L:\secfiles\8-k\1997\jan97.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 16, 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 -

<PAGE>
ITEM 5. OTHER EVENTS

            On January 16, 1997, General Motors Corporation issued a news 
      release on the subject of its Hughes Electronics Corporation 
      subsidiary.  The content of the news release was as follows:

            NEW YORK  --  General Motors unveiled a series of related 
transactions designed to address strategic challenges and unlock shareholder 
value in its defense electronics, automotive electronics, and 
telecommunications and space business sectors. GM Chairman, Chief Executive 
Officer and President John F. Smith, Jr. announced the following series of 
transactions:

            The tax-free spin-off of 100 percent of Hughes Aircraft Company 
to holders of GM's $1-2/3 par value and Class H common stocks, in a 
distribution ratio to be determined at a later date.  Hughes Aircraft is the 
defense electronics subsidiary of GM's Hughes Electronics Corp.  Hughes 
Aircraft will incur approximately $3.7 to $4.7 billion of new debt 
immediately before the spin-off; the proceeds will be used principally to 
fund the telecommunications and space business of Hughes Electronics, which 
will remain a part of GM.

            The tax-free merger of Hughes Aircraft Company with Raytheon 
Company immediately after the spin-off.  The spin-off and merger have an 
indicated total value of $9.5 billion to GM and its common stockholders at 
current stock prices.  That value consists of a combination of approximately 
$4.7 billion of total debt obligations of Hughes Aircraft at the time of the 
merger, and $4.8 billion of indicated value of Hughes Aircraft stock to be 
distributed to common stockholders (after giving effect to the merger and 
based on yesterday's closing price of Raytheon common stock on the New York 
Stock Exchange of $47.00 per share).  The common stock of Hughes Aircraft to 
be distributed in the spin-off to GM common stockholders would represent 
approximately 30 percent of the stock of the combined company.

            The transfer of Delco Electronics from Hughes Electronics to GM's 
Delphi Automotive Systems.  At the same time, the 25 percent derivative 
interest in the earnings of Delco Electronics currently held by Class H 
common stockholders will be allocated to holders of GM $1-2/3 common stock in 
connection with the recapitalization of GM Class H common stock (as described 
below).

            The recapitalization of GM's Class H common stock into a tracking 
stock linked solely to the telecommunications and space business of Hughes 
Electronics.  Currently, GM's Class H common stock tracks the performance of 
all three Hughes Electronics businesses, namely defense electronics, 
automotive electronics, and telecommunications.

            "These actions are further proof that General Motors is serious 
about returning value to General Motors stockholders," said Smith.  "We're 
also strategically realigning the company to strengthen our leadership 
position in a couple of key areas -- specifically, telecommunications and 
space, and automotive components."

            "Stockholders will receive direct and immediate value from the 
spin-off and merger of Hughes' defense operations," he continued.  "In 
addition, Hughes Electronics will be well positioned to take advantage of 
emerging opportunities in the telecommunications business, with additional 
capital available to implement its growth plans.  The new Class H common 
stock will give investors a more focused investment in this business."


                                    - 2 -

<PAGE>
            "Finally, we will create greater stockholder value in GM's 
automotive components business by integrating Delco Electronics' high-tech 
electronics capability with Delphi's proven automotive components and systems 
expertise," Smith explained.  "The integration of these competencies will 
allow us to create a new category of electronically enhanced vehicle systems 
with improved functionality, lower cost and higher quality, and we will be 
able to significantly accelerate the newly combined unit's ability to compete 
more aggressively in high-growth markets worldwide."

            Smith added that combining these units will facilitate the 
integration of Delco with certain parts of Delphi into a distinct business 
unit, giving GM the flexibility to consider some form of future partial 
public ownership of the resulting entity.  GM is evaluating its strategic 
alternatives in this regard.

SPIN-OFF/MERGER OF HUGHES AIRCRAFT COMPANY

            The spin-off of Hughes Aircraft paves the way for its immediate 
merger with Raytheon, pursuant to definitive agreements signed today.  The 
combined company will be renamed Raytheon Company, but is referred to here as 
Raytheon/Hughes Aircraft for clarity.  Following the merger, the Hughes 
Aircraft Company name will be the property of Hughes Electronics.

            GM and Hughes Electronics believe that the combination of these
two companies will create a strong competitor in an industry where significant
consolidation is occurring.  This industry consolidation is redefining the 
size and scope of sustainable and competitive defense operations.

            "GM had to respond to the rapidly changing landscape in the 
defense industry," said Smith.  "The spin-off of Hughes Aircraft and its 
merger with Raytheon optimize the value that all holders of GM common stock 
can realize from this valuable asset."

            The spin-off and merger have an indicated total value of $9.5 
billion to GM and its common stockholders at current stock prices.  That 
value consists of a combination of approximately $4.7 billion of total debt 
obligations of Hughes Aircraft at the time of the merger, and $4.8 billion of 
indicated value of Hughes Aircraft stock to be distributed to GM common 
stockholders (after giving effect to the merger and based on yesterday's 
closing price of Raytheon common stock on the New York Stock Exchange of 
$47.00 per share).

            In connection with the spin-off and merger, two classes of 
Raytheon/Hughes Aircraft common stock will be created:  Class A common stock, 
approximately 103 million shares of which will be held by GM $1-2/3 and Class 
H stockholders after the spin-off, and Class B common stock which will be 
exchanged for Raytheon common stock on a one-for-one share basis in the 
merger.

            The merger terms provide that Hughes Aircraft's total debt will 
be adjusted to reflect variations in the average market price of Raytheon 
stock, subject to specified limits, so that the two components of value will 
total $9.5 billion so long as such market price is in a range of between 
$44.42 and $54.29 per share.  Based on the mid-point of that range, the 
indicated value of the Hughes Aircraft stock to be distributed to GM 
stockholders would be $5.1 billion, and the corresponding amount of Hughes 
Aircraft's total debt would be $4.4 billion.


                                    - 3 -

            In the election of directors to the Raytheon/Hughes Aircraft 
board, Class A common stock will have an 80.1 percent voting interest and 
Class B common stock will have a 19.9 percent voting interest.  Each class 
will vote separately as to all other matters.  Except as to voting rights, 
the Class A and Class B stock will have identical rights.

            The voting difference between the classes reflects a transaction 
structure that GM believes will allow the spin-off and merger to be tax-free 
to GM and its stockholders.  GM will seek rulings from the U.S. Internal 
Revenue Service regarding the tax-free nature of the spin-off.  The merger 
transaction is also intended to be tax-free to both GM and Raytheon and their 
stockholders.

            Currently, holders of GM Class H have approximately a 25 percent 
derivative interest in the earnings of Hughes Electronics; holders of GM 
$1-2/3 common stock have an approximately 75 percent derivative interest.  In 
the spin-off, holders of GM $1-2/3 and GM Class H common stocks would 
collectively receive direct ownership of 100 percent of the Class A common 
stock.

            Holders of GM Class H common stock would receive a distribution 
of Class A common stock having a value commensurate with their current 25 
percent derivative interest in the earnings of Hughes Aircraft, plus an 
additional amount of this stock to reflect, among other things, the 
elimination of their 25 percent derivative interest in the earnings of Delco 
Electronics.

            Similarly, the amount of Class A common stock to be distributed 
to GM's $1-2/3 common stockholders would be less than their current 75 
percent interest in order to reflect the net effect of their increased 
interest in the earnings of Delco Electronics and other elements of the 
transactions.

            The allocation of Hughes Aircraft common stock between the 
holders of GM's $1-2/3 and Class H common stocks in the spin-off (the 
"distribution ratio") will be determined by the GM Board shortly before 
soliciting approval of the transactions from GM $1-2/3 and Class H common 
stockholders. GM expects to solicit stockholder approval in mid-1997, after 
certain other conditions are satisfied.  

            The terms of the entire series of transactions were reviewed by 
the Capital Stock Committee of the GM Board of Directors, which recommended 
the transactions to the Board.  The GM Board has reviewed and approved the 
transactions, subject to the determination of a distribution ratio.

            The spin-off of Hughes Aircraft will be recorded by GM for 
accounting purposes at fair value and will result in a one-time, nonrecurring 
gain.  The amount of this gain depends on several variables, but is expected 
to be between $3.9 billion and $4.5 billion.  As a result of these 
transactions, there would be a reduction in GM's stockholders' equity of 
between $0.6 billion to $1.6 billion.

DELCO ELECTRONICS AND DELPHI AUTOMOTIVE SYSTEMS

            The integration of Delphi Automotive Systems and Delco 
Electronics would create an industry-leading supplier with an unparalleled 
portfolio of electronically enhanced vehicle systems.  The value of combining 
high-tech electronics capability with proven components and systems expertise 
is evidenced by current Delphi products using Delco Electronics controller 
and electronics architecture.



                                    - 4 -

            For example, Traxxar, a vehicle stability enhancement system, 
uses the power of high-tech electronics to extend the functionality of 
Delphi's vehicle systems, helping the driver retain control of the vehicle in 
the most challenging situations.  This improved functionality is realized 
because electronic controls of formerly independent steering, braking and 
suspension systems are fully integrated into a single system that acts and 
reacts based on driver input and road conditions.

            The design of this and other fully integrated vehicle systems 
that will provide improved quality can be realized more efficiently by 
combining the competencies of Delphi and Delco Electronics.  In addition, the 
cost structure of the combined units would be significantly improved by 
reducing duplication of resources.  The combined unit would also be able to 
provide improved customer service by sharing commercial accounts, customer 
contacts, and a global customer support network.

            The performance of Delco Electronics, as part of Delphi, would be 
linked directly to the GM $1-2/3 stock rather than GM Class H common stock.  
Accordingly, holders of GM $1-2/3 common stock would increase their dividend 
interest in the earnings of Delco from 75 percent to 100 percent.  Holders of 
GM Class H common stock would no longer have a dividend interest in the 
earnings of Delco Electronics.

            The newly combined Delphi/Delco Electronics intends to realign 
its product, technical and manufacturing operations to address strategic 
objectives for growth and competitiveness.

HUGHES ELECTRONICS

            GM will continue to own 100 percent of Hughes Electronics Corp., 
which would hold and operate its existing telecommunications and space 
business.

            "By participating in the rapidly growing telecommunications 
business through our ownership of Hughes Electronics, GM will retain the 
long-term financial benefits associated with this rapidly growing business 
segment," said Smith.  "Hughes Electronics will be positioned to take 
advantage of growth opportunities in the telecommunications and space 
marketplace with the funding that would be provided to it in the 
transactions."

            GM's Class H common stock would be recapitalized to reflect the 
changes in the businesses which are tracked by that stock.  The new GM Class 
H common stock would represent a 25 percent tracking stock interest in the 
earnings of Hughes Electronics' telecommunications and space business, and 
would not track the earnings of either the defense electronics or automotive 
electronics businesses.  The terms of the new Class H stock, including the 
applicable dividend policy, will be determined and announced before the 
transactions are submitted to the GM common stockholders for their approval.  
Holders of GM $1-2/3 common stock would retain a 75 percent derivative 
interest in the earnings of Hughes Electronics.

            "These actions provide Hughes Electronics with the opportunity to 
focus its management and financial resources on the business of 
telecommunications," said C. Michael Armstrong, chairman and chief executive 
officer of Hughes Electronics.  "There are excellent growth and investment 
opportunities for Hughes Electronics as a telecommunications company, and the 
new Class H stock will provide a more focused investment in this business."

                                    - 5 -

            Hughes Electronics currently has a worldwide workforce of about 
85,000 employees.  Preliminary consolidated revenues for 1996 for all of 
Hughes Electronics current businesses are $15.9 billion, which includes $6.3 
billion for the Aerospace and Defense Systems segment; $5.4 billion for the 
Automotive Electronics segment; and $100 million for corporate and other.  
Revenues in the Telecommunications and Space segment grew more than 30 
percent in 1996 to $4.1 billion.

            After the proposed transactions, Hughes Electronics will have 
about 15,000 employees, primarily in the telecommunications and space 
businesses, which include its global DIRECTV(R) business, Hughes Space and 
Communications, Inc., Hughes Network Systems, Inc., and Hughes 
Communications, Inc. (which has agreed to acquire 71.5 percent of PanAmSat 
Corp.).  Hughes Electronics will also retain its in-flight entertainment 
systems business, Hughes-Avicom International, Inc.  Hughes Electronics and 
Raytheon/Hughes Aircraft will jointly own and operate the Hughes Research 
Laboratories after the transactions are consummated.

PRINCIPAL CONDITIONS TO THE TRANSACTIONS

            The proposed transactions are subject to a determination by GM's 
Board of Directors of a distribution ratio for the allocation of Class A 
common stock between the holders of GM's $1-2/3 and Class H common 
stockholders, and approval by both classes of GM common stockholders.  In 
addition, the merger of Hughes Aircraft with Raytheon, which is contingent 
upon the spin-off of Hughes Aircraft, is subject to approval by the 
stockholders of Raytheon.

            The proposed transactions also are subject to a variety of 
regulatory approvals and actions, including anti-trust clearance and the 
receipt of rulings by the Internal Revenue Service that the spin-off of 
Hughes Aircraft would be tax-free to GM and its stockholders. 

            The GM Board of Directors has determined that it would not 
propose any transaction that would result in a recapitalization of the Class 
H common stock into GM $1-2/3 common stock at a 120 percent exchange rate as 
provided for under certain circumstances in the GM Certificate of 
Incorporation.  The proposed transactions do not provide for the 
recapitalization of Class H stock into GM $1-2/3 common stock.

            Statements made concerning the transactions, the possibility of 
their consummation, and their intended effects constitute forward-looking 
information.  The transactions and actions described herein are subject to 
numerous conditions and uncertainties.  Accordingly, there can be no 
assurance that such transactions and related actions would be consummated, or 
if consummated, accomplish the strategic objectives of Hughes Electronics or 
General Motors.












                                    - 6 -

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

      (c)   Exhibits

      Exhibit 2(a) Agreement and Plan of Merger by and between HE Holdings, 
      Inc. and Raytheon Company dated as of January 16, 1997.

      Exhibit 2(b) Implementation Agreement by and between General Motors 
      Corporation and Raytheon Company dated as of January 16, 1997.

      Exhibit 2(c) Form of Agreement and Plan of Merger by and between 
      General Motors Corporation and ______________ Corporation (included as
      Exhibit A to the Implementation Agreement attached as Exhibit 2(b) to 
      this Current Report on Form 8-K).

      Exhibit 2(d) List of Omitted Schedules and Other Attachments*

      *The registrant hereby undertakes to furnish supplementally a copy of 
       any omitted schedule or other attachment to the Securities and
       Exchange Commission upon request. 
       



                                  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    January 23, 1997
        -----------------
                                            By
                                            s/Wallace W. Creek
                                            -------------------------------
                                            (Wallace W. Creek, Comptroller)
































                                    - 7 -
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L:\secfiles\8-k\1997\jan97.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 16, 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

            On January 16, 1997, General Motors Corporation issued a news 
      release on the subject of its Hughes Electronics Corporation 
      subsidiary.  The content of the news release was as follows:

            NEW YORK  --  General Motors unveiled a series of related 
transactions designed to address strategic challenges and unlock shareholder 
value in its defense electronics, automotive electronics, and 
telecommunications and space business sectors. GM Chairman, Chief Executive 
Officer and President John F. Smith, Jr. announced the following series of 
transactions:

            The tax-free spin-off of 100 percent of Hughes Aircraft Company 
to holders of GM's $1-2/3 par value and Class H common stocks, in a 
distribution ratio to be determined at a later date.  Hughes Aircraft is the 
defense electronics subsidiary of GM's Hughes Electronics Corp.  Hughes 
Aircraft will incur approximately $3.7 to $4.7 billion of new debt 
immediately before the spin-off; the proceeds will be used principally to 
fund the telecommunications and space business of Hughes Electronics, which 
will remain a part of GM.

            The tax-free merger of Hughes Aircraft Company with Raytheon 
Company immediately after the spin-off.  The spin-off and merger have an 
indicated total value of $9.5 billion to GM and its common stockholders at 
current stock prices.  That value consists of a combination of approximately 
$4.7 billion of total debt obligations of Hughes Aircraft at the time of the 
merger, and $4.8 billion of indicated value of Hughes Aircraft stock to be 
distributed to common stockholders (after giving effect to the merger and 
based on yesterday's closing price of Raytheon common stock on the New York 
Stock Exchange of $47.00 per share).  The common stock of Hughes Aircraft to 
be distributed in the spin-off to GM common stockholders would represent 
approximately 30 percent of the stock of the combined company.

            The transfer of Delco Electronics from Hughes Electronics to GM's 
Delphi Automotive Systems.  At the same time, the 25 percent derivative 
interest in the earnings of Delco Electronics currently held by Class H 
common stockholders will be allocated to holders of GM $1-2/3 common stock in 
connection with the recapitalization of GM Class H common stock (as described 
below).

            The recapitalization of GM's Class H common stock into a tracking 
stock linked solely to the telecommunications and space business of Hughes 
Electronics.  Currently, GM's Class H common stock tracks the performance of 
all three Hughes Electronics businesses, namely defense electronics, 
automotive electronics, and telecommunications.

            "These actions are further proof that General Motors is serious 
about returning value to General Motors stockholders," said Smith.  "We're 
also strategically realigning the company to strengthen our leadership 
position in a couple of key areas -- specifically, telecommunications and 
space, and automotive components."

            "Stockholders will receive direct and immediate value from the 
spin-off and merger of Hughes' defense operations," he continued.  "In 
addition, Hughes Electronics will be well positioned to take advantage of 
emerging opportunities in the telecommunications business, with additional 
capital available to implement its growth plans.  The new Class H common 
stock will give investors a more focused investment in this business."

                                    - 2 -
"Finally, we will create greater stockholder value in GM's 
automotive components business by integrating Delco Electronics' high-tech 
electronics capability with Delphi's proven automotive components and systems 
expertise," Smith explained.  "The integration of these competencies will 
allow us to create a new category of electronically enhanced vehicle systems 
with improved functionality, lower cost and higher quality, and we will be 
able to significantly accelerate the newly combined unit's ability to compete 
more aggressively in high-growth markets worldwide."

            Smith added that combining these units will facilitate the 
integration of Delco with certain parts of Delphi into a distinct business 
unit, giving GM the flexibility to consider some form of future partial 
public ownership of the resulting entity.  GM is evaluating its strategic 
alternatives in this regard.

SPIN-OFF/MERGER OF HUGHES AIRCRAFT COMPANY

            The spin-off of Hughes Aircraft paves the way for its immediate 
merger with Raytheon, pursuant to definitive agreements signed today.  The 
combined company will be renamed Raytheon Company, but is referred to here as 
Raytheon/Hughes Aircraft for clarity.  Following the merger, the Hughes 
Aircraft Company name will be the property of Hughes Electronics.

            GM and Hughes Electronics believe that the combination of these
two companies will create a strong competitor in an industry where significant
consolidation is occurring.  This industry consolidation is redefining the 
size and scope of sustainable and competitive defense operations.

            "GM had to respond to the rapidly changing landscape in the 
defense industry," said Smith.  "The spin-off of Hughes Aircraft and its 
merger with Raytheon optimize the value that all holders of GM common stock 
can realize from this valuable asset."

            The spin-off and merger have an indicated total value of $9.5 
billion to GM and its common stockholders at current stock prices.  That 
value consists of a combination of approximately $4.7 billion of total debt 
obligations of Hughes Aircraft at the time of the merger, and $4.8 billion of 
indicated value of Hughes Aircraft stock to be distributed to GM common 
stockholders (after giving effect to the merger and based on yesterday's 
closing price of Raytheon common stock on the New York Stock Exchange of 
$47.00 per share).

            In connection with the spin-off and merger, two classes of 
Raytheon/Hughes Aircraft common stock will be created:  Class A common stock, 
approximately 103 million shares of which will be held by GM $1-2/3 and Class 
H stockholders after the spin-off, and Class B common stock which will be 
exchanged for Raytheon common stock on a one-for-one share basis in the 
merger.

            The merger terms provide that Hughes Aircraft's total debt will 
be adjusted to reflect variations in the average market price of Raytheon 
stock, subject to specified limits, so that the two components of value will 
total $9.5 billion so long as such market price is in a range of between 
$44.42 and $54.29 per share.  Based on the mid-point of that range, the 
indicated value of the Hughes Aircraft stock to be distributed to GM 
stockholders would be $5.1 billion, and the corresponding amount of Hughes 
Aircraft's total debt would be $4.4 billion.

                                    - 3 -

            In the election of directors to the Raytheon/Hughes Aircraft 
board, Class A common stock will have an 80.1 percent voting interest and 
Class B common stock will have a 19.9 percent voting interest.  Each class 
will vote separately as to all other matters.  Except as to voting rights, 
the Class A and Class B stock will have identical rights.

            The voting difference between the classes reflects a transaction 
structure that GM believes will allow the spin-off and merger to be tax-free 
to GM and its stockholders.  GM will seek rulings from the U.S. Internal 
Revenue Service regarding the tax-free nature of the spin-off.  The merger 
transaction is also intended to be tax-free to both GM and Raytheon and their 
stockholders.

            Currently, holders of GM Class H have approximately a 25 percent 
derivative interest in the earnings of Hughes Electronics; holders of GM 
$1-2/3 common stock have an approximately 75 percent derivative interest.  In 
the spin-off, holders of GM $1-2/3 and GM Class H common stocks would 
collectively receive direct ownership of 100 percent of the Class A common 
stock.

            Holders of GM Class H common stock would receive a distribution 
of Class A common stock having a value commensurate with their current 25 
percent derivative interest in the earnings of Hughes Aircraft, plus an 
additional amount of this stock to reflect, among other things, the 
elimination of their 25 percent derivative interest in the earnings of Delco 
Electronics.

            Similarly, the amount of Class A common stock to be distributed 
to GM's $1-2/3 common stockholders would be less than their current 75 
percent interest in order to reflect the net effect of their increased 
interest in the earnings of Delco Electronics and other elements of the 
transactions.

            The allocation of Hughes Aircraft common stock between the 
holders of GM's $1-2/3 and Class H common stocks in the spin-off (the 
"distribution ratio") will be determined by the GM Board shortly before 
soliciting approval of the transactions from GM $1-2/3 and Class H common 
stockholders. GM expects to solicit stockholder approval in mid-1997, after 
certain other conditions are satisfied.  

            The terms of the entire series of transactions were reviewed by 
the Capital Stock Committee of the GM Board of Directors, which recommended 
the transactions to the Board.  The GM Board has reviewed and approved the 
transactions, subject to the determination of a distribution ratio.

            The spin-off of Hughes Aircraft will be recorded by GM for 
accounting purposes at fair value and will result in a one-time, nonrecurring 
gain.  The amount of this gain depends on several variables, but is expected 
to be between $3.9 billion and $4.5 billion.  As a result of these 
transactions, there would be a reduction in GM's stockholders' equity of 
between $0.6 billion to $1.6 billion.

DELCO ELECTRONICS AND DELPHI AUTOMOTIVE SYSTEMS

            The integration of Delphi Automotive Systems and Delco 
Electronics would create an industry-leading supplier with an unparalleled 
portfolio of electronically enhanced vehicle systems.  The value of combining 
high-tech electronics capability with proven components and systems expertise 
is evidenced by current Delphi products using Delco Electronics controller 
and electronics architecture.

                                    - 4 -

            For example, Traxxar, a vehicle stability enhancement system, 
uses the power of high-tech electronics to extend the functionality of 
Delphi's vehicle systems, helping the driver retain control of the vehicle in 
the most challenging situations.  This improved functionality is realized 
because electronic controls of formerly independent steering, braking and 
suspension systems are fully integrated into a single system that acts and 
reacts based on driver input and road conditions.

            The design of this and other fully integrated vehicle systems 
that will provide improved quality can be realized more efficiently by 
combining the competencies of Delphi and Delco Electronics.  In addition, the 
cost structure of the combined units would be significantly improved by 
reducing duplication of resources.  The combined unit would also be able to 
provide improved customer service by sharing commercial accounts, customer 
contacts, and a global customer support network.

            The performance of Delco Electronics, as part of Delphi, would be 
linked directly to the GM $1-2/3 stock rather than GM Class H common stock.  
Accordingly, holders of GM $1-2/3 common stock would increase their dividend 
interest in the earnings of Delco from 75 percent to 100 percent.  Holders of 
GM Class H common stock would no longer have a dividend interest in the 
earnings of Delco Electronics.

            The newly combined Delphi/Delco Electronics intends to realign 
its product, technical and manufacturing operations to address strategic 
objectives for growth and competitiveness.

HUGHES ELECTRONICS

            GM will continue to own 100 percent of Hughes Electronics Corp., 
which would hold and operate its existing telecommunications and space 
business.

            "By participating in the rapidly growing telecommunications 
business through our ownership of Hughes Electronics, GM will retain the 
long-term financial benefits associated with this rapidly growing business 
segment," said Smith.  "Hughes Electronics will be positioned to take 
advantage of growth opportunities in the telecommunications and space 
marketplace with the funding that would be provided to it in the 
transactions."

            GM's Class H common stock would be recapitalized to reflect the 
changes in the businesses which are tracked by that stock.  The new GM Class 
H common stock would represent a 25 percent tracking stock interest in the 
earnings of Hughes Electronics' telecommunications and space business, and 
would not track the earnings of either the defense electronics or automotive 
electronics businesses.  The terms of the new Class H stock, including the 
applicable dividend policy, will be determined and announced before the 
transactions are submitted to the GM common stockholders for their approval.  
Holders of GM $1-2/3 common stock would retain a 75 percent derivative 
interest in the earnings of Hughes Electronics.

            "These actions provide Hughes Electronics with the opportunity to 
focus its management and financial resources on the business of 
telecommunications," said C. Michael Armstrong, chairman and chief executive 
officer of Hughes Electronics.  "There are excellent growth and investment 
opportunities for Hughes Electronics as a telecommunications company, and the 
new Class H stock will provide a more focused investment in this business."

                                    - 5 -

            Hughes Electronics currently has a worldwide workforce of about 
85,000 employees.  Preliminary consolidated revenues for 1996 for all of 
Hughes Electronics current businesses are $15.9 billion, which includes $6.3 
billion for the Aerospace and Defense Systems segment; $5.4 billion for the 
Automotive Electronics segment; and $100 million for corporate and other.  
Revenues in the Telecommunications and Space segment grew more than 30 
percent in 1996 to $4.1 billion.

            After the proposed transactions, Hughes Electronics will have 
about 15,000 employees, primarily in the telecommunications and space 
businesses, which include its global DIRECTV(R) business, Hughes Space and 
Communications, Inc., Hughes Network Systems, Inc., and Hughes 
Communications, Inc. (which has agreed to acquire 71.5 percent of PanAmSat 
Corp.).  Hughes Electronics will also retain its in-flight entertainment 
systems business, Hughes-Avicom International, Inc.  Hughes Electronics and 
Raytheon/Hughes Aircraft will jointly own and operate the Hughes Research 
Laboratories after the transactions are consummated.

PRINCIPAL CONDITIONS TO THE TRANSACTIONS

            The proposed transactions are subject to a determination by GM's 
Board of Directors of a distribution ratio for the allocation of Class A 
common stock between the holders of GM's $1-2/3 and Class H common 
stockholders, and approval by both classes of GM common stockholders.  In 
addition, the merger of Hughes Aircraft with Raytheon, which is contingent 
upon the spin-off of Hughes Aircraft, is subject to approval by the 
stockholders of Raytheon.

            The proposed transactions also are subject to a variety of 
regulatory approvals and actions, including anti-trust clearance and the 
receipt of rulings by the Internal Revenue Service that the spin-off of 
Hughes Aircraft would be tax-free to GM and its stockholders. 

            The GM Board of Directors has determined that it would not 
propose any transaction that would result in a recapitalization of the Class 
H common stock into GM $1-2/3 common stock at a 120 percent exchange rate as 
provided for under certain circumstances in the GM Certificate of 
Incorporation.  The proposed transactions do not provide for the 
recapitalization of Class H stock into GM $1-2/3 common stock.

            Statements made concerning the transactions, the possibility of 
their consummation, and their intended effects constitute forward-looking 
information.  The transactions and actions described herein are subject to 
numerous conditions and uncertainties.  Accordingly, there can be no 
assurance that such transactions and related actions would be consummated, or 
if consummated, accomplish the strategic objectives of Hughes Electronics or 
General Motors.

                                    - 6 -

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

      (c)   Exhibits

      Exhibit 2(a) Agreement and Plan of Merger by and between HE Holdings, 
      Inc. and Raytheon Company dated as of January 16, 1997.

      Exhibit 2(b) Implementation Agreement by and between General Motors 
      Corporation and Raytheon Company dated as of January 16, 1997.

      Exhibit 2(c) Form of Agreement and Plan of Merger by and between 
      General Motors Corporation and ______________ Corporation (included as
      Exhibit A to the Implementation Agreement attached as Exhibit 2(b) to 
      this Current Report on Form 8-K).

      Exhibit 2(d) List of Omitted Schedules and Other Attachments*

      *The registrant hereby undertakes to furnish supplementally a copy of 
       any omitted schedule or other attachment to the Securities and
       Exchange Commission upon request. 
       

                                  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    January 23, 1997
        -----------------
                                            By
                                            s/Wallace W. Creek
                                            -------------------------------
                                            (Wallace W. Creek, Comptroller)

                                    - 7 -