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





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



          Date of Report
(Date of earliest event reported) January 20, 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
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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
















                                      - 1 -

ITEM 5. OTHER EVENTS

     On January  20,  2000,  a news  release was issued on the subject of fourth
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 Annual Report on Form 10-K. Following is the
fourth quarter earnings release for GM, and their subsidiary Hughes  Electronics
Corporation's (Hughes) earnings release dated January 19, 2000.


                GM REPORTS RECORD ANNUAL REVENUES OF $176.6 BILLION FOR 1999
              REVENUE GROWTH DRIVES RECORD ANNUAL EARNINGS OF $8.53 PER SHARE

     DETROIT -- Record  calendar-year  revenues and earnings were reported today
by General  Motors Corp.  (NYSE:  GM) on  continued  strong  performance  by its
automotive  operations and record  earnings at General Motors  Acceptance  Corp.
(GMAC).

     -  GM's consolidated net sales and revenues totaled a record $176.6 billion
        in  calendar-year  1999,  an increase of 13.6 percent  compared with the
        prior year when revenues were $155.4 billion.
     -  The revenue growth in 1999 helped drive a record $8.53 diluted  earnings
        per share of GM $1-2/3 par value  common  stock for the  calendar  year,
        compared with $4.32 per share in 1998.
     -  Income during 1999 totaled $5.6 billion, compared with $3.0 billion in
        the prior year.
     -  Excluding  special items (see  "Highlights"  for  details),  1999 income
        totaled a record $5.7 billion, or $8.62 per share.
     -  GM's  global  automotive  operations  generated  record  income  of $5.0
        billion  in 1999,  driven by GM North  America's  record  income of $4.8
        billion.
     -  GMAC had record income totaling $1.5 billion in 1999.
     -  GM's fourth-quarter-1999 revenues totaled $46.3 billion, compared with
        $44.6 billion in 1998.
     -  Income for the fourth quarter of 1999 totaled $1.1 billion, or $1.86 per
        share, compared with $1.7 billion, or $2.48 per share, in the prior-year
        period.

     "We're pleased that our financial  performance remained on track even as we
faced  unceasing  competitive  pressures,"  said GM Chairman and Chief Executive
Officer John F. Smith,  Jr.  "Record  market  demand in North America and Europe
fueled  increased sales of GM vehicles in these intensely  competitive  markets,
while we continued to be affected by economic pressures in Latin America and the
Asia-Pacific region.  We're particularly  gratified by the record performance of
our automotive operations in North America, and GMAC," he said.

     "As we close the  books on the  decade of the 90s,  we feel  we've  taken a
number of important  steps to secure the future of General  Motors," Smith said.
"Very  significant  among  these  were  our  strong  financial  turnaround;  the
restructuring  of the  corporation  with the  separation  of  Delphi  Automotive
Systems,  Hughes Defense, and Electronic Data Systems; the global integration of
our automotive  operations and expansion of our strategic global alliances;  and
our aggressive move into e-commerce,  including the establishment of e-GM and GM
TradeXchange.




                                      - 2 -

     "We enter the 21st  century  with a strong  foundation,"  Smith said,  "and
we'll need to be even  stronger as we face the tough  challenges  and  boundless
opportunities  ahead of us. We are implementing our plans to make General Motors
a faster, leaner, more innovative and customer-focused enterprise."

     Cash,  marketable  securities,  and  assets  of  the  Voluntary  Employees'
Beneficiary   Association  (VEBA)  trust  invested  in  short-term  fixed-income
securities  totaled $14.4 billion at Dec. 31, 1999,  compared with $13.1 billion
at Dec.  31,  1998,  and $16.7  billion at Sept.  30,  1999.  These cash amounts
exclude GM's financing and insurance operations.

     "The  strength of our cash  position  allowed us to complete  our latest $4
billion stock-repurchase  program, and take advantage of growth opportunities by
expanding  and  strengthening  our global  automotive  partnerships,  along with
funding our strong commitment to new products," Smith said.

     During the fourth  quarter of 1999, GM  repurchased  23.3 million shares of
its $1-2/3 par value common stock worth $1.6 billion. Since January 1997, GM has
repurchased approximately 140 million shares of GM $1-2/3 par value common stock
worth $9.0 billion, or more than 18 percent of the total shares outstanding.

     The corporation's 1999-calendar-year return on net assets (RONA), excluding
Hughes,  was  14.0  percent.  "RONA  performance  in 1999  was  well  above  our
12.5-percent  target,"  Smith said.  "We are focused on further  improving  this
performance to maintain our financial  strength and provide a superior return to
our shareholders."

     Unless otherwise noted,  corporate and sector data in the remainder of this
release  exclude  special  items  (see  "Highlights"  for   fourth-quarter   and
calendar-year data).

     GM's  1999-calendar-year  results  were  driven  by  strong  year-over-year
increases at GM North America  (GMNA) and GMAC.  After  adjusting both years for
the above-mentioned special items, and excluding the $1.5 billion strike-related
unfavorable impact in 1998, GM North America posted a 42-percent  improvement in
income in 1999 over the prior year. In establishing its new calendar-year-record
results,  GMAC  generated  over 16 percent  more  income in 1999 than during the
prior year.

     "These  strong GMNA and GMAC  results  and  improvements  in Latin  America
reflect our emphasis on reducing structural costs and growing the business. This
performance  offset reduced  earnings and losses in other areas of our business,
again  demonstrating  the  advantages  of  operating  as a  globally  integrated
enterprise," Smith said.

     GM's  fourth-quarter-1999  results primarily reflected lower production and
unfavorable mix due to the full-size utility truck startups in North America and
lower  production  in Europe.  In  addition,  all the  automotive  regions  face
continuing  competitive  pressures,  while  Hughes has  incurred  further  costs
associated with the rapid acceleration of its DIRECTV operations.

     Following  is a summary of income from GM's  business  segments in the 1999
fourth quarter and calendar year,  compared with the  prior-year  period.  These
results  are  adjusted  to exclude  special  items.  Calendar-year-1998  results
include the previously  mentioned  unfavorable strike impact.  (see "Highlights"
for additional information):



                                      - 3 -

Adjusted Fourth Quarter and Calendar Year Income (Loss)    ($ in Millions)

                                  Fourth Quarter         Calendar Year
                                1999        1998        1999        1998
                                ----------------------------------------
   GM North America           $1,013      $1,663      $4,565      $1,715
   GM Europe                     $30        $146        $423        $463
   GM Latin America/Africa
      /Mid-East                  $18       ($161)       ($81)      ($124)
   GM Asia Pacific              ($23)      ($116)      ($218)      ($146)
   Other Automotive              $12         ($5)        $35         ($2)
                                 ---         ----        ---         ----
   Total Automotive           $1,050      $1,527      $4,724      $1,906
   GMAC                         $367        $298      $1,543      $1,325
   Hughes                       ($61)       $119       ($105)       $272
   Other                       ($101)       ($32)      ($476)      ($182)
                               ------       -----      ------      ------
   Total Income from
     Continuing Operations    $1,255      $1,912      $5,686      $3,321

     GM  Automotive's  net margin was 2.8 percent in the fourth quarter of 1999,
and 3.2 percent for the calendar year, compared with a net margin of 4.1 percent
in the fourth quarter of 1998, and 1.5 percent for calendar-year  1998. GM North
America's  net margin was 3.4  percent  in the fourth  quarter of 1999,  and 4.0
percent for the calendar  year,  compared with 5.8 percent in the fourth quarter
of 1998 and 1.8 percent for the 1998 calendar year.

     "Taking  advantage of a record market, GM North America had a strong year,"
said GM President and Chief  Operating  Officer G. Richard  Wagoner,  Jr. "We're
extremely  pleased  with  the  reaction  of  customers  to our 14 new  products,
especially our new full-size pickups.  In fact, these models contributed heavily
to our all-time-high truck sales in 1999."

     GM's global automotive  operations were  strengthened  during 1999 with the
enhancement and expansion of major partnerships and alliances.  "We strengthened
our alliances with Isuzu and Suzuki,  forged a new  partnership  with Fuji Heavy
Industries,  and we recently announced that we will take full ownership of Saab.
We also strengthened our collaboration  with Toyota,  and in December  announced
joint activities with Honda," Wagoner said.

     "Our alliance  strategy is an innovative  way to achieve  growth that takes
advantage of unique opportunities in geographic regions,  product segments,  and
technology.  It's a big departure  from the  industry's  historic  'go-it-alone'
approach, but we think it's right for today's world," Wagoner said.

     "While  industry  sales in Europe were at record  levels  once  again,  the
competitive  environment  continued to heat up," Wagoner said.  "GM Europe (GME)
had record vehicle deliveries of 1,979,000 units in 1999,  resulting in a market
share of 9.8 percent,  an improvement  of 0.2  percentage  points over 1998. And
importantly,  GME was profitable in all four quarters of 1999.  For 2000,  we're
accelerating our focus on improving financial performance and growing sales with
a strong array of new products," he said.

     "Although the Latin America/Africa/Mid-East region continued to be affected
by poor  economic  conditions,  we were  pleased that we moved into a profitable
position in the fourth quarter of 1999, a notable turnaround from the prior-year
period,"  Wagoner said.  "Operating  efficiencies  continued to improve,  and we
strengthened our position in the region, growing our market share in 1999 by 0.9
percentage points to 16.6 percent."





                                      - 4 -

     The Asia-Pacific  region  significantly  reduced its fourth-quarter  losses
compared with the prior-year period. "This was largely due to the strong startup
of our  Shanghai GM joint  venture in China,  and Holden's  excellent  sales and
financial  performance  in  Australia,"  Wagoner  said.  "We  continue to better
position ourselves for future growth in the region through expanded and enhanced
strategic partnerships and alliances."

     GMAC's  improved  financial  performance in both the fourth quarter of 1999
and the calendar year was led by strong  improvements at its core North American
automotive-financing  operations.  For the calendar year, earnings from mortgage
operations more than doubled from the previous year.

     "GMAC's  earnings for 1999 were a record and represented the fifth straight
year of increasing earnings.  While our North American auto finance and mortgage
operations posted the biggest  improvements,  continued investments in insurance
and  international  operations plus our recent  expansion in commercial  finance
have paved the way for continued growth in overall  financial-services  income,"
Smith said.

     Hughes  Electronics'  net sales and  revenues  increased 25 percent to $7.6
billion in 1999, from $6.1 billion in 1998. "The revenue  increase was primarily
driven by  continued  growth in the DIRECTV  business,  which added a record 1.6
million net new subscribers in 1999," Smith said.  "DIRECTV  continues to be the
world's largest  direct-to-home  provider of digital  entertainment  programming
with more than 9 million subscribers worldwide."

     Hughes' net loss in 1999's  fourth  quarter and calendar year was primarily
related to investments in growth opportunities,  which are expected to result in
increased revenues and profits in the future.

     Hughes last week  announced  major changes in its  corporate  structure and
business  mix that are designed to sharply  focus the  company's  resources  and
management attention on its high-growth entertainment, information, and business
communications services.  Actions included the sale of Hughes' satellite systems
operations,  and  a  strategy  to  discontinue  certain  wireless  manufacturing
activities and focus on wireless broadband opportunities.

     In this news release, use of the words anticipate, expect, should, believe,
plan, intensify,  overcome 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 Current  Reports on Form 8-K dated April 12, 1999,  and filed on
April 15, 1999, and April 21, 1999.



                                      # # #










                                      - 5 -

     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                     Three Months Ended
                                         December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1999     1999(1)  1998     1998(1)
                             --------  -------  -------  --------
     Net sales and revenues
     Manufactured products    $40,006 $40,006   $39,074   $39,074
     Financial services         3,929   3,929     3,495     3,495
     Other income               2,327   2,327     2,055     2,055
                               ------  ------    ------    ------
     Total net sales and
       revenues               $46,262 $46,262   $44,624   $44,624
                               ------  ------    ------    ------
     Income from continuing
       operations              $1,145  $1,255    $1,684    $1,912
     Income from discontinued
       operations                   -       -        88       N/A
                               ------  ------    ------    ------
     Consolidated net income   $1,145  $1,255    $1,772       N/A
     Net profit margin from
       continuing operations      2.5%    2.7%      3.8%      4.3%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $1,196  $1,253    $1,637    $1,865
       Discontinued operations      -       -        88       N/A
                               ------  ------    ------    ------
       $1-2/3 par value        $1,196  $1,253    $1,725       N/A
       Class H (4)               $(80)   $(27)      $32       $32

     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $1.90   $1.99     $2.51     $2.86
       Discontinued operations      -       -      0.13       N/A
                               ------  ------    ------    ------
       $1-2/3 par value         $1.90   $1.99     $2.64       N/A
       Class H (4)             $(0.58) $(0.20)    $0.30     $0.30
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $1.86   $1.95     $2.48     $2.82
       Discontinued operations      -       -      0.13       N/A
                               ------  ------    ------    ------
       $1-2/3 par value         $1.86   $1.95     $2.61       N/A
       Class H (4)             $(0.58) $(0.20)    $0.30     $0.30
     .............................................................
     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
                                        December 31,
                                   ----------------------
                                     1999         1998
                                   ---------    ---------
       $1-2/3 par value             $26.19       $20.00
       Class H                      $15.71       $12.00
     .............................................................




   See footnotes beginning on page 12.
                                              Continues

                                      - 6 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Segment
     (Dollars in Millions)
                                      Three Months Ended
                                      December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (7)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,270       $257      $1,013
     GM Europe (GME)                 30          -          30
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                      18          -          18
     GM Asia/Pacific (GMAP)         (23)         -         (23)
     Other Automotive                12          -          12
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $1,307       $257      $1,050
     Hughes  (6)                   (226)      (165)        (61)
     Other                         (282)      (186)        (96)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations          $799       $(94)       $893

     GMAC                          $351       $(16)       $367
     Other                           (5)         -          (5)
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $346       $(16)       $362
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $1,145      $(110)     $1,255
     Income (loss) from
       discontinued operations        -          -           -
                                  -----       ----       -----
     Consolidated Net
       Income (Loss)             $1,145      $(110)     $1,255
                                  =====       ====       =====



   See footnotes beginning on page 12.
                                              Continues


























                                      - 7 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Segment
     (Dollars in Millions)

                                     Three Months Ended
                                      December 31, 1998
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,583       $(80)     $1,663
     GM Europe (GME)                146          -         146
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                    (212)       (51)       (161)
     GM Asia/Pacific (GMAP)        (213)       (97)       (116)
     Other Automotive                (5)         -          (5)
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $1,299      $(228)     $1,527
     Hughes (4)(6)                  119          -         119
     Other                          (53)         -         (53)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations        $1,365      $(228)     $1,593

     GMAC                          $298         $-        $298
     Other                           21          -          21
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $319         $-        $319
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $1,684      $(228)     $1,912
     Income from discontinued
       operations                    88        N/A         N/A
                                  -----       ----       -----
     Consolidated Net
       Income                    $1,772        N/A         N/A
                                  =====       ====       =====


      See footnotes beginning on page 12.
                                                               Continues



























                                      - 8 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Region
     (Dollars in Millions)
                                              Three Months Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $29,948  $6,556  $ 1,261    $ 941
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,964     $37     $(42)    $(27)
     Income tax expense (benefit)       668      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income (loss)               $1,270     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    0.5%     1.4%   (2.4%)
     Effective income tax rate         34.0%   32.4%   119.0%   (3.7%)


     LESS: Special Items (7)
     -------------------
     Total net sales and revenues        $-     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax income                    $415      $-       $-       $-
     Income tax expense                 158       -        -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net income                        $257      $-       $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $29,948  $6,556   $1,261     $941
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,549     $37     $(42)    $(27)
     Income tax expense (benefit)       510      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income (loss)               $1,013     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit (loss) margin           3.4%    0.5%     1.4%   (2.4%)
     Effective income tax rate         32.9%   32.4%   119.0%   (3.7%)



      See footnotes beginning on page 12.


                                                               Continues



















                                      - 9 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Region
     (Dollars in Millions)
                                              Three Months Ended
                                              December 31, 1998
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $28,578  $7,493   $1,437     $850
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,403    $229    $(366)    $(97)
     Income tax expense (benefit)       813      81     (139)       3
     Equity income/(loss) and
       minority interests                (7)     (2)      15     (113)
                                      -----   -----    -----      ---
     Net income (loss)               $1,583    $146    $(212)   $(213)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.5%    1.9%   (14.8%) (25.1%)
     Effective income tax rate         33.8%   35.4%    38.0%   (3.1%)


     LESS: Special Items (2)
     -------------------
     Total net sales and revenues       $ -     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax loss                     $(105)    $ -     $(82)    $(37)
     Income tax benefit                 (40)      -      (31)       -
     Equity income/(loss) and
       minority interests               (15)      -        -      (60)
                                      -----   -----    -----      ---
     Net (loss) income                 $(80)    $ -     $(51)    $(97)
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $28,578  $7,493   $1,437     $850
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,508    $229    $(284)    $(60)
     Income tax expense (benefit)       853      81     (108)       3
     Equity income/(loss) and
       minority interests                 8      (2)      15      (53)
                                      -----   -----    -----      ---
     Net income (loss)               $1,663    $146    $(161)   $(116)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.8%    1.9%   (11.2%) (13.6%)
     Effective income tax rate         34.0%   35.4%    38.0%   (5.0%)




      See footnotes beginning on page 12.


                                                               Continues


















                                     - 10 -

     HIGHLIGHTS - Q4 Operating Information
                                     Three Months Ended
                                        December 31,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             704          739
                        Trucks           633          616
                                      ------       ------
         Total United States           1,337        1,355
       Canada and Mexico                 157          169
                                      ------       ------
           Total GM North America      1,494        1,524
                                      ------       ------
       GME                               497          525
       GMLAAM                            124          131
       GMAP                              109           91
                                      ------       ------
         Total International             730          747
                                      ------       ------
             Total Worldwide           2,224        2,271
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  202          209
                 - Trucks                427          382
       Pontiac                           132          134
       GMC                               134          112
       Buick                              89          102
       Oldsmobile                         70           98
       Saturn                             54           52
       Cadillac                           45           52
       Other                               8            9
                                      ------       ------
         Total United States           1,161        1,150
       Canada and Mexico                 172          148
                                      ------       ------
         Total GM North America        1,333        1,298
                                      ------       ------
       GME                               445          443
       GMLAAM                            136          144
       GMAP                              119          107
                                      ------       ------
         Total International             700          694
                                      ------       ------
             Total Worldwide           2,033        1,992
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           27.9%        31.7%
         Trucks                         27.9%        26.5%
           Total                        27.9%        29.1%
       Total North America              27.5%        28.5%
       Total Europe                      9.8%        10.0%
       Total Latin America              20.7%        19.7%
       Total Asia and Pacific            4.0%         4.0%
             Total Worldwide            15.4%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.1%        32.8%
       % Fleet Sales - Trucks           12.8%        13.4%
       Total vehicles                   20.2%        23.8%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                93          83
       Trucks                              85          76
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(5)96.6%       N/A
      .....................................................
      GMNA
       Net Price (%)                    (0.3%)        1.3%
      .....................................................
       See footnotes beginning on page 12.
                                               Continues
                                     - 11 -

     HIGHLIGHTS - Q4 Other Financial Information
     (Dollars in Millions Except Per Share Amounts)

                                    Three Months Ended
                                       December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (3)
       Depreciation                   $1,080       $1,032
       Amortization of special tools     603          767
       Amortization of intangible
         assets                           69           29
                                      ------        -----
            Total                     $1,752       $1,828
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GMNA                              217          226
       GME                                81           84
       GMLAAM                             23           24
       GMAP                               10           10
       Hughes                             18           15
       GMAC                               28           24
       Other                              11           13
                                      ------       ------
         Total                           388          396
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,546      $5,065
     ....................................................


     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (see page 24 for a breakout of the special items for each
         respective year). Reported amounts for discontinued operations have not
         been adjusted for special items.
     (2) As a  result  of GM's  Competitiveness  Studies,  fourth  quarter  1998
         continuing  operations  were impacted by charges  totaling $224 million
         ($228 million  after-tax or $0.34 diluted  earnings per share of $1-2/3
         par value common  stock).  These studies were  performed in conjunction
         with GM's business planning cycle.
     (3) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (4) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million change as a restatement of first quarter 1998 results.
     (5) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999. Quarterly 1998 figures are not available,
         however,  capacity  utilization  for Calendar Year 1998 was 77.2% using
         the new methodology.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of  Hughes  in  1985,  and in 1999  also
         excludes Hughes Series A Preferred  Stock dividends  payable to General
         Motors.
     (7) Special items for fourth  quarter 1999 are as follows (all earnings per
         share amounts are reported as diluted):
            A favorable  adjustment of $892 million  ($553 million  after-tax or
         $0.86 per  share of  $1-2/3  par value  common  stock)  related  to the
         reversal  of a liability  for  benefits  payable to excess U.S.  hourly
         employees. For a number of reasons,  including a stronger than expected
         market,  higher  attrition  caused  by the  separation  of  Delphi  and
         provisions of the 1999 agreement with the UAW, a substantial  number of
         excess U.S. hourly workers have been placed into the active  workforce.
         The  culmination  of these events in the fourth quarter of 1999 made it
         clear that this liability required adjustment;
                                                           continues

                                        - 12 -

     HIGHLIGHTS - Q4 Other Financial Information

     (7)   continued

            A charge of $658 million ($408 million  after-tax or $0.63 per share
         of $1-2/3  par value  common  stock)  related to the  benefit  increase
         granted to hourly  retirees in connection  with the 1999 UAW agreement.
         Consistent  with past practice,  GM expenses this benefit in the period
         that the contract with the UAW is ratified;
            A charge of $147 million  ($90 million  after-tax or $0.14 per share
         of $1-2/3 par value  common  stock)  related to a U.S.  salaried  early
         retirement program. Approximately 1,700 (100 executives) people elected
         participation in this program; and
            A charge of $272 million ($165 million  after-tax or $0.18 per share
         of  $1-2/3  par  value  common  stock and $0.38 per share of GM Class H
         common stock) related to Hughes' decision to discontinue certain of its
         wireless manufacturing operations at Hughes Network Systems.


















































                                         - 13 -

     HIGHLIGHTS - Year Ended Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                          Year Ended
                                          December 31,
                             ----------------------------------------
                                         Adjusted           Adjusted
                               1999       1999(1)     1998   1998(1)
                             --------     -------   ------- --------
     Net sales and revenues
     Manufactured products   $152,635   $152,635   $134,276  $134,276
     Financial services        14,734     14,734     13,585    13,585
     Other income               9,189      9,189      7,584     7,584
                              -------    -------    -------   -------
     Total net sales and
       revenues              $176,558   $176,558   $155,445  $155,445
                              -------    -------    -------   -------
     Income from continuing
       operations              $5,576     $5,686     $3,049    $3,321
     Income (loss) from
       discontinued operations    426        426        (93)      N/A
                               ------     ------     ------    ------
     Consolidated net income   $6,002     $6,112     $2,956       N/A
     Net profit margin from
       continuing operations      3.2%       3.2%       2.0%     2.1%
     ...............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $5,592     $5,653     $2,914    $3,186
       Discontinued operations    426        426        (93)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value        $6,018     $6,079     $2,821       N/A
       Class H (4)               $(96)      $(47)       $72       $72
     ...............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $8.70      $8.79      $4.40     $4.82
       Discontinued operations   0.66       0.66      (0.14)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value         $9.36      $9.45      $4.26       N/A
       Class H (4)             $(0.77)    $(0.38)     $0.68     $0.68
     ...............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $8.53      $8.62      $4.32     $4.72
       Discontinued operations   0.65       0.65      (0.14)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value         $9.18      $9.27      $4.18       N/A
       Class H (4)             $(0.77)    $(0.38)     $0.68     $0.68
     ...............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $2.00                 $2.00
       Class H                     $-                    $-
      ..............................................................


     See footnotes beginning on page 20.
                                              Continues












                                     - 14 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Segment
     (Dollars in Millions)
                                   Year Ended
                                December 31, 1999
                                 ----------------------------
                                                         (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $4,822       $257      $4,565
     GM Europe (GME)                423          -         423
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                     (81)         -         (81)
     GM Asia/Pacific (GMAP)        (218)         -        (218)
     Other Automotive                35          -          35
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $4,981       $257      $4,724
     Hughes  (6)                   (270)      (165)       (105)
     Other                         (669)      (186)       (483)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations        $4,042       $(94)     $4,136

     GMAC                        $1,527       $(16)     $1,543
     Other                            7          -           7
                                  -----       ----       -----
       Total Financing and
       Insurance Operations      $1,534       $(16)     $1,550
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $5,576      $(110)     $5,686
     Income from discontinued
       operations                   426          -         426
                                  -----       ----       -----
     Consolidated Net
       Income (Loss)             $6,002      $(110)     $6,112
                                  =====       ====       =====



     See footnotes beginning on page 20.
                                                     Continues


























                                     - 15 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Segment
     (Dollars in Millions)
                                         Year Ended
                                      December 31, 1998
                                ------------------------------
                                                        (1)
                                Reported    (2)       Adjusted
                                Income    Special     Income
                                (Loss)     Items      (Loss)
                                -------   -------    --------
     GMNA                       $1,635      $(80)     $1,715
     GME                           419       (44)        463
     GMLAAM                       (175)      (51)       (124)
     GMAP                         (243)      (97)       (146)
     Other Automotive               (2)        -          (2)
                                 -----     -----       -----
       Total GM Automotive
         (GMA)                  $1,634     $(272)     $1,906
     Hughes (4)(6)                 272         -         272
     Other                        (279)        -        (279)
                                 -----     -----       -----
       Total Automotive,
         Electronics and
         Other Operations       $1,627     $(272)     $1,899

     GMAC                       $1,325        $-      $1,325
     Other                          97         -          97
                                 -----     -----       -----
       Total Financing and
       Insurance Operations     $1,422        $-      $1,422
                                 -----     -----       -----
     Income (loss) from
       continuing
       operations               $3,049     $(272)     $3,321
     (Loss) income from
       discontinued
       operations                  (93)      N/A         N/A
                                 -----     -----       -----
     Consolidated Net
       Income (Loss)            $2,956       N/A         N/A
                                 =====     =====       =====




     See footnotes beginning on page 20.
                                                               Continues

























                                     - 16 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)
                                                  Year Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $115,132 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $7,192    $642    $(266)    $(76)
     Income tax expense (benefit)     2,339     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (31)      1       29     (149)
                                      -----   -----    -----      ---
     Net income (loss)               $4,822    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.5%   34.3%    58.6%    9.2%


     LESS: Special Items (3)
     -------------------
     Total net sales and revenues       $ -     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax income                    $415      $-       $-       $-
     Income tax expense                 158       -        -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net income                        $257      $-       $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues  $115,132 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $6,777    $642    $(266)    $(76)
     Income tax expense (benefit)     2,181     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (31)      1       29     (149)
                                      -----   -----    -----      ---
     Net income (loss)               $4,565    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.0%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.2%   34.3%    58.6%    9.2%



     See footnotes beginning on page 20.


                                                               Continues



















                                         - 17 -


     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)
                                                   Year Ended
                                              December 31, 1998
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $96,497 $25,840   $7,553   $3,044
                                     ------   -----    -----    -----
     Pre-tax income (loss)           $2,409    $740    $(471)    $(82)
     Income tax expense (benefit)       787     319     (213)       9
     Equity income/(loss) and
       minority interests                13      (2)      83     (152)
                                      -----    ----    -----    -----
     Net income (loss)               $1,635    $419    $(175)   $(243)
                                      =====    ====    =====    =====

     Net profit (loss) margin           1.7%    1.6%    (2.3%)  (8.0%)
     Effective income tax rate         32.7%   43.1%    45.2%  (11.0%)


     LESS: Special Items (2)
     -------------------
     Total net sales and revenues        $-     $ -      $ -      $ -
                                     ------   -----    -----      ---
     Pre-tax loss                     $(105)   $(74)    $(82)    $(37)
     Income tax benefit                 (40)    (30)     (31)       -
     Equity income/(loss) and
       minority interests               (15)      -        -      (60)
                                      -----   -----    -----      ---
     Net loss                          $(80)   $(44)    $(51)    $(97)
                                      =====   =====    =====      ===


     Adjusted (1)
     --------
     Total net sales and revenues   $96,497 $25,840   $7,553   $3,044
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $2,514    $814    $(389)    $(45)
     Income tax expense (benefit)       827     349     (182)       9
     Equity income/(loss) and
       minority interests                28      (2)      83      (92)
                                      -----   -----    -----    -----
     Net income (loss)               $1,715    $463    $(124)   $(146)
                                      =====   =====    =====    =====

     Net profit (loss) margin           1.8%    1.8%    (1.6%)  (4.8%)
     Effective income tax rate         32.9%   42.9%    46.8%  (20.0%)



     See footnotes beginning on page 20.




                                                               Continues
















                                     - 18 -

     HIGHLIGHTS - Year Ended Operating Information
                                        Year Ended
                                       December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,620        2,389
                        Trucks         2,587        2,051
                                      ------       ------
         Total United States           5,207        4,440
       Canada and Mexico                 667          631
                                      ------       ------
           Total GM North America      5,874        5,071
                                      ------       ------
       GME                             1,968        1,882
       GMLAAM                            523          652
       GMAP                              421          419
                                      ------       ------
         Total International           2,912        2,953
                                      ------       ------
             Total Worldwide           8,786        8,024
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  885          876
                 - Trucks              1,725        1,550
       Pontiac                           616          536
       GMC                               542          468
       Buick                             446          398
       Oldsmobile                        352          330
       Saturn                            233          232
       Cadillac                          179          183
       Other                              39           31
                                      ------       ------
         Total United States           5,017        4,604
       Canada and Mexico                 689          639
                                      ------       ------
         Total GM North America        5,706        5,243
                                      ------       ------
       GME                             1,979        1,849
       GMLAAM                            536          654
       GMAP                              457          452
                                      ------       ------
         Total International           2,972        2,955
                                      ------       ------
             Total Worldwide           8,678        8,198
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.8%        30.2%
         Trucks                         27.8%        27.4%
           Total                        28.8%        28.8%
       Total North America              28.6%        28.5%
       Total Europe                      9.8%         9.6%
       Total Latin America              20.0%        19.7%
       Total Asia and Pacific            3.9%         4.1%
             Total Worldwide            15.8%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.4%        26.2%
       % Fleet Sales - Trucks           13.2%        13.6%
       Total vehicles                   20.0%        20.3%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(5)91.9%        77.2%
      .....................................................



     See footnotes beginning on page 20.
                                               Continues




                                         - 19 -

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

                                        Year Ended
                                        December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (7)
       Depreciation                   $4,155       $3,772
       Amortization of special tools   2,492        2,350
       Amortization of intangible
         assets                          226          105
                                       -----        -----
            Total                     $6,873       $6,227
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $21,997     $20,360
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (see page 24 for a breakout of the special items for each
         respective  year).  Adjusted  amounts for 1998 include the  unfavorable
         effects of  strike-related  work stoppages.  The unfavorable  after-tax
         impacts of the work  stoppages  were $1.5 billion or $2.22 per share of
         $1-2/3  par value  common  stock.  Reported  amounts  for  discontinued
         operations have not been adjusted for special items.
     (2) Special  items for 1998 are as follows (all  earnings per share amounts
         are reported as diluted):  The  second-quarter  1998 results included a
         pre-tax  charge of $74 million  ($44  million  after-tax,  or $0.06 per
         share of $1-2/3  par value  common  stock),  related  to work  schedule
         modifications at Opel Belgium.
            As a result of GM's  Competitiveness  Studies,  fourth  quarter 1998
         continuing  operations  were impacted by charges  totaling $224 million
         ($228  million  after-tax or $0.34 per share of $1-2/3 par value common
         stock).  These studies were performed in conjunction with GM's business
         planning cycle.
     (3) Special  items for 1999 are as follows (all  earnings per share amounts
         are reported as diluted):
            A favorable  adjustment of $892 million  ($553 million  after-tax or
         $0.84 per  share of  $1-2/3  par value  common  stock)  related  to the
         reversal  of a liability  for  benefits  payable to excess U.S.  hourly
         employees. For a number of reasons,  including a stronger than expected
         market,  higher  attrition  caused  by the  separation  of  Delphi  and
         provisions of the 1999 agreement with the UAW, a substantial  number of
         excess U.S. hourly workers have been placed into the active  workforce.
         The  culmination  of these events in the fourth quarter of 1999 made it
         clear that this liability required adjustment;
            A charge of $658 million ($408 million  after-tax or $0.62 per share
         of $1-2/3  par value  common  stock)  related to the  benefit  increase
         granted to hourly  retirees in connection  with the 1999 UAW agreement.
         Consistent  with past practice,  GM expenses this benefit in the period
         that the contract with the UAW is ratified;

                                                               Continues











                                     - 20 -

     HIGHLIGHTS - Year Ended Other Financial Information


     (3) continued

         A charge of $147 million  ($90 million  after-tax or $0.14 per share of
         $1-2/3  par  value  common  stock)  related  to a U.S.  salaried  early
         retirement program. Approximately 1,700 (100 executives) people elected
         participation in this program; and
            A charge of $272 million ($165 million  after-tax or $0.17 per share
         of  $1-2/3  par  value  common  stock and $0.39 per share of GM Class H
         common stock) related to Hughes' decision to discontinue certain of its
         wireless manufacturing operations at Hughes Network Systems.
     (4) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million  change as a  restatement  of first quarter 1998 results and GM
         had reported the $9 million change in fourth quarter 1998 results.
     (5) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999.  Capacity  utilization  for Calendar Year
         1998 was calculated using the new methodology.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of  Hughes  in  1985,  and in 1999  also
         excludes Hughes Series A Preferred  Stock dividends  payable to General
         Motors.
     (7) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     Note: Total  cash of  $14.4  billion  referenced  to in the  press  release
         includes  $11.4  billion of cash and  marketable  securities as well as
         $3.0 billion invested in fixed income  securities of the  Corporation's
         $6.3 billion Voluntary Employees' Beneficiary Association Trust.




































                                     - 21 -

     HIGHLIGHTS - List of Special Items by Quarter
     Impact on Net Income
     (Dollars in Millions)



                                         Quarter
     List of special items               Ended             Fav/(Unfav)
     -----------------------             -------           ----------

     Continuing Operations:

     Postemployment Benefits             12/31/99               $553

     Hourly Retiree Benefits             12/31/99               (408)

     Termination Benefits                12/31/99                (90)

     Hughes Wireless Business            12/31/99               (165)

                                                               -----
     Total special items for 1999 continuing operations        $(110)
                                                               =====



                                         Quarter
     List of special items               Ended             Fav/(Unfav)
     -----------------------             -------           ----------

     Continuing Operations:

     Competitiveness studies             12/31/98               (228)

     Opel Belgium work schedule
       modifications                      6/30/98                (44)
                                                               -----
     Total special items for 1998 continuing operations        $(272)
                                                               =====




























                                     - 22 -


                        CONSOLIDATED STATEMENTS OF INCOME

                                                   Three Months Ended
                                                     December 31,
                                                     ------------
                                               1999               1998
                                               ----               ----
                                 (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales and revenues    $40,006            $39,074
Financing revenues                            3,929              3,495
Other income                                  2,327              2,055
                                            -------            -------
  Total net sales and revenues               46,262             44,624
                                             ------             ------
Cost of sales and other operating expenses,
  exclusive of items listed below            32,798             31,935
Selling, general and administrative expenses  5,818              4,458
Depreciation and amortization expense         3,279              3,118
Interest expense                              2,126              1,678
Other expenses                                  436                666
                                             ------            -------
  Total costs and expenses                   44,457             41,855
                                             ------             ------
Income from continuing operations
  before income taxes
  and minority interests                      1,805              2,769
Income tax expense                              580                926
Minority interests                                -                 (9)
Losses of nonconsolidated associates            (80)              (150)
                                            -------             ------
Income from continuing operations            $1,145             $1,684
Income from discontinued operations               -                 88
                                            -------             ------
  Net income                                 $1,145             $1,772
Dividends on preference stocks                   29                 15
                                            -------            -------
  Earnings attributable to common stocks     $1,116             $1,757
                                              =====              =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                       $1.90              $2.51
  Discontinued operations                         -               0.13
                                             ------               ----
  Earnings per share attributable
    to $1-2/3 par value                       $1.90              $2.64
                                               ====               ====
Earnings per share attributable to Class H   $(0.58)             $0.30
                                               ====               ====

Diluted earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                       $1.86              $2.48
  Discontinued operations                         -               0.13
                                             ------               ----
  Earnings per share attributable
    to $1-2/3 par value                       $1.86              $2.61
                                               ====               ====
Earnings per share attributable to Class H   $(0.58)             $0.30
                                               ====               ====






















                                     - 23 -


                  CONSOLIDATED STATEMENTS OF INCOME - Continued

                                                   Three Months Ended
                                                      December 31,
                                                      ------------
                                               1999               1998
                                               ----               ----
                                                 (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales and revenues    $40,006            $39,074
Other income                                    915                835
                                           --------           --------
  Total net sales and revenues               40,921             39,909
                                             ------             ------
Cost of sales and other operating expenses,
  exclusive of items listed below            32,798             31,935
Selling, general and administrative expenses  4,652              3,399
Depreciation and amortization expense         1,752              1,828
                                            -------            -------
  Total operating costs and expenses         39,202             37,162
Interest expense                                231                200
Other expenses                                  181                285
Net expense (income) from transactions
  with Financing and Insurance Operations        63                (35)
                                                 --                ---
Income from continuing operations
  before income taxes
  and minority interests                      1,244              2,297
Income tax expense                              368                777
Minority interests                                3                 (5)
Losses of nonconsolidated associates            (80)              (150)
                                               ----             ------
Income from continuing operations              $799             $1,365
Income from discontinued operations               -                 88
                                             ------             ------
  Net income - Automotive, Electronics and
    Other Operations                           $799             $1,453
                                                ===              =====


                                                   Three Months Ended
                                                     December 31,
                                                     ------------
                                               1999               1998
                                               ----               ----
                                                 (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                           $3,929             $3,495
Insurance, mortgage and other income          1,412              1,220
                                              -----              -----
  Total revenues and other income             5,341              4,715
                                              -----              -----
Interest expense                              1,895              1,478
Depreciation and amortization expense         1,527              1,290
Operating and other expenses                  1,166              1,059
Provisions for financing losses                  76                140
Insurance losses and loss adjustment expenses   179                241
                                             ------             ------
  Total costs and expenses                    4,843              4,208
                                              -----              -----
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations              (63)                35
                                               ----               ----
Income before income taxes                      561                472
Income tax expense                              212                149
Minority interests                               (3)                (4)
                                              -----              -----
  Net income - Financing and Insurance
    Operations                                 $346               $319
                                                ===                ===













                                     - 24 -



                        CONSOLIDATED STATEMENTS OF INCOME - Continued

                                              Years Ended December 31,
                                              ------------------------
                                           1999          1998         1997
                                           ----          ----         ----
                                  (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                          $152,635      $134,276      $148,143
Financing revenues                        14,734        13,585        12,762
Other income                               9,189         7,584        11,675
                                       ---------     ---------      --------
  Total net sales and revenues           176,558       155,445       172,580
Cost of sales and other
  operating expenses, exclusive
  of items listed below                  126,809       114,542       128,225
Selling, general and
  administrative expenses                 18,845        15,915        14,777
Depreciation and amortization expense     12,318        11,147        14,646
Interest expense                           7,750         6,629         5,883
Other expenses                             1,789         2,268         1,480
                                         -------      --------       -------
  Total costs and expenses               167,511       150,501       165,011
                                         -------       -------       -------
Income from continuing
  operations before income taxes
  and minority interests                   9,047         4,944         7,569
Income tax expense                         3,118         1,636         1,025
Minority interests                           (28)          (20)           44
Losses of nonconsolidated associates        (325)         (239)         (105)
                                          ------        ------        ------
Income from continuing operations         $5,576        $3,049        $6,483
Income (loss) from discontinued
   operations                                426           (93)          215
                                          ------       -------        ------
  Net income                              $6,002        $2,956        $6,698
                                           -----         -----         -----
Premium on exchange of preference stocks       -             -            26
Dividends on preference stocks                80            63            72
                                         -------       -------       -------
  Earnings attributable to common stocks  $5,922        $2,893        $6,600
                                           =====         =====         =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                    $8.70         $4.40         $8.52
  Discontinued operations                   0.66         (0.14)         0.18
                                            ----          ----          ----
  Earnings per share attributable
    to $1-2/3 par value                    $9.36         $4.26         $8.70
                                            ====          ====          ====
Class H (prior to its recapitalization
  on December 17, 1997)
  Continuing operations                   $    -        $    -         $2.30
  Discontinued operations                      -             -          0.87
                                           -----        ------          ----
Earnings per share attributable
  to Class H (prior to its
  recapitalization on December 17, 1997)  $    -        $    -         $3.17
                                           =====         =====          ====
Earnings per share attributable
  to Class H (subsequent
  to its recapitalization
  on December 17, 1997)                   $(0.77)        $0.68         $0.02
                                            ====          ====          ====

Diluted earnings (losses) per
  share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                    $8.53         $4.32         $8.45
  Discontinued operations                   0.65         (0.14)         0.17
                                            ----          ----          ----
  Earnings per share attributable
    to $1-2/3 par value                    $9.18         $4.18         $8.62
                                            ====          ====          ====
Class H (prior to its recapitalization
  on December 17, 1997)
  Continuing operations                   $    -        $    -         $2.30
  Discontinued operations                      -             -          0.87
                                          ------        ------          ----
Earnings per share attributable
  to Class H (prior to its
  recapitalization on December 17, 1997) $     -       $     -         $3.17
                                          ======        ======          ====
Earnings per share attributable
  to Class H (subsequent
  to its recapitalization
  on December 17, 1997)                   $(0.77)        $0.68         $0.02
                                            ====          ====          ====










                                     - 25 -

                  CONSOLIDATED STATEMENTS OF INCOME - Concluded

                                                   Years Ended December 31,
                                                   ------------------------
                                            1999          1998          1997
                                            ----          ----          ----
                                                  (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                          $152,635      $134,276      $148,143
Other income                               3,472         2,885         7,952
                                       ---------     ---------     ---------
  Total net sales and revenues           156,107       137,161       156,095
                                         -------       -------       -------
Cost of sales and other operating
  expenses, exclusive of
  items listed below                     126,809       114,542       128,225
Selling, general and administrative
  expenses                                14,250        11,848        11,971
Depreciation and amortization expense      6,873         6,227         9,833
                                       ---------      --------      --------
  Total operating costs and expenses     147,932       132,617       150,029
                                         -------       -------       -------
Interest expense                             828           786           633
Other expenses                               503           792           210
Net expense (income) from
  transactions with Financing and
  Insurance Operations                       308            82          (101)
                                          ------       -------        ------
Income from continuing operations
  before income taxes
  and minority interests                   6,536         2,884         5,324
Income tax expense                         2,167         1,018           111
Minority interests                            (2)            -            57
Losses of nonconsolidated associates        (325)         (239)         (105)
                                           -----         -----         -----
Income from continuing operations          4,042         1,627         5,165
Income (loss) from discontinued operations   426           (93)          215
                                           -----        ------         -----
  Net income - Automotive, Electronics
    and Other Operations                  $4,468        $1,534        $5,380
                                           =====         =====         =====

                                                  Years Ended December 31,
                                                  ------------------------
                                            1999          1998          1997
                                            ----          ----          ----
                                                  (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                       $14,734       $13,585       $12,762
Insurance, mortgage and other income       5,717         4,699         3,723
                                         -------       -------       -------
  Total revenues and other income         20,451        18,284        16,485
                                          ------        ------        ------
Interest expense                           6,922         5,843         5,250
Depreciation and amortization expense      5,445         4,920         4,813
Operating and other expenses               4,595         4,067         2,806
Provisions for financing losses              404           463           523
Insurance losses and loss
  adjustment expenses                        882         1,013           747
                                        --------       -------      --------
  Total costs and expenses                18,248        16,306        14,139
                                          ------        ------        ------
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations          (308)          (82)          101
                                         -------      --------      --------
Income before income taxes                 2,511         2,060         2,245
Income tax expense                           951           618           914
Minority interests                           (26)          (20)          (13)
                                          ------        ------        ------
  Net income - Financing and
    Insurance Operations                  $1,534        $1,422        $1,318
                                           =====         =====         =====















                                     - 26 -


<PAGE>



                           CONSOLIDATED BALANCE SHEETS
                                                               December 31,
                                                               ------------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES                1999          1998
                                                           ----          ----
                        ASSETS                           (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                                $9,730        $9,728
Marketable securities                                     1,698           402
                                                        -------       -------
  Total cash and marketable securities                   11,428        10,130
Accounts and notes receivable (less allowances)           5,093         4,750
Inventories (less allowances)                            10,638        10,437
Net assets of discontinued operations                         -            77
Equipment on operating leases
  (less accumulated depreciation)                         5,744         4,954
Deferred income taxes and other current assets            9,006        10,051
                                                          -----        ------
  Total current assets                                   41,909        40,399
Equity in net assets of nonconsolidated associates        1,711           950
Property - net                                           32,779        32,222
Intangible assets - net                                   8,527         9,994
Deferred income taxes                                    14,692        14,967
Other assets                                             25,134        16,062
                                                       --------      --------
  Total Automotive , Electronics and
    Other Operations assets                             124,752       114,594
Financing and Insurance Operations
Cash and cash equivalents                                   712           146
Investments in securities                                 9,110         8,748
Finance receivables - net                                80,627        70,436
Investment in leases and other receivables               36,407        32,798
Other assets                                             21,312        19,150
Net receivable from Automotive, Electronics
  and Other Operations                                    1,001           816
                                                        -------      --------
  Total Financing and Insurance Operations assets       149,169       132,094
                                                        -------       -------
Total assets                                           $273,921      $246,688
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)                    $17,254       $13,542
Loans payable                                             1,991         1,204
Accrued expenses                                         32,854        30,548
Net payable to Financing and Insurance Operations         1,001           816
                                                        -------      --------
  Total current liabilities                              53,100        46,110
Long-term debt                                            7,415         7,118
Postretirement benefits other than pensions              34,166        33,503
Pensions                                                  3,115         4,410
Other liabilities and deferred income taxes              17,426        17,807
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations liabilities                        115,222       108,948
Financing and Insurance Operations
Accounts payable                                          4,262         4,148
Debt                                                    122,282       107,753
Deferred income taxes and other liabilities              11,282        10,004
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  137,826       121,905
Minority interests                                          596           563
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           141
Stockholders' equity
Preference stocks                                             -             1
$1-2/3 par value common stock
 (issued, 619,412,233 and 655,008,344 shares)             1,033         1,092
Class H common stock (issued, 137,115,187
 and 106,159,776 shares)                                     14            11
Capital surplus (principally additional
 paid-in capital)                                        13,794        12,661
Retained earnings                                         6,376         6,984
                                                          -----         -----
    Subtotal                                             21,217        20,749
Accumulated foreign currency translation adjustments     (2,033)       (1,089)
Net unrealized gains on securities                          996           481
Minimum pension liability adjustment                       (121)       (5,089)
                                                       --------      --------
    Accumulated other comprehensive loss                 (1,158)       (5,697)
                                                       --------      --------
      Total stockholders' equity                         20,059        15,052
                                                       --------      --------
Total liabilities and stockholders' equity             $273,921      $246,688
                                                        =======       =======


                                     - 27 -


                     CONSOLIDATED BALANCE SHEETS - Concluded
                                                              December 31,
                                                              ------------
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS               1999          1998
                                                           ----          ----
                                                         (Dollars in Millions)
                        ASSETS
Cash and cash equivalents                                $9,730        $9,728
Marketable securities                                     1,698           402
                                                        -------      --------
  Total cash and marketable securities                   11,428        10,130
Accounts and notes receivable (less allowances)           5,093         4,750
Inventories (less allowances)                            10,638        10,437
Net assets of discontinued operations                         -            77
Equipment on operating leases
  (less accumulated depreciation)                         5,744         4,954
Deferred income taxes and other current assets            9,006        10,051
                                                          -----        ------
  Total current assets                                   41,909        40,399
Equity in net assets of nonconsolidated associates        1,711           950
Property - net                                           32,779        32,222
Intangible assets - net                                   8,527         9,994
Deferred income taxes                                    14,692        14,967
Other assets                                             25,134        16,062
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations assets                            $124,752      $114,594

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)                    $17,254       $13,542
Loans payable                                             1,991         1,204
Accrued expenses                                         32,854        30,548
Net payable to Financing and Insurance Operations         1,001           816
                                                       --------      --------
  Total current liabilities                              53,100        46,110
Long-term debt                                            7,415         7,118
Postretirement benefits other than pensions              34,166        33,503
Pensions                                                  3,115         4,410
Other liabilities and deferred income taxes              17,426        17,807
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations liabilities                        115,222       108,948
Minority interests                                          574           511
GM investment in Automotive, Electronics
  and Other Operations                                    8,956         5,135
                                                          -----         -----
  Total Automotive, Electronics and Other
    Operations liabilities and GM investment           $124,752      $114,594
                                                       ========      ========


                                                              December 31,
                                                              ------------
FINANCING AND INSURANCE OPERATIONS                         1999          1998
                                                           ----          ----
                                                         (Dollars in Millions)
                        ASSETS
Cash and cash equivalents                                  $712          $146
Investments in securities                                 9,110         8,748
Finance receivables - net                                80,627        70,436
Investment in leases and other receivables               36,407        32,798
Other assets                                             21,312        19,150
Net receivable from Automotive, Electronics
  and Other Operations                                    1,001           816
                                                        -------       -------
  Total Financing and Insurance Operations assets      $149,169      $132,094
                                                        =======       =======

               LIABILITIES AND GM INVESTMENT

Accounts payable                                         $4,262        $4,148
Debt                                                    122,282       107,753
Deferred income taxes and other liabilities              11,282        10,004
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  137,826       121,905
Minority interests                                           22            52
GM investment in Financing and Insurance Operations      11,321        10,137
                                                         ------        ------
  Total Financing and Insurance Operations
    liabilities and GM investment                      $149,169      $132,094
                                                        =======       =======







                                     - 28 -


<PAGE>



                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          For The Years Ended December 31,
                                          --------------------------------
                                          1999         1998            1997
                                          ----         ----            ----
                                                 (Dollars in Millions)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Cash flows from operating activities
Income from continuing operations       $5,576       $3,049          $6,483
Adjustments to reconcile income
  from continuing operations to
  net cash provided by operating
  activities
   Depreciation and amortization
     expense                            12,318       11,147          14,646
   Gain on Hughes Defense spin-off           -            -          (4,269)
   Postretirement benefits
     other than pensions,
     net of payments and
     VEBA contributions                 (1,036)         188            (874)
   Pension expense, net of
     contributions                        (808)         223             269
   Originations and purchases
     of mortgage loans                 (52,874)      54,433)        (30,878)
   Proceeds on sales of
     mortgage loans                     55,777       51,582          28,543
   Originations and purchases
     of mortgage securities             (1,309)      (2,237)         (2,516)
   Proceeds on sales of
     mortgage securities                 1,545          849           1,449
   Change in other investments
     and miscellaneous assets              263          770           1,457
   Change in other operating assets
     and liabilities                     7,500        1,558          (1,552)
   Other                                    78        1,647             826
                                        ------       ------          ------
Net cash provided by operating
  activities                            27,030       14,343          13,584
                                        ------       ------          ------

Cash flows from investing activities
Expenditures for property               (7,384)      (8,231)         (8,647)
Investments in marketable securities
  - acquisitions                       (25,406)     (34,162)        (30,594)
Investments in marketable securities
  - liquidations                        23,479       37,960          28,958
Mortgage servicing rights
  - acquisitions                        (1,424)      (1,862)           (479)
Mortgage servicing rights
  - liquidations                            35           80              23
Finance receivables - acquisitions    (186,379)    (155,613)       (163,614)
Finance receivables - liquidations     130,293      114,662         129,615
Proceeds from sales of
  finance receivables                   48,178       27,681          31,191
Operating leases - acquisitions        (23,165)     (23,525)        (21,073)
Operating leases - liquidations         12,079       15,386          12,187
Proceeds from borrowings of
  Hughes Defense prior to
  the Hughes Defense spin-off                -            -           4,006
Investments in companies,
  net of cash acquired                  (5,108)      (1,144)         (2,272)
Other                                     (192)      (1,131)            765
                                          ----       ------             ---
Net cash used in investing activitie   (34,994)     (29,899)        (19,934)
                                        ------       ------          ------
Cash flows from financing activities
Net increase in loans payable           (2,360)       8,186           5,346
Long-term debt - borrowing              35,561       24,035          14,971
Long-term debt - repayments            (21,359)     (12,869)        (12,500)
Repurchases of common and
  preference stocks                     (3,870)      (3,089)         (4,365)
Proceeds from issuing common
  and preference stocks                  2,005          343             614
Cash dividends paid to stockholders     (1,367)      (1,388)         (1,620)
                                         -----        -----           -----
Net cash provided by financing
  activities                             8,610       15,218           2,446
                                         -----       ------           -----

Effect of exchange rate changes
  on cash and cash equivalents            (206)         317            (482)
                                           ---          ---          ------
Net cash provided by (used in)
  continuing operations                    440          (21)         (4,386)
Net cash provided by (used in)
  discontinued operations                  128         (378)          1,567
                                           ---         ----           -----
Net increase (decrease) in cash
  and cash equivalents                     568         (399)         (2,819)
Cash and cash equivalents at
  beginning of the year                  9,874       10,273          13,092
                                         -----       ------          ------
Cash and cash equivalents at
  end of the year                      $10,442       $9,874         $10,273
                                       =======       ======         =======











                                     - 29 -


<PAGE>
<TABLE>



                CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
<CAPTION>
                                                         For The Years Ended December 31,
                                                         --------------------------------
                                           1999                      1998                      1997
                                           ----                      ----                      ----
                                 Automotive,  Financing    Automotive,   Financing    Automotive,   Financing
                                 Electronics     and       Electronics      and       Electronics      and
                                  and Other   Insurance     and Other    Insurance     and Other    Insurance
                                  ---------   ---------     ---------    ---------     ---------    ---------
Cash flows from operating activities                         (Dollars in Millions)
<S>                                 <C>         <C>           <C>          <C>           <C>          <C>
Income from continuing operations   $4,042      $1,534        $1,627       $1,422        $5,165       $1,318
Adjustments to reconcile income
  from continuing operations to
  net cash provided by operating
  activities
   Depreciation and amortization
     expenses                        6,873       5,445         6,227        4,920         9,833        4,813
   Gain on Hughes Defense spin-off       -           -             -            -        (4,269)           -
   Postretirement benefits other
     than pensions, net of payments
     and VEBA contributions         (1,057)         21           157           31          (900)          26
   Pension expense, net of
     contributions                    (808)          -           223            -           269            -
   Originations and purchases
     of mortgage loans                   -     (52,874)            -      (54,433)            -      (30,878)
   Proceeds on sales of
     mortgage loans                      -      55,777             -       51,582             -       28,543
   Originations and purchases
     of mortgage securities              -      (1,309)            -       (2,237)            -       (2,516)
   Proceeds on sales of
     mortgages securities                -       1,545             -          849             -        1,449
   Change in other investments and
     miscellaneous assets              522        (259)         (162)         932           (51)       1,508
   Change in other operating
     assets and liabilities          7,523         (23)           90        1,468          (993)        (559)
   Other                              (866)        944           581        1,066           563          263
                                      ----         ---           ---        -----           ---          ---
Net cash provided by operating
   activities                       16,229      10,801         8,743        5,600         9,617        3,967
                                    ------      ------         -----        -----         -----        -----

Cash flows from investing activities
Expenditures for property           (7,061)       (323)       (7,952)        (279)       (8,409)        (238)
Investments in marketable
  securities - acquisitions         (4,149)    (21,257)      (13,010)     (21,152)      (12,864)     (17,730)
Investments in marketable
  securities - liquidations          2,886      20,593        16,272       21,688        12,663       16,295
Mortgage servicing rights
  - acquisitions                         -      (1,424)            -       (1,862)            -         (479)
Mortgage servicing rights
  - liquidations                         -          35             -           80             -           23
Finance receivables - acquisitions       -    (186,379)            -     (155,613)            -     (163,614)
Finance receivables - liquidations       -     130,293             -      114,662             -      129,615
Proceeds from sales of finance
  receivables                            -      48,178             -       27,681             -       31,191
Operating leases - acquisitions     (6,415)    (16,750)       (6,397)     (17,128)       (5,680)     (15,393)
Operating leases - liquidations      4,243       7,836         5,609        9,777         3,711        8,476
Proceeds from borrowings of
  Hughes Defense prior to the
  Hughes Defense spin-off                -           -             -            -         4,006            -
Investments in companies,
  net of cash acquired              (2,706)     (2,402)         (971)        (173)       (1,850)        (422)
Net investing activity with
  Financing and Insurance Operations    75           -           338            -           750            -
Other                                 (924)        732          (889)        (242)          554          211
                                      ----         ---          ----         ----           ---          ---
Net cash used in investing
  activities                       (14,051)    (20,868        (7,000)     (22,561)       (7,119)     (12,065)
                                   -------     -------        ------      -------        ------      -------

Cash flows from financing activities
Net increase (decrease) in
  loans payable                        140      (2,500)          (94)       8,280          (398)       5,744
Long-term debt - borrowings          9,090      26,471         2,937       21,098           384       14,587
Long-term debt - repayments         (8,281)    (13,078)       (1,492)     (11,377)       (1,189)     (11,311)
Net financing activity with
  Automotive, Electronics
  and Other Operations                   -         (75)            -         (338)            -         (750)
Repurchases of common and
  preference stocks                 (3,870)          -        (3,089)           -        (4,365)           -
Proceeds from issuing common
  and preference stocks              2,005           -           343            -           614            -
Cash dividends paid to stockholders (1,367)          -        (1,388)           -        (1,620)           -
                                    ------       -----        ------        -----        ------        -----
Net cash (used in) provided by
  financing activities              (2,283)     10,818        (2,783)      17,663        (6,574)       8,270
                                    ------      ------        ------       ------        ------        -----
Effect of exchange rate changes
  on cash and cash equivalents        (206)          -           315            2          (482)           -
Net transactions with
  Automotive/Financing Operations      185        (185)        1,135       (1,135)          338         (338)
                                       ---        ----         -----       ------           ---         ----
Net cash (used in) provided by
  continuing operations               (126)        566           410         (431)       (4,220)        (166)
Net cash provided by (used in)
  discontinued operations              128           -          (378)           -         1,567            -
                                       ---        ----           ---        -----         -----         ----
Net increase (decrease) in cash
  and cash equivalents                   2         566            32         (431)       (2,653)        (166)
Cash and cash equivalents at
  beginning of the year              9,728         146         9,696          577        12,349          743
                                     -----         ---         -----          ---        ------          ---
Cash and cash equivalents at
  end of the year                   $9,730        $712        $9,728         $146        $9,696         $577
                                    ======        ====        ======         ====        ======         ====
</TABLE>


                               * * * * * * * * * *


                                     - 30 -

Hughes' Release

                         New Services-Focused Hughes Reports
                   54-Percent Revenue Growth In Fourth Quarter 1999

                      Record Subscriber Growth Attained in Both
                      U.S. and Latin American DIRECTV(R) Services

      El Segundo,  Calif.,  January 19, 2000 -- Hughes Electronics  Corporation,
reflecting  last week's  announcement  of major changes in its corporate  focus,
today  reported that fourth  quarter 1999 revenues  increased  53.6% to $1,698.0
million  compared with $1,105.2 million in the fourth quarter of 1998. These are
the company's first financial  results  following the announcement that it would
sell its satellite manufacturing businesses to The Boeing Company in an all-cash
transaction  valued at $3.75  billion,  refocus  its  wireless  businesses,  and
realign Hughes into two market-driven sectors.

      "We've begun the new century as a company  that is sharply  focused on our
high-value,  high-growth  entertainment and business  communications  services,"
said  Michael T. Smith,  Hughes  chairman  and chief  executive  officer.  "This
quarter's results reflect the bright future of our new company."

      As required by applicable accounting  standards,  the financial results of
Hughes'   satellite   manufacturing   businesses  are  treated  as  discontinued
operations  to reflect  the impact of the  announced  transaction  with  Boeing.
Consequently,  revenues,  EBITDA(1)  and other  operating  results  for  Hughes'
satellite  manufacturing  businesses are excluded from Hughes' operating results
for all periods presented(2).

     "Once  again,  revenue  growth in the quarter was driven by our  DIRECTV(R)
businesses,"  explained  Smith.  "The  momentum in the United  States just keeps
building. DIRECTV U.S. had yet another quarter of record subscriber growth while
more than  doubling its  revenues.  And as we expand the  availability  of local
programming  and introduce new  interactive  services,  we expect 2000 to be our
best year ever."

      Smith added that the DIRECTV  business in Latin  America also achieved its
best quarter ever,  gaining more than twice as many net new  subscribers as were
added during its  previous  best  quarter.  "With the  completion  of our recent
strategic  initiatives  in  Latin  America,  we feel  that  DIRECTV  is now in a
position to reach its full potential in that region," Smith said.

      EBITDA for the fourth quarter of 1999 was negative $174.4 million compared
to EBITDA of $69.2 million in the same period of 1998. The decline was primarily
due to a previously announced fourth quarter 1999 pre-tax charge of $272 million
related to the  discontinuation of certain wireless businesses at Hughes Network
Systems (HNS).

     Excluding the charge,  EBITDA  increased 41.0% to $97.6 million,  primarily
due to improved  EBITDA at DIRECTV U.S.  related to the United States  Satellite
Broadcasting  Company,  Inc. (USSB) and PRIMESTAR  transactions,  and the larger
subscriber  base.   PanAmSat  also  contributed  a  solid  EBITDA   performance,
principally  due to its lower leaseback  expense  resulting from the exercise of
certain early buy-out options under satellite sale-leaseback agreements.









                                     - 31 -


      In the fourth quarter of 1999, Hughes incurred a loss(3) of $226.7 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.58, compared to earnings(3) of $128.2 million and earnings per share (EPS) of
$0.32 for the same  period  in 1998.  The  declines  were  primarily  due to the
wireless  charge,   higher   depreciation  and  amortization   expenses  related
principally  to the USSB  and  PRIMESTAR  transactions  and  increased  PanAmSat
satellite expenditures,  an increase in net interest expense, and a $115 million
fourth quarter 1998 favorable  adjustment to the income tax provision  resulting
from a tax settlement with the Internal Revenue Service (IRS).

                           FULL-YEAR 1999 FINANCIAL REVIEW

      Year-end 1999 revenues increased 59.8% to $5,560.3 million,  compared with
$3,480.6 million in 1998. This was primarily due to record  subscriber growth in
the Company's U.S. and Latin American DIRECTV businesses,  as well as additional
revenues  resulting  from  the  USSB  and  PRIMESTAR   transactions.   HNS  also
contributed to the revenue growth, primarily through its record sales of DIRECTV
receiving equipment.

      EBITDA  for the year was  $222.7  million  and  EBITDA  margin  was  4.0%,
compared  to EBITDA of $341.7  million  and EBITDA  margin of 9.8% in 1998.  The
declines were  principally  due to the fourth quarter 1999 charge related to the
discontinuation  of certain  HNS  wireless  businesses,  which more than  offset
EBITDA gains at DIRECTV U.S. and  PanAmSat.  Excluding  the charge,  1999 EBITDA
increased  44.8% to $494.7 million due to EBITDA gains at DIRECTV,  PanAmSat and
HNS.

      In 1999,  Hughes  incurred a loss of $270.3  million and a loss per share,
including  the  effect of  preferred  stock  dividends,  of $0.77,  compared  to
earnings of $271.7 million and EPS of $0.68 in 1998. The declines were primarily
attributable  to the reduced  EBITDA,  a second  quarter 1999 pre-tax  charge of
$125.0  million  related to  increased  development  costs and  schedule  delays
associated with several new product lines at Hughes Space and Communications,  a
first  quarter  1999  pre-tax  charge  of  $92.0  million   resulting  from  the
termination  of the  contract  for the  Asia-Pacific  Mobile  Telecommunications
(APMT)  satellite  system  due to  export  licenses  not  being  issued,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions  and  increased  PanAmSat  satellite  expenditures,   an
increase in net interest expense,  and the 1998 favorable  adjustment to the tax
provision.  These  declines  were  partially  offset  by a  first  quarter  1999
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(4).

                               SEGMENT FINANCIAL REVIEW
                                 FOURTH QUARTER 1999

                               Direct-To-Home Broadcast

      Fourth  quarter  revenues  for the segment  more than  doubled to $1,213.6
million  from  $567.6  million in the fourth  quarter of 1998.  The  segment had
negative EBITDA of $24.9 million  compared with negative EBITDA of $69.4 million
in the fourth quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,100 million, more
than twice last year's fourth quarter revenues of $476 million. The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.





                                     - 32 -

      In December 1999, DIRECTV became the first U.S. direct broadcast satellite
service  to add  more  than  200,000  net new  subscribers  in a  single  month,
contributing  to its  all-time  high  quarter of 515,000 new  subscribers.  This
represented a 29% increase over the 400,000 new subscribers  added in the fourth
quarter of 1998.  In addition,  241,000  customers  were  transitioned  from the
PRIMESTAR  By  DIRECTV  medium-power  service to the  high-power  service in the
quarter.

      For the  full-year  1999,  DIRECTV  added  1,606,000  net  new  high-power
subscribers, a 39% increase over the 1,157,000 new subscribers added in 1998. In
addition, DIRECTV converted 470,000 customers from PRIMESTAR By DIRECTV in 1999.
As of December 31,  1999,  DIRECTV  served more than 8 million  U.S.  customers,
including  approximately  1.4 million  customers  subscribing  to  PRIMESTAR  By
DIRECTV.

      EBITDA for the fourth quarter of 1999 was $27 million compared to negative
EBITDA of $32 million in the preceding  year's fourth quarter.  This improvement
was principally due to contributions  from the USSB and PRIMESTAR  transactions,
as well as improved EBITDA resulting from the larger high-power subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$102 million in revenues for the quarter compared with $73 million in the fourth
quarter  of 1998.  This  increase  was due to the record  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)(5), Grupo Galaxy Mexicana , S.A. de C.V. (GGM)(5), and SurFin, Ltd.(5).

      In the fourth  quarter,  the  DIRECTV  service in Latin  America had three
consecutive  months  of  record  subscriber  growth,   adding  136,000  net  new
subscribers, which is more than twice as many as the 61,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
December 31, 1999 was 804,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $42 million
compared  to negative  EBITDA of $30  million  for the same period in 1998.  The
change was primarily due to the impact of the  consolidation of GLB and GGM, and
higher marketing expenses in the region.

      In addition, DIRECTV Japan, of which Hughes currently owns 42%, reported a
total of 386,000  subscribers at the end of the fourth quarter of 1999.  Hughes'
share of DIRECTV  Japan's losses was $74 million for the quarter,  compared with
$36 million in the fourth  quarter of 1998. The higher loss was primarily due to
increased marketing expenses in the region, as well as the recording of a higher
portion of equity  losses  resulting  from an increase in Hughes'  investment in
DIRECTV  Japan.  These losses are reported in "Other,  net" in the  Statement of
Income (Loss) and Available Separate Consolidated Net Income (Loss).

                                  Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  generated  revenues  of $206.0
million in the fourth quarter of 1999, compared with $196.7 million in the prior
year's  period.  The increase was  primarily  due to new service  agreements  on
satellites  placed in  service  in 1999 as well as  continued  growth in special
events service revenues.  During the fourth quarter of 1999,  telecommunications
services  revenues  increased  19% to $49 million  while  total  video  services
revenues  increased  2% to $146  million  compared  to the prior  year's  fourth
quarter.





                                     - 33 -

      EBITDA for the quarter was $152.9 million  compared to fourth quarter 1998
EBITDA of $144.3 million. EBITDA margin in the fourth quarter of 1999 was 74.2%,
compared to 73.4% in the same period of 1998. The increases in EBITDA and EBITDA
margin resulted  primarily from lower  leaseback  expense due to the exercise of
certain early buy-out options under  satellite  sale-leaseback  agreements,  and
increased operating lease revenues.

                                 Network Systems

      HNS revenues in the fourth quarter of 1999 were $386.5  million,  compared
to $402.6  million in the fourth quarter of 1998.  This decline was  principally
due  to  reduced   sales  of  its   wireless   telecommunications   systems  and
international private business network systems.  These declines more than offset
higher  sales of  DIRECTV  receiving  equipment.  HNS  shipped  715,000  DIRECTV
receiving  systems in the fourth quarter of 1999 compared to 300,000 in the same
year-ago period.

      HNS recorded  negative EBITDA of $241.5 million in the quarter compared to
EBITDA of $43.0  million  in the  fourth  quarter of 1998.  This  reduction  was
primarily due to the previously announced pre-tax charge of $272 million related
to the  discontinuation  of certain  wireless  businesses,  and reduced sales of
international  private business network systems. HNS' wireless business will now
focus on its leading  broadband  wireless access  (point-to-multipoint)  product
line and will  discontinue its mobile cellular and narrowband local loop product
lines.  HNS will  fulfill  its  outstanding  contractual  obligations  for these
discontinued product lines.

                                  BALANCE SHEET

      From December 31, 1998 to December 31, 1999,  the  Company's  cash balance
declined  $1,103.8  million to $238.2 million and total debt increased  $1,206.6
million to $2,141.4  million.  The principal cash requirements for the year were
the USSB and PRIMESTAR transactions,  purchase of the Tempo high-power satellite
assets, early buy-out of certain PanAmSat satellite  sale-leaseback  agreements,
increased  investment  in the  DIRECTV  businesses  in Latin  America and Japan,
capital   expenditures   and  general   working  capital   requirements.   These
requirements  were  partially  offset by a $1.5  billion  investment  by America
Online, Inc. (AOL).

      Hughes  is  the   world's   leading   provider   of   digital   television
entertainment,   satellite  services,   and  satellite-based   private  business
networks. The earnings of Hughes, a unit of General Motors Corporation, 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 certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.

                                     - 34 -

----------------------
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)   For  all  periods   presented,   net  income  generated  by  the  satellite
     manufacturing businesses (previously referred to as the "Satellite Systems"
     segment) is reported as "Income from discontinued operations, net of taxes"
     on the Statement of Income (Loss) and Available  Separate  Consolidated Net
     Income (Loss).  Similarly,  all assets and liabilities of those  businesses
     are  reported as "Net  assets of  discontinued  operations"  on the Balance
     Sheet.
3)   Excludes the effects of purchase accounting  adjustments related to General
     Motors' acquisition of Hughes in 1985.
4)   Hughes was awarded a final judgement arising from its long-running Williams
     patent infringement case, which was originally filed by Hughes in 1973. The
     award resulted from the repeated infringement by the U.S. Government over a
     span  of  two  decades  of  a  patent  that  revolutionized  communications
     satellite attitude control and made the geosynchronous satellite practical.
     A payment of $154.6  million was received in the first  quarter of 1999 and
     is recorded in "Income from discontinued operations, net of taxes."
5)   Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
     service in Brazil.  Grupo Galaxy Mexicana,  S.A. de C.V. (GGM) is the local
     operating  company  providing  DIRECTV  service  in  Mexico.  SurFin  Ltd.,
     provides financing for DIRECTV receiving  equipment in Latin America.  As a
     result of  transactions  that were  completed in July 1999 (GLB),  February
     1999 (GGM) and November 1998 (SurFin),  Hughes owns a majority  position in
     each company.


                                       ###





































                                     - 35 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                              Year Ended
                                    Fourth Quarter            December 31,
                                    --------------            ------------
                                   1999        1998        1999        1998
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,394.1      $757.8    $4,489.3    $2,603.6
Product sales                      303.9       347.4     1,071.0       877.0
----------------------------------------------------------------------------
   Total Revenues                1,698.0     1,105.2     5,560.3     3,480.6
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              366.1       286.6     1,028.3       643.0
Broadcast programming and
  other costs                      657.6       375.2     2,001.4     1,175.0
Selling, general, and
  administrative expenses          848.7       374.2     2,307.9     1,320.9
Depreciation and amortization      189.5       110.5       647.4       384.6
Amortization of GM purchase
  accounting adjustments (1)         0.8         0.8         3.3         3.3
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,062.7     1,147.3     5,988.3     3,526.8
----------------------------------------------------------------------------
Operating Loss                    (364.7)      (42.1)     (428.0)      (46.2)
Interest income                      6.2        23.7        27.0       112.3
Interest expense                   (51.7)       (8.0)     (122.7)      (17.5)
Other, net                         (60.6)      (50.6)     (136.3)     (151.8)
----------------------------------------------------------------------------
Loss From Continuing Operations
   Before Income Taxes, Minority
   Interests and Cumulative
   Effect of Accounting Change    (470.8)      (77.0)     (660.0)     (103.2)
Income tax benefit                (177.2)     (143.0)     (236.9)     (142.3)
Minority interests in net
   losses of subsidiaries            9.9         5.2        32.0        24.4
----------------------------------------------------------------------------
Income (Loss) from continuing
   operations before cumulative
   effect of accounting change    (283.7)       71.2      (391.1)       63.5
Income from discontinued
   operations, net of taxes         51.9        51.9        99.8       196.4
----------------------------------------------------------------------------
Income (Loss) before cumulative
   effect of accounting change    (231.8)      123.1      (291.3)      259.9
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------
Net Income (Loss)                 (231.8)      123.1      (291.3)      250.7
Adjustments to exclude
   the effect of GM purchase
   accounting adjustments (1)        5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
Earnings (Loss) Excluding the
   Effect of GM Purchase
   Accounting Adjustments         (226.7)      128.2      (270.3)      271.7
Preferred stock dividends          (24.6)          -       (50.9)          -
----------------------------------------------------------------------------
Earnings (Loss) Used for
   Computation of Available
   Separate Consolidated
   Net Income (Loss)             $(251.3)     $128.2     $(321.2)     $271.7
============================================================================
Available Separate Consolidated
   Net Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       136.3       105.9       124.7       105.3
Average Class H dividend base
   (in millions)(Denominator)      430.1       399.9       418.5       399.9
Available Separate Consolidated
   Net Income (Loss)              $(79.6)      $33.9      $(95.7)      $71.5
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share Basis
   Income (Loss) from continuing
     operations before cumulative
     effect of accounting change  $(0.71)      $0.18      $(1.05)      $0.17
   Income from discontinued
     operations, net of taxes      $0.13       $0.14       $0.28       $0.53
   Cumulative effect of
     accounting change,
     net of taxes                      -           -           -      $(0.02)
----------------------------------------------------------------------------
Earnings (Loss) Attributable
   to General Motors Class H
   Common Stock on a Per Share
   Basis - Basic and Diluted      $(0.58)      $0.32      $(0.77)      $0.68
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.
                                     - 36 -


BALANCE SHEET
(Dollars in Millions)
                                                   December 31,    December 31,
ASSETS                                                1999            1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $238.2         $1,342.0
Accounts and notes receivable                         960.9            764.6
Contracts in process                                  155.8            179.0
Inventories                                           236.1            286.6
Net assets of discontinued operations               1,159.5            972.4
Prepaid expenses, deferred income taxes and other     788.2            321.1
----------------------------------------------------------------------------

Total Current Assets                                3,538.7          3,865.7
Satellites - net                                    3,907.3          3,197.5
Property - net                                      1,223.0            683.0
Net Investment in Sales-type Leases                   146.1            173.4
Intangible Assets, net                              7,406.0          3,185.9
Investments and Other Assets                        2,039.9          1,302.4
----------------------------------------------------------------------------

Total Assets                                      $18,261.0        $12,407.9
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,062.2           $691.8
Advances on contracts                                  23.0             20.1
Deferred revenues                                     130.5             43.8
Current portion of long-term debt                     555.4            156.1
Accrued liabilities                                   618.8            257.0
----------------------------------------------------------------------------

Total Current Liabilities                           2,389.9          1,168.8
Long-Term Debt                                      1,586.0            778.7
Postretirement Benefits Other Than Pensions            19.7             20.4
Other Liabilities and Deferred Credits              1,433.3            935.3
Deferred Income Taxes                                 672.5            641.1
Commitments and Contingencies
Minority Interests                                    544.3            481.7
Stockholder's Equity                               11,615.3          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,261.0        $12,407.9
============================================================================
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).

















                                     - 37 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Year  Ended
                                    Fourth Quarter          December 31,
                                    --------------       ----------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,213.6      $567.6  $3,785.0    $1,816.1
EBITDA (1)                        $(24.9)     $(69.4)    $19.9     $(125.8)
EBITDA Margin (1)                  N/A         N/A         0.5%      N/A
Operating Loss                   $(132.7)     $(94.5)  $(292.1)    $(228.1)
Depreciation and Amortization     $107.8       $25.1    $312.0      $102.3
Capital Expenditures (2)          $263.5      $100.7    $516.9      $230.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $206.0      $196.7    $810.6      $767.3
EBITDA (1)                        $152.9      $144.3    $618.8      $553.3
EBITDA Margin (1)                   74.2%       73.4%     76.3%       72.1%
Operating Profit                   $80.2       $82.4    $341.6      $321.6
Operating Profit Margin             38.9%       41.9%     42.1%       41.9%
Depreciation and Amortization      $72.7       $61.9    $277.2      $231.7
Capital Expenditures (3)          $133.4      $316.7    $956.4      $921.7
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $386.5      $402.6  $1,384.7    $1,076.7
EBITDA (1)                       $(241.5)      $43.0   $(178.1)      $52.6
EBITDA Margin (1)                  N/A          10.7%    N/A           4.9%
Operating Profit (Loss)          $(253.0)      $31.1   $(227.3)      $10.9
Operating Profit Margin            N/A           7.7%    N/A           1.0%
Depreciation and Amortization      $11.5       $11.9     $49.2       $41.7
Capital Expenditures               $11.9       $13.6     $35.0       $40.0
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(108.1)     $(61.7)  $(420.0)    $(179.5)
EBITDA (1)                        $(60.9)     $(48.7)  $(237.9)    $(138.4)
Operating Loss                    $(58.4)     $(60.3)  $(246.9)    $(147.3)
Depreciation and Amortization      $(2.5)      $11.6      $9.0        $8.9
Capital Expenditures              $111.1       $21.8    $157.0      $136.3
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,698.0    $1,105.2  $5,560.3    $3,480.6
EBITDA (1)                       $(174.4)      $69.2    $222.7      $341.7
EBITDA Margin (1)                  N/A           6.3%      4.0%        9.8%
Operating Loss                   $(363.9)     $(41.3)  $(424.7)     $(42.9)
Depreciation and Amortization     $189.5      $110.5    $647.4      $384.6
Capital Expenditures              $519.9      $452.8  $1,665.3    $1,328.8

*  The Financial Statements reflect the application of purchase accounting
   adjustments related to GM's  acquisition of Hughes.  However,  as provided in
   the General Motors' Restated Certificate of Incorporation,  the earnings
   attributable to GM Class H common stock for purposes of determining the
   amount  available for the payment of dividends on GM Class H common stock
   specifically exclude such adjustments.  In order to  provide  additional
   analytical  data,  the  above unaudited  pro forma  selected  segment  data,
   which  exclude  the  purchase accounting adjustments related to GM's
   acquisition of Hughes, are presented.
(1)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 satellite  expenditures  amounting to $46.9 million,  $32.2 million,
   $136.0 million and $70.2 million, respectively.
(3)Includes satellite expenditures amounting to $124.0 million,  $304.1 million,
   $532.8  million  and  $726.3   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $369.5  million and $155.5 million for the years ended December 31,
   1999 and 1998, respectively.




                                   * * * * * *




                                     - 38 -



                                    SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 20, 2000
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)












































                                     - 39 -
[{"type": "8-K", "sequence": "1", "description": "GM 4TH QTR PRESS RELEASE 99", "secsgml_size_bytes": 138257}]
{"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": "510291"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48265-1000", "phone": "3135565000"}, "mail-address": {"street1": "3044 W GRAND BOULEVARD", "city": "DETROIT", "state": "MI", "zip": "48202-3091"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) January 20, 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
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                      - 1 -

ITEM 5. OTHER EVENTS

     On January  20,  2000,  a news  release was issued on the subject of fourth
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 Annual Report on Form 10-K. Following is the
fourth quarter earnings release for GM, and their subsidiary Hughes  Electronics
Corporation's (Hughes) earnings release dated January 19, 2000.

                GM REPORTS RECORD ANNUAL REVENUES OF $176.6 BILLION FOR 1999
              REVENUE GROWTH DRIVES RECORD ANNUAL EARNINGS OF $8.53 PER SHARE

     DETROIT -- Record  calendar-year  revenues and earnings were reported today
by General  Motors Corp.  (NYSE:  GM) on  continued  strong  performance  by its
automotive  operations and record  earnings at General Motors  Acceptance  Corp.
(GMAC).

     -  GM's consolidated net sales and revenues totaled a record $176.6 billion
        in  calendar-year  1999,  an increase of 13.6 percent  compared with the
        prior year when revenues were $155.4 billion.
     -  The revenue growth in 1999 helped drive a record $8.53 diluted  earnings
        per share of GM $1-2/3 par value  common  stock for the  calendar  year,
        compared with $4.32 per share in 1998.
     -  Income during 1999 totaled $5.6 billion, compared with $3.0 billion in
        the prior year.
     -  Excluding  special items (see  "Highlights"  for  details),  1999 income
        totaled a record $5.7 billion, or $8.62 per share.
     -  GM's  global  automotive  operations  generated  record  income  of $5.0
        billion  in 1999,  driven by GM North  America's  record  income of $4.8
        billion.
     -  GMAC had record income totaling $1.5 billion in 1999.
     -  GM's fourth-quarter-1999 revenues totaled $46.3 billion, compared with
        $44.6 billion in 1998.
     -  Income for the fourth quarter of 1999 totaled $1.1 billion, or $1.86 per
        share, compared with $1.7 billion, or $2.48 per share, in the prior-year
        period.

     "We're pleased that our financial  performance remained on track even as we
faced  unceasing  competitive  pressures,"  said GM Chairman and Chief Executive
Officer John F. Smith,  Jr.  "Record  market  demand in North America and Europe
fueled  increased sales of GM vehicles in these intensely  competitive  markets,
while we continued to be affected by economic pressures in Latin America and the
Asia-Pacific region.  We're particularly  gratified by the record performance of
our automotive operations in North America, and GMAC," he said.

     "As we close the  books on the  decade of the 90s,  we feel  we've  taken a
number of important  steps to secure the future of General  Motors," Smith said.
"Very  significant  among  these  were  our  strong  financial  turnaround;  the
restructuring  of the  corporation  with the  separation  of  Delphi  Automotive
Systems,  Hughes Defense, and Electronic Data Systems; the global integration of
our automotive  operations and expansion of our strategic global alliances;  and
our aggressive move into e-commerce,  including the establishment of e-GM and GM
TradeXchange.

                                      - 2 -

     "We enter the 21st  century  with a strong  foundation,"  Smith said,  "and
we'll need to be even  stronger as we face the tough  challenges  and  boundless
opportunities  ahead of us. We are implementing our plans to make General Motors
a faster, leaner, more innovative and customer-focused enterprise."

     Cash,  marketable  securities,  and  assets  of  the  Voluntary  Employees'
Beneficiary   Association  (VEBA)  trust  invested  in  short-term  fixed-income
securities  totaled $14.4 billion at Dec. 31, 1999,  compared with $13.1 billion
at Dec.  31,  1998,  and $16.7  billion at Sept.  30,  1999.  These cash amounts
exclude GM's financing and insurance operations.

     "The  strength of our cash  position  allowed us to complete  our latest $4
billion stock-repurchase  program, and take advantage of growth opportunities by
expanding  and  strengthening  our global  automotive  partnerships,  along with
funding our strong commitment to new products," Smith said.

     During the fourth  quarter of 1999, GM  repurchased  23.3 million shares of
its $1-2/3 par value common stock worth $1.6 billion. Since January 1997, GM has
repurchased approximately 140 million shares of GM $1-2/3 par value common stock
worth $9.0 billion, or more than 18 percent of the total shares outstanding.

     The corporation's 1999-calendar-year return on net assets (RONA), excluding
Hughes,  was  14.0  percent.  "RONA  performance  in 1999  was  well  above  our
12.5-percent  target,"  Smith said.  "We are focused on further  improving  this
performance to maintain our financial  strength and provide a superior return to
our shareholders."

     Unless otherwise noted,  corporate and sector data in the remainder of this
release  exclude  special  items  (see  "Highlights"  for   fourth-quarter   and
calendar-year data).

     GM's  1999-calendar-year  results  were  driven  by  strong  year-over-year
increases at GM North America  (GMNA) and GMAC.  After  adjusting both years for
the above-mentioned special items, and excluding the $1.5 billion strike-related
unfavorable impact in 1998, GM North America posted a 42-percent  improvement in
income in 1999 over the prior year. In establishing its new calendar-year-record
results,  GMAC  generated  over 16 percent  more  income in 1999 than during the
prior year.

     "These  strong GMNA and GMAC  results  and  improvements  in Latin  America
reflect our emphasis on reducing structural costs and growing the business. This
performance  offset reduced  earnings and losses in other areas of our business,
again  demonstrating  the  advantages  of  operating  as a  globally  integrated
enterprise," Smith said.

     GM's  fourth-quarter-1999  results primarily reflected lower production and
unfavorable mix due to the full-size utility truck startups in North America and
lower  production  in Europe.  In  addition,  all the  automotive  regions  face
continuing  competitive  pressures,  while  Hughes has  incurred  further  costs
associated with the rapid acceleration of its DIRECTV operations.

     Following  is a summary of income from GM's  business  segments in the 1999
fourth quarter and calendar year,  compared with the  prior-year  period.  These
results  are  adjusted  to exclude  special  items.  Calendar-year-1998  results
include the previously  mentioned  unfavorable strike impact.  (see "Highlights"
for additional information):

                                      - 3 -

Adjusted Fourth Quarter and Calendar Year Income (Loss)    ($ in Millions)

                                  Fourth Quarter         Calendar Year
                                1999        1998        1999        1998
                                ----------------------------------------
   GM North America           $1,013      $1,663      $4,565      $1,715
   GM Europe                     $30        $146        $423        $463
   GM Latin America/Africa
      /Mid-East                  $18       ($161)       ($81)      ($124)
   GM Asia Pacific              ($23)      ($116)      ($218)      ($146)
   Other Automotive              $12         ($5)        $35         ($2)
                                 ---         ----        ---         ----
   Total Automotive           $1,050      $1,527      $4,724      $1,906
   GMAC                         $367        $298      $1,543      $1,325
   Hughes                       ($61)       $119       ($105)       $272
   Other                       ($101)       ($32)      ($476)      ($182)
                               ------       -----      ------      ------
   Total Income from
     Continuing Operations    $1,255      $1,912      $5,686      $3,321

     GM  Automotive's  net margin was 2.8 percent in the fourth quarter of 1999,
and 3.2 percent for the calendar year, compared with a net margin of 4.1 percent
in the fourth quarter of 1998, and 1.5 percent for calendar-year  1998. GM North
America's  net margin was 3.4  percent  in the fourth  quarter of 1999,  and 4.0
percent for the calendar  year,  compared with 5.8 percent in the fourth quarter
of 1998 and 1.8 percent for the 1998 calendar year.

     "Taking  advantage of a record market, GM North America had a strong year,"
said GM President and Chief  Operating  Officer G. Richard  Wagoner,  Jr. "We're
extremely  pleased  with  the  reaction  of  customers  to our 14 new  products,
especially our new full-size pickups.  In fact, these models contributed heavily
to our all-time-high truck sales in 1999."

     GM's global automotive  operations were  strengthened  during 1999 with the
enhancement and expansion of major partnerships and alliances.  "We strengthened
our alliances with Isuzu and Suzuki,  forged a new  partnership  with Fuji Heavy
Industries,  and we recently announced that we will take full ownership of Saab.
We also strengthened our collaboration  with Toyota,  and in December  announced
joint activities with Honda," Wagoner said.

     "Our alliance  strategy is an innovative  way to achieve  growth that takes
advantage of unique opportunities in geographic regions,  product segments,  and
technology.  It's a big departure  from the  industry's  historic  'go-it-alone'
approach, but we think it's right for today's world," Wagoner said.

     "While  industry  sales in Europe were at record  levels  once  again,  the
competitive  environment  continued to heat up," Wagoner said.  "GM Europe (GME)
had record vehicle deliveries of 1,979,000 units in 1999,  resulting in a market
share of 9.8 percent,  an improvement  of 0.2  percentage  points over 1998. And
importantly,  GME was profitable in all four quarters of 1999.  For 2000,  we're
accelerating our focus on improving financial performance and growing sales with
a strong array of new products," he said.

     "Although the Latin America/Africa/Mid-East region continued to be affected
by poor  economic  conditions,  we were  pleased that we moved into a profitable
position in the fourth quarter of 1999, a notable turnaround from the prior-year
period,"  Wagoner said.  "Operating  efficiencies  continued to improve,  and we
strengthened our position in the region, growing our market share in 1999 by 0.9
percentage points to 16.6 percent."

                                      - 4 -

     The Asia-Pacific  region  significantly  reduced its fourth-quarter  losses
compared with the prior-year period. "This was largely due to the strong startup
of our  Shanghai GM joint  venture in China,  and Holden's  excellent  sales and
financial  performance  in  Australia,"  Wagoner  said.  "We  continue to better
position ourselves for future growth in the region through expanded and enhanced
strategic partnerships and alliances."

     GMAC's  improved  financial  performance in both the fourth quarter of 1999
and the calendar year was led by strong  improvements at its core North American
automotive-financing  operations.  For the calendar year, earnings from mortgage
operations more than doubled from the previous year.

     "GMAC's  earnings for 1999 were a record and represented the fifth straight
year of increasing earnings.  While our North American auto finance and mortgage
operations posted the biggest  improvements,  continued investments in insurance
and  international  operations plus our recent  expansion in commercial  finance
have paved the way for continued growth in overall  financial-services  income,"
Smith said.

     Hughes  Electronics'  net sales and  revenues  increased 25 percent to $7.6
billion in 1999, from $6.1 billion in 1998. "The revenue  increase was primarily
driven by  continued  growth in the DIRECTV  business,  which added a record 1.6
million net new subscribers in 1999," Smith said.  "DIRECTV  continues to be the
world's largest  direct-to-home  provider of digital  entertainment  programming
with more than 9 million subscribers worldwide."

     Hughes' net loss in 1999's  fourth  quarter and calendar year was primarily
related to investments in growth opportunities,  which are expected to result in
increased revenues and profits in the future.

     Hughes last week  announced  major changes in its  corporate  structure and
business  mix that are designed to sharply  focus the  company's  resources  and
management attention on its high-growth entertainment, information, and business
communications services.  Actions included the sale of Hughes' satellite systems
operations,  and  a  strategy  to  discontinue  certain  wireless  manufacturing
activities and focus on wireless broadband opportunities.

     In this news release, use of the words anticipate, expect, should, believe,
plan, intensify,  overcome 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 Current  Reports on Form 8-K dated April 12, 1999,  and filed on
April 15, 1999, and April 21, 1999.

                                      # # #

                                      - 5 -

     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                     Three Months Ended
                                         December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1999     1999(1)  1998     1998(1)
                             --------  -------  -------  --------
     Net sales and revenues
     Manufactured products    $40,006 $40,006   $39,074   $39,074
     Financial services         3,929   3,929     3,495     3,495
     Other income               2,327   2,327     2,055     2,055
                               ------  ------    ------    ------
     Total net sales and
       revenues               $46,262 $46,262   $44,624   $44,624
                               ------  ------    ------    ------
     Income from continuing
       operations              $1,145  $1,255    $1,684    $1,912
     Income from discontinued
       operations                   -       -        88       N/A
                               ------  ------    ------    ------
     Consolidated net income   $1,145  $1,255    $1,772       N/A
     Net profit margin from
       continuing operations      2.5%    2.7%      3.8%      4.3%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $1,196  $1,253    $1,637    $1,865
       Discontinued operations      -       -        88       N/A
                               ------  ------    ------    ------
       $1-2/3 par value        $1,196  $1,253    $1,725       N/A
       Class H (4)               $(80)   $(27)      $32       $32

     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $1.90   $1.99     $2.51     $2.86
       Discontinued operations      -       -      0.13       N/A
                               ------  ------    ------    ------
       $1-2/3 par value         $1.90   $1.99     $2.64       N/A
       Class H (4)             $(0.58) $(0.20)    $0.30     $0.30
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $1.86   $1.95     $2.48     $2.82
       Discontinued operations      -       -      0.13       N/A
                               ------  ------    ------    ------
       $1-2/3 par value         $1.86   $1.95     $2.61       N/A
       Class H (4)             $(0.58) $(0.20)    $0.30     $0.30
     .............................................................
     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
                                        December 31,
                                   ----------------------
                                     1999         1998
                                   ---------    ---------
       $1-2/3 par value             $26.19       $20.00
       Class H                      $15.71       $12.00
     .............................................................

   See footnotes beginning on page 12.
                                              Continues

                                      - 6 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Segment
     (Dollars in Millions)
                                      Three Months Ended
                                      December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (7)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,270       $257      $1,013
     GM Europe (GME)                 30          -          30
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                      18          -          18
     GM Asia/Pacific (GMAP)         (23)         -         (23)
     Other Automotive                12          -          12
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $1,307       $257      $1,050
     Hughes  (6)                   (226)      (165)        (61)
     Other                         (282)      (186)        (96)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations          $799       $(94)       $893

     GMAC                          $351       $(16)       $367
     Other                           (5)         -          (5)
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $346       $(16)       $362
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $1,145      $(110)     $1,255
     Income (loss) from
       discontinued operations        -          -           -
                                  -----       ----       -----
     Consolidated Net
       Income (Loss)             $1,145      $(110)     $1,255
                                  =====       ====       =====

   See footnotes beginning on page 12.
                                              Continues

                                      - 7 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Segment
     (Dollars in Millions)

                                     Three Months Ended
                                      December 31, 1998
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,583       $(80)     $1,663
     GM Europe (GME)                146          -         146
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                    (212)       (51)       (161)
     GM Asia/Pacific (GMAP)        (213)       (97)       (116)
     Other Automotive                (5)         -          (5)
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $1,299      $(228)     $1,527
     Hughes (4)(6)                  119          -         119
     Other                          (53)         -         (53)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations        $1,365      $(228)     $1,593

     GMAC                          $298         $-        $298
     Other                           21          -          21
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $319         $-        $319
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $1,684      $(228)     $1,912
     Income from discontinued
       operations                    88        N/A         N/A
                                  -----       ----       -----
     Consolidated Net
       Income                    $1,772        N/A         N/A
                                  =====       ====       =====

      See footnotes beginning on page 12.
                                                               Continues

                                      - 8 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Region
     (Dollars in Millions)
                                              Three Months Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $29,948  $6,556  $ 1,261    $ 941
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,964     $37     $(42)    $(27)
     Income tax expense (benefit)       668      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income (loss)               $1,270     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    0.5%     1.4%   (2.4%)
     Effective income tax rate         34.0%   32.4%   119.0%   (3.7%)

     LESS: Special Items (7)
     -------------------
     Total net sales and revenues        $-     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax income                    $415      $-       $-       $-
     Income tax expense                 158       -        -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net income                        $257      $-       $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $29,948  $6,556   $1,261     $941
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,549     $37     $(42)    $(27)
     Income tax expense (benefit)       510      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income (loss)               $1,013     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit (loss) margin           3.4%    0.5%     1.4%   (2.4%)
     Effective income tax rate         32.9%   32.4%   119.0%   (3.7%)

      See footnotes beginning on page 12.

                                                               Continues

                                      - 9 -

     HIGHLIGHTS - Q4 Adjusted for Special Items by Region
     (Dollars in Millions)
                                              Three Months Ended
                                              December 31, 1998
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $28,578  $7,493   $1,437     $850
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,403    $229    $(366)    $(97)
     Income tax expense (benefit)       813      81     (139)       3
     Equity income/(loss) and
       minority interests                (7)     (2)      15     (113)
                                      -----   -----    -----      ---
     Net income (loss)               $1,583    $146    $(212)   $(213)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.5%    1.9%   (14.8%) (25.1%)
     Effective income tax rate         33.8%   35.4%    38.0%   (3.1%)

     LESS: Special Items (2)
     -------------------
     Total net sales and revenues       $ -     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax loss                     $(105)    $ -     $(82)    $(37)
     Income tax benefit                 (40)      -      (31)       -
     Equity income/(loss) and
       minority interests               (15)      -        -      (60)
                                      -----   -----    -----      ---
     Net (loss) income                 $(80)    $ -     $(51)    $(97)
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $28,578  $7,493   $1,437     $850
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,508    $229    $(284)    $(60)
     Income tax expense (benefit)       853      81     (108)       3
     Equity income/(loss) and
       minority interests                 8      (2)      15      (53)
                                      -----   -----    -----      ---
     Net income (loss)               $1,663    $146    $(161)   $(116)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.8%    1.9%   (11.2%) (13.6%)
     Effective income tax rate         34.0%   35.4%    38.0%   (5.0%)

      See footnotes beginning on page 12.

                                                               Continues

                                     - 10 -

     HIGHLIGHTS - Q4 Operating Information
                                     Three Months Ended
                                        December 31,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             704          739
                        Trucks           633          616
                                      ------       ------
         Total United States           1,337        1,355
       Canada and Mexico                 157          169
                                      ------       ------
           Total GM North America      1,494        1,524
                                      ------       ------
       GME                               497          525
       GMLAAM                            124          131
       GMAP                              109           91
                                      ------       ------
         Total International             730          747
                                      ------       ------
             Total Worldwide           2,224        2,271
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  202          209
                 - Trucks                427          382
       Pontiac                           132          134
       GMC                               134          112
       Buick                              89          102
       Oldsmobile                         70           98
       Saturn                             54           52
       Cadillac                           45           52
       Other                               8            9
                                      ------       ------
         Total United States           1,161        1,150
       Canada and Mexico                 172          148
                                      ------       ------
         Total GM North America        1,333        1,298
                                      ------       ------
       GME                               445          443
       GMLAAM                            136          144
       GMAP                              119          107
                                      ------       ------
         Total International             700          694
                                      ------       ------
             Total Worldwide           2,033        1,992
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           27.9%        31.7%
         Trucks                         27.9%        26.5%
           Total                        27.9%        29.1%
       Total North America              27.5%        28.5%
       Total Europe                      9.8%        10.0%
       Total Latin America              20.7%        19.7%
       Total Asia and Pacific            4.0%         4.0%
             Total Worldwide            15.4%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.1%        32.8%
       % Fleet Sales - Trucks           12.8%        13.4%
       Total vehicles                   20.2%        23.8%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                93          83
       Trucks                              85          76
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(5)96.6%       N/A
      .....................................................
      GMNA
       Net Price (%)                    (0.3%)        1.3%
      .....................................................
       See footnotes beginning on page 12.
                                               Continues
                                     - 11 -

     HIGHLIGHTS - Q4 Other Financial Information
     (Dollars in Millions Except Per Share Amounts)

                                    Three Months Ended
                                       December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (3)
       Depreciation                   $1,080       $1,032
       Amortization of special tools     603          767
       Amortization of intangible
         assets                           69           29
                                      ------        -----
            Total                     $1,752       $1,828
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GMNA                              217          226
       GME                                81           84
       GMLAAM                             23           24
       GMAP                               10           10
       Hughes                             18           15
       GMAC                               28           24
       Other                              11           13
                                      ------       ------
         Total                           388          396
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,546      $5,065
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (see page 24 for a breakout of the special items for each
         respective year). Reported amounts for discontinued operations have not
         been adjusted for special items.
     (2) As a  result  of GM's  Competitiveness  Studies,  fourth  quarter  1998
         continuing  operations  were impacted by charges  totaling $224 million
         ($228 million  after-tax or $0.34 diluted  earnings per share of $1-2/3
         par value common  stock).  These studies were  performed in conjunction
         with GM's business planning cycle.
     (3) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (4) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million change as a restatement of first quarter 1998 results.
     (5) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999. Quarterly 1998 figures are not available,
         however,  capacity  utilization  for Calendar Year 1998 was 77.2% using
         the new methodology.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of  Hughes  in  1985,  and in 1999  also
         excludes Hughes Series A Preferred  Stock dividends  payable to General
         Motors.
     (7) Special items for fourth  quarter 1999 are as follows (all earnings per
         share amounts are reported as diluted):
            A favorable  adjustment of $892 million  ($553 million  after-tax or
         $0.86 per  share of  $1-2/3  par value  common  stock)  related  to the
         reversal  of a liability  for  benefits  payable to excess U.S.  hourly
         employees. For a number of reasons,  including a stronger than expected
         market,  higher  attrition  caused  by the  separation  of  Delphi  and
         provisions of the 1999 agreement with the UAW, a substantial  number of
         excess U.S. hourly workers have been placed into the active  workforce.
         The  culmination  of these events in the fourth quarter of 1999 made it
         clear that this liability required adjustment;
                                                           continues

                                        - 12 -

     HIGHLIGHTS - Q4 Other Financial Information

     (7)   continued

            A charge of $658 million ($408 million  after-tax or $0.63 per share
         of $1-2/3  par value  common  stock)  related to the  benefit  increase
         granted to hourly  retirees in connection  with the 1999 UAW agreement.
         Consistent  with past practice,  GM expenses this benefit in the period
         that the contract with the UAW is ratified;
            A charge of $147 million  ($90 million  after-tax or $0.14 per share
         of $1-2/3 par value  common  stock)  related to a U.S.  salaried  early
         retirement program. Approximately 1,700 (100 executives) people elected
         participation in this program; and
            A charge of $272 million ($165 million  after-tax or $0.18 per share
         of  $1-2/3  par  value  common  stock and $0.38 per share of GM Class H
         common stock) related to Hughes' decision to discontinue certain of its
         wireless manufacturing operations at Hughes Network Systems.

                                         - 13 -

     HIGHLIGHTS - Year Ended Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                          Year Ended
                                          December 31,
                             ----------------------------------------
                                         Adjusted           Adjusted
                               1999       1999(1)     1998   1998(1)
                             --------     -------   ------- --------
     Net sales and revenues
     Manufactured products   $152,635   $152,635   $134,276  $134,276
     Financial services        14,734     14,734     13,585    13,585
     Other income               9,189      9,189      7,584     7,584
                              -------    -------    -------   -------
     Total net sales and
       revenues              $176,558   $176,558   $155,445  $155,445
                              -------    -------    -------   -------
     Income from continuing
       operations              $5,576     $5,686     $3,049    $3,321
     Income (loss) from
       discontinued operations    426        426        (93)      N/A
                               ------     ------     ------    ------
     Consolidated net income   $6,002     $6,112     $2,956       N/A
     Net profit margin from
       continuing operations      3.2%       3.2%       2.0%     2.1%
     ...............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $5,592     $5,653     $2,914    $3,186
       Discontinued operations    426        426        (93)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value        $6,018     $6,079     $2,821       N/A
       Class H (4)               $(96)      $(47)       $72       $72
     ...............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $8.70      $8.79      $4.40     $4.82
       Discontinued operations   0.66       0.66      (0.14)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value         $9.36      $9.45      $4.26       N/A
       Class H (4)             $(0.77)    $(0.38)     $0.68     $0.68
     ...............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $8.53      $8.62      $4.32     $4.72
       Discontinued operations   0.65       0.65      (0.14)      N/A
                               ------     ------     ------    ------
       $1-2/3 par value         $9.18      $9.27      $4.18       N/A
       Class H (4)             $(0.77)    $(0.38)     $0.68     $0.68
     ...............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $2.00                 $2.00
       Class H                     $-                    $-
      ..............................................................

     See footnotes beginning on page 20.
                                              Continues

                                     - 14 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Segment
     (Dollars in Millions)
                                   Year Ended
                                December 31, 1999
                                 ----------------------------
                                                         (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $4,822       $257      $4,565
     GM Europe (GME)                423          -         423
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                     (81)         -         (81)
     GM Asia/Pacific (GMAP)        (218)         -        (218)
     Other Automotive                35          -          35
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                   $4,981       $257      $4,724
     Hughes  (6)                   (270)      (165)       (105)
     Other                         (669)      (186)       (483)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations        $4,042       $(94)     $4,136

     GMAC                        $1,527       $(16)     $1,543
     Other                            7          -           7
                                  -----       ----       -----
       Total Financing and
       Insurance Operations      $1,534       $(16)     $1,550
                                  -----       ----       -----
     Income (loss) from
       continuing operations     $5,576      $(110)     $5,686
     Income from discontinued
       operations                   426          -         426
                                  -----       ----       -----
     Consolidated Net
       Income (Loss)             $6,002      $(110)     $6,112
                                  =====       ====       =====

     See footnotes beginning on page 20.
                                                     Continues

                                     - 15 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Segment
     (Dollars in Millions)
                                         Year Ended
                                      December 31, 1998
                                ------------------------------
                                                        (1)
                                Reported    (2)       Adjusted
                                Income    Special     Income
                                (Loss)     Items      (Loss)
                                -------   -------    --------
     GMNA                       $1,635      $(80)     $1,715
     GME                           419       (44)        463
     GMLAAM                       (175)      (51)       (124)
     GMAP                         (243)      (97)       (146)
     Other Automotive               (2)        -          (2)
                                 -----     -----       -----
       Total GM Automotive
         (GMA)                  $1,634     $(272)     $1,906
     Hughes (4)(6)                 272         -         272
     Other                        (279)        -        (279)
                                 -----     -----       -----
       Total Automotive,
         Electronics and
         Other Operations       $1,627     $(272)     $1,899

     GMAC                       $1,325        $-      $1,325
     Other                          97         -          97
                                 -----     -----       -----
       Total Financing and
       Insurance Operations     $1,422        $-      $1,422
                                 -----     -----       -----
     Income (loss) from
       continuing
       operations               $3,049     $(272)     $3,321
     (Loss) income from
       discontinued
       operations                  (93)      N/A         N/A
                                 -----     -----       -----
     Consolidated Net
       Income (Loss)            $2,956       N/A         N/A
                                 =====     =====       =====

     See footnotes beginning on page 20.
                                                               Continues

                                     - 16 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)
                                                  Year Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $115,132 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $7,192    $642    $(266)    $(76)
     Income tax expense (benefit)     2,339     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (31)      1       29     (149)
                                      -----   -----    -----      ---
     Net income (loss)               $4,822    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.5%   34.3%    58.6%    9.2%

     LESS: Special Items (3)
     -------------------
     Total net sales and revenues       $ -     $ -      $ -      $ -
                                      -----   -----    -----      ---
     Pre-tax income                    $415      $-       $-       $-
     Income tax expense                 158       -        -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net income                        $257      $-       $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues  $115,132 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $6,777    $642    $(266)    $(76)
     Income tax expense (benefit)     2,181     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (31)      1       29     (149)
                                      -----   -----    -----      ---
     Net income (loss)               $4,565    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.0%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.2%   34.3%    58.6%    9.2%

     See footnotes beginning on page 20.

                                                               Continues

                                         - 17 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)
                                                   Year Ended
                                              December 31, 1998
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $96,497 $25,840   $7,553   $3,044
                                     ------   -----    -----    -----
     Pre-tax income (loss)           $2,409    $740    $(471)    $(82)
     Income tax expense (benefit)       787     319     (213)       9
     Equity income/(loss) and
       minority interests                13      (2)      83     (152)
                                      -----    ----    -----    -----
     Net income (loss)               $1,635    $419    $(175)   $(243)
                                      =====    ====    =====    =====

     Net profit (loss) margin           1.7%    1.6%    (2.3%)  (8.0%)
     Effective income tax rate         32.7%   43.1%    45.2%  (11.0%)

     LESS: Special Items (2)
     -------------------
     Total net sales and revenues        $-     $ -      $ -      $ -
                                     ------   -----    -----      ---
     Pre-tax loss                     $(105)   $(74)    $(82)    $(37)
     Income tax benefit                 (40)    (30)     (31)       -
     Equity income/(loss) and
       minority interests               (15)      -        -      (60)
                                      -----   -----    -----      ---
     Net loss                          $(80)   $(44)    $(51)    $(97)
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $96,497 $25,840   $7,553   $3,044
                                    -------  ------    -----    -----
     Pre-tax income (loss)           $2,514    $814    $(389)    $(45)
     Income tax expense (benefit)       827     349     (182)       9
     Equity income/(loss) and
       minority interests                28      (2)      83      (92)
                                      -----   -----    -----    -----
     Net income (loss)               $1,715    $463    $(124)   $(146)
                                      =====   =====    =====    =====

     Net profit (loss) margin           1.8%    1.8%    (1.6%)  (4.8%)
     Effective income tax rate         32.9%   42.9%    46.8%  (20.0%)

     See footnotes beginning on page 20.

                                                               Continues

                                     - 18 -

     HIGHLIGHTS - Year Ended Operating Information
                                        Year Ended
                                       December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,620        2,389
                        Trucks         2,587        2,051
                                      ------       ------
         Total United States           5,207        4,440
       Canada and Mexico                 667          631
                                      ------       ------
           Total GM North America      5,874        5,071
                                      ------       ------
       GME                             1,968        1,882
       GMLAAM                            523          652
       GMAP                              421          419
                                      ------       ------
         Total International           2,912        2,953
                                      ------       ------
             Total Worldwide           8,786        8,024
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  885          876
                 - Trucks              1,725        1,550
       Pontiac                           616          536
       GMC                               542          468
       Buick                             446          398
       Oldsmobile                        352          330
       Saturn                            233          232
       Cadillac                          179          183
       Other                              39           31
                                      ------       ------
         Total United States           5,017        4,604
       Canada and Mexico                 689          639
                                      ------       ------
         Total GM North America        5,706        5,243
                                      ------       ------
       GME                             1,979        1,849
       GMLAAM                            536          654
       GMAP                              457          452
                                      ------       ------
         Total International           2,972        2,955
                                      ------       ------
             Total Worldwide           8,678        8,198
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.8%        30.2%
         Trucks                         27.8%        27.4%
           Total                        28.8%        28.8%
       Total North America              28.6%        28.5%
       Total Europe                      9.8%         9.6%
       Total Latin America              20.0%        19.7%
       Total Asia and Pacific            3.9%         4.1%
             Total Worldwide            15.8%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.4%        26.2%
       % Fleet Sales - Trucks           13.2%        13.6%
       Total vehicles                   20.0%        20.3%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(5)91.9%        77.2%
      .....................................................

     See footnotes beginning on page 20.
                                               Continues

                                         - 19 -

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

                                        Year Ended
                                        December 31,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (7)
       Depreciation                   $4,155       $3,772
       Amortization of special tools   2,492        2,350
       Amortization of intangible
         assets                          226          105
                                       -----        -----
            Total                     $6,873       $6,227
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $21,997     $20,360
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (see page 24 for a breakout of the special items for each
         respective  year).  Adjusted  amounts for 1998 include the  unfavorable
         effects of  strike-related  work stoppages.  The unfavorable  after-tax
         impacts of the work  stoppages  were $1.5 billion or $2.22 per share of
         $1-2/3  par value  common  stock.  Reported  amounts  for  discontinued
         operations have not been adjusted for special items.
     (2) Special  items for 1998 are as follows (all  earnings per share amounts
         are reported as diluted):  The  second-quarter  1998 results included a
         pre-tax  charge of $74 million  ($44  million  after-tax,  or $0.06 per
         share of $1-2/3  par value  common  stock),  related  to work  schedule
         modifications at Opel Belgium.
            As a result of GM's  Competitiveness  Studies,  fourth  quarter 1998
         continuing  operations  were impacted by charges  totaling $224 million
         ($228  million  after-tax or $0.34 per share of $1-2/3 par value common
         stock).  These studies were performed in conjunction with GM's business
         planning cycle.
     (3) Special  items for 1999 are as follows (all  earnings per share amounts
         are reported as diluted):
            A favorable  adjustment of $892 million  ($553 million  after-tax or
         $0.84 per  share of  $1-2/3  par value  common  stock)  related  to the
         reversal  of a liability  for  benefits  payable to excess U.S.  hourly
         employees. For a number of reasons,  including a stronger than expected
         market,  higher  attrition  caused  by the  separation  of  Delphi  and
         provisions of the 1999 agreement with the UAW, a substantial  number of
         excess U.S. hourly workers have been placed into the active  workforce.
         The  culmination  of these events in the fourth quarter of 1999 made it
         clear that this liability required adjustment;
            A charge of $658 million ($408 million  after-tax or $0.62 per share
         of $1-2/3  par value  common  stock)  related to the  benefit  increase
         granted to hourly  retirees in connection  with the 1999 UAW agreement.
         Consistent  with past practice,  GM expenses this benefit in the period
         that the contract with the UAW is ratified;

                                                               Continues

                                     - 20 -

     HIGHLIGHTS - Year Ended Other Financial Information

     (3) continued

         A charge of $147 million  ($90 million  after-tax or $0.14 per share of
         $1-2/3  par  value  common  stock)  related  to a U.S.  salaried  early
         retirement program. Approximately 1,700 (100 executives) people elected
         participation in this program; and
            A charge of $272 million ($165 million  after-tax or $0.17 per share
         of  $1-2/3  par  value  common  stock and $0.39 per share of GM Class H
         common stock) related to Hughes' decision to discontinue certain of its
         wireless manufacturing operations at Hughes Network Systems.
     (4) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million  change as a  restatement  of first quarter 1998 results and GM
         had reported the $9 million change in fourth quarter 1998 results.
     (5) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999.  Capacity  utilization  for Calendar Year
         1998 was calculated using the new methodology.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of  Hughes  in  1985,  and in 1999  also
         excludes Hughes Series A Preferred  Stock dividends  payable to General
         Motors.
     (7) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     Note: Total  cash of  $14.4  billion  referenced  to in the  press  release
         includes  $11.4  billion of cash and  marketable  securities as well as
         $3.0 billion invested in fixed income  securities of the  Corporation's
         $6.3 billion Voluntary Employees' Beneficiary Association Trust.

                                     - 21 -

     HIGHLIGHTS - List of Special Items by Quarter
     Impact on Net Income
     (Dollars in Millions)

                                         Quarter
     List of special items               Ended             Fav/(Unfav)
     -----------------------             -------           ----------

     Continuing Operations:

     Postemployment Benefits             12/31/99               $553

     Hourly Retiree Benefits             12/31/99               (408)

     Termination Benefits                12/31/99                (90)

     Hughes Wireless Business            12/31/99               (165)

                                                               -----
     Total special items for 1999 continuing operations        $(110)
                                                               =====

                                         Quarter
     List of special items               Ended             Fav/(Unfav)
     -----------------------             -------           ----------

     Continuing Operations:

     Competitiveness studies             12/31/98               (228)

     Opel Belgium work schedule
       modifications                      6/30/98                (44)
                                                               -----
     Total special items for 1998 continuing operations        $(272)
                                                               =====

                                     - 22 -

                        CONSOLIDATED STATEMENTS OF INCOME

                                                   Three Months Ended
                                                     December 31,
                                                     ------------
                                               1999               1998
                                               ----               ----
                                 (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales and revenues    $40,006            $39,074
Financing revenues                            3,929              3,495
Other income                                  2,327              2,055
                                            -------            -------
  Total net sales and revenues               46,262             44,624
                                             ------             ------
Cost of sales and other operating expenses,
  exclusive of items listed below            32,798             31,935
Selling, general and administrative expenses  5,818              4,458
Depreciation and amortization expense         3,279              3,118
Interest expense                              2,126              1,678
Other expenses                                  436                666
                                             ------            -------
  Total costs and expenses                   44,457             41,855
                                             ------             ------
Income from continuing operations
  before income taxes
  and minority interests                      1,805              2,769
Income tax expense                              580                926
Minority interests                                -                 (9)
Losses of nonconsolidated associates            (80)              (150)
                                            -------             ------
Income from continuing operations            $1,145             $1,684
Income from discontinued operations               -                 88
                                            -------             ------
  Net income                                 $1,145             $1,772
Dividends on preference stocks                   29                 15
                                            -------            -------
  Earnings attributable to common stocks     $1,116             $1,757
                                              =====              =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                       $1.90              $2.51
  Discontinued operations                         -               0.13
                                             ------               ----
  Earnings per share attributable
    to $1-2/3 par value                       $1.90              $2.64
                                               ====               ====
Earnings per share attributable to Class H   $(0.58)             $0.30
                                               ====               ====

Diluted earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                       $1.86              $2.48
  Discontinued operations                         -               0.13
                                             ------               ----
  Earnings per share attributable
    to $1-2/3 par value                       $1.86              $2.61
                                               ====               ====
Earnings per share attributable to Class H   $(0.58)             $0.30
                                               ====               ====

                                     - 23 -

                  CONSOLIDATED STATEMENTS OF INCOME - Continued

                                                   Three Months Ended
                                                      December 31,
                                                      ------------
                                               1999               1998
                                               ----               ----
                                                 (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales and revenues    $40,006            $39,074
Other income                                    915                835
                                           --------           --------
  Total net sales and revenues               40,921             39,909
                                             ------             ------
Cost of sales and other operating expenses,
  exclusive of items listed below            32,798             31,935
Selling, general and administrative expenses  4,652              3,399
Depreciation and amortization expense         1,752              1,828
                                            -------            -------
  Total operating costs and expenses         39,202             37,162
Interest expense                                231                200
Other expenses                                  181                285
Net expense (income) from transactions
  with Financing and Insurance Operations        63                (35)
                                                 --                ---
Income from continuing operations
  before income taxes
  and minority interests                      1,244              2,297
Income tax expense                              368                777
Minority interests                                3                 (5)
Losses of nonconsolidated associates            (80)              (150)
                                               ----             ------
Income from continuing operations              $799             $1,365
Income from discontinued operations               -                 88
                                             ------             ------
  Net income - Automotive, Electronics and
    Other Operations                           $799             $1,453
                                                ===              =====

                                                   Three Months Ended
                                                     December 31,
                                                     ------------
                                               1999               1998
                                               ----               ----
                                                 (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                           $3,929             $3,495
Insurance, mortgage and other income          1,412              1,220
                                              -----              -----
  Total revenues and other income             5,341              4,715
                                              -----              -----
Interest expense                              1,895              1,478
Depreciation and amortization expense         1,527              1,290
Operating and other expenses                  1,166              1,059
Provisions for financing losses                  76                140
Insurance losses and loss adjustment expenses   179                241
                                             ------             ------
  Total costs and expenses                    4,843              4,208
                                              -----              -----
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations              (63)                35
                                               ----               ----
Income before income taxes                      561                472
Income tax expense                              212                149
Minority interests                               (3)                (4)
                                              -----              -----
  Net income - Financing and Insurance
    Operations                                 $346               $319
                                                ===                ===

                                     - 24 -

                        CONSOLIDATED STATEMENTS OF INCOME - Continued

                                              Years Ended December 31,
                                              ------------------------
                                           1999          1998         1997
                                           ----          ----         ----
                                  (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                          $152,635      $134,276      $148,143
Financing revenues                        14,734        13,585        12,762
Other income                               9,189         7,584        11,675
                                       ---------     ---------      --------
  Total net sales and revenues           176,558       155,445       172,580
Cost of sales and other
  operating expenses, exclusive
  of items listed below                  126,809       114,542       128,225
Selling, general and
  administrative expenses                 18,845        15,915        14,777
Depreciation and amortization expense     12,318        11,147        14,646
Interest expense                           7,750         6,629         5,883
Other expenses                             1,789         2,268         1,480
                                         -------      --------       -------
  Total costs and expenses               167,511       150,501       165,011
                                         -------       -------       -------
Income from continuing
  operations before income taxes
  and minority interests                   9,047         4,944         7,569
Income tax expense                         3,118         1,636         1,025
Minority interests                           (28)          (20)           44
Losses of nonconsolidated associates        (325)         (239)         (105)
                                          ------        ------        ------
Income from continuing operations         $5,576        $3,049        $6,483
Income (loss) from discontinued
   operations                                426           (93)          215
                                          ------       -------        ------
  Net income                              $6,002        $2,956        $6,698
                                           -----         -----         -----
Premium on exchange of preference stocks       -             -            26
Dividends on preference stocks                80            63            72
                                         -------       -------       -------
  Earnings attributable to common stocks  $5,922        $2,893        $6,600
                                           =====         =====         =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                    $8.70         $4.40         $8.52
  Discontinued operations                   0.66         (0.14)         0.18
                                            ----          ----          ----
  Earnings per share attributable
    to $1-2/3 par value                    $9.36         $4.26         $8.70
                                            ====          ====          ====
Class H (prior to its recapitalization
  on December 17, 1997)
  Continuing operations                   $    -        $    -         $2.30
  Discontinued operations                      -             -          0.87
                                           -----        ------          ----
Earnings per share attributable
  to Class H (prior to its
  recapitalization on December 17, 1997)  $    -        $    -         $3.17
                                           =====         =====          ====
Earnings per share attributable
  to Class H (subsequent
  to its recapitalization
  on December 17, 1997)                   $(0.77)        $0.68         $0.02
                                            ====          ====          ====

Diluted earnings (losses) per
  share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                    $8.53         $4.32         $8.45
  Discontinued operations                   0.65         (0.14)         0.17
                                            ----          ----          ----
  Earnings per share attributable
    to $1-2/3 par value                    $9.18         $4.18         $8.62
                                            ====          ====          ====
Class H (prior to its recapitalization
  on December 17, 1997)
  Continuing operations                   $    -        $    -         $2.30
  Discontinued operations                      -             -          0.87
                                          ------        ------          ----
Earnings per share attributable
  to Class H (prior to its
  recapitalization on December 17, 1997) $     -       $     -         $3.17
                                          ======        ======          ====
Earnings per share attributable
  to Class H (subsequent
  to its recapitalization
  on December 17, 1997)                   $(0.77)        $0.68         $0.02
                                            ====          ====          ====

                                     - 25 -

                  CONSOLIDATED STATEMENTS OF INCOME - Concluded

                                                   Years Ended December 31,
                                                   ------------------------
                                            1999          1998          1997
                                            ----          ----          ----
                                                  (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                          $152,635      $134,276      $148,143
Other income                               3,472         2,885         7,952
                                       ---------     ---------     ---------
  Total net sales and revenues           156,107       137,161       156,095
                                         -------       -------       -------
Cost of sales and other operating
  expenses, exclusive of
  items listed below                     126,809       114,542       128,225
Selling, general and administrative
  expenses                                14,250        11,848        11,971
Depreciation and amortization expense      6,873         6,227         9,833
                                       ---------      --------      --------
  Total operating costs and expenses     147,932       132,617       150,029
                                         -------       -------       -------
Interest expense                             828           786           633
Other expenses                               503           792           210
Net expense (income) from
  transactions with Financing and
  Insurance Operations                       308            82          (101)
                                          ------       -------        ------
Income from continuing operations
  before income taxes
  and minority interests                   6,536         2,884         5,324
Income tax expense                         2,167         1,018           111
Minority interests                            (2)            -            57
Losses of nonconsolidated associates        (325)         (239)         (105)
                                           -----         -----         -----
Income from continuing operations          4,042         1,627         5,165
Income (loss) from discontinued operations   426           (93)          215
                                           -----        ------         -----
  Net income - Automotive, Electronics
    and Other Operations                  $4,468        $1,534        $5,380
                                           =====         =====         =====

                                                  Years Ended December 31,
                                                  ------------------------
                                            1999          1998          1997
                                            ----          ----          ----
                                                  (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                       $14,734       $13,585       $12,762
Insurance, mortgage and other income       5,717         4,699         3,723
                                         -------       -------       -------
  Total revenues and other income         20,451        18,284        16,485
                                          ------        ------        ------
Interest expense                           6,922         5,843         5,250
Depreciation and amortization expense      5,445         4,920         4,813
Operating and other expenses               4,595         4,067         2,806
Provisions for financing losses              404           463           523
Insurance losses and loss
  adjustment expenses                        882         1,013           747
                                        --------       -------      --------
  Total costs and expenses                18,248        16,306        14,139
                                          ------        ------        ------
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations          (308)          (82)          101
                                         -------      --------      --------
Income before income taxes                 2,511         2,060         2,245
Income tax expense                           951           618           914
Minority interests                           (26)          (20)          (13)
                                          ------        ------        ------
  Net income - Financing and
    Insurance Operations                  $1,534        $1,422        $1,318
                                           =====         =====         =====

                                     - 26 -
CONSOLIDATED BALANCE SHEETS
                                                               December 31,
                                                               ------------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES                1999          1998
                                                           ----          ----
                        ASSETS                           (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                                $9,730        $9,728
Marketable securities                                     1,698           402
                                                        -------       -------
  Total cash and marketable securities                   11,428        10,130
Accounts and notes receivable (less allowances)           5,093         4,750
Inventories (less allowances)                            10,638        10,437
Net assets of discontinued operations                         -            77
Equipment on operating leases
  (less accumulated depreciation)                         5,744         4,954
Deferred income taxes and other current assets            9,006        10,051
                                                          -----        ------
  Total current assets                                   41,909        40,399
Equity in net assets of nonconsolidated associates        1,711           950
Property - net                                           32,779        32,222
Intangible assets - net                                   8,527         9,994
Deferred income taxes                                    14,692        14,967
Other assets                                             25,134        16,062
                                                       --------      --------
  Total Automotive , Electronics and
    Other Operations assets                             124,752       114,594
Financing and Insurance Operations
Cash and cash equivalents                                   712           146
Investments in securities                                 9,110         8,748
Finance receivables - net                                80,627        70,436
Investment in leases and other receivables               36,407        32,798
Other assets                                             21,312        19,150
Net receivable from Automotive, Electronics
  and Other Operations                                    1,001           816
                                                        -------      --------
  Total Financing and Insurance Operations assets       149,169       132,094
                                                        -------       -------
Total assets                                           $273,921      $246,688
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)                    $17,254       $13,542
Loans payable                                             1,991         1,204
Accrued expenses                                         32,854        30,548
Net payable to Financing and Insurance Operations         1,001           816
                                                        -------      --------
  Total current liabilities                              53,100        46,110
Long-term debt                                            7,415         7,118
Postretirement benefits other than pensions              34,166        33,503
Pensions                                                  3,115         4,410
Other liabilities and deferred income taxes              17,426        17,807
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations liabilities                        115,222       108,948
Financing and Insurance Operations
Accounts payable                                          4,262         4,148
Debt                                                    122,282       107,753
Deferred income taxes and other liabilities              11,282        10,004
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  137,826       121,905
Minority interests                                          596           563
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           141
Stockholders' equity
Preference stocks                                             -             1
$1-2/3 par value common stock
 (issued, 619,412,233 and 655,008,344 shares)             1,033         1,092
Class H common stock (issued, 137,115,187
 and 106,159,776 shares)                                     14            11
Capital surplus (principally additional
 paid-in capital)                                        13,794        12,661
Retained earnings                                         6,376         6,984
                                                          -----         -----
    Subtotal                                             21,217        20,749
Accumulated foreign currency translation adjustments     (2,033)       (1,089)
Net unrealized gains on securities                          996           481
Minimum pension liability adjustment                       (121)       (5,089)
                                                       --------      --------
    Accumulated other comprehensive loss                 (1,158)       (5,697)
                                                       --------      --------
      Total stockholders' equity                         20,059        15,052
                                                       --------      --------
Total liabilities and stockholders' equity             $273,921      $246,688
                                                        =======       =======

                                     - 27 -

                     CONSOLIDATED BALANCE SHEETS - Concluded
                                                              December 31,
                                                              ------------
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS               1999          1998
                                                           ----          ----
                                                         (Dollars in Millions)
                        ASSETS
Cash and cash equivalents                                $9,730        $9,728
Marketable securities                                     1,698           402
                                                        -------      --------
  Total cash and marketable securities                   11,428        10,130
Accounts and notes receivable (less allowances)           5,093         4,750
Inventories (less allowances)                            10,638        10,437
Net assets of discontinued operations                         -            77
Equipment on operating leases
  (less accumulated depreciation)                         5,744         4,954
Deferred income taxes and other current assets            9,006        10,051
                                                          -----        ------
  Total current assets                                   41,909        40,399
Equity in net assets of nonconsolidated associates        1,711           950
Property - net                                           32,779        32,222
Intangible assets - net                                   8,527         9,994
Deferred income taxes                                    14,692        14,967
Other assets                                             25,134        16,062
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations assets                            $124,752      $114,594

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)                    $17,254       $13,542
Loans payable                                             1,991         1,204
Accrued expenses                                         32,854        30,548
Net payable to Financing and Insurance Operations         1,001           816
                                                       --------      --------
  Total current liabilities                              53,100        46,110
Long-term debt                                            7,415         7,118
Postretirement benefits other than pensions              34,166        33,503
Pensions                                                  3,115         4,410
Other liabilities and deferred income taxes              17,426        17,807
                                                       --------      --------
  Total Automotive, Electronics and
    Other Operations liabilities                        115,222       108,948
Minority interests                                          574           511
GM investment in Automotive, Electronics
  and Other Operations                                    8,956         5,135
                                                          -----         -----
  Total Automotive, Electronics and Other
    Operations liabilities and GM investment           $124,752      $114,594
                                                       ========      ========

                                                              December 31,
                                                              ------------
FINANCING AND INSURANCE OPERATIONS                         1999          1998
                                                           ----          ----
                                                         (Dollars in Millions)
                        ASSETS
Cash and cash equivalents                                  $712          $146
Investments in securities                                 9,110         8,748
Finance receivables - net                                80,627        70,436
Investment in leases and other receivables               36,407        32,798
Other assets                                             21,312        19,150
Net receivable from Automotive, Electronics
  and Other Operations                                    1,001           816
                                                        -------       -------
  Total Financing and Insurance Operations assets      $149,169      $132,094
                                                        =======       =======

               LIABILITIES AND GM INVESTMENT

Accounts payable                                         $4,262        $4,148
Debt                                                    122,282       107,753
Deferred income taxes and other liabilities              11,282        10,004
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  137,826       121,905
Minority interests                                           22            52
GM investment in Financing and Insurance Operations      11,321        10,137
                                                         ------        ------
  Total Financing and Insurance Operations
    liabilities and GM investment                      $149,169      $132,094
                                                        =======       =======

                                     - 28 -
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          For The Years Ended December 31,
                                          --------------------------------
                                          1999         1998            1997
                                          ----         ----            ----
                                                 (Dollars in Millions)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Cash flows from operating activities
Income from continuing operations       $5,576       $3,049          $6,483
Adjustments to reconcile income
  from continuing operations to
  net cash provided by operating
  activities
   Depreciation and amortization
     expense                            12,318       11,147          14,646
   Gain on Hughes Defense spin-off           -            -          (4,269)
   Postretirement benefits
     other than pensions,
     net of payments and
     VEBA contributions                 (1,036)         188            (874)
   Pension expense, net of
     contributions                        (808)         223             269
   Originations and purchases
     of mortgage loans                 (52,874)      54,433)        (30,878)
   Proceeds on sales of
     mortgage loans                     55,777       51,582          28,543
   Originations and purchases
     of mortgage securities             (1,309)      (2,237)         (2,516)
   Proceeds on sales of
     mortgage securities                 1,545          849           1,449
   Change in other investments
     and miscellaneous assets              263          770           1,457
   Change in other operating assets
     and liabilities                     7,500        1,558          (1,552)
   Other                                    78        1,647             826
                                        ------       ------          ------
Net cash provided by operating
  activities                            27,030       14,343          13,584
                                        ------       ------          ------

Cash flows from investing activities
Expenditures for property               (7,384)      (8,231)         (8,647)
Investments in marketable securities
  - acquisitions                       (25,406)     (34,162)        (30,594)
Investments in marketable securities
  - liquidations                        23,479       37,960          28,958
Mortgage servicing rights
  - acquisitions                        (1,424)      (1,862)           (479)
Mortgage servicing rights
  - liquidations                            35           80              23
Finance receivables - acquisitions    (186,379)    (155,613)       (163,614)
Finance receivables - liquidations     130,293      114,662         129,615
Proceeds from sales of
  finance receivables                   48,178       27,681          31,191
Operating leases - acquisitions        (23,165)     (23,525)        (21,073)
Operating leases - liquidations         12,079       15,386          12,187
Proceeds from borrowings of
  Hughes Defense prior to
  the Hughes Defense spin-off                -            -           4,006
Investments in companies,
  net of cash acquired                  (5,108)      (1,144)         (2,272)
Other                                     (192)      (1,131)            765
                                          ----       ------             ---
Net cash used in investing activitie   (34,994)     (29,899)        (19,934)
                                        ------       ------          ------
Cash flows from financing activities
Net increase in loans payable           (2,360)       8,186           5,346
Long-term debt - borrowing              35,561       24,035          14,971
Long-term debt - repayments            (21,359)     (12,869)        (12,500)
Repurchases of common and
  preference stocks                     (3,870)      (3,089)         (4,365)
Proceeds from issuing common
  and preference stocks                  2,005          343             614
Cash dividends paid to stockholders     (1,367)      (1,388)         (1,620)
                                         -----        -----           -----
Net cash provided by financing
  activities                             8,610       15,218           2,446
                                         -----       ------           -----

Effect of exchange rate changes
  on cash and cash equivalents            (206)         317            (482)
                                           ---          ---          ------
Net cash provided by (used in)
  continuing operations                    440          (21)         (4,386)
Net cash provided by (used in)
  discontinued operations                  128         (378)          1,567
                                           ---         ----           -----
Net increase (decrease) in cash
  and cash equivalents                     568         (399)         (2,819)
Cash and cash equivalents at
  beginning of the year                  9,874       10,273          13,092
                                         -----       ------          ------
Cash and cash equivalents at
  end of the year                      $10,442       $9,874         $10,273
                                       =======       ======         =======

                                     - 29 -
CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
For The Years Ended December 31,
                                                         --------------------------------
                                           1999                      1998                      1997
                                           ----                      ----                      ----
                                 Automotive,  Financing    Automotive,   Financing    Automotive,   Financing
                                 Electronics     and       Electronics      and       Electronics      and
                                  and Other   Insurance     and Other    Insurance     and Other    Insurance
                                  ---------   ---------     ---------    ---------     ---------    ---------
Cash flows from operating activities                         (Dollars in Millions)
Income from continuing operations   $4,042      $1,534        $1,627       $1,422        $5,165       $1,318
Adjustments to reconcile income
  from continuing operations to
  net cash provided by operating
  activities
   Depreciation and amortization
     expenses                        6,873       5,445         6,227        4,920         9,833        4,813
   Gain on Hughes Defense spin-off       -           -             -            -        (4,269)           -
   Postretirement benefits other
     than pensions, net of payments
     and VEBA contributions         (1,057)         21           157           31          (900)          26
   Pension expense, net of
     contributions                    (808)          -           223            -           269            -
   Originations and purchases
     of mortgage loans                   -     (52,874)            -      (54,433)            -      (30,878)
   Proceeds on sales of
     mortgage loans                      -      55,777             -       51,582             -       28,543
   Originations and purchases
     of mortgage securities              -      (1,309)            -       (2,237)            -       (2,516)
   Proceeds on sales of
     mortgages securities                -       1,545             -          849             -        1,449
   Change in other investments and
     miscellaneous assets              522        (259)         (162)         932           (51)       1,508
   Change in other operating
     assets and liabilities          7,523         (23)           90        1,468          (993)        (559)
   Other                              (866)        944           581        1,066           563          263
                                      ----         ---           ---        -----           ---          ---
Net cash provided by operating
   activities                       16,229      10,801         8,743        5,600         9,617        3,967
                                    ------      ------         -----        -----         -----        -----

Cash flows from investing activities
Expenditures for property           (7,061)       (323)       (7,952)        (279)       (8,409)        (238)
Investments in marketable
  securities - acquisitions         (4,149)    (21,257)      (13,010)     (21,152)      (12,864)     (17,730)
Investments in marketable
  securities - liquidations          2,886      20,593        16,272       21,688        12,663       16,295
Mortgage servicing rights
  - acquisitions                         -      (1,424)            -       (1,862)            -         (479)
Mortgage servicing rights
  - liquidations                         -          35             -           80             -           23
Finance receivables - acquisitions       -    (186,379)            -     (155,613)            -     (163,614)
Finance receivables - liquidations       -     130,293             -      114,662             -      129,615
Proceeds from sales of finance
  receivables                            -      48,178             -       27,681             -       31,191
Operating leases - acquisitions     (6,415)    (16,750)       (6,397)     (17,128)       (5,680)     (15,393)
Operating leases - liquidations      4,243       7,836         5,609        9,777         3,711        8,476
Proceeds from borrowings of
  Hughes Defense prior to the
  Hughes Defense spin-off                -           -             -            -         4,006            -
Investments in companies,
  net of cash acquired              (2,706)     (2,402)         (971)        (173)       (1,850)        (422)
Net investing activity with
  Financing and Insurance Operations    75           -           338            -           750            -
Other                                 (924)        732          (889)        (242)          554          211
                                      ----         ---          ----         ----           ---          ---
Net cash used in investing
  activities                       (14,051)    (20,868        (7,000)     (22,561)       (7,119)     (12,065)
                                   -------     -------        ------      -------        ------      -------

Cash flows from financing activities
Net increase (decrease) in
  loans payable                        140      (2,500)          (94)       8,280          (398)       5,744
Long-term debt - borrowings          9,090      26,471         2,937       21,098           384       14,587
Long-term debt - repayments         (8,281)    (13,078)       (1,492)     (11,377)       (1,189)     (11,311)
Net financing activity with
  Automotive, Electronics
  and Other Operations                   -         (75)            -         (338)            -         (750)
Repurchases of common and
  preference stocks                 (3,870)          -        (3,089)           -        (4,365)           -
Proceeds from issuing common
  and preference stocks              2,005           -           343            -           614            -
Cash dividends paid to stockholders (1,367)          -        (1,388)           -        (1,620)           -
                                    ------       -----        ------        -----        ------        -----
Net cash (used in) provided by
  financing activities              (2,283)     10,818        (2,783)      17,663        (6,574)       8,270
                                    ------      ------        ------       ------        ------        -----
Effect of exchange rate changes
  on cash and cash equivalents        (206)          -           315            2          (482)           -
Net transactions with
  Automotive/Financing Operations      185        (185)        1,135       (1,135)          338         (338)
                                       ---        ----         -----       ------           ---         ----
Net cash (used in) provided by
  continuing operations               (126)        566           410         (431)       (4,220)        (166)
Net cash provided by (used in)
  discontinued operations              128           -          (378)           -         1,567            -
                                       ---        ----           ---        -----         -----         ----
Net increase (decrease) in cash
  and cash equivalents                   2         566            32         (431)       (2,653)        (166)
Cash and cash equivalents at
  beginning of the year              9,728         146         9,696          577        12,349          743
                                     -----         ---         -----          ---        ------          ---
Cash and cash equivalents at
  end of the year                   $9,730        $712        $9,728         $146        $9,696         $577
                                    ======        ====        ======         ====        ======         ====
* * * * * * * * * *

                                     - 30 -

Hughes' Release

                         New Services-Focused Hughes Reports
                   54-Percent Revenue Growth In Fourth Quarter 1999

                      Record Subscriber Growth Attained in Both
                      U.S. and Latin American DIRECTV(R) Services

      El Segundo,  Calif.,  January 19, 2000 -- Hughes Electronics  Corporation,
reflecting  last week's  announcement  of major changes in its corporate  focus,
today  reported that fourth  quarter 1999 revenues  increased  53.6% to $1,698.0
million  compared with $1,105.2 million in the fourth quarter of 1998. These are
the company's first financial  results  following the announcement that it would
sell its satellite manufacturing businesses to The Boeing Company in an all-cash
transaction  valued at $3.75  billion,  refocus  its  wireless  businesses,  and
realign Hughes into two market-driven sectors.

      "We've begun the new century as a company  that is sharply  focused on our
high-value,  high-growth  entertainment and business  communications  services,"
said  Michael T. Smith,  Hughes  chairman  and chief  executive  officer.  "This
quarter's results reflect the bright future of our new company."

      As required by applicable accounting  standards,  the financial results of
Hughes'   satellite   manufacturing   businesses  are  treated  as  discontinued
operations  to reflect  the impact of the  announced  transaction  with  Boeing.
Consequently,  revenues,  EBITDA(1)  and other  operating  results  for  Hughes'
satellite  manufacturing  businesses are excluded from Hughes' operating results
for all periods presented(2).

     "Once  again,  revenue  growth in the quarter was driven by our  DIRECTV(R)
businesses,"  explained  Smith.  "The  momentum in the United  States just keeps
building. DIRECTV U.S. had yet another quarter of record subscriber growth while
more than  doubling its  revenues.  And as we expand the  availability  of local
programming  and introduce new  interactive  services,  we expect 2000 to be our
best year ever."

      Smith added that the DIRECTV  business in Latin  America also achieved its
best quarter ever,  gaining more than twice as many net new  subscribers as were
added during its  previous  best  quarter.  "With the  completion  of our recent
strategic  initiatives  in  Latin  America,  we feel  that  DIRECTV  is now in a
position to reach its full potential in that region," Smith said.

      EBITDA for the fourth quarter of 1999 was negative $174.4 million compared
to EBITDA of $69.2 million in the same period of 1998. The decline was primarily
due to a previously announced fourth quarter 1999 pre-tax charge of $272 million
related to the  discontinuation of certain wireless businesses at Hughes Network
Systems (HNS).

     Excluding the charge,  EBITDA  increased 41.0% to $97.6 million,  primarily
due to improved  EBITDA at DIRECTV U.S.  related to the United States  Satellite
Broadcasting  Company,  Inc. (USSB) and PRIMESTAR  transactions,  and the larger
subscriber  base.   PanAmSat  also  contributed  a  solid  EBITDA   performance,
principally  due to its lower leaseback  expense  resulting from the exercise of
certain early buy-out options under satellite sale-leaseback agreements.

                                     - 31 -

      In the fourth quarter of 1999, Hughes incurred a loss(3) of $226.7 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.58, compared to earnings(3) of $128.2 million and earnings per share (EPS) of
$0.32 for the same  period  in 1998.  The  declines  were  primarily  due to the
wireless  charge,   higher   depreciation  and  amortization   expenses  related
principally  to the USSB  and  PRIMESTAR  transactions  and  increased  PanAmSat
satellite expenditures,  an increase in net interest expense, and a $115 million
fourth quarter 1998 favorable  adjustment to the income tax provision  resulting
from a tax settlement with the Internal Revenue Service (IRS).

                           FULL-YEAR 1999 FINANCIAL REVIEW

      Year-end 1999 revenues increased 59.8% to $5,560.3 million,  compared with
$3,480.6 million in 1998. This was primarily due to record  subscriber growth in
the Company's U.S. and Latin American DIRECTV businesses,  as well as additional
revenues  resulting  from  the  USSB  and  PRIMESTAR   transactions.   HNS  also
contributed to the revenue growth, primarily through its record sales of DIRECTV
receiving equipment.

      EBITDA  for the year was  $222.7  million  and  EBITDA  margin  was  4.0%,
compared  to EBITDA of $341.7  million  and EBITDA  margin of 9.8% in 1998.  The
declines were  principally  due to the fourth quarter 1999 charge related to the
discontinuation  of certain  HNS  wireless  businesses,  which more than  offset
EBITDA gains at DIRECTV U.S. and  PanAmSat.  Excluding  the charge,  1999 EBITDA
increased  44.8% to $494.7 million due to EBITDA gains at DIRECTV,  PanAmSat and
HNS.

      In 1999,  Hughes  incurred a loss of $270.3  million and a loss per share,
including  the  effect of  preferred  stock  dividends,  of $0.77,  compared  to
earnings of $271.7 million and EPS of $0.68 in 1998. The declines were primarily
attributable  to the reduced  EBITDA,  a second  quarter 1999 pre-tax  charge of
$125.0  million  related to  increased  development  costs and  schedule  delays
associated with several new product lines at Hughes Space and Communications,  a
first  quarter  1999  pre-tax  charge  of  $92.0  million   resulting  from  the
termination  of the  contract  for the  Asia-Pacific  Mobile  Telecommunications
(APMT)  satellite  system  due to  export  licenses  not  being  issued,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions  and  increased  PanAmSat  satellite  expenditures,   an
increase in net interest expense,  and the 1998 favorable  adjustment to the tax
provision.  These  declines  were  partially  offset  by a  first  quarter  1999
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(4).

                               SEGMENT FINANCIAL REVIEW
                                 FOURTH QUARTER 1999

                               Direct-To-Home Broadcast

      Fourth  quarter  revenues  for the segment  more than  doubled to $1,213.6
million  from  $567.6  million in the fourth  quarter of 1998.  The  segment had
negative EBITDA of $24.9 million  compared with negative EBITDA of $69.4 million
in the fourth quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,100 million, more
than twice last year's fourth quarter revenues of $476 million. The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.

                                     - 32 -

      In December 1999, DIRECTV became the first U.S. direct broadcast satellite
service  to add  more  than  200,000  net new  subscribers  in a  single  month,
contributing  to its  all-time  high  quarter of 515,000 new  subscribers.  This
represented a 29% increase over the 400,000 new subscribers  added in the fourth
quarter of 1998.  In addition,  241,000  customers  were  transitioned  from the
PRIMESTAR  By  DIRECTV  medium-power  service to the  high-power  service in the
quarter.

      For the  full-year  1999,  DIRECTV  added  1,606,000  net  new  high-power
subscribers, a 39% increase over the 1,157,000 new subscribers added in 1998. In
addition, DIRECTV converted 470,000 customers from PRIMESTAR By DIRECTV in 1999.
As of December 31,  1999,  DIRECTV  served more than 8 million  U.S.  customers,
including  approximately  1.4 million  customers  subscribing  to  PRIMESTAR  By
DIRECTV.

      EBITDA for the fourth quarter of 1999 was $27 million compared to negative
EBITDA of $32 million in the preceding  year's fourth quarter.  This improvement
was principally due to contributions  from the USSB and PRIMESTAR  transactions,
as well as improved EBITDA resulting from the larger high-power subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$102 million in revenues for the quarter compared with $73 million in the fourth
quarter  of 1998.  This  increase  was due to the record  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brasil,  Ltda.
(GLB)(5), Grupo Galaxy Mexicana , S.A. de C.V. (GGM)(5), and SurFin, Ltd.(5).

      In the fourth  quarter,  the  DIRECTV  service in Latin  America had three
consecutive  months  of  record  subscriber  growth,   adding  136,000  net  new
subscribers, which is more than twice as many as the 61,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
December 31, 1999 was 804,000.

      The DIRECTV  business in Latin America had negative  EBITDA of $42 million
compared  to negative  EBITDA of $30  million  for the same period in 1998.  The
change was primarily due to the impact of the  consolidation of GLB and GGM, and
higher marketing expenses in the region.

      In addition, DIRECTV Japan, of which Hughes currently owns 42%, reported a
total of 386,000  subscribers at the end of the fourth quarter of 1999.  Hughes'
share of DIRECTV  Japan's losses was $74 million for the quarter,  compared with
$36 million in the fourth  quarter of 1998. The higher loss was primarily due to
increased marketing expenses in the region, as well as the recording of a higher
portion of equity  losses  resulting  from an increase in Hughes'  investment in
DIRECTV  Japan.  These losses are reported in "Other,  net" in the  Statement of
Income (Loss) and Available Separate Consolidated Net Income (Loss).

                                  Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  generated  revenues  of $206.0
million in the fourth quarter of 1999, compared with $196.7 million in the prior
year's  period.  The increase was  primarily  due to new service  agreements  on
satellites  placed in  service  in 1999 as well as  continued  growth in special
events service revenues.  During the fourth quarter of 1999,  telecommunications
services  revenues  increased  19% to $49 million  while  total  video  services
revenues  increased  2% to $146  million  compared  to the prior  year's  fourth
quarter.

                                     - 33 -

      EBITDA for the quarter was $152.9 million  compared to fourth quarter 1998
EBITDA of $144.3 million. EBITDA margin in the fourth quarter of 1999 was 74.2%,
compared to 73.4% in the same period of 1998. The increases in EBITDA and EBITDA
margin resulted  primarily from lower  leaseback  expense due to the exercise of
certain early buy-out options under  satellite  sale-leaseback  agreements,  and
increased operating lease revenues.

                                 Network Systems

      HNS revenues in the fourth quarter of 1999 were $386.5  million,  compared
to $402.6  million in the fourth quarter of 1998.  This decline was  principally
due  to  reduced   sales  of  its   wireless   telecommunications   systems  and
international private business network systems.  These declines more than offset
higher  sales of  DIRECTV  receiving  equipment.  HNS  shipped  715,000  DIRECTV
receiving  systems in the fourth quarter of 1999 compared to 300,000 in the same
year-ago period.

      HNS recorded  negative EBITDA of $241.5 million in the quarter compared to
EBITDA of $43.0  million  in the  fourth  quarter of 1998.  This  reduction  was
primarily due to the previously announced pre-tax charge of $272 million related
to the  discontinuation  of certain  wireless  businesses,  and reduced sales of
international  private business network systems. HNS' wireless business will now
focus on its leading  broadband  wireless access  (point-to-multipoint)  product
line and will  discontinue its mobile cellular and narrowband local loop product
lines.  HNS will  fulfill  its  outstanding  contractual  obligations  for these
discontinued product lines.

                                  BALANCE SHEET

      From December 31, 1998 to December 31, 1999,  the  Company's  cash balance
declined  $1,103.8  million to $238.2 million and total debt increased  $1,206.6
million to $2,141.4  million.  The principal cash requirements for the year were
the USSB and PRIMESTAR transactions,  purchase of the Tempo high-power satellite
assets, early buy-out of certain PanAmSat satellite  sale-leaseback  agreements,
increased  investment  in the  DIRECTV  businesses  in Latin  America and Japan,
capital   expenditures   and  general   working  capital   requirements.   These
requirements  were  partially  offset by a $1.5  billion  investment  by America
Online, Inc. (AOL).

      Hughes  is  the   world's   leading   provider   of   digital   television
entertainment,   satellite  services,   and  satellite-based   private  business
networks. The earnings of Hughes, a unit of General Motors Corporation, 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 certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.

                                     - 34 -

----------------------
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)   For  all  periods   presented,   net  income  generated  by  the  satellite
     manufacturing businesses (previously referred to as the "Satellite Systems"
     segment) is reported as "Income from discontinued operations, net of taxes"
     on the Statement of Income (Loss) and Available  Separate  Consolidated Net
     Income (Loss).  Similarly,  all assets and liabilities of those  businesses
     are  reported as "Net  assets of  discontinued  operations"  on the Balance
     Sheet.
3)   Excludes the effects of purchase accounting  adjustments related to General
     Motors' acquisition of Hughes in 1985.
4)   Hughes was awarded a final judgement arising from its long-running Williams
     patent infringement case, which was originally filed by Hughes in 1973. The
     award resulted from the repeated infringement by the U.S. Government over a
     span  of  two  decades  of  a  patent  that  revolutionized  communications
     satellite attitude control and made the geosynchronous satellite practical.
     A payment of $154.6  million was received in the first  quarter of 1999 and
     is recorded in "Income from discontinued operations, net of taxes."
5)   Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
     service in Brazil.  Grupo Galaxy Mexicana,  S.A. de C.V. (GGM) is the local
     operating  company  providing  DIRECTV  service  in  Mexico.  SurFin  Ltd.,
     provides financing for DIRECTV receiving  equipment in Latin America.  As a
     result of  transactions  that were  completed in July 1999 (GLB),  February
     1999 (GGM) and November 1998 (SurFin),  Hughes owns a majority  position in
     each company.

                                       ###

                                     - 35 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                              Year Ended
                                    Fourth Quarter            December 31,
                                    --------------            ------------
                                   1999        1998        1999        1998
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,394.1      $757.8    $4,489.3    $2,603.6
Product sales                      303.9       347.4     1,071.0       877.0
----------------------------------------------------------------------------
   Total Revenues                1,698.0     1,105.2     5,560.3     3,480.6
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              366.1       286.6     1,028.3       643.0
Broadcast programming and
  other costs                      657.6       375.2     2,001.4     1,175.0
Selling, general, and
  administrative expenses          848.7       374.2     2,307.9     1,320.9
Depreciation and amortization      189.5       110.5       647.4       384.6
Amortization of GM purchase
  accounting adjustments (1)         0.8         0.8         3.3         3.3
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,062.7     1,147.3     5,988.3     3,526.8
----------------------------------------------------------------------------
Operating Loss                    (364.7)      (42.1)     (428.0)      (46.2)
Interest income                      6.2        23.7        27.0       112.3
Interest expense                   (51.7)       (8.0)     (122.7)      (17.5)
Other, net                         (60.6)      (50.6)     (136.3)     (151.8)
----------------------------------------------------------------------------
Loss From Continuing Operations
   Before Income Taxes, Minority
   Interests and Cumulative
   Effect of Accounting Change    (470.8)      (77.0)     (660.0)     (103.2)
Income tax benefit                (177.2)     (143.0)     (236.9)     (142.3)
Minority interests in net
   losses of subsidiaries            9.9         5.2        32.0        24.4
----------------------------------------------------------------------------
Income (Loss) from continuing
   operations before cumulative
   effect of accounting change    (283.7)       71.2      (391.1)       63.5
Income from discontinued
   operations, net of taxes         51.9        51.9        99.8       196.4
----------------------------------------------------------------------------
Income (Loss) before cumulative
   effect of accounting change    (231.8)      123.1      (291.3)      259.9
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------
Net Income (Loss)                 (231.8)      123.1      (291.3)      250.7
Adjustments to exclude
   the effect of GM purchase
   accounting adjustments (1)        5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
Earnings (Loss) Excluding the
   Effect of GM Purchase
   Accounting Adjustments         (226.7)      128.2      (270.3)      271.7
Preferred stock dividends          (24.6)          -       (50.9)          -
----------------------------------------------------------------------------
Earnings (Loss) Used for
   Computation of Available
   Separate Consolidated
   Net Income (Loss)             $(251.3)     $128.2     $(321.2)     $271.7
============================================================================
Available Separate Consolidated
   Net Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       136.3       105.9       124.7       105.3
Average Class H dividend base
   (in millions)(Denominator)      430.1       399.9       418.5       399.9
Available Separate Consolidated
   Net Income (Loss)              $(79.6)      $33.9      $(95.7)      $71.5
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share Basis
   Income (Loss) from continuing
     operations before cumulative
     effect of accounting change  $(0.71)      $0.18      $(1.05)      $0.17
   Income from discontinued
     operations, net of taxes      $0.13       $0.14       $0.28       $0.53
   Cumulative effect of
     accounting change,
     net of taxes                      -           -           -      $(0.02)
----------------------------------------------------------------------------
Earnings (Loss) Attributable
   to General Motors Class H
   Common Stock on a Per Share
   Basis - Basic and Diluted      $(0.58)      $0.32      $(0.77)      $0.68
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.
                                     - 36 -

BALANCE SHEET
(Dollars in Millions)
                                                   December 31,    December 31,
ASSETS                                                1999            1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $238.2         $1,342.0
Accounts and notes receivable                         960.9            764.6
Contracts in process                                  155.8            179.0
Inventories                                           236.1            286.6
Net assets of discontinued operations               1,159.5            972.4
Prepaid expenses, deferred income taxes and other     788.2            321.1
----------------------------------------------------------------------------

Total Current Assets                                3,538.7          3,865.7
Satellites - net                                    3,907.3          3,197.5
Property - net                                      1,223.0            683.0
Net Investment in Sales-type Leases                   146.1            173.4
Intangible Assets, net                              7,406.0          3,185.9
Investments and Other Assets                        2,039.9          1,302.4
----------------------------------------------------------------------------

Total Assets                                      $18,261.0        $12,407.9
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,062.2           $691.8
Advances on contracts                                  23.0             20.1
Deferred revenues                                     130.5             43.8
Current portion of long-term debt                     555.4            156.1
Accrued liabilities                                   618.8            257.0
----------------------------------------------------------------------------

Total Current Liabilities                           2,389.9          1,168.8
Long-Term Debt                                      1,586.0            778.7
Postretirement Benefits Other Than Pensions            19.7             20.4
Other Liabilities and Deferred Credits              1,433.3            935.3
Deferred Income Taxes                                 672.5            641.1
Commitments and Contingencies
Minority Interests                                    544.3            481.7
Stockholder's Equity                               11,615.3          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,261.0        $12,407.9
============================================================================
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).

                                     - 37 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Year  Ended
                                    Fourth Quarter          December 31,
                                    --------------       ----------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,213.6      $567.6  $3,785.0    $1,816.1
EBITDA (1)                        $(24.9)     $(69.4)    $19.9     $(125.8)
EBITDA Margin (1)                  N/A         N/A         0.5%      N/A
Operating Loss                   $(132.7)     $(94.5)  $(292.1)    $(228.1)
Depreciation and Amortization     $107.8       $25.1    $312.0      $102.3
Capital Expenditures (2)          $263.5      $100.7    $516.9      $230.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $206.0      $196.7    $810.6      $767.3
EBITDA (1)                        $152.9      $144.3    $618.8      $553.3
EBITDA Margin (1)                   74.2%       73.4%     76.3%       72.1%
Operating Profit                   $80.2       $82.4    $341.6      $321.6
Operating Profit Margin             38.9%       41.9%     42.1%       41.9%
Depreciation and Amortization      $72.7       $61.9    $277.2      $231.7
Capital Expenditures (3)          $133.4      $316.7    $956.4      $921.7
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $386.5      $402.6  $1,384.7    $1,076.7
EBITDA (1)                       $(241.5)      $43.0   $(178.1)      $52.6
EBITDA Margin (1)                  N/A          10.7%    N/A           4.9%
Operating Profit (Loss)          $(253.0)      $31.1   $(227.3)      $10.9
Operating Profit Margin            N/A           7.7%    N/A           1.0%
Depreciation and Amortization      $11.5       $11.9     $49.2       $41.7
Capital Expenditures               $11.9       $13.6     $35.0       $40.0
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(108.1)     $(61.7)  $(420.0)    $(179.5)
EBITDA (1)                        $(60.9)     $(48.7)  $(237.9)    $(138.4)
Operating Loss                    $(58.4)     $(60.3)  $(246.9)    $(147.3)
Depreciation and Amortization      $(2.5)      $11.6      $9.0        $8.9
Capital Expenditures              $111.1       $21.8    $157.0      $136.3
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,698.0    $1,105.2  $5,560.3    $3,480.6
EBITDA (1)                       $(174.4)      $69.2    $222.7      $341.7
EBITDA Margin (1)                  N/A           6.3%      4.0%        9.8%
Operating Loss                   $(363.9)     $(41.3)  $(424.7)     $(42.9)
Depreciation and Amortization     $189.5      $110.5    $647.4      $384.6
Capital Expenditures              $519.9      $452.8  $1,665.3    $1,328.8

*  The Financial Statements reflect the application of purchase accounting
   adjustments related to GM's  acquisition of Hughes.  However,  as provided in
   the General Motors' Restated Certificate of Incorporation,  the earnings
   attributable to GM Class H common stock for purposes of determining the
   amount  available for the payment of dividends on GM Class H common stock
   specifically exclude such adjustments.  In order to  provide  additional
   analytical  data,  the  above unaudited  pro forma  selected  segment  data,
   which  exclude  the  purchase accounting adjustments related to GM's
   acquisition of Hughes, are presented.
(1)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 satellite  expenditures  amounting to $46.9 million,  $32.2 million,
   $136.0 million and $70.2 million, respectively.
(3)Includes satellite expenditures amounting to $124.0 million,  $304.1 million,
   $532.8  million  and  $726.3   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $369.5  million and $155.5 million for the years ended December 31,
   1999 and 1998, respectively.

                                   * * * * * *

                                     - 38 -

                                    SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 20, 2000
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                     - 39 -