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 17, 1997
                                  -----------------




                           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

      On  December  18,  1997,  General  Motors  Corporation  (GM) issued a news
release   announcing  the  completion  on  December  17,  1997  of  a  strategic
restructuring of its Hughes Electronics  subsidiary,  including the spin-off and
merger of its defense electronics unit with Raytheon Company and the transfer of
Delco Electronics to GM's Delphi Automotive  Systems.  The holders of a majority
of the outstanding shares of each class of GM common stock, $1-2/3 par value and
Class H,  approved  the  transactions.  The  content of the news  release was as
follows:

                        GM COMPLETES HUGHES TRANSACTIONS

      NEW YORK -- General Motors Corporation (NYSE: GM, GMH) today announced the
completion of a strategic  restructuring of its Hughes  Electronics  subsidiary,
including the spin-off and merger of its defense  electronics unit with Raytheon
Company and the transfer of Delco Electronics to GM's Delphi Automotive Systems.
A majority of holders of each class of GM common  stock  --$1-2/3  par value and
Class H -- approved the transactions.

      "Completion  of the  Hughes  transactions  is a  win-win  for  GM and  its
stockholders,"  said John F. Smith, Jr.,  chairman,  chief executive officer and
president  of  GM.  "The  transactions   reflect  significant  premiums  on  the
businesses  involved and better  position  Hughes  Defense and  Delphi/Delco  to
compete in the future."

      The Hughes  transactions  were  designed to address  strategic  challenges
facing  the  three  principal   businesses  of  Hughes  Electronics  and  unlock
shareholder value at GM. The Hughes transactions include:

      -  The spin-off of the defense electronics  business of Hughes Electronics
         to GM  $1-2/3  and Class H common  stockholders.  Hughes  Defense  then
         merged with Raytheon  Company in a transaction  with an estimated value
         for Hughes Defense of more than $9.8 billion;

      -  The  transfer  of  Delco  Electronics,   GM's  automotive   electronics
         business,  from Hughes Electronics to GM. Delco will be integrated into
         GM's Delphi Automotive Systems, creating the world's leading automotive
         components   company  and  better   positioning   these  businesses  to
         participate  in  the  component   industry   trend  toward   integrated
         automotive systems; and

      -  The  recapitalization of GM Class H common stock into a new class of GM
         common  stock  that will  track  Hughes'  telecommunications  and space
         businesses  (Hughes Telecom).  Proceeds from approximately $4.0 billion
         of the debt incurred by Hughes Defense prior to its spin-off and merger
         with Raytheon will be made available as equity to fund Hughes Telecom.

      The new GM Class H stock, which will represent an approximate 25.6 percent
tracking-stock  interest  in the  earnings of the  telecommunications  and space
businesses of Hughes Electronics,  will be traded on the New York Stock Exchange
(NYSE) under the symbol "GMH" beginning today.

      The two classes of "new" Raytheon common stock,  Class A and Class B, also
begin trading today on the NYSE under the symbol  "RTN.A" and "RTN.B." The Class
A common stock  represents  approximately  30 percent of the outstanding  equity
value of the new  Raytheon.  The Class B common stock  represents  the remaining
approximately 70 percent of the outstanding equity value of the new Raytheon.
                                    - 2 -

      The value of the  Class A stock of the  combined  Hughes  Defense/Raytheon
("new"  Raytheon) being  distributed to GM common  stockholders is approximately
$3.59 per share for holders of GM $1-2/3 common stock and  approximately  $31.64
per share for holders of Class H common  stock,  based on the  closing  price of
Raytheon  common stock on the NYSE on  Wednesday,  Dec. 17, 1997,  of $56.25 per
share.

      The amount of Class A common stock distributed to holders of each class of
GM common stock was determined by using a distribution ratio formula established
by GM's board of directors.  Pursuant to that formula, stockholders will receive
a  distribution  of 0.56240 shares of Class A stock for each share of GM Class H
common  stock and  0.06377  shares of Class A stock for each  share of GM $1-2/3
common  stock,  based on a 30-day  average  Raytheon  stock  price of $53.21 per
share. Cash will be paid in lieu of fractional shares.

      The  record  date for  holders  of GM $1-2/3  and Class H stocks  who will
receive the distribution of Raytheon Class A common stock was Dec. 17, 1997. The
ex-distribution  date for the GM $1-2/3  common  stock will be Friday,  Dec. 19,
1997.  Sellers of GM $1-2/3  and Class H common  stock on the NYSE  between  the
record date and the  ex-distribution  date will be required to provide due bills
and deliver the Class A stock they receive to the  purchasers of their GM $1-2/3
common stock.

      GM  announced  in January  1997 it was  pursuing a series of  transactions
involving the  restructuring of Hughes  Electronics  Corporation.  GM received a
letter ruling from the U.S.  Internal  Revenue Service in July,  confirming that
the spin-off of Hughes Defense would be tax-free to GM and its  stockholders for
U.S. federal income tax purposes.

Detailed Information Related to Stockholder Transactions
--------------------------------------------------------

      In order  for  investors  who have  physical  possession  of  certificates
representing Class H common stock to trade such shares,  they will first have to
submit  those  shares to GM's  transfer  agent,  BankBoston,  in order to obtain
certificates  representing the new Class H common stock. Investors whose Class H
common  stock  is held  for them by  brokers  or  institutions  in  "street"  or
"nominee"  name  will  be  able  to  effect   transactions  in  such  securities
immediately.

      With respect to trading in Raytheon Class A common stock,  investors whose
$1-2/3  common  stock or  Class H  common  stock  is held  through  a broker  or
institution  will be able to effect  transactions  in such  shares  immediately.
Investors  who have  physical  possession  of the $1-2/3 common stock or Class H
common stock, ownership of which will entitle them to Class A common stock, will
be able to effect  transactions in Class A common stock commencing Monday,  Dec.
22, 1997, by first contacting GM's transfer agent, BankBoston at 1-800-331-9922,
in order to determine account balances and arrange for transfers of ownership.
      For  stockholders  who will be retaining  Raytheon  Class A common  stock,
Raytheon's transfer agent will mail account statements to them shortly after the
transfer agent consummates the sale of fractional shares for which  stockholders
will  receive  cash.  Such a mailing is expected to be made in the next  several
weeks. A letter explaining how to effect transactions in Class A stock will also
be mailed promptly.


                                    - 3 -

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

      (c)  Exhibits

      Exhibit 3(i) General  Motors  Restated  Certificate of  Incorporation,  as
      amended to December 18, 1997.

      Article FOURTH of the General Motors Restated Certificate of Incorporation
      has been amended to delete provisions  relating to GM Class H Common Stock
      and add provisions  relating to New GM Class H Common Stock, as defined in
      the solicitation statement/prospectus of General Motors and Hughes Defense
      (i.e.  HE  Holdings)  dated  November 10, 1997,  including  the  following
      sections:

      Section                       Amendment
      -------                       ---------
      ARTICLE FOURTH

      DIVISION I:   (a)(1)
      Dividends on Common Stock     Amended

      DIVISION I:   (a)(2)
      Dividends on Class H
      Common Stock                  Amended

      DIVISION I:   (a)(3)
      Discrimination between
      Common Stock, and
      Class H Common Stock          Amended

      DIVISION I:  (a)(4)
      Available Separate
      Consolidated Net Income
      of EDS                        Deleted

      DIVISION I:  (a)(5)
      Available Separate
      Consolidated Net Income
      of Hughes                     Amended as DIVISION I: (a)(4)

      DIVISION I:  (b)
      Voting Rights                 Amended

      DIVISION I:
      (c)(1) through (c)(11)
      Exchangeability               Amended

      DIVISION I:  (d)
      Liquidation Rights            Amended


      DIVISION I:
      (e)(1) through (e)(2)
      Subdivision or Combination    Amended







                                     - 4-

      The  amendments  included in the sections  listed above include only those
      amendments  that were included in the complete  text of Article  FOURTH of
      the General Motors  Certificate of Incorporation that was filed as Exhibit
      A to Appendix A of the solicitation statement/prospectus of General Motors
      and Hughes Defense (i.e. HE Holdings) dated November 10, 1997.

      Exhibit  3(ii)  By-Laws  as  amended  to  December  18,  1997,  reflecting
      amendments to Section 6.2, 6.3, and 6.9., as described below:

      Section                       Amendment
      -------                       ---------

      6.2
      Stock                         Certificates    Amended    to   revise   the
                                    Corporation's representation of any class of
                                    series   of   stock   as   certificated   or
                                    uncertificated.

      6.3
      Seal                          Amended to revise the name of the
                                    "Finance Committee" to the "Investment
                                    Funds Committee."

      6.9
      Voting of Stocks Owned        Amended to revise the name of the "Finance
      by the Corporation            Committee" to the "Investment Funds
                                  Committee."




                                   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 18, 1997
        -----------------
                                        By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)












                                     - 5-
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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 17, 1997
                                  -----------------

                           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

      On  December  18,  1997,  General  Motors  Corporation  (GM) issued a news
release   announcing  the  completion  on  December  17,  1997  of  a  strategic
restructuring of its Hughes Electronics  subsidiary,  including the spin-off and
merger of its defense electronics unit with Raytheon Company and the transfer of
Delco Electronics to GM's Delphi Automotive  Systems.  The holders of a majority
of the outstanding shares of each class of GM common stock, $1-2/3 par value and
Class H,  approved  the  transactions.  The  content of the news  release was as
follows:

                        GM COMPLETES HUGHES TRANSACTIONS

      NEW YORK -- General Motors Corporation (NYSE: GM, GMH) today announced the
completion of a strategic  restructuring of its Hughes  Electronics  subsidiary,
including the spin-off and merger of its defense  electronics unit with Raytheon
Company and the transfer of Delco Electronics to GM's Delphi Automotive Systems.
A majority of holders of each class of GM common  stock  --$1-2/3  par value and
Class H -- approved the transactions.

      "Completion  of the  Hughes  transactions  is a  win-win  for  GM and  its
stockholders,"  said John F. Smith, Jr.,  chairman,  chief executive officer and
president  of  GM.  "The  transactions   reflect  significant  premiums  on  the
businesses  involved and better  position  Hughes  Defense and  Delphi/Delco  to
compete in the future."

      The Hughes  transactions  were  designed to address  strategic  challenges
facing  the  three  principal   businesses  of  Hughes  Electronics  and  unlock
shareholder value at GM. The Hughes transactions include:

      -  The spin-off of the defense electronics  business of Hughes Electronics
         to GM  $1-2/3  and Class H common  stockholders.  Hughes  Defense  then
         merged with Raytheon  Company in a transaction  with an estimated value
         for Hughes Defense of more than $9.8 billion;

      -  The  transfer  of  Delco  Electronics,   GM's  automotive   electronics
         business,  from Hughes Electronics to GM. Delco will be integrated into
         GM's Delphi Automotive Systems, creating the world's leading automotive
         components   company  and  better   positioning   these  businesses  to
         participate  in  the  component   industry   trend  toward   integrated
         automotive systems; and

      -  The  recapitalization of GM Class H common stock into a new class of GM
         common  stock  that will  track  Hughes'  telecommunications  and space
         businesses  (Hughes Telecom).  Proceeds from approximately $4.0 billion
         of the debt incurred by Hughes Defense prior to its spin-off and merger
         with Raytheon will be made available as equity to fund Hughes Telecom.

      The new GM Class H stock, which will represent an approximate 25.6 percent
tracking-stock  interest  in the  earnings of the  telecommunications  and space
businesses of Hughes Electronics,  will be traded on the New York Stock Exchange
(NYSE) under the symbol "GMH" beginning today.

      The two classes of "new" Raytheon common stock,  Class A and Class B, also
begin trading today on the NYSE under the symbol  "RTN.A" and "RTN.B." The Class
A common stock  represents  approximately  30 percent of the outstanding  equity
value of the new  Raytheon.  The Class B common stock  represents  the remaining
approximately 70 percent of the outstanding equity value of the new Raytheon.
                                    - 2 -

      The value of the  Class A stock of the  combined  Hughes  Defense/Raytheon
("new"  Raytheon) being  distributed to GM common  stockholders is approximately
$3.59 per share for holders of GM $1-2/3 common stock and  approximately  $31.64
per share for holders of Class H common  stock,  based on the  closing  price of
Raytheon  common stock on the NYSE on  Wednesday,  Dec. 17, 1997,  of $56.25 per
share.

      The amount of Class A common stock distributed to holders of each class of
GM common stock was determined by using a distribution ratio formula established
by GM's board of directors.  Pursuant to that formula, stockholders will receive
a  distribution  of 0.56240 shares of Class A stock for each share of GM Class H
common  stock and  0.06377  shares of Class A stock for each  share of GM $1-2/3
common  stock,  based on a 30-day  average  Raytheon  stock  price of $53.21 per
share. Cash will be paid in lieu of fractional shares.

      The  record  date for  holders  of GM $1-2/3  and Class H stocks  who will
receive the distribution of Raytheon Class A common stock was Dec. 17, 1997. The
ex-distribution  date for the GM $1-2/3  common  stock will be Friday,  Dec. 19,
1997.  Sellers of GM $1-2/3  and Class H common  stock on the NYSE  between  the
record date and the  ex-distribution  date will be required to provide due bills
and deliver the Class A stock they receive to the  purchasers of their GM $1-2/3
common stock.

      GM  announced  in January  1997 it was  pursuing a series of  transactions
involving the  restructuring of Hughes  Electronics  Corporation.  GM received a
letter ruling from the U.S.  Internal  Revenue Service in July,  confirming that
the spin-off of Hughes Defense would be tax-free to GM and its  stockholders for
U.S. federal income tax purposes.

Detailed Information Related to Stockholder Transactions
--------------------------------------------------------

      In order  for  investors  who have  physical  possession  of  certificates
representing Class H common stock to trade such shares,  they will first have to
submit  those  shares to GM's  transfer  agent,  BankBoston,  in order to obtain
certificates  representing the new Class H common stock. Investors whose Class H
common  stock  is held  for them by  brokers  or  institutions  in  "street"  or
"nominee"  name  will  be  able  to  effect   transactions  in  such  securities
immediately.

      With respect to trading in Raytheon Class A common stock,  investors whose
$1-2/3  common  stock or  Class H  common  stock  is held  through  a broker  or
institution  will be able to effect  transactions  in such  shares  immediately.
Investors  who have  physical  possession  of the $1-2/3 common stock or Class H
common stock, ownership of which will entitle them to Class A common stock, will
be able to effect  transactions in Class A common stock commencing Monday,  Dec.
22, 1997, by first contacting GM's transfer agent, BankBoston at 1-800-331-9922,
in order to determine account balances and arrange for transfers of ownership.
      For  stockholders  who will be retaining  Raytheon  Class A common  stock,
Raytheon's transfer agent will mail account statements to them shortly after the
transfer agent consummates the sale of fractional shares for which  stockholders
will  receive  cash.  Such a mailing is expected to be made in the next  several
weeks. A letter explaining how to effect transactions in Class A stock will also
be mailed promptly.

                                    - 3 -

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

      (c)  Exhibits

      Exhibit 3(i) General  Motors  Restated  Certificate of  Incorporation,  as
      amended to December 18, 1997.

      Article FOURTH of the General Motors Restated Certificate of Incorporation
      has been amended to delete provisions  relating to GM Class H Common Stock
      and add provisions  relating to New GM Class H Common Stock, as defined in
      the solicitation statement/prospectus of General Motors and Hughes Defense
      (i.e.  HE  Holdings)  dated  November 10, 1997,  including  the  following
      sections:

      Section                       Amendment
      -------                       ---------
      ARTICLE FOURTH

      DIVISION I:   (a)(1)
      Dividends on Common Stock     Amended

      DIVISION I:   (a)(2)
      Dividends on Class H
      Common Stock                  Amended

      DIVISION I:   (a)(3)
      Discrimination between
      Common Stock, and
      Class H Common Stock          Amended

      DIVISION I:  (a)(4)
      Available Separate
      Consolidated Net Income
      of EDS                        Deleted

      DIVISION I:  (a)(5)
      Available Separate
      Consolidated Net Income
      of Hughes                     Amended as DIVISION I: (a)(4)

      DIVISION I:  (b)
      Voting Rights                 Amended

      DIVISION I:
      (c)(1) through (c)(11)
      Exchangeability               Amended

      DIVISION I:  (d)
      Liquidation Rights            Amended

      DIVISION I:
      (e)(1) through (e)(2)
      Subdivision or Combination    Amended

                                     - 4-

      The  amendments  included in the sections  listed above include only those
      amendments  that were included in the complete  text of Article  FOURTH of
      the General Motors  Certificate of Incorporation that was filed as Exhibit
      A to Appendix A of the solicitation statement/prospectus of General Motors
      and Hughes Defense (i.e. HE Holdings) dated November 10, 1997.

      Exhibit  3(ii)  By-Laws  as  amended  to  December  18,  1997,  reflecting
      amendments to Section 6.2, 6.3, and 6.9., as described below:

      Section                       Amendment
      -------                       ---------

      6.2
      Stock                         Certificates    Amended    to   revise   the
                                    Corporation's representation of any class of
                                    series   of   stock   as   certificated   or
                                    uncertificated.

      6.3
      Seal                          Amended to revise the name of the
                                    "Finance Committee" to the "Investment
                                    Funds Committee."

      6.9
      Voting of Stocks Owned        Amended to revise the name of the "Finance
      by the Corporation            Committee" to the "Investment Funds
                                  Committee."

                                   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 18, 1997
        -----------------
                                        By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                     - 5-