41,017)
                                                        -------       ------- 
      Net real estate, plants and equipment              28,472        26,398
  Special tools - net                                     9,032         8,171
                                                       --------      --------
        Total property                                   37,504        34,569

Intangible assets - net                                  12,691        10,273
Other assets                                             21,551        19,724
                                                       --------      --------
    Total assets                                       $222,142      $213,663
                                                        =======       =======

































                                    - 24 -


<PAGE>





                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET - Concluded

                                                             December 31,     
               LIABILITIES AND STOCKHOLDERS' EQUITY       1996          1995
                                                          ----          ----
                                                        (Dollars in Millions
                                                     Except Per Share Amounts)


Liabilities
Accounts payable (principally trade)                   $14,221        $12,685
Notes and loans payable                                 85,300         81,222
Deferred income taxes                                    3,207          3,108
Postretirement benefits other than pensions             43,190         41,596
Pensions                                                                7,599
6,691
Other liabilities and deferred credits                  45,207         45,015
                                                      --------       --------
    Total liabilities                                  198,724        190,317


Stockholders' equity
Preference stocks                                            1              1
Common stocks
  $1-2/3 par value (issued, 756,619,625 and 
  753,008,273 shares)                                    1,261          1,255
  Class E (issued, 442,812,166 shares in 1995)               -             44
  Class H (issued, 100,075,000 and 97,152,014 shares)       10             10
Capital surplus (principally additional paid-in capital)19,189         18,871
Retained earnings                                        6,137          7,185
      Subtotal                                          26,598         27,366

Minimum pension liability adjustment                    (3,490)        (4,736)
Accumulated foreign currency translation adjustments      (113)           223
Net unrealized gains on investments in certain debt and
  equity securities                                        423            493
                                                    ----------     ----------
    Total stockholders' equity                          23,418         23,346
                                                      --------       --------

    Total liabilities and stockholders' equity        $222,142       $213,663



























                                    - 25 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS

                                                   Years Ended December 31,    
                                                  1996      1995      1994
                                                     (Dollars in Millions)

Cash flows from operating activities
  Income from continuing operations before 
    cumulative effect of accounting changes  $4,953      $6,033      $4,866
  Adjustments to reconcile income from 
    continuing operations before cumulative 
    effect of accounting changes to net cash 
    provided by operating activities
      Depreciation and amortization expenses 11,840       11,213       9,645
      Provision for ongoing postretirement
      benefits other than pensions, net of 
      cash payments                           1,575        1,684       2,253
      Pension expense, net of cash 
        contributions                           801       (2,932)     (5,018)
      Plant closings reserve adjustments       (727)           -           -
      Pre-tax (gain) loss on sale of business 
        units                                   253          116         (18)
      Originations and purchases of mortgage 
        loans                               (19,455)     (12,086)    (10,136)
      Proceeds on sales of mortgage loans    18,157       11,613      10,719
      Provision for financing losses            669          449         177
      Change in other operating assets and liabilities
        Accounts receivable                    (178)        (331)     (1,991)
        Inventories                            (757)      (1,214)     (1,656)
        Accounts payable                      1,530          980       1,267
        Deferred taxes and income taxes payable(562)       1,892         968
        Other liabilities                       227           31       2,573
      Other                                     394         (899)     (2,523)
                                            -------     --------      ------ 
Net cash provided by operating activities    18,720       16,549      11,126
                                             ------       ------      ------

Cash flows from investing activities
  Expenditures for property                  (9,949)      (8,786)     (6,023)
  Special Inter-Company Payment from EDS        500            -           -
  Investments in other marketable securities
    - acquisitions                          (27,431)     (17,794)    (14,236)
  Investments in other marketable securities 
    - liquidations                           24,966       17,254      13,583
  Finance receivables - acquisitions       (155,477)    (163,033)   (156,580)
  Finance receivables - liquidations        120,253      134,265     136,151
  Proceeds from sales of finance receivables 36,657       25,389      20,248
  Operating leases - acquisitions           (18,494)     (15,125)    (14,938)
  Operating leases - liquidations            10,507        6,268       4,698
  Other                                         778         (495)        888
                                            -------     --------    --------
Net cash used in investing activities       (17,690)     (22,057)    (16,209)
                                             ------       ------      ------ 

Cash flows from financing activities
  Net increase in loans payable                 660        6,227       3,900
  Increase in long-term debt                 15,933       11,242      12,351
  Decrease in long-term debt                (12,810)      (9,580)    (14,111)
  Proceeds from the sale of minority 
     interest in DIRECTV(R)                     138            -           -
  Repurchases of common and preference stocks  (251)      (1,681)          -
  Proceeds from issuing common stocks           480          453       1,017
  Cash dividends paid to stockholders        (1,530)      (1,328)     (1,112)
                                            -------      -------     ------- 
Net cash provided by financing activities     2,620        5,333       2,045
                                            -------      -------     -------

Effect of exchange rate changes on cash
  and cash equivalents                         (185)         146         (14)
Net cash provided by (used in) continuing 
  operations                                  3,465          (29)     (3,052)
Net cash provided by (used in) discontinued 
  operations                                    103          193         (24)
                                            -------     --------    --------
Net increase (decrease) in cash and cash
   equivalents                                3,568          164      (3,076)
Cash and cash equivalents at beginning 
  of the year                                10,495       10,331      13,407

Cash and cash equivalents at end of the year$14,063      $10,495     $10,331
                                             ======       ======      ======


                                    - 26 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Results of Operations With Financing and Insurance Operations on an Equity
Basis

     To  facilitate   analysis,   the  following  financial  statements  present
financial data for the Corporation's manufacturing, wholesale marketing, defense
and  electronics   operations  with  the  financing  and  insurance   operations
(primarily GMAC) reflected on an equity basis. This is the same basis and format
used in years prior to the Corporation's  adoption of SFAS No. 94, Consolidation
of All Majority-Owned Subsidiaries.

Consolidated Statement of Income With Financing and Insurance Operations on
an Equity Basis

                                                 Years Ended December 31,  
                                               1996       1995        1994
                                               ----       ----        ----
(Dollars in Millions)
Net sales and revenues(1)                  $145,427    $143,754    $134,888
                                            -------     -------     -------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below         123,966     121,312     113,655
  Selling, general and administrative 
    expenses                                 11,827      10,195       9,385
  Depreciation and amortization expenses      7,145       6,787       6,343
  Plant closings reserve adjustments           (727)          -           -
                                            -------     -------     -------
    Total costs and expenses                142,211     138,294     129,383
                                            -------     -------     -------

Operating income                              3,216       5,460       5,505

Other income less income deductions           2,112       1,168       1,213
Interest expense                                859         344       1,265
                                            -------    --------     -------
Income from continuing operations before 
  income taxes                                4,469       6,284       5,453
Income taxes                                    885       1,563       1,719
                                            -------     -------     -------
Income from continuing operations before earnings
  of nonconsolidated affiliates and cumulative
  effect of accounting changes                3,584       4,721       3,734
Earnings of nonconsolidated affiliates        1,369       1,312       1,125
                                            -------     -------     -------
Income from continuing operations before
  cumulative effective of accounting changes  4,953       6,033       4,859
Income from discontinued operations              10         900         793
Cumulative effect of accounting changes (2)       -         (52)       (751)
                                           --------     -------     ------- 
  Net income                               $  4,963    $  6,881    $  4,901
                                            =======     =======     =======

  Net profit margin (3)                          3.4%        4.2%        3.6%


(1)  Includes sales to nonconsolidated affiliates of $954 million, $855
     million and $856 million in 1996, 1995 and 1994, respectively.
(2)  Effective January 1, 1995, GM adopted EITF Issue No. 95-1 and effective
     January 1, 1994, GM adopted SFAS No. 112.  Not included in 1994 is the
     unfavorable cumulative effect on GMAC earnings of $7 million of adopting
     SFAS No. 112 because the cumulative effect is included in earnings of
     nonconsolidated affiliates.
(3)  Net profit  margin  represents  income from  continuing  operations  before
     cumulative  effect  of  accounting  change  as a  percent  of net sales and
     revenues.















                                    - 27 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheet With Financing and Insurance Operations on an
Equity Basis

                                                          December 31,      
                                                          1996        1995
                     ASSETS                           (Dollars in Millions)

Cash and cash equivalents                               $13,320    $  9,047
Other marketable securities                               3,642       1,194
                                                        -------    --------
  Total cash and marketable securities                   16,962      10,241
Accounts and notes receivable (less allowances)
  Trade                                                   4,909       5,595
  Nonconsolidated affiliates                                927       2,103
Inventories (less allowances)                            11,898      11,348
Net assets of discontinued operations                         -       5,055
Contracts in process - net                                2,507       2,469
Net equipment on operating leases                         3,918       4,393
Deferred income taxes and other                           3,141       5,527
                                                        -------     -------
   Total current assets                                  44,262      46,731

Equity in net assets of nonconsolidated affiliates        9,855       9,983
Deferred income taxes                                    20,075      17,375
Other investments and miscellaneous assets               11,391      12,011
Property - net                                           37,156      34,438
Intangible assets - net                                  12,523      10,106
                                                        -------     -------
   Total assets                                        $135,262    $130,644
                                                        =======     =======

          LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                        $11,527    $ 10,624
Loans payable                                             1,214       2,187
Income taxes payable                                          -         101
Accrued liabilities and customer deposits                29,822      28,093
                                                         ------     -------
   Total current liabilities                             42,563      41,005

Long-term debt                                            5,192       4,114
Capitalized leases                                          198         166
Postretirement benefits other than pensions              40,578      39,001
Pensions                                                              5,966
5,594
Other liabilities and deferred income taxes              15,742      15,908
Deferred credits                                          1,605       1,510
Stockholders' equity                                     23,418      23,346
                                                         ------     -------
  Total liabilities and stockholders' equity           $135,262    $130,644
                                                        =======     =======




















                                    - 28 -


<PAGE>




                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statement of Cash Flows With Financing and Insurance Operations on
an Equity Basis


                                                    Years Ended December 31,    
                                                 1996        1995      1994
                                                 ----        ----      ----
                                                     (Dollars in Millions)
Cash flows from operating activities
   Income from continuing operations before
    cumulative effect of accounting changes     $4,953      $6,033    $4,859
   Adjustments to reconcile income from continuing
    operations before cumulative effect of accounting
    changes to net cash provided by operating activities
      Depreciation and amortization expenses     7,145       6,787     6,343
      Provision for ongoing postretirement benefits
         other than pensions, net of cash 
         payments                                1,549       1,659     2,205
      Pension expense, net of cash contributions   801      (2,932)   (5,018)
      Plant closings reserve adjustments          (727)          -         -
      Pre-tax (gain) loss on sale of business 
         units                                     253         116       (18)
      Change in other operating assets and liabilities
          Accounts receivable                    1,196        (137)     (838)
          Inventories                             (757)     (1,214)   (1,656)
          Accounts payable                         898        (288)    1,267
          Deferred taxes and income taxes payable (303)      1,077       406
          Other liabilities                        460         576     1,662
      Other                                      1,447        (575)   (1,555)
                                               -------     -------     ----- 
Net cash provided by operating activities       16,915      11,102     7,657
                                                ------      ------    ------

Cash flows from investing activities
  Expenditures for property                     (9,606)     (8,653)   (5,890)
  Special Inter-Company Payment from EDS (Note 2)  500           -         -
  Investments in other marketable securities
    - acquisitions                             (14,340)     (5,581)   (2,511)
  Investments in other marketable securities 
    - liquidations                              11,891       5,496     1,914
  Operating leases - acquisitions               (4,090)     (1,090)   (1,851)
  Operating leases - liquidations                3,819         506     1,128
  Other                                            334         (71)      737
                                              --------     -------    ------
Net cash used in investing activities          (11,492)     (9,393)   (6,473)
                                                ------       -----     ----- 

Cash flows from financing activities
  Net (decrease) increase in loans payable        (971)      1,072      (528)
  Increase in long-term debt                     1,937         646       152
  Decrease in long-term debt                      (871)     (1,597)     (786)
  Proceeds from sale of minority interest in 
    DIRECTV                                        138           -         -
  Net increase (decrease) in payable to GMAC         -         311      (143)
Repurchases of common and preference stocks       (251)     (1,681)        -
  Proceeds from issuing common stocks              480         453     1,017
  Cash dividends paid to stockholders           (1,530)     (1,328)   (1,112)
                                                 -----       -----     ----- 
Net cash used in financing activities           (1,068)     (2,124)   (1,400)
                                                 -----       -----     ----- 

Effect of exchange rate changes on cash and 
   cash equivalents                               (185)        146       (16)
                                                 -----       -----     -----
   
Net cash provided by (used in) continuing 
   operations                                    4,170        (269)     (232)
Net cash provided by (used in) discontinued 
   operations                                      103         193       (24)
                                                ------      ------     -----
Net increase (decrease) in cash and 
   cash equivalents                              4,273         (76)     (256)
Cash and cash equivalents at beginning 
   of the year                                   9,047       9,123     9,379

Cash and cash equivalents at end of the year   $13,320      $9,047    $9,123
                                                ======       =====     =====






                                    - 29 -



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Results of Operations With Financing and Insurance Operations on an Equity
Basis

Consolidated Statement of Income With Financing and Insurance Operations on an
Equity Basis

                                                    Three Months Ended
                                                       December 31, 
         
                                                   1996         1995
                                                  (Dollars in Millions)
Net sales and revenues(1)                         $35,966     $36,891
                                                   ------      ------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below                31,088      31,651
  Selling, general and administrative expenses      3,574       2,921
  Depreciation and amortization expenses            1,710       1,736
  Plant closings reserve adjustment              (    318)          -
                                                   ------      ------
    Total costs and expenses                       36,054      36,308
                                                   ------      ------

Operating (loss) income                               (88)        583

Other income less income deductions                   523         444
Interest expense                                      195    (    240)
                                                  -------     ------- 
Income from continuing operations before income taxes 240       1,267
Income tax (benefit) expense                     (    262)         34
                                                  -------    --------
Income from continuing operations before earnings
  of nonconsolidated affiliates                       502       1,233
Earnings of nonconsolidated affiliates                284         364
                                                  -------     -------
Income from continuing operations                     786       1,597
Income from discontinued operations                     -         269
                                                  -------     -------
  Net income                                     $    786     $ 1,866
                                                  =======      ======

  Net profit margin (2)                               2.2%         4.3%


(1)  Includes sales to nonconsolidated affiliates of $216 million and $284
     million for the fourth quarter of 1996 and 1995, respectively.
(2)  Net profit margin represents income from continuing operations as a percent
     of net sales and revenues.



                                 * * * * * *



















                                    - 30 -


                       HUGHES ELECTRONICS NEWS RELEASE

      January 27, 1997 -- Hughes Electronics Corporation (Hughes) today reported
record full year earnings, before the effects of purchase accounting adjustments
related to General Motors' (GM) 1985 acquisition of Hughes Aircraft Company,  of
$1,151.2 million,  or $2.88 per share of GM Class H common stock. Fourth quarter
earnings, on the same basis, were $280.9 million, or $0.70 per share.

      Revenues for 1996,  also a record for Hughes,  were $15,917.9  million,  a
7.8%  increase  over the $14,771.8  million  reported in 1995.  Revenues for the
fourth quarter were $4,296.1 million,  a 6.7% increase from the $4,028.1 million
reported in the same period in 1995.

      Operating profit  (excluding GM purchase  accounting  adjustments) in 1996
was $1,594.3  million,  a 4.4% decrease  from the  operating  profit of $1,667.3
million  reported in 1995.  The  operating  profit  margin on the same basis was
10.1% for the year compared with 11.3% in 1995.  Fourth quarter operating profit
(excluding  GM  purchase  accounting  adjustments)  decreased  11.7%  to  $369.4
million,  compared with $418.5 million  reported in last year's fourth  quarter.
The operating  profit  margin on the same basis was 8.6% for the fourth  quarter
compared with 10.5% in 1995.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive  Officer,  said
that  "the  record  1996  revenues  and  earnings   reflect   Hughes'   improved
competitiveness  and commitment to growth.  The 1996 revenue increase was fueled
by a 33% growth rate in Telecommunications  and Space segment revenues primarily
due to continued  DIRECTV(R)  subscriber  growth as well as  increased  sales of
commercial  satellites,  and  cellular  communications  and  DSS(R)  equipment."
Further,  he  stated  that  the  Aerospace  and  Defense  Systems  segment  also
contributed to the increase in 1996 revenues  primarily due to the December 1995
acquisition  of Hughes  Defense  Communications  (formerly  Magnavox  Electronic
Systems  Company)  and higher  information  systems and services  revenues.  Mr.
Armstrong  attributed the full year and fourth quarter  operating profit decline
principally  to lower GM production  volumes  related to the United Auto Workers
(UAW) and Canadian Auto Workers (CAW) strikes and continued price  reductions in
the Automotive Electronics segment.

      Earnings in 1996  increased  3.9% from the  $1,107.8  million  reported in
1995.  Earnings per share increased 4.0% to $2.88 per share from $2.77 per share
in 1995. The 1996 earnings included a $71.6 million after-tax gain recognized in
the first quarter from the sale of a 2.5% equity interest in DIRECTV to AT&T and
the impact from a decrease in the  effective  tax rate.  Earnings for the fourth
quarter of 1996 decreased  4.6% from the $294.4  million  reported in the fourth
quarter of 1995. Earnings per share decreased 5.4% to $0.70 per share from $0.74
per share in the fourth  quarter of 1995.  The  Automotive  Electronics  segment
accounted for the majority of the decline in fourth quarter  earnings  primarily
due to lower GM  production  volumes  related  to the UAW and CAW  strikes,  and
continued price  reductions  which more than offset the favorable  impact of the
lower effective tax rate.

      On January 16,  1997,  GM and Hughes  announced  a series of  transactions
designed to address  strategic  challenges and unlock  shareholder  value in the
three Hughes business segments.  The transactions  include the tax-free spin-off
of the Hughes  defense  business to holders of GM's $1-2/3 par value and Class H
common  stock,  followed by the tax-free  merger of that  business with Raytheon
Company.  At the same time, Delco Electronics will be transferred from Hughes to
GM's Delphi Automotive Systems unit. Finally, GM's Class H

                                    - 31 -

common  stock  will  be  recapitalized  into  a  tracking  stock  linked  to the
telecommunications  and space business of Hughes.  The  transactions,  which are
expected to be submitted to stockholders for approval in mid-1997, had no impact
on 1996 financial results.

          Segment Financial Review: Fourth Quarter and Calendar Year

                         TELECOMMUNICATIONS AND SPACE

      Revenues for the quarter were $1,224.8 million,  an increase of 30.9% over
revenues of $936.0  million  reported in the prior year's  fourth  quarter.  The
growth was principally due to continued DIRECTV  subscriber growth and increased
sales of cellular communications and DSS equipment,  commercial satellites,  and
Galaxy satellite  transponders.  DIRECTV  subscribers at December 1996 month-end
totaled 2.3 million.

      Operating  profit in the fourth quarter  increased  43.8% to $66.3 million
compared  with  $46.1  million  reported  in  the  same  period  in  1995.  This
improvement was primarily the result of reduced DIRECTV  operating losses in the
United States, reduced development costs related to the geostationary  satellite
mobile  telephony  product  line,  and  profits  on  higher  sales  of  cellular
communications equipment,  commercial satellites and Galaxy transponders.  These
increases  were  partially  offset by operating  losses  related to the start of
DIRECTV service in Latin America.  As a result,  fourth quarter operating profit
margin increased to 5.4% from 5.0% in 1995.

      Revenues in 1996 increased 33.1% to $4,114.9 million from $3,092.7 million
last year.  The  revenue  growth  reflects  continued  expansion  of the DIRECTV
subscriber  base  and  increased  sales  of  commercial   satellites,   cellular
communications and DSS equipment, and Galaxy transponders.

      For the full year,  operating profit was $259.8 million,  a 37.3% increase
over the $189.2 million  reported in 1995. The increase was  principally  due to
the  aforementioned  revenue  growth  and  reduced  mobile  telephony  satellite
development  costs offset,  in part, by operating losses related to the start of
DIRECTV service in Latin America. As a result, full year operating profit margin
increased to 6.5% from 6.2% in 1995.

                            AUTOMOTIVE ELECTRONICS

      Revenues for the quarter were $1,249.8  million,  a decrease of 11.2% from
revenues of $1,407.0  million for the same period in 1995. The reduced  revenues
reflect an 11.7%  decrease  in GM  vehicles  produced  in the United  States and
Canada  (excluding joint ventures)  primarily related to the UAW and CAW strikes
and a 1.3% decline in Hughes-supplied electronic content in these vehicles (from
$914 per vehicle to $902 per vehicle),  partially  offset by an 8.9% increase in
international and non-GM sales (from $248 million to $270 million).

      Operating profit in the fourth quarter was $92.0 million,  a 57.0% decline
from $213.9 million reported for the comparable  period in 1995. The decline was
primarily  due to reduced  production  volumes and  continued  price  reductions
resulting  from  competitive  pricing in  connection  with GM's global  sourcing
initiative.  As a  result,  fourth  quarter  operating  profit  margin  was 7.4%
compared with 15.4% last year.




                                    - 32 -

      For the full year,  revenues were $5,350.8  million,  a 3.8% decrease from
the $5,561.3  million  reported in 1995.  This decline was  principally due to a
6.4%  reduction  in GM  vehicles  produced  in  the  United  States  and  Canada
(excluding  joint  ventures)  primarily  related to the  aforementioned  strikes
offset,  in part, by a 2.0% increase in  Hughes-supplied  electronic  content in
these  vehicles (from $888 per vehicle to $906 per vehicle) and a 20.1% increase
in international and non-GM sales (from $841 million to $1,010 million).

      The 1996 operating  profit was $654.0 million compared with $869.0 million
in 1995, a decrease of 24.7%.  The decline was mostly due to reduced  production
volumes,  continued  price  reductions  resulting  from  competitive  pricing in
connection with GM's global sourcing  initiative,  and the impact from continued
investment in international  expansion.  As a result,  the 1996 operating profit
margin declined to 12.3% compared with last year's 15.9%.

                          AEROSPACE AND DEFENSE SYSTEMS

      Fourth quarter 1996 revenues were $1,790.4 million, an 11.1% increase over
revenues of $1,610.9 million reported in the same period in 1995. The growth was
primarily  due  to  additional   revenues   resulting  from  the  December  1995
acquisition of Hughes Defense  Communications and the build-up of newer programs
including Desktop V, Wide Area Augmentation System and Land Warrior.

            Operating  profit for the period  increased  8.4% to $208.3  million
compared  with $192.2  million  for the fourth  quarter of 1995.  The  operating
profit  margin in the period  declined to 11.6% from 12.1% in last year's fourth
quarter  primarily  due  to  a  continued  shift  from  production  programs  to
engineering  and  development  programs,  and growth in information  systems and
services revenues.

            Revenues for 1996 increased  6.6% to $6,338.4  million from $5,945.4
million  in 1995.  The  increase  reflects  the  Hughes  Defense  Communications
acquisition,  higher information systems and services revenues,  and build-up of
newer  programs  including  Desktop  V, Wide Area  Augmentation  System and Land
Warrior.  These  increases were partially  offset by lower  production  rates on
several missile programs including Stinger, Standard and Sparrow.

            Operating  profit in 1996 was $694.7  million,  a 1.0% increase from
the $688.0 million  reported in 1995.  The operating  profit margin for the year
declined to 11.0% from 11.7% in 1995  primarily  due to a  continued  shift from
production  programs to  engineering  and  development  programs,  and growth in
information systems and services revenues.




















                                    - 33 -


CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                              Years Ended
                                         Fourth Quarter       December 31,
                                       ------------------  ------------------
                                         1996      1995      1996      1995
                                       ------------------  ------------------
Revenues
  Net sales
    Outside customers                  $3,100.6  $2,678.5 $10,661.5  $9,528.8
    General Motors and affiliates       1,187.2   1,292.2   5,082.6   5,185.5
  Other income - net                        8.3      57.4     173.8      57.5
                                        -------   -------  --------  --------
Total Revenues                          4,296.1   4,028.1  15,917.9  14,771.8
                                        -------   -------  --------  --------
Costs and Expenses
  Cost of sales and other operating charges,
    exclusive of items listed below     3,302.3   3,023.8  12,083.9  11,325.1
  Selling, general, and administrative
    expenses                              463.7     396.3   1,505.6   1,234.2
  Depreciation and amortization           152.4     132.1     560.3     487.7
  Amortization of GM purchase accounting
    adjustments related to Hughes
    Aircraft Company                       30.6      30.5     122.3     123.4
  Interest expense - net                   (0.5)      1.7      11.2       7.5
                                        -------   -------  --------  --------
      Total Costs and Expenses          3,948.5   3,584.4  14,283.3  13,177.9
                                        -------   -------  --------  --------
Income before Income Taxes                347.6     443.7   1,634.6   1,593.9
Income taxes                               97.3     179.8     605.7     645.6
                                        -------   -------   -------   -------
Net Income                                250.3     263.9   1,028.9     948.3
Adjustments to exclude the effect of
  GM purchase accounting adjustments
  related to Hughes Aircraft Company       30.6      30.5     122.3     159.5
                                        -------   -------   -------   -------
Earnings Used for Computation of Available
  Separate Consolidated Net Income       $280.9    $294.4  $1,151.2  $1,107.8
                                        =======   =======   =======  ========

Available Separate Consolidated
  Net Income                              $69.8     $71.1    $283.3    $264.6
                                        =======   =======   =======  ========

Net Earnings Attributable to General Motors
  Class H Common Stock on a Per Share
  Basis                                   $0.70     $0.74     $2.88     $2.77
                                           ====      ====      ====      ====






















                                    - 34 -


<PAGE>



CONSOLIDATED BALANCE SHEET
(Dollars in Millions)

                                                   December 31,   December 31,
                                        ASSETS         1996           1995
                                                  ------------   ------------


Current Assets
  Cash and cash equivalents                          $1,161.3      $1,139.5
  Accounts and notes receivable
    Trade receivables                                 1,200.6       1,235.6
    General Motors and affiliates                       113.4         146.7
  Contracts in process                                2,507.1       2,469.2
  Inventories                                         1,528.5       1,225.5
  Prepaid expenses, including deferred income taxes     568.1         594.3
                                                     --------      --------
      Total Current Assets                            7,079.0       6,810.8
Property-Net                                          2,886.6       2,739.2
Telecommunications and Other Equipment-Net            1,133.5       1,175.1
Intangible Assets-Net                                 3,466.0       3,573.7
Investments and Other Assets, Including Deferred
  Income Taxes                                        1,915.0       1,675.6
                                                     --------      --------
Total Assets                                        $16,480.1     $15,974.4
                                                     ========      ========


                     LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
  Accounts payable
    Outside                                            $896.4        $748.7
    General Motors and affiliates                        27.5          52.2
  Advances on contracts                                 868.9         838.3
  Notes and loans payable                               248.1         432.5
  Income taxes payable                                  132.9         190.8
  Accrued liabilities                                 2,025.8       2,046.3
                                                     --------      --------
      Total Current Liabilities                       4,199.6       4,308.8
                                                     --------      --------
Long-Term Debt and Capitalized Leases                    34.5         258.8
                                                     --------      --------
Postretirement Benefits Other Than Pensions           1,658.9       1,610.6
                                                     --------      --------
Other Liabilities, Deferred Income Taxes,
  and Deferred Credits                                1,407.2       1,270.5
                                                     --------      --------
Total Stockholder's Equity                            9,179.9       8,525.7
                                                     --------      --------
Total Liabilities and Stockholder's Equity          $16,480.1     $15,974.4
                                                     ========      ========

Certain   amounts  for  1995  have  been   reclassified  to  conform  with  1996
classifications.

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).














                                    - 35 -


<PAGE>



CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)

                                                              Years Ended
                                                             December 31,
                                                           ------------------
                                                            1996        1995
                                                           ------------------

Cash Flows from Operating Activities
Net income                                                $1,028.9     $948.3
Adjustments to reconcile net income to
net cash provided by operating activities
  Depreciation and amortization                              560.3      487.7
  Amortization and adjustments of GM
    purchase accounting adjustments related
    to Hughes Aircraft Company                               122.3      159.5
  Pension expense, net of cash contributions                  (1.3)     (51.9)
  Provision for postretirement benefits
    other than pensions, net of cash payments                  40.1      43.5
  Net (gain) loss on sale of property                         (23.2)      6.1
  Net gain on sale of investments and businesses             (120.3)    (12.9)
  Change in deferred income taxes and other                   130.9    (150.1)
  Change in other operating assets and liabilities
      Accounts receivable                                     86.7     (147.3)
      Contracts in process                                   (34.1)    (186.2)
      Inventories                                           (302.8)    (160.1)
      Prepaid expenses                                       (30.3)      (3.0)
      Accounts payable                                       122.0      (92.0)
      Income taxes                                           (57.9)     160.4
      Accrued and other liabilities                          (13.9)     257.0
      Other                                                 (308.0)    (272.8)
                                                           -------    -------
    Net Cash Provided by Operating Activities              1,199.4      986.2
                                                           -------    -------
Cash Flows from Investing Activities
  Investment in companies, net of cash acquired              (28.7)    (309.5)
  Expenditures for property and special tools               (652.3)    (545.7)
  Increase in telecommunications and other equipment        (191.2)    (198.9)
  Proceeds from sale and leaseback of satellite transponders
    with General Motors Acceptance Corporation               252.0           -
  Proceeds from disposal of property                          96.2       50.6
  Proceeds from sale of investments and businesses               -      127.2
  Decrease (increase) in notes receivable                      1.6      (13.6)
                                                             -----      -----
    Net Cash Used in Investing Activities                   (522.4)    (889.9)
                                                             -----      -----
Cash Flows from Financing Activities
  Net decrease in notes and loans payable                   (393.2)     (80.9)
  Increase in long-term debt                                  13.5       28.0
  Decrease in long-term debt                                 (29.0)     (37.7)
  Proceeds from sale of minority interest in subsidiary      137.5           -
  Cash dividends paid to General Motors                     (384.0)    (368.0)
                                                             -----      -----
    Net Cash Used in Financing Activities                   (655.2)    (458.6)
                                                             -----      -----
Net increase (decrease) in cash and cash equivalents          21.8     (362.3)
Cash and cash equivalents at beginning of the year         1,139.5    1,501.8
                                                           -------    -------
Cash and cash equivalents at end of the year              $1,161.3   $1,139.5
                                                           =======    =======













                                    - 36 -


<PAGE>



PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                           Years Ended
                                      Fourth Quarter       December 31
                                    ------------------  -------------------
                                      1996      1995      1996       1995
                                    ------------------  -------------------

TELECOMMUNICATIONS AND SPACE
Revenues
  Amount                            $1,224.8    $936.0  $4,114.9   $3,092.7
  As a percentage of Hughes Revenues    28.5%     23.2%     25.9%      20.9%
Net Sales                           $1,227.0    $930.2   $3,992.2  $3,075.8
Operating Profit(1)                    $66.3     $46.1    $259.8     $189.2
Operating Profit Margin(2)               5.4%      5.0%      6.5%       6.2%
Depreciation and Amortization(3)       $53.0     $52.5    $194.8     $178.3
Capital Expenditures(4)               $104.9    $190.3    $449.8     $436.5

AUTOMOTIVE ELECTRONICS
Revenues
  Amount                            $1,249.8  $1,407.0  $5,350.8   $5,561.3
  As a percentage of Hughes Revenues    29.1%     34.9%     33.6%      37.6%
Net Sales                           $1,243.3  $1,389.1  $5,311.3   $5,479.7
Operating Profit(1)                    $92.0    $213.9    $654.0     $869.0
Operating Profit Margin(2)               7.4%     15.4%     12.3%      15.9%
Depreciation and Amortization          $48.4     $35.7    $195.9     $151.4
Capital Expenditures                   $40.1     $82.3    $196.0     $264.7

AEROSPACE AND DEFENSE SYSTEMS
Revenues
  Amount                            $1,790.4  $1,610.9  $6,338.4   $5,945.4
  As a percentage of Hughes Revenues    41.7%     40.0%     39.8%      40.2%
Net Sales                           $1,788.0  $1,586.2   $6,331.5  $5,899.7
Operating Profit(1)                   $208.3    $192.2    $694.7     $688.0
Operating Profit Margin(2)              11.6%     12.1%     11.0%      11.7%
Depreciation and Amortization(3)       $47.7     $36.2    $157.6     $132.0
Capital Expenditures                   $65.4     $36.1    $171.1     $109.8

CORPORATE AND OTHER
Operating Profit (Loss)(1)              $2.8    $(33.7)   $(14.2)    $(78.9)


*   The Consolidated Financial Statements reflect the application of purchase
    accounting adjustments related to GM's acquisition of Hughes Aircraft
    Company.  However, as provided in the General Motors 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 excludes the purchase accounting
    adjustments related to GM's acquisition of Hughes Aircraft Company, is
    presented.
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
(2) Operating Profit as a percentage of Net Sales.
(3) Excludes amortization arising from purchase accounting adjustments
    related to GM's  acquisition of Hughes  Aircraft  Company  amounting to $5.1
    million  in each of the  fourth  quarters  and $21.0  million in each of the
    years for the Telecommunications and Space segment and $25.3 million in each
    of the  fourth  quarters  and  $100.9  million  in each of the years for the
    Aerospace and Defense Systems segment.
(4) Includes  expenditures  related to  telecommunications  and other  equipment
    amounting to $45.3  million,  $127.0  million,  $187.9  million,  and $274.6
    million, respectively.


                                 * * * * * *



                                    - 37 -

                              GMAC NEWS RELEASE

      General Motors Acceptance Corporation (GMAC) -- reported 1996 consolidated
net income of $1,240  million,  up 20% from the $1,031  million  earned in 1995,
GMAC President John R. Rines  announced  today.  These earnings were the highest
since 1991.

      In 1996, net income from financing operations,  including results from the
GMAC Mortgage Group, totaled $1,048 million, up 21% from the $868 million earned
in 1995.  Earnings  benefited from a favorable funding mix,  continued growth in
retail leasing, and higher earnings from the mortgage operations.

      Motors Insurance Corporation (MIC), GMAC's insurance subsidiary, generated
net income of $192 million in 1996, up 18% from the $163 million earned in 1995.
The  increase  is  principally  due  to  improved  performance  from  commercial
dealership and extended warranty coverages and higher capital gains.

      Fourth  quarter 1996 results  totaled  $274  million,  up 4% from the $263
million  earned in the final quarter of 1995.  For the quarter,  net income from
financing  operations,  including  the mortgage  group's  results,  totaled $206
million, up from $201 million earned a year ago. MIC's net income for the fourth
quarter 1996 totaled $68 million, which is a record fourth-quarter return and up
from $62 million earned a year ago.


                                 * * * * * *


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)  Exhibits


      Exhibit 3(ii) By-Laws, reflecting amendments to Section 3.1, 3.2, and 3.5.

      Section                       Amendment
      -------                       ---------

      3.1
      Committees of the Board       Amended to revise the name of the
      of Directors                  "Finance Committee" to the "Investment 
                                    Funds Committee"

      3.2
      Election and Vacancies        Amended to revise the name of the
                                    "Finance Committee" to the "Investment 
                                    Funds Committee"

      3.5
      Investment Fund Committee     Amended to revise the name of the
      of Directors                  "Finance Committee" to the "Investment 
                                    Funds Committee"







                                    - 38 -


                                  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    February 3, 1997
        -----------------
                                       By
                                            s/Wallace W. Creek
                                            -------------------------------
                                            (Wallace W. Creek, Comptroller)














































                                    - 39 -
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{"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": "97516783"}, "business-address": {"street1": "767 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10153-0075", "phone": "3135565000"}}
L:\secfiles\8-k\1997\janpress.doc

                      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) January 27, 1997
                                  ----------------

                          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 January 27,  1997,  General  Motors  Corporation  (GM or General
Motors)  issued a news release  announcing  that its Board of Directors  (the GM
Board) had  increased the dividend on the GM $1-2/3 par value and Class H common
stocks and  approved a $2.5 billion  repurchase  program for GM $1-2/3 par value
common stock. The news release was as follows:

                               GM NEWS RELEASE

      GENERAL MOTORS  CORPORATION -- The General Motors Board of Directors today
raised the  dividends  on GM's $1-2/3 par value and Class H common  stocks,  and
approved a $2.5  billion  repurchase  program for the  company's  $1-2/3  common
stock.

     "The actions taken by GM's Board  underscore  our  confidence in the future
and our commitment to enhancing  stockholder value," said John F. Smith, Jr., GM
chairman,  chief executive officer and president.  "GM is not only strengthening
its  global   automotive   business  with  the  largest   number  of  new  model
introductions  ever in North  America and  significant  investments  in overseas
markets,  but also  returning  capital  to  shareholders  in a  manner  which is
sustainable throughout the business cycle."

     The  quarterly  dividend on GM $1-2/3  common  stock is being  increased by
$0.10, to $0.50 per share.  The dividend has been increased  three times,  for a
total of $0.30 per share,  since May 1995.  The  dividend  is payable  March 10,
1997, to holders of record on February 6, 1997.

     The GM Board today also approved a $2.5 billion  repurchase  program for GM
$1-2/3 common  stock,  which the company  plans to execute  through  open-market
purchases  within  the next 12 months.  This would  represent  a  repurchase  of
slightly  more  than 5 percent  of the  outstanding  shares of GM $1-2/3  common
stock,  based on the NYSE's  closing  price on January  24,  1997 of $62-1/2 per
share of GM $1-2/3 common stock.

     "We intend to pursue the repurchase  program  vigorously," said Smith. "The
decision to announce a $2.5 billion  program at this time is based on our belief
that we can execute a program of this size quickly and with confidence."

     Smith noted that GM's cash generation  capability continues to be strong --
GM's cash balance at year-end 1996 was $17 billion, compared to $10.2 billion at
the end of 1995.

     "We'll consider additional repurchase programs in the future," Smith added.
The  program  announced  today  will  supplement  GM's  other  continuing  stock
repurchases  used to  satisfy  ongoing  needs  of  employee  benefit  plans  and
executive stock option plans. GM has repurchased about $800 million of GM $1-2/3
common  stock over the last two  years,  which are then  reissued  in support of
benefit and compensation plans. As a result of this practice,  all of the shares
repurchased  through the new program  announced today are expected to reduce the
total number of outstanding shares of GM $1-2/3 common stock.

                                    - 2 -

     The board also  increased  the  quarterly  dividend  on GM Class H stock to
$0.25, up from $0.24 per share. The 1997 dividend rate on GM Class H is based on
the 1996 earnings of GM's Hughes Electronics subsidiary. The dividend is payable
March 10, 1997, to holders of record on February 6, 1997.

     The GM Board's policy is to distribute  dividends on GM $1-2/3 common stock
based  on the  outlook  and  indicated  capital  needs of the  business,  and to
establish  dividends  at a level  that the board  believes  will be  sustainable
throughout the automotive  business  cycle.  In light of this policy,  the board
will  continue to regularly  review the  dividend on the $1-2/3  common stock as
well as stock repurchases.

     The  current  dividend  policy for GM Class H common  stock  states that 35
percent of the prior year's earnings of Hughes  Electronics  will be distributed
to  Class  H  stockholders  through  quarterly  dividends.   If,  as  previously
announced,  GM Class H is recapitalized to provide a more focused  investment in
the Hughes  Electronics  telecommunications  and space  business,  the  dividend
policy will take into account the factors  related to this  business,  including
its growth opportunities and capital needs.

     The GM Board also declared the following dividends: $0.570313 per GM Series
B  depositary  share;  $0.495 per Series D  depositary  share;  and $0.57 per GM
Series G depositary  share.  These dividends are payable May 1, 1997, to holders
of record on April 7, 1997.

     Recently,  GM has  undertaken a number of  initiatives  designed to enhance
shareholder  value,  including  a proposal  to:  Distribute  to  stockholders  a
valuable equity interest in the defense business of Hughes  Aircraft;  provide a
more  focused,   appropriately-capitalized  investment  in  Hughes  Electronics'
telecommunications   business;   and  transfer  Delco  Electronics  from  Hughes
Electronics  to GM's Delphi  Automotive  Systems.  GM has also made  significant
progress in rebuilding the company's balance sheet.

                                 * * * * * *

         (b) On January 28,  1997,  a news  release was issued on the subject of
fourth quarter and year-to-date  consolidated  earnings for GM. The news release
did  not  include  financial  statement  footnotes  and  certain   supplementary
information that will be filed with the Securities and Exchange  Commission at a
later date.  The GM news release and related news releases  dated January 27 and
January  28,  1997 for  fourth  quarter  and  year-to-date  earnings  of  Hughes
Electronics  Corporation  (Hughes)  and General  Motors  Acceptance  Corporation
(GMAC), respectively, were as follows:

                               GM NEWS RELEASE

      GENERAL  MOTORS  CORPORATION  (GM) --  reported  today  that  income  from
continuing  operations for the fourth  quarter of 1996 totaled $786 million,  or
$0.92 per share of GM $1-2/3 par value common stock, compared with $1.6 billion,
or $1.95 per share, in the fourth quarter of 1995.

      Income from  continuing  operations  (which excludes EDS) for the calendar
year was $5.0 billion, or $6.07 per share,  compared with $6.0 billion, or $7.14
per share, in 1995.

                                    - 3 -

      The  fourth-quarter  results included an estimated  unfavorable  impact of
approximately  $700  million  after  taxes,  or $0.91 per share of GM $1-2/3 par
value common stock,  due to  strike-related  work stoppages in the United States
and  Canada,  which  resulted  in the  temporary  shutdown  of  certain GM North
American assembly and component plants during the quarter. Work stoppages in the
United States and Canada reduced calendar-year earnings on an after-tax basis by
approximately  $1.2 billion,  after  considering  partial recovery of production
losses from the work stoppages. The fourth-quarter results in 1996 and 1995 also
include  a number of  special  and  unusual  items.  (See  "Special  Items"  for
additional information.)

      "Clearly our 1996  fourth-quarter and calendar-year  results were impacted
by the strike-related  production losses in the United States and Canada and are
not indicative of GM's potential for continued profit  improvement," GM Chairman
and Chief  Executive  Officer John F. Smith,  Jr., said. "We continue to rebuild
our strength in North America and grow our business in key international markets
throughout the world."

      Smith  said GM has the  flexibility  to  continue  its drive to become the
industry's  low-cost   competitor.   "We  recognize  that  we  face  significant
challenges, but we're well-positioned to follow our strategy of utilizing common
parts and processes,  while implementing lean operations, to compete on a global
basis, and grow the business in all of our sectors," he said.

      Significant  highlights of fourth-quarter and  calendar-year-1996  results
from the automotive sectors included the following:

      -  GM North American  Operations  (GM-NAO) and Delphi  Automotive  Systems
         (Delphi) reported a combined  (GM-NAO/Delphi)  net loss of $124 million
         in the fourth quarter of 1996, compared with net income of $603 million
         in the fourth quarter of 1995.  Work stoppages in the United States and
         Canada   resulted  in  an  estimated   reduction   to   GM-NAO/Delphi's
         1996-fourth-quarter net income of approximately $655 million.

      -  GM-NAO/Delphi  earned $1.2 billion during calendar year 1996,  compared
         with earnings of $2.4 billion during the prior year, with almost all of
         the year-over-year  decrease accounted for by the above-mentioned  work
         stoppages in the first and fourth quarters of 1996.

      -  GM International  Operations (GMIO) reported net income of $353 million
         in the fourth quarter of 1996, compared with net income of $498 million
         in the prior-year period.

      -  GMIO's  calendar-year-1996 net income totaled $1.5 billion,  versus net
         income of $1.6 billion in 1995.

      Highlights of 1996  fourth-quarter  and calendar-year  results reported by
GM's major subsidiaries included the following:

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $274 million for the fourth  quarter of 1996,  compared with net income
         of   $263   million   in   the   fourth   quarter   of   1995.   GMAC's
         calendar-year-1996 net income totaled $1.2 billion,  compared with $1.0
         billion in 1995.

                                    - 4 -

      -  Hughes Electronics  Corporation  (Hughes) reported  1996-fourth-quarter
         earnings of $281 million, compared with earnings of $295 million in the
         prior-year  period.  Excluding the approximately  $45-million-estimated
         impact of the work  stoppages,  Hughes'  fourth-quarter  earnings would
         have been $326  million.  Hughes  earned a record $1.2  billion  during
         calendar-year  1996,  compared  with $1.1  billion in 1995,  even after
         estimated losses of approximately $75 million related to work stoppages
         in the first and fourth quarters of 1996.

      GM  recently  announced  that  shareholders  will be  asked to  approve  a
spin-off of Hughes' defense business and the transfer of Delco  Electronics from
Hughes  Electronics  to  GM's  Delphi  Automotive  Systems.  Subsequent  to  the
spin-off,   Hughes'  defense   business  would  merge  with  Raytheon   Company.
Additionally, GM's Class H common stock would be recapitalized and linked solely
to the performance of the Hughes telecommunications and space business.

      As previously  announced,  GM completed  the split-off of Electronic  Data
Systems  Corporation  (EDS) on June 7,  1996,  and  accordingly,  the  financial
results  related to EDS  through  the  split-off  date have been  classified  as
discontinued  operations.  In 1995's  fourth  quarter,  total net income of $1.9
billion  reflected  income from  discontinued  operations of $269 million.  GM's
total consolidated net income for 1996, including the results of EDS through the
split-off  date,  totaled $5.0 billion,  or $6.06 per share,  compared with $6.9
billion, or $7.21 per share, in 1995.

      (See additional  information in sections detailing  individual  automotive
sector results, "Special Items" and "Highlights.")

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

      The  corporation's  pretax  income  from  continuing  operations  was $240
million in the fourth quarter of 1996,  compared with $1.3 billion in the fourth
quarter of 1995. Pretax income from continuing  operations for the calendar year
was $4.5 billion, compared with $6.3 billion in 1995.

      The income-tax  benefit in the fourth quarter of 1996,  which totaled $262
million, was primarily due to research and experimentation credits in the United
States, as well as certain international tax benefits, and tax benefits relating
to   the   resolution   of   certain   tax   contingencies   at   Hughes.    The
fourth-quarter-1995  effective  income-tax  rate  of  3  percent  reflected  the
resolution  of  numerous  tax  issues  worldwide,  efficient  utilization  of  a
net-operating-loss  carryback,  and  tax  benefits  associated  with  the mix of
foreign earnings and foreign income taxes.

      The corporation's  net-profit margin -- income from continuing  operations
as a percent of net sales and revenues -- was 2.2 percent in the fourth  quarter
of 1996, compared with 4.3 percent in the fourth quarter of 1995. The net-profit
margin for the 1996 calendar year was 3.4 percent,  compared with 4.2 percent in
1995.

      The  corporation's  cash position  continued to improve  during the fourth
quarter of 1996.  Cash and marketable  securities  totaled $17.0 billion at Dec.
31, 1996,  compared  with $10.2  billion at Dec. 31, 1995,  and $14.5 billion at
Sept. 30, 1996.

                                    - 5 -

      "We're extremely  pleased that the year-end cash balance is well in excess
of our  $13.0-billion  target,  and that it increased  nearly $2.5 billion since
September 30, after considering the effects of  strike-related  work stoppages,"
Smith said.  "This shows that we can generate  significant cash -- even at lower
production levels - and this was a major consideration in allowing us to proceed
with the  dividend  increase  and  stock  buy-back  program  that was  announced
yesterday," Smith said.

      Fully  consolidated  net sales and revenues in the fourth  quarter of 1996
totaled $40.9 billion  compared with $41.4 billion in the same period last year.
Net sales and revenues for the 1996  calendar year totaled  $164.1  billion -- a
2.4-percent  increase  from 1995,  when net sales and  revenues  totaled  $160.3
billion.

      During the fourth quarter of 1996, GM dealers delivered 1,923,000 cars and
trucks  worldwide,  which  resulted in a  15.5-percent  worldwide  market share,
compared  to  1995's  market  share  of 17.3  percent.  In  calendar-year  1996,
deliveries totaled 8,381,000 units,  maintaining GM's position as the number-one
vehicle producer worldwide.

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see "Highlights" for additional details):

GM NORTH AMERICAN OPERATIONS/DELPHI AUTOMOTIVE SYSTEMS (GM-NAO/DELPHI)

      GM  North  American  Operations,   including  Delphi  Automotive  Systems,
reported a net loss of $124 million in the fourth  quarter of 1996 compared with
net income of $603  million in the fourth  quarter of 1995.  Net income for 1996
was $1.2 billion compared with net income of $2.4 billion in 1995.

      The  fourth-quarter  financial  results included an estimated  unfavorable
impact  of  approximately  $655  million  after  taxes  in  connection  with the
strike-related  work  stoppages in the United States and Canada,  in addition to
several items which are detailed in the "Special Items" section of this report.

      GM-NAO/Delphi reported a pretax loss of $418 million in the fourth quarter
of 1996,  compared with pretax income of $656 million in the prior-year  period,
with the 1996 work  stoppages  accounting  for almost all of the variance.  (See
"Highlights" for additional details.)

       GM-NAO/Delphi's  net-loss margin was 0.5 percent in the fourth quarter of
1996, compared with a net-profit margin of 2.3 percent in the prior-year period.
For  calendar  year 1996,  GM-NAO/Delphi's  net-profit  margin was 1.2  percent,
compared with 2.4 percent in 1995.

      "Obviously,  we took a financial  hit from the  strike-related  production
losses, in both the first and fourth quarters of 1996," Smith said. "Our results
were also affected by restrained  availability of certain product  offerings due
to the significant  number of new-vehicle  launches,  along with the predictable
increase in advertising and other  consumer-influence  expenses related to these
launches.  We're  continuing our efforts to keep driving costs down,  increasing
the  flexibility  of  operations,  and improving the quality of our products and
services."

                                    - 6 -

      "Production start-ups in 1996 for our new models ran according to plan and
were much better  than those in 1994 and 1995.  We have more new cars and trucks
going into the market now than any time in the last 15 years," Smith  explained.
"In fact,  about 20  percent of the 1997  production  will be for the new models
launched in 1996. Those new cars and trucks are key to our plans to aggressively
increase market share in the United States this year."

      GM vehicle  deliveries in the United States in the fourth  quarter of 1996
totaled  1,085,000  units,  which resulted in a  30.2-percent  share of the U.S.
vehicle market,  compared with a 33.5-percent market share in the fourth quarter
of  1995.  For  calendar-year  1996,  U.S.  deliveries  of GM  vehicles  totaled
4,793,000 units for a market share of 31.0 percent  compared with a 32.4-percent
market share in 1995. (See additional information in "Highlights.")

      "Delphi  Automotive  Systems continues to aggressively grow its non-GM-NAO
vehicle-group  business  throughout  the world and increased  its  percentage of
non-GM-NAO  vehicle-group  sales from 30 percent in 1995 to more than 35 percent
in 1996," Smith said.

      "Delphi  continues  to move  into  new  markets  to  serve  its  customers
worldwide  with a strong focus on  improving  cost,  quality and sales  growth,"
Smith said. "In 1996, Delphi undertook 20 new business initiatives, including 10
joint ventures, four all-new operations, and six acquisitions."

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $353 million for the
fourth  quarter of 1996,  compared  with net income of $498  million in the same
period in 1995.

      GMIO reported pretax income of $319 million in the fourth quarter of 1996,
which  represented  an increase of $209 million  compared  with pretax income of
$110 million in 1995.

      Net income for calendar-year-1996 totaled $1.5 billion compared with
1995 net income of  $1.6 billion.  Pretax income of $1.8 billion for
calendar-year 1996 exceeded 1995's results, which totaled $1.6 billion.  (See
"Highlights" for additional details.)

      "The higher pretax income in the fourth  quarter of 1996 was primarily the
result of increased volume,  and favorable  year-over-year  currency  exchange,"
Smith said.  "Net  income  reflects a  substantially  larger tax benefit in 1995
versus 1996,  and unusually high equity income in 1995 from  nonrecurring  asset
sales at Isuzu."

      The  net-profit  margin for GMIO was 4.0 percent in the fourth  quarter of
1996,  compared with 5.9 percent in the  prior-year  period.  GMIO's  net-profit
margin was 4.3  percent for  calendar  year 1996,  compared  with 5.1 percent in
1995.

      GM's automotive operations in Europe reported net income of $99 million in
the fourth quarter of 1996, compared with net income of $248 million in the same
period of 1995. For  calendar-year  1996,  GM's European  automotive  operations
reported net income of $778 million, compared with $796 million in 1995.

                                    - 7 -

      For the  remainder of GM's  International  Operations,  which  include the
Latin American and Asian and Pacific Operations, net income totaled $254 million
in the fourth  quarter of 1996,  compared  with $250  million in the  prior-year
period.  Net income for calendar-year  1996 totaled $754 million,  compared with
net income of $848 million in 1995.

      Volume  totaling  714,000 unit  deliveries  in the fourth  quarter of 1996
resulted  in a  8.5-percent  market  share,  compared  with  fourth-quarter-1995
deliveries  of 719,000 units and a market share of 9.3 percent.  GMIO's  vehicle
deliveries  for  calendar  year 1996 totaled  3,118,000  units and resulted in a
9.0-percent  market  share  compared  with a  9.1-percent  market share in 1995.
Deliveries  during  1996 hit an  all-time  record,  marking  the first time GMIO
annual deliveries exceeded three million units.

      "GM is targeting  the  fastest-growing  world markets with cars and trucks
that meet the needs of specific consumer segments, while leveraging common parts
and  processes,"  Smith said.  "We have  embarked  on the largest  international
production-capacity  expansion in our history with major new  manufacturing  and
assembly facilities planned for key international regions. Those facilities will
provide us with significant  opportunities to leverage GM's global resources and
enhance our competitive position throughout the world."

      During 1996, GM started  production at its assembly facility in Russia and
continued work on new  manufacturing  and assembly  plants in Argentina,  China,
Poland and Thailand.

SPECIAL ITEMS

      During the 1996 fourth  quarter,  GM-NAO/Delphi  recorded a net  favorable
plant-closings-reserve  adjustment  of $318 million  pretax ($197  million after
taxes, or $0.26 per share).  This was primarily  caused by revised  estimates of
costs to be incurred in connection with plant  closings,  in light of changes in
redeployment  and other  assumptions,  including  those  resulting from the 1996
settlements  with the United Auto Workers  Union (UAW) and Canadian Auto Workers
Union.

      The 1996 GM-NAO/Delphi  fourth-quarter  results also reflect a pretax loss
of $253 million  ($157  million  after taxes,  or $0.21 per share) in connection
with the sale of four Delphi component facilities, located in Flint and Livonia,
Mich.,  and Oshawa and  Windsor,  Canada,  and  GM-NAO's  Oshawa  die-management
business to Peregrine Inc.

      The   1996-fourth-quarter   results  of   GM-NAO/Delphi   also  include  a
$105-million  pretax gain ($65 million  after taxes,  or $0.09 per share) on the
sale of GM's preferred-stock interest in Avis Inc. to HFS Inc.

      Retiree-benefit  increases  associated  with the new UAW  labor  agreement
include  lump-sum  payments  that resulted in a charge  against  GM-NAO/Delphi's
1996-fourth-quarter  pretax earnings of approximately $270 million ($167 million
after taxes, or $0.22 per share).

      Prior-year  unusual  items  included  the  reversal  of   interest-expense
accruals related to certain prior-year tax issues,  which had a favorable impact
on  1995-fourth-quarter  earnings of $401  million  pretax ($249  million  after
taxes,  or  $0.33  per  share).  Additionally,   temporary  layoffs  at  certain
GM-NAO/Delphi facilities resulted in 1995-fourth-quarter pretax costs totaling

                                    - 8 -

$183 million  ($114 million after taxes,  or $0.15 per share).  The  corporation
also increased  certain  reserves at  GM-NAO/Delphi by $163 million pretax ($101
million  after  taxes,  or $0.13 per share)  during the 1995  fourth  quarter to
reflect the significant decline in interest rates during 1995.

PROFIT SHARING

      As a result of the profits  generated  in 1996 by GM's  operations  in the
United  States,  profit-sharing  payments will be made in 1997 to  approximately
282,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$300. This is the third consecutive year that profit-sharing  payments have been
made to U.S.  employees.  Profits generated in 1995 resulted in a profit-sharing
payout  of  approximately  $800.  In  addition,  approximately  76,000  eligible
salaried  employees  will  receive  1996  incentive  payments  under a  salaried
program,   with  payments  generally  increasing  with  the  level  of  pay  and
responsibility.

                                    - 9 -

     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)              Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Net sales and revenues
       Manufactured products         $35,925      $36,849
       Financial services              3,191        3,069
       Other income                    1,832        1,433
                                    --------     --------
         Total                       $40,948      $41,351
                                    ========     ========
     Gross profit margin percentage(1)  13.6%        14.2%
     .....................................................
     Income from continuing
       operations before
         income taxes(1)                $240       $1,267
     Effective income (benefit)
       tax rate(1,2)                  (109.2%)        2.7%
     .....................................................
     Income from continuing
       operations(3)                    $786       $1,597
     Income from discontinued
       operations                          -          269
                                    --------     --------
     Consolidated net income            $786       $1,866
                                    ========     ========
     Net profit margin on income
       from continuing operations(1)     2.2%         4.3%
     .....................................................
     Earnings attributable to common stocks
       $1-2/3 par value(4)              $696       $1,500
       Class E                          $  -         $244
       Class H                          $ 70          $71
     .....................................................
     Earnings per share attributable to common stocks
       $1-2/3 par value(3,4)           $0.92        $1.98
       Class E                         $   -        $0.56
       Class H                         $0.70        $0.74
     .....................................................
     Cash dividends per share of common stocks
       $1-2/3 par value                $0.40        $0.30
       Class E                         $   -        $0.13
       Class H                         $0.24        $0.23
      .....................................................
     Book value per share of common stocks
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
       $1-2/3 par value                $27.95      $24.37
       Class E                         $    -      $ 3.11
       Class H                         $13.97      $12.20
     ....................................................

See footnotes beginning on page 14.

                                            continues

                               - 10 -

     HIGHLIGHTS - Q4 Sector Financial Results
     (Dollars in Millions)
                               Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Major business sector results GM-NAO/Delphi:
         Net sales and revenues       $24,387     $26,220
                                       ======       ======
         Pre-tax (loss) income          $(418)       $656
         Income tax (benefit) expense    (279)         81
         Equity income                     15          28
                                       ------       ------
           GM-NAO/Delphi net (loss)
             income                     $(124)       $603
                                       ------       ------
       GMIO:
         Net sales and revenues        $8,893      $8,408
                                       ======       ======
         Pre-tax income                  $319        $110
         Income tax benefit               (37)       (319)
         Equity (loss) income              (3)         69
                                       ------       ------
           GMIO net income (5)           $353        $498
                                       ------       ------
       GMAC net income                   $274        $263
       Hughes earnings                    281         295
       Other(6)                             2         (62)
                                       ------       ------
     Income from continuing
       operations                         786       1,597
     Income from discontinued
       operations                           -         269
                                       ------       ------
     Consolidated net income             $786      $1,866
                                       ======       ======
      .....................................................

See footnotes beginning on page 14.

                                            continues

                               - 11 -

     HIGHLIGHTS - Q4 Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                               Three Months Ended
                                  December 31,

                                   ----------------------
                                        1996         1995
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                      $786      $1,597
                                       ------       ------
       Special and unusual items
         Work stoppages(7)               (700)          -
         Plant closings reserve
            adjustment(8)                 197           -
         Sale of facilities(9)           (157)          -
         Sale of preferred stock
            interest(10)                   65           -
         Retiree lump sum payments(11)   (167)          -
         Interest on taxes(12)              -         249
         Costs associated with
            temporary layoffs (13)          -        (114)
         Discount rate change (14)          -        (101)
                                       ------       ------

            Total special and unusual
             items                       (762)         34
                                       ------       ------
       Income from continuing operations
         -excluding special and
             unusual items             $1,548      $1,563
                                       ======       ======

      .....................................................
      $1-2/3 EPS Impact of Special and Unusual Items
       Attributable to continuing
         operations(4)                  $0.92       $1.95
                                       ------       ------
       Special and unusual items
         Work stoppages(7)              (0.91)          -
         Plant closings reserve
            adjustment(8)                0.26           -
         Sale of facilities(9)          (0.21)          -
         Sale of preferred stock
            interest(10)                 0.09           -
         Retiree lump sum payments(11)  (0.22)          -
         Interest on taxes (12)             -        0.33
         Costs associated with
            temporary layoffs (13)          -       (0.15)
         Discount rate change (14)          -       (0.13)
                                        -----       ------
            Total special and unusual
             items                      (0.99)       0.05
                                        -----       ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $1.91       $1.90
                                       =====       ======
     ...................................................

See footnotes beginning on page 14.

                                            continues

                               - 12 -

     HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Worldwide wholesale sales (units in 000s)
       United States:   Cars             581          763
                        Trucks           504          515
                                      ------       ------
         Total United States           1,085        1,278
       Canada and Mexico                 122           84
                                      ------       ------
           Total North America         1,207        1,362
       International                     779          775
                                      ------       ------
             Total Worldwide           1,986        2,137
                                      ======       ======
     ....................................................
     Unit deliveries (units in 000s)
     United States
       Chevrolet - Cars                  188          261
                 - Trucks                370          359
       Pontiac                           129          142
       GMC                               118          114
       Buick                              93          115
       Oldsmobile                         75           89
       Saturn                             62           69
       Cadillac                           45           51
       Other                               5            5
                                      ------       ------
         Total United States           1,085        1,205
     Canada and Mexico                   124           95
                                      ------       ------
         Total North America           1,209        1,300
                                      ------       ------
     International
       Europe                            393          384
       Latin America, Africa and
         the Middle East (LAAMO)         187          174
       Asian and Pacific                 134          161
                                      ------       ------
         Total International             714          719
                                      ------       ------
             Total Worldwide           1,923        2,019
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.2%         36.1%
         Trucks                         29.1%         30.3%
           Total                        30.2%         33.5%
       Western Europe                   14.8%         15.6%
       Latin America                    17.3%         19.3%
       Asian and Pacific                 4.0%          4.0%
     ....................................................
     U.S. retail/fleet mix
       % Fleet sales - Cars             22.3%         25.3%
       % Fleet sales - Trucks           11.3%         10.9%
       Total vehicles                   17.2%         19.5%
     ....................................................
     Days supply of inventory -- U.S.
     Gross landed stock
       Cars                               93           103
       Trucks                             97            81
     ....................................................
     Capacity utilization %
     U.S. and Canada (2-shift rated)    79.9%         85.2%
     ....................................................
     Retail incentives (15) ($ per unit)
       GM-NAO                           $739         $518
       GM Europe                        $580         $326
     ....................................................

See footnotes beginning on page 14.

                                                                       continues

                               - 13 -

     HIGHLIGHTS - Q4 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                               Three Months Ended
                                  December 31,
                                   ----------------------
                                        1996         1995
                                    ---------  ----------
     Depreciation and Amortization(1)
       Depreciation                   $1,084         $874
       Amortization of special tools     579          804
       Amortization of intangible
         assets                           47           58
                                       -----        -----
                                      $1,710       $1,736
                                       =====        =====
     ....................................................
     Worldwide employment at December 31 (in 000s)
       GM-NAO/Delphi                     424          434
       GMIO                              111          103
       GMAC                               17           17
       Hughes                             86           84
       Other                               9           11
                                         ---          ---
       Employees associated with
         continuing operations           647          649
                                         ===          ===
     ....................................................
     Worldwide payrolls - continuing operations
       ($ millions)                   $7,344       $7,512
     ....................................................

     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2) The  income-tax  benefit in the fourth  quarter of 1996,  which totaled
         $262 million, was primarily due to research and experimentation credits
         in the U.S.,  as well as certain  international  tax  benefits  and tax
         benefits   relating  to  the   favorable   resolution  of  certain  tax
         contingencies  at Hughes.  The fourth quarter 1995 effective income tax
         rate  reflected  the  resolution  of  numerous  tax  issues  worldwide,
         efficient  utilization  of a  net-operating  loss  carryback,  and  tax
         benefits associated with the mix of foreign earnings and foreign income
         taxes.
     (3) See Special and Unusual Items Analysis on page 12.
     (4) $1-2/3 par value includes:    Three Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
           Earnings attributable to:
           Continuing operations         $696      $1,475
           Discontinued operations          -          25
                                      -------     -------
         Net earnings                    $696      $1,500
                                      =======     =======
           Earnings per share attributable to:
           Continuing operations        $0.92       $1.95
           Discontinued operations         -         0.03
                                      -------     -------
         Net earnings per share         $0.92       $1.98
                                      =======     =======
     (5) GMIO includes:                Three Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                    ---------   ---------
                        GM Europe         $99        $248
                        Other GMIO       $254        $250
     (6) 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.

                                                                       continues

                               - 14 -

     HIGHLIGHTS - Q4 Operating Information - Concluded

     (7) Fourth-quarter 1996 results include an unfavorable impact
         of approximately $700 million after taxes, or $0.91 per
         share, due to strike-related work stoppages in the U.S. and
         Canada.
     (8) During the 1996 fourth quarter,  GM-NAO/Delphi recorded a net favorable
         plant-closings reserve adjustment of $197 million after taxes, or $0.26
         per share,  which primarily resulted from revised estimates of costs to
         be incurred in connection with plant  closings,  in light of changes in
         redeployment  and other  assumptions,  including those relating to 1996
         settlements with the UAW and CAW.
     (9) Fourth  quarter 1996 results for  GM-NAO/Delphi  reflect a loss of $157
         million after taxes, or $0.21 per share, in connection with the sale of
         four Delphi component facilities,  located in Flint and Livonia, Mich.,
         and Oshawa and  Windsor,  Canada,  and GM-NAO's  Oshawa  die-management
         business.
     (10)GM-NAO/Delphi's  1996 fourth quarter results also include a gain of $65
         million  after  taxes,  or  $0.09  per  share,  on  the  sale  of  GM's
         preferred-stock interest in Avis, Inc.
     (11)Retiree benefit  increases  associated with the new UAW labor agreement
         include   lump-sum   payments  that   resulted  in  a  charge   against
         GM-NAO/Delphi's  1996-fourth-quarter  earnings  of  approximately  $167
         million after taxes, or $0.22 per share.
     (12)The reversal of interest expense accruals related to certain prior year
         tax issues had a favorable  impact on 1995 fourth  quarter  earnings of
         $249 million after tax, or $0.33 per share.
     (13)During  the  fourth  quarter  of 1995,  temporary  layoffs  at  certain
         GM-NAO/Delphi  facilities  resulted  in  costs  totaling  $114  million
         after-tax, or $0.15 per share.
     (14)Certain reserves at GM-NAO/Delphi  were increased by $101 million after
         taxes,  or $0.13 per share,  during the 1995 fourth  quarter to reflect
         the significant decline in interest rates during 1995.
     (15)Amounts reported for 1995 have been restated to reflect the methodology
         used to calculate Retail Incentives for the 1996 period.

                               - 15 -

     HIGHLIGHTS - 12 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)              Twelve Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Net sales and revenues
       Manufactured products        $145,341     $143,666
       Financial services             12,674       11,664
       Other income                    6,054        4,942
                                   ---------    ---------
         Total                      $164,069     $160,272
                                   =========    =========
     Gross profit margin percentage(1)  14.8%        15.6%
     .....................................................
     Income from continuing
       operations before
         income taxes(1)              $4,469       $6,284
     Effective income tax rate(1)       19.8%        24.9%
     .....................................................
     Income from continuing
       operations before cumulative
       effect of accounting change(2) $4,953       $6,033
     Income from discontinued
       operations                         10          900
     Cumulative effect of
       accounting change(3)                -          (52)
                                     -------      -------
     Consolidated net income          $4,963       $6,881
                                     =======      =======
     Net profit margin on
       continuing operations(1)          3.4%         4.2%
     .....................................................
     Earnings attributable to common stocks
       $1-2/3 par value(4)            $4,584       $5,457
       Class E                           $15         $795
       Class H                          $283         $265
     .....................................................
     Earnings per share attributable to common stocks
       $1-2/3 par value(2,4)           $6.06        $7.21
       Class E                         $0.04        $1.96
       Class H                         $2.88        $2.77
     .....................................................
     Cash dividends per share of common stocks
       $1-2/3 par value                $1.60        $1.10
       Class E                         $0.30        $0.52
       Class H                         $0.96        $0.92
      .....................................................

     See footnotes beginning on page 20.

                                                                       continues

                               - 16 -

     HIGHLIGHTS - 12 Months Sector Financial Results
     (Dollars in Millions)           Twelve Months Ended
                                         December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Major business sector results GM-NAO/Delphi:
         Net sales and revenues      $101,002    $103,253
                                      =======     =======
         Pre-tax income                $1,206      $3,346
         Income tax expense                44         962
         Equity income                     84          64
         Cum. effect of acct. change        -         (52)
                                      -------     -------
           GM-NAO/Delphi net income    $1,246      $2,396
                                      -------     -------
       GMIO:
         Net sales and revenues       $35,251     $32,112
                                      =======     =======
         Pre-tax income                $1,787      $1,601
         Income tax expense               307         162
         Equity income                     52         205
                                      -------     -------
           GMIO net income (5)         $1,532      $1,644
                                      -------     -------
       GMAC net income                 $1,240      $1,031
       Hughes earnings                  1,151       1,108
       Other (6)                         (216)       (198)
                                      -------     -------
     Income before discontinued
       operations                      $4,953      $5,981
     Income from discontinued
       operations                          10         900
                                      -------     -------
     Consolidated net income           $4,963      $6,881
                                      =======     =======

     See footnotes beginning on page 20.

                                                                       continues

                               - 17 -

     HIGHLIGHTS - 12 Months Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                                    Twelve Months Ended
                                        December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                    $4,953      $6,033
                                       ------      ------
       Special and unusual items
         Work stoppages(7)             (1,201)          -
         Plant closings reserve
            adjustments(8)                450           -
         Sale of facilities(9)           (157)          -
         Sale of 2.5% of DIRECTV(R)(10)    72           -
         Sale of preferred stock
            interest(11)                   65           -
         Retiree lump sum payments(12)   (167)          -
         Interest on taxes(13)              -         249
         Sale of NCRS (14)                  -         163
         Costs associated with
            temporary layoffs (15)          -        (114)
         Discount rate change (16)          -        (101)
         Preference stock buyback (17)      -         (14)
                                       ------      ------
            Total special and unusual
             items                       (938)        183
                                       ------      ------
       Income from continuing operations
         -excluding special and
            unusual items              $5,891      $5,850
                                       ======      ======
      .....................................................

      $1-2/3 EPS Impact of Special and Unusual Items

       Attributable to continuing
         operations(4)                  $6.07       $7.14
                                        -----       -----
       Special and unusual items
         Work stoppages(7)              (1.56)          -
         Plant closings reserve
            adjustments(8)               0.60           -
         Sale of facilities(9)          (0.21)          -
         Sale of 2.5% of DIRECTV (10)    0.07           -
         Sale of preferred stock
            interest(11)                 0.09           -
         Retiree lump sum payments(12)  (0.22)          -
         Interest on taxes (13)             -        0.33
         Sale of NCRS (14)                  -        0.22
         Costs associated with
            temporary layoffs (15)          -       (0.15)
         Discount rate change (16)          -       (0.13)
         Preference stock buyback (17)      -       (0.22)
                                        -----      ------
            Total special and unusual
             items                      (1.23)       0.05
                                        -----      ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $7.30       $7.09
                                        =====       =====
       .....................................................

     See footnotes beginning on page 20.

                                  continues

                                - 18

     HIGHLIGHTS - 12 Months Operating Information
                                      Twelve Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
     Worldwide wholesale sales (units in 000s)
       United States:   Cars           2,647        3,112
                        Trucks         2,026        2,030
                                      ------       ------
         Total United States           4,673        5,142
       Canada and Mexico                 479          418
                                      ------       ------
           Total North America         5,152        5,560
       International                   3,111        3,007
                                      ------       ------
             Total Worldwide           8,263        8,567
                                      ======       ======
     ....................................................
     Unit deliveries (units in 000s)
     United States
       Chevrolet - Cars                1,046        1,054
                 - Trucks              1,497        1,429
       Pontiac                           551          599
       GMC                               464          462
       Buick                             427          472
       Oldsmobile                        331          387
       Saturn                            279          286
       Cadillac                          170          180
       Other                              28           26
                                      ------       ------
         Total United States           4,793        4,895
     Canada and Mexico                   470          433
                                      ------       ------
         Total North America           5,263        5,328
                                      ------       ------
     International
       Europe                          1,798        1,725
       Latin America, Africa and
         the Middle East (LAAMO)         691          648
       Asian and Pacific                 629          619
                                      ------       ------
         Total International           3,118        2,992
                                      ------       ------
     Total Worldwide                   8,381        8,320
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.7%         34.2%
         Trucks                         29.0%         29.9%
           Total                        31.0%         32.4%
       Western Europe                   11.7%         12.2%
       Latin America                    19.2%         17.9%
       Asian and Pacific                 4.6%          4.7%
     ....................................................
     U.S. retail/fleet mix
       % Fleet sales - Cars             25.0%         23.3%
       % Fleet sales - Trucks           10.9%         12.4%
       Total vehicles                   19.1%         19.0%
     ....................................................
     Capacity utilization %
     U.S. and Canada (2-shift rated)    82.4%         86.9%
     ....................................................
     Retail incentives (18) ($ per unit)
       GM-NAO                           $700         $522
       GM Europe                        $529         $505
     ....................................................

     See footnotes beginning on page 20.

                                                                       continues

                               - 19 -

     HIGHLIGHTS - 12 Months Operating Information - Concluded
     (Dollars in Millions Except
      Per Share Amounts)
                                      Twelve Months Ended
                                          December 31,
                                   ----------------------
                                         1996        1995
                                   ----------  ----------
     ....................................................
     Depreciation and Amortization(1)
       Depreciation                    $4,139      $3,404
       Amortization of special tools    2,856       3,212
       Amortization of intangible
         assets                           150         171
                                      -------      ------
                                       $7,145      $6,787
                                      =======      ======
     ....................................................
     Worldwide payrolls -
       continuing operations
         ($ millions)                 $29,807     $29,840
     ....................................................

     Footnotes

     (1) Calculated with financing and insurance operations on an
          equity basis.
     (2) See Special and Unusual Items Analysis on page 18.
     (3) In November 1995, the Corporation adopted, retroactive to
         January 1, 1995, the consensus of EITF Issue No. 95-1.  The
         unfavorable effect of adopting EITF Issue No. 95-1 on
         GM-NAO/Delphi was $52 million after-tax or $0.07 per share
         of $1-2/3 par value common stock.
     (4) $1-2/3 par value includes:    Twelve Months Ended
                                          December 31,
                                   ----------------------
                                        1996         1995
                                   ---------   ----------
           Earnings attributable to:
           Continuing operations       $4,589      $5,404
           Discontinued operations         (5)        105
           Cumulative effect of
             accounting change              -         (52)
                                      -------     -------
         Net earnings                  $4,584      $5,457
                                      =======     =======
           Earnings per share attributable to:
           Continuing operations        $6.07       $7.14
           Discontinued operations      (0.01)       0.14
           Cumulative effect of
             accounting change              -       (0.07)
                                      -------     -------
         Net earnings per share         $6.06       $7.21
                                      =======     =======

     (5) GMIO Includes:                Twelve Months Ended
                                           December 31,
                                       -------------------
                                         1996         1995
                                         ----         ----
                        GM Europe        $778         $796
                        Other GMIO       $754         $848
     (6) 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.
     (7) Work  stoppages in the United States and Canada  reduced  calendar-year
         earnings on an after-tax basis by approximately $1.2 billion,  or $1.56
         per share, after considering partial recovery of production losses from
         the work stoppages.

                                                                       continues

                               - 20 -

     HIGHLIGHTS - 12 Months Operating Information - Concluded

     (8) Plant closings  reserve  adjustments  in 1996  increased  calendar year
         earnings  by  $450  million  after  taxes,  or  $0.60  per  share.  The
         adjustments  included  $253 million  after  taxes,  or $0.34 per share,
         associated  with GM's decision to utilize its  Wilmington,  DE facility
         for the assembly of a new generation Saturn vehicle,  and $197 million,
         or $0.26 per share,  which primarily resulted from revised estimates of
         costs to be incurred in  connection  with plant  closings,  in light of
         changes  in  redeployment  and  other   assumptions,   including  those
         resulting from the 1996 settlements with the UAW and CAW.
     (9) Calendar  year 1996  results for  GM-NAO/Delphi  reflect a loss of $157
         million after taxes, or $0.21 per share, in connection with the sale of
         four Delphi component facilities,  located in Flint and Livonia, Mich.,
         and Oshawa and  Windsor,  Canada,  and GM-NAO's  Oshawa  die-management
         business.
     (10)The 1996  earnings  include a $72 million  after tax gain, or $0.07 per
         share, on the sale of 2.5% of DIRECTV to AT&T.
     (11)GM-NAO/Delphi's  1996 results also include a gain of $65 million  after
         taxes, or $0.09 per share, on the sale of GM's preferred-stock interest
         in Avis, Inc.
     (12)Retiree benefit  increases  associated with the new UAW labor agreement
         include   lump-sum   payments  that   resulted  in  a  charge   against
         GM-NAO/Delphi's  1996-  earnings of  approximately  $167 million  after
         taxes, or $0.22 per share.
     (13)The reversal of interest expense accruals related to certain prior year
         tax issues had a  favorable  impact on 1995  earnings  of $249  million
         after taxes, or $0.33 per share.
     (14)The sale of the net assets of NCRS during  1995 had a favorable  impact
         of $163 million after taxes, or $0.22 per share.
     (15)During  1995,  temporary  layoffs at certain  GM-NAO/Delphi  facilities
         resulted in costs  totaling  $114  million  after  taxes,  or $0.15 per
         share.
     (16)Certain  reserves  at  GM-NAO/Delphi  were  increased  in  1995 by $101
         million  after taxes,  or $0.13 per share,  to reflect the  significant
         decline in interest rates.
     (17)The  buyback  of Series B, D and G  preference  shares  resulted  in an
         unfavorable impact of $14 million after taxes, or $0.22 per share.
     (18)Amounts reported for 1995 have been restated to reflect the methodology
         used to calculate Retail Incentives for 1996.

                               - 21 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME

                                                          Years Ended
December 31,            
                                             1996          1995         1994 
                                             ----          ----         ---- 
                                                  (Dollars in Millions)

Net sales and revenues
Manufactured products                    $145,341      $143,666      $134,760
Financial services                         12,674        11,664         9,419
Other income                                6,054         4,942         4,320
                                         --------      --------      --------
    Total net sales and revenues          164,069       160,272       148,499
                                          -------       -------       -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below         123,922       121,300       113,585
Selling, general, and administrative
  expenses                                 14,580        12,550        11,319
Depreciation and amortization expenses     11,840        11,213         9,645
Interest expense                            5,695         5,182         5,392
Plant closings reserve adjustments           (727)            -             -
Other deductions                            2,083         1,678         1,460
                                         --------      --------      --------
    Total costs and expenses              157,393       151,923       141,401
                                          -------       -------       -------

Income from continuing operations before
  income taxes                              6,676         8,349         7,098
Income taxes                                1,723         2,316         2,232
                                         --------      --------      --------
Income from continuing operations before cumulative
  effect of accounting changes              4,953         6,033         4,866
Income from discontinued operations            10           900           793
Cumulative effect of accounting changes         -           (52)         (758)
                                       -----------   ----------      -------- 
    Net income                              4,963         6,881         4,901

Preference shares tender offer premium          -           153             -
Dividends on preference stocks                 81           211           321
                                       ----------    ----------    ----------
    Income on common stocks             $   4,882    $    6,517    $    4,580
                                         ========     =========     =========

                                    - 22 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF INCOME - Concluded

                                                   Years Ended December 31,   
                                               1996         1995        1994
                                               ----         ----        ----
                                                    (Dollars In Millions
                                                  Except Per Share Amounts)

Earnings attributable to common stocks
  $1-2/3 par value from continuing operations before
    cumulative effect of accounting changes  $4,589       $5,404      $4,296
  Income (loss) from discontinued operations     (5)         105         349
  Cumulative effect of accounting changes         -          (52)       (751)
                                            -------      -------     ------- 
  Net earnings attributable to $1-2/3 par 
     value                                   $4,584       $5,457      $3,894
                                              =====        =====       =====

  Income from discontinued operations attributable
    to Class E                                  $15         $795        $444
                                                 ==          ===         ===

  Class H before cumulative effect of 
     accounting change                         $283         $265        $249
  Cumulative effect of accounting change          -            -          (7)
                                             ------     --------       ----- 

  Net earnings attributable to Class H         $283         $265        $242
                                                ===          ===         ===
 
Average number of shares of common
  stocks outstanding (in millions)
    $1-2/3 par value                           756           750         741
    Class E                                    470           405         260
    Class H                                     98            96          92

Earnings per share attributable
to common stocks
  $1-2/3 par value from continuing operations before
    cumulative effect of accounting changes  $6.07          $7.14       $5.74
  Income (loss) from discontinued operations (0.01)          0.14        0.46
  Cumulative effect of accounting changes        -          (0.07)      (1.05)
                                             ------          ----        ---- 

  Net earnings attributable to $1-2/3 par 
     value                                    $6.06         $7.21       $5.15
                                               ====          ====        ====

  Income from discontinued operations attributable
    to Class E                                $0.04         $1.96       $1.71
                                               ====          ====        ====

  Class H before cumulative effect of 
     accounting change                        $2.88        $2.77        $2.70
  Cumulative effect of accounting change          -            -        (0.08)
                                             ------      -------        -----
  Net earnings attributable to Class H        $2.88        $2.77        $2.62
                                               ====         ====         ====

                                    - 23 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

                                                             December 31,      
                        ASSETS                             1996         1995
                                                           ----         ----
                                                         (Dollars in Millions)

Cash and cash equivalents                               $14,063       $10,495
Other marketable securities                               8,199         5,523
                                                       --------      --------
  Total cash and marketable securities                   22,262        16,018

Finance receivables - net                                57,550        59,806
Accounts and notes receivable (less allowances)           6,557         6,979
Inventories (less allowances)                            11,898        11,348
Net assets of discontinued operations                         -         5,055
Contracts in process (less advances and progress
  payments of $1,010 and $1,327)                          2,507         2,469
Deferred income taxes                                    19,510        19,720
Equipment on operating leases (less accumulated
  depreciation of $7,661 and $7,225)                     30,112        27,702
Property
  Real estate, plants and equipment                      69,770        67,415
  Less accumulated depreciation                         (41,298)      (41,017)
                                                        -------       ------- 
      Net real estate, plants and equipment              28,472        26,398
  Special tools - net                                     9,032         8,171
                                                       --------      --------
        Total property                                   37,504        34,569

Intangible assets - net                                  12,691        10,273
Other assets                                             21,551        19,724
                                                       --------      --------
    Total assets                                       $222,142      $213,663
                                                        =======       =======

                                    - 24 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEET - Concluded

                                                             December 31,     
               LIABILITIES AND STOCKHOLDERS' EQUITY       1996          1995
                                                          ----          ----
                                                        (Dollars in Millions
                                                     Except Per Share Amounts)

Liabilities
Accounts payable (principally trade)                   $14,221        $12,685
Notes and loans payable                                 85,300         81,222
Deferred income taxes                                    3,207          3,108
Postretirement benefits other than pensions             43,190         41,596
Pensions                                                                7,599
6,691
Other liabilities and deferred credits                  45,207         45,015
                                                      --------       --------
    Total liabilities                                  198,724        190,317

Stockholders' equity
Preference stocks                                            1              1
Common stocks
  $1-2/3 par value (issued, 756,619,625 and 
  753,008,273 shares)                                    1,261          1,255
  Class E (issued, 442,812,166 shares in 1995)               -             44
  Class H (issued, 100,075,000 and 97,152,014 shares)       10             10
Capital surplus (principally additional paid-in capital)19,189         18,871
Retained earnings                                        6,137          7,185
      Subtotal                                          26,598         27,366

Minimum pension liability adjustment                    (3,490)        (4,736)
Accumulated foreign currency translation adjustments      (113)           223
Net unrealized gains on investments in certain debt and
  equity securities                                        423            493
                                                    ----------     ----------
    Total stockholders' equity                          23,418         23,346
                                                      --------       --------

    Total liabilities and stockholders' equity        $222,142       $213,663

                                    - 25 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS

                                                   Years Ended December 31,    
                                                  1996      1995      1994
                                                     (Dollars in Millions)

Cash flows from operating activities
  Income from continuing operations before 
    cumulative effect of accounting changes  $4,953      $6,033      $4,866
  Adjustments to reconcile income from 
    continuing operations before cumulative 
    effect of accounting changes to net cash 
    provided by operating activities
      Depreciation and amortization expenses 11,840       11,213       9,645
      Provision for ongoing postretirement
      benefits other than pensions, net of 
      cash payments                           1,575        1,684       2,253
      Pension expense, net of cash 
        contributions                           801       (2,932)     (5,018)
      Plant closings reserve adjustments       (727)           -           -
      Pre-tax (gain) loss on sale of business 
        units                                   253          116         (18)
      Originations and purchases of mortgage 
        loans                               (19,455)     (12,086)    (10,136)
      Proceeds on sales of mortgage loans    18,157       11,613      10,719
      Provision for financing losses            669          449         177
      Change in other operating assets and liabilities
        Accounts receivable                    (178)        (331)     (1,991)
        Inventories                            (757)      (1,214)     (1,656)
        Accounts payable                      1,530          980       1,267
        Deferred taxes and income taxes payable(562)       1,892         968
        Other liabilities                       227           31       2,573
      Other                                     394         (899)     (2,523)
                                            -------     --------      ------ 
Net cash provided by operating activities    18,720       16,549      11,126
                                             ------       ------      ------

Cash flows from investing activities
  Expenditures for property                  (9,949)      (8,786)     (6,023)
  Special Inter-Company Payment from EDS        500            -           -
  Investments in other marketable securities
    - acquisitions                          (27,431)     (17,794)    (14,236)
  Investments in other marketable securities 
    - liquidations                           24,966       17,254      13,583
  Finance receivables - acquisitions       (155,477)    (163,033)   (156,580)
  Finance receivables - liquidations        120,253      134,265     136,151
  Proceeds from sales of finance receivables 36,657       25,389      20,248
  Operating leases - acquisitions           (18,494)     (15,125)    (14,938)
  Operating leases - liquidations            10,507        6,268       4,698
  Other                                         778         (495)        888
                                            -------     --------    --------
Net cash used in investing activities       (17,690)     (22,057)    (16,209)
                                             ------       ------      ------ 

Cash flows from financing activities
  Net increase in loans payable                 660        6,227       3,900
  Increase in long-term debt                 15,933       11,242      12,351
  Decrease in long-term debt                (12,810)      (9,580)    (14,111)
  Proceeds from the sale of minority 
     interest in DIRECTV(R)                     138            -           -
  Repurchases of common and preference stocks  (251)      (1,681)          -
  Proceeds from issuing common stocks           480          453       1,017
  Cash dividends paid to stockholders        (1,530)      (1,328)     (1,112)
                                            -------      -------     ------- 
Net cash provided by financing activities     2,620        5,333       2,045
                                            -------      -------     -------

Effect of exchange rate changes on cash
  and cash equivalents                         (185)         146         (14)
Net cash provided by (used in) continuing 
  operations                                  3,465          (29)     (3,052)
Net cash provided by (used in) discontinued 
  operations                                    103          193         (24)
                                            -------     --------    --------
Net increase (decrease) in cash and cash
   equivalents                                3,568          164      (3,076)
Cash and cash equivalents at beginning 
  of the year                                10,495       10,331      13,407

Cash and cash equivalents at end of the year$14,063      $10,495     $10,331
                                             ======       ======      ======

                                    - 26 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Results of Operations With Financing and Insurance Operations on an Equity
Basis

     To  facilitate   analysis,   the  following  financial  statements  present
financial data for the Corporation's manufacturing, wholesale marketing, defense
and  electronics   operations  with  the  financing  and  insurance   operations
(primarily GMAC) reflected on an equity basis. This is the same basis and format
used in years prior to the Corporation's  adoption of SFAS No. 94, Consolidation
of All Majority-Owned Subsidiaries.

Consolidated Statement of Income With Financing and Insurance Operations on
an Equity Basis

                                                 Years Ended December 31,  
                                               1996       1995        1994
                                               ----       ----        ----
(Dollars in Millions)
Net sales and revenues(1)                  $145,427    $143,754    $134,888
                                            -------     -------     -------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below         123,966     121,312     113,655
  Selling, general and administrative 
    expenses                                 11,827      10,195       9,385
  Depreciation and amortization expenses      7,145       6,787       6,343
  Plant closings reserve adjustments           (727)          -           -
                                            -------     -------     -------
    Total costs and expenses                142,211     138,294     129,383
                                            -------     -------     -------

Operating income                              3,216       5,460       5,505

Other income less income deductions           2,112       1,168       1,213
Interest expense                                859         344       1,265
                                            -------    --------     -------
Income from continuing operations before 
  income taxes                                4,469       6,284       5,453
Income taxes                                    885       1,563       1,719
                                            -------     -------     -------
Income from continuing operations before earnings
  of nonconsolidated affiliates and cumulative
  effect of accounting changes                3,584       4,721       3,734
Earnings of nonconsolidated affiliates        1,369       1,312       1,125
                                            -------     -------     -------
Income from continuing operations before
  cumulative effective of accounting changes  4,953       6,033       4,859
Income from discontinued operations              10         900         793
Cumulative effect of accounting changes (2)       -         (52)       (751)
                                           --------     -------     ------- 
  Net income                               $  4,963    $  6,881    $  4,901
                                            =======     =======     =======

  Net profit margin (3)                          3.4%        4.2%        3.6%

(1)  Includes sales to nonconsolidated affiliates of $954 million, $855
     million and $856 million in 1996, 1995 and 1994, respectively.
(2)  Effective January 1, 1995, GM adopted EITF Issue No. 95-1 and effective
     January 1, 1994, GM adopted SFAS No. 112.  Not included in 1994 is the
     unfavorable cumulative effect on GMAC earnings of $7 million of adopting
     SFAS No. 112 because the cumulative effect is included in earnings of
     nonconsolidated affiliates.
(3)  Net profit  margin  represents  income from  continuing  operations  before
     cumulative  effect  of  accounting  change  as a  percent  of net sales and
     revenues.

                                    - 27 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheet With Financing and Insurance Operations on an
Equity Basis

                                                          December 31,      
                                                          1996        1995
                     ASSETS                           (Dollars in Millions)

Cash and cash equivalents                               $13,320    $  9,047
Other marketable securities                               3,642       1,194
                                                        -------    --------
  Total cash and marketable securities                   16,962      10,241
Accounts and notes receivable (less allowances)
  Trade                                                   4,909       5,595
  Nonconsolidated affiliates                                927       2,103
Inventories (less allowances)                            11,898      11,348
Net assets of discontinued operations                         -       5,055
Contracts in process - net                                2,507       2,469
Net equipment on operating leases                         3,918       4,393
Deferred income taxes and other                           3,141       5,527
                                                        -------     -------
   Total current assets                                  44,262      46,731

Equity in net assets of nonconsolidated affiliates        9,855       9,983
Deferred income taxes                                    20,075      17,375
Other investments and miscellaneous assets               11,391      12,011
Property - net                                           37,156      34,438
Intangible assets - net                                  12,523      10,106
                                                        -------     -------
   Total assets                                        $135,262    $130,644
                                                        =======     =======

          LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                        $11,527    $ 10,624
Loans payable                                             1,214       2,187
Income taxes payable                                          -         101
Accrued liabilities and customer deposits                29,822      28,093
                                                         ------     -------
   Total current liabilities                             42,563      41,005

Long-term debt                                            5,192       4,114
Capitalized leases                                          198         166
Postretirement benefits other than pensions              40,578      39,001
Pensions                                                              5,966
5,594
Other liabilities and deferred income taxes              15,742      15,908
Deferred credits                                          1,605       1,510
Stockholders' equity                                     23,418      23,346
                                                         ------     -------
  Total liabilities and stockholders' equity           $135,262    $130,644
                                                        =======     =======

                                    - 28 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statement of Cash Flows With Financing and Insurance Operations on
an Equity Basis

                                                    Years Ended December 31,    
                                                 1996        1995      1994
                                                 ----        ----      ----
                                                     (Dollars in Millions)
Cash flows from operating activities
   Income from continuing operations before
    cumulative effect of accounting changes     $4,953      $6,033    $4,859
   Adjustments to reconcile income from continuing
    operations before cumulative effect of accounting
    changes to net cash provided by operating activities
      Depreciation and amortization expenses     7,145       6,787     6,343
      Provision for ongoing postretirement benefits
         other than pensions, net of cash 
         payments                                1,549       1,659     2,205
      Pension expense, net of cash contributions   801      (2,932)   (5,018)
      Plant closings reserve adjustments          (727)          -         -
      Pre-tax (gain) loss on sale of business 
         units                                     253         116       (18)
      Change in other operating assets and liabilities
          Accounts receivable                    1,196        (137)     (838)
          Inventories                             (757)     (1,214)   (1,656)
          Accounts payable                         898        (288)    1,267
          Deferred taxes and income taxes payable (303)      1,077       406
          Other liabilities                        460         576     1,662
      Other                                      1,447        (575)   (1,555)
                                               -------     -------     ----- 
Net cash provided by operating activities       16,915      11,102     7,657
                                                ------      ------    ------

Cash flows from investing activities
  Expenditures for property                     (9,606)     (8,653)   (5,890)
  Special Inter-Company Payment from EDS (Note 2)  500           -         -
  Investments in other marketable securities
    - acquisitions                             (14,340)     (5,581)   (2,511)
  Investments in other marketable securities 
    - liquidations                              11,891       5,496     1,914
  Operating leases - acquisitions               (4,090)     (1,090)   (1,851)
  Operating leases - liquidations                3,819         506     1,128
  Other                                            334         (71)      737
                                              --------     -------    ------
Net cash used in investing activities          (11,492)     (9,393)   (6,473)
                                                ------       -----     ----- 

Cash flows from financing activities
  Net (decrease) increase in loans payable        (971)      1,072      (528)
  Increase in long-term debt                     1,937         646       152
  Decrease in long-term debt                      (871)     (1,597)     (786)
  Proceeds from sale of minority interest in 
    DIRECTV                                        138           -         -
  Net increase (decrease) in payable to GMAC         -         311      (143)
Repurchases of common and preference stocks       (251)     (1,681)        -
  Proceeds from issuing common stocks              480         453     1,017
  Cash dividends paid to stockholders           (1,530)     (1,328)   (1,112)
                                                 -----       -----     ----- 
Net cash used in financing activities           (1,068)     (2,124)   (1,400)
                                                 -----       -----     ----- 

Effect of exchange rate changes on cash and 
   cash equivalents                               (185)        146       (16)
                                                 -----       -----     -----
   
Net cash provided by (used in) continuing 
   operations                                    4,170        (269)     (232)
Net cash provided by (used in) discontinued 
   operations                                      103         193       (24)
                                                ------      ------     -----
Net increase (decrease) in cash and 
   cash equivalents                              4,273         (76)     (256)
Cash and cash equivalents at beginning 
   of the year                                   9,047       9,123     9,379

Cash and cash equivalents at end of the year   $13,320      $9,047    $9,123
                                                ======       =====     =====

                                    - 29 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Results of Operations With Financing and Insurance Operations on an Equity
Basis

Consolidated Statement of Income With Financing and Insurance Operations on an
Equity Basis

                                                    Three Months Ended
                                                       December 31, 
         
                                                   1996         1995
                                                  (Dollars in Millions)
Net sales and revenues(1)                         $35,966     $36,891
                                                   ------      ------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below                31,088      31,651
  Selling, general and administrative expenses      3,574       2,921
  Depreciation and amortization expenses            1,710       1,736
  Plant closings reserve adjustment              (    318)          -
                                                   ------      ------
    Total costs and expenses                       36,054      36,308
                                                   ------      ------

Operating (loss) income                               (88)        583

Other income less income deductions                   523         444
Interest expense                                      195    (    240)
                                                  -------     ------- 
Income from continuing operations before income taxes 240       1,267
Income tax (benefit) expense                     (    262)         34
                                                  -------    --------
Income from continuing operations before earnings
  of nonconsolidated affiliates                       502       1,233
Earnings of nonconsolidated affiliates                284         364
                                                  -------     -------
Income from continuing operations                     786       1,597
Income from discontinued operations                     -         269
                                                  -------     -------
  Net income                                     $    786     $ 1,866
                                                  =======      ======

  Net profit margin (2)                               2.2%         4.3%

(1)  Includes sales to nonconsolidated affiliates of $216 million and $284
     million for the fourth quarter of 1996 and 1995, respectively.
(2)  Net profit margin represents income from continuing operations as a percent
     of net sales and revenues.

                                 * * * * * *

                                    - 30 -

                       HUGHES ELECTRONICS NEWS RELEASE

      January 27, 1997 -- Hughes Electronics Corporation (Hughes) today reported
record full year earnings, before the effects of purchase accounting adjustments
related to General Motors' (GM) 1985 acquisition of Hughes Aircraft Company,  of
$1,151.2 million,  or $2.88 per share of GM Class H common stock. Fourth quarter
earnings, on the same basis, were $280.9 million, or $0.70 per share.

      Revenues for 1996,  also a record for Hughes,  were $15,917.9  million,  a
7.8%  increase  over the $14,771.8  million  reported in 1995.  Revenues for the
fourth quarter were $4,296.1 million,  a 6.7% increase from the $4,028.1 million
reported in the same period in 1995.

      Operating profit  (excluding GM purchase  accounting  adjustments) in 1996
was $1,594.3  million,  a 4.4% decrease  from the  operating  profit of $1,667.3
million  reported in 1995.  The  operating  profit  margin on the same basis was
10.1% for the year compared with 11.3% in 1995.  Fourth quarter operating profit
(excluding  GM  purchase  accounting  adjustments)  decreased  11.7%  to  $369.4
million,  compared with $418.5 million  reported in last year's fourth  quarter.
The operating  profit  margin on the same basis was 8.6% for the fourth  quarter
compared with 10.5% in 1995.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive  Officer,  said
that  "the  record  1996  revenues  and  earnings   reflect   Hughes'   improved
competitiveness  and commitment to growth.  The 1996 revenue increase was fueled
by a 33% growth rate in Telecommunications  and Space segment revenues primarily
due to continued  DIRECTV(R)  subscriber  growth as well as  increased  sales of
commercial  satellites,  and  cellular  communications  and  DSS(R)  equipment."
Further,  he  stated  that  the  Aerospace  and  Defense  Systems  segment  also
contributed to the increase in 1996 revenues  primarily due to the December 1995
acquisition  of Hughes  Defense  Communications  (formerly  Magnavox  Electronic
Systems  Company)  and higher  information  systems and services  revenues.  Mr.
Armstrong  attributed the full year and fourth quarter  operating profit decline
principally  to lower GM production  volumes  related to the United Auto Workers
(UAW) and Canadian Auto Workers (CAW) strikes and continued price  reductions in
the Automotive Electronics segment.

      Earnings in 1996  increased  3.9% from the  $1,107.8  million  reported in
1995.  Earnings per share increased 4.0% to $2.88 per share from $2.77 per share
in 1995. The 1996 earnings included a $71.6 million after-tax gain recognized in
the first quarter from the sale of a 2.5% equity interest in DIRECTV to AT&T and
the impact from a decrease in the  effective  tax rate.  Earnings for the fourth
quarter of 1996 decreased  4.6% from the $294.4  million  reported in the fourth
quarter of 1995. Earnings per share decreased 5.4% to $0.70 per share from $0.74
per share in the fourth  quarter of 1995.  The  Automotive  Electronics  segment
accounted for the majority of the decline in fourth quarter  earnings  primarily
due to lower GM  production  volumes  related  to the UAW and CAW  strikes,  and
continued price  reductions  which more than offset the favorable  impact of the
lower effective tax rate.

      On January 16,  1997,  GM and Hughes  announced  a series of  transactions
designed to address  strategic  challenges and unlock  shareholder  value in the
three Hughes business segments.  The transactions  include the tax-free spin-off
of the Hughes  defense  business to holders of GM's $1-2/3 par value and Class H
common  stock,  followed by the tax-free  merger of that  business with Raytheon
Company.  At the same time, Delco Electronics will be transferred from Hughes to
GM's Delphi Automotive Systems unit. Finally, GM's Class H

                                    - 31 -

common  stock  will  be  recapitalized  into  a  tracking  stock  linked  to the
telecommunications  and space business of Hughes.  The  transactions,  which are
expected to be submitted to stockholders for approval in mid-1997, had no impact
on 1996 financial results.

          Segment Financial Review: Fourth Quarter and Calendar Year

                         TELECOMMUNICATIONS AND SPACE

      Revenues for the quarter were $1,224.8 million,  an increase of 30.9% over
revenues of $936.0  million  reported in the prior year's  fourth  quarter.  The
growth was principally due to continued DIRECTV  subscriber growth and increased
sales of cellular communications and DSS equipment,  commercial satellites,  and
Galaxy satellite  transponders.  DIRECTV  subscribers at December 1996 month-end
totaled 2.3 million.

      Operating  profit in the fourth quarter  increased  43.8% to $66.3 million
compared  with  $46.1  million  reported  in  the  same  period  in  1995.  This
improvement was primarily the result of reduced DIRECTV  operating losses in the
United States, reduced development costs related to the geostationary  satellite
mobile  telephony  product  line,  and  profits  on  higher  sales  of  cellular
communications equipment,  commercial satellites and Galaxy transponders.  These
increases  were  partially  offset by operating  losses  related to the start of
DIRECTV service in Latin America.  As a result,  fourth quarter operating profit
margin increased to 5.4% from 5.0% in 1995.

      Revenues in 1996 increased 33.1% to $4,114.9 million from $3,092.7 million
last year.  The  revenue  growth  reflects  continued  expansion  of the DIRECTV
subscriber  base  and  increased  sales  of  commercial   satellites,   cellular
communications and DSS equipment, and Galaxy transponders.

      For the full year,  operating profit was $259.8 million,  a 37.3% increase
over the $189.2 million  reported in 1995. The increase was  principally  due to
the  aforementioned  revenue  growth  and  reduced  mobile  telephony  satellite
development  costs offset,  in part, by operating losses related to the start of
DIRECTV service in Latin America. As a result, full year operating profit margin
increased to 6.5% from 6.2% in 1995.

                            AUTOMOTIVE ELECTRONICS

      Revenues for the quarter were $1,249.8  million,  a decrease of 11.2% from
revenues of $1,407.0  million for the same period in 1995. The reduced  revenues
reflect an 11.7%  decrease  in GM  vehicles  produced  in the United  States and
Canada  (excluding joint ventures)  primarily related to the UAW and CAW strikes
and a 1.3% decline in Hughes-supplied electronic content in these vehicles (from
$914 per vehicle to $902 per vehicle),  partially  offset by an 8.9% increase in
international and non-GM sales (from $248 million to $270 million).

      Operating profit in the fourth quarter was $92.0 million,  a 57.0% decline
from $213.9 million reported for the comparable  period in 1995. The decline was
primarily  due to reduced  production  volumes and  continued  price  reductions
resulting  from  competitive  pricing in  connection  with GM's global  sourcing
initiative.  As a  result,  fourth  quarter  operating  profit  margin  was 7.4%
compared with 15.4% last year.

                                    - 32 -

      For the full year,  revenues were $5,350.8  million,  a 3.8% decrease from
the $5,561.3  million  reported in 1995.  This decline was  principally due to a
6.4%  reduction  in GM  vehicles  produced  in  the  United  States  and  Canada
(excluding  joint  ventures)  primarily  related to the  aforementioned  strikes
offset,  in part, by a 2.0% increase in  Hughes-supplied  electronic  content in
these  vehicles (from $888 per vehicle to $906 per vehicle) and a 20.1% increase
in international and non-GM sales (from $841 million to $1,010 million).

      The 1996 operating  profit was $654.0 million compared with $869.0 million
in 1995, a decrease of 24.7%.  The decline was mostly due to reduced  production
volumes,  continued  price  reductions  resulting  from  competitive  pricing in
connection with GM's global sourcing  initiative,  and the impact from continued
investment in international  expansion.  As a result,  the 1996 operating profit
margin declined to 12.3% compared with last year's 15.9%.

                          AEROSPACE AND DEFENSE SYSTEMS

      Fourth quarter 1996 revenues were $1,790.4 million, an 11.1% increase over
revenues of $1,610.9 million reported in the same period in 1995. The growth was
primarily  due  to  additional   revenues   resulting  from  the  December  1995
acquisition of Hughes Defense  Communications and the build-up of newer programs
including Desktop V, Wide Area Augmentation System and Land Warrior.

            Operating  profit for the period  increased  8.4% to $208.3  million
compared  with $192.2  million  for the fourth  quarter of 1995.  The  operating
profit  margin in the period  declined to 11.6% from 12.1% in last year's fourth
quarter  primarily  due  to  a  continued  shift  from  production  programs  to
engineering  and  development  programs,  and growth in information  systems and
services revenues.

            Revenues for 1996 increased  6.6% to $6,338.4  million from $5,945.4
million  in 1995.  The  increase  reflects  the  Hughes  Defense  Communications
acquisition,  higher information systems and services revenues,  and build-up of
newer  programs  including  Desktop  V, Wide Area  Augmentation  System and Land
Warrior.  These  increases were partially  offset by lower  production  rates on
several missile programs including Stinger, Standard and Sparrow.

            Operating  profit in 1996 was $694.7  million,  a 1.0% increase from
the $688.0 million  reported in 1995.  The operating  profit margin for the year
declined to 11.0% from 11.7% in 1995  primarily  due to a  continued  shift from
production  programs to  engineering  and  development  programs,  and growth in
information systems and services revenues.

                                    - 33 -

CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                              Years Ended
                                         Fourth Quarter       December 31,
                                       ------------------  ------------------
                                         1996      1995      1996      1995
                                       ------------------  ------------------
Revenues
  Net sales
    Outside customers                  $3,100.6  $2,678.5 $10,661.5  $9,528.8
    General Motors and affiliates       1,187.2   1,292.2   5,082.6   5,185.5
  Other income - net                        8.3      57.4     173.8      57.5
                                        -------   -------  --------  --------
Total Revenues                          4,296.1   4,028.1  15,917.9  14,771.8
                                        -------   -------  --------  --------
Costs and Expenses
  Cost of sales and other operating charges,
    exclusive of items listed below     3,302.3   3,023.8  12,083.9  11,325.1
  Selling, general, and administrative
    expenses                              463.7     396.3   1,505.6   1,234.2
  Depreciation and amortization           152.4     132.1     560.3     487.7
  Amortization of GM purchase accounting
    adjustments related to Hughes
    Aircraft Company                       30.6      30.5     122.3     123.4
  Interest expense - net                   (0.5)      1.7      11.2       7.5
                                        -------   -------  --------  --------
      Total Costs and Expenses          3,948.5   3,584.4  14,283.3  13,177.9
                                        -------   -------  --------  --------
Income before Income Taxes                347.6     443.7   1,634.6   1,593.9
Income taxes                               97.3     179.8     605.7     645.6
                                        -------   -------   -------   -------
Net Income                                250.3     263.9   1,028.9     948.3
Adjustments to exclude the effect of
  GM purchase accounting adjustments
  related to Hughes Aircraft Company       30.6      30.5     122.3     159.5
                                        -------   -------   -------   -------
Earnings Used for Computation of Available
  Separate Consolidated Net Income       $280.9    $294.4  $1,151.2  $1,107.8
                                        =======   =======   =======  ========

Available Separate Consolidated
  Net Income                              $69.8     $71.1    $283.3    $264.6
                                        =======   =======   =======  ========

Net Earnings Attributable to General Motors
  Class H Common Stock on a Per Share
  Basis                                   $0.70     $0.74     $2.88     $2.77
                                           ====      ====      ====      ====

                                    - 34 -
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)

                                                   December 31,   December 31,
                                        ASSETS         1996           1995
                                                  ------------   ------------

Current Assets
  Cash and cash equivalents                          $1,161.3      $1,139.5
  Accounts and notes receivable
    Trade receivables                                 1,200.6       1,235.6
    General Motors and affiliates                       113.4         146.7
  Contracts in process                                2,507.1       2,469.2
  Inventories                                         1,528.5       1,225.5
  Prepaid expenses, including deferred income taxes     568.1         594.3
                                                     --------      --------
      Total Current Assets                            7,079.0       6,810.8
Property-Net                                          2,886.6       2,739.2
Telecommunications and Other Equipment-Net            1,133.5       1,175.1
Intangible Assets-Net                                 3,466.0       3,573.7
Investments and Other Assets, Including Deferred
  Income Taxes                                        1,915.0       1,675.6
                                                     --------      --------
Total Assets                                        $16,480.1     $15,974.4
                                                     ========      ========

                     LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
  Accounts payable
    Outside                                            $896.4        $748.7
    General Motors and affiliates                        27.5          52.2
  Advances on contracts                                 868.9         838.3
  Notes and loans payable                               248.1         432.5
  Income taxes payable                                  132.9         190.8
  Accrued liabilities                                 2,025.8       2,046.3
                                                     --------      --------
      Total Current Liabilities                       4,199.6       4,308.8
                                                     --------      --------
Long-Term Debt and Capitalized Leases                    34.5         258.8
                                                     --------      --------
Postretirement Benefits Other Than Pensions           1,658.9       1,610.6
                                                     --------      --------
Other Liabilities, Deferred Income Taxes,
  and Deferred Credits                                1,407.2       1,270.5
                                                     --------      --------
Total Stockholder's Equity                            9,179.9       8,525.7
                                                     --------      --------
Total Liabilities and Stockholder's Equity          $16,480.1     $15,974.4
                                                     ========      ========

Certain   amounts  for  1995  have  been   reclassified  to  conform  with  1996
classifications.

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).

                                    - 35 -
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)

                                                              Years Ended
                                                             December 31,
                                                           ------------------
                                                            1996        1995
                                                           ------------------

Cash Flows from Operating Activities
Net income                                                $1,028.9     $948.3
Adjustments to reconcile net income to
net cash provided by operating activities
  Depreciation and amortization                              560.3      487.7
  Amortization and adjustments of GM
    purchase accounting adjustments related
    to Hughes Aircraft Company                               122.3      159.5
  Pension expense, net of cash contributions                  (1.3)     (51.9)
  Provision for postretirement benefits
    other than pensions, net of cash payments                  40.1      43.5
  Net (gain) loss on sale of property                         (23.2)      6.1
  Net gain on sale of investments and businesses             (120.3)    (12.9)
  Change in deferred income taxes and other                   130.9    (150.1)
  Change in other operating assets and liabilities
      Accounts receivable                                     86.7     (147.3)
      Contracts in process                                   (34.1)    (186.2)
      Inventories                                           (302.8)    (160.1)
      Prepaid expenses                                       (30.3)      (3.0)
      Accounts payable                                       122.0      (92.0)
      Income taxes                                           (57.9)     160.4
      Accrued and other liabilities                          (13.9)     257.0
      Other                                                 (308.0)    (272.8)
                                                           -------    -------
    Net Cash Provided by Operating Activities              1,199.4      986.2
                                                           -------    -------
Cash Flows from Investing Activities
  Investment in companies, net of cash acquired              (28.7)    (309.5)
  Expenditures for property and special tools               (652.3)    (545.7)
  Increase in telecommunications and other equipment        (191.2)    (198.9)
  Proceeds from sale and leaseback of satellite transponders
    with General Motors Acceptance Corporation               252.0           -
  Proceeds from disposal of property                          96.2       50.6
  Proceeds from sale of investments and businesses               -      127.2
  Decrease (increase) in notes receivable                      1.6      (13.6)
                                                             -----      -----
    Net Cash Used in Investing Activities                   (522.4)    (889.9)
                                                             -----      -----
Cash Flows from Financing Activities
  Net decrease in notes and loans payable                   (393.2)     (80.9)
  Increase in long-term debt                                  13.5       28.0
  Decrease in long-term debt                                 (29.0)     (37.7)
  Proceeds from sale of minority interest in subsidiary      137.5           -
  Cash dividends paid to General Motors                     (384.0)    (368.0)
                                                             -----      -----
    Net Cash Used in Financing Activities                   (655.2)    (458.6)
                                                             -----      -----
Net increase (decrease) in cash and cash equivalents          21.8     (362.3)
Cash and cash equivalents at beginning of the year         1,139.5    1,501.8
                                                           -------    -------
Cash and cash equivalents at end of the year              $1,161.3   $1,139.5
                                                           =======    =======

                                    - 36 -
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                           Years Ended
                                      Fourth Quarter       December 31
                                    ------------------  -------------------
                                      1996      1995      1996       1995
                                    ------------------  -------------------

TELECOMMUNICATIONS AND SPACE
Revenues
  Amount                            $1,224.8    $936.0  $4,114.9   $3,092.7
  As a percentage of Hughes Revenues    28.5%     23.2%     25.9%      20.9%
Net Sales                           $1,227.0    $930.2   $3,992.2  $3,075.8
Operating Profit(1)                    $66.3     $46.1    $259.8     $189.2
Operating Profit Margin(2)               5.4%      5.0%      6.5%       6.2%
Depreciation and Amortization(3)       $53.0     $52.5    $194.8     $178.3
Capital Expenditures(4)               $104.9    $190.3    $449.8     $436.5

AUTOMOTIVE ELECTRONICS
Revenues
  Amount                            $1,249.8  $1,407.0  $5,350.8   $5,561.3
  As a percentage of Hughes Revenues    29.1%     34.9%     33.6%      37.6%
Net Sales                           $1,243.3  $1,389.1  $5,311.3   $5,479.7
Operating Profit(1)                    $92.0    $213.9    $654.0     $869.0
Operating Profit Margin(2)               7.4%     15.4%     12.3%      15.9%
Depreciation and Amortization          $48.4     $35.7    $195.9     $151.4
Capital Expenditures                   $40.1     $82.3    $196.0     $264.7

AEROSPACE AND DEFENSE SYSTEMS
Revenues
  Amount                            $1,790.4  $1,610.9  $6,338.4   $5,945.4
  As a percentage of Hughes Revenues    41.7%     40.0%     39.8%      40.2%
Net Sales                           $1,788.0  $1,586.2   $6,331.5  $5,899.7
Operating Profit(1)                   $208.3    $192.2    $694.7     $688.0
Operating Profit Margin(2)              11.6%     12.1%     11.0%      11.7%
Depreciation and Amortization(3)       $47.7     $36.2    $157.6     $132.0
Capital Expenditures                   $65.4     $36.1    $171.1     $109.8

CORPORATE AND OTHER
Operating Profit (Loss)(1)              $2.8    $(33.7)   $(14.2)    $(78.9)

*   The Consolidated Financial Statements reflect the application of purchase
    accounting adjustments related to GM's acquisition of Hughes Aircraft
    Company.  However, as provided in the General Motors 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 excludes the purchase accounting
    adjustments related to GM's acquisition of Hughes Aircraft Company, is
    presented.
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
(2) Operating Profit as a percentage of Net Sales.
(3) Excludes amortization arising from purchase accounting adjustments
    related to GM's  acquisition of Hughes  Aircraft  Company  amounting to $5.1
    million  in each of the  fourth  quarters  and $21.0  million in each of the
    years for the Telecommunications and Space segment and $25.3 million in each
    of the  fourth  quarters  and  $100.9  million  in each of the years for the
    Aerospace and Defense Systems segment.
(4) Includes  expenditures  related to  telecommunications  and other  equipment
    amounting to $45.3  million,  $127.0  million,  $187.9  million,  and $274.6
    million, respectively.

                                 * * * * * *

                                    - 37 -

                              GMAC NEWS RELEASE

      General Motors Acceptance Corporation (GMAC) -- reported 1996 consolidated
net income of $1,240  million,  up 20% from the $1,031  million  earned in 1995,
GMAC President John R. Rines  announced  today.  These earnings were the highest
since 1991.

      In 1996, net income from financing operations,  including results from the
GMAC Mortgage Group, totaled $1,048 million, up 21% from the $868 million earned
in 1995.  Earnings  benefited from a favorable funding mix,  continued growth in
retail leasing, and higher earnings from the mortgage operations.

      Motors Insurance Corporation (MIC), GMAC's insurance subsidiary, generated
net income of $192 million in 1996, up 18% from the $163 million earned in 1995.
The  increase  is  principally  due  to  improved  performance  from  commercial
dealership and extended warranty coverages and higher capital gains.

      Fourth  quarter 1996 results  totaled  $274  million,  up 4% from the $263
million  earned in the final quarter of 1995.  For the quarter,  net income from
financing  operations,  including  the mortgage  group's  results,  totaled $206
million, up from $201 million earned a year ago. MIC's net income for the fourth
quarter 1996 totaled $68 million, which is a record fourth-quarter return and up
from $62 million earned a year ago.

                                 * * * * * *

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)  Exhibits

      Exhibit 3(ii) By-Laws, reflecting amendments to Section 3.1, 3.2, and 3.5.

      Section                       Amendment
      -------                       ---------

      3.1
      Committees of the Board       Amended to revise the name of the
      of Directors                  "Finance Committee" to the "Investment 
                                    Funds Committee"

      3.2
      Election and Vacancies        Amended to revise the name of the
                                    "Finance Committee" to the "Investment 
                                    Funds Committee"

      3.5
      Investment Fund Committee     Amended to revise the name of the
      of Directors                  "Finance Committee" to the "Investment 
                                    Funds Committee"

                                    - 38 -

                                  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    February 3, 1997
        -----------------
                                       By
                                            s/Wallace W. Creek
                                            -------------------------------
                                            (Wallace W. Creek, Comptroller)

                                    - 39 -