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) April 6, 2001
                                  ----------------




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




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




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







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

















                                      - 1 -

ITEM 5. OTHER EVENTS

     On April 6, 2001,  Moody's  issued a news release confirming its ratings on
General  Motors  Corporation  (GM) and  General  Motors  Acceptance  Corporation
(GMAC).  At the same time, the outlook was revised to negative from stable.  The
release is as follows:

MOODY'S CONFIRMS RATINGS OF GM AND GMAC BUT CHANGES OUTLOOK TO NEGATIVE; LONG-
TERM AT A2 AND SHORT-TERM AT PRIME-1

Approximately $130 Billion of Debt Securities Affected.

New York, April 06, 2001 -- Moody's Investors Service confirmed the A2 long-term
and Prime-1  short-term  ratings of General Motors  Corporation (GM) and General
Motors Acceptance Corporation (GMAC), but changed the rating outlook to negative
from stable.  The change in outlook  reflects the near-term  challenges  that GM
will face in addressing:  1) the continuing erosion in its domestic market share
position; 2) intensifying  competition from German and Japanese manufacturers in
the U.S. truck and SUV markets; and, 3) the severe weakness in its international
operations.  To the extent that GM cannot effectively  address these challenges,
the  company's  operating  performance,  cash  generation,  and debt  protection
measures  would be lower that we originally  anticipated  during any slowdown in
the U.S.  automotive  industry.  These  measures  would also be less robust than
anticipated   during  any   subsequent   recovery.   Such  a  reduced  level  of
peak-to-trough performance might not be supportive of the current rating level.

Although the U.S.  automotive market may be entering a cyclical  slowdown,  this
factor is not a material  contributor to Moody's  revision of GM's outlook.  The
rating agency noted that GM's current level of financial flexibility is stronger
than in 1989 - the year just prior to the last major  downturn in the U.S.  auto
sector.  From 1989 to 1991, total U.S. light vehicle  shipments fell by 16% from
14.9 million units to 12.5 million.  Moody's currently anticipates that shipment
levels could fall by about 10% during 2001. Going into this weaker  environment,
GM's net liquidity  position  (including VEBA assets) is $3.5 billion,  compared
with about $0.4 billion in 1989;  its global pension plan is almost fully funded
compared with an $7 billion under funded  position in 1990; and, the company has
made considerable  progress in reducing the level of contributions  that must be
made to its pension and benefit  plans.  Moreover,  the $7 to $8 billion  market
value of the company's approximately 30% economic ownership in Hughes Electronic
affords  the  company  with an  additional  degree  of  liquidity.  GM has  made
considerable  progress  in  improving  the  cost  structure  of  its  U.S.-based
manufacturing  facilities on an absolute  basis,  and relative to other domestic
operations. It has also made steady progress in lowering its breakeven point.

The principal  reason for the change in outlook  reflects  Moody's concern about
GM's  ability to maintain its  competitive  position,  particularly  in the U.S.
Since 1989 its U.S. market share has steadily  fallen from 34.6% to 27.8%.  This
decline has been driven largely by the company's inability to address aggressive
competitive  challenges from Japanese and European  manufacturers  in the small,
medium and luxury car segments.  Much of GM's recovery subsequent to the 1990/91
downturn  was due to the  growth in the light  truck  and SUV  markets,  and the
company's ability to significantly shift its mix of unit sales away for cars and
toward  light  trucks/SUVs.  During  this  period,  however,  GM  did  not  face
significant international competition in this segment. Due to attractive  growth

                                      - 2 -

prospects and high margins in the truck and SUV sector,  Japanese and European
manufacturers are now aggressively targeting these  categories,  and GM's  truck
and SUV  operations  will  face many of the competitive  challenges that have
eroded the company's  position in the U.S. car market.

Moody's  also noted that going into the  1990/91  downturn,  GM's  international
operations were a significant source of earnings and cash flow. They contributed
approximately  $2.0 billion in annual net income during 1990 and 1991.  For 2000
they lost  approximately  $500 million (prior to restructuring  charges of about
$400  million),  and the  intense  competitive  environment  in Europe and South
America will likely result in continuing losses for 2001.

The  challenges  GM faces  have  already  dampend  the  strength  of its  recent
operating  performance.   During  2000,  the  operating  profit  margin  of  its
automotive business (excluding GMAC), was a modest 2.1%, down from 5.0% in 1999.
In  addition,  free cash flow during 2000 (after  working  capital,  capex,  and
dividends)  approximated  a negative $400 million.  This compares with free cash
flow of about  $300  million in 1999  (prior to impact of the Delphi  spin off).
This  level of  performance  is weak for the A2 rating  level  and  could  erode
further due to a more intense competitive environment.

During the next 12 months Moody's  assessment of GM will focus: 1) the company's
ability to contend with more intense head-to-head  competition with Japanese and
European  manufacturers in the truck and SUV market;  2) the degree to which the
company can  stabilize  its  overall  market  share  position in the U.S; 3) the
extent  to  which  it must  rely on  incentives  to move  product;  and,  4) the
likelihood  that it will be able to materially  reduce the pace of share erosion
and operating losses in its international businesses.

We expect that GMAC's size and  competitive  position  will enable it to provide
critical  support for GM's retail and  wholesale  shipments.  This support could
take on added importance during a cyclical  downturn.  GMAC has manageable asset
quality, a liquid balance sheet, earnings  diversification  through its mortgage
and insurance operations, and improving leverage. The company also benefits from
excellent access to the asset-backed securities market for its auto receivables.
GMAC  does  not  have  the  benefit  of a  formal  support  agreement  with  GM.
Nonetheless,  the A2  long-term  rating and outlook  reflect the close  business
relationship between the companies, GM's direct ownership and management control
of GMAC, and the potential for business  trends at GM to have a direct impact on
GMAC's  performance.  We anticipate  that the ratings of the two companies  will
remain closely linked.

General Motors Corporation,  headguartered in Detroit,  Michigan, is the world's
largest  producer of cars and light trucks.  GMAC, a wholly-owned  subsidiary of
GM,  provides  retail and  wholesale  financing  in  support of GM's  automotive
operations and is one of the worlds largest non-bank financial institutions









                                      - 3 -


                                    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    April 17, 2001
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)













































                                      - 4 -
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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": "1604310"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000"}}
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) April 6, 2001
                                  ----------------

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

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

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

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

                                      - 1 -

ITEM 5. OTHER EVENTS

     On April 6, 2001,  Moody's  issued a news release confirming its ratings on
General  Motors  Corporation  (GM) and  General  Motors  Acceptance  Corporation
(GMAC).  At the same time, the outlook was revised to negative from stable.  The
release is as follows:

MOODY'S CONFIRMS RATINGS OF GM AND GMAC BUT CHANGES OUTLOOK TO NEGATIVE; LONG-
TERM AT A2 AND SHORT-TERM AT PRIME-1

Approximately $130 Billion of Debt Securities Affected.

New York, April 06, 2001 -- Moody's Investors Service confirmed the A2 long-term
and Prime-1  short-term  ratings of General Motors  Corporation (GM) and General
Motors Acceptance Corporation (GMAC), but changed the rating outlook to negative
from stable.  The change in outlook  reflects the near-term  challenges  that GM
will face in addressing:  1) the continuing erosion in its domestic market share
position; 2) intensifying  competition from German and Japanese manufacturers in
the U.S. truck and SUV markets; and, 3) the severe weakness in its international
operations.  To the extent that GM cannot effectively  address these challenges,
the  company's  operating  performance,  cash  generation,  and debt  protection
measures  would be lower that we originally  anticipated  during any slowdown in
the U.S.  automotive  industry.  These  measures  would also be less robust than
anticipated   during  any   subsequent   recovery.   Such  a  reduced  level  of
peak-to-trough performance might not be supportive of the current rating level.

Although the U.S.  automotive market may be entering a cyclical  slowdown,  this
factor is not a material  contributor to Moody's  revision of GM's outlook.  The
rating agency noted that GM's current level of financial flexibility is stronger
than in 1989 - the year just prior to the last major  downturn in the U.S.  auto
sector.  From 1989 to 1991, total U.S. light vehicle  shipments fell by 16% from
14.9 million units to 12.5 million.  Moody's currently anticipates that shipment
levels could fall by about 10% during 2001. Going into this weaker  environment,
GM's net liquidity  position  (including VEBA assets) is $3.5 billion,  compared
with about $0.4 billion in 1989;  its global pension plan is almost fully funded
compared with an $7 billion under funded  position in 1990; and, the company has
made considerable  progress in reducing the level of contributions  that must be
made to its pension and benefit  plans.  Moreover,  the $7 to $8 billion  market
value of the company's approximately 30% economic ownership in Hughes Electronic
affords  the  company  with an  additional  degree  of  liquidity.  GM has  made
considerable  progress  in  improving  the  cost  structure  of  its  U.S.-based
manufacturing  facilities on an absolute  basis,  and relative to other domestic
operations. It has also made steady progress in lowering its breakeven point.

The principal  reason for the change in outlook  reflects  Moody's concern about
GM's  ability to maintain its  competitive  position,  particularly  in the U.S.
Since 1989 its U.S. market share has steadily  fallen from 34.6% to 27.8%.  This
decline has been driven largely by the company's inability to address aggressive
competitive  challenges from Japanese and European  manufacturers  in the small,
medium and luxury car segments.  Much of GM's recovery subsequent to the 1990/91
downturn  was due to the  growth in the light  truck  and SUV  markets,  and the
company's ability to significantly shift its mix of unit sales away for cars and
toward  light  trucks/SUVs.  During  this  period,  however,  GM  did  not  face
significant international competition in this segment. Due to attractive  growth

                                      - 2 -

prospects and high margins in the truck and SUV sector,  Japanese and European
manufacturers are now aggressively targeting these  categories,  and GM's  truck
and SUV  operations  will  face many of the competitive  challenges that have
eroded the company's  position in the U.S. car market.

Moody's  also noted that going into the  1990/91  downturn,  GM's  international
operations were a significant source of earnings and cash flow. They contributed
approximately  $2.0 billion in annual net income during 1990 and 1991.  For 2000
they lost  approximately  $500 million (prior to restructuring  charges of about
$400  million),  and the  intense  competitive  environment  in Europe and South
America will likely result in continuing losses for 2001.

The  challenges  GM faces  have  already  dampend  the  strength  of its  recent
operating  performance.   During  2000,  the  operating  profit  margin  of  its
automotive business (excluding GMAC), was a modest 2.1%, down from 5.0% in 1999.
In  addition,  free cash flow during 2000 (after  working  capital,  capex,  and
dividends)  approximated  a negative $400 million.  This compares with free cash
flow of about  $300  million in 1999  (prior to impact of the Delphi  spin off).
This  level of  performance  is weak for the A2 rating  level  and  could  erode
further due to a more intense competitive environment.

During the next 12 months Moody's  assessment of GM will focus: 1) the company's
ability to contend with more intense head-to-head  competition with Japanese and
European  manufacturers in the truck and SUV market;  2) the degree to which the
company can  stabilize  its  overall  market  share  position in the U.S; 3) the
extent  to  which  it must  rely on  incentives  to move  product;  and,  4) the
likelihood  that it will be able to materially  reduce the pace of share erosion
and operating losses in its international businesses.

We expect that GMAC's size and  competitive  position  will enable it to provide
critical  support for GM's retail and  wholesale  shipments.  This support could
take on added importance during a cyclical  downturn.  GMAC has manageable asset
quality, a liquid balance sheet, earnings  diversification  through its mortgage
and insurance operations, and improving leverage. The company also benefits from
excellent access to the asset-backed securities market for its auto receivables.
GMAC  does  not  have  the  benefit  of a  formal  support  agreement  with  GM.
Nonetheless,  the A2  long-term  rating and outlook  reflect the close  business
relationship between the companies, GM's direct ownership and management control
of GMAC, and the potential for business  trends at GM to have a direct impact on
GMAC's  performance.  We anticipate  that the ratings of the two companies  will
remain closely linked.

General Motors Corporation,  headguartered in Detroit,  Michigan, is the world's
largest  producer of cars and light trucks.  GMAC, a wholly-owned  subsidiary of
GM,  provides  retail and  wholesale  financing  in  support of GM's  automotive
operations and is one of the worlds largest non-bank financial institutions

                                      - 3 -

                                    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    April 17, 2001
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                      - 4 -