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) June 6, 2000
                                  ----------------




                           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.)




300 Renaissance Center, Detroit, Michigan                    48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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




















                                      - 1 -

ITEM 5. OTHER EVENTS

      On July 18,  2000,  a news  release  was  issued on the  subject of second
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q.  Following is
the  second  quarter  earnings  release  for GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated July 17, 2000.

 GM REPORTS RECORD SECOND-QUARTER REVENUE, NET INCOME AND EARNINGS PER SHARE

     DETROIT  --  General  Motors  Corp.  (NYSE:  GM)  today  reported  all-time
second-quarter-record  revenue, net income and earnings per share for the second
quarter of 2000.  Net income during the period  totaled $1.8  billion,  or $2.93
diluted  earnings per share of GM $1-2/3 par value common  stock,  driven by the
continued strong performance of GM's automotive and financial-services  sectors.
That compares with net income of $1.7 billion, or $2.66 per share, in the second
quarter of 1999, the previous second-quarter record. Following are key data from
the second quarter (see Highlights for details):

     - Net sales and revenues totaled $48.7 billion.
     - Net income totaled $1.8 billion.
     - GM's global automotive operations net income totaled $1.5 billion.
     - General Motors Acceptance Corp. (GMAC) net income totaled
       $395 million.

     "We  maintained  our momentum and  achieved  record-setting  second-quarter
results  due to the  continued  strong  performance  of  our  global  automotive
operations and GMAC," said GM Chairman John F. Smith, Jr.

     "Overall  corporate  revenue increased 8.2 percent in the second quarter of
2000,  compared  with  the same  period a year  ago,  reflecting  the  continued
implementation of our global growth strategy," Smith said.

     Cash,  marketable  securities,  and  assets  of  the  Voluntary  Employees'
Beneficiary   Association  (VEBA)  trust  invested  in  short-term  fixed-income
securities  totaled $13.3 billion at June 30, 2000, a level  consistent with the
$13.4 billion reported at March 31, 2000.  Strong operating cash flow during the
quarter allowed the corporation to fund capital expenditures,  dividends, and an
equity stake in Fuji Heavy Industries of Japan, while still maintaining a strong
cash reserve.

     GM's net margin was 3.6  percent  in the second  quarter of 2000,  compared
with  a  net  margin  of  3.8  percent  in  the  second  quarter  of  1999.  The
corporation's  four-quarter  rolling-average  return on net  assets  (RONA)  for
continuing operations,  excluding Hughes, was 13.1 percent for the period ending
June 30,  2000,  compared  with 11.2 percent in the  corresponding  year-earlier
four-quarter period.

     "We're  working as one company to maximize the strengths of our  automotive
operations,  which are  unmatched  in global  presence,  and our GMAC and Hughes
businesses,"  said G. Richard  Wagoner,  Jr., GM president  and chief  executive
officer. "We have a unique opportunity to leverage our massive customer base and
better serve customer needs throughout the world."







                                      - 2 -

     Following is a summary of income from GM's business  segments in the second
quarter of 2000,  compared  with the  prior-year  period (see  "Highlights"  for
additional information):

                  Second Quarter Income (Loss)    ($ in Millions)

                                             Second Quarter
                                            2000        1999
                                            ----        ----
          GM North America                $1,411      $1,483
          GM Europe                         $166        $187
          GM Latin America/Africa/Mid-East   $10        $(38)
          GM Asia Pacific                  $(123)       $(81)
                                           ------       -----

          Total Automotive                $1,464      $1,551

          GMAC                              $395        $391
          Hughes                            $(64)       $(92)
          Other                             $(44)      $(116)
                                            -----      ------

          Total Income from
            Continuing Operations         $1,751      $1,734

     "The key North  American and European  markets  remained very strong during
the second  quarter,  and our  automotive  operations in those regions  remained
solidly profitable. In addition, our Latin America/Africa/Mid East region posted
a significant profit turnaround with its third-consecutive profitable quarter, "
Wagoner said.

     The slight  decline  in total  automotive  earnings  was  primarily  due to
investments in North America for product  programs and  e-commerce  initiatives,
new-product  launch costs in Europe,  and losses at GM's affiliate Isuzu,  which
affected GM Asia Pacific.

     "GMAC's financing  operations remained strong and achieved a year-over-year
earnings  increase in the quarter despite the negative impact of rising interest
rates,"  Wagoner said. In addition,  GMAC's recent  new-business  investments in
commercial finance,  full-service leasing, and international mortgage operations
are  already  providing  a  positive  contribution  to the  bottom  line as GMAC
continues to expand both its range of products  and services and its  geographic
reach.

     Hughes  Electronics'  net sales and  revenues  increased 27 percent to $2.3
billion  in the  second  quarter of 2000,  from $1.8  billion in the  prior-year
period.  "The revenue  increase was primarily  driven by continued growth in the
DIRECTV business, which added a record 452,000 net new subscribers in the United
States  during the  quarter,"  said GM Vice  Chairman  Harry J. Pearce.  DIRECTV
continues  to  be  the  world's  largest  direct-to-home   provider  of  digital
entertainment programming with more than 8.7 million subscribers worldwide.

                                    # # #

     In this news release, use of the words anticipate, expect, should, believe,
plan, intensify,  overcome,  opportunities and similar words are associated with
forward-looking  statements  that are  inherently  subject to numerous risks and
uncertainties. Accordingly, there can be no assurance that the results described
in such forward-looking  statements will be realized. The principal risk factors
that may cause  actual  results to differ  materially  from those  expressed  in
forward-looking  statements  contained  in this news  release are  described  in
various documents filed by GM with the U.S. Securities and Exchange  Commission,
including  GM's  Annual  Report on Form 10-K for the year ended Dec.  31,  1999,
filed March 13, 2000, (at page II-20).


                                      - 3 -

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

                                                   2000      1999
                                                ---------  ---------

     Total net sales and revenues                $48,743   $45,067
                                                  ------    ------
     Income from continuing operations            $1,751    $1,734
     Income from discontinued operations               -       184
                                                  ------    ------
     Consolidated net income                      $1,751    $1,918
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $1,762    $1,754
       Discontinued operations                         -       184
                                                  ------    ------
       $1-2/3 par value                           $1,762    $1,938
       Class H                                      $(38)     $(27)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.99     $2.71
       Discontinued operations                         -      0.28
                                                  ------    ------
       $1-2/3 par value                            $2.99     $2.99
       Class H                                    $(0.07)   $(0.08)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $2.93     $2.66
       Discontinued operations                         -      0.28
                                                  ------    ------
       $1-2/3 par value                            $2.93     $2.94
       Class H                                    $(0.07)   $(0.08)(2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $0.50     $0.50
       Class H                                     $   -     $   -
     .............................................................
     Book Value Per Share of Common Stocks
                              June 30,      Dec. 31,     June 30,
                                2000         1999          1999
                              --------      -------      --------
       $1-2/3 par value        $38.44       $27.02         $20.02
       Class H                  $7.69        $5.40(2)       $4.00(2)
     .............................................................



   See footnotes beginning on page 7.


                                              continues


















                                - 4 -

     HIGHLIGHTS - Q2 Net Income by Segment
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                      June 30,
                                               ---------------------
                                                 2000        1999
                                               --------     --------

     GM North America (GMNA)                    $1,411      $1,483
     GM Europe (GME)                               166         187
     GM Latin America/Africa/Mid-East (GMLAAM)      10         (38)
     GM Asia/Pacific (GMAP)                       (123)        (81)
                                                 -----       -----
       Total GM Automotive (GMA)                $1,464      $1,551
     Hughes (3)                                    (64)        (92)
     Other                                         (69)       (150)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $1,331      $1,309

     GMAC                                         $395        $391
     Other                                          25          34
                                                 -----       -----
       Total Financing and Insurance Operations   $420        $425
                                                 -----       -----
     Income from continuing operations          $1,751      $1,734
     Income from discontinued operations             -         184
                                                 -----       -----
     Consolidated Net Income                    $1,751      $1,918
                                                 =====       =====
     Net profit margin from
       Total GM Automotive (GMA)                   3.7%        4.1%
       Income from continuing operations           3.6%        3.8%

                                              Three Months Ended
                                               June 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $30,569  $7,142   $1,368     $790
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,059    $278     $(32)      $6
     Income tax expense (benefit)       645     115      (24)       1
     Equity income/(loss) and
       minority interests                (3)      3       18     (128)
                                      -----   -----    -----      ---
     Net income (loss)               $1,411    $166      $10    $(123)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.6%    2.3%    0.7%   (15.6%)
     Effective income tax rate         31.3%   41.4%   75.0%    16.7%

                                              Three Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $28,821  $7,001   $1,215     $715
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,139    $272     $(87)    $(36)
     Income tax expense (benefit)       677      84      (33)     (13)
     Equity income/(loss) and
       minority interests                21      (1)      16      (58)
                                      -----   -----    -----      ---
     Net income (loss)               $1,483    $187     $(38)    $(81)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.7%   (3.1%)  (11.3%)
     Effective income tax rate         31.7%   30.9%   37.9%    36.1%


See footnotes beginning on page 7.
                                                Continues


                                      - 5 -
HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                          June 30,
                                      --------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             684          664
                        Trucks           669          699
                                      ------       ------
         Total United States           1,353        1,363
       Canada and Mexico                 223          174
                                      ------       ------
           Total GM North America      1,576        1,537
                                      ------       ------
       GME                               539          556
       GMLAAM                            154          136
       GMAP                               95           98
                                      ------       ------
         Total International             788          790
                                      ------       ------
             Total Worldwide           2,364        2,327
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  242          240
                 - Trucks                468          476
       Pontiac                           165          178
       GMC                               150          149
       Buick                             111          127
       Oldsmobile                         81          101
       Saturn                             81           66
       Cadillac                           46           56
       Other                              11            3
                                      ------       ------
         Total United States           1,355        1,396
       Canada and Mexico                 197          193
                                      ------       ------
         Total GM North America        1,552        1,589
                                      ------       ------
       GME                               522          539
       GMLAAM                            144          126
       GMAP                              104          104
                                      ------       ------
         Total International             770          769
                                      ------       ------
             Total Worldwide           2,322        2,358
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.4%        30.3%
         Trucks                         27.3%        28.6%
           Total                        27.8%        29.5%
       Total North America              27.8%        29.3%
       Total Europe                      9.7%        10.1%
       Latin America (4)                20.5%        20.1%
       Asia and Pacific                  3.5%         3.7%
             Total Worldwide            15.6%        16.4%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.1%        25.6%
       % Fleet Sales - Trucks           18.2%        16.5%
       Total vehicles                   21.7%        21.2%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               69           64
       Trucks                             96           75
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   94.4%        90.7%
      .....................................................
      GMNA
       Net Price (%)                     0.0%        (0.2%)
      .....................................................
       See footnotes beginning on page 7.
                                               Continues
                                      - 6 -


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

                                      Three Months Ended
                                          June 30,
                                    ----------------------
                                       2000         1999
                                    --------     ---------

     Depreciation and Amortization (1)
       Depreciation                     $972       $1,068
       Amortization of special tools     661          635
       Amortization of intangible
         assets                           81           48
                                      ------        -----
            Total                     $1,714       $1,751
                                      ======        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)
       GMNA                              218          227
       GME                                90           83
       GMLAAM                             24           22
       GMAP                               11           10
       Hughes                             18           18
       GMAC                               27           26
       Other                              13           11
                                      ------       ------
         Total                           401          397
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,769      $5,584
     ....................................................


      (1)  Amounts exclude  depreciation  and  amortization  charges incurred by
           financing and insurance operations.
      (2)  The  1999  earnings  per  share  and book  value  per  share  amounts
           attributable  to the GM Class H common stock were restated to reflect
           the three-for-one  stock split of the GM Class H common stock, in the
           form of a 200% stock dividend, paid on June 30, 2000.
      (3)  Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and excludes  Hughes
           Series A Preferred Stock dividends payable to General Motors.
      (4)  Latin America excludes the Middle East and Africa.



























                                      - 7 -


     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Six Months Ended
                                                     June 30,
                                               ---------------------
                                                  2000        1999
                                               ---------    ---------

     Total net sales and revenues                $95,601   $87,502
                                                  ------    ------
     Income from continuing operations            $3,534(5) $3,554
     Income from discontinued operations               -       426
                                                  ------    ------
     Consolidated net income                      $3,534(5) $3,980
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $3,549    $3,535
       Discontinued operations                         -       426
                                                  ------    ------
       $1-2/3 par value                           $3,549    $3,961
       Class H                                      $(71)      $(4)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.87     $5.44
       Discontinued operations                         -      0.65
                                                  ------    ------
       $1-2/3 par value                            $5.87     $6.09
       Class H                                    $(0.15)   $(0.01)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $5.74     $5.33
       Discontinued operations                         -      0.64
                                                  ------    ------
       $1-2/3 par value                            $5.74     $5.97
       Class H                                    $(0.15)   $(0.01)(2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.00     $1.00
       Class H                                     $   -     $   -
     .............................................................









   See footnotes beginning on page 11.


                                              continues



















                                - 8 -

     HIGHLIGHTS - Q2 Net Income by Segment
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Six Months Ended
                                                   June 30,
                                               ---------------------
                                                 2000         1999
                                               --------     --------

     GM North America (GMNA)                    $2,700      $2,904
     GM Europe (GME)                               387         361
     GM Latin America/Africa/Mid-East (GMLAAM)      11         (63)
     GM Asia/Pacific (GMAP)                       (116)       (141)
                                                 -----       -----
       Total GM Automotive (GMA)                $2,982      $3,061
     Hughes (3)                                   (141)(5)     (14)
     Other                                        (105)       (291)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $2,736 (5)  $2,756

     GMAC                                         $792        $783
     Other                                           6          15
                                                 -----       -----
       Total Financing and Insurance Operations   $798        $798
                                                 -----       -----
     Income from continuing operations          $3,534 (5)  $3,554
     Income from discontinued operations             -         426
                                                 -----       -----
     Consolidated Net Income                    $3,534 (5)  $3,980
                                                 =====       =====
     Net profit margin from
      Total GM Automotive (GMA)                    3.8%        4.2%
      Income from continuing operations            3.7%        4.1%

                                              Six Months Ended
                                               June 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $59,813 $13,976   $2,758   $1,653
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $3,982    $627     $(68)     $33
     Income tax expense (benefit)     1,260     245      (47)      11
     Equity income/(loss) and
       minority interests               (22)      5       32     (138)
                                      -----  ------    -----    -----
     Net income (loss)               $2,700    $387      $11    $(116)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.5%    2.8%     0.4%    (7.0%)
     Effective income tax rate         31.6%   39.1%    69.1%    33.3%

                                              Six Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $56,227 $13,278   $2,248   $1,362
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $4,256    $553    $(145)    $(61)
     Income tax expense (benefit)     1,349     189      (69)     (19)
     Equity income/(loss) and
       minority interests                (3)     (3)      13      (99)
                                      -----  ------    -----    -----
     Net income (loss)               $2,904    $361     $(63)   $(141)
                                      =====  ======    =====    =====

     Net profit (loss) margin           5.2%    2.7%    (2.8%)  (10.4%)
     Effective income tax rate         31.7%   34.2%    47.6%    31.1%

See footnotes beginning on page 11.
                                                continues



                                - 9 -


HIGHLIGHTS - Q2 Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,306        1,335
                        Trucks         1,343        1,336
                                      ------       ------
         Total United States           2,649        2,671
       Canada and Mexico                 416          368
                                      ------       ------
           Total GM North America      3,065        3,039
                                      ------       ------
       GME                             1,038        1,025
       GMLAAM                            289          258
       GMAP                              211          191
                                      ------       ------
         Total International           1,538        1,474
                                      ------       ------
             Total Worldwide           4,603        4,513
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  475          451
                 - Trucks                921          853
       Pontiac                           320          332
       GMC                               289          270
       Buick                             214          235
       Oldsmobile                        158          195
       Saturn                            145          117
       Cadillac                           98           87
       Other                              18           18
                                      ------       ------
         Total United States           2,638        2,558
       Canada and Mexico                 355          345
                                      ------       ------
         Total GM North America        2,993        2,903
                                      ------       ------
       GME                             1,046        1,047
       GMLAAM                            282          252
       GMAP                              221          215
                                      ------       ------
         Total International           1,549        1,514
                                      ------       ------
             Total Worldwide           4,542        4,417
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.6%        30.8%
         Trucks                         27.7%        27.6%
           Total                        28.2%        29.2%
       Total North America              28.0%        29.0%
       Total Europe                      9.6%         9.8%
       Latin America (4)                20.0%        19.6%
       Asia and Pacific                  3.5%         3.6%
             Total Worldwide            15.3%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.9%        28.0%
       % Fleet Sales - Trucks           16.7%        15.3%
       Total vehicles                   21.9%        22.0%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   90.9%        89.1%
      .....................................................

       See footnotes beginning on page 11.
                                               Continues








                                     - 10 -


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

                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $1,962       $2,071
       Amortization of special tools   1,315        1,254
       Amortization of intangible
         assets                          152           79
                                       -----        -----
            Total                     $3,429       $3,404
                                       =====        =====
     ....................................................

     Worldwide Payrolls              $11,360      $10,981
     ....................................................

     (1) Amounts  exclude  depreciation  and  amortization  charges  incurred by
         financing and insurance operations.
     (2) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (3) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
     (4) Latin America excludes the Middle East and Africa.
     (5) Q1 2000 net income (loss) included a $13 million net loss at
         Hughes related to the discontinuation of DIRECTV Japan's operations and
         migration of its subscribers to SkyPerfecTV!. The net loss is comprised
         of a pre-tax charge of approximately $171 million,  partially offset by
         a $158 million tax benefit associated with DTVJ's higher tax basis.

   Note 1: Total cash of $13.3  billion  referenced  to in the press release
           includes $10.3 billion of cash and marketable  securities as well as
           $3.0  billion   invested  in  fixed   income,   securities   of  the
           Corporation's   $6.9  billion   Voluntary   Employees'   Beneficiary
           Association Trust.
   Note 2: The Corporation's 2000 second-quarter return on net assets (RONA)
           for continuing operations on an annualized basis,  excluding Hughes,
           was 14.8 percent.





















                                     - 11 -

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                               (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues      $48,743   $45,067       $95,601   $87,502
                                   ------    ------        ------    ------
Cost of sales and other expenses   38,127    35,955        75,312    69,764
Selling, general, and
  administrative expenses           5,423     4,534        10,236     8,375
Interest expense                    2,358     1,794         4,586     3,639
                                  -------   -------       -------   -------
  Total costs and expenses         45,908    42,283        90,134    81,778
                                   ------    ------        ------    ------
Income from continuing operations
  before income taxes and minority
  interests                         2,835     2,784         5,467     5,724
Income tax expense                    929       956         1,712     1,985
Equity income/(loss) and minority
  interests                          (155)      (94)         (221)     (185)
                                   -------   ------       -------    ------
Income from continuing operations   1,751     1,734         3,534     3,554
Income from discontinued operations     -       184             -       426
                                   -------   ------       -------    ------
  Net income                        1,751     1,918         3,534     3,980
Dividends on preference stocks        (27)       (7)          (56)      (23)
                                   ------  --------       -------   -------
  Earnings attributable to common
  stocks                           $1,724    $1,911        $3,478    $3,957
                                    =====     =====         =====     =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value
  Continuing operations             $2.99     $2.71         $5.87     $5.44
  Discontinued operations               -      0.28             -      0.65
                                   ------      ----        ------      ----
Earnings per share attributable
  to $1-2/3 par value               $2.99     $2.99         $5.87     $6.09
                                    =====     =====         =====     =====

Earnings per share attributable
  to Class H                       $(0.07)   $(0.08)       $(0.15)   $(0.01)
                                   ======    ======        ======    ======

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations             $2.93     $2.66         $5.74     $5.33
  Discontinued operations               -      0.28             -      0.64
                                   ------      ----        ------      ----
Earnings per share attributable
  to $1-2/3 par value               $2.93     $2.94         $5.74     $5.97
                                    =====     =====         =====     =====

Earnings per share attributable
  to Class H                       $(0.07)   $(0.08)       $(0.15)   $(0.01)
                                   ======    ======        ======    ======





























                                     - 12 -


                CONSOLIDATED STATEMENTS OF INCOME - concluded
                                   (Unaudited)

                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                                            (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues      $42,870   $40,117       $84,065  $77,640
                                   ------    ------        ------   ------
Cost of sales and other expenses   36,260    34,353        71,581   66,510
Selling, general, and
  administrative expenses           4,032     3,402         7,539    6,162
                                    -----     -----         -----    -----

  Total costs and expenses         40,292    37,755        79,120   72,672
                                   ------    ------        ------   ------
Interest expense                      222       180           438      374
Net expense from transactions
  with Financing and Insurance
  Operations                          172        66           311      160
                                    ------  -------        ------   ------
Income from continuing operations
  before income taxes and
  minority interests                2,184     2,116         4,196    4,434
Income tax expense                    698       720         1,240    1,508
Equity income/(loss) and minority
  interests                          (155)      (87)         (220)    (170)
                                     ----       ---          ----     ----

Income from continuing operations   1,331     1,309         2,736    2,756
Income from discontinued operations     -       184             -      426
                                    -----    ------        ------   ------
  Net income - Automotive,
    Communications Services, and
    Other Operations               $1,331    $1,493        $2,736   $3,182
                                    =====     =====         =====    =====



                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                                            (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                     $5,873    $4,950       $11,536   $9,862
                                    -----     -----        ------    -----

Interest expense                    2,136     1,614         4,148    3,265
Depreciation and amortization
  expense                           1,483     1,275         3,006    2,547
Operating and other expenses        1,391     1,132         2,697    2,213
Provision for financing and
  insurance losses                    384       327           725      707
                                    -----     -----        ------    -----
  Total costs and expenses          5,394     4,348        10,576    8,732
                                    -----     -----        ------    -----
Net income from transactions with
  Automotive, Communications
  Services, and Other Operations     (172)      (66)         (311)    (160)
                                      ---      ----        ------   ------
Income before income taxes and
  minority interests                  651       668         1,271    1,290
Income tax expense                    231       236           472      477
Equity income/(loss) and minority
  interests                             -        (7)           (1)     (15)
                                      ---      ----          ----     ----

  Net income - Financing and
    Insurance Operations             $420      $425          $798     $798
                                     ====      ====          ====     ====




















                                     - 13 -

                           CONSOLIDATED BALANCE SHEETS

                                              June 30,               June 30,
                                                2000     Dec. 31,      1999
GENERAL MOTORS CORPORATION AND SUBSIDIARIES  (Unaudited)  1999     (Unaudited)
                                             ----------- --------  -----------
           ASSETS                                  (Dollars in Millions)
Automotive, Communications Services, and
  Other Operations
Cash and cash equivalents                      $9,441    $9,730      $11,997
Marketable securities                             893     1,698        1,666
                                             --------   -------      -------
  Total cash and marketable securities         10,334    11,428       13,663
Accounts and notes receivable
  (less allowances)                             5,968     5,093        6,349
Inventories (less allowances)                  11,680    10,638       10,766
Equipment on operating leases
  (less accumulated depreciation)               5,973     5,744        6,394
Deferred income taxes and other current assets  9,678     9,006        6,232
                                              -------   -------      -------
  Total current assets                         43,633    41,909       43,404
Equity in net assets of nonconsolidated
  associates                                    3,377     1,711        1,691
Property - net                                 33,436    32,779       31,509
Intangible assets - net                         8,726     8,527       11,934
Deferred income taxes                          13,456    15,277       18,297
Other assets                                   30,207    25,358       14,016
                                               ------    ------       ------

  Total Automotive, Communications Services,
    and Other Operations assets               132,835   125,561      120,851
Financing and Insurance Operations
Cash and cash equivalents                         692       712        2,694
Investments in securities                       9,447     9,110        8,499
Finance receivables - net                      85,782    80,627       74,305
Investment in leases and other receivables     37,883    36,407       33,451
Other assets                                   23,528    21,312       16,660
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                          1,182     1,001          478
                                                -----     -----          ---
  Total Financing and Insurance Operations
    assets                                    158,514   149,169      136,087
                                              -------   -------      -------
Total assets                                 $291,349  $274,730     $256,938
                                             ========  ========     ========

               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services, and Other Operations
Accounts payable (principally trade)          $17,329   $17,254      $15,814
Loans payable                                   2,554     1,991          854
Accrued expenses                               32,527    32,854       34,530
Net payable to Financing and Insurance
  Operations                                    1,182     1,001          478
                                               ------   -------     --------
  Total current liabilities                    53,592    53,100       51,676
Long-term debt                                  8,518     7,415        7,408
Postretirement benefits other than pensions    33,931    34,166       34,317
Pensions                                        3,338     3,339        3,149
Other liabilities and deferred income taxes    17,279    17,426       17,928
                                             --------  --------     --------
  Total Automotive, Communications Services,
    and Other Operations liabilities          116,658   115,446      114,478
Financing and Insurance Operations
Accounts payable                                4,611     4,262        4,786
Debt                                          128,164   122,282      110,135
Other liabilities and deferred income taxes    12,161    11,282       10,517
                                             --------  --------     --------
  Total Financing and Insurance Operations
    liabilities                               144,936   137,826      125,438
Minority interests                                647       596          591
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary trusts
  holding solely junior subordinated debentures
  of General Motors
    Series D                                        -        79           79
    Series G                                      139       139          141
Stockholders' equity
$1-2/3 par value common stock
  (issued, 536,912,451; 619,412,233 and
  645,004,212 shares)                             895     1,033        1,075
Class H common stock
  (issued, 873,646,596; 411,345,561 and
  404,921,520 shares)                              87        14           11
Capital surplus (principally additional
  paid-in capital)                             19,668    13,794       15,533
Retained earnings                               9,816     6,961        5,045
                                              -------   -------      -------
    Subtotal                                   30,466    21,802       21,664
Accumulated foreign currency translation
  adjustments                                  (2,252)   (2,033)      (1,987)
Net unrealized gains on securities                876       996          561
Minimum pension liability adjustment             (121)     (121)      (4,027)
                                               ------    ------        -----
    Accumulated other comprehensive loss       (1,497)   (1,158)      (5,453)
                                             --------  --------     --------
      Total stockholders' equity               28,969    20,644       16,211
                                             --------  --------     --------
Total liabilities and stockholders' equity   $291,349  $274,730     $256,938
                                             ========  ========     ========

Reference should be made to the notes to consolidated financial statements.



                                     - 14 -
<TABLE>

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                         Six Months Ended June 30,
                                                         -------------------------
                                                     2000                         1999
                                                     ----                         ----
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and        Comm.Serv.         and
                                           and Other      Insurance     and Other       Insurance
                                           ---------      ---------     ---------       ---------
                                                           (Dollars in Millions)
<S>                                         <C>            <C>           <C>             <C>
Net cash provided by operating activities   $6,065         $3,283        $12,803         $8,539

Cash flows from investing activities
Expenditures for property                   (3,791)          (213)        (3,019)          (106)
Investments in marketable securities
  - acquisitions                            (1,399)       (11,823)        (3,119)       (10,620)
Investments in marketable securities
  - liquidations                             2,204         11,836          1,855         10,313
Mortgage servicing rights - acquisitions         -           (398)             -           (662)
Mortgage servicing rights - liquidations         -              -              -              4
Finance receivables - acquisitions               -       (108,780)             -        (90,613)
Finance receivables - liquidations               -         73,835              -         67,691
Proceeds from sales of finance receivables       -         28,906              -         18,683
Operating leases - acquisitions             (2,026)        (8,883)        (4,613)        (8,201)
Operating leases - liquidations              1,788          4,602          2,889          4,007
Investments in companies, net of cash
  acquired                                  (1,554)             -         (2,558)          (126)
Net investing activity with Financing and
  Insurance Operations                        (998)             -             75              -
Other                                         (371)           151           (876)           997
                                              ----            ---           ----            ---
Net cash used in investing activities       (6,147)       (10,767)        (9,366)        (8,633)
                                             -----         ------          -----          -----

Cash flows from financing activities
Net increase (decrease) in loans payable       488          2,127           (393)        (5,642)
Long-term debt-borrowings                    3,296         12,619          2,433         15,248
Long-term debt-repayments                   (3,216)        (8,098)        (2,130)        (7,230)
Net financing activity with Automotive,
  Communications Services, and Other
  Operations                                     -            998              -            (75)
Repurchases of common and preference stocks   (417)             -         (1,868)             -
Proceeds from issuing common and preference
  stocks                                       304              -          1,799              -
Cash dividends paid to stockholders           (679)             -           (673)             -
                                               ---         ------          -----          -----
Net cash (used in) provided by financing
  activities                                  (224)         7,646           (832)         2,301
                                              ----          -----           ----          -----

Effect of exchange rate changes on cash and
  cash equivalents                            (164)            (1)          (126)             3
Net transactions with Automotive/Financing
  Operations                                   181           (181)          (338)           338
                                               ---           ----           ----            ---
Net cash (used in) provided by continuing
  operations                                  (289)           (20)         2,141          2,548
Net cash provided by discontinued operations     -              -            128              -
                                             -----           ----         ------         ------
Net (decrease) increase in cash and cash
  equivalents                                 (289)           (20)         2,269          2,548
Cash and cash equivalents at beginning of
  the period                                 9,730            712          9,728            146
                                             -----            ---          -----            ---
Cash and cash equivalents at end of the
  period                                    $9,441           $692        $11,997         $2,694
                                            ======           ====        =======         ======


</TABLE>





















                                     - 15 -

                      Hughes Reports 40% Revenue growth and
                       44% EBITDA growth in Second Quarter

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
                        and Increased Sales at PanAmSat;
              Galaxy Latin America Signs Up 1 Millionth Subscriber

      El  Segundo,  Calif.,  July 17,  2000 --  Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite services and satellite-based private business networks, today reported
second quarter 2000 revenues increased 39.6% to $1,837.0 million,  compared with
$1,316.1  million  in the  second  quarter  of  1999.  EBITDA1  for the  quarter
increased  44.5% to $179.6  million  and EBITDA  margin1  was 9.8%,  compared to
EBITDA of $124.3  million  and EBITDA  margin of 9.4% in the  second  quarter of
1999.

      "We're continuing to see excellent growth in DIRECTV subscribers, which is
driving our  revenue,"  explained  Michael T. Smith,  Hughes  chairman and chief
executive  officer.   "This  growth  is  being  fueled  by  particularly  strong
subscriber  additions  in  our  urban  and  suburban  markets,   driven  by  the
introduction of local channels and growing demand for our unparalleled service."

      Additionally,  Hughes'  78%-owned Latin American  DIRECTV service achieved
its milestone 1 millionth subscriber in June. "We're also seeing an acceleration
in the growth of our Latin American  business with  subscriber  growth more than
doubling in the second quarter," Smith added.

      "PanAmSat also contributed to our solid second quarter revenue growth with
the addition of several new sales-type leases of satellite transponders,  and it
was the major contributor to our EBITDA growth in the quarter," Smith continued.
"With the launch of PAS-9 scheduled for this month, more than half of PanAmSat's
satellite  fleet  expansion plan will be complete,  positioning  them for future
growth."

      Hughes had a second  quarter  2000 loss2 of $63.8  million,  compared to a
loss2 of $92.3 million in the same period for 1999. The lower loss was primarily
due to the net effect of a one-time second quarter 1999 after-tax  charge of $76
million due to increased  development costs and schedule delays in the satellite
manufacturing  businesses,  which are now  reported as  discontinued  operations
pending the closure of their sale to The Boeing  Company.  The higher  EBITDA in
the current quarter was offset by an increase in depreciation  and  amortization
resulting  principally from the mid-1999  acquisitions of USSB and PRIMESTAR and
higher net interest expense.

                           Six-Month Financial Review

      For the first half of 2000,  revenues increased 58.4% to $3,540.1 million,
compared  to  $2,234.5  million  in the  first  half of 1999.  This  growth  was
primarily  the  result of record  subscriber  growth at  DIRECTV  in the  United
States,  as well as additional  revenues  resulting  from the USSB and PRIMESTAR
transactions,  higher  outright  sales and  sales-type  leases at PanAmSat,  and
additional DIRECTV equipment sales at Hughes Network Systems.





                                      - 16 -

      EBITDA  for the first six  months of 2000 was  $332.3  million  and EBITDA
margin was 9.4%, compared to EBITDA of $235.3 million and EBITDA margin of 10.5%
in the same period of 1999. The increase in EBITDA was primarily attributable to
higher outright sales and sales-type  leases at PanAmSat.  The decline in margin
is mainly  attributable  to the increased  marketing  costs  associated with the
record  subscriber  growth at DIRECTV in the United States and in Latin America,
and the lower margins  associated with PanAmSat's  outright sales and sales-type
leases.

      For the first six months of 2000, losses2 totaled $140.4 million, compared
to losses2 of $14.0  million in 1999.  The higher loss was  primarily  due to an
increase  in  depreciation  and  amortization  resulting  principally  from  the
mid-1999 acquisitions of USSB and PRIMESTAR, higher net interest expense, and an
increase in Hughes'  portion of the operating  losses of DIRECTV Japan (reported
in "Other,  net").  Additionally,  in the first  quarter of 2000,  Hughes took a
one-time pre-tax charge of $171 million (also reported in "Other,  net") related
to its agreement with SkyPerfecTV!  and the discontinuation of the DIRECTV Japan
business.  The after-tax impact of this charge was a loss of $13 million,  which
includes the tax benefits  associated  with the write-off of Hughes'  historical
investments in DIRECTV Japan.  These increased  losses were partially  offset by
the higher EBITDA.

                  Segment Financial Review: Second Quarter 2000
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  increased  43.9% to  $1,252.2
million  from  $870.2  million in the second  quarter of 1999.  The  segment had
negative EBITDA of $14.0 million  compared with negative EBITDA of $11.5 million
in the second quarter of 1999.

      United States:  DIRECTV reported  quarterly  revenues of $1,129 million, a
45% increase  from last year's  second  quarter  revenues of $778  million.  The
increase was due to continued  strong  subscriber  growth as well as  additional
revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  452,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 24%  increase  over  the  364,000  net new
subscribers added in the second quarter of 1999. In addition,  430,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power   service  in  the  quarter.   As  of  June  30,  2000,  DIRECTV  had
approximately 8.7 million subscribers, including approximately 435,000 customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the second  quarter of 2000 was $26 million  compared to EBITDA
of $13 million in last year's second quarter.  This increase was principally due
to higher EBITDA attained from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth  in the  quarter,  as well as  EBITDA  contributions  from  the  USSB and
PRIMESTAR transactions.

     Latin America: The DIRECTV business in Latin America generated $122 million
in revenues for the quarter,  up 58% over the $77 million reported in the second
quarter of 1999. This increase was due to continued strong subscriber growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)3.

      The DIRECTV  service in Latin America added 101,000 net new subscribers in
the second quarter of 2000, a 115% increase over the 47,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
June 30, 2000 was 1,010,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $40 million
compared  to negative  EBITDA of $18  million  for the same period in 1999.  The
change was  primarily due to the impact of the  consolidation  of GLB and higher
marketing expenses associated with the record subscriber growth.



                                      - 17 -

      Japan:  Hughes'  share of DIRECTV  Japan's  loss was $25  million  for the
quarter,  compared  with a loss of $23  million in the  second  quarter of 1999.
Hughes will continue to report its share of DIRECTV  Japan's  losses  throughout
2000, during which time the business is expected to be discontinued.

                               Satellite Services

      PanAmSat,  which is 81% owned by Hughes,  generated  second  quarter  2000
revenues of $322.3  million  compared  with $200.4  million in the prior  year's
period.  The 60.8%  increase  was driven by new  sales-type  leases of satellite
transponders totaling $123 million, primarily on the recently launched Galaxy XR
and Galaxy IVR  satellites  serving  customers in the United  States and Mexico,
respectively.  Revenues  from outright  sales and  sales-type  leases  represent
substantial  long-term  commitments for PanAmSat services and these transactions
are subject to greater  variation from period to period than are operating lease
revenues.
      Second  quarter  2000 EBITDA for the segment was $221.4  million,  a 46.7%
increase  over second  quarter  1999 EBITDA of $150.9  million.  The increase in
EBITDA  was due to the new  sales-type  leases in the  second  quarter  of 2000.
EBITDA margin in the second quarter of 2000 was 68.7%,  compared to 75.3% in the
same period of 1999.  This decline was due to the lower margins  associated with
the new sales-type leases.


                                 Network Systems

      Hughes  Network  Systems  (HNS) grew second  quarter 2000 revenues 9.0% to
$371.8  million,  versus  $341.1  million  in the second  quarter  of 1999.  The
increased  revenues were driven  principally by higher sales of DIRECTV receiver
equipment. HNS shipped 913,000 DIRECTV receiver systems in the second quarter of
2000,  compared to 495,000 units in the same period last year.  These gains were
partially offset by lower revenues in HNS's wireless  equipment  business due to
the  discontinuation  of certain  narrowband  wireless  businesses  announced in
January, 2000.

      In the quarter,  HNS attained  EBITDA of $0.8 million and EBITDA margin of
0.2%,  compared  to EBITDA of $29.5  million  and 8.6% in the second  quarter of
1999.  The  decline in EBITDA and EBITDA  margin is  primarily  attributable  to
increased  investment in the `AOL Plus Powered by DirecPC' broadband product and
lower revenues  resulting from the  discontinuation  of the narrowband  wireless
businesses.

                                  BALANCE SHEET

      From December 31, 1999 to June 30, 2000, the Company's  consolidated  cash
balance  increased  $39.4  million to $277.6  million  and total debt  increased
$625.9  million to $2,767.3  million.  The principal cash  requirements  for the
first six  months of 2000 were  related to capital  expenditures  for  property,
plant, equipment and satellites.

      Hughes  Electronics  Corporation is a unit of General Motors  Corporation.
The earnings of Hughes are used to calculate the earnings per share attributable
to the General Motors Class H common stock (NYSE:GMH).

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.






                                      - 18 -
---------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
  sum of operating profit (loss) and depreciation and amortization.  EBITDA
  margin is calculated by dividing EBITDA by total revenues.
2 Equals  reported  Net Loss  excluding  the  effects  of  purchase  accounting
  adjustments  related to General Motors'  acquisition of Hughes in 1985.
3 Galaxy Brasil,  Ltda. (GLB) is the local operating company providing DIRECTV
  service in Brazil,  and its results have been  consolidated  since July of
  1999 when Hughes purchased a majority ownership position.

                                       ###


























































                                      - 19 -

STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Six Months Ended
                                   Second Quarter              June 30,
                                   --------------              --------
                                   2000        1999        2000        1999
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,565.4    $1,060.9    $3,037.8    $1,802.0
Product sales                      271.6       255.2       502.3       432.5
----------------------------------------------------------------------------
   Total Revenues                1,837.0     1,316.1     3,540.1     2,234.5
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and
  other costs                      686.7       478.3     1,354.5       778.0
Cost of products sold              234.7       207.8       433.0       358.2
Selling, general, and
  administrative expenses          736.0       505.7     1,420.3       863.0
Depreciation and amortization      224.6       153.2       434.8       271.3
----------------------------------------------------------------------------
   Total Operating Costs and
     Expenses                    1,882.0     1,345.0     3,642.6     2,270.5
----------------------------------------------------------------------------
Operating Loss                     (45.0)      (28.9)     (102.5)      (36.0)

Interest income                      4.3         4.6         8.2        18.2
Interest expense                   (57.8)      (12.4)     (102.7)      (19.3)
Other, net                         (43.3)      (34.1)     (282.5)      (64.7)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (141.8)      (70.8)     (479.5)     (101.8)

Income tax benefit                 (54.8)       (9.5)     (276.6)      (22.9)
Minority interests in net losses
  of subsidiaries                    4.5         6.8        12.1        13.3
----------------------------------------------------------------------------
Loss from continuing operations    (82.5)      (54.5)     (190.8)      (65.6)

Income (loss) from discontinued
  operations, net of taxes          13.4       (43.1)       39.8        41.0
----------------------------------------------------------------------------
Net Loss                           (69.1)      (97.6)     (151.0)      (24.6)
Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Loss Excluding the Effect of
  GM Purchase Accounting
  Adjustments                      (63.8)      (92.3)     (140.4)      (14.0)
Preferred stock dividends          (24.1)       (1.6)      (48.8)       (1.6)
-----------------------------------------------------------------------------
Loss Used for Computation of
   Available Separate Consolidated
   Net Loss                       ($87.9)     ($93.9)    ($189.2)     ($15.6)
=============================================================================
Available Separate Consolidated Net Loss
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      562.7       363.0       488.0       340.8
Average Class H dividend base
  (in millions)(Denominator)     1,297.0     1,244.7     1,295.8     1,222.5
Available Separate Consolidated
  Net Loss                        ($38.1)     ($27.4)     ($71.3)      ($4.3)
=============================================================================

Certain   1999  amounts  have  been   reclassified   to  conform  with  the
2000 presentation.









                                      - 20 -

SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
                                                         Six Months Ended
                                    Second Quarter           June 30,
                                    ---------------------------------------
                                   2000        1999      2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,252.2      $870.2  $2,426.0    $1,426.8
EBITDA (1)                        $(14.0)     $(11.5)   $(23.2)      $(9.1)
Operating Loss                   $(134.8)     $(73.1)  $(260.8)     $(98.0)
Depreciation and Amortization     $120.8       $61.6    $237.6       $88.9
Capital Expenditures (2)           219.1       $78.2     387.1      $155.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $322.3      $200.4    $621.4      $393.9
EBITDA (1)                        $221.4      $150.9    $422.4      $296.9
EBITDA Margin (1)                   68.7%       75.3%     68.0%       75.4%
Operating Profit                  $139.8       $82.4    $267.1      $160.7
Operating Profit Margin             43.4%       41.1%     43.0%       40.8%
Depreciation and Amortization      $81.6       $68.5    $155.3      $136.2
Capital Expenditures (3)           $50.2      $135.4    $208.2      $475.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $371.8      $341.1    $736.3      $572.0
EBITDA (1)                          $0.8       $29.5     $17.6       $30.7
EBITDA Margin (1)                    0.2%        8.6%      2.4%        5.4%
Operating Profit (Loss)           $(17.1)       $9.7    $(17.0)      $(8.2)
Operating Profit Margin            N/A           2.8%      N/A         N/A
Depreciation and Amortization      $17.9       $19.8     $34.6       $38.9
Capital Expenditures (4)           $94.2       $70.6    $161.8       $72.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(109.3)     $(95.6)  $(243.6)    $(158.2)
EBITDA (1)                        $(28.6)     $(44.6)   $(84.5)     $(83.2)
Operating Loss                    $(32.9)     $(47.9)   $(91.8)     $(90.5)
Depreciation and Amortization       $4.3        $3.3      $7.3        $7.3
Capital Expenditures                $1.6      $(18.4)    $22.3      $(50.6)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,837.0    $1,316.1  $3,540.1    $2,234.5
EBITDA (1)                        $179.6      $124.3    $332.3      $235.3
EBITDA Margin (1)                    9.8%        9.4%      9.4%       10.5%
Operating Loss                    $(45.0)     $(28.9)  $(102.5)     $(36.0)
Depreciation and Amortization     $224.6      $153.2    $434.8      $271.3
Capital Expenditures              $365.1      $265.8    $779.4      $653.2
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and  Amortization) is
   the sum of operating profit (loss) and depreciation and amortization.  EBITDA
   margin is calculated by dividing EBITDA by total revenues.
(2)Includes  expenditures  related to  satellites  amounting  to $24.1  million,
   $22.5 million, $35.7 million, and $75.5 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $31.1  million,
   $125.9  million,  $177.1  million,  and $315.6  million,  respectively.  Also
   included  in the first six  months of 1999 is $141.3  million  related to the
   early buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $70.8  million,
   $46.9 million, $124.5 million, and $46.9 million, respectively.







                                      - 21 -


BALANCE SHEET
(Dollars in Millions)
                                                    June 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $277.6           $238.2
Accounts and notes receivable                       1,048.8            960.9
Contracts in process                                  148.3            155.8
Inventories                                           327.8            236.1
Net assets of discontinued operations               1,201.3          1,224.6
Deferred income taxes                                 536.6            254.3
Prepaid expenses and other                            776.3            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,316.7          3,858.0
Satellites - net                                    4,096.1          3,907.3
Property - net                                      1,441.0          1,223.0
Net Investment in Sales-type Leases                   262.5            146.1
Intangible Assets - net                             7,271.2          7,406.0
Investments and Other Assets                        2,336.8          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,724.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,044.7         $1,062.2
Deferred revenues                                     147.0            130.5
Short-term borrowings and current portion of
  long-term debt                                      850.8            555.4
Accrued liabilities and other                       1,244.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,287.0          2,642.1
Long-Term Debt                                      1,916.5          1,586.0
Other Liabilities and Deferred Credits              1,431.9          1,454.2
Deferred Income Taxes                                 940.0            689.1
Commitments and Contingencies
Minority Interests                                    592.2            544.3
Stockholder's Equity                               11,556.7         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,724.3        $18,597.0
============================================================================

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).


















                                      - 22 -

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

      (c)  Exhibit

      Exhibit 3(i) The Restated  Certificate of  Incorporation of General Motors
      Corporation  was amended on June 6, 2000, by deleting the first  paragraph
      of Article  FOURTH  thereof in its entirety and inserting the following in
      lieu thereof:

      FOURTH.  The  total  authorized  capital  stock of the  Corporation  is as
      follows:   5,706,000,000  shares,  of  which  6,000,000  shares  shall  be
      Preferred Stock, without par value ("Preferred Stock"), 100,000,000 shares
      shall be  Preference  Stock,  $0.10 par value  ("Preference  Stock"),  and
      5,600,000,000  shares shall be Common Stock, of which 2,000,000,000 shares
      shall  be  Common  Stock,   $1-2/3  par  value   ("Common   Stock"),   and
      3,600,000,000  shares  shall be  Class H Common  Stock,  $0.10  par  value
      ("Class H Common Stock").

      The  following  footnote will now be associated  with the  Certificate  of
      Incorporation at Article Fourth, paragraph (b) and (d):

      The  voting  and  liquidation  rights of the GM Class H common  stock were
      calculated to be 0.6 votes per share and 0.6  liquidation  units per share
      subsequent  to the  restructuring  of  Hughes on  December  17,  1997.  In
      accordance  with the  adjustment  provisions  contained in  paragraph  (e)
      hereof,  as a  result  of a  three-for-one  stock  split of the GM Class H
      common stock, in the form of a 200% stock dividend, paid on June 30, 2000,
      the  voting  and  liquidation  rights of the GM Class H common  stock were
      reduced  to 0.2 votes per  share  and 0.2  liquidation  units per share in
      order to avoid dilution in the aggregate  voting or liquidation  rights of
      any class.


      Exhibit 3(ii) The By-Laws of General  Motors  Corporation,  was amended on
      June 6, 2000,  reflecting  amendments  to  paragraph  3 of Section  2.6 of
      Article  II;  paragraph  4 of Section  2.6 of Article  II;  paragraph 2 of
      Section 3.1 of Article III; Section 3.4 of Article III; and Section 4.1 of
      Article IV as described below:

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

      2.6 Organization.
      Paragraph 3                   The board of directors may also elect one
                                    of its members as vice chairman of the
                                    board of directors who shall have such
                                    duties and responsibilities as are
                                    provided by these by-laws or may be
                                    directed by the board of directors, the
                                    chairman of the board, or the chairman of
                                    the committee on director affairs of the
                                        -----------------------------
                                    board of directors.

      2.6 Organization.
      First sentence of
      paragraph 4                   In the absence of the chairman of the
                                    board of directors, the vice chairman, or
                                    in his absence, the chairman of the
                                                                    ---
                                    committee on director affairs of the
                                    -----------------------------
                                    board of directors, or in his absence, a
                                    member of the board selected by the
                                    members present, shall preside at
                                    meetings of the board.




                                     - 23 -

      3.1 Committees of the
      Board of Directors.
      First sentence of
      paragraph 2                   The following committees shall be
                                    standing committees of the board: the
                                                                    -----
                                    investment funds committee, the audit
                                    committee, the executive compensation
                                    committee, the public policy committee,
                                    the committee on director affairs and the
                                    capital stock committee.

      3.4 Executive Committee.      Deleted, resulting in Section 3.5 through
                                    3.10 being renumbered to 3.4 through 3.9
                                    accordingly.

      4.1 Elected Officers.
      Penultimate sentence          The board of directors may also elect
                                    persons to hold such other offices and
                                                                       ---
                                    have such responsibilities as the board
                                    --------------------------
                                    of directors shall determine, including a
                                                                            -
                                    chairman of the board and one or more
                                    -------------------------
                                    vice chairmen of the board.


                                    SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)

Date    July 18, 2000
        -----------------

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




























                                     - 23 -
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "GM 2ND QTR 2000 PRESS RELEASE", "secsgml_size_bytes": 85880}]
{"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": "674833"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265"}}
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) June 6, 2000
                                  ----------------

                           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.)

300 Renaissance Center, Detroit, Michigan                    48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                      - 1 -

ITEM 5. OTHER EVENTS

      On July 18,  2000,  a news  release  was  issued on the  subject of second
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q.  Following is
the  second  quarter  earnings  release  for GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated July 17, 2000.

 GM REPORTS RECORD SECOND-QUARTER REVENUE, NET INCOME AND EARNINGS PER SHARE

     DETROIT  --  General  Motors  Corp.  (NYSE:  GM)  today  reported  all-time
second-quarter-record  revenue, net income and earnings per share for the second
quarter of 2000.  Net income during the period  totaled $1.8  billion,  or $2.93
diluted  earnings per share of GM $1-2/3 par value common  stock,  driven by the
continued strong performance of GM's automotive and financial-services  sectors.
That compares with net income of $1.7 billion, or $2.66 per share, in the second
quarter of 1999, the previous second-quarter record. Following are key data from
the second quarter (see Highlights for details):

     - Net sales and revenues totaled $48.7 billion.
     - Net income totaled $1.8 billion.
     - GM's global automotive operations net income totaled $1.5 billion.
     - General Motors Acceptance Corp. (GMAC) net income totaled
       $395 million.

     "We  maintained  our momentum and  achieved  record-setting  second-quarter
results  due to the  continued  strong  performance  of  our  global  automotive
operations and GMAC," said GM Chairman John F. Smith, Jr.

     "Overall  corporate  revenue increased 8.2 percent in the second quarter of
2000,  compared  with  the same  period a year  ago,  reflecting  the  continued
implementation of our global growth strategy," Smith said.

     Cash,  marketable  securities,  and  assets  of  the  Voluntary  Employees'
Beneficiary   Association  (VEBA)  trust  invested  in  short-term  fixed-income
securities  totaled $13.3 billion at June 30, 2000, a level  consistent with the
$13.4 billion reported at March 31, 2000.  Strong operating cash flow during the
quarter allowed the corporation to fund capital expenditures,  dividends, and an
equity stake in Fuji Heavy Industries of Japan, while still maintaining a strong
cash reserve.

     GM's net margin was 3.6  percent  in the second  quarter of 2000,  compared
with  a  net  margin  of  3.8  percent  in  the  second  quarter  of  1999.  The
corporation's  four-quarter  rolling-average  return on net  assets  (RONA)  for
continuing operations,  excluding Hughes, was 13.1 percent for the period ending
June 30,  2000,  compared  with 11.2 percent in the  corresponding  year-earlier
four-quarter period.

     "We're  working as one company to maximize the strengths of our  automotive
operations,  which are  unmatched  in global  presence,  and our GMAC and Hughes
businesses,"  said G. Richard  Wagoner,  Jr., GM president  and chief  executive
officer. "We have a unique opportunity to leverage our massive customer base and
better serve customer needs throughout the world."

                                      - 2 -

     Following is a summary of income from GM's business  segments in the second
quarter of 2000,  compared  with the  prior-year  period (see  "Highlights"  for
additional information):

                  Second Quarter Income (Loss)    ($ in Millions)

                                             Second Quarter
                                            2000        1999
                                            ----        ----
          GM North America                $1,411      $1,483
          GM Europe                         $166        $187
          GM Latin America/Africa/Mid-East   $10        $(38)
          GM Asia Pacific                  $(123)       $(81)
                                           ------       -----

          Total Automotive                $1,464      $1,551

          GMAC                              $395        $391
          Hughes                            $(64)       $(92)
          Other                             $(44)      $(116)
                                            -----      ------

          Total Income from
            Continuing Operations         $1,751      $1,734

     "The key North  American and European  markets  remained very strong during
the second  quarter,  and our  automotive  operations in those regions  remained
solidly profitable. In addition, our Latin America/Africa/Mid East region posted
a significant profit turnaround with its third-consecutive profitable quarter, "
Wagoner said.

     The slight  decline  in total  automotive  earnings  was  primarily  due to
investments in North America for product  programs and  e-commerce  initiatives,
new-product  launch costs in Europe,  and losses at GM's affiliate Isuzu,  which
affected GM Asia Pacific.

     "GMAC's financing  operations remained strong and achieved a year-over-year
earnings  increase in the quarter despite the negative impact of rising interest
rates,"  Wagoner said. In addition,  GMAC's recent  new-business  investments in
commercial finance,  full-service leasing, and international mortgage operations
are  already  providing  a  positive  contribution  to the  bottom  line as GMAC
continues to expand both its range of products  and services and its  geographic
reach.

     Hughes  Electronics'  net sales and  revenues  increased 27 percent to $2.3
billion  in the  second  quarter of 2000,  from $1.8  billion in the  prior-year
period.  "The revenue  increase was primarily  driven by continued growth in the
DIRECTV business, which added a record 452,000 net new subscribers in the United
States  during the  quarter,"  said GM Vice  Chairman  Harry J. Pearce.  DIRECTV
continues  to  be  the  world's  largest  direct-to-home   provider  of  digital
entertainment programming with more than 8.7 million subscribers worldwide.

                                    # # #

     In this news release, use of the words anticipate, expect, should, believe,
plan, intensify,  overcome,  opportunities and similar words are associated with
forward-looking  statements  that are  inherently  subject to numerous risks and
uncertainties. Accordingly, there can be no assurance that the results described
in such forward-looking  statements will be realized. The principal risk factors
that may cause  actual  results to differ  materially  from those  expressed  in
forward-looking  statements  contained  in this news  release are  described  in
various documents filed by GM with the U.S. Securities and Exchange  Commission,
including  GM's  Annual  Report on Form 10-K for the year ended Dec.  31,  1999,
filed March 13, 2000, (at page II-20).

                                      - 3 -

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

                                                   2000      1999
                                                ---------  ---------

     Total net sales and revenues                $48,743   $45,067
                                                  ------    ------
     Income from continuing operations            $1,751    $1,734
     Income from discontinued operations               -       184
                                                  ------    ------
     Consolidated net income                      $1,751    $1,918
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $1,762    $1,754
       Discontinued operations                         -       184
                                                  ------    ------
       $1-2/3 par value                           $1,762    $1,938
       Class H                                      $(38)     $(27)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.99     $2.71
       Discontinued operations                         -      0.28
                                                  ------    ------
       $1-2/3 par value                            $2.99     $2.99
       Class H                                    $(0.07)   $(0.08)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $2.93     $2.66
       Discontinued operations                         -      0.28
                                                  ------    ------
       $1-2/3 par value                            $2.93     $2.94
       Class H                                    $(0.07)   $(0.08)(2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $0.50     $0.50
       Class H                                     $   -     $   -
     .............................................................
     Book Value Per Share of Common Stocks
                              June 30,      Dec. 31,     June 30,
                                2000         1999          1999
                              --------      -------      --------
       $1-2/3 par value        $38.44       $27.02         $20.02
       Class H                  $7.69        $5.40(2)       $4.00(2)
     .............................................................

   See footnotes beginning on page 7.

                                              continues

                                - 4 -

     HIGHLIGHTS - Q2 Net Income by Segment
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                      June 30,
                                               ---------------------
                                                 2000        1999
                                               --------     --------

     GM North America (GMNA)                    $1,411      $1,483
     GM Europe (GME)                               166         187
     GM Latin America/Africa/Mid-East (GMLAAM)      10         (38)
     GM Asia/Pacific (GMAP)                       (123)        (81)
                                                 -----       -----
       Total GM Automotive (GMA)                $1,464      $1,551
     Hughes (3)                                    (64)        (92)
     Other                                         (69)       (150)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $1,331      $1,309

     GMAC                                         $395        $391
     Other                                          25          34
                                                 -----       -----
       Total Financing and Insurance Operations   $420        $425
                                                 -----       -----
     Income from continuing operations          $1,751      $1,734
     Income from discontinued operations             -         184
                                                 -----       -----
     Consolidated Net Income                    $1,751      $1,918
                                                 =====       =====
     Net profit margin from
       Total GM Automotive (GMA)                   3.7%        4.1%
       Income from continuing operations           3.6%        3.8%

                                              Three Months Ended
                                               June 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $30,569  $7,142   $1,368     $790
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,059    $278     $(32)      $6
     Income tax expense (benefit)       645     115      (24)       1
     Equity income/(loss) and
       minority interests                (3)      3       18     (128)
                                      -----   -----    -----      ---
     Net income (loss)               $1,411    $166      $10    $(123)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.6%    2.3%    0.7%   (15.6%)
     Effective income tax rate         31.3%   41.4%   75.0%    16.7%

                                              Three Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $28,821  $7,001   $1,215     $715
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,139    $272     $(87)    $(36)
     Income tax expense (benefit)       677      84      (33)     (13)
     Equity income/(loss) and
       minority interests                21      (1)      16      (58)
                                      -----   -----    -----      ---
     Net income (loss)               $1,483    $187     $(38)    $(81)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.7%   (3.1%)  (11.3%)
     Effective income tax rate         31.7%   30.9%   37.9%    36.1%

See footnotes beginning on page 7.
                                                Continues

                                      - 5 -
HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                          June 30,
                                      --------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             684          664
                        Trucks           669          699
                                      ------       ------
         Total United States           1,353        1,363
       Canada and Mexico                 223          174
                                      ------       ------
           Total GM North America      1,576        1,537
                                      ------       ------
       GME                               539          556
       GMLAAM                            154          136
       GMAP                               95           98
                                      ------       ------
         Total International             788          790
                                      ------       ------
             Total Worldwide           2,364        2,327
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  242          240
                 - Trucks                468          476
       Pontiac                           165          178
       GMC                               150          149
       Buick                             111          127
       Oldsmobile                         81          101
       Saturn                             81           66
       Cadillac                           46           56
       Other                              11            3
                                      ------       ------
         Total United States           1,355        1,396
       Canada and Mexico                 197          193
                                      ------       ------
         Total GM North America        1,552        1,589
                                      ------       ------
       GME                               522          539
       GMLAAM                            144          126
       GMAP                              104          104
                                      ------       ------
         Total International             770          769
                                      ------       ------
             Total Worldwide           2,322        2,358
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.4%        30.3%
         Trucks                         27.3%        28.6%
           Total                        27.8%        29.5%
       Total North America              27.8%        29.3%
       Total Europe                      9.7%        10.1%
       Latin America (4)                20.5%        20.1%
       Asia and Pacific                  3.5%         3.7%
             Total Worldwide            15.6%        16.4%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.1%        25.6%
       % Fleet Sales - Trucks           18.2%        16.5%
       Total vehicles                   21.7%        21.2%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               69           64
       Trucks                             96           75
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   94.4%        90.7%
      .....................................................
      GMNA
       Net Price (%)                     0.0%        (0.2%)
      .....................................................
       See footnotes beginning on page 7.
                                               Continues
                                      - 6 -

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

                                      Three Months Ended
                                          June 30,
                                    ----------------------
                                       2000         1999
                                    --------     ---------

     Depreciation and Amortization (1)
       Depreciation                     $972       $1,068
       Amortization of special tools     661          635
       Amortization of intangible
         assets                           81           48
                                      ------        -----
            Total                     $1,714       $1,751
                                      ======        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)
       GMNA                              218          227
       GME                                90           83
       GMLAAM                             24           22
       GMAP                               11           10
       Hughes                             18           18
       GMAC                               27           26
       Other                              13           11
                                      ------       ------
         Total                           401          397
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,769      $5,584
     ....................................................

      (1)  Amounts exclude  depreciation  and  amortization  charges incurred by
           financing and insurance operations.
      (2)  The  1999  earnings  per  share  and book  value  per  share  amounts
           attributable  to the GM Class H common stock were restated to reflect
           the three-for-one  stock split of the GM Class H common stock, in the
           form of a 200% stock dividend, paid on June 30, 2000.
      (3)  Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and excludes  Hughes
           Series A Preferred Stock dividends payable to General Motors.
      (4)  Latin America excludes the Middle East and Africa.

                                      - 7 -

     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Six Months Ended
                                                     June 30,
                                               ---------------------
                                                  2000        1999
                                               ---------    ---------

     Total net sales and revenues                $95,601   $87,502
                                                  ------    ------
     Income from continuing operations            $3,534(5) $3,554
     Income from discontinued operations               -       426
                                                  ------    ------
     Consolidated net income                      $3,534(5) $3,980
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $3,549    $3,535
       Discontinued operations                         -       426
                                                  ------    ------
       $1-2/3 par value                           $3,549    $3,961
       Class H                                      $(71)      $(4)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.87     $5.44
       Discontinued operations                         -      0.65
                                                  ------    ------
       $1-2/3 par value                            $5.87     $6.09
       Class H                                    $(0.15)   $(0.01)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $5.74     $5.33
       Discontinued operations                         -      0.64
                                                  ------    ------
       $1-2/3 par value                            $5.74     $5.97
       Class H                                    $(0.15)   $(0.01)(2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.00     $1.00
       Class H                                     $   -     $   -
     .............................................................

   See footnotes beginning on page 11.

                                              continues

                                - 8 -

     HIGHLIGHTS - Q2 Net Income by Segment
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Six Months Ended
                                                   June 30,
                                               ---------------------
                                                 2000         1999
                                               --------     --------

     GM North America (GMNA)                    $2,700      $2,904
     GM Europe (GME)                               387         361
     GM Latin America/Africa/Mid-East (GMLAAM)      11         (63)
     GM Asia/Pacific (GMAP)                       (116)       (141)
                                                 -----       -----
       Total GM Automotive (GMA)                $2,982      $3,061
     Hughes (3)                                   (141)(5)     (14)
     Other                                        (105)       (291)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $2,736 (5)  $2,756

     GMAC                                         $792        $783
     Other                                           6          15
                                                 -----       -----
       Total Financing and Insurance Operations   $798        $798
                                                 -----       -----
     Income from continuing operations          $3,534 (5)  $3,554
     Income from discontinued operations             -         426
                                                 -----       -----
     Consolidated Net Income                    $3,534 (5)  $3,980
                                                 =====       =====
     Net profit margin from
      Total GM Automotive (GMA)                    3.8%        4.2%
      Income from continuing operations            3.7%        4.1%

                                              Six Months Ended
                                               June 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $59,813 $13,976   $2,758   $1,653
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $3,982    $627     $(68)     $33
     Income tax expense (benefit)     1,260     245      (47)      11
     Equity income/(loss) and
       minority interests               (22)      5       32     (138)
                                      -----  ------    -----    -----
     Net income (loss)               $2,700    $387      $11    $(116)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.5%    2.8%     0.4%    (7.0%)
     Effective income tax rate         31.6%   39.1%    69.1%    33.3%

                                              Six Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $56,227 $13,278   $2,248   $1,362
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $4,256    $553    $(145)    $(61)
     Income tax expense (benefit)     1,349     189      (69)     (19)
     Equity income/(loss) and
       minority interests                (3)     (3)      13      (99)
                                      -----  ------    -----    -----
     Net income (loss)               $2,904    $361     $(63)   $(141)
                                      =====  ======    =====    =====

     Net profit (loss) margin           5.2%    2.7%    (2.8%)  (10.4%)
     Effective income tax rate         31.7%   34.2%    47.6%    31.1%

See footnotes beginning on page 11.
                                                continues

                                - 9 -

HIGHLIGHTS - Q2 Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,306        1,335
                        Trucks         1,343        1,336
                                      ------       ------
         Total United States           2,649        2,671
       Canada and Mexico                 416          368
                                      ------       ------
           Total GM North America      3,065        3,039
                                      ------       ------
       GME                             1,038        1,025
       GMLAAM                            289          258
       GMAP                              211          191
                                      ------       ------
         Total International           1,538        1,474
                                      ------       ------
             Total Worldwide           4,603        4,513
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  475          451
                 - Trucks                921          853
       Pontiac                           320          332
       GMC                               289          270
       Buick                             214          235
       Oldsmobile                        158          195
       Saturn                            145          117
       Cadillac                           98           87
       Other                              18           18
                                      ------       ------
         Total United States           2,638        2,558
       Canada and Mexico                 355          345
                                      ------       ------
         Total GM North America        2,993        2,903
                                      ------       ------
       GME                             1,046        1,047
       GMLAAM                            282          252
       GMAP                              221          215
                                      ------       ------
         Total International           1,549        1,514
                                      ------       ------
             Total Worldwide           4,542        4,417
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.6%        30.8%
         Trucks                         27.7%        27.6%
           Total                        28.2%        29.2%
       Total North America              28.0%        29.0%
       Total Europe                      9.6%         9.8%
       Latin America (4)                20.0%        19.6%
       Asia and Pacific                  3.5%         3.6%
             Total Worldwide            15.3%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.9%        28.0%
       % Fleet Sales - Trucks           16.7%        15.3%
       Total vehicles                   21.9%        22.0%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   90.9%        89.1%
      .....................................................

       See footnotes beginning on page 11.
                                               Continues

                                     - 10 -

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

                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $1,962       $2,071
       Amortization of special tools   1,315        1,254
       Amortization of intangible
         assets                          152           79
                                       -----        -----
            Total                     $3,429       $3,404
                                       =====        =====
     ....................................................

     Worldwide Payrolls              $11,360      $10,981
     ....................................................

     (1) Amounts  exclude  depreciation  and  amortization  charges  incurred by
         financing and insurance operations.
     (2) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (3) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
     (4) Latin America excludes the Middle East and Africa.
     (5) Q1 2000 net income (loss) included a $13 million net loss at
         Hughes related to the discontinuation of DIRECTV Japan's operations and
         migration of its subscribers to SkyPerfecTV!. The net loss is comprised
         of a pre-tax charge of approximately $171 million,  partially offset by
         a $158 million tax benefit associated with DTVJ's higher tax basis.

   Note 1: Total cash of $13.3  billion  referenced  to in the press release
           includes $10.3 billion of cash and marketable  securities as well as
           $3.0  billion   invested  in  fixed   income,   securities   of  the
           Corporation's   $6.9  billion   Voluntary   Employees'   Beneficiary
           Association Trust.
   Note 2: The Corporation's 2000 second-quarter return on net assets (RONA)
           for continuing operations on an annualized basis,  excluding Hughes,
           was 14.8 percent.

                                     - 11 -

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                               (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues      $48,743   $45,067       $95,601   $87,502
                                   ------    ------        ------    ------
Cost of sales and other expenses   38,127    35,955        75,312    69,764
Selling, general, and
  administrative expenses           5,423     4,534        10,236     8,375
Interest expense                    2,358     1,794         4,586     3,639
                                  -------   -------       -------   -------
  Total costs and expenses         45,908    42,283        90,134    81,778
                                   ------    ------        ------    ------
Income from continuing operations
  before income taxes and minority
  interests                         2,835     2,784         5,467     5,724
Income tax expense                    929       956         1,712     1,985
Equity income/(loss) and minority
  interests                          (155)      (94)         (221)     (185)
                                   -------   ------       -------    ------
Income from continuing operations   1,751     1,734         3,534     3,554
Income from discontinued operations     -       184             -       426
                                   -------   ------       -------    ------
  Net income                        1,751     1,918         3,534     3,980
Dividends on preference stocks        (27)       (7)          (56)      (23)
                                   ------  --------       -------   -------
  Earnings attributable to common
  stocks                           $1,724    $1,911        $3,478    $3,957
                                    =====     =====         =====     =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value
  Continuing operations             $2.99     $2.71         $5.87     $5.44
  Discontinued operations               -      0.28             -      0.65
                                   ------      ----        ------      ----
Earnings per share attributable
  to $1-2/3 par value               $2.99     $2.99         $5.87     $6.09
                                    =====     =====         =====     =====

Earnings per share attributable
  to Class H                       $(0.07)   $(0.08)       $(0.15)   $(0.01)
                                   ======    ======        ======    ======

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations             $2.93     $2.66         $5.74     $5.33
  Discontinued operations               -      0.28             -      0.64
                                   ------      ----        ------      ----
Earnings per share attributable
  to $1-2/3 par value               $2.93     $2.94         $5.74     $5.97
                                    =====     =====         =====     =====

Earnings per share attributable
  to Class H                       $(0.07)   $(0.08)       $(0.15)   $(0.01)
                                   ======    ======        ======    ======

                                     - 12 -

                CONSOLIDATED STATEMENTS OF INCOME - concluded
                                   (Unaudited)

                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                                            (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues      $42,870   $40,117       $84,065  $77,640
                                   ------    ------        ------   ------
Cost of sales and other expenses   36,260    34,353        71,581   66,510
Selling, general, and
  administrative expenses           4,032     3,402         7,539    6,162
                                    -----     -----         -----    -----

  Total costs and expenses         40,292    37,755        79,120   72,672
                                   ------    ------        ------   ------
Interest expense                      222       180           438      374
Net expense from transactions
  with Financing and Insurance
  Operations                          172        66           311      160
                                    ------  -------        ------   ------
Income from continuing operations
  before income taxes and
  minority interests                2,184     2,116         4,196    4,434
Income tax expense                    698       720         1,240    1,508
Equity income/(loss) and minority
  interests                          (155)      (87)         (220)    (170)
                                     ----       ---          ----     ----

Income from continuing operations   1,331     1,309         2,736    2,756
Income from discontinued operations     -       184             -      426
                                    -----    ------        ------   ------
  Net income - Automotive,
    Communications Services, and
    Other Operations               $1,331    $1,493        $2,736   $3,182
                                    =====     =====         =====    =====

                                  Three Months Ended       Six Months Ended
                                        June 30,              June 30,
                                        --------              --------
                                    2000      1999          2000      1999
                                    ----      ----          ----      ----
                                            (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                     $5,873    $4,950       $11,536   $9,862
                                    -----     -----        ------    -----

Interest expense                    2,136     1,614         4,148    3,265
Depreciation and amortization
  expense                           1,483     1,275         3,006    2,547
Operating and other expenses        1,391     1,132         2,697    2,213
Provision for financing and
  insurance losses                    384       327           725      707
                                    -----     -----        ------    -----
  Total costs and expenses          5,394     4,348        10,576    8,732
                                    -----     -----        ------    -----
Net income from transactions with
  Automotive, Communications
  Services, and Other Operations     (172)      (66)         (311)    (160)
                                      ---      ----        ------   ------
Income before income taxes and
  minority interests                  651       668         1,271    1,290
Income tax expense                    231       236           472      477
Equity income/(loss) and minority
  interests                             -        (7)           (1)     (15)
                                      ---      ----          ----     ----

  Net income - Financing and
    Insurance Operations             $420      $425          $798     $798
                                     ====      ====          ====     ====

                                     - 13 -

                           CONSOLIDATED BALANCE SHEETS

                                              June 30,               June 30,
                                                2000     Dec. 31,      1999
GENERAL MOTORS CORPORATION AND SUBSIDIARIES  (Unaudited)  1999     (Unaudited)
                                             ----------- --------  -----------
           ASSETS                                  (Dollars in Millions)
Automotive, Communications Services, and
  Other Operations
Cash and cash equivalents                      $9,441    $9,730      $11,997
Marketable securities                             893     1,698        1,666
                                             --------   -------      -------
  Total cash and marketable securities         10,334    11,428       13,663
Accounts and notes receivable
  (less allowances)                             5,968     5,093        6,349
Inventories (less allowances)                  11,680    10,638       10,766
Equipment on operating leases
  (less accumulated depreciation)               5,973     5,744        6,394
Deferred income taxes and other current assets  9,678     9,006        6,232
                                              -------   -------      -------
  Total current assets                         43,633    41,909       43,404
Equity in net assets of nonconsolidated
  associates                                    3,377     1,711        1,691
Property - net                                 33,436    32,779       31,509
Intangible assets - net                         8,726     8,527       11,934
Deferred income taxes                          13,456    15,277       18,297
Other assets                                   30,207    25,358       14,016
                                               ------    ------       ------

  Total Automotive, Communications Services,
    and Other Operations assets               132,835   125,561      120,851
Financing and Insurance Operations
Cash and cash equivalents                         692       712        2,694
Investments in securities                       9,447     9,110        8,499
Finance receivables - net                      85,782    80,627       74,305
Investment in leases and other receivables     37,883    36,407       33,451
Other assets                                   23,528    21,312       16,660
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                          1,182     1,001          478
                                                -----     -----          ---
  Total Financing and Insurance Operations
    assets                                    158,514   149,169      136,087
                                              -------   -------      -------
Total assets                                 $291,349  $274,730     $256,938
                                             ========  ========     ========

               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services, and Other Operations
Accounts payable (principally trade)          $17,329   $17,254      $15,814
Loans payable                                   2,554     1,991          854
Accrued expenses                               32,527    32,854       34,530
Net payable to Financing and Insurance
  Operations                                    1,182     1,001          478
                                               ------   -------     --------
  Total current liabilities                    53,592    53,100       51,676
Long-term debt                                  8,518     7,415        7,408
Postretirement benefits other than pensions    33,931    34,166       34,317
Pensions                                        3,338     3,339        3,149
Other liabilities and deferred income taxes    17,279    17,426       17,928
                                             --------  --------     --------
  Total Automotive, Communications Services,
    and Other Operations liabilities          116,658   115,446      114,478
Financing and Insurance Operations
Accounts payable                                4,611     4,262        4,786
Debt                                          128,164   122,282      110,135
Other liabilities and deferred income taxes    12,161    11,282       10,517
                                             --------  --------     --------
  Total Financing and Insurance Operations
    liabilities                               144,936   137,826      125,438
Minority interests                                647       596          591
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary trusts
  holding solely junior subordinated debentures
  of General Motors
    Series D                                        -        79           79
    Series G                                      139       139          141
Stockholders' equity
$1-2/3 par value common stock
  (issued, 536,912,451; 619,412,233 and
  645,004,212 shares)                             895     1,033        1,075
Class H common stock
  (issued, 873,646,596; 411,345,561 and
  404,921,520 shares)                              87        14           11
Capital surplus (principally additional
  paid-in capital)                             19,668    13,794       15,533
Retained earnings                               9,816     6,961        5,045
                                              -------   -------      -------
    Subtotal                                   30,466    21,802       21,664
Accumulated foreign currency translation
  adjustments                                  (2,252)   (2,033)      (1,987)
Net unrealized gains on securities                876       996          561
Minimum pension liability adjustment             (121)     (121)      (4,027)
                                               ------    ------        -----
    Accumulated other comprehensive loss       (1,497)   (1,158)      (5,453)
                                             --------  --------     --------
      Total stockholders' equity               28,969    20,644       16,211
                                             --------  --------     --------
Total liabilities and stockholders' equity   $291,349  $274,730     $256,938
                                             ========  ========     ========

Reference should be made to the notes to consolidated financial statements.

                                     - 14 -

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
Six Months Ended June 30,
                                                         -------------------------
                                                     2000                         1999
                                                     ----                         ----
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and        Comm.Serv.         and
                                           and Other      Insurance     and Other       Insurance
                                           ---------      ---------     ---------       ---------
                                                           (Dollars in Millions)
Net cash provided by operating activities   $6,065         $3,283        $12,803         $8,539

Cash flows from investing activities
Expenditures for property                   (3,791)          (213)        (3,019)          (106)
Investments in marketable securities
  - acquisitions                            (1,399)       (11,823)        (3,119)       (10,620)
Investments in marketable securities
  - liquidations                             2,204         11,836          1,855         10,313
Mortgage servicing rights - acquisitions         -           (398)             -           (662)
Mortgage servicing rights - liquidations         -              -              -              4
Finance receivables - acquisitions               -       (108,780)             -        (90,613)
Finance receivables - liquidations               -         73,835              -         67,691
Proceeds from sales of finance receivables       -         28,906              -         18,683
Operating leases - acquisitions             (2,026)        (8,883)        (4,613)        (8,201)
Operating leases - liquidations              1,788          4,602          2,889          4,007
Investments in companies, net of cash
  acquired                                  (1,554)             -         (2,558)          (126)
Net investing activity with Financing and
  Insurance Operations                        (998)             -             75              -
Other                                         (371)           151           (876)           997
                                              ----            ---           ----            ---
Net cash used in investing activities       (6,147)       (10,767)        (9,366)        (8,633)
                                             -----         ------          -----          -----

Cash flows from financing activities
Net increase (decrease) in loans payable       488          2,127           (393)        (5,642)
Long-term debt-borrowings                    3,296         12,619          2,433         15,248
Long-term debt-repayments                   (3,216)        (8,098)        (2,130)        (7,230)
Net financing activity with Automotive,
  Communications Services, and Other
  Operations                                     -            998              -            (75)
Repurchases of common and preference stocks   (417)             -         (1,868)             -
Proceeds from issuing common and preference
  stocks                                       304              -          1,799              -
Cash dividends paid to stockholders           (679)             -           (673)             -
                                               ---         ------          -----          -----
Net cash (used in) provided by financing
  activities                                  (224)         7,646           (832)         2,301
                                              ----          -----           ----          -----

Effect of exchange rate changes on cash and
  cash equivalents                            (164)            (1)          (126)             3
Net transactions with Automotive/Financing
  Operations                                   181           (181)          (338)           338
                                               ---           ----           ----            ---
Net cash (used in) provided by continuing
  operations                                  (289)           (20)         2,141          2,548
Net cash provided by discontinued operations     -              -            128              -
                                             -----           ----         ------         ------
Net (decrease) increase in cash and cash
  equivalents                                 (289)           (20)         2,269          2,548
Cash and cash equivalents at beginning of
  the period                                 9,730            712          9,728            146
                                             -----            ---          -----            ---
Cash and cash equivalents at end of the
  period                                    $9,441           $692        $11,997         $2,694
                                            ======           ====        =======         ======
- 15 -

                      Hughes Reports 40% Revenue growth and
                       44% EBITDA growth in Second Quarter

  Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
                        and Increased Sales at PanAmSat;
              Galaxy Latin America Signs Up 1 Millionth Subscriber

      El  Segundo,  Calif.,  July 17,  2000 --  Hughes  Electronics  Corporation
(Hughes),  the world's  leading  provider of digital  television  entertainment,
satellite services and satellite-based private business networks, today reported
second quarter 2000 revenues increased 39.6% to $1,837.0 million,  compared with
$1,316.1  million  in the  second  quarter  of  1999.  EBITDA1  for the  quarter
increased  44.5% to $179.6  million  and EBITDA  margin1  was 9.8%,  compared to
EBITDA of $124.3  million  and EBITDA  margin of 9.4% in the  second  quarter of
1999.

      "We're continuing to see excellent growth in DIRECTV subscribers, which is
driving our  revenue,"  explained  Michael T. Smith,  Hughes  chairman and chief
executive  officer.   "This  growth  is  being  fueled  by  particularly  strong
subscriber  additions  in  our  urban  and  suburban  markets,   driven  by  the
introduction of local channels and growing demand for our unparalleled service."

      Additionally,  Hughes'  78%-owned Latin American  DIRECTV service achieved
its milestone 1 millionth subscriber in June. "We're also seeing an acceleration
in the growth of our Latin American  business with  subscriber  growth more than
doubling in the second quarter," Smith added.

      "PanAmSat also contributed to our solid second quarter revenue growth with
the addition of several new sales-type leases of satellite transponders,  and it
was the major contributor to our EBITDA growth in the quarter," Smith continued.
"With the launch of PAS-9 scheduled for this month, more than half of PanAmSat's
satellite  fleet  expansion plan will be complete,  positioning  them for future
growth."

      Hughes had a second  quarter  2000 loss2 of $63.8  million,  compared to a
loss2 of $92.3 million in the same period for 1999. The lower loss was primarily
due to the net effect of a one-time second quarter 1999 after-tax  charge of $76
million due to increased  development costs and schedule delays in the satellite
manufacturing  businesses,  which are now  reported as  discontinued  operations
pending the closure of their sale to The Boeing  Company.  The higher  EBITDA in
the current quarter was offset by an increase in depreciation  and  amortization
resulting  principally from the mid-1999  acquisitions of USSB and PRIMESTAR and
higher net interest expense.

                           Six-Month Financial Review

      For the first half of 2000,  revenues increased 58.4% to $3,540.1 million,
compared  to  $2,234.5  million  in the  first  half of 1999.  This  growth  was
primarily  the  result of record  subscriber  growth at  DIRECTV  in the  United
States,  as well as additional  revenues  resulting  from the USSB and PRIMESTAR
transactions,  higher  outright  sales and  sales-type  leases at PanAmSat,  and
additional DIRECTV equipment sales at Hughes Network Systems.

                                      - 16 -

      EBITDA  for the first six  months of 2000 was  $332.3  million  and EBITDA
margin was 9.4%, compared to EBITDA of $235.3 million and EBITDA margin of 10.5%
in the same period of 1999. The increase in EBITDA was primarily attributable to
higher outright sales and sales-type  leases at PanAmSat.  The decline in margin
is mainly  attributable  to the increased  marketing  costs  associated with the
record  subscriber  growth at DIRECTV in the United States and in Latin America,
and the lower margins  associated with PanAmSat's  outright sales and sales-type
leases.

      For the first six months of 2000, losses2 totaled $140.4 million, compared
to losses2 of $14.0  million in 1999.  The higher loss was  primarily  due to an
increase  in  depreciation  and  amortization  resulting  principally  from  the
mid-1999 acquisitions of USSB and PRIMESTAR, higher net interest expense, and an
increase in Hughes'  portion of the operating  losses of DIRECTV Japan (reported
in "Other,  net").  Additionally,  in the first  quarter of 2000,  Hughes took a
one-time pre-tax charge of $171 million (also reported in "Other,  net") related
to its agreement with SkyPerfecTV!  and the discontinuation of the DIRECTV Japan
business.  The after-tax impact of this charge was a loss of $13 million,  which
includes the tax benefits  associated  with the write-off of Hughes'  historical
investments in DIRECTV Japan.  These increased  losses were partially  offset by
the higher EBITDA.

                  Segment Financial Review: Second Quarter 2000
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  increased  43.9% to  $1,252.2
million  from  $870.2  million in the second  quarter of 1999.  The  segment had
negative EBITDA of $14.0 million  compared with negative EBITDA of $11.5 million
in the second quarter of 1999.

      United States:  DIRECTV reported  quarterly  revenues of $1,129 million, a
45% increase  from last year's  second  quarter  revenues of $778  million.  The
increase was due to continued  strong  subscriber  growth as well as  additional
revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  452,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 24%  increase  over  the  364,000  net new
subscribers added in the second quarter of 1999. In addition,  430,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power   service  in  the  quarter.   As  of  June  30,  2000,  DIRECTV  had
approximately 8.7 million subscribers, including approximately 435,000 customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the second  quarter of 2000 was $26 million  compared to EBITDA
of $13 million in last year's second quarter.  This increase was principally due
to higher EBITDA attained from the larger high-power subscriber base, which more
than offset the higher  marketing costs  associated  with the record  subscriber
growth  in the  quarter,  as well as  EBITDA  contributions  from  the  USSB and
PRIMESTAR transactions.

     Latin America: The DIRECTV business in Latin America generated $122 million
in revenues for the quarter,  up 58% over the $77 million reported in the second
quarter of 1999. This increase was due to continued strong subscriber growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)3.

      The DIRECTV  service in Latin America added 101,000 net new subscribers in
the second quarter of 2000, a 115% increase over the 47,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
June 30, 2000 was 1,010,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $40 million
compared  to negative  EBITDA of $18  million  for the same period in 1999.  The
change was  primarily due to the impact of the  consolidation  of GLB and higher
marketing expenses associated with the record subscriber growth.

                                      - 17 -

      Japan:  Hughes'  share of DIRECTV  Japan's  loss was $25  million  for the
quarter,  compared  with a loss of $23  million in the  second  quarter of 1999.
Hughes will continue to report its share of DIRECTV  Japan's  losses  throughout
2000, during which time the business is expected to be discontinued.

                               Satellite Services

      PanAmSat,  which is 81% owned by Hughes,  generated  second  quarter  2000
revenues of $322.3  million  compared  with $200.4  million in the prior  year's
period.  The 60.8%  increase  was driven by new  sales-type  leases of satellite
transponders totaling $123 million, primarily on the recently launched Galaxy XR
and Galaxy IVR  satellites  serving  customers in the United  States and Mexico,
respectively.  Revenues  from outright  sales and  sales-type  leases  represent
substantial  long-term  commitments for PanAmSat services and these transactions
are subject to greater  variation from period to period than are operating lease
revenues.
      Second  quarter  2000 EBITDA for the segment was $221.4  million,  a 46.7%
increase  over second  quarter  1999 EBITDA of $150.9  million.  The increase in
EBITDA  was due to the new  sales-type  leases in the  second  quarter  of 2000.
EBITDA margin in the second quarter of 2000 was 68.7%,  compared to 75.3% in the
same period of 1999.  This decline was due to the lower margins  associated with
the new sales-type leases.

                                 Network Systems

      Hughes  Network  Systems  (HNS) grew second  quarter 2000 revenues 9.0% to
$371.8  million,  versus  $341.1  million  in the second  quarter  of 1999.  The
increased  revenues were driven  principally by higher sales of DIRECTV receiver
equipment. HNS shipped 913,000 DIRECTV receiver systems in the second quarter of
2000,  compared to 495,000 units in the same period last year.  These gains were
partially offset by lower revenues in HNS's wireless  equipment  business due to
the  discontinuation  of certain  narrowband  wireless  businesses  announced in
January, 2000.

      In the quarter,  HNS attained  EBITDA of $0.8 million and EBITDA margin of
0.2%,  compared  to EBITDA of $29.5  million  and 8.6% in the second  quarter of
1999.  The  decline in EBITDA and EBITDA  margin is  primarily  attributable  to
increased  investment in the `AOL Plus Powered by DirecPC' broadband product and
lower revenues  resulting from the  discontinuation  of the narrowband  wireless
businesses.

                                  BALANCE SHEET

      From December 31, 1999 to June 30, 2000, the Company's  consolidated  cash
balance  increased  $39.4  million to $277.6  million  and total debt  increased
$625.9  million to $2,767.3  million.  The principal cash  requirements  for the
first six  months of 2000 were  related to capital  expenditures  for  property,
plant, equipment and satellites.

      Hughes  Electronics  Corporation is a unit of General Motors  Corporation.
The earnings of Hughes are used to calculate the earnings per share attributable
to the General Motors Class H common stock (NYSE:GMH).

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.

                                      - 18 -
---------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
  sum of operating profit (loss) and depreciation and amortization.  EBITDA
  margin is calculated by dividing EBITDA by total revenues.
2 Equals  reported  Net Loss  excluding  the  effects  of  purchase  accounting
  adjustments  related to General Motors'  acquisition of Hughes in 1985.
3 Galaxy Brasil,  Ltda. (GLB) is the local operating company providing DIRECTV
  service in Brazil,  and its results have been  consolidated  since July of
  1999 when Hughes purchased a majority ownership position.

                                       ###

                                      - 19 -

STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Six Months Ended
                                   Second Quarter              June 30,
                                   --------------              --------
                                   2000        1999        2000        1999
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,565.4    $1,060.9    $3,037.8    $1,802.0
Product sales                      271.6       255.2       502.3       432.5
----------------------------------------------------------------------------
   Total Revenues                1,837.0     1,316.1     3,540.1     2,234.5
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and
  other costs                      686.7       478.3     1,354.5       778.0
Cost of products sold              234.7       207.8       433.0       358.2
Selling, general, and
  administrative expenses          736.0       505.7     1,420.3       863.0
Depreciation and amortization      224.6       153.2       434.8       271.3
----------------------------------------------------------------------------
   Total Operating Costs and
     Expenses                    1,882.0     1,345.0     3,642.6     2,270.5
----------------------------------------------------------------------------
Operating Loss                     (45.0)      (28.9)     (102.5)      (36.0)

Interest income                      4.3         4.6         8.2        18.2
Interest expense                   (57.8)      (12.4)     (102.7)      (19.3)
Other, net                         (43.3)      (34.1)     (282.5)      (64.7)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (141.8)      (70.8)     (479.5)     (101.8)

Income tax benefit                 (54.8)       (9.5)     (276.6)      (22.9)
Minority interests in net losses
  of subsidiaries                    4.5         6.8        12.1        13.3
----------------------------------------------------------------------------
Loss from continuing operations    (82.5)      (54.5)     (190.8)      (65.6)

Income (loss) from discontinued
  operations, net of taxes          13.4       (43.1)       39.8        41.0
----------------------------------------------------------------------------
Net Loss                           (69.1)      (97.6)     (151.0)      (24.6)
Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Loss Excluding the Effect of
  GM Purchase Accounting
  Adjustments                      (63.8)      (92.3)     (140.4)      (14.0)
Preferred stock dividends          (24.1)       (1.6)      (48.8)       (1.6)
-----------------------------------------------------------------------------
Loss Used for Computation of
   Available Separate Consolidated
   Net Loss                       ($87.9)     ($93.9)    ($189.2)     ($15.6)
=============================================================================
Available Separate Consolidated Net Loss
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      562.7       363.0       488.0       340.8
Average Class H dividend base
  (in millions)(Denominator)     1,297.0     1,244.7     1,295.8     1,222.5
Available Separate Consolidated
  Net Loss                        ($38.1)     ($27.4)     ($71.3)      ($4.3)
=============================================================================

Certain   1999  amounts  have  been   reclassified   to  conform  with  the
2000 presentation.

                                      - 20 -

SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
                                                         Six Months Ended
                                    Second Quarter           June 30,
                                    ---------------------------------------
                                   2000        1999      2000        1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,252.2      $870.2  $2,426.0    $1,426.8
EBITDA (1)                        $(14.0)     $(11.5)   $(23.2)      $(9.1)
Operating Loss                   $(134.8)     $(73.1)  $(260.8)     $(98.0)
Depreciation and Amortization     $120.8       $61.6    $237.6       $88.9
Capital Expenditures (2)           219.1       $78.2     387.1      $155.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $322.3      $200.4    $621.4      $393.9
EBITDA (1)                        $221.4      $150.9    $422.4      $296.9
EBITDA Margin (1)                   68.7%       75.3%     68.0%       75.4%
Operating Profit                  $139.8       $82.4    $267.1      $160.7
Operating Profit Margin             43.4%       41.1%     43.0%       40.8%
Depreciation and Amortization      $81.6       $68.5    $155.3      $136.2
Capital Expenditures (3)           $50.2      $135.4    $208.2      $475.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $371.8      $341.1    $736.3      $572.0
EBITDA (1)                          $0.8       $29.5     $17.6       $30.7
EBITDA Margin (1)                    0.2%        8.6%      2.4%        5.4%
Operating Profit (Loss)           $(17.1)       $9.7    $(17.0)      $(8.2)
Operating Profit Margin            N/A           2.8%      N/A         N/A
Depreciation and Amortization      $17.9       $19.8     $34.6       $38.9
Capital Expenditures (4)           $94.2       $70.6    $161.8       $72.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(109.3)     $(95.6)  $(243.6)    $(158.2)
EBITDA (1)                        $(28.6)     $(44.6)   $(84.5)     $(83.2)
Operating Loss                    $(32.9)     $(47.9)   $(91.8)     $(90.5)
Depreciation and Amortization       $4.3        $3.3      $7.3        $7.3
Capital Expenditures                $1.6      $(18.4)    $22.3      $(50.6)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,837.0    $1,316.1  $3,540.1    $2,234.5
EBITDA (1)                        $179.6      $124.3    $332.3      $235.3
EBITDA Margin (1)                    9.8%        9.4%      9.4%       10.5%
Operating Loss                    $(45.0)     $(28.9)  $(102.5)     $(36.0)
Depreciation and Amortization     $224.6      $153.2    $434.8      $271.3
Capital Expenditures              $365.1      $265.8    $779.4      $653.2
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and  Amortization) is
   the sum of operating profit (loss) and depreciation and amortization.  EBITDA
   margin is calculated by dividing EBITDA by total revenues.
(2)Includes  expenditures  related to  satellites  amounting  to $24.1  million,
   $22.5 million, $35.7 million, and $75.5 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $31.1  million,
   $125.9  million,  $177.1  million,  and $315.6  million,  respectively.  Also
   included  in the first six  months of 1999 is $141.3  million  related to the
   early buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $70.8  million,
   $46.9 million, $124.5 million, and $46.9 million, respectively.

                                      - 21 -

BALANCE SHEET
(Dollars in Millions)
                                                    June 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $277.6           $238.2
Accounts and notes receivable                       1,048.8            960.9
Contracts in process                                  148.3            155.8
Inventories                                           327.8            236.1
Net assets of discontinued operations               1,201.3          1,224.6
Deferred income taxes                                 536.6            254.3
Prepaid expenses and other                            776.3            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,316.7          3,858.0
Satellites - net                                    4,096.1          3,907.3
Property - net                                      1,441.0          1,223.0
Net Investment in Sales-type Leases                   262.5            146.1
Intangible Assets - net                             7,271.2          7,406.0
Investments and Other Assets                        2,336.8          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $19,724.3        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,044.7         $1,062.2
Deferred revenues                                     147.0            130.5
Short-term borrowings and current portion of
  long-term debt                                      850.8            555.4
Accrued liabilities and other                       1,244.5            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,287.0          2,642.1
Long-Term Debt                                      1,916.5          1,586.0
Other Liabilities and Deferred Credits              1,431.9          1,454.2
Deferred Income Taxes                                 940.0            689.1
Commitments and Contingencies
Minority Interests                                    592.2            544.3
Stockholder's Equity                               11,556.7         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $19,724.3        $18,597.0
============================================================================

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).

                                      - 22 -

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

      (c)  Exhibit

      Exhibit 3(i) The Restated  Certificate of  Incorporation of General Motors
      Corporation  was amended on June 6, 2000, by deleting the first  paragraph
      of Article  FOURTH  thereof in its entirety and inserting the following in
      lieu thereof:

      FOURTH.  The  total  authorized  capital  stock of the  Corporation  is as
      follows:   5,706,000,000  shares,  of  which  6,000,000  shares  shall  be
      Preferred Stock, without par value ("Preferred Stock"), 100,000,000 shares
      shall be  Preference  Stock,  $0.10 par value  ("Preference  Stock"),  and
      5,600,000,000  shares shall be Common Stock, of which 2,000,000,000 shares
      shall  be  Common  Stock,   $1-2/3  par  value   ("Common   Stock"),   and
      3,600,000,000  shares  shall be  Class H Common  Stock,  $0.10  par  value
      ("Class H Common Stock").

      The  following  footnote will now be associated  with the  Certificate  of
      Incorporation at Article Fourth, paragraph (b) and (d):

      The  voting  and  liquidation  rights of the GM Class H common  stock were
      calculated to be 0.6 votes per share and 0.6  liquidation  units per share
      subsequent  to the  restructuring  of  Hughes on  December  17,  1997.  In
      accordance  with the  adjustment  provisions  contained in  paragraph  (e)
      hereof,  as a  result  of a  three-for-one  stock  split of the GM Class H
      common stock, in the form of a 200% stock dividend, paid on June 30, 2000,
      the  voting  and  liquidation  rights of the GM Class H common  stock were
      reduced  to 0.2 votes per  share  and 0.2  liquidation  units per share in
      order to avoid dilution in the aggregate  voting or liquidation  rights of
      any class.

      Exhibit 3(ii) The By-Laws of General  Motors  Corporation,  was amended on
      June 6, 2000,  reflecting  amendments  to  paragraph  3 of Section  2.6 of
      Article  II;  paragraph  4 of Section  2.6 of Article  II;  paragraph 2 of
      Section 3.1 of Article III; Section 3.4 of Article III; and Section 4.1 of
      Article IV as described below:

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

      2.6 Organization.
      Paragraph 3                   The board of directors may also elect one
                                    of its members as vice chairman of the
                                    board of directors who shall have such
                                    duties and responsibilities as are
                                    provided by these by-laws or may be
                                    directed by the board of directors, the
                                    chairman of the board, or the chairman of
                                    the committee on director affairs of the
                                        -----------------------------
                                    board of directors.

      2.6 Organization.
      First sentence of
      paragraph 4                   In the absence of the chairman of the
                                    board of directors, the vice chairman, or
                                    in his absence, the chairman of the
                                                                    ---
                                    committee on director affairs of the
                                    -----------------------------
                                    board of directors, or in his absence, a
                                    member of the board selected by the
                                    members present, shall preside at
                                    meetings of the board.

                                     - 23 -

      3.1 Committees of the
      Board of Directors.
      First sentence of
      paragraph 2                   The following committees shall be
                                    standing committees of the board: the
                                                                    -----
                                    investment funds committee, the audit
                                    committee, the executive compensation
                                    committee, the public policy committee,
                                    the committee on director affairs and the
                                    capital stock committee.

      3.4 Executive Committee.      Deleted, resulting in Section 3.5 through
                                    3.10 being renumbered to 3.4 through 3.9
                                    accordingly.

      4.1 Elected Officers.
      Penultimate sentence          The board of directors may also elect
                                    persons to hold such other offices and
                                                                       ---
                                    have such responsibilities as the board
                                    --------------------------
                                    of directors shall determine, including a
                                                                            -
                                    chairman of the board and one or more
                                    -------------------------
                                    vice chairmen of the board.

                                    SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)

Date    July 18, 2000
        -----------------

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

                                     - 23 -