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) October 13, 1998
                                  ----------------




                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)




   100 Renaissance Center, Detroit, Michigan                 48243-7301
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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

















                                    - 1 -

ITEM 5. OTHER EVENTS

         (a) On October 13,  1998,  a news  release was issued on the subject of
third  quarter  consolidated  earnings  for GM. The news release did not include
financial statement footnotes and certain other financial  information that will
be filed with the  Securities  and Exchange  Commission at a later date.  The GM
news release and related  news  releases  for third  quarter  earnings of Hughes
Electronics  Corporation  (Hughes)  dated  October 12, 19989 and General  Motors
Acceptance  Corporation  (GMAC) dated  October 13, 1998,  respectively,  were as
follows:

                               GM NEWS RELEASE
      GM REPORTS STRIKE-IMPACTED THIRD-QUARTER NET LOSS OF $809 MILLION
            CORPORATION EXPECTS STRONG FOURTH QUARTER PERFORMANCE

      DETROIT   --   General   Motors   Corporation   (GM)   reported   today  a
strike-impacted net loss for the third quarter of 1998 totaling $809 million, or
a loss of $1.28 per share of GM $1-2/3 par value  common  stock.  That  compares
with income of $973 million,  or $1.29 per share,  in the third quarter of 1997,
adjusted to reflect the effect of the Hughes  Transactions,  which took place in
December of 1997. All  earnings-per-share  amounts are basic (see Highlights for
diluted earnings-per-share amounts).

      The  third-quarter-1998  results  include the impact of production  losses
resulting  from strikes at two Flint,  Mich.,  plants,  which had an unfavorable
after-tax  impact of $1.2  billion,  or $1.89 per  share,  (see  Strike  Related
Impact).  Results also include an after-tax  loss of $271 million,  or $0.41 per
share,  related to divestitures  involving the Delphi  seating,  coil-spring and
lighting  businesses  (see  Delphi).   Excluding  the   above-mentioned   Delphi
transactions,  the loss in the third quarter of 1998 totaled $538 million,  or a
loss of $0.87 per share.

      Excluding the Delphi  transactions  and the strike impact,  GM's income in
the third quarter of 1998 would have totaled $697 million,  or a favorable $1.02
per share.

      Consolidated  net sales and revenues in the third  quarter of 1998 totaled
$34.4 billion,  compared with $40.2 billion in the same period of 1997, adjusted
to reflect the effect of the Hughes Transactions.

      "We're going all out to rebuild the momentum we had developed before
the strikes crippled our production during the summer," GM Chairman and Chief
Executive Officer John F. Smith, Jr., said.  "We're running our North
American plants all out and we're aggressively taking on the competition."

      The  third-quarter  was  unfavorably  impacted by the strikes,  the Delphi
transactions,  the  changeover  to  production  of GM's new family of  full-size
pickup  trucks,  and  continued   economic  turmoil  in  Latin  America.   Smith
emphasized,  however, that, "As a result of our aggressive cost-reduction focus,
strong  sales of our new  models,  and the  recent  streamlining  of our  global
automotive  operations,  we expect  strong  results in the fourth  quarter and a
continued strengthening trend into 1999."






                                     - 2-

      Smith said,  "Our  outlook  for  continued  strong  sales in the key North
American and  European  markets  gives us an  opportunity  to continue  building
momentum  during the balance of the year and into 1999." He cautioned,  however,
that the  effects of the  economic  turmoil  and  uncertainty  in Asia and Latin
America will be a challenge to the corporation's performance globally.

      Unless otherwise noted, corporate and sector data in the remainder of this
release  exclude  the above  mentioned  strike-related  impact,  and the  Delphi
transactions.  The  1997  reported  amounts  are  adjusted  to  reflect  changes
resulting  from the completion of the Hughes  Transactions  in December of 1997.
(See Strike Related Impact, Delphi, and Highlights.)

      Following  is a summary of  results  from the GM  business  sectors in the
third quarter of 1998:

      -  GM  Automotive  Operations'  income  totaled  $341 million in the third
         quarter of 1998,  compared  with $560  million in the third  quarter of
         1997.   (See  regional   breakout  in  GM  Automotive   Operations  and
         Highlights.)

      -  Delphi  Automotive  Systems' (Delphi) income totaled $56 million in the
         third quarter of 1998,  compared with $123 million in the third quarter
         of 1997.

      -  General  Motors  Acceptance  Corporation's  (GMAC) income  totaled $313
         million in the third quarter of 1998, compared with $312 million in the
         third quarter of 1997.

      -  Hughes Electronics  Corporation's  (Hughes)  third-quarter-1998  income
         totaled  $43  million,  compared  with $53  million  in the  prior-year
         period.

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

      Excluding  the  impact  of  the  strikes  and  the  Delphi   transactions,
consolidated  income in the third quarter of 1998 totaled $697 million, or $1.02
per share.  That  compares  with $973  million,  or $1.29 per share in the third
quarter of 1997.

      The  corporation's  pretax income was $691 million in the third quarter of
1998, compared with $899 million in the third quarter of 1997.

      The corporation's after-tax net-profit margin -- income as a percentage of
net sales and revenues -- was 2.0 percent in the third quarter of 1998, compared
with 2.7 percent in the third quarter of 1997.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$11.5 billion at Sept. 30, 1998,  compared with $14.6 billion at Sept. 30, 1997,
and $12.1 billion at June 30, 1998.

      "With our operations running full out, strong cash generation will make it
possible for us to rebuild our cash position to the $13 billion level  necessary
to support capital-spending programs, adequately fund pension plans, and keep us
in a good position to weather any future downturn," Smith said.


                                    - 3 -
GM AUTOMOTIVE OPERATIONS

      Excluding   the  impact  of  the  strikes,   GM   Automotive   Operations'
third-quarter-1998  income totaled $341 million. That compares with $560 million
in the third quarter of 1997. The unfavorable strike-related impact in the third
quarter of 1998 totaled $965 million (see Strike Related Impact).

      "We are quickly  streamlining  GM's automotive  operations  worldwide as a
result  of  the  recent  creation  of  a  single,   unified  global   automotive
organization  that will enable us to fully  leverage GM's global  capabilities,"
said GM President and Chief  Operating  Officer G. Richard  Wagoner,  Jr. "We're
focused on  becoming a faster,  leaner  organization  committed  to growing  our
business around the world.

      "The strikes  severely  impacted our  third-quarter  performance  in North
America, but we were able to ramp up production and sales very quickly following
the strike, and our August and September financial performance was strong. We're
focused on keeping that going in the fourth quarter," Wagoner said.

      GM Automotive  Operations  pretax income totaled $595 million in the third
quarter of 1998, compared with $776 million in the prior-year period.

      The  net-profit  margin for  Automotive  Operations was 1.1 percent in the
third quarter of 1998, compared with 1.7 percent in the prior-year period.

      Following  are results from the four regions that  comprise GM  Automotive
Operations:

      -  Excluding  the  impact  of the  strikes,  income  for GM North  America
         totaled $353 million in the third  quarter of 1998,  compared with $423
         million in the year-ago  period.  Pretax  income  totaled $645 million,
         compared with $608 million in the  prior-year  period.  The  net-profit
         margin   was  1.5   percent,   compared   with  1.8   percent   in  the
         third-quarter-1997 period.

      -  GM Europe's  income  totaled $50 million in the third  quarter of 1998,
         compared  with a loss of $21  million  in the  third  quarter  of 1997.
         Pretax  income  totaled $64 million,  compared  with $87 million in the
         third quarter of 1997. The net-profit margin was 0.8 percent,  compared
         with a negative 0.4 percent in the prior-year period.

      -  GM Latin America/Africa/Mid-East had a loss of $64 million in
         the third quarter of 1998, compared with income of
         $165 million in the third quarter of 1997.  The pretax loss
         totaled $136 million, compared with pretax income of
         $154 million in the prior-year period.  The net-profit margin
         was a negative 3.8 percent, compared with 7.3 percent in the
         third-quarter-1997 period.

      -  GM  Asia/Pacific's  income  totaled $2 million in the third  quarter of
         1998,  compared with a loss of $7 million in the third quarter of 1997.
         Pretax income totaled $22 million,  compared with a loss of $73 million
         in the third quarter of 1997.  The  net-profit  margin was 0.3 percent,
         compared with a negative 1.0 percent in the year-ago period.


                                    - 4 -

      A number of factors  affected  performance in North America in addition to
the strike.  "Direct costs  associated with the successful  launch of our highly
acclaimed new family of full-size  pickup trucks -- the Chevrolet  Silverado and
GMC Sierra  models -- and lower  volumes  due to the model  changeover  affected
results along with  incentive  costs  required to maintain a strong  competitive
position in the North American market," Wagoner said.

      "We're extremely pleased with the continued success of our
cost-reduction initiatives, "Wagoner said.  "These efforts allowed us to more
than make up for the costs of the new product launches and higher
incentives."

      GM vehicle  deliveries  in the United  States,  which were affected by the
strike-related  production losses, totaled 928,000 units in the third quarter of
1998,  which resulted in a 24.2-percent  share of the U.S. vehicle market share,
compared with 1,253,000 units, and a 31.6-percent  share in the third quarter of
1997. (See additional information in Highlights.)

      Wagoner said,  "Dedication and hard work by the GM Europe team resulted in
the  successful  introduction  of the new  Astra  models,  which  have been well
received in Europe.  The European  region  continues  to be a strong  market and
Opel/Vauxhall  have maintained market leadership in Western Europe for passenger
cars through the first nine months of 1998."

      The  Asia/Pacific  and  Latin  America/Africa/Mid-East  regions  were both
affected by economic turmoil and uncertainties.

      "Our Latin  American  operations  were  strongly  impacted by the economic
problems in Brazil.  GM operations  there are our largest in the region and have
delivered  consistently  strong financial  performance in recent years," Wagoner
said.  "While  our  presence  in the  Asia-Pacific  market is not as large,  our
business  there  also has been  hurt by the  economic  turmoil  in that  region.
However, both of these regions have significant long-term growth potential,  and
we continue to be optimistic about our long-term prospects."

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Excluding the impact of the strikes,  and a loss on  divestitures,  Delphi
Automotive  Systems'  income  totaled $56 million in the third  quarter of 1998,
compared  with  $123  million  in the third  quarter  of 1997.  The  unfavorable
strike-related  impact in the third  quarter of 1998  totaled  $270 million (see
Strike  Related  Impact).  The after-tax  loss on the  divestiture  transactions
totaled $271 million.

      Delphi's  pretax income  totaled $67 million in the third quarter of 1998,
compared with pretax income of $136 million in the prior-year period.

      Delphi's  net-profit  margin was 0.8 percent in the third quarter of 1998,
compared with a net-profit margin of 1.7 percent in the prior-year period.

      "Aside  from  the  impact  of  the  divestitures  and  strikes,   Delphi's
third-quarter-1998  results reflect the impact of continuing  economic downturns
in the Latin American and Asia-Pacific  regions, and competitive  pressures that
resulted in price  reductions,"  said GM  Executive  Vice  President  and Delphi
President J.T.  Battenberg III. "These factors were offset by Delphi's continued
aggressive cost-reduction efforts during the third quarter of 1998, particularly
in the areas of manufacturing and material." He also noted the


                                    - 5 -

previously  mentioned  divestitures,  which  comprised "the  successful  sale of
Delphi's seating and coil-spring businesses and a definitive agreement regarding
the divestiture of the lighting business."

      Battenberg  said,  "Delphi  continues  to  accelerate  sales to  customers
outside General Motors." Delphi reported that  third-quarter-1998  sales outside
GM's North  American  vehicle groups  represented  more than 37 percent of total
sales,  after adjusting for the strike impact,  compared with  approximately  36
percent of total sales in the third quarter of 1997, including joint ventures in
both periods.

STRIKE RELATED IMPACT

      Strikes  by members of United  Auto  Workers  Locals 659 and 651 in Flint,
Mich.,  resulted in production  shutdowns at two component  plants on June 5 and
June 11, 1998,  respectively.  Those work stoppages  resulted in parts shortages
that led to the shutdown of most of GM's North American  assembly plants in June
and  July of  1998,  and  resulted  in an  estimated  loss of  318,000  units of
production from the beginning of the third quarter of 1998 to the point in which
normal  production  levels were resumed.  The work stoppages at both  facilities
were resolved  July 28, 1998,  when  tentative  agreements  were  reached.  Both
agreements were ratified by the rank and file July 29, 1998.

      The  third  quarter  loss  of  production   had  an  estimated   aggregate
unfavorable  after-tax impact of $1.2 billion, or $1.89 per share,  representing
the  combined  effects of $965  million for GM  Automotive  Operations  and $270
million for  Delphi.  This takes into  account the  recovery of some of the lost
production units through the quick production  ramp-up  following the settlement
and aggressive sales and marketing efforts in August and September.

FORWARD LOOKING STATEMENTS

      This release and related management  discussions with securities analysts,
the media and others will contain certain  forward-looking  statements indicated
by our use of the terms "expects," "outlook" and "forecast" and similar words.

      These  forward-looking  statements  are made in an effort  to  assist  the
market  in  understanding  General  Motors  and  its  results.   Forward-looking
statements are inherently predictive in nature and GM cannot assure or guarantee
that actual results will not differ  materially from its predictions.  Important
risk  factors that could cause actual  results to differ  materially  from those
indicated by our predictions are detailed in the corporation's  Annual Report on
form 10-K for the year ended Dec. 31, 1997, in Part II, at page II-64, under the
heading "Forward-Looking Statements."


                                    # # #


HIGHLIGHTS ATTACHED







                                    - 6 -


     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                          September 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $29,978  $29,978   $37,103   $35,382
     Financial services        3,220    3,220     3,162     3,162
     Other income              1,225    1,225     1,625     1,616
                             -------  --------  -------   -------
       Total net sales and
         revenues            $34,423  $34,423   $41,890   $40,160
                             -------  --------  -------   -------
     Total net sales and
       revenues(6)           $29,846  $29,846   $37,125   $35,404
     Gross profit margin
       percentage(6)            11.4%    11.4%      15.2%    15.1%
     .............................................................
     (Loss) Income before income
       taxes, minority interests
       and non-consolidated
       affiliates (6)        $(1,730) $(1,300)   $1,042      $899
     Effective income tax
       rate(6)                  34.0%    33.0%      27.7%    28.1%
     .............................................................
     Consolidated net (loss)
       income                  $(809)   $(538)   $1,067      $973
     Net profit margin(6)       (2.7%)   (1.8%)      2.9%     2.7%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value        $(836)              $964
       Class H (2)                $-                $61
       Class H (3)               $11                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value       $(1.28)    $(0.87)   $1.35     $1.29
       Class H (2)                $-         $-    $0.60
       Class H (3)             $0.11      $0.11       $-     $0.13
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value       $(1.28)    $(0.87)   $1.34     $1.27
       Class H (2)                $-         $-    $0.60
       Class H (3)             $0.11      $0.11       $-     $0.13
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (2)                $-               $0.25
       Class H (3)                $-                  $-
      .............................................................
     Book Value Per Share of Common Stocks
                        Sept. 30,   Dec. 31,    Sept. 30,
                          1998       1997         1997
                        --------    -------     --------
       $1-2/3 par value  $19.49     $22.26       $30.17
       Class H           $11.69     $13.36       $15.09
     ..............................................................



   See footnotes beginning on page 14.


                                              continues


                                - 7 -

     HIGHLIGHTS - Q3 Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)


                                         Three Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)       (1)
                                   ---------   ---------    --------

     Net sales and revenues        $29,846            $-   $29,846
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                26,457             -    26,457
       Selling, general,
         and admin. expenses         3,076             -     3,076
     Depreciation and
         amort. expenses             1,672             -     1,672
                                    ------        ------    ------
     Total costs and
       expenses                     31,205             -    31,205
                                    ------        ------    ------
     Operating (loss) income        (1,359)            -    (1,359)
     Other income less income
       deductions                      (28)         (430)      402
     Interest expense                  343             -       343
                                    ------        ------    ------
     (Loss) income before
       income taxes and
       minority interests           (1,730)         (430)   (1,300)
     Income tax (benefit) expense     (588)         (159)     (429)
                                    ------        ------    ------
     (Loss) income after
       income taxes                 (1,142)         (271)     (871)
     Minority interests                 10             -        10
     Earnings of nonconsolidated
       affiliates                      323             -       323
                                    ------        ------    ------

     Net (loss) income               $(809)        $(271)    $(538)
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                      $(1.28)                 $(0.87)
         Diluted                    $(1.28)                 $(0.87)

     Gross profit margin              11.4%                   11.4%
     Effective income tax rate        34.0%                   33.0%
     Net profit margin                (2.7%)                  (1.8%)


      See footnotes beginning on page 14.


                                    continues















                                - 8 -

     HIGHLIGHTS - Q3 Adjusted for Hughes Transactions
     and Special Items - with Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                  Three Months Ended
                                  September 30, 1997
                             ----------------------------
                                          Hughes
                                          Trans-   Adjusted
                                Reported  actions    (1)
                                --------  -------  -------
     Net sales and revenues     $37,125   $1,721    $35,404
                                 ------   ------     ------
     Costs and expenses:
       Cost of sales             31,484    1,429     30,055
       Selling, general,
         and admin.expenses       3,157      124      3,033
       Depreciation and
         amort. expenses          1,830       44      1,786
                                 ------   ------     ------
     Total costs and
       expenses                  36,471    1,597     34,874
                                 ------   ------     ------
     Operating income               654      124        530
     Other income less
       income deductions            613        9        604
     Interest expense (credit)      225      (10)       235
                                 ------   ------     ------
     Income before
       income taxes and
       minority interests         1,042      143        899
     Income tax expense             289       36        253
                                 ------   ------     ------
     Income after income
       taxes                        753      107        646
     Minority interests              13        1         12
     Earnings (loss) of
       noncons. affiliates          301      (14)       315
                                 ------   ------     ------

     Net income                  $1,067      $94       $973
                                 ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                    $1.35               $1.29
         Diluted                  $1.34               $1.27

     Gross profit margin           15.2%               15.1%
     Effective income tax rate     27.7%               28.1%
     Net profit margin              2.9%                2.7%


      See footnotes beginning on page 14.


                                    continues














                                - 9 -

     HIGHLIGHTS - Q3 Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)


                                         Three Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM North America (GMNA)         $(612)           $-      $(612)
     GM Europe (GME)                    50             -         50
     GM Latin America/Africa/
       Mid-East (GMLAAM)               (64)            -        (64)
     GM Asia/Pacific (GMAP)              2             -          2
                                       ---           ---        ---
       Total automotive               (624)            -       (624)

     Delphi                           (485)          271       (214)
     Hughes                             43             -         43
     GMAC                              313             -        313
     Other(5)                          (56)            -        (56)
                                       ---           ---        ---
Consolidated net income              $(809)         $271      $(538)
                                       ===           ===        ===



                                         Three Months Ended
                                         September 30, 1997
                                   --------------------------------
                                                Hughes
                                                Trans-      Adjusted
                                    Reported    actions       (1)
                                    --------    -------     --------

     GMNA                             $423          $-        $423
     GME                               (21)          -         (21)
     GMLAAM                            165           -         165
     GMAP                               (7)          -          (7)
                                       ---         ---         ---
       Total automotive                560           -         560

     Delphi                             55          68         123
     Hughes                            240        (187)         53
     GMAC                              312           -         312
     Other(5)                         (100)         25         (75)
                                       ---         ---         ---
     Consolidated net income        $1,067        $(94)       $973
                                     =====          ==         ===










     See footnotes beginning on page 14.


                                            continues







                               - 10 -

     HIGHLIGHTS - Q3 Automotive Operations and Delphi
     Adjusted for Special Items
     (Dollars in Millions)


                                       Three Months Ended
                                       September 30, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------

     Net sales and
       revenues             $18,496  $6,227  $1,701    $671   $6,015
                             ------   -----   -----     ---    -----
     Pre-tax (loss) income     (911)     64    (136)     22     (798)
     Income tax (benefit)
       expense                 (299)     18     (45)      3     (297)
     Equity income (loss) and
       minority interests         -       4      27     (17)      16
                                ---      --      --      --      ---
     Net (loss) income        $(612)    $50    $(64)     $2    $(485)
                                ===      ==      ==      ==      ===

     Net (loss) profit
       margin                  (3.3%)   0.8%   (3.8%)   0.3%    (8.1%)
     Effective income
       tax rate                32.8%   28.1%   33.1%   13.6%    37.2%


     Special Items (4)
     -------------

     Net sales and
       revenues                  $-      $-      $-      $-       $-
                             ------   -----   -----   -----    -----
     Pre-tax income               -       -       -       -      430
     Income tax expense           -       -       -       -      159
     Equity income and
       minority interests         -       -       -       -        -
                             ------   -----   -----   -----    -----
     Net income                  $-      $-      $-      $-     $271
                             ======   =====   =====   =====    =====


     Adjusted (1)
     --------

     Net sales and
       revenues             $18,496  $6,227  $1,701    $671   $6,015
                             ------   -----   -----     ---    -----
     Pre-tax (loss) income     (911)     64    (136)     22     (368)
     Income tax (benefit)
       expense                 (299)     18     (45)      3     (138)
       Equity income and
       minority interests         -       4      27     (17)      16
                             ------   -----   -----   -----    -----
     Net (loss) income        $(612)    $50    $(64)     $2    $(214)
                             ======   =====   =====   =====    =====

     Net (loss) profit
       margin                  (3.3%)   0.8%  (3.8%)    0.3%    (3.6%)
     Effective income
       tax rate                32.8%   28.1%  33.1%    13.6%    37.5%


      See footnotes beginning on page 14.


                                    continues



                               - 11 -

     HIGHLIGHTS - Q3 Automotive Sectors and Delphi
     Adjusted for Hughes Transactions
     (Dollars in Millions)

                                         Three Months Ended
                                        September 30, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Net sales and revenues $24,047  $5,686  $2,273    $682   $6,044
                             ------   -----   -----     ---    -----
     Pre-tax income (loss)      608      87     154     (73)      30
     Income tax expense
       (benefit)                172      48      14     (15)      (6)
     Equity (loss) income and
       minority interests       (13)    (60)     25      51       19
                                ---     ---     ---     ---      ---
     Net income                $423    $(21)   $165     $(7)     $55
                                ===     ===     ===     ===      ===

     Net profit margin          1.8%   (0.4%)   7.3%   (1.0%)    0.9%
     Effective income tax
       rate                    28.3%   55.2%    9.1%   20.5%   (20.0%)

     Hughes Transactions
     -------------------
     Net sales and revenues      $-      $-      $-      $-   $1,139
                             ------   -----   -----     ---    -----
     Pre-tax income               -       -       -       -      106
     Income tax expense           -       -       -       -       41
     Equity income and
       minority interests         -       -       -       -        3
                             ------   -----   -----     ---    -----
     Net income                  $-      $-      $-      $-      $68
                             ======   =====   =====     ===    =====

     Adjusted (1)
     --------
     Net sales and revenues $24,047  $5,686  $2,273    $682   $7,183
                             ------  ------   -----     ---    -----
     Pre-tax income (loss)      608      87     154     (73)     136
     Income tax expense
       (benefit)                172      48      14     (15)      35
     Equity (loss) income and
       minority interests       (13)    (60)     25      51       22
                             ------  ------   -----     ---    -----
     Net income                $423    $(21)   $165     $(7)    $123
                             ======  ======   =====     ===    =====

     Net profit margin          1.8%   (0.4%)  7.3%    (1.0%)    1.7%
     Effective income tax
       rate                    28.3%   55.2%   9.1%    20.5%    25.7%


      See footnotes beginning on page 14.


                                               continues












                               - 12 -

     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             527          651
                        Trucks           367          489
                                     -------      -------
         Total United States             894        1,140
       Canada, Mexico and Other          116          142
                                     -------      -------
         Total GM North America        1,010        1,282
                                      ------       ------
       GME                               534          448
       GMLAAM                            163          229
       GMAP                              114          167
                                     -------      -------
         Total International             811          844
                                      ------       ------
             Total Worldwide           1,821        2,126
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  174          260
                 - Trucks                296          380
       Pontiac                           113          163
       GMC                                91          118
       Buick                              81          120
       Oldsmobile                         63           82
       Saturn                             62           70
       Cadillac                           39           52
       Other                               9            8
                                      ------       ------
         Total United States             928        1,253
       Canada, Mexico and Other          160          158
                                      ------       ------
         Total GM North America        1,088        1,411
                                      ------       ------
       GME                               466          456
       GMLAAM                            162          215
       GMAP                              119          149
                                      ------       ------
         Total International             747          820
                                      ------       ------
             Total Worldwide           1,835        2,231
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           25.7%         33.7%
         Trucks                         22.4%         29.1%
           Total                        24.2%         31.6%
       Western Europe                   10.6%         11.0%
       Latin America                    19.8%         20.3%
       Asia and Pacific                  4.4%          4.5%
       Total Worldwide                  14.2%         16.6%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             24.3%         22.5%
       % Fleet Sales - Trucks            9.7%         10.0%
       Total Vehicles                   17.8%         17.3%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                                59          69
       Trucks                              67          90
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)     67.3%       89.9%
     ....................................................
     Retail Incentives($ per unit)
       GMNA                            $1,732        $992
     ....................................................
     See footnotes beginning on page 14.
                                                continues
                               - 13 -

     HIGHLIGHTS - Q3 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (6)
       Depreciation                   $1,053       $1,081
       Amortization of special tools     589          690
       Amortization of intangible
         assets                           30           59
                                       -----        -----
                                      $1,672       $1,830
                                       =====        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)(7)
       GMNA                              229          240
       GME                                81           79
       GMLAAM                             25           27
       GMAP                               10           10
       Delphi                            199          205
       Hughes                             15           16
       GMAC                               23           18
       Other                              12           11
                                         ---          ---
         Total                           594          606
                                         ---          ---
     ....................................................
     Worldwide Payrolls (7)            $6,099      $6,885
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for  1998  include  the  unfavorable  effects  of  strike-related  work
         stoppages.  The unfavorable  after-tax impact of the work stoppages was
         $1.2  billion,  or $1.89  basic per share of  $1-2/3  par value  common
         stock, in 1998. The unfavorable  after-tax  impacts for GMNA and Delphi
         were $965 million and $270 million, respectively, in 1998.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The third  quarter 1998  results  included a pre-tax loss of $430 ($271
         after-tax,  or $0.41 basic per share of $1-2/3 par value common  stock)
         related to the sale of the Delphi  seating,  coil-spring  and  lighting
         businesses.
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (6) Calculated with financing and insurance operations on an equity basis.
     (7) Employment and payroll amounts  reported for 1997 have been adjusted to
         reflect the changes to GM's organizational structure resulting from the
         Hughes Transactions. As such, Delphi reported amounts include Delco and
         Hughes reported amounts exclude Delco and Hughes Defense.












                               - 14 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                        Nine Months Ended
                                          September 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products  $100,115 $100,115  $114,267  $109,071
     Financial services        9,661    9,661     9,563     9,563
     Other income              5,119    5,119     5,447     4,693
                             -------  -------   -------   -------
       Total net sales and
         revenues           $114,895 $114,895  $129,277  $123,327
                             -------  --------  -------   -------
     Total net sales and
       revenues(8)           $99,735  $99,735  $114,323  $109,127
     Gross profit margin
       percentage(8)            14.4%    14.4%      16.4%    16.4%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (8)           $185     $689    $5,798    $4,742
     Effective income tax
       rate (8)                 34.1%    36.6%      33.3%    34.3%
     .............................................................
     Consolidated net income  $1,184   $1,499    $4,961    $4,243
     Net profit margin(8)        1.2%     1.5%       4.3%     3.9%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,096             $4,622
       Class H (2)                $-               $257
       Class H (3)               $40                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $1.65      $2.13    $6.35     $5.67
       Class H (2)                $-         $-    $2.54
       Class H (3)             $0.38      $0.38       $-     $0.20
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $1.60      $2.08    $6.28     $5.60
       Class H (2)                $-         $-    $2.54
       Class H (3)             $0.38      $0.38       $-     $0.20
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $1.50               $1.50
       Class H (2)                $-               $0.75
       Class H (3)                $-                  $-
     ..............................................................



   See footnotes beginning on page 22.


                                              continues











                               - 15 -

     HIGHLIGHTS - 9 Months Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)


                                         Nine Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     Net sales and revenues        $99,735           $-    $99,735
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                85,399            74    85,325
       Selling, general,
         and admin. expenses         9,357             -     9,357
       Depreciation and
         amort. expenses             5,082             -     5,082
                                    ------        ------    ------
     Total costs and
       expenses                     99,838            74    99,764
                                    ------        ------    ------
     Operating (loss) income          (103)          (74)      (29)
     Other income less
       income deductions             1,208          (430)    1,638
     Interest expense                  920             -       920
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests              185          (504)      689
     Income tax expense (benefit)       63          (189)      252
                                    ------        ------    ------
     Income (loss) after
       income taxes                    122          (315)      437
     Minority interests                 13             -        13
     Earnings of nonconsolidated
       affiliates                    1,049             -     1,049
                                    ------        ------    ------

     Net income (loss)              $1,184         $(315)   $1,499
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $1.65                   $2.13
         Diluted                     $1.60                   $2.08

     Gross profit margin              14.4%                   14.4%
     Effective income tax rate        34.1%                   36.6%
     Net profit margin                 1.2%                    1.5%


      See footnotes beginning on page 22.


                                    continues















                               - 16 -

     HIGHLIGHTS - 9 Months Adjusted for Hughes Transactions
     and Special Items - with Financing and Insurance
     Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Nine Months Ended
                                        September 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-     Items  Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues $114,323   $5,196       $-   $109,127
                             -------   ------   ------    -------
     Costs and expenses:
       Cost of sales          95,586    4,271       80     91,235
       Selling, general,
         and admin.expenses    9,331      430        -      8,901
       Depreciation and
         amort. expenses       5,627      127        -      5,500
                              ------   ------   ------     ------
     Total costs and
       expenses              110,544    4,828       80    105,636
                             -------   ------   ------    -------
     Operating income (loss)   3,779      368      (80)     3,491
     Other income less
       income deductions       2,682       48      706      1,928
     Interest expense (credit)   663      (14)       -        677
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      5,798      430      626      4,742
     Income tax expense        1,928      103      200      1,625
                              ------   ------   ------     ------
     Income after income
       taxes                   3,870      327      426      3,117
     Minority interests           50        -        -         50
     Earnings (loss) of
       noncons. affiliates     1,041      (35)       -      1,076
                              ------   ------   ------     ------

     Net income               $4,961     $292     $426     $4,243
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $6.35                        $5.67
         Diluted               $6.28                        $5.60

     Gross profit margin        16.4%                        16.4%
     Effective income tax rate  33.3%                        34.3%
     Net profit margin           4.3%                         3.9%


      See footnotes beginning on page 22.


                                    continues














                               - 17 -

     HIGHLIGHTS - 9 Months Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)


                                         Nine Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GMNA                              $18            $-        $18
     GME                               273            44        317
     GMLAAM                             38             -         38
     GMAP                              (26)            -        (26)
                                       ---           ---        ---
       Total automotive                303            44        347

     Delphi                           (138)          271        133
     Hughes                            153             -        153
     GMAC                            1,027             -      1,027
     Other(8)                         (161)            -       (161)
                                     -----           ---      -----
     Consolidated net income        $1,184          $315     $1,499
                                     =====           ===      =====



                                          Nine Months Ended
                                          September 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GMNA                     $1,661         $-        $-     $1,661
     GME                         440          -      (158)       282
     GMLAAM                      475          -         -        475
     GMAP                         27          -         -         27
                               -----        ---       ---      -----
       Total automotive        2,603          -      (158)     2,445

     Delphi                      545        249        50        844
     Hughes                    1,017       (616)     (318)        83
     GMAC                      1,022          -         -      1,022
     Other(8)                   (226)        75         -       (151)
                                 ---        ---       ---        ---
     Consolidated net income  $4,961      $(292)    $(426)    $4,243
                               =====        ===       ===      =====










     See footnotes beginning on page 22.


                                            continues








                               - 18 -

     HIGHLIGHTS - 9 Months Automotive Operations and Delphi
     Adjusted for Special Items
     (Dollars in Millions)


                                         Nine Months Ended
                                        September 30, 1998
                              ---------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------

     Net sales and
       revenues             $66,289 $17,851  $5,646   $2,155  $20,679
                             ------  ------   -----    -----   ------
     Pre-tax (loss) income      (50)    511    (103)      20     (338)
     Income tax expense
       (benefit)                (48)    238     (74)       7     (157)
     Equity income and
       minority interests        20       -      67      (39)      43
                             ------   -----   -----    -----    -----
     Net income                 $18    $273     $38     $(26)   $(138)
                             ======   =====   =====    =====    =====

     Net profit (loss)
       margin                   0.0%    1.5%    0.7%   (1.2%)    (0.7%)
     Effective income tax
       rate                    96.0%   46.6%   71.8%   35.0%     46.4%


     Special Items (4)
     -------------

     Net sales and revenues      $-      $-      $-       $-       $-
                             ------   -----   -----    -----    -----
     Pre-tax income               -      74       -        -      430
     Income tax expense           -      30       -        -      159
     Equity income and
       minority interests         -       -       -        -        -
                             ------   -----   -----    -----    -----
     Net income                  $-     $44      $-       $-     $271
                             ======   =====   =====    =====    =====


     Adjusted (1)
     --------

     Net sales and revenues $66,289 $17,851  $5,646   $2,155  $20,679
                             ------  ------   -----    -----   ------
     Pre-tax (loss)income       (50)    585    (103)      20       92
     Income tax (benefit)
       expense                  (48)    268     (74)       7        2
     Equity income and
       minority interests        20       -      67      (39)      43
                             ------   -----   -----    -----    -----
     Net income                 $18    $317     $38     $(26)    $133
                             ======   =====   =====    =====    =====

     Net (loss) profit
       margin                   0.0%    1.8%    0.7%   (1.2%)    0.6%
     Effective income tax
       rate  %                 96.0%   45.8%   71.8%   35.0%     2.2%


      See footnotes beginning on page 22.


                                    continues





                               - 19 -

     HIGHLIGHTS - 9 Months Automotive Sectors and Delphi
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                         Nine Months Ended
                                        September 30, 1997
                              ---------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------
     Reported
     --------
     Net sales and revenues $74,729 $18,003  $6,488   $2,144  $19,486
                             ------  ------   -----    -----   ------
     Pre-tax income(loss)     2,418     951     468      (51)     735
     Income tax expense
       (benefit)                775     382      76      (14)     236
     Equity income and
       minority interests        18    (129)     83       64       46
                              -----    ----   -----    -----    -----
     Net income              $1,661    $440    $475      $27     $545
                              =====    ====   =====    =====    =====

     Net profit margin          2.2%    2.4%    7.3%    1.3%      2.8%
     Effective income tax
       rate                    32.1%   40.2%   16.2%   27.5%     32.1%

     Hughes Transactions
     -------------------
     Net sales and revenues      $-      $-      $-       $-   $3,882
                             ------  ------  ------    -----    -----
     Pre-tax income               -       -       -        -      392
     Income tax expense           -       -       -        -      150
     Equity income and
       minority interests         -       -       -        -        7
                             ------  ------  ------    -----    -----
     Net income                  $-      $-      $-       $-     $249
                             ======  ======  ======    =====    =====

     Special Items
     -------------
     Net sales and revenues      $-      $-      $-       $-       $-
                             ------  ------  ------    -----    -----
     Pre-tax income (loss)        -    (216)      -        -       80
     Income tax expense
       (benefit)                  -     (58)      -        -       30
     Equity income and
       minority interests         -       -       -        -        -
                             ------  ------  ------    -----    -----
     Net income (loss)           $-   $(158)     $-       $-      $50
                             ======  ======  ======    =====    =====

     Adjusted (1)
     --------
     Net sales and revenues $74,729 $18,003  $6,488   $2,144  $23,368
                             ------  ------  ------    -----    -----
     Pre-tax income (loss)    2,418     735     469      (51)   1,207
     Income tax expense
       (benefit)                775     324      76      (14)     416
     Equity income and
       minority interests        18    (129)     83       64       53
                             ------  ------  ------    -----    -----
     Net income              $1,661    $282    $475      $27     $844
                             ======  ======  ======    =====    =====

     Net profit margin          2.2%    1.6%    7.3%    1.3%      3.6%
     Effective income tax
       rate                    32.1%   44.1%   16.2%   27.5%     34.5%


      See footnotes beginning on page 22.


                                               continues

                               - 20 -

     HIGHLIGHTS - 9 Months Operating Information
                                     Nine Months Ended
                                        September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           1,650        2,054
                        Trucks         1,435        1,579
                                     -------      -------
         Total United States           3,085        3,633
       Canada, Mexico and Other          464          467
                                     -------      -------
       Total GM North America          3,549        4,100
                                     -------      -------
       GME                             1,540        1,379
       GMLAAM                            521          598
       GMAP                              328          485
                                     -------      -------
         Total International            2,389       2,462
                                      ------       ------
             Total Worldwide           5,938        6,562
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  668          765
                 - Trucks              1,168        1,122
       Pontiac                           403          477
       GMC                               355          351
       Buick                             296          325
       Oldsmobile                        232          228
       Saturn                            179          199
       Cadillac                          131          139
       Other                              22           22
                                      ------       ------
         Total United States           3,454        3,628
       Canada, Mexico and Other          493          457
                                      ------       ------
         Total GM North America        3,947        4,085
                                      ------       ------
       GME                             1,414        1,414
       GMLAAM                            522          564
       GMAP                              348          455
                                      ------       ------
         Total International           2,284        2,433
                                      ------       ------
             Total Worldwide           6,231        6,518
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           29.6%        32.5%
         Trucks                         27.9%        28.8%
           Total                        28.8%        30.8%
       Western Europe                   10.5%        11.3%
       Latin America                    20.7%        19.1%
       Asia and Pacific                  4.2%         4.4%
       Total Worldwide                  15.7%        16.1%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             24.0%        25.1%
       % Fleet Sales - Trucks           13.7%        13.2%
       Total Vehicles                   19.2%        20.0%
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    77.6%        92.5%
     ....................................................
     Retail Incentives($ per unit)
       GMNA                           $1,558         $971
     ....................................................
     See footnotes beginning on page 22.
                                                continues





                               - 21 -

     HIGHLIGHTS - 9 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (8)
       Depreciation                   $3,222       $3,208
       Amortization of special tools   1,776        2,267
       Amortization of intangible
         assets                           84          152
                                       -----        -----
                                      $5,082       $5,627
                                       =====        =====
     ....................................................
     Worldwide Payrolls (9)           $19,872     $21,031
     ....................................................
     (1) Adjusted  amounts  represent  the reported amounts less the effects of
         special items and Hughes Transactions.
     (2) Data relates to a period prior to the date  on  which GM recapitalized 
         the Class H common stock ("GM's
         Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The third  quarter 1998  results  included a pre-tax loss of $430 ($271
         after-tax,  or $0.41 basic per share of $1-2/3 par value common  stock)
         related to the sale of the Delphi  seating,  coil  spring and  lighting
         businesses.  The second-quarter  1998 results included a pre-tax charge
         of $74  million  ($44  million  after-tax,  or $0.07 basic per share of
         $1-2/3 par value common stock),  related to work schedule modifications
         at Opel Belgium.
     (5) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton, N.J., plant during the 1998 calendar year.
     (6) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 basic per share of $1-2/3 par
         value common  stock),related to the sale of GM Europe's equity interest
         in Avis Europe.
     (7) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (8) Calculated with financing and insurance operations on an equity basis.
     (9) Payroll  amounts  reported  for 1997 have been  adjusted to reflect the
         changes  to GM's  organizational  structure  resulting  from the Hughes
         Transactions. As such, 1997 reported amounts exclude Hughes Defense.






                                    - 22 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                      Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                        1998      1997      1998       1997
                                      -------   -------    ------     -------

                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products                $29,978   $37,103    $100,115    $114,267
Financial services                     3,220     3,162       9,661       9,563
Other income                           1,225     1,625       5,119       5,447
                                     -------   -------    --------    --------
    Total net sales and revenues      34,423    41,890     114,895     129,277
                                      ------    ------     -------     -------

Costs and expenses
Cost of sales and other operating 
  charges, exclusive of items listed
  below                               26,484    31,484      85,464      95,602
Selling, general, and administrative
  expenses                             4,076     3,884      12,219      11,459
Depreciation and amortization expenses 2,874     3,030       8,712       9,196
Interest expense                       1,754     1,508       5,137       4,469
Other deductions                         499       388       1,644         956
                                      ------    ------     -------     -------
    Total costs and expenses          35,687    40,294     113,176     121,682
                                      ------    ------     -------     -------

(Loss) Income before income taxes and
  minority interests                  (1,264)    1,596       1,719       7,595
Income tax (benefit) expense            (451)      533         532       2,675
Minority interests                         4         4          (3)         41
                                     -------   -------     -------     -------
    Net (loss) income                   (809)    1,067       1,184       4,961
Premium on exchange of preference stocks   -        26           -          26
Dividends on preference stocks            16        16          48          56
                                       -----    ------      ------      ------
    (Loss) Earnings on common stocks   $(825)   $1,025       1,136      $4,879
                                         ===     =====       =====       =====

Basic earnings per share attributable 
  to common stocks
  (Loss) Earnings per share 
    attributable to
    $1-2/3 par value                 $(1.28)      $1.35       $1.65      $6.35
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $0.60                  $2.54
  Earnings per share attributable to
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                $0.11                   $0.38

Diluted earnings per share attributable
  to common stocks
  (Loss) Earnings per share attributable
    to $1-2/3 par value              $(1.28)      $1.34       $1.60      $6.28
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $0.60                  $2.54
  Earnings per share attributable 
    to Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                $0.11                   $0.38
















                                    - 23 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                                 Sept. 30,            Sept. 30,
                                                    1998    Dec. 31,      1997
                                               (Unaudited)    1997   (Unaudited)
                                               -----------  -------- ----------
                                                       (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                       $7,961    $11,262     $10,406
Other marketable securities                      8,688     11,722      10,823
                                                ------     ------      ------
  Total cash and marketable securities          16,649     22,984      21,229

Finance receivables - net                       63,091     58,870      58,966
Accounts and notes receivable (less allowances) 10,419      7,493       7,223
Inventories (less allowances)                   12,869     12,102      12,820
Deferred income taxes                           22,306     22,478      19,588
Equipment on operating leases (less accumulated
  depreciation)                                 36,179     33,302      32,964
Property - net                                  37,329     34,567      38,520
Intangible assets - net                         12,309     11,469      14,979
Other assets - net                              26,494     25,623      26,846
                                              --------   --------    --------
    Total assets                              $237,645   $228,888    $233,135
                                               =======    =======     =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $18,142    $15,782     $15,021
   Notes and loans payable                     102,460     93,027      90,914
   Deferred income taxes                         3,156      2,923       4,269
   Postretirement benefits other than pensions  40,806     41,168      44,427
   Pensions                                      7,219      7,043       7,100
   Accrued expenses and other liabilities       50,340     50,490      46,869
                                              --------   --------    --------
    Total liabilities                          222,123    210,433     208,600
                                               -------    -------     -------

   Minority interests                              621        727         735
   General Motors - obligated mandatorily
    redeemable preferred securities of
    subsidiary trusts holding solely
    junior subordinated debentures of
    General Motors
      Series D                                      79         79          79
      Series G                                     142        143         143
   Redeemable preferred stock of subsidiary

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 655,036,035;
      693,456,394; and 707,772,699 shares)       1,092      1,156       1,180
    Class H (issued, 102,648,686 shares)             -          -          10
    Class H (issued, 105,959,765, and
      103,885,803 shares)                           11         10           -
   Capital surplus (principally additional
      paid-in capital)                          12,769     15,369      16,211
   Retained earnings                             5,554      5,416       9,846
                                                ------    -------     -------
      Subtotal                                  19,427     21,952      27,248
   Minimum pension liability adjustment         (4,062)    (4,062)     (3,490)
   Accumulated foreign currency translation 
      adjustments                               (1,097)      (888)       (727)
   Net unrealized gains on securities              412        504         547
                                                ------     ------      ------
      Accumulated other comprehensive loss      (4,747)    (4,446)     (3,670)
      Total stockholders' equity                14,680     17,506      23,578
                                              --------   --------    --------
      Total liabilities and stockholders' 
        equity                                $237,645   $228,888    $233,135
                                               =======    =======     =======









                                    - 24 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                     Nine Months Ended Sept.30,
                                                     --------------------------
                                                        1998         1997
                                                       ------      -------
                                                      (Dollars in Millions)

Net cash provided by operating activities             $7,497       $13,123
                                                       -----        ------

Cash flows from investing activities
  Expenditures for property                           (7,043)       (6,958)
  Investments in companies, net of cash acquired        (569)       (1,788)
  Investments in other marketable securities
    - acquisitions                                   (23,248       (24,790)
  Investments in other marketable securities 
    - liquidations                                    26,912        23,547
  Finance receivables - acquisitions                (112,962)     (128,300)
  Finance receivables - liquidations                  86,659       105,401
  Proceeds from sales of finance receivables          21,922        20,512
  Operating leases - acquisitions                    (18,281)      (16,206)
  Operating leases - liquidations                     11,961        10,138
  Other                                                 (712)          721
                                                      ------        ------
Net cash used in investing activities                (15,361)      (17,723)
                                                      ------        ------

Cash flows from financing activities
  Net increase (decrease) in loans payable             2,240         3,162
  Increase in long-term debt                          16,620        11,658
  Decrease in long-term debt                         (10,795)       (9,340)
  Proceeds from issuing common stocks                    344           471
  Repurchases of common stocks                        (3,071)       (3,353)
  Cash dividends paid to stockholders                 (1,046)       (1,252)
                                                       -----         -----
Net cash provided by (used in) financing activities    4,292         1,346
                                                       -----         -----

Effect of exchange rate changes on cash and 
      cash equivalents                                   271          (403)
                                                      ------        ------
  
Net (decrease) increase in cash and cash equivalents  (3,301)       (3,657)
                                                       -----         -----
Cash and cash equivalents at beginning of the period  11,262        14,063
                                                      ------        ------
Cash and cash equivalents at end of the period        $7,961       $10,406
                                                       =====        ======

































                                    - 25 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Nine Months Ended
                                           September 30,        September 30,
                                      -------------------    -----------------
                                         1998      1997       1998        1997
                                         ----      ----       ----        ----
                                               (Dollars in Millions)
Net sales and revenues               $29,846   $37,125     $99,735   $114,323
                                      ------    ------      ------    -------

Costs and expenses
Cost of sales and other operating 
  charges, exclusive of items 
  listed below                        26,457    31,484      85,399     95,586
Selling, general, and administrative 
  expenses                             3,076     3,157       9,357      9,331
Depreciation and amortization expenses  1,672    1,830       5,082      5,627
                                      -------  -------     -------   --------
  Total costs and expenses            31,205    36,471      99,838    110,544
                                      ------    ------      ------    -------

Operating (loss) income               (1,359)      654        (103)     3,779
Other income less income deductions      (28)      613       1,208      2,682
Interest expense                         343       225         920        663
                                      ------    ------      ------     ------
(Loss) Income before income taxes,
  minority interests, and earnings
  of nonconsolidated affiliates       (1,730)    1,042         185      5,798
Income tax (benefit) expense            (588)      289          63      1,928
                                      ------    ------     -------      -----
(Loss) Income before minority interests
  and earnings of nonconsolidated
  affiliates                          (1,142)      753         122      3,870
Minority interests                        10        13          13         50
Earnings of nonconsolidated affiliates   323       301       1,049      1,041
                                       -----    ------       -----      -----
  Net (loss) income                    $(809)   $1,067      $1,184     $4,961
                                         ===     =====       =====      =====

  Net profit margin (1)                 (2.7%)     2.9%        1.2%       4.3%
------------------
(1) Net profit margin represents net income as a percentage of net sales and
    revenues



































                                    - 26 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis
(Unaudited)
                                             Sept. 30,     Dec. 31,   Sept. 30,
                                              1998           1997      1997
                                           ----------      --------  ---------
                                                   (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                  $7,885       $10,685        $9,930
Other marketable securities                   601         3,826         4,669
                                           ------        ------        ------
  Total cash and marketable securities      8,486        14,511        14,599
Accounts and notes receivable 
  (less allowances)
  Trade                                     6,076         5,164         5,627
  Nonconsolidated affiliates                1,725           836         1,722
Inventories (less allowances)              11,751        12,102        12,820
Equipment on operating leases 
  (less accumulated depreciation)           4,797         4,677         3,854
Deferred income taxes and other             6,300         6,278         4,989
                                          -------       -------       -------
    Total current assets                   39,135        43,568        43,611
Equity in net assets of nonconsolidated 
   affiliates                              11,308        10,164        10,313
Deferred income taxes                      20,676        20,721        20,341
Other investments and miscellaneous assets 13,646        13,564        13,926
Property - net                             36,529        33,914        38,010
Intangible assets -net                     11,525        10,752        14,803
                                         --------      --------      --------
    Total assets                         $132,819      $132,683      $141,004
                                          =======       =======       =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $12,760       $12,474       $11,871
Loans payable                               1,854           656         1,766
Accrued liabilities and customer deposits  31,707        33,459        32,440
                                           ------        ------        ------
    Total current liabilities              46,321        46,589        46,077
Long-term debt                              7,016         5,491         6,002
Capitalized leases                            181           185           184
Postretirement benefits other than 
   pensions                                38,002        38,388        41,820
Pensions                                    5,679         4,271         4,275
Other liabilities and deferred income
   taxes                                   20,144        19,336        18,141
                                         --------      --------      --------
    Total liabilities                     117,343       114,260       116,499
                                          -------       -------       -------
Minority interests                            575           695           705
General Motors - obligated mandatorily
   redeemable preferred securities of 
   subsidiary trusts holding solely
   junior subordinated debentures of 
   General Motors
    Series D                                   79            79            79
    Series G                                  142           143           143
Stockholders' equity                       14,680        17,506        23,578
                                         --------      --------      --------
    Total liabilities and stockholders'
      equity                             $132,819      $132,683      $141,004
                                          =======       =======       =======
























                                    - 27 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)
                                                           Nine Months Ended
                                                              September 30,
                                                           -----------------
                                                            1998        1997
                                                           ------      ------
                                                          (Dollars in Millions)

Net cash provided by operating activities                  $2,616   $11,254
                                                            -----    ------

Cash flows from investing activities
  Expenditures for property                                (6,688)   (6,648)
  Investments in companies, net of cash acquired             (569)   (1,788)
  Investments in other marketable securities 
    - acquisitions                                         (8,553)  (11,083)
  Investments in other marketable securities 
    - liquidations                                         11,777    10,056
  Operating leases - acquisitions                          (4,382)   (3,963)
  Operating leases - liquidations                           4,092     2,981
  Other                                                      (287)        -
                                                           ------    ------
Net cash used in investing activities                      (4,610)  (10,445)
                                                            -----    ------

Cash flows from financing activities
  Net increase (decrease) in loans payable                  1,178       552
  Increase in long-term debt                                2,695       358
  Decrease in long-term debt                               (1,178)     (568)
  Proceeds from issuing common stocks                         344       471
  Repurchases of common stocks                             (3,071)   (3,353)
  Cash dividends paid to stockholders                      (1,046)   (1,252)
                                                            -----     -----
Net cash used in financing activities                      (1,078)   (3,792)
                                                            -----     -----

Effect of exchange rate changes on cash and 
   cash equivalents                                           272      (407)
                                                            -----     -----
Net (decrease) increase in cash and cash equivalents       (2,800)   (3,390)
                                                            -----     -----
Cash and cash equivalents at beginning of the period       10,685    13,320
                                                           ------    ------
Cash and cash equivalents at end of the period             $7,885    $9,930
                                                            =====     =====





























                                    - 28 -

                 HUGHES ELECTRONICS CORPORATION NEWS RELEASE

      El Segundo,  Calif.,  October 12,  1998 - Hughes  Electronics  Corporation
(Hughes)  today  reported that third quarter 1998  revenues  increased  20.3% to
$1,513.3 million compared with $1,258.3 million in the third quarter of 1997.

      Operating  profit(1) in the quarter was $67.5 million compared with $124.2
million in the third quarter of 1997.  Third quarter  operating profit margin on
the same basis was 4.5% in 1998 versus 9.9% in 1997.

      Third quarter  earnings(1)  were $42.9  million  compared with last year's
$52.4  million.  Earnings per share on the same basis was $0.11 per share versus
pro forma earnings per share(2) of $0.13 in 1997.

      Michael T. Smith,  Hughes chairman and chief executive officer,  said that
"each of  Hughes'  four  primary  business  segments  contributed  to the strong
revenue growth.  DIRECTV(R)  accounted for most of the increase primarily due to
continued record subscriber growth in the United States." In addition, he stated
that increased sales of commercial satellites by Hughes Space and Communications
and higher  DIRECTV  receiver  equipment  sales by Hughes  Network  Systems also
contributed to the revenue growth.

      Mr.  Smith  attributed  the  decline  in  operating  profit and net income
primarily to the expected  increase in DIRECTV  operating  losses resulting from
higher sales and marketing expenditures to support the record subscriber growth.
Also contributing to the earnings decline were DIRECTV Japan(TM) start-up losses
and other  increased  expenses,  including  pension  expense.  The  reduction in
earnings was  partially  offset by lower  interest  expense and higher  interest
income.

                         Nine-Month Financial Review

      For the first nine months of 1998,  revenues  increased  21.5% to $4,173.3
million  compared with $3,433.7  million in 1997.  This growth was primarily the
result of record DIRECTV  subscriber  growth,  the May 1997 PanAmSat  merger and
higher commercial satellite sales.

      Driven by the  revenue  growth,  operating  profit(1)  for the first  nine
months of 1998  increased  6.8% to $229.3 million versus $214.6 million in 1997.
Operating  profit  margin on the same basis was 5.5%  compared  with 6.2% in the
first  nine  months  of  1997.  The  decline  in  operating  profit  margin  was
principally  due to a provision for estimated  losses  related to the bankruptcy
filing by a Hughes Network Systems customer,  goodwill  amortization  associated
with the 1997 PanAmSat merger and subsequent  additional investment by Hughes in
1998, and other increased expenses, including pension expense.

      Earnings(1)  and  earnings per share in the first nine months of 1998 were
$152.7 million and $0.38,  respectively.  Excluding the one-time gain associated
with the  PanAmSat  merger in May 1997,  earnings  and pro  forma  earnings  per
share(2)  in the first  nine  months of 1997 were  $82.4  million  and $0.20 per
share,  respectively.  The  increases  in earnings  and  earnings per share were
principally a result of the  aforementioned  operating profit growth,  increased
interest  income and lower interest  expense,  which more than offset the losses
related to the start of service for DIRECTV Japan, a 32% Hughes-owned affiliate.


                                    - 29 -

                 SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1998

                           Direct-To-Home Broadcast

      For the quarter,  revenues  increased  33.6% to $459.1 million from $343.7
million in the third  quarter of 1997.  The  increase  resulted  from  continued
strong subscriber growth and average monthly revenue per subscriber,  as well as
low  subscriber  churn  rates.  Domestic  DIRECTV  propelled  this  growth  with
quarterly  revenues of $408  million,  a 37%  increase  over last  year's  third
quarter revenues of $298 million.  With 303,000 net new subscribers in the third
quarter,  total DIRECTV subscribers grew to 4,058,000 in the United States as of
September 30, 1998. The Company's  Latin  American  DIRECTV  subsidiary,  Galaxy
Latin America (GLA), had third quarter revenues of $37 million compared with $22
million in 1997.  With the addition of 36,000 net new  subscribers  in the third
quarter, total DIRECTV subscribers in Latin America were 423,000 as of September
30, 1998. In addition,  DIRECTV Japan had a total of 181,900  subscribers by the
end of the third quarter.

      The segment  operating loss in the quarter was $61.8 million compared with
an  operating  loss of $43.3  million in the third  quarter of 1997.  The larger
operating  loss in 1998  was  principally  due to  higher  sales  and  marketing
expenditures  that more than offset  increased  subscriber  revenues.  The third
quarter 1998  operating loss for the domestic  DIRECTV  business was $31 million
compared with $15 million last year, and GLA's third quarter  operating loss was
$30 million compared with $26 million last year.

                              Satellite Services

      PanAmSat's  third  quarter 1998  revenues  were up 9.5% to $186.5  million
compared  with $170.3  million in the prior  year.  Overall  revenue  from video
services  increased  by 4  percent  to  $135.8  million,  primarily  due  to the
commencement of service agreements for full-time, as well as short-term, special
events video distribution.  Telecommunications  services revenue increased by 16
percent to $40.7 million in the third  quarter,  in large part due to the growth
in data and Internet-related service agreements.

      As a result of this revenue  growth,  PanAmSat's  operating  profit in the
quarter rose 10.3% to $79.1 million from $71.7 million in 1997. Operating profit
margin in the third quarter increased  slightly to 42.4% compared with 42.1% one
year ago.

                              Satellite Systems

      For the third quarter of 1998,  revenues increased 14.0% to $688.9 million
from  revenues of $604.3  million for the same period in 1997.  The increase was
principally  due to  higher  commercial  satellite  sales to  customers  such as
Thuraya Satellite  Telecommunications  Company,  ICO Global  Communications  and
American Mobile Radio Corporation.

      Driven  primarily by the revenue growth,  operating  profit in the quarter
increased 20.2% to $63.8 million from $53.1 million in the prior year. Operating
profit margin in the quarter increased to 9.3% versus 8.8% last year.





                                    - 30 -

                               Network Systems

      Third quarter revenues for Hughes Network Systems (HNS) increased 23.9% to
$267.7  million  compared with $216.0  million in the same period last year. The
growth was primarily due to increased sales of DIRECTV receiver equipment, which
more than offset lower international sales of private business networks.

      HNS operating  profit in the quarter was $16.9 million compared with $22.4
million in the third  quarter of 1997.  Third  quarter  operating  profit margin
declined to 6.3% compared with 10.4% last year. The decline in operating  profit
and  margin was  principally  a result of lower  international  sales of private
business networks.

                                BALANCE SHEET

      The cash  balance of  $1,509.7  million at  September  30,  1998  declined
$1,274.1  million from  December 31, 1997  primarily  due to the $851.4  million
additional  investment in PanAmSat to increase  Hughes'  ownership from 71.5% to
81.0%  and  a  $204.7  million  cash  payment  to  GM  in  connection  with  the
finalization of the purchase price adjustment  amount related to the transfer of
Delco Electronics to GM in December 1997 as part of the Hughes Transactions. The
Hughes  Transactions  also included the spin-off and subsequent merger of Hughes
Defense with Raytheon Company.
----------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  (2)1997  earnings  per share are
presented on a pro forma basis.  Historically,  such  earnings per share amounts
were  calculated  based on the financial  performance  of former  Hughes,  which
consisted   of   the   defense   electronics,    automotive   electronics,   and
telecommunications and space businesses. Since these financial statements relate
only to the  telecommunications  and space businesses of former Hughes,  the pro
forma  presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.























                                    - 31 -

STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Nine Months Ended
                                    Third Quarter           September 30,
                                   ----------------        -----------------
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                     $872.8      $703.3    $2,327.5    $2,125.9
Direct broadcast, leasing and 
   other services                  640.5       555.0     1,845.8     1,307.8
----------------------------------------------------------------------------
   Total Revenues                1,513.3     1,258.3     4,173.3     3,433.7
----------------------------------------------------------------------------

Operating Costs and Expenses
Cost of products sold              659.5       550.3     1,782.4     1,711.4
Broadcast programming and other 
  cost                             284.6       243.9       800.2       598.4
Selling, general, and 
  administrative expenses          390.4       261.9     1,052.2       714.0
Depreciation and amortization      111.3        78.0       309.2       195.3
Amortization of GM purchase
   accounting adjustments (1)        5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs and 
     Expenses                    1,451.1     1,139.4     3,959.9     3,235.0
----------------------------------------------------------------------------

Operating Profit                    62.2       118.9       213.4       198.7

Interest income                     20.5        10.4        88.6        18.1
Interest expense                    (3.6)      (24.4)       (9.5)      (58.1)
Other, net                         (33.4)      (17.8)     (102.8)      452.6
----------------------------------------------------------------------------

Income from Continuing Operations 
   Before Income Taxes and
   Minority Interests               45.7        87.1       189.7       611.3

Income taxes                        17.4        34.8        72.1       244.5
Minority interests in net losses
   of subsidiaries                   9.3        (5.1)       19.2        16.8
----------------------------------------------------------------------------

Income from continuing operations   37.6        47.2       136.8       383.6

(Loss) income from discontinued 
   operations, net of taxes            -        (0.1)          -         1.2
----------------------------------------------------------------------------

Net Income                          37.6        47.1       136.8       384.8

Adjustments to exclude the effect
   of GM purchase accounting 
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
Net Earnings Used for Computation 
   of Available Separate 
   Consolidated Net Income         $42.9       $52.4      $152.7      $400.7
============================================================================

Available Separate Consolidated Net
   Income (2)                      $11.4       $13.4       $40.1      $101.4
============================================================================

Net Earnings Attributable to 
   General Motors Class H Common
   Stock on a Per Share
   Basis (2)                       $0.11       $0.13       $0.38       $1.00
============================================================================

(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically, such amount
   were calculated based on the financial performance of former Hughes, which
   consisted of the defense electronics, automotive electronics and
   telecommunications and space businesses.  Since these financial statements
   relate only to the telecommunications and space businesses of former
   Hughes, the pro forma presentation is used to present the results that
   would have been achieved relative to the GM Class H common stock had the
   results been calculated based only upon such telecommunications and space
   businesses.
                                    - 32 -


BALANCE SHEET
(Dollars in Millions)
                                                September 30,      December 31,
ASSETS                                              1998                1998
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,509.7         $2,783.8
Accounts and notes receivable                       1,067.2            662.8
Contracts in process                                  611.8            575.6
Inventories                                           570.7            486.4
Prepaid expenses, deferred income taxes and other     399.1            297.3
----------------------------------------------------------------------------

Total Current Assets                                4,158.5          4,805.9
Satellites - Net                                    2,843.1          2,643.4
Property - Net                                        965.9            889.7
Net Investment in Sales-type Leases                   181.9            337.6
Intangible Assets - Net                             3,587.8          2,954.8
Investments and Other Assets                        1,155.9          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $12,893.1        $12,763.8
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $720.0           $472.8
Advances on contracts                                 245.6            209.8
Deferred revenues                                     150.3            110.6
Notes payable                                          60.2               -
Accrued liabilities                                   564.1            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           1,740.2          1,482.6
Long-Term Debt                                        778.7            637.6
Deferred Gains on Sales and Leasebacks                130.1            191.9
Accrued Operating Leaseback Expense                    38.8            100.2
Postretirement Benefits Other Than Pensions           156.2            154.8
Other Liabilities and Deferred Credits                702.8            706.4
Deferred Income Taxes                                 618.7            570.8
Minority Interests                                    469.0            607.8
Stockholder's Equity                                8,258.6          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $12,893.1        $12,763.8
============================================================================

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).
















                                    - 33 -


PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                        Nine Months Ended
                                      Third Quarter       September 30,
                                   ----------------     -----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $459.1      $343.7  $1,248.5      $861.0
Operating Loss                    $(61.8)     $(43.3)  $(133.6)    $(158.7)
Depreciation and Amortization      $31.2       $21.2     $77.2       $62.5
Capital Expenditures (1)           $82.0       $24.0    $130.1       $54.2
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $186.5      $170.3    $570.6      $432.0
Operating Profit                   $79.1       $71.7    $239.2      $202.9
Operating Profit Margin             42.4%       42.1%     41.9%       47.0%
Depreciation and Amortization      $56.6       $48.0    $169.8       $91.9
Capital Expenditures (2)          $190.7      $191.0    $605.0      $543.7
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $688.9      $604.3  $1,988.0    $1,748.1
Operating Profit                   $63.8       $53.1    $178.9      $159.7
Operating Profit Margin              9.3%        8.8%      9.0%        9.1%
Depreciation and Amortization      $12.9        $9.9     $35.1       $27.7
Capital Expenditures               $18.2       $28.1     $50.5       $68.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $267.7      $216.0    $674.1      $609.4
Operating Profit  (Loss)           $16.9       $22.4    $(20.2)       $6.1
Operating Profit Margin              6.3%       10.4%      -           1.0%
Depreciation and Amortization      $11.4        $5.6     $29.4       $21.7
Capital Expenditures               $10.7       $15.3     $26.4       $33.0
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                    $(88.9)     $(76.0)  $(307.9)    $(216.8)
Operating Profit (Loss)           $(30.5)      $20.3    $(35.0)       $4.6
Depreciation and Amortization      $(0.8)      $(6.7)    $(2.7)      $(8.5)
Capital Expenditures              $(21.4)      $74.1    $114.5     $(147.6)
===========================================================================

*   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 excludes 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)Includes  expenditures  related to  satellites  amounting to $38.0 million in
   the third and nine-month periods of 1998.
(2)Includes  expenditures  related to  satellites  amounting to $182.2  million,
   $180.2  million,  $422.2  million  and  $527.3  million,  respectively.  Also
   included in the 1998 nine-month period is $155.5 million related to the early
   buy-out of satellite sale-leasebacks.














                                    - 34 -


                              GMAC NEWS RELEASE

                  GMAC ANNOUNCES 1998 THIRD QUARTER EARNINGS
                  ------------------------------------------

DETROIT -- General Motors Acceptance  Corporation  (GMAC) reported third quarter
1998 consolidated net income of $313 million, up from $312 million earned in the
third quarter of 1997,  GMAC President  John D. Finnegan  announced  today.  Net
income for the first  nine  months of 1998 was $1,027  million,  up from  $1,022
million reported in the same period a year ago.

      For the quarter,  net income from automotive  financing operations totaled
$250  million,  up 12% from $222  million  earned in the third  quarter of 1997.
Earnings were higher due to increased retail volume, reduced credit losses and a
lower effective income tax rate,  partially offset by lower net interest margins
and lower wholesale volume (due to the recent General Motors strike).

      GMAC  Insurance  Holdings Inc.  generated net income of $54 million in the
third  quarter of 1998,  up 8% from $50  million  earned in the same period last
year.  Earnings  were higher due to the  inclusion  of Integon  Corporation  and
increased capital gains.

      GMAC Mortgage  Group Inc.  generated net income of $9 million in the third
quarter of 1998  compared  to $40  million  earned in the same period last year.
Earnings were lower  primarily  due to widening  credit  spreads and  increasing
prepayments,  which  have  reduced  the  value  of its  mortgage  inventory  and
investment positions.


                                    * * *


                                  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    October 13, 1998
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)











                                    - 35 -
[{"type": "8-K", "sequence": "1", "description": "PRESS RELEASES FOR 3RD QUARTER", "secsgml_size_bytes": 112244}]
{"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": "98724740"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48243-7301", "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) October 13, 1998
                                  ----------------

                          GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)

   100 Renaissance Center, Detroit, Michigan                 48243-7301
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                    - 1 -

ITEM 5. OTHER EVENTS

         (a) On October 13,  1998,  a news  release was issued on the subject of
third  quarter  consolidated  earnings  for GM. The news release did not include
financial statement footnotes and certain other financial  information that will
be filed with the  Securities  and Exchange  Commission at a later date.  The GM
news release and related  news  releases  for third  quarter  earnings of Hughes
Electronics  Corporation  (Hughes)  dated  October 12, 19989 and General  Motors
Acceptance  Corporation  (GMAC) dated  October 13, 1998,  respectively,  were as
follows:

                               GM NEWS RELEASE
      GM REPORTS STRIKE-IMPACTED THIRD-QUARTER NET LOSS OF $809 MILLION
            CORPORATION EXPECTS STRONG FOURTH QUARTER PERFORMANCE

      DETROIT   --   General   Motors   Corporation   (GM)   reported   today  a
strike-impacted net loss for the third quarter of 1998 totaling $809 million, or
a loss of $1.28 per share of GM $1-2/3 par value  common  stock.  That  compares
with income of $973 million,  or $1.29 per share,  in the third quarter of 1997,
adjusted to reflect the effect of the Hughes  Transactions,  which took place in
December of 1997. All  earnings-per-share  amounts are basic (see Highlights for
diluted earnings-per-share amounts).

      The  third-quarter-1998  results  include the impact of production  losses
resulting  from strikes at two Flint,  Mich.,  plants,  which had an unfavorable
after-tax  impact of $1.2  billion,  or $1.89 per  share,  (see  Strike  Related
Impact).  Results also include an after-tax  loss of $271 million,  or $0.41 per
share,  related to divestitures  involving the Delphi  seating,  coil-spring and
lighting  businesses  (see  Delphi).   Excluding  the   above-mentioned   Delphi
transactions,  the loss in the third quarter of 1998 totaled $538 million,  or a
loss of $0.87 per share.

      Excluding the Delphi  transactions  and the strike impact,  GM's income in
the third quarter of 1998 would have totaled $697 million,  or a favorable $1.02
per share.

      Consolidated  net sales and revenues in the third  quarter of 1998 totaled
$34.4 billion,  compared with $40.2 billion in the same period of 1997, adjusted
to reflect the effect of the Hughes Transactions.

      "We're going all out to rebuild the momentum we had developed before
the strikes crippled our production during the summer," GM Chairman and Chief
Executive Officer John F. Smith, Jr., said.  "We're running our North
American plants all out and we're aggressively taking on the competition."

      The  third-quarter  was  unfavorably  impacted by the strikes,  the Delphi
transactions,  the  changeover  to  production  of GM's new family of  full-size
pickup  trucks,  and  continued   economic  turmoil  in  Latin  America.   Smith
emphasized,  however, that, "As a result of our aggressive cost-reduction focus,
strong  sales of our new  models,  and the  recent  streamlining  of our  global
automotive  operations,  we expect  strong  results in the fourth  quarter and a
continued strengthening trend into 1999."

                                     - 2-

      Smith said,  "Our  outlook  for  continued  strong  sales in the key North
American and  European  markets  gives us an  opportunity  to continue  building
momentum  during the balance of the year and into 1999." He cautioned,  however,
that the  effects of the  economic  turmoil  and  uncertainty  in Asia and Latin
America will be a challenge to the corporation's performance globally.

      Unless otherwise noted, corporate and sector data in the remainder of this
release  exclude  the above  mentioned  strike-related  impact,  and the  Delphi
transactions.  The  1997  reported  amounts  are  adjusted  to  reflect  changes
resulting  from the completion of the Hughes  Transactions  in December of 1997.
(See Strike Related Impact, Delphi, and Highlights.)

      Following  is a summary of  results  from the GM  business  sectors in the
third quarter of 1998:

      -  GM  Automotive  Operations'  income  totaled  $341 million in the third
         quarter of 1998,  compared  with $560  million in the third  quarter of
         1997.   (See  regional   breakout  in  GM  Automotive   Operations  and
         Highlights.)

      -  Delphi  Automotive  Systems' (Delphi) income totaled $56 million in the
         third quarter of 1998,  compared with $123 million in the third quarter
         of 1997.

      -  General  Motors  Acceptance  Corporation's  (GMAC) income  totaled $313
         million in the third quarter of 1998, compared with $312 million in the
         third quarter of 1997.

      -  Hughes Electronics  Corporation's  (Hughes)  third-quarter-1998  income
         totaled  $43  million,  compared  with $53  million  in the  prior-year
         period.

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

      Excluding  the  impact  of  the  strikes  and  the  Delphi   transactions,
consolidated  income in the third quarter of 1998 totaled $697 million, or $1.02
per share.  That  compares  with $973  million,  or $1.29 per share in the third
quarter of 1997.

      The  corporation's  pretax income was $691 million in the third quarter of
1998, compared with $899 million in the third quarter of 1997.

      The corporation's after-tax net-profit margin -- income as a percentage of
net sales and revenues -- was 2.0 percent in the third quarter of 1998, compared
with 2.7 percent in the third quarter of 1997.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$11.5 billion at Sept. 30, 1998,  compared with $14.6 billion at Sept. 30, 1997,
and $12.1 billion at June 30, 1998.

      "With our operations running full out, strong cash generation will make it
possible for us to rebuild our cash position to the $13 billion level  necessary
to support capital-spending programs, adequately fund pension plans, and keep us
in a good position to weather any future downturn," Smith said.

                                    - 3 -
GM AUTOMOTIVE OPERATIONS

      Excluding   the  impact  of  the  strikes,   GM   Automotive   Operations'
third-quarter-1998  income totaled $341 million. That compares with $560 million
in the third quarter of 1997. The unfavorable strike-related impact in the third
quarter of 1998 totaled $965 million (see Strike Related Impact).

      "We are quickly  streamlining  GM's automotive  operations  worldwide as a
result  of  the  recent  creation  of  a  single,   unified  global   automotive
organization  that will enable us to fully  leverage GM's global  capabilities,"
said GM President and Chief  Operating  Officer G. Richard  Wagoner,  Jr. "We're
focused on  becoming a faster,  leaner  organization  committed  to growing  our
business around the world.

      "The strikes  severely  impacted our  third-quarter  performance  in North
America, but we were able to ramp up production and sales very quickly following
the strike, and our August and September financial performance was strong. We're
focused on keeping that going in the fourth quarter," Wagoner said.

      GM Automotive  Operations  pretax income totaled $595 million in the third
quarter of 1998, compared with $776 million in the prior-year period.

      The  net-profit  margin for  Automotive  Operations was 1.1 percent in the
third quarter of 1998, compared with 1.7 percent in the prior-year period.

      Following  are results from the four regions that  comprise GM  Automotive
Operations:

      -  Excluding  the  impact  of the  strikes,  income  for GM North  America
         totaled $353 million in the third  quarter of 1998,  compared with $423
         million in the year-ago  period.  Pretax  income  totaled $645 million,
         compared with $608 million in the  prior-year  period.  The  net-profit
         margin   was  1.5   percent,   compared   with  1.8   percent   in  the
         third-quarter-1997 period.

      -  GM Europe's  income  totaled $50 million in the third  quarter of 1998,
         compared  with a loss of $21  million  in the  third  quarter  of 1997.
         Pretax  income  totaled $64 million,  compared  with $87 million in the
         third quarter of 1997. The net-profit margin was 0.8 percent,  compared
         with a negative 0.4 percent in the prior-year period.

      -  GM Latin America/Africa/Mid-East had a loss of $64 million in
         the third quarter of 1998, compared with income of
         $165 million in the third quarter of 1997.  The pretax loss
         totaled $136 million, compared with pretax income of
         $154 million in the prior-year period.  The net-profit margin
         was a negative 3.8 percent, compared with 7.3 percent in the
         third-quarter-1997 period.

      -  GM  Asia/Pacific's  income  totaled $2 million in the third  quarter of
         1998,  compared with a loss of $7 million in the third quarter of 1997.
         Pretax income totaled $22 million,  compared with a loss of $73 million
         in the third quarter of 1997.  The  net-profit  margin was 0.3 percent,
         compared with a negative 1.0 percent in the year-ago period.

                                    - 4 -

      A number of factors  affected  performance in North America in addition to
the strike.  "Direct costs  associated with the successful  launch of our highly
acclaimed new family of full-size  pickup trucks -- the Chevrolet  Silverado and
GMC Sierra  models -- and lower  volumes  due to the model  changeover  affected
results along with  incentive  costs  required to maintain a strong  competitive
position in the North American market," Wagoner said.

      "We're extremely pleased with the continued success of our
cost-reduction initiatives, "Wagoner said.  "These efforts allowed us to more
than make up for the costs of the new product launches and higher
incentives."

      GM vehicle  deliveries  in the United  States,  which were affected by the
strike-related  production losses, totaled 928,000 units in the third quarter of
1998,  which resulted in a 24.2-percent  share of the U.S. vehicle market share,
compared with 1,253,000 units, and a 31.6-percent  share in the third quarter of
1997. (See additional information in Highlights.)

      Wagoner said,  "Dedication and hard work by the GM Europe team resulted in
the  successful  introduction  of the new  Astra  models,  which  have been well
received in Europe.  The European  region  continues  to be a strong  market and
Opel/Vauxhall  have maintained market leadership in Western Europe for passenger
cars through the first nine months of 1998."

      The  Asia/Pacific  and  Latin  America/Africa/Mid-East  regions  were both
affected by economic turmoil and uncertainties.

      "Our Latin  American  operations  were  strongly  impacted by the economic
problems in Brazil.  GM operations  there are our largest in the region and have
delivered  consistently  strong financial  performance in recent years," Wagoner
said.  "While  our  presence  in the  Asia-Pacific  market is not as large,  our
business  there  also has been  hurt by the  economic  turmoil  in that  region.
However, both of these regions have significant long-term growth potential,  and
we continue to be optimistic about our long-term prospects."

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Excluding the impact of the strikes,  and a loss on  divestitures,  Delphi
Automotive  Systems'  income  totaled $56 million in the third  quarter of 1998,
compared  with  $123  million  in the third  quarter  of 1997.  The  unfavorable
strike-related  impact in the third  quarter of 1998  totaled  $270 million (see
Strike  Related  Impact).  The after-tax  loss on the  divestiture  transactions
totaled $271 million.

      Delphi's  pretax income  totaled $67 million in the third quarter of 1998,
compared with pretax income of $136 million in the prior-year period.

      Delphi's  net-profit  margin was 0.8 percent in the third quarter of 1998,
compared with a net-profit margin of 1.7 percent in the prior-year period.

      "Aside  from  the  impact  of  the  divestitures  and  strikes,   Delphi's
third-quarter-1998  results reflect the impact of continuing  economic downturns
in the Latin American and Asia-Pacific  regions, and competitive  pressures that
resulted in price  reductions,"  said GM  Executive  Vice  President  and Delphi
President J.T.  Battenberg III. "These factors were offset by Delphi's continued
aggressive cost-reduction efforts during the third quarter of 1998, particularly
in the areas of manufacturing and material." He also noted the

                                    - 5 -

previously  mentioned  divestitures,  which  comprised "the  successful  sale of
Delphi's seating and coil-spring businesses and a definitive agreement regarding
the divestiture of the lighting business."

      Battenberg  said,  "Delphi  continues  to  accelerate  sales to  customers
outside General Motors." Delphi reported that  third-quarter-1998  sales outside
GM's North  American  vehicle groups  represented  more than 37 percent of total
sales,  after adjusting for the strike impact,  compared with  approximately  36
percent of total sales in the third quarter of 1997, including joint ventures in
both periods.

STRIKE RELATED IMPACT

      Strikes  by members of United  Auto  Workers  Locals 659 and 651 in Flint,
Mich.,  resulted in production  shutdowns at two component  plants on June 5 and
June 11, 1998,  respectively.  Those work stoppages  resulted in parts shortages
that led to the shutdown of most of GM's North American  assembly plants in June
and  July of  1998,  and  resulted  in an  estimated  loss of  318,000  units of
production from the beginning of the third quarter of 1998 to the point in which
normal  production  levels were resumed.  The work stoppages at both  facilities
were resolved  July 28, 1998,  when  tentative  agreements  were  reached.  Both
agreements were ratified by the rank and file July 29, 1998.

      The  third  quarter  loss  of  production   had  an  estimated   aggregate
unfavorable  after-tax impact of $1.2 billion, or $1.89 per share,  representing
the  combined  effects of $965  million for GM  Automotive  Operations  and $270
million for  Delphi.  This takes into  account the  recovery of some of the lost
production units through the quick production  ramp-up  following the settlement
and aggressive sales and marketing efforts in August and September.

FORWARD LOOKING STATEMENTS

      This release and related management  discussions with securities analysts,
the media and others will contain certain  forward-looking  statements indicated
by our use of the terms "expects," "outlook" and "forecast" and similar words.

      These  forward-looking  statements  are made in an effort  to  assist  the
market  in  understanding  General  Motors  and  its  results.   Forward-looking
statements are inherently predictive in nature and GM cannot assure or guarantee
that actual results will not differ  materially from its predictions.  Important
risk  factors that could cause actual  results to differ  materially  from those
indicated by our predictions are detailed in the corporation's  Annual Report on
form 10-K for the year ended Dec. 31, 1997, in Part II, at page II-64, under the
heading "Forward-Looking Statements."

                                    # # #

HIGHLIGHTS ATTACHED

                                    - 6 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                          September 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products   $29,978  $29,978   $37,103   $35,382
     Financial services        3,220    3,220     3,162     3,162
     Other income              1,225    1,225     1,625     1,616
                             -------  --------  -------   -------
       Total net sales and
         revenues            $34,423  $34,423   $41,890   $40,160
                             -------  --------  -------   -------
     Total net sales and
       revenues(6)           $29,846  $29,846   $37,125   $35,404
     Gross profit margin
       percentage(6)            11.4%    11.4%      15.2%    15.1%
     .............................................................
     (Loss) Income before income
       taxes, minority interests
       and non-consolidated
       affiliates (6)        $(1,730) $(1,300)   $1,042      $899
     Effective income tax
       rate(6)                  34.0%    33.0%      27.7%    28.1%
     .............................................................
     Consolidated net (loss)
       income                  $(809)   $(538)   $1,067      $973
     Net profit margin(6)       (2.7%)   (1.8%)      2.9%     2.7%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value        $(836)              $964
       Class H (2)                $-                $61
       Class H (3)               $11                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value       $(1.28)    $(0.87)   $1.35     $1.29
       Class H (2)                $-         $-    $0.60
       Class H (3)             $0.11      $0.11       $-     $0.13
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value       $(1.28)    $(0.87)   $1.34     $1.27
       Class H (2)                $-         $-    $0.60
       Class H (3)             $0.11      $0.11       $-     $0.13
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (2)                $-               $0.25
       Class H (3)                $-                  $-
      .............................................................
     Book Value Per Share of Common Stocks
                        Sept. 30,   Dec. 31,    Sept. 30,
                          1998       1997         1997
                        --------    -------     --------
       $1-2/3 par value  $19.49     $22.26       $30.17
       Class H           $11.69     $13.36       $15.09
     ..............................................................

   See footnotes beginning on page 14.

                                              continues

                                - 7 -

     HIGHLIGHTS - Q3 Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Three Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)       (1)
                                   ---------   ---------    --------

     Net sales and revenues        $29,846            $-   $29,846
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                26,457             -    26,457
       Selling, general,
         and admin. expenses         3,076             -     3,076
     Depreciation and
         amort. expenses             1,672             -     1,672
                                    ------        ------    ------
     Total costs and
       expenses                     31,205             -    31,205
                                    ------        ------    ------
     Operating (loss) income        (1,359)            -    (1,359)
     Other income less income
       deductions                      (28)         (430)      402
     Interest expense                  343             -       343
                                    ------        ------    ------
     (Loss) income before
       income taxes and
       minority interests           (1,730)         (430)   (1,300)
     Income tax (benefit) expense     (588)         (159)     (429)
                                    ------        ------    ------
     (Loss) income after
       income taxes                 (1,142)         (271)     (871)
     Minority interests                 10             -        10
     Earnings of nonconsolidated
       affiliates                      323             -       323
                                    ------        ------    ------

     Net (loss) income               $(809)        $(271)    $(538)
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                      $(1.28)                 $(0.87)
         Diluted                    $(1.28)                 $(0.87)

     Gross profit margin              11.4%                   11.4%
     Effective income tax rate        34.0%                   33.0%
     Net profit margin                (2.7%)                  (1.8%)

      See footnotes beginning on page 14.

                                    continues

                                - 8 -

     HIGHLIGHTS - Q3 Adjusted for Hughes Transactions
     and Special Items - with Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                  Three Months Ended
                                  September 30, 1997
                             ----------------------------
                                          Hughes
                                          Trans-   Adjusted
                                Reported  actions    (1)
                                --------  -------  -------
     Net sales and revenues     $37,125   $1,721    $35,404
                                 ------   ------     ------
     Costs and expenses:
       Cost of sales             31,484    1,429     30,055
       Selling, general,
         and admin.expenses       3,157      124      3,033
       Depreciation and
         amort. expenses          1,830       44      1,786
                                 ------   ------     ------
     Total costs and
       expenses                  36,471    1,597     34,874
                                 ------   ------     ------
     Operating income               654      124        530
     Other income less
       income deductions            613        9        604
     Interest expense (credit)      225      (10)       235
                                 ------   ------     ------
     Income before
       income taxes and
       minority interests         1,042      143        899
     Income tax expense             289       36        253
                                 ------   ------     ------
     Income after income
       taxes                        753      107        646
     Minority interests              13        1         12
     Earnings (loss) of
       noncons. affiliates          301      (14)       315
                                 ------   ------     ------

     Net income                  $1,067      $94       $973
                                 ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                    $1.35               $1.29
         Diluted                  $1.34               $1.27

     Gross profit margin           15.2%               15.1%
     Effective income tax rate     27.7%               28.1%
     Net profit margin              2.9%                2.7%

      See footnotes beginning on page 14.

                                    continues

                                - 9 -

     HIGHLIGHTS - Q3 Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)

                                         Three Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GM North America (GMNA)         $(612)           $-      $(612)
     GM Europe (GME)                    50             -         50
     GM Latin America/Africa/
       Mid-East (GMLAAM)               (64)            -        (64)
     GM Asia/Pacific (GMAP)              2             -          2
                                       ---           ---        ---
       Total automotive               (624)            -       (624)

     Delphi                           (485)          271       (214)
     Hughes                             43             -         43
     GMAC                              313             -        313
     Other(5)                          (56)            -        (56)
                                       ---           ---        ---
Consolidated net income              $(809)         $271      $(538)
                                       ===           ===        ===

                                         Three Months Ended
                                         September 30, 1997
                                   --------------------------------
                                                Hughes
                                                Trans-      Adjusted
                                    Reported    actions       (1)
                                    --------    -------     --------

     GMNA                             $423          $-        $423
     GME                               (21)          -         (21)
     GMLAAM                            165           -         165
     GMAP                               (7)          -          (7)
                                       ---         ---         ---
       Total automotive                560           -         560

     Delphi                             55          68         123
     Hughes                            240        (187)         53
     GMAC                              312           -         312
     Other(5)                         (100)         25         (75)
                                       ---         ---         ---
     Consolidated net income        $1,067        $(94)       $973
                                     =====          ==         ===

     See footnotes beginning on page 14.

                                            continues

                               - 10 -

     HIGHLIGHTS - Q3 Automotive Operations and Delphi
     Adjusted for Special Items
     (Dollars in Millions)

                                       Three Months Ended
                                       September 30, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------

     Net sales and
       revenues             $18,496  $6,227  $1,701    $671   $6,015
                             ------   -----   -----     ---    -----
     Pre-tax (loss) income     (911)     64    (136)     22     (798)
     Income tax (benefit)
       expense                 (299)     18     (45)      3     (297)
     Equity income (loss) and
       minority interests         -       4      27     (17)      16
                                ---      --      --      --      ---
     Net (loss) income        $(612)    $50    $(64)     $2    $(485)
                                ===      ==      ==      ==      ===

     Net (loss) profit
       margin                  (3.3%)   0.8%   (3.8%)   0.3%    (8.1%)
     Effective income
       tax rate                32.8%   28.1%   33.1%   13.6%    37.2%

     Special Items (4)
     -------------

     Net sales and
       revenues                  $-      $-      $-      $-       $-
                             ------   -----   -----   -----    -----
     Pre-tax income               -       -       -       -      430
     Income tax expense           -       -       -       -      159
     Equity income and
       minority interests         -       -       -       -        -
                             ------   -----   -----   -----    -----
     Net income                  $-      $-      $-      $-     $271
                             ======   =====   =====   =====    =====

     Adjusted (1)
     --------

     Net sales and
       revenues             $18,496  $6,227  $1,701    $671   $6,015
                             ------   -----   -----     ---    -----
     Pre-tax (loss) income     (911)     64    (136)     22     (368)
     Income tax (benefit)
       expense                 (299)     18     (45)      3     (138)
       Equity income and
       minority interests         -       4      27     (17)      16
                             ------   -----   -----   -----    -----
     Net (loss) income        $(612)    $50    $(64)     $2    $(214)
                             ======   =====   =====   =====    =====

     Net (loss) profit
       margin                  (3.3%)   0.8%  (3.8%)    0.3%    (3.6%)
     Effective income
       tax rate                32.8%   28.1%  33.1%    13.6%    37.5%

      See footnotes beginning on page 14.

                                    continues

                               - 11 -

     HIGHLIGHTS - Q3 Automotive Sectors and Delphi
     Adjusted for Hughes Transactions
     (Dollars in Millions)

                                         Three Months Ended
                                        September 30, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Net sales and revenues $24,047  $5,686  $2,273    $682   $6,044
                             ------   -----   -----     ---    -----
     Pre-tax income (loss)      608      87     154     (73)      30
     Income tax expense
       (benefit)                172      48      14     (15)      (6)
     Equity (loss) income and
       minority interests       (13)    (60)     25      51       19
                                ---     ---     ---     ---      ---
     Net income                $423    $(21)   $165     $(7)     $55
                                ===     ===     ===     ===      ===

     Net profit margin          1.8%   (0.4%)   7.3%   (1.0%)    0.9%
     Effective income tax
       rate                    28.3%   55.2%    9.1%   20.5%   (20.0%)

     Hughes Transactions
     -------------------
     Net sales and revenues      $-      $-      $-      $-   $1,139
                             ------   -----   -----     ---    -----
     Pre-tax income               -       -       -       -      106
     Income tax expense           -       -       -       -       41
     Equity income and
       minority interests         -       -       -       -        3
                             ------   -----   -----     ---    -----
     Net income                  $-      $-      $-      $-      $68
                             ======   =====   =====     ===    =====

     Adjusted (1)
     --------
     Net sales and revenues $24,047  $5,686  $2,273    $682   $7,183
                             ------  ------   -----     ---    -----
     Pre-tax income (loss)      608      87     154     (73)     136
     Income tax expense
       (benefit)                172      48      14     (15)      35
     Equity (loss) income and
       minority interests       (13)    (60)     25      51       22
                             ------  ------   -----     ---    -----
     Net income                $423    $(21)   $165     $(7)    $123
                             ======  ======   =====     ===    =====

     Net profit margin          1.8%   (0.4%)  7.3%    (1.0%)    1.7%
     Effective income tax
       rate                    28.3%   55.2%   9.1%    20.5%    25.7%

      See footnotes beginning on page 14.

                                               continues

                               - 12 -

     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             527          651
                        Trucks           367          489
                                     -------      -------
         Total United States             894        1,140
       Canada, Mexico and Other          116          142
                                     -------      -------
         Total GM North America        1,010        1,282
                                      ------       ------
       GME                               534          448
       GMLAAM                            163          229
       GMAP                              114          167
                                     -------      -------
         Total International             811          844
                                      ------       ------
             Total Worldwide           1,821        2,126
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  174          260
                 - Trucks                296          380
       Pontiac                           113          163
       GMC                                91          118
       Buick                              81          120
       Oldsmobile                         63           82
       Saturn                             62           70
       Cadillac                           39           52
       Other                               9            8
                                      ------       ------
         Total United States             928        1,253
       Canada, Mexico and Other          160          158
                                      ------       ------
         Total GM North America        1,088        1,411
                                      ------       ------
       GME                               466          456
       GMLAAM                            162          215
       GMAP                              119          149
                                      ------       ------
         Total International             747          820
                                      ------       ------
             Total Worldwide           1,835        2,231
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           25.7%         33.7%
         Trucks                         22.4%         29.1%
           Total                        24.2%         31.6%
       Western Europe                   10.6%         11.0%
       Latin America                    19.8%         20.3%
       Asia and Pacific                  4.4%          4.5%
       Total Worldwide                  14.2%         16.6%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             24.3%         22.5%
       % Fleet Sales - Trucks            9.7%         10.0%
       Total Vehicles                   17.8%         17.3%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                                59          69
       Trucks                              67          90
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)     67.3%       89.9%
     ....................................................
     Retail Incentives($ per unit)
       GMNA                            $1,732        $992
     ....................................................
     See footnotes beginning on page 14.
                                                continues
                               - 13 -

     HIGHLIGHTS - Q3 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (6)
       Depreciation                   $1,053       $1,081
       Amortization of special tools     589          690
       Amortization of intangible
         assets                           30           59
                                       -----        -----
                                      $1,672       $1,830
                                       =====        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)(7)
       GMNA                              229          240
       GME                                81           79
       GMLAAM                             25           27
       GMAP                               10           10
       Delphi                            199          205
       Hughes                             15           16
       GMAC                               23           18
       Other                              12           11
                                         ---          ---
         Total                           594          606
                                         ---          ---
     ....................................................
     Worldwide Payrolls (7)            $6,099      $6,885
     ....................................................
     (1) Adjusted amounts represent the reported amounts less the
         effects of special items and Hughes Transactions.  The adjusted amounts
         for  1998  include  the  unfavorable  effects  of  strike-related  work
         stoppages.  The unfavorable  after-tax impact of the work stoppages was
         $1.2  billion,  or $1.89  basic per share of  $1-2/3  par value  common
         stock, in 1998. The unfavorable  after-tax  impacts for GMNA and Delphi
         were $965 million and $270 million, respectively, in 1998.
     (2) Data  relates to a period  prior to the date on which GM  recapitalized
         the Class H common stock ("GM's Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The third  quarter 1998  results  included a pre-tax loss of $430 ($271
         after-tax,  or $0.41 basic per share of $1-2/3 par value common  stock)
         related to the sale of the Delphi  seating,  coil-spring  and  lighting
         businesses.
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (6) Calculated with financing and insurance operations on an equity basis.
     (7) Employment and payroll amounts  reported for 1997 have been adjusted to
         reflect the changes to GM's organizational structure resulting from the
         Hughes Transactions. As such, Delphi reported amounts include Delco and
         Hughes reported amounts exclude Delco and Hughes Defense.

                               - 14 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                        Nine Months Ended
                                          September 30,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)   1997   1997 (1)
                             --------  -------  -------  --------

     Net sales and revenues
     Manufactured products  $100,115 $100,115  $114,267  $109,071
     Financial services        9,661    9,661     9,563     9,563
     Other income              5,119    5,119     5,447     4,693
                             -------  -------   -------   -------
       Total net sales and
         revenues           $114,895 $114,895  $129,277  $123,327
                             -------  --------  -------   -------
     Total net sales and
       revenues(8)           $99,735  $99,735  $114,323  $109,127
     Gross profit margin
       percentage(8)            14.4%    14.4%      16.4%    16.4%
     .............................................................
     Income before income taxes,
       minority interests
       and non-consolidated
       affiliates (8)           $185     $689    $5,798    $4,742
     Effective income tax
       rate (8)                 34.1%    36.6%      33.3%    34.3%
     .............................................................
     Consolidated net income  $1,184   $1,499    $4,961    $4,243
     Net profit margin(8)        1.2%     1.5%       4.3%     3.9%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,096             $4,622
       Class H (2)                $-               $257
       Class H (3)               $40                 $-
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $1.65      $2.13    $6.35     $5.67
       Class H (2)                $-         $-    $2.54
       Class H (3)             $0.38      $0.38       $-     $0.20
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $1.60      $2.08    $6.28     $5.60
       Class H (2)                $-         $-    $2.54
       Class H (3)             $0.38      $0.38       $-     $0.20
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $1.50               $1.50
       Class H (2)                $-               $0.75
       Class H (3)                $-                  $-
     ..............................................................

   See footnotes beginning on page 22.

                                              continues

                               - 15 -

     HIGHLIGHTS - 9 Months Adjusted for Special Items -
     with Financing and Insurance Operations on an
     Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Nine Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     Net sales and revenues        $99,735           $-    $99,735
                                    ------        ------    ------
     Costs and expenses:
       Cost of sales                85,399            74    85,325
       Selling, general,
         and admin. expenses         9,357             -     9,357
       Depreciation and
         amort. expenses             5,082             -     5,082
                                    ------        ------    ------
     Total costs and
       expenses                     99,838            74    99,764
                                    ------        ------    ------
     Operating (loss) income          (103)          (74)      (29)
     Other income less
       income deductions             1,208          (430)    1,638
     Interest expense                  920             -       920
                                    ------        ------    ------
     Income (loss) before
       income taxes and
       minority interests              185          (504)      689
     Income tax expense (benefit)       63          (189)      252
                                    ------        ------    ------
     Income (loss) after
       income taxes                    122          (315)      437
     Minority interests                 13             -        13
     Earnings of nonconsolidated
       affiliates                    1,049             -     1,049
                                    ------        ------    ------

     Net income (loss)              $1,184         $(315)   $1,499
                                    ======        ======    ======

     $1-2/3 par value EPS
       from continuing operations
         Basic                       $1.65                   $2.13
         Diluted                     $1.60                   $2.08

     Gross profit margin              14.4%                   14.4%
     Effective income tax rate        34.1%                   36.6%
     Net profit margin                 1.2%                    1.5%

      See footnotes beginning on page 22.

                                    continues

                               - 16 -

     HIGHLIGHTS - 9 Months Adjusted for Hughes Transactions
     and Special Items - with Financing and Insurance
     Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                         Nine Months Ended
                                        September 30, 1997
                             ------------------------------------
                                       Hughes   Special
                                       Trans-     Items  Adjusted
                             Reported  actions   (5)(6)    (1)
                             --------  -------  -------  --------
     Net sales and revenues $114,323   $5,196       $-   $109,127
                             -------   ------   ------    -------
     Costs and expenses:
       Cost of sales          95,586    4,271       80     91,235
       Selling, general,
         and admin.expenses    9,331      430        -      8,901
       Depreciation and
         amort. expenses       5,627      127        -      5,500
                              ------   ------   ------     ------
     Total costs and
       expenses              110,544    4,828       80    105,636
                             -------   ------   ------    -------
     Operating income (loss)   3,779      368      (80)     3,491
     Other income less
       income deductions       2,682       48      706      1,928
     Interest expense (credit)   663      (14)       -        677
                              ------   ------   ------     ------
     Income before
       income taxes and
       minority interests      5,798      430      626      4,742
     Income tax expense        1,928      103      200      1,625
                              ------   ------   ------     ------
     Income after income
       taxes                   3,870      327      426      3,117
     Minority interests           50        -        -         50
     Earnings (loss) of
       noncons. affiliates     1,041      (35)       -      1,076
                              ------   ------   ------     ------

     Net income               $4,961     $292     $426     $4,243
                              ======   ======   ======     ======

     $1-2/3 par value EPS
       from continuing
       operations
         Basic                 $6.35                        $5.67
         Diluted               $6.28                        $5.60

     Gross profit margin        16.4%                        16.4%
     Effective income tax rate  33.3%                        34.3%
     Net profit margin           4.3%                         3.9%

      See footnotes beginning on page 22.

                                    continues

                               - 17 -

     HIGHLIGHTS - 9 Months Adjusted for Hughes Transactions
     and Special Items By Sector
     (Dollars in Millions)

                                         Nine Months Ended
                                         September 30, 1998
                                   --------------------------------
                                                Special     Adjusted
                                   Reported    Items (4)      (1)
                                   ---------   ---------    --------

     GMNA                              $18            $-        $18
     GME                               273            44        317
     GMLAAM                             38             -         38
     GMAP                              (26)            -        (26)
                                       ---           ---        ---
       Total automotive                303            44        347

     Delphi                           (138)          271        133
     Hughes                            153             -        153
     GMAC                            1,027             -      1,027
     Other(8)                         (161)            -       (161)
                                     -----           ---      -----
     Consolidated net income        $1,184          $315     $1,499
                                     =====           ===      =====

                                          Nine Months Ended
                                          September 30, 1997
                             ----------------------------------------
                                         Hughes    Special
                                         Trans-     Items     Adjusted
                             Reported    actions    (5)(6)      (1)
                             --------    -------   -------    -------

     GMNA                     $1,661         $-        $-     $1,661
     GME                         440          -      (158)       282
     GMLAAM                      475          -         -        475
     GMAP                         27          -         -         27
                               -----        ---       ---      -----
       Total automotive        2,603          -      (158)     2,445

     Delphi                      545        249        50        844
     Hughes                    1,017       (616)     (318)        83
     GMAC                      1,022          -         -      1,022
     Other(8)                   (226)        75         -       (151)
                                 ---        ---       ---        ---
     Consolidated net income  $4,961      $(292)    $(426)    $4,243
                               =====        ===       ===      =====

     See footnotes beginning on page 22.

                                            continues

                               - 18 -

     HIGHLIGHTS - 9 Months Automotive Operations and Delphi
     Adjusted for Special Items
     (Dollars in Millions)

                                         Nine Months Ended
                                        September 30, 1998
                              ---------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------

     Net sales and
       revenues             $66,289 $17,851  $5,646   $2,155  $20,679
                             ------  ------   -----    -----   ------
     Pre-tax (loss) income      (50)    511    (103)      20     (338)
     Income tax expense
       (benefit)                (48)    238     (74)       7     (157)
     Equity income and
       minority interests        20       -      67      (39)      43
                             ------   -----   -----    -----    -----
     Net income                 $18    $273     $38     $(26)   $(138)
                             ======   =====   =====    =====    =====

     Net profit (loss)
       margin                   0.0%    1.5%    0.7%   (1.2%)    (0.7%)
     Effective income tax
       rate                    96.0%   46.6%   71.8%   35.0%     46.4%

     Special Items (4)
     -------------

     Net sales and revenues      $-      $-      $-       $-       $-
                             ------   -----   -----    -----    -----
     Pre-tax income               -      74       -        -      430
     Income tax expense           -      30       -        -      159
     Equity income and
       minority interests         -       -       -        -        -
                             ------   -----   -----    -----    -----
     Net income                  $-     $44      $-       $-     $271
                             ======   =====   =====    =====    =====

     Adjusted (1)
     --------

     Net sales and revenues $66,289 $17,851  $5,646   $2,155  $20,679
                             ------  ------   -----    -----   ------
     Pre-tax (loss)income       (50)    585    (103)      20       92
     Income tax (benefit)
       expense                  (48)    268     (74)       7        2
     Equity income and
       minority interests        20       -      67      (39)      43
                             ------   -----   -----    -----    -----
     Net income                 $18    $317     $38     $(26)    $133
                             ======   =====   =====    =====    =====

     Net (loss) profit
       margin                   0.0%    1.8%    0.7%   (1.2%)    0.6%
     Effective income tax
       rate  %                 96.0%   45.8%   71.8%   35.0%     2.2%

      See footnotes beginning on page 22.

                                    continues

                               - 19 -

     HIGHLIGHTS - 9 Months Automotive Sectors and Delphi
     Adjusted for Hughes Transactions and Special Items
     (Dollars in Millions)

                                         Nine Months Ended
                                        September 30, 1997
                              ---------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------
     Reported
     --------
     Net sales and revenues $74,729 $18,003  $6,488   $2,144  $19,486
                             ------  ------   -----    -----   ------
     Pre-tax income(loss)     2,418     951     468      (51)     735
     Income tax expense
       (benefit)                775     382      76      (14)     236
     Equity income and
       minority interests        18    (129)     83       64       46
                              -----    ----   -----    -----    -----
     Net income              $1,661    $440    $475      $27     $545
                              =====    ====   =====    =====    =====

     Net profit margin          2.2%    2.4%    7.3%    1.3%      2.8%
     Effective income tax
       rate                    32.1%   40.2%   16.2%   27.5%     32.1%

     Hughes Transactions
     -------------------
     Net sales and revenues      $-      $-      $-       $-   $3,882
                             ------  ------  ------    -----    -----
     Pre-tax income               -       -       -        -      392
     Income tax expense           -       -       -        -      150
     Equity income and
       minority interests         -       -       -        -        7
                             ------  ------  ------    -----    -----
     Net income                  $-      $-      $-       $-     $249
                             ======  ======  ======    =====    =====

     Special Items
     -------------
     Net sales and revenues      $-      $-      $-       $-       $-
                             ------  ------  ------    -----    -----
     Pre-tax income (loss)        -    (216)      -        -       80
     Income tax expense
       (benefit)                  -     (58)      -        -       30
     Equity income and
       minority interests         -       -       -        -        -
                             ------  ------  ------    -----    -----
     Net income (loss)           $-   $(158)     $-       $-      $50
                             ======  ======  ======    =====    =====

     Adjusted (1)
     --------
     Net sales and revenues $74,729 $18,003  $6,488   $2,144  $23,368
                             ------  ------  ------    -----    -----
     Pre-tax income (loss)    2,418     735     469      (51)   1,207
     Income tax expense
       (benefit)                775     324      76      (14)     416
     Equity income and
       minority interests        18    (129)     83       64       53
                             ------  ------  ------    -----    -----
     Net income              $1,661    $282    $475      $27     $844
                             ======  ======  ======    =====    =====

     Net profit margin          2.2%    1.6%    7.3%    1.3%      3.6%
     Effective income tax
       rate                    32.1%   44.1%   16.2%   27.5%     34.5%

      See footnotes beginning on page 22.

                                               continues

                               - 20 -

     HIGHLIGHTS - 9 Months Operating Information
                                     Nine Months Ended
                                        September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           1,650        2,054
                        Trucks         1,435        1,579
                                     -------      -------
         Total United States           3,085        3,633
       Canada, Mexico and Other          464          467
                                     -------      -------
       Total GM North America          3,549        4,100
                                     -------      -------
       GME                             1,540        1,379
       GMLAAM                            521          598
       GMAP                              328          485
                                     -------      -------
         Total International            2,389       2,462
                                      ------       ------
             Total Worldwide           5,938        6,562
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  668          765
                 - Trucks              1,168        1,122
       Pontiac                           403          477
       GMC                               355          351
       Buick                             296          325
       Oldsmobile                        232          228
       Saturn                            179          199
       Cadillac                          131          139
       Other                              22           22
                                      ------       ------
         Total United States           3,454        3,628
       Canada, Mexico and Other          493          457
                                      ------       ------
         Total GM North America        3,947        4,085
                                      ------       ------
       GME                             1,414        1,414
       GMLAAM                            522          564
       GMAP                              348          455
                                      ------       ------
         Total International           2,284        2,433
                                      ------       ------
             Total Worldwide           6,231        6,518
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           29.6%        32.5%
         Trucks                         27.9%        28.8%
           Total                        28.8%        30.8%
       Western Europe                   10.5%        11.3%
       Latin America                    20.7%        19.1%
       Asia and Pacific                  4.2%         4.4%
       Total Worldwide                  15.7%        16.1%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             24.0%        25.1%
       % Fleet Sales - Trucks           13.7%        13.2%
       Total Vehicles                   19.2%        20.0%
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    77.6%        92.5%
     ....................................................
     Retail Incentives($ per unit)
       GMNA                           $1,558         $971
     ....................................................
     See footnotes beginning on page 22.
                                                continues

                               - 21 -

     HIGHLIGHTS - 9 Months Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and amortization (8)
       Depreciation                   $3,222       $3,208
       Amortization of special tools   1,776        2,267
       Amortization of intangible
         assets                           84          152
                                       -----        -----
                                      $5,082       $5,627
                                       =====        =====
     ....................................................
     Worldwide Payrolls (9)           $19,872     $21,031
     ....................................................
     (1) Adjusted  amounts  represent  the reported amounts less the effects of
         special items and Hughes Transactions.
     (2) Data relates to a period prior to the date  on  which GM recapitalized 
         the Class H common stock ("GM's
         Recapitalization Date").
     (3) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (4) The third  quarter 1998  results  included a pre-tax loss of $430 ($271
         after-tax,  or $0.41 basic per share of $1-2/3 par value common  stock)
         related to the sale of the Delphi  seating,  coil  spring and  lighting
         businesses.  The second-quarter  1998 results included a pre-tax charge
         of $74  million  ($44  million  after-tax,  or $0.07 basic per share of
         $1-2/3 par value common stock),  related to work schedule modifications
         at Opel Belgium.
     (5) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton, N.J., plant during the 1998 calendar year.
     (6) The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 basic per share of $1-2/3 par
         value common  stock),related to the sale of GM Europe's equity interest
         in Avis Europe.
     (7) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (8) Calculated with financing and insurance operations on an equity basis.
     (9) Payroll  amounts  reported  for 1997 have been  adjusted to reflect the
         changes  to GM's  organizational  structure  resulting  from the Hughes
         Transactions. As such, 1997 reported amounts exclude Hughes Defense.

                                    - 22 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                      Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                        1998      1997      1998       1997
                                      -------   -------    ------     -------

                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products                $29,978   $37,103    $100,115    $114,267
Financial services                     3,220     3,162       9,661       9,563
Other income                           1,225     1,625       5,119       5,447
                                     -------   -------    --------    --------
    Total net sales and revenues      34,423    41,890     114,895     129,277
                                      ------    ------     -------     -------

Costs and expenses
Cost of sales and other operating 
  charges, exclusive of items listed
  below                               26,484    31,484      85,464      95,602
Selling, general, and administrative
  expenses                             4,076     3,884      12,219      11,459
Depreciation and amortization expenses 2,874     3,030       8,712       9,196
Interest expense                       1,754     1,508       5,137       4,469
Other deductions                         499       388       1,644         956
                                      ------    ------     -------     -------
    Total costs and expenses          35,687    40,294     113,176     121,682
                                      ------    ------     -------     -------

(Loss) Income before income taxes and
  minority interests                  (1,264)    1,596       1,719       7,595
Income tax (benefit) expense            (451)      533         532       2,675
Minority interests                         4         4          (3)         41
                                     -------   -------     -------     -------
    Net (loss) income                   (809)    1,067       1,184       4,961
Premium on exchange of preference stocks   -        26           -          26
Dividends on preference stocks            16        16          48          56
                                       -----    ------      ------      ------
    (Loss) Earnings on common stocks   $(825)   $1,025       1,136      $4,879
                                         ===     =====       =====       =====

Basic earnings per share attributable 
  to common stocks
  (Loss) Earnings per share 
    attributable to
    $1-2/3 par value                 $(1.28)      $1.35       $1.65      $6.35
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $0.60                  $2.54
  Earnings per share attributable to
    Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                $0.11                   $0.38

Diluted earnings per share attributable
  to common stocks
  (Loss) Earnings per share attributable
    to $1-2/3 par value              $(1.28)      $1.34       $1.60      $6.28
  Earnings per share attributable to 
    Class H (prior to its 
    recapitalization on 
    December 17, 1997)                            $0.60                  $2.54
  Earnings per share attributable 
    to Class H (subsequent to its 
    recapitalization on
    December 17, 1997)                $0.11                   $0.38

                                    - 23 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                                 Sept. 30,            Sept. 30,
                                                    1998    Dec. 31,      1997
                                               (Unaudited)    1997   (Unaudited)
                                               -----------  -------- ----------
                                                       (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                       $7,961    $11,262     $10,406
Other marketable securities                      8,688     11,722      10,823
                                                ------     ------      ------
  Total cash and marketable securities          16,649     22,984      21,229

Finance receivables - net                       63,091     58,870      58,966
Accounts and notes receivable (less allowances) 10,419      7,493       7,223
Inventories (less allowances)                   12,869     12,102      12,820
Deferred income taxes                           22,306     22,478      19,588
Equipment on operating leases (less accumulated
  depreciation)                                 36,179     33,302      32,964
Property - net                                  37,329     34,567      38,520
Intangible assets - net                         12,309     11,469      14,979
Other assets - net                              26,494     25,623      26,846
                                              --------   --------    --------
    Total assets                              $237,645   $228,888    $233,135
                                               =======    =======     =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $18,142    $15,782     $15,021
   Notes and loans payable                     102,460     93,027      90,914
   Deferred income taxes                         3,156      2,923       4,269
   Postretirement benefits other than pensions  40,806     41,168      44,427
   Pensions                                      7,219      7,043       7,100
   Accrued expenses and other liabilities       50,340     50,490      46,869
                                              --------   --------    --------
    Total liabilities                          222,123    210,433     208,600
                                               -------    -------     -------

   Minority interests                              621        727         735
   General Motors - obligated mandatorily
    redeemable preferred securities of
    subsidiary trusts holding solely
    junior subordinated debentures of
    General Motors
      Series D                                      79         79          79
      Series G                                     142        143         143
   Redeemable preferred stock of subsidiary

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 655,036,035;
      693,456,394; and 707,772,699 shares)       1,092      1,156       1,180
    Class H (issued, 102,648,686 shares)             -          -          10
    Class H (issued, 105,959,765, and
      103,885,803 shares)                           11         10           -
   Capital surplus (principally additional
      paid-in capital)                          12,769     15,369      16,211
   Retained earnings                             5,554      5,416       9,846
                                                ------    -------     -------
      Subtotal                                  19,427     21,952      27,248
   Minimum pension liability adjustment         (4,062)    (4,062)     (3,490)
   Accumulated foreign currency translation 
      adjustments                               (1,097)      (888)       (727)
   Net unrealized gains on securities              412        504         547
                                                ------     ------      ------
      Accumulated other comprehensive loss      (4,747)    (4,446)     (3,670)
      Total stockholders' equity                14,680     17,506      23,578
                                              --------   --------    --------
      Total liabilities and stockholders' 
        equity                                $237,645   $228,888    $233,135
                                               =======    =======     =======

                                    - 24 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                     Nine Months Ended Sept.30,
                                                     --------------------------
                                                        1998         1997
                                                       ------      -------
                                                      (Dollars in Millions)

Net cash provided by operating activities             $7,497       $13,123
                                                       -----        ------

Cash flows from investing activities
  Expenditures for property                           (7,043)       (6,958)
  Investments in companies, net of cash acquired        (569)       (1,788)
  Investments in other marketable securities
    - acquisitions                                   (23,248       (24,790)
  Investments in other marketable securities 
    - liquidations                                    26,912        23,547
  Finance receivables - acquisitions                (112,962)     (128,300)
  Finance receivables - liquidations                  86,659       105,401
  Proceeds from sales of finance receivables          21,922        20,512
  Operating leases - acquisitions                    (18,281)      (16,206)
  Operating leases - liquidations                     11,961        10,138
  Other                                                 (712)          721
                                                      ------        ------
Net cash used in investing activities                (15,361)      (17,723)
                                                      ------        ------

Cash flows from financing activities
  Net increase (decrease) in loans payable             2,240         3,162
  Increase in long-term debt                          16,620        11,658
  Decrease in long-term debt                         (10,795)       (9,340)
  Proceeds from issuing common stocks                    344           471
  Repurchases of common stocks                        (3,071)       (3,353)
  Cash dividends paid to stockholders                 (1,046)       (1,252)
                                                       -----         -----
Net cash provided by (used in) financing activities    4,292         1,346
                                                       -----         -----

Effect of exchange rate changes on cash and 
      cash equivalents                                   271          (403)
                                                      ------        ------
  
Net (decrease) increase in cash and cash equivalents  (3,301)       (3,657)
                                                       -----         -----
Cash and cash equivalents at beginning of the period  11,262        14,063
                                                      ------        ------
Cash and cash equivalents at end of the period        $7,961       $10,406
                                                       =====        ======

                                    - 25 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Nine Months Ended
                                           September 30,        September 30,
                                      -------------------    -----------------
                                         1998      1997       1998        1997
                                         ----      ----       ----        ----
                                               (Dollars in Millions)
Net sales and revenues               $29,846   $37,125     $99,735   $114,323
                                      ------    ------      ------    -------

Costs and expenses
Cost of sales and other operating 
  charges, exclusive of items 
  listed below                        26,457    31,484      85,399     95,586
Selling, general, and administrative 
  expenses                             3,076     3,157       9,357      9,331
Depreciation and amortization expenses  1,672    1,830       5,082      5,627
                                      -------  -------     -------   --------
  Total costs and expenses            31,205    36,471      99,838    110,544
                                      ------    ------      ------    -------

Operating (loss) income               (1,359)      654        (103)     3,779
Other income less income deductions      (28)      613       1,208      2,682
Interest expense                         343       225         920        663
                                      ------    ------      ------     ------
(Loss) Income before income taxes,
  minority interests, and earnings
  of nonconsolidated affiliates       (1,730)    1,042         185      5,798
Income tax (benefit) expense            (588)      289          63      1,928
                                      ------    ------     -------      -----
(Loss) Income before minority interests
  and earnings of nonconsolidated
  affiliates                          (1,142)      753         122      3,870
Minority interests                        10        13          13         50
Earnings of nonconsolidated affiliates   323       301       1,049      1,041
                                       -----    ------       -----      -----
  Net (loss) income                    $(809)   $1,067      $1,184     $4,961
                                         ===     =====       =====      =====

  Net profit margin (1)                 (2.7%)     2.9%        1.2%       4.3%
------------------
(1) Net profit margin represents net income as a percentage of net sales and
    revenues

                                    - 26 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis
(Unaudited)
                                             Sept. 30,     Dec. 31,   Sept. 30,
                                              1998           1997      1997
                                           ----------      --------  ---------
                                                   (Dollars in Millions)
                                    ASSETS
Cash and cash equivalents                  $7,885       $10,685        $9,930
Other marketable securities                   601         3,826         4,669
                                           ------        ------        ------
  Total cash and marketable securities      8,486        14,511        14,599
Accounts and notes receivable 
  (less allowances)
  Trade                                     6,076         5,164         5,627
  Nonconsolidated affiliates                1,725           836         1,722
Inventories (less allowances)              11,751        12,102        12,820
Equipment on operating leases 
  (less accumulated depreciation)           4,797         4,677         3,854
Deferred income taxes and other             6,300         6,278         4,989
                                          -------       -------       -------
    Total current assets                   39,135        43,568        43,611
Equity in net assets of nonconsolidated 
   affiliates                              11,308        10,164        10,313
Deferred income taxes                      20,676        20,721        20,341
Other investments and miscellaneous assets 13,646        13,564        13,926
Property - net                             36,529        33,914        38,010
Intangible assets -net                     11,525        10,752        14,803
                                         --------      --------      --------
    Total assets                         $132,819      $132,683      $141,004
                                          =======       =======       =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $12,760       $12,474       $11,871
Loans payable                               1,854           656         1,766
Accrued liabilities and customer deposits  31,707        33,459        32,440
                                           ------        ------        ------
    Total current liabilities              46,321        46,589        46,077
Long-term debt                              7,016         5,491         6,002
Capitalized leases                            181           185           184
Postretirement benefits other than 
   pensions                                38,002        38,388        41,820
Pensions                                    5,679         4,271         4,275
Other liabilities and deferred income
   taxes                                   20,144        19,336        18,141
                                         --------      --------      --------
    Total liabilities                     117,343       114,260       116,499
                                          -------       -------       -------
Minority interests                            575           695           705
General Motors - obligated mandatorily
   redeemable preferred securities of 
   subsidiary trusts holding solely
   junior subordinated debentures of 
   General Motors
    Series D                                   79            79            79
    Series G                                  142           143           143
Stockholders' equity                       14,680        17,506        23,578
                                         --------      --------      --------
    Total liabilities and stockholders'
      equity                             $132,819      $132,683      $141,004
                                          =======       =======       =======

                                    - 27 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)
                                                           Nine Months Ended
                                                              September 30,
                                                           -----------------
                                                            1998        1997
                                                           ------      ------
                                                          (Dollars in Millions)

Net cash provided by operating activities                  $2,616   $11,254
                                                            -----    ------

Cash flows from investing activities
  Expenditures for property                                (6,688)   (6,648)
  Investments in companies, net of cash acquired             (569)   (1,788)
  Investments in other marketable securities 
    - acquisitions                                         (8,553)  (11,083)
  Investments in other marketable securities 
    - liquidations                                         11,777    10,056
  Operating leases - acquisitions                          (4,382)   (3,963)
  Operating leases - liquidations                           4,092     2,981
  Other                                                      (287)        -
                                                           ------    ------
Net cash used in investing activities                      (4,610)  (10,445)
                                                            -----    ------

Cash flows from financing activities
  Net increase (decrease) in loans payable                  1,178       552
  Increase in long-term debt                                2,695       358
  Decrease in long-term debt                               (1,178)     (568)
  Proceeds from issuing common stocks                         344       471
  Repurchases of common stocks                             (3,071)   (3,353)
  Cash dividends paid to stockholders                      (1,046)   (1,252)
                                                            -----     -----
Net cash used in financing activities                      (1,078)   (3,792)
                                                            -----     -----

Effect of exchange rate changes on cash and 
   cash equivalents                                           272      (407)
                                                            -----     -----
Net (decrease) increase in cash and cash equivalents       (2,800)   (3,390)
                                                            -----     -----
Cash and cash equivalents at beginning of the period       10,685    13,320
                                                           ------    ------
Cash and cash equivalents at end of the period             $7,885    $9,930
                                                            =====     =====

                                    - 28 -

                 HUGHES ELECTRONICS CORPORATION NEWS RELEASE

      El Segundo,  Calif.,  October 12,  1998 - Hughes  Electronics  Corporation
(Hughes)  today  reported that third quarter 1998  revenues  increased  20.3% to
$1,513.3 million compared with $1,258.3 million in the third quarter of 1997.

      Operating  profit(1) in the quarter was $67.5 million compared with $124.2
million in the third quarter of 1997.  Third quarter  operating profit margin on
the same basis was 4.5% in 1998 versus 9.9% in 1997.

      Third quarter  earnings(1)  were $42.9  million  compared with last year's
$52.4  million.  Earnings per share on the same basis was $0.11 per share versus
pro forma earnings per share(2) of $0.13 in 1997.

      Michael T. Smith,  Hughes chairman and chief executive officer,  said that
"each of  Hughes'  four  primary  business  segments  contributed  to the strong
revenue growth.  DIRECTV(R)  accounted for most of the increase primarily due to
continued record subscriber growth in the United States." In addition, he stated
that increased sales of commercial satellites by Hughes Space and Communications
and higher  DIRECTV  receiver  equipment  sales by Hughes  Network  Systems also
contributed to the revenue growth.

      Mr.  Smith  attributed  the  decline  in  operating  profit and net income
primarily to the expected  increase in DIRECTV  operating  losses resulting from
higher sales and marketing expenditures to support the record subscriber growth.
Also contributing to the earnings decline were DIRECTV Japan(TM) start-up losses
and other  increased  expenses,  including  pension  expense.  The  reduction in
earnings was  partially  offset by lower  interest  expense and higher  interest
income.

                         Nine-Month Financial Review

      For the first nine months of 1998,  revenues  increased  21.5% to $4,173.3
million  compared with $3,433.7  million in 1997.  This growth was primarily the
result of record DIRECTV  subscriber  growth,  the May 1997 PanAmSat  merger and
higher commercial satellite sales.

      Driven by the  revenue  growth,  operating  profit(1)  for the first  nine
months of 1998  increased  6.8% to $229.3 million versus $214.6 million in 1997.
Operating  profit  margin on the same basis was 5.5%  compared  with 6.2% in the
first  nine  months  of  1997.  The  decline  in  operating  profit  margin  was
principally  due to a provision for estimated  losses  related to the bankruptcy
filing by a Hughes Network Systems customer,  goodwill  amortization  associated
with the 1997 PanAmSat merger and subsequent  additional investment by Hughes in
1998, and other increased expenses, including pension expense.

      Earnings(1)  and  earnings per share in the first nine months of 1998 were
$152.7 million and $0.38,  respectively.  Excluding the one-time gain associated
with the  PanAmSat  merger in May 1997,  earnings  and pro  forma  earnings  per
share(2)  in the first  nine  months of 1997 were  $82.4  million  and $0.20 per
share,  respectively.  The  increases  in earnings  and  earnings per share were
principally a result of the  aforementioned  operating profit growth,  increased
interest  income and lower interest  expense,  which more than offset the losses
related to the start of service for DIRECTV Japan, a 32% Hughes-owned affiliate.

                                    - 29 -

                 SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1998

                           Direct-To-Home Broadcast

      For the quarter,  revenues  increased  33.6% to $459.1 million from $343.7
million in the third  quarter of 1997.  The  increase  resulted  from  continued
strong subscriber growth and average monthly revenue per subscriber,  as well as
low  subscriber  churn  rates.  Domestic  DIRECTV  propelled  this  growth  with
quarterly  revenues of $408  million,  a 37%  increase  over last  year's  third
quarter revenues of $298 million.  With 303,000 net new subscribers in the third
quarter,  total DIRECTV subscribers grew to 4,058,000 in the United States as of
September 30, 1998. The Company's  Latin  American  DIRECTV  subsidiary,  Galaxy
Latin America (GLA), had third quarter revenues of $37 million compared with $22
million in 1997.  With the addition of 36,000 net new  subscribers  in the third
quarter, total DIRECTV subscribers in Latin America were 423,000 as of September
30, 1998. In addition,  DIRECTV Japan had a total of 181,900  subscribers by the
end of the third quarter.

      The segment  operating loss in the quarter was $61.8 million compared with
an  operating  loss of $43.3  million in the third  quarter of 1997.  The larger
operating  loss in 1998  was  principally  due to  higher  sales  and  marketing
expenditures  that more than offset  increased  subscriber  revenues.  The third
quarter 1998  operating loss for the domestic  DIRECTV  business was $31 million
compared with $15 million last year, and GLA's third quarter  operating loss was
$30 million compared with $26 million last year.

                              Satellite Services

      PanAmSat's  third  quarter 1998  revenues  were up 9.5% to $186.5  million
compared  with $170.3  million in the prior  year.  Overall  revenue  from video
services  increased  by 4  percent  to  $135.8  million,  primarily  due  to the
commencement of service agreements for full-time, as well as short-term, special
events video distribution.  Telecommunications  services revenue increased by 16
percent to $40.7 million in the third  quarter,  in large part due to the growth
in data and Internet-related service agreements.

      As a result of this revenue  growth,  PanAmSat's  operating  profit in the
quarter rose 10.3% to $79.1 million from $71.7 million in 1997. Operating profit
margin in the third quarter increased  slightly to 42.4% compared with 42.1% one
year ago.

                              Satellite Systems

      For the third quarter of 1998,  revenues increased 14.0% to $688.9 million
from  revenues of $604.3  million for the same period in 1997.  The increase was
principally  due to  higher  commercial  satellite  sales to  customers  such as
Thuraya Satellite  Telecommunications  Company,  ICO Global  Communications  and
American Mobile Radio Corporation.

      Driven  primarily by the revenue growth,  operating  profit in the quarter
increased 20.2% to $63.8 million from $53.1 million in the prior year. Operating
profit margin in the quarter increased to 9.3% versus 8.8% last year.

                                    - 30 -

                               Network Systems

      Third quarter revenues for Hughes Network Systems (HNS) increased 23.9% to
$267.7  million  compared with $216.0  million in the same period last year. The
growth was primarily due to increased sales of DIRECTV receiver equipment, which
more than offset lower international sales of private business networks.

      HNS operating  profit in the quarter was $16.9 million compared with $22.4
million in the third  quarter of 1997.  Third  quarter  operating  profit margin
declined to 6.3% compared with 10.4% last year. The decline in operating  profit
and  margin was  principally  a result of lower  international  sales of private
business networks.

                                BALANCE SHEET

      The cash  balance of  $1,509.7  million at  September  30,  1998  declined
$1,274.1  million from  December 31, 1997  primarily  due to the $851.4  million
additional  investment in PanAmSat to increase  Hughes'  ownership from 71.5% to
81.0%  and  a  $204.7  million  cash  payment  to  GM  in  connection  with  the
finalization of the purchase price adjustment  amount related to the transfer of
Delco Electronics to GM in December 1997 as part of the Hughes Transactions. The
Hughes  Transactions  also included the spin-off and subsequent merger of Hughes
Defense with Raytheon Company.
----------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  (2)1997  earnings  per share are
presented on a pro forma basis.  Historically,  such  earnings per share amounts
were  calculated  based on the financial  performance  of former  Hughes,  which
consisted   of   the   defense   electronics,    automotive   electronics,   and
telecommunications and space businesses. Since these financial statements relate
only to the  telecommunications  and space businesses of former Hughes,  the pro
forma  presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.

                                    - 31 -

STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Nine Months Ended
                                    Third Quarter           September 30,
                                   ----------------        -----------------
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                     $872.8      $703.3    $2,327.5    $2,125.9
Direct broadcast, leasing and 
   other services                  640.5       555.0     1,845.8     1,307.8
----------------------------------------------------------------------------
   Total Revenues                1,513.3     1,258.3     4,173.3     3,433.7
----------------------------------------------------------------------------

Operating Costs and Expenses
Cost of products sold              659.5       550.3     1,782.4     1,711.4
Broadcast programming and other 
  cost                             284.6       243.9       800.2       598.4
Selling, general, and 
  administrative expenses          390.4       261.9     1,052.2       714.0
Depreciation and amortization      111.3        78.0       309.2       195.3
Amortization of GM purchase
   accounting adjustments (1)        5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs and 
     Expenses                    1,451.1     1,139.4     3,959.9     3,235.0
----------------------------------------------------------------------------

Operating Profit                    62.2       118.9       213.4       198.7

Interest income                     20.5        10.4        88.6        18.1
Interest expense                    (3.6)      (24.4)       (9.5)      (58.1)
Other, net                         (33.4)      (17.8)     (102.8)      452.6
----------------------------------------------------------------------------

Income from Continuing Operations 
   Before Income Taxes and
   Minority Interests               45.7        87.1       189.7       611.3

Income taxes                        17.4        34.8        72.1       244.5
Minority interests in net losses
   of subsidiaries                   9.3        (5.1)       19.2        16.8
----------------------------------------------------------------------------

Income from continuing operations   37.6        47.2       136.8       383.6

(Loss) income from discontinued 
   operations, net of taxes            -        (0.1)          -         1.2
----------------------------------------------------------------------------

Net Income                          37.6        47.1       136.8       384.8

Adjustments to exclude the effect
   of GM purchase accounting 
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
Net Earnings Used for Computation 
   of Available Separate 
   Consolidated Net Income         $42.9       $52.4      $152.7      $400.7
============================================================================

Available Separate Consolidated Net
   Income (2)                      $11.4       $13.4       $40.1      $101.4
============================================================================

Net Earnings Attributable to 
   General Motors Class H Common
   Stock on a Per Share
   Basis (2)                       $0.11       $0.13       $0.38       $1.00
============================================================================

(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically, such amount
   were calculated based on the financial performance of former Hughes, which
   consisted of the defense electronics, automotive electronics and
   telecommunications and space businesses.  Since these financial statements
   relate only to the telecommunications and space businesses of former
   Hughes, the pro forma presentation is used to present the results that
   would have been achieved relative to the GM Class H common stock had the
   results been calculated based only upon such telecommunications and space
   businesses.
                                    - 32 -

BALANCE SHEET
(Dollars in Millions)
                                                September 30,      December 31,
ASSETS                                              1998                1998
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,509.7         $2,783.8
Accounts and notes receivable                       1,067.2            662.8
Contracts in process                                  611.8            575.6
Inventories                                           570.7            486.4
Prepaid expenses, deferred income taxes and other     399.1            297.3
----------------------------------------------------------------------------

Total Current Assets                                4,158.5          4,805.9
Satellites - Net                                    2,843.1          2,643.4
Property - Net                                        965.9            889.7
Net Investment in Sales-type Leases                   181.9            337.6
Intangible Assets - Net                             3,587.8          2,954.8
Investments and Other Assets                        1,155.9          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $12,893.1        $12,763.8
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $720.0           $472.8
Advances on contracts                                 245.6            209.8
Deferred revenues                                     150.3            110.6
Notes payable                                          60.2               -
Accrued liabilities                                   564.1            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           1,740.2          1,482.6
Long-Term Debt                                        778.7            637.6
Deferred Gains on Sales and Leasebacks                130.1            191.9
Accrued Operating Leaseback Expense                    38.8            100.2
Postretirement Benefits Other Than Pensions           156.2            154.8
Other Liabilities and Deferred Credits                702.8            706.4
Deferred Income Taxes                                 618.7            570.8
Minority Interests                                    469.0            607.8
Stockholder's Equity                                8,258.6          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $12,893.1        $12,763.8
============================================================================

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).

                                    - 33 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                        Nine Months Ended
                                      Third Quarter       September 30,
                                   ----------------     -----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $459.1      $343.7  $1,248.5      $861.0
Operating Loss                    $(61.8)     $(43.3)  $(133.6)    $(158.7)
Depreciation and Amortization      $31.2       $21.2     $77.2       $62.5
Capital Expenditures (1)           $82.0       $24.0    $130.1       $54.2
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $186.5      $170.3    $570.6      $432.0
Operating Profit                   $79.1       $71.7    $239.2      $202.9
Operating Profit Margin             42.4%       42.1%     41.9%       47.0%
Depreciation and Amortization      $56.6       $48.0    $169.8       $91.9
Capital Expenditures (2)          $190.7      $191.0    $605.0      $543.7
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $688.9      $604.3  $1,988.0    $1,748.1
Operating Profit                   $63.8       $53.1    $178.9      $159.7
Operating Profit Margin              9.3%        8.8%      9.0%        9.1%
Depreciation and Amortization      $12.9        $9.9     $35.1       $27.7
Capital Expenditures               $18.2       $28.1     $50.5       $68.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $267.7      $216.0    $674.1      $609.4
Operating Profit  (Loss)           $16.9       $22.4    $(20.2)       $6.1
Operating Profit Margin              6.3%       10.4%      -           1.0%
Depreciation and Amortization      $11.4        $5.6     $29.4       $21.7
Capital Expenditures               $10.7       $15.3     $26.4       $33.0
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                    $(88.9)     $(76.0)  $(307.9)    $(216.8)
Operating Profit (Loss)           $(30.5)      $20.3    $(35.0)       $4.6
Depreciation and Amortization      $(0.8)      $(6.7)    $(2.7)      $(8.5)
Capital Expenditures              $(21.4)      $74.1    $114.5     $(147.6)
===========================================================================

*   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 excludes 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)Includes  expenditures  related to  satellites  amounting to $38.0 million in
   the third and nine-month periods of 1998.
(2)Includes  expenditures  related to  satellites  amounting to $182.2  million,
   $180.2  million,  $422.2  million  and  $527.3  million,  respectively.  Also
   included in the 1998 nine-month period is $155.5 million related to the early
   buy-out of satellite sale-leasebacks.

                                    - 34 -

                              GMAC NEWS RELEASE

                  GMAC ANNOUNCES 1998 THIRD QUARTER EARNINGS
                  ------------------------------------------

DETROIT -- General Motors Acceptance  Corporation  (GMAC) reported third quarter
1998 consolidated net income of $313 million, up from $312 million earned in the
third quarter of 1997,  GMAC President  John D. Finnegan  announced  today.  Net
income for the first  nine  months of 1998 was $1,027  million,  up from  $1,022
million reported in the same period a year ago.

      For the quarter,  net income from automotive  financing operations totaled
$250  million,  up 12% from $222  million  earned in the third  quarter of 1997.
Earnings were higher due to increased retail volume, reduced credit losses and a
lower effective income tax rate,  partially offset by lower net interest margins
and lower wholesale volume (due to the recent General Motors strike).

      GMAC  Insurance  Holdings Inc.  generated net income of $54 million in the
third  quarter of 1998,  up 8% from $50  million  earned in the same period last
year.  Earnings  were higher due to the  inclusion  of Integon  Corporation  and
increased capital gains.

      GMAC Mortgage  Group Inc.  generated net income of $9 million in the third
quarter of 1998  compared  to $40  million  earned in the same period last year.
Earnings were lower  primarily  due to widening  credit  spreads and  increasing
prepayments,  which  have  reduced  the  value  of its  mortgage  inventory  and
investment positions.

                                    * * *

                                  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    October 13, 1998
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 35 -