UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported) December 6, 2005



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



             STATE OF DELAWARE                  1-143           38-0572515
             -----------------                  -----           ----------
         (State or other jurisdiction of     (Commission     (I.R.S. Employer
         Incorporation or Organization)      File Number)   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
                                                           --------------








================================================================================
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



ITEM 5.03  AMENDMENT OF BYLAWS


Section 3.4 of the General Motors Corporation Bylaws is amended to read in its
entirety as follows:

     3.4   Investment Funds Committee.

     The investment funds committee shall be responsible for assisting the board
     of directors with its general oversight responsibility for the investment
     funds of the Corporation and its subsidiaries. The committee shall serve,
     where it is designated by the governing documents, as a named fiduciary of
     the defined benefit employee benefit plans of the Corporation and any
     subsidiary of the Corporation that are covered by the Employee Retirement
     Income Security Act of 1974 (ERISA) where and to the extent that it is
     designated by the plan's governing documents. In addition, the committee
     shall report annually to the board regarding the performance of the named
     fiduciaries and administrators of such plans of their responsibilities
     under ERISA, and the investment activity of the defined benefit plans among
     such plans. The board and management of the Corporation and its
     subsidiaries shall retain all authority to determine the amount and timing
     of any future funding of such plans.



                                      # # #



                                   SIGNATURES

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


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


Date:  December 7, 2005              By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)
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{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00043", "film-number": "051249876"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) December 6, 2005

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

             STATE OF DELAWARE                  1-143           38-0572515
             -----------------                  -----           ----------
         (State or other jurisdiction of     (Commission     (I.R.S. Employer
         Incorporation or Organization)      File Number)   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
                                                           --------------

================================================================================
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03  AMENDMENT OF BYLAWS

Section 3.4 of the General Motors Corporation Bylaws is amended to read in its
entirety as follows:

     3.4   Investment Funds Committee.

     The investment funds committee shall be responsible for assisting the board
     of directors with its general oversight responsibility for the investment
     funds of the Corporation and its subsidiaries. The committee shall serve,
     where it is designated by the governing documents, as a named fiduciary of
     the defined benefit employee benefit plans of the Corporation and any
     subsidiary of the Corporation that are covered by the Employee Retirement
     Income Security Act of 1974 (ERISA) where and to the extent that it is
     designated by the plan's governing documents. In addition, the committee
     shall report annually to the board regarding the performance of the named
     fiduciaries and administrators of such plans of their responsibilities
     under ERISA, and the investment activity of the defined benefit plans among
     such plans. The board and management of the Corporation and its
     subsidiaries shall retain all authority to determine the amount and timing
     of any future funding of such plans.

                                      # # #

                                   SIGNATURES

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

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

Date:  December 7, 2005              By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)