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) December 11, 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                 48265-1000
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 December 11, 1998, General Motors  Corporation,  Hughes Electronics
Corporation and United States Satellite  Broadcasting Company, Inc. entered into
a merger agreement  subsequent to the close of business on that day. On December
14,  1998, a press  release was issued and is attached as Exhibit  99(a) to this
Form 8-K.

      A chart  which  illustrates  the Merger  Consideration  payable in certain
possible  scenarios  is filed as Exhibit  99 (b) to this Form 8-K.  The chart is
provided for  illustrative  purposes  only,  and reference is made to the Merger
Agreement  filed herewith for a complete  description of the  calculation of the
consideration   payable  thereunder  and  other  terms  and  conditions  of  the
transaction.


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

      (c)   Exhibits

      Exhibit 2(a) Agreement and Plan of Merger among General Motors
      Corporation, Hughes Electronics Corporation and United States Satellite
      Broadcasting Company, Inc.


      Exhibit 2(b) Shareholders  Agreement dated December 11, 1998 among General
      Motors Corporation,  Hughes Electronics Corporation a Delaware corporation
      and a direct wholly owned subsidiary of GM, HBI, a Minnesota  corporation,
      Stanley S. Hubbard, Stanley E. Hubbard and Robert W. Hubbard.

      Exhibit  99 (a) Press  Release  issued by Hughes  Electronics  Corporation
      dated December 14, 1998.

      Exhibit 99 (b) Merger Consideration Payable - For Illustration Purposes
      Only

                                 * * * * * *

                                  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    December 17, 1998
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)









                                    - 2 -
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{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00143", "film-number": "98771108"}, "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) December 11, 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                 48265-1000
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 December 11, 1998, General Motors  Corporation,  Hughes Electronics
Corporation and United States Satellite  Broadcasting Company, Inc. entered into
a merger agreement  subsequent to the close of business on that day. On December
14,  1998, a press  release was issued and is attached as Exhibit  99(a) to this
Form 8-K.

      A chart  which  illustrates  the Merger  Consideration  payable in certain
possible  scenarios  is filed as Exhibit  99 (b) to this Form 8-K.  The chart is
provided for  illustrative  purposes  only,  and reference is made to the Merger
Agreement  filed herewith for a complete  description of the  calculation of the
consideration   payable  thereunder  and  other  terms  and  conditions  of  the
transaction.

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

      (c)   Exhibits

      Exhibit 2(a) Agreement and Plan of Merger among General Motors
      Corporation, Hughes Electronics Corporation and United States Satellite
      Broadcasting Company, Inc.

      Exhibit 2(b) Shareholders  Agreement dated December 11, 1998 among General
      Motors Corporation,  Hughes Electronics Corporation a Delaware corporation
      and a direct wholly owned subsidiary of GM, HBI, a Minnesota  corporation,
      Stanley S. Hubbard, Stanley E. Hubbard and Robert W. Hubbard.

      Exhibit  99 (a) Press  Release  issued by Hughes  Electronics  Corporation
      dated December 14, 1998.

      Exhibit 99 (b) Merger Consideration Payable - For Illustration Purposes
      Only

                                 * * * * * *

                                  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    December 17, 1998
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 2 -