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 3, 2000
                                  ----------------




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




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




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







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





















                                      - 1 -

ITEM 5. OTHER EVENTS

      On January 17,  2001,  a news  release was issued on the subject of fourth
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Annual Report on Form 10-K. the following is
the  fourth  quarter  earnings  release  for GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated January 16, 2001.

                   GM NET INCOME FOR 2000 TOTALS $5.0 BILLION
                CALENDAR-YEAR REVENUES HIT RECORD $183.3 BILLION
                   FOURTH QUARTER EARNINGS TOTAL $609 MILLION

     DETROIT -- General  Motors Corp.  (NYSE:  GM) today reported that it earned
$5.0  billion,  or $8.58  diluted  earnings per share,  in calendar  year 2000 -
excluding special items - on record revenues of $183.3 billion. Revenues were up
nearly four percent from 1999 and exceeded the previous record of $176.6 billion
in 1999.

     For the fourth  quarter of 2000, GM earned $609  million,  or $1.15 diluted
earnings per share, excluding special items. That was down about 51 percent from
strong  year-ago  results  because  of the  decline in Europe and losses at GM's
affiliate Isuzu.

     "GM had another good year despite the extremely  competitive  global market
and fourth-quarter  slowdown," Chairman John F. "Jack" Smith Jr. said. "Earnings
were the second-best in GM history and revenues set a record. As we enter a more
challenging  period,  GM's  taking  tough  actions to reduce  structural  costs,
realign capacity and pursue growth opportunities to generate consistently strong
results."

                              CALENDAR YEAR RESULTS

     Calendar-year-2000  income of $5.0 billion,  or $8.58 per share, on revenue
of $183.3 billion compares with record annual earnings of $5.7 billion, or $8.62
per share, and revenue of $176.6 billion in 1999, all excluding special items.

     Including  special  items,   calendar-year-2000  net  income  totaled  $4.5
billion,  or $6.68 per share, on revenue of $184.6  billion.  The special items,
totaling  an  unfavorable  $520  million,  or $1.90  per  share,  relate  to the
previously  announced  gain on the  sale of the  Hughes  satellite-manufacturing
business to Boeing, and costs related to actions to improve GM's competitiveness
in its core  automotive  business.  These  initiatives  include the phase out of
Oldsmobile,  planned capacity  reductions in Europe,  and volume  reductions and
production changes in North America (see Highlights).

     Record  industry  sales in the United  States led to income of $4.4 billion
for GM North  America  in 2000.  GMAC  had  record  net  income  for the  second
consecutive year,  totaling $1.6 billion in 2000,  marking the sixth consecutive
year of earnings growth.  The improved  performance  resulted primarily from the
expansion of its mortgage business and other growth initiatives.








                                      - 2 -

                             FOURTH-QUARTER RESULTS

     Fourth-quarter  income was $609 million, or $1.15 per share,  compared with
$1.3  billion,  or $1.95 per  share,  in the fourth  quarter of 1999,  excluding
special items.  Including the special items,  fourth-quarter  net income was $89
million,  or a loss of $1.16 per share (The EPS loss is due to the apportionment
of earnings  between GM's two classes of common  stock.  See  Highlights).  This
compares  with net income of $1.1  billion,  or $1.86 per  share,  in the fourth
quarter of 1999.

     GM announced in December a series of  significant  initiatives  intended to
strengthen  its  competitiveness  and better  focus its  resources on key growth
activities.  These actions  included the phase out of the  Oldsmobile  Division;
planned  discontinuation of passenger-car  production in Luton,  England;  North
American volume reductions and production changes; and 10-percent  reductions in
salaried and contract employment levels in North America and Europe.

     "These were difficult  decisions,  but necessary to position General Motors
to compete in increasingly  competitive  market  conditions," said Rick Wagoner,
president and chief executive  officer.  "While we hope that the recent industry
slowdowns in North  America and Europe will prove to be a temporary  correction,
we believe that strong actions are required to help us more effectively  compete
in the marketplace and achieve improved performance in the future."

     In North America,  GM's fourth-quarter  earnings of $1.0 billion were about
the same as in 1999,  excluding  special  items,  with lower  volumes and strong
pricing  pressures  partially offset by favorable product mix and continued cost
reductions.

     "Operating lean and fast is becoming an element of our culture, rather that
just a reaction to the industry's inevitable down cycles," Wagoner added.

     Results in Europe,  a loss of $463 million,  were  adversely  affected by a
slowdown  in  vehicle  sales in the fourth  quarter  that was more  severe  than
anticipated,  continued pricing pressures, unfavorable product mix, country mix,
and one-time factors.

     "Our fourth-quarter  performance in Europe was unacceptable," Wagoner said.
"We are taking  major  steps to improve  operating  performance,  including  the
introduction  of  innovative  new  products;   improving  capacity  utilization;
intensifying  overall cost reduction;  and aggressively  pursuing synergies with
our alliance partners in purchasing, powertrain activities, product development,
and other important areas."

     Results  for GM's Latin  America/Africa/Mid-East  (LAAM)  and  Asia-Pacific
regions  declined from the  prior-year  period.  While volume was up, LAAM had a
loss of $16 million as performance was affected by unfavorable  product mix, the
start-up of the new Celta assembly plant in Brazil, and  inflation-driven  costs
not fully  recovered in price.  Asia-Pacific's  loss of $107  million  reflected
primarily the losses at GM affiliate Isuzu Motors Ltd.

     GMAC's  fourth-quarter  2000 net income improved by more than 11 percent to
$409 million,  up from $367 million in the fourth  quarter of 1999. The increase
was driven  primarily by improvements in the mortgage and insurance  businesses.
The mortgage  business was  particularly  strong due to continued growth in both
the domestic market and new initiatives of its international operations.

                                      - 3 -

     Hughes' net loss of $74 million in the fourth quarter of 2000 compares with
a loss of $61 million in the fourth  quarter of 1999,  excluding  special items.
The earnings  decline was related  primarily  to the up-front  costs for DIRECTV
growth  initiatives,  and the revenue and profit decline resulting from the sale
of its  satellite-manufacturing  business.  Hughes added 695,000 net new DIRECTV
subscribers in the fourth quarter of 2000, bringing the total subscriber base to
10.8 million.

                                  LOOKING AHEAD

     General Motors expects U.S.  vehicle sales will moderate from 2000's record
of 17.8  million  units to a level  ranging  between 16 million to 16.5  million
units.  Although the  industry  entered the first  quarter on a downward  track,
economic growth is expected to improve later in the year.

     Previously  announced  production cuts are expected to impact first quarter
results,  with the current  expectation that a marginal profit will be achieved.
For the  calendar  year,  while  there  are  considerable  uncertainties  in the
economic  environment,  GM is comfortable with the current  financial  analysts'
consensus earnings forecast of approximately $4.25 per share.

     "We remain  intently  focused on innovative  new  products,"  Wagoner said.
"Product is the all-important driver of success, and I am pleased that we have a
number of major vehicle introductions  worldwide this year. And, we're combining
that with an  enhanced  focus on our cost  structure  to assure that we meet our
consumer value expectations and our shareholders' earnings expectations."

     Among  key  products  coming  to North  America  this  year are the all new
Chevrolet  Trailblazer,  GMC Envoy and  Oldsmobile  Bravada  midsize  SUVs,  the
industry-first Chevrolet Avalanche and Cadillac Escalade EXT, Buick's Rendezvous
and Saturn's first SUV, the VUE. Equally  important are key technologies such as
the all-new  Vortec 4200 in-line  six-cylinder  engine,  QuadraSteer  four-wheel
steering system, Versatrak all-wheel-drive system, and GM's OnStar system, which
is now installed in more than 1 million vehicles.

     In Europe,  the all-new Opel  Speedster,  new Corsa and Zafira  models,  an
Astra   convertible,   the  Vivaro  and  Combo  commercial  vans,  and  improved
availability of diesel engines are important factors.

     In Latin America,  new local entries include the Chevrolet Zafira and Grand
Vitara, along with the Brazilian-built Celta introduced late last year.

     In China,  Buick's new compact  family car, the Sail, is the third distinct
model GM has introduced in that important growth market. The Zafira was recently
introduced in Asia and is produced at GM's Thailand  plant for the Asian market,
and for  export  to other  regions.  GM and  Suzuki  will  begin  production  in
September of a small Chevrolet 4x4 lifestyle  vehicle at Suzuki's Kosai plant in
Japan. The vehicle will initially be sold in Japan and Australia.









                                      - 4 -

                                 PROFIT SHARING

     As a result of the  profits  generated  in 2000 by GM's  operations  in the
United States,  profit-sharing  payments of  approximately  $800 will be made in
2001 to approximately 147,000 of GM's represented employees in the United States
who  worked  the  entire  year.  This  is  the  seventh  consecutive  year  that
profit-sharing payments have been made to U.S. employees.


                                        # # #


   In this press release and related comments by General Motors management,  our
use of the words "expect," "anticipate,"  "estimate,"  "forecast,"  "objective,"
"plan," "goal" and similar  expressions is intended to identify  forward looking
statements.  While these  statements  represent our current judgment on what the
future may hold, and we believe these judgments are  reasonable,  actual results
may differ  materially due to numerous  important  factors that are described in
GM's most recent report on SEC Form 10-K (at page II-20) which may be revised or
supplemented  in  subsequent  reports  on SEC Forms 10-Q and 8-K.  Such  factors
include, among others, the following:  changes in economic conditions,  currency
exchange rates or political stability;  shortages of fuel, labor strikes or work
stoppages;  market  acceptance of the  corporation's  new products;  significant
changes in the  competitive  environment;  changes in laws,  regulations and tax
rates;  and, the ability of the  corporation  to achieve  reductions in cost and
employment  levels to realize  production  efficiencies  and  implement  capital
expenditures at levels and times planned by management.


                                   * * * * * *




































                                      - 5 -


     HIGHLIGHTS - Q4 Adjusted for Special Items
     (Dollars in Millions Except Per Share Amounts)



                                                 Three Months Ended
                                                  December 31, 2000
                                               ---------------------
                                                 Net
                                                Income      EPS (A)
                                               ---------   ---------

     Reported                                      $89      $(1.16)(B)

     Special Charges:
     Phase-out of Oldsmobile                      (939)      (1.68)
     GMNA Capacity Reduction                      (294)      (0.53)
     GME Capacity Reduction                       (419)      (0.75)
     Hughes Satellite System Gain                1,132        0.65
                                                 -----       -----

       Adjusted                                   $609       $1.15
                                                 =====       =====



                                                 Three Months Ended
                                                  December 31, 1999
                                               ---------------------
                                                 Net
                                                Income      EPS (A)
                                               ---------   ---------

     Reported                                   $1,145       $1.86

     Special Charges:
     Postemployment Benefits                       553        0.86
     Termination Benefits                          (90)      (0.14)
     Hourly Retiree Benefits                      (408)      (0.63)
     Hughes Wireless Business                     (165)      (0.18)
                                                 -----       -----
       Adjusted                                 $1,255       $1.95
                                                 =====       =====

     (A) GM $1-2/3 par value earnings per share attributable to common stock
         assuming dilution
     (B) Although  reported net income is  positive,  EPS is negative due to the
         attribution  of Hughes  earnings for purposes of  calculating GM $1-2/3
         par value EPS.  100% of Hughes net income is included  in reported  net
         income,  but only 32.6% of Hughes net income is included in the Q4 2000
         calculation of earnings per share  attributable  to GM $1-2/3 par value
         stock.






















                                      - 6 -


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

      During the fourth  quarter of calendar  year 2000,  GM made the  following
      announcements:
      - To phase out the Oldsmobile division as the current model
        lineup product
        lifecycles come to an end, or until the models are no longer
        economically viable.
      - To implement  the  previously  announced  actions to convert and reduce
        production at the following  plants:  Oklahoma  City, OK; Delta Engine,
        Lansing, MI; Spring Hill, TN; and Wilmington, DE.
      - To reduce  production  capacity at GME including the  restructuring  of
        Vauxhall Motors' manufacturing operations in the UK.
      - The   completion   of  the  sale  of  its  Hughes   satellite   systems
        manufacturing  businesses  to the Boeing  Company  for $3.8  billion in
        cash.

                        Three Months Ended December 31, 2000
                        ------------------------------------
                                                               Total
                           GMNA               GME     Hughes    ACO
                  ------------------------   ------   ------  -------
                  Phase-out                           Satel.
                      of        Capacity     Capacity System
                  Oldsmobile    Reduction    Reduct.  Gain
                  ------------------------   ------   -----   -------
     Postemployment
       Benefits       $-       $(294)        $(108)      $-    $(402)
     Underperforming
       Assets       (356)          -          (231)       -     (587)
     Payments to
       Dealers and
       Others       (583)          -           (80)       -     (663)
                     ---         ---           ---      ---   ------
     Total
       Automotive   (939)       (294)         (419)       -   (1,652)
     Hughes Gain       -           -             -    1,132    1,132
                     ---         ---           ---    -----    -----
     Total         $(939)      $(294)        $(419)  $1,132    $(520)
                     ===         ===           ===    =====    =====

     Postemployment  benefits  represent  liabilities for termination and other
     postemployment  benefits  associated  with the  reductions  in  production
     capacity in GMNA and GME. The GMNA charge relates to  approximately  4,000
     U.S. employees at the four plants mentioned above. This action will reduce
     production capacity by approximately  376,000 engines per year and 127,000
     vehicles per year. The GME charge primarily relates to approximately 2,000
     employees at the Luton assembly plant.  This action will reduce production
     capacity by approximately 270,000 vehicles per year.

     Underperforming  assets  represent the  write-down of impaired  long-lived
     assets,  principally  tooling and equipment on operating leases,  recorded
     pursuant to GM's policy for the evaluation of long-lived assets.

     Payments to dealers and others represent transition  assistance to be paid
     to Oldsmobile dealers,  increased sales incentives on Oldsmobile vehicles,
     and cancellation  charges to be paid to suppliers  incurred as a result of
     certain GME restructuring actions.

     GM's net of tax  cash  requirements  relating  to the  above  GMNA and GME
     charges are expected to total approximately $1.2 billion, with anticipated
     spending of approximately 50% in 2001, 24% in 2002 and the remainder being
     spent thereafter.



                                          - 7 -

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


                           Three Months Ended December 31, 1999
                           ------------------------------------
                                               Total          Total
                       GMNA    Hughes  Other    ACO   GMAC    Corp.
                       ------  ------  -----   -----  -----   -----

     Postemployment
       Benefits        $553       $-      $-   $553     $-    $553
     Termination
       Benefits         (39)       -     (35)   (74)   (16)    (90)
     Hourly Retiree
       Benefits        (257)       -    (151)  (408)     -    (408)
     Hughes Wireless
       Business           -     (165)      -   (165)     -    (165)
                        ---      ---     ---    ---    ---     ---
     Total             $257    $(165)  $(186)  $(94)  $(16)  $(110)
                        ===      ===     ===    ===    ===     ===

     Postemployment benefits are related to the reversal of a liability for
     benefits payable to excess U.S. hourly employees.

     Termination benefits are related to a U.S. salaried early retirement
     program.  Approximately 1,700 people (100 executives) elected participation
     in this program.

     Hourly  Retiree  benefits are related to the benefit  increase  granted to
     hourly retirees in connection with the 1999 UAW agreement.

     The Hughes  Wireless  business  charge is related to Hughes'  decision  to
     discontinue  certain of its wireless  manufacturing  operations  at Hughes
     Network Systems.





































                                      - 8 -

     HIGHLIGHTS - Q4 Summary Financial Highlights


                                                 Three Months Ended
                                                    December 31,
                                               ---------------------
                                                      Adjusted
                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                       $45.0     $46.3
                                                  ------    ------
     Consolidated net income
       (Dollars in millions)                        $609    $1,255
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $1.15     $1.95
       Class H                                    $(0.08)   $(0.07)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               11.1%      13.8%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.3      $14.4
     .............................................................


                                                 Net profit margins
                                                 Three Months Ended
                                                    December 31,
                                                --------------------
                                                       Adjusted
                                                   2000        1999
                                                 ---------  ---------

     GM North America (GMNA)                         3.6%       3.5%
     GM Europe (GME)                                (7.7%)      0.5%
     GM Latin America/Africa/Mid-East (GMLAAM)      (1.1%)      1.4%
     GM Asia/Pacific (GMAP)                        (10.7%)     (2.4%)

       Total GM Automotive (GMA)                     1.1%       2.8%

     Hughes                                         (3.4%)     (2.8%)

       Total Automotive, Communications
         Services, and Other Operations              0.5%       2.2%

     GMAC                                            6.5%       6.9%

     Consolidated net income                         1.4%       2.7%


     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was adjusted to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (2) Represents  total cash for  Automotive,  Communications  Services,  and
         Other Operations which includes cash and marketable  securities as well
         as $3.0 billion invested in short-term  fixed income  securities of the
         Corporation's Voluntary Employees' Beneficiary Association Trust.














                                      - 9 -

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



                                       Three Months Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               2000     2000(1)   1999    1999(1)
                             --------  -------  -------  --------

     Total net sales and
       revenues               $46,341 $45,001   $46,262   $46,262
                               ------  ------    ------    ------
     Consolidated net income      $89    $609    $1,145    $1,255
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value         $(635)   $648    $1,196    $1,253
       Class H                   $697    $(66)     $(80)     $(27)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $(1.14)  $1.16     $1.90     $1.99
       Class H (5)              $0.80  $(0.08)   $(0.19)   $(0.07)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value        $(1.16)  $1.15     $1.86     $1.95
       Class H (5)              $0.76  $(0.08)   $(0.19)   $(0.07)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $0.50             $0.50
       Class H                     $-                $-
     .............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     2000         1999
                                   ---------    ---------
       $1-2/3 par value             $39.36       $27.02
       Class H (5)                   $7.87        $5.40
     .............................................................



     See footnotes beginning on page 16.



                                                       continues






















                                     - 10 -


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


                                       Three Months Ended
                                       December 31, 2000
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                         $(254)   $(1,233)       $979
     GME                           (882)      (419)       (463)
     GMLAAM                         (16)         -         (16)
     GMAP                          (107)         -        (107)
                                  -----      -----       -----
       Total GMA                $(1,259)   $(1,652)       $393
     Hughes  (6)                  1,058      1,132         (74)
     Other                         (119)         -        (119)
                                  -----      -----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations         $(320)     $(520)       $200

     GMAC                          $409         $-        $409
     Other                            -          -           -
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $409         $-        $409
                                  -----       ----       -----
     Consolidated Net
       Income                       $89      $(520)       $609
                                  =====       ====       =====

      Net (loss)/profit margin from
        Total GMA                  (3.6%)                  1.1%
        Consolidated net income     0.2%                   1.4%



     See footnotes beginning on page 16.


                                                         continues































                                     - 11 -


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


                                       Three Months Ended
                                       December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $1,282       $257      $1,025
     GME                             30          -          30
     GMLAAM                          18          -          18
     GMAP                           (23)         -         (23)
                                  -----       ----       -----
       Total GMA                 $1,307       $257      $1,050
     Hughes  (6)                   (226)      (165)        (61)
     Other                         (282)      (186)        (96)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations          $799       $(94)       $893

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

      Net profit margin from
        Total GMA                   3.4%                   2.8%
        Consolidated net income     2.5%                   2.7%


     See footnotes beginning on page 16.


                                                        continues
































                                     - 12 -


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



                                              Three Months Ended
                                              December 31, 2000
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $26,739  $6,043   $1,431   $1,001
                                     ------   -----    -----      ---
     Pre-tax loss                     $(604)$(1,256)    $(78)    $(47)
     Income tax (benefit)              (386)   (373)     (48)      (4)
     Equity income/(loss) and
       minority interests               (36)      1       14      (64)
                                      -----   -----    -----      ---
     Net loss                         $(254)  $(882)    $(16)   $(107)
                                      =====   =====    =====      ===

     Net loss margin                   (0.9%) (14.6%)   (1.1%) (10.7%)
     Effective income tax rate         63.9%   29.7%    61.5%    8.5%


     LESS: Special Items (2)
     -------------------
     Total net sales and revenues     $(695)     $-       $-       $-
                                      -----   -----    -----      ---
     Pre-tax (loss)                 $(1,984)  $(619)      $-       $-
     Income tax (benefit)              (751)   (200)       -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net (loss)                     $(1,233)  $(419)      $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $27,434  $6,043   $1,431   $1,001
                                     ------   -----    -----    -----
     Pre-tax income/(loss)           $1,380   $(637)    $(78)    $(47)
     Income tax expense/(benefit)       365    (173)     (48)      (4)
     Equity income/(loss) and
       minority interests               (36)      1       14      (64)
                                      -----   -----    -----      ---
     Net income/(loss)                 $979   $(463)    $(16)   $(107)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.6%   (7.7%)   (1.1%) (10.7%)
     Effective income tax rate         26.4%   27.2%    61.5%    8.5%



     See footnotes beginning on page 16.


                                                             continues




















                                     - 13 -


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



                                              Three Months Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $29,142  $6,556  $ 1,261    $ 941
                                     ------   -----    -----      ---
     Pre-tax income/(loss)           $1,984     $37     $(42)    $(27)
     Income tax expense/(benefit)       676      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income/(loss)               $1,282     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.4%    0.5%     1.4%   (2.4%)
     Effective income tax rate         34.1%   32.4%   119.0%   (3.7%)


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

     Adjusted (1)
     --------
     Total net sales and revenues   $29,142  $6,556   $1,261     $941
                                     ------   -----    -----      ---
     Pre-tax income/(loss)           $1,569     $37     $(42)    $(27)
     Income tax expense/(benefit)       518      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income/(loss)               $1,025     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.5%    0.5%     1.4%   (2.4%)
     Effective income tax rate         33.0%   32.4%   119.0%   (3.7%)



     See footnotes beginning on page 16.


                                                                continues




















                                     - 14 -


     HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                        December 31,
                                    ---------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             597          704
                        Trucks           611          633
                                      ------       ------
         Total United States           1,208        1,337
       Canada and Mexico                 174          157
                                      ------       ------
           Total GM North America      1,382        1,494
                                      ------       ------
       GME                               445          497
       GMLAAM                            164          124
       GMAP                              113          109
                                      ------       ------
         Total International             722          730
                                      ------       ------
             Total Worldwide           2,104        2,224
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  185          202
                 - Trucks                383          427
       Pontiac                           127          132
       GMC                               117          134
       Buick                              83           89
       Oldsmobile                         64           70
       Saturn                             55           54
       Cadillac                           41           45
       Other                              11            8
                                      ------       ------
         Total United States           1,066        1,161
       Canada and Mexico                 167          171
                                      ------       ------
         Total GM North America        1,233        1,332
                                      ------       ------
       GME                               395          439
       GMLAAM                            161          135
       GMAP                              130          131
                                      ------       ------
         Total International             686          705
                                      ------       ------
             Total Worldwide           1,919        2,037
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           27.8%        27.9%
         Trucks                         26.9%        27.9%
           Total                        27.3%        27.9%
       Total North America              26.9%        27.5%
       Total Europe                      9.0%         9.7%
       Latin America (4)                20.8%        20.5%
       Asia and Pacific                  4.3%         4.3%
             Total Worldwide            14.7%        15.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.3%        28.1%
       % Fleet Sales - Trucks           12.4%        12.8%
       Total vehicles                   19.2%        20.2%
      ....................................................
     Days Supply of Inventory - U.S.
       Cars                              116           93
       Trucks                            132           85
      ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    86.8%        95.8%
      ....................................................
     GMNA
       Net Price (%)                    (1.7%)       (0.3%)
      ....................................................
     See footnotes beginning on page 16.
                                                continues



                                     - 15 -


     HIGHLIGHTS - Q4 Other Financial Information
     (Dollars in Millions)


                                      Three Months Ended
                                        December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Automotive, Comm. Services and
     Other Operations:
       Depreciation                   $1,404       $1,080
       Amortization of special tools     901          603
       Amortization of intangible
         assets                           99           69
                                      ------        -----
            Total                     $2,404       $1,752
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GMNA                              212          217
       GME                                89           91
       GMLAAM                             24           23
       GMAP                               11           10
       Hughes                              9           18
       GMAC                               28           28
       Other                              13           11
                                      ------       ------
         Total                           386          398
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,116      $5,503
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items.
     (2) Special items for fourth quarter 2000 are detailed on page 6.
     (3) Special items for fourth quarter 1999 are detailed on page 7.
     (4) Latin America excludes the Middle East and Africa.
     (5) The 1999 earnings per share and book value per share were adjusted to
         reflect the  three-for-one  stock split of the GM Class H common stock,
         in the form of a 200% stock dividend, paid on June 30, 2000.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.


























                                     - 16 -


     HIGHLIGHTS - Year-End Adjusted for Special Items
     (Dollars in Millions Except Per Share Amounts)


                                                     Year-Ended
                                                  December 31, 2000
                                               ---------------------
                                                 Net
                                                Income     EPS (A)
                                               ---------   ---------

     Reported                                   $4,452       $6.68

     Special Charges:
     Phase-out of Oldsmobile                      (939)      (1.59)
     GMNA Capacity Reduction                      (294)      (0.50)
     GME Capacity Reduction                       (419)      (0.71)
     Hughes Satellite System Gain                1,132        0.90
                                                 -----       -----

       Adjusted                                 $4,972       $8.58
                                                 =====       =====



                                                     Year-Ended
                                                  December 31, 1999
                                               ---------------------
                                                 Net
                                                Income(B)  EPS (A)
                                               ---------   ---------

     Reported                                   $5,576       $8.53

     Special Charges:
     Postemployment Benefits                       553        0.84
     Termination Benefits                          (90)      (0.14)
     Hourly Retiree Benefits                      (408)      (0.62)
     Hughes Wireless Business                     (165)      (0.17)
                                                 -----       -----

       Adjusted                                 $5,686       $8.62
                                                 =====       =====

      (A) GM $1-2/3 par value earnings per share attributable to common stock
          assuming dilution
      (B) Net income from continuing operations




























                                     - 17 -


     HIGHLIGHTS - List of Special Items-After Tax for Calendar Year
     Impact on Net Income
     (Dollars in Millions)

     During the fourth  quarter of calendar  year 2000,  GM made the  following
     announcements:
     - To phase out the Oldsmobile division as the current model lineup product
       lifecycles come to an end, or until the models are no longer economically
       viable.
     - To implement  the  previously  announced  actions to convert and reduce
       production at the following  plants:  Oklahoma  City, OK; Delta Engine,
       Lansing, MI; Spring Hill, TN; and Wilmington, DE.
     - To reduce  production  capacity at GME including the  restructuring  of
       Vauxhall Motors' manufacturing operations in the UK.
     - The   completion   of  the  sale  of  its  Hughes   satellite   systems
       manufacturing  businesses  to the Boeing  Company  for $3.8  billion in
       cash.

                            Year-Ended December 31, 2000
                        ------------------------------------
                                                               Total
                           GMNA               GME     Hughes    ACO
                  ------------------------   ------   ------  -------
                  Phase-out                           Satel.
                      of        Capacity     Capacity System
                  Oldsmobile    Reduction    Reduct.  Gain
                  ------------------------   ------   -----   -------
     Postemployment
       Benefits       $-       $(294)        $(108)      $-    $(402)
     Underperforming
       Assets       (356)          -          (231)       -     (587)
     Payments to
       Dealers and
       Others       (583)          -           (80)       -     (663)
                     ---         ---           ---      ---   ------
     Total
       Automotive   (939)       (294)         (419)       -   (1,652)
     Hughes Gain       -           -             -    1,132    1,132
                     ---         ---           ---    -----    -----
     Total         $(939)      $(294)        $(419)  $1,132    $(520)
                     ===         ===           ===    =====    =====

     Postemployment  benefits  represent  liabilities for termination and other
     postemployment  benefits  associated  with the  reductions  in  production
     capacity in GMNA and GME. The GMNA charge relates to  approximately  4,000
     U.S. employees at the four plants mentioned above. This action will reduce
     production capacity by approximately  376,000 engines per year and 127,000
     vehicles per year. The GME charge primarily relates to approximately 2,000
     employees at the Luton assembly plant.  This action will reduce production
     capacity by approximately 270,000 vehicles per year.

     Underperforming  assets  represent the  write-down of impaired  long-lived
     assets,  principally  tooling and equipment on operating leases,  recorded
     pursuant to GM's policy for the evaluation of long-lived assets.

     Payments to dealers and others represent transition  assistance to be paid
     to Oldsmobile dealers,  increased sales incentives on Oldsmobile vehicles,
     and cancellation  charges to be paid to suppliers  incurred as a result of
     certain GME restructuring actions.

     GM's net of tax  cash  requirements  relating  to the  above  GMNA and GME
     charges are expected to total approximately $1.2 billion, with anticipated
     spending of approximately 50% in 2001, 24% in 2002 and the remainder being
     spent thereafter.





                                     - 18 -


     HIGHLIGHTS - List of Special Items-After Tax for Calendar Year
     Impact on Net Income
     (Dollars in Millions)


                               Year-Ended December 31, 1999
                           ------------------------------------
                                               Total          Total
                       GMNA    Hughes  Other    ACO   GMAC    Corp.
                       ------  ------  -----   -----  -----   -----

     Postemployment
       Benefits        $553       $-      $-   $553     $-    $553
     Termination
       Benefits         (39)       -     (35)   (74)   (16)    (90)
     Hourly Retiree
       Benefits        (257)       -    (151)  (408)     -    (408)
     Hughes Wireless
       Business           -     (165)      -   (165)     -    (165)
                        ---      ---     ---    ---    ---     ---
     Total             $257    $(165)  $(186)  $(94)  $(16)  $(110)
                        ===      ===     ===    ===    ===     ===


     Postemployment benefits are related to the reversal of a liability for
     benefits payable to excess U.S. hourly employees.

     Termination benefits are related to a U.S. salaried early retirement
     program.  Approximately 1,700 (100 executives) people elected participation
     in this program.

     Hourly  Retiree  benefits are related to the benefit  increase  granted to
     hourly retirees in connection with the 1999 UAW agreement.

     The Hughes  Wireless  business  charge is related to Hughes'  decision  to
     discontinue  certain of its wireless  manufacturing  operations  at Hughes
     Network Systems.






























                                     - 19 -


     HIGHLIGHTS - Year-End Summary Financial Highlights


                                                      Year-Ended
                                                      December 31,
                                               ---------------------
                                                      Adjusted
                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                      $183.3    $176.6
                                                 -------   -------
     Consolidated net income
       (Dollars in millions)                      $4,972    $5,686(3)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $8.58     $8.62
       Class H                                    $(0.31)   $(0.12)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               11.1%      13.8%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.3      $14.4
     .............................................................


                                                 Net profit margins
                                                     Year-Ended
                                                     December 31,
                                                 --------------------
                                                       Adjusted
                                                   2000        1999
                                                 ---------  ---------

     GM North America (GMNA)                         3.9%       4.1%
     GM Europe (GME)                                (1.0%)      1.6%
     GM Latin America/Africa/Mid-East (GMLAAM)       0.5%      (1.7%)
     GM Asia/Pacific (GMAP)                         (6.5%)     (6.8%)

       Total GM Automotive (GMA)                     2.7%       3.2%

     Hughes                                         (3.5%)     (1.4%)

       Total Automotive, Communications
         Services, and Other Operations              2.1%       2.6%

     GMAC                                            6.8%       7.6%

     Consolidated net income                         2.7%       3.2%


     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was adjusted to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (2) Represents  total cash for  Automotive,  Communications  Services,  and
         Other Operations which includes cash and marketable  securities as well
         as $3.0 billion invested in short-term  fixed income  securities of the
         Corporation's Voluntary Employees' Beneficiary Association Trust.
     (3) Net income from continuing operations.













                                     - 20 -

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


                                           Year Ended
                                          December 31,
                             ----------------------------------------
                                         Adjusted           Adjusted
                               2000       2000(1)     1999   1999(1)
                             --------     -------   ------- --------
     Total net sales and
       revenues              $184,632   $183,292   $176,558  $176,558
                              -------    -------    -------   -------
     Income from continuing
       operations              $4,452     $4,972     $5,576    $5,686
     Income from
       discontinued operations      -          -        426       426
                               ------     ------     ------    ------
     Consolidated net income   $4,452     $4,972     $6,002    $6,112
     ...............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $3,957     $5,072     $5,592    $5,653
       Discontinued operations      -          -        426       426
                               ------     ------     ------    ------
       $1-2/3 par value        $3,957     $5,072     $6,018    $6,079
       Class H                   $385      $(210)      $(96)     $(47)
     ...............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $6.80      $8.72      $8.70     $8.79
       Discontinued operations      -          -       0.66      0.66
                               ------     ------     ------    ------
       $1-2/3 par value         $6.80      $8.72      $9.36     $9.45
       Class H (5)              $0.56     ($0.31)    $(0.26)   $(0.12)
     ...............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations    $6.68      $8.58      $8.53     $8.62
       Discontinued operations      -          -       0.65      0.65
                               ------     ------     ------    ------
       $1-2/3 par value         $6.68      $8.58      $9.18     $9.27
       Class H (5)              $0.55     $(0.31)    $(0.26)   $(0.12)
     ...............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $2.00                 $2.00
       Class H                     $-                    $-
     ...............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     2000         1999
                                   ---------    ---------
       $1-2/3 par value             $39.36       $27.02
       Class H (5)                   $7.87        $5.40
     ...............................................................

     See footnotes beginning on page 27.

                                                           continues











                                     - 21 -


<PAGE>



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


                                           Year Ended
                                       December 31, 2000
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $3,174    $(1,233)     $4,407
     GME                           (676)      (419)       (257)
     GMLAAM                          26          -          26
     GMAP                          (233)         -        (233)
                                  -----       ----       -----
       Total GMA                 $2,291    $(1,652)     $3,943
     Hughes  (6)                    829      1,132        (303)
     Other                         (281)         -        (281)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations        $2,839      $(520)     $3,359

     GMAC                        $1,602         $-      $1,602
     Other                           11          -          11
                                  -----       ----       -----
       Total Financing and
       Insurance Operations      $1,613         $-      $1,613
                                  -----       ----       -----
     Income from continuing
       operations                $4,452      $(520)     $4,972
                                  -----       ----       -----
     Consolidated Net Income     $4,452      $(520)     $4,972
                                  =====       ====       =====

     Net profit margin from
        Total GMA                   1.6%                   2.7%
        Income from continuing
          operations                2.4%                   2.7%



     See footnotes beginning on page 27.



                                                         continues


























                                     - 22 -


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


                                           Year Ended
                                       December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $4,857       $257      $4,600
     GME                            423          -         423
     GMLAAM                         (81)         -         (81)
     GMAP                          (218)         -        (218)
                                  -----       ----       -----
       Total GMA                 $4,981       $257      $4,724
     Hughes  (6)                   (270)      (165)       (105)
     Other                         (669)      (186)       (483)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations        $4,042       $(94)     $4,136

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

     Net profit margin from
        Total GMA                   3.4%                   3.2%
        Income from continuing
          operations                3.2%                   3.2%



     See footnotes beginning on page 27.



                                                           continues























                                     - 23 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)


                                                  Year Ended
                                              December 31, 2000
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $112,723 $25,358   $5,713   $3,606
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $4,464   $(894)   $(155)    $(21)
     Income tax expense/(benefit)     1,218    (209)    (122)      17
     Equity income/(loss) and
       minority interests               (72)      9       59     (195)
                                     ------   -----    -----      ---
     Net income/(loss)               $3,174   $(676)     $26    $(233)
                                     ======   =====    =====      ===

     Net profit/(loss) margin           2.8%   (2.7%)    0.5%   (6.5%)
     Effective income tax rate         27.3%   23.4%    78.7%  (81.0%)


     LESS: Special Items (2)
     -------------------
     Total net sales and revenues     $(695)     $-       $-       $-
                                      -----   -----    -----      ---
     Pre-tax (loss)                 $(1,984)  $(619)      $-       $-
     Income tax (benefit)              (751)   (200)       -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net (loss)                     $(1,233)  $(419)      $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues  $113,418 $25,358   $5,713   $3,606
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $6,448   $(275)   $(155)    $(21)
     Income tax expense/(benefit)     1,969      (9)    (122)      17
     Equity income/(loss) and
       minority interests               (72)      9       59     (195)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,407   $(257)     $26    $(233)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.9%   (1.0%)    0.5%   (6.5%)
     Effective income tax rate         30.5%    3.3%    78.7%  (81.0%)



     See footnotes beginning on page 27.


                                                             continues





















                                     - 24 -


     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)


                                                  Year Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $111,935 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $7,248    $642    $(266)    $(76)
     Income tax expense/(benefit)     2,361     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (30)      1       29     (149)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,857    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.3%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.6%   34.3%    58.6%    9.2%


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

     Adjusted (1)
     --------
     Total net sales and revenues  $111,935 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $6,833    $642    $(266)    $(76)
     Income tax expense/(benefit)     2,203     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (30)      1       29     (149)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,600    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.1%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.2%   34.3%    58.6%    9.2%



     See footnotes beginning on page 27.


                                                             continues





















                                     - 25 -


     HIGHLIGHTS - Year Ended Operating Information

                                         Year Ended
                                         December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,514        2,620
                        Trucks         2,517        2,587
                                      ------       ------
         Total United States           5,031        5,207
       Canada and Mexico                 744          667
                                      ------       ------
           Total GM North America      5,775        5,874
                                      ------       ------
       GME                             1,879        1,968
       GMLAAM                            634          523
       GMAP                              458          421
                                      ------       ------
         Total International           2,971        2,912
                                      ------       ------
             Total Worldwide           8,746        8,786
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  891          885
                 - Trucks              1,725        1,725
       Pontiac                           613          616
       GMC                               529          542
       Buick                             405          446
       Oldsmobile                        289          352
       Saturn                            272          233
       Cadillac                          189          179
       Other                              40           39
                                      ------       ------
         Total United States           4,953        5,017
       Canada and Mexico                 707          683
                                      ------       ------
         Total GM North America        5,660        5,700
                                      ------       ------
       GME                             1,855        1,970
       GMLAAM                            603          536
       GMAP                              473          468
                                      ------       ------
         Total International           2,931        2,974
                                      ------       ------
             Total Worldwide           8,591        8,674
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.6%        29.8%
         Trucks                         27.0%        27.8%
           Total                        27.8%        28.8%
       Total North America              27.5%        28.5%
       Total Europe                      9.3%         9.7%
       Latin America (4)                20.4%        19.9%
       Asia and Pacific                  3.7%         3.9%
             Total Worldwide            15.1%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.3%        26.4%
       % Fleet Sales - Trucks           14.8%        13.2%
       Total vehicles                   21.2%        20.0%
     .....................................................
     Days Supply of Inventory - U.S.
       Cars                              116           93
       Trucks                            132           85
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    89.4%        91.1%
      ....................................................
     GMNA
       Net Price (%)                    (0.7%)       (0.3%)
      ....................................................

     See footnotes beginning on page 27.
                                                 continues


                                     - 26 -

     HIGHLIGHTS - Year Ended Other Financial Information
     (Dollars in Millions)


                                          Year Ended
                                         December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Automotive, Comm. Services, and
     Other Operations:
       Depreciation                   $4,368       $4,155
       Amortization of special tools   2,753        2,492
       Amortization of intangible
         assets                          308          226
                                       -----        -----
            Total                     $7,429       $6,873
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $21,595     $21,827
     ....................................................

     (1) Adjusted amounts represent the reported amounts less the effects of
         special items.
     (2) Special items for 2000 are detailed on page 17.
     (3) Special items for 1999 are detailed on page 18.
     (4) Latin America excludes the Middle East and Africa.
     (5) The 1999  earnings per share and book value per share were  adjusted to
         reflect the  three-for-one  stock split of the GM Class H common stock,
         in the form of a 200% stock dividend, paid on June 30, 2000.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.







































                                     - 27 -



                             CONSOLIDATED STATEMENTS OF INCOME

                                              Three Months Ended December 31,
                                              -------------------------------
                                                 2000                 1999
                                                 ----                 ----
                                                (Dollars in Millions Except
                                                    Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues                  $46,341              $46,262
                                              -------               ------
Cost of sales and other expenses               36,776               36,447
Selling, general, and administrative expenses   6,648                5,884
Interest expense                                2,486                2,126
                                               ------               ------
  Total costs and expenses                     45,910               44,457
                                               ------               ------
Income from continuing operations
  before income taxes
  and minority interests                          431                1,805
Income tax expense                                245                  580
Equity income/(loss) and minority interests       (97)                 (80)
                                                -----                -----
Income from continuing operations                  89                1,145
Income (loss) from discontinued operations          -                    -
                                                -----                -----
  Net income                                       89                1,145
Dividends on preference stocks                    (27)                 (29)
                                                -----               ------
  Earnings attributable to common stocks          $62               $1,116
                                                   ==                =====

Basic earnings (losses) per share attributable to
  common stocks
$1-2/3 par value
  Continuing operations                        $(1.14)               $1.90
  Discontinued operations                           -                    -
                                               ------               ------
Earnings per share attributable
  to $1-2/3 par value                          $(1.14)               $1.90
                                               ======                 ====
Earnings per share attributable to Class H      $0.80               $(0.19)
                                                 ====                 ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations                        $(1.16)               $1.86
  Discontinued operations                           -                    -
                                               ------               ------
Earnings per share attributable
  to $1-2/3 par value                          $(1.16)               $1.86
                                                 ====                 ====
Earnings per share attributable to Class H      $0.76               $(0.19)
                                                 ====                 ====





























                                     - 28 -


<PAGE>




                  CONSOLIDATED STATEMENTS OF INCOME - continued

                                                      Three Months Ended
                                                         December 31,
                                              --------------------------------
                                                 2000                 1999
                                                 ----                ----
                                                     (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues                  $39,960              $40,921
                                               ------               ------
Cost of sales and other expenses               34,895               34,707
Selling, general, and administrative expenses   4,942                4,676
                                               ------               ------
  Total costs and expenses                     39,837               39,383
                                               ------               ------
Interest expense                                  167                  231
Net expense from transactions with
  Financing and Insurance Operations              174                   63
                                               ------               ------
(Loss) Income from continuing
  operations before income
  taxes and minority interests                   (218)               1,244
Income tax expense                                 10                  368
Equity income/(loss) and minority interests       (92)                 (77)
                                                -----                -----
(Loss) income from continuing operations         (320)                 799
Income (loss) from discontinued operations          -                    -
                                                -----                -----
  Net (loss) income - Automotive, Communications
    Services, and Other Operations              $(320)                $799
                                                =====                  ===


                                                      Three Months Ended
                                                          December 31,
                                               --------------------------------
                                                 2000                 1999
                                                 ----                 ----
                                                     (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                                 $6,381               $5,341
                                                -----                -----

Interest expense                                2,319                1,895
Depreciation and amortization expense           1,502                1,527
Operating and other expenses                    1,658                1,166
Provisions for financing and insurance losses     427                  255
                                                 ----                -----
  Total costs and expenses                      5,906                4,843
                                                -----                -----
Net income from transactions
  with Automotive,
  Communications Services,
  and Other Operations                           (174)                 (63)
                                                -----                 ----
Income before income taxes
  and minority interests                          649                  561
Income tax expense                                235                  212
Equity income/(loss) and minority interests        (5)                  (3)
                                                -----                 ----
  Net income - Financing and
    Insurance Operations                         $409                 $346
                                                  ===                  ===




















                                           - 29 -

                  CONSOLIDATED STATEMENTS OF INCOME - continued

                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                               (Dollars in Millions Except
                                                     Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues              $184,632      $176,558      $155,445
                                           -------       -------       -------
Cost of sales and other expenses           145,664       140,708       127,785
Selling, general, and administrative
  expenses                                  22,252        19,053        16,087
Interest expense                             9,552         7,750         6,629
                                           -------       -------       -------
  Total costs and expenses                 177,468       167,511       150,501
                                           -------       -------       -------
Income from continuing operations
  before income taxes
  and minority interests                     7,164         9,047         4,944
Income tax expense                           2,393         3,118         1,636
Equity income/(loss) and minority interests   (319)         (353)         (259)
                                            ------        ------       -------
Income from continuing operations            4,452         5,576         3,049
Income (loss) from discontinued operations       -           426           (93)
                                            ------        ------       -------
  Net income                                 4,452         6,002         2,956
Dividends on preference stocks                (110)          (80)          (63)
                                            ------       -------       -------
  Earnings attributable to common stocks    $4,342        $5,922        $2,893
                                             =====         =====         =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value
  Continuing operations                      $6.80         $8.70         $4.40
  Discontinued operations                        -          0.66         (0.14)
                                             -----          ----          ----
Earnings per share attributable
  to $1-2/3 par value                        $6.80         $9.36         $4.26
                                              ====          ====          ====
Earnings per share attributable to Class H   $0.56        $(0.26)        $0.23
                                              ====          ====          ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations                      $6.68         $8.53         $4.32
  Discontinued operations                        -          0.65         (0.14)
                                              ----          ----          ----
Earnings per share attributable
  to $1-2/3 par value                        $6.68         $9.18         $4.18
                                              ====          ====          ====
Earnings per share attributable to Class H   $0.55        $(0.26)        $0.23
                                              ====          ====          ====































                                           - 30 -



                  CONSOLIDATED STATEMENTS OF INCOME - concluded

                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                                   (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues              $160,627      $156,107      $137,161
                                           -------       -------       -------
Cost of sales and other expenses           138,303       134,111       121,491
Selling, general, and administrative
  expenses                                  16,246        14,324        11,918
                                           -------       -------       -------
  Total costs and expenses                 154,549       148,435       133,409
                                           -------       -------       -------
Interest expense                               815           828           786
Net expense from transactions with
  Financing and Insurance Operations           682           308            82
                                            ------        ------       -------
Income from continuing
  operations before income
  taxes and minority interests               4,581         6,536         2,884
Income tax expense                           1,443         2,167         1,018
Equity income/(loss) and
  minority interests                          (299)         (327)         (239)
                                             -----         -----         -----
Income from continuing operations            2,839         4,042         1,627
Income (loss) from discontinued operations       -           426           (93)
                                             -----         -----         -----
  Net income - Automotive, Communications
    Services, and Other Operations          $2,839        $4,468        $1,534
                                             =====         =====         =====


                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                                   (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                             $24,005       $20,451       $18,284
                                            ------        ------        ------

Interest expense                             8,737         6,922         5,843
Depreciation and amortization expense        5,982         5,445         4,920
Operating and other expenses                 5,805         4,595         4,067
Provisions for financing and
  insurance losses                           1,580         1,286         1,476
                                            ------        ------        ------
  Total costs and expenses                  22,104        18,248        16,306
                                            ------        ------        ------
Net income from transactions with
  Automotive, Communications Services,
  and Other Operations                        (682)         (308)          (82)
                                            ------        ------        ------
Income before income taxes
  and minority interests                     2,583         2,511         2,060
Income tax expense                             950           951           618
Equity income/(loss) and minority interests    (20)          (26)          (20)
                                            ------        ------        ------
  Net income - Financing and Insurance
    Operations                              $1,613        $1,534        $1,422
                                             =====         =====         =====























                                     - 31 -



                           CONSOLIDATED BALANCE SHEETS
                                                               December 31,
GENERAL MOTORS CORPORATION AND SUBSIDIARIES                2000          1999
                                                           ----          ----
                        ASSETS                           (Dollars in Millions)

Automotive, Communications Services, and Other Operations
Cash and cash equivalents                                $9,119        $9,730
Marketable securities                                     1,161         1,698
                                                        -------       -------
  Total cash and marketable securities                   10,280        11,428
Accounts and notes receivable (less allowances)           5,835         5,093
Inventories (less allowances)                            10,945        10,638
Equipment on operating leases (less accumulated
  depreciation)                                           5,699         5,744
Deferred income taxes and other current assets            8,388         9,006
                                                        -------       -------
  Total current assets                                   41,147        41,909
Equity in net assets of nonconsolidated associates        3,410         1,711
Property - net                                           33,977        32,779
Intangible assets - net                                   7,622         8,527
Deferred income taxes                                    14,870        15,277
Other assets                                             32,243        25,358
                                                        -------       -------
  Total Automotive, Communications Services, and
    Other Operations assets                             133,269       125,561
Financing and Insurance Operations
Cash and cash equivalents                                 1,165           712
Investments in securities                                 9,595         9,110
Finance receivables - net                                92,415        80,627
Investment in leases and other receivables               36,752        36,407
Other assets                                             27,846        21,312
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                                    1,971         1,001
                                                        -------       -------
  Total Financing and Insurance Operations assets       169,744       149,169
                                                        -------       -------
Total assets                                           $303,013      $274,730
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Automotive, Communications Services, and Other Operations
Accounts payable (principally trade)                    $18,309       $17,254
Loans payable                                             2,208         1,991
Accrued expenses                                         33,252        32,854
Net payable to Financing and Insurance Operations         1,971         1,001
                                                         ------       -------
  Total current liabilities                              55,740        53,100
Long-term debt                                            7,410         7,415
Postretirement benefits other than pensions              34,306        34,166
Pensions                                                  3,480         3,339
Other liabilities and deferred income taxes              15,768        17,426
                                                        -------       -------
  Total Automotive, Communications Services,
    and Other Operations liabilities                    116,704       115,446
Financing and Insurance Operations
Accounts payable                                          8,169         4,262
Debt                                                    134,284       122,282
Other liabilities and deferred income taxes              12,922        11,282
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  155,375       137,826
Minority interests                                          707           596
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary
  trusts holding solely junior subordinated
  debentures of General Motors
    Series D                                                  -            79
    Series G                                                139           139
Stockholders' equity
$1-2/3 par value common stock (issued, 548,148,622
  and 619,412,233 shares)                                   914         1,033
Class H common stock (issued, 875,286,559 and
  411,345,561 shares)                                        88            14
Capital surplus (principally additional
  paid-in capital)                                       21,020        13,794
Retained earnings                                        10,119         6,961
                                                         ------       -------
    Subtotal                                             32,141        21,802
Accumulated foreign currency translation adjustments     (2,589)       (2,033)
Net unrealized gains on securities                          581           996
Minimum pension liability adjustment                        (45)         (121)
                                                     ----------     ---------
    Accumulated other comprehensive loss                 (2,053)       (1,158)
                                                       --------      --------
      Total stockholders' equity                         30,088        20,644
                                                       --------      --------
Total liabilities and stockholders' equity             $303,013      $274,730
                                                        =======       =======




                                     - 32 -


<PAGE>

<TABLE>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                   For The Years Ended December 31,
                                      ------------------------------------------------------------------------------------------
                                                  2000                          1999                              1998
                                      ------------------------------------------------------------------------------------------
                                      Automotive,      Financing      Automotive,      Financing      Automotive,      Financing
                                      Comm.Serv.,         and         Comm.Serv.,        and          Comm.Serv.,         and
                                      and Other        Insurance      and Other        Insurance      and Other        Insurance
                                      -----------      ---------      -----------      ---------      -----------      ---------
Cash flows from operating activities                                    (Dollars in Millions)
<S>                                      <C>             <C>            <C>              <C>            <C>              <C>
Income from continuing operations        $2,839          $1,613         $4,042           $1,534         $1,627           $1,422
Adjustments to reconcile income
  from continuing operations to net
  cash provided by operating activities
   Depreciation and amortization
     expenses                             7,429           5,982          6,873            5,445          6,227            4,920
   Postretirement benefits
     other than pensions,
     net of payments and
     VEBA contributions                     772              27         (1,057)              21            157               31
   Pension expense, net of contributions    128               -           (808)               -            223                -
   Originations and purchases of
     mortgage loans                           -         (51,202)             -          (53,006)             -          (54,433)
   Proceeds on sales of mortgage loans        -          51,444              -           55,777              -           51,582
   Originations and purchases of
     mortgage securities                      -          (1,571)             -           (1,309)             -           (2,237)
   Proceeds on sales of mortgage
     securities                               -             994              -            1,545              -              849
   Change in other investments and
     miscellaneous assets                 1,154          (1,692)           522             (127)          (162)             932
   Change in other operating assets
     and liabilities                        724           3,257          7,523              (23)            90            1,468
   Other                                 (2,175)            780           (951)             944            581            1,066
                                         ------           -----         ------           ------          -----            -----
Net cash provided by operating
  activities                              10,871          9,632         16,144           10,801          8,743            5,600
                                         ------           -----         ------           ------          -----            -----

Cash flows from investing activities
Expenditures for property                (9,200)           (522)        (7,061)            (323)        (7,952)            (279)
Investments in marketable securities
  - acquisitions                         (2,520)        (24,599)        (4,149)         (21,257)       (13,010)         (21,152)
Investments in marketable securities
  - liquidations                          3,056          24,113          2,886           20,593         16,272           21,688
Mortgage servicing rights
  - acquisitions                              -          (1,096)             -           (1,424)             -           (1,862)
Mortgage servicing rights
  - liquidations                              -              12              -               35              -               80
Finance receivables - acquisitions            -        (214,666)             -         (186,379)             -         (155,613)
Finance receivables - liquidations            -         143,242              -          130,293              -          114,662
Proceeds from sales of finance
  receivables                                 -          58,369              -           48,178              -           27,681
Operating leases - acquisitions          (6,709)        (15,174)        (6,415)         (16,750)        (6,397)         (17,128)
Operating leases - liquidations           6,149           9,844          4,243            7,836          5,609            9,777
Investments in companies,
  net of cash acquired                   (4,302)         (2,077)        (2,706)          (2,402)          (971)            (173)
Net investing activity with Financing
  and Insurance Operations               (1,069)              -             75                -            338                -
Other                                     3,282              94           (924)             732           (889)            (242)
                                         ------          ------        -------           ------         ------          -------
Net cash used in investing
  activities                            (11,313)        (22,460)       (14,051)         (20,868)        (7,000)         (22,561)
                                         ------          ------         ------           ------          -----          -------

Cash flows from financing activities
Net increase (decrease) in
  loans payable                             142           6,970            140           (2,500)           (94)           8,280
Long-term debt - borrowings               5,279          22,414          9,090           26,471          2,937           21,098
Long-term debt - repayments              (6,196)        (16,196)        (8,281)         (13,078)        (1,492)         (11,377)
Net financing activity with Automotive,
  Communications  Services, and
  Other Operations                            -           1,069              -              (75)             -             (338)
Repurchases of common and
  preference stocks                      (1,613)              -         (3,870)               -         (3,089)               -
Proceeds from issuing common and
  preference stocks                       2,792               -          2,090                -            343                -
Cash dividends paid to stockholders      (1,294)              -         (1,367)               -         (1,388)               -
                                          -----          ------          -----           ------          -----           ------
Net cash (used in) provided by
  financing activities                     (890)         14,257         (2,198)          10,818         (2,783)          17,663
                                            ---          ------          -----           ------          -----           ------

Effect of exchange rate changes on
  cash and cash equivalents                (249)             (6)          (206)               -            315                2
Net transactions with Automotive
  /Financing Operations                     970            (970)           185             (185)         1,135           (1,135)
                                            ---             ---            ---             ----          -----            -----
Net cash (used in) provided by
  continuing operations                    (611)            453           (126)             566            410             (431)
Net cash provided by (used in)
  discontinued  operations                    -               -            128                -           (378)               -
                                            ---             ---            ---             ----            ---            -----
Net increase (decrease) in cash
  and cash equivalents                     (611)            453              2              566             32             (431)
Cash and cash equivalents at
  beginning of the year                   9,730             712          9,728              146          9,696              577
                                          -----           -----          -----              ---          -----              ---
Cash and cash equivalents at
  end of the year                        $9,119          $1,165         $9,730             $712         $9,728             $146
                                          =====           =====          =====              ===          =====              ===
</TABLE>



                                  * * * * * * *




                                     - 33 -


                        HUGHES Reports 21-Percent Revenue
                          Growth In Fourth Quarter 2000

         A Record 1 Million Gross New U.S. Customers Purchase DIRECTV(R)
                           Systems During the Quarter

      El Segundo,  Calif.,  January 16, 2001 -- HUGHES Electronics  Corporation,
the world's  leading  provider of digital  television  entertainment,  satellite
services and  satellite-based  private business networks,  today reported fourth
quarter  2000  revenues  increased  21.3% to  $2,059.0  million,  compared  with
$1,698.0  million  in the  fourth  quarter of 1999.  EBITDA(1)  for the  quarter
increased to $153.8 million and EBITDA margin(1) was 7.5%, compared to an EBITDA
loss of $173.0 million in the fourth quarter of 1999.

      "Our growth continues to be driven by unprecedented demand for the DIRECTV
service in both the United  States and Latin  America,"  said  Michael T. Smith,
HUGHES chairman and chief executive  officer.  "In fact, on a gross basis,  more
than 1 million new customers  bought DIRECTV systems in the United States during
the quarter--a clear indication that demand for DIRECTV continues to be strong."

      As a  result  of this  continued  strong  demand,  DIRECTV  added a record
527,000  net  subscribers  in the United  States in the  quarter.  In  addition,
DIRECTV ended the quarter with a unique  backlog--supplementary to the company's
normal pending  accounts--of  more than 110,000  customers who purchased DIRECTV
systems and scheduled a  professional  installation.  Installation  capacity was
impeded  by the worst  weather in years for many  parts of the  country  and the
record demand for multi-receiver  DIRECTV systems,  which require  significantly
more time for installation.

      "With the addition of over 3.4 million gross subscribers in 2000,  DIRECTV
achieved its strongest  annual growth in history,"  Smith  continued.  "And this
year, we will continue to fuel growth with new product introductions,  including
DIRECTV with UltimateTV,  the DIRECTV/AOLTV receiver,  DIRECTV BROADBAND Powered
by DirecPC and a bundled  DIRECTV/Telocity  high-speed Internet DSL offering. We
will  be  the  only   provider  in  the  country  to  offer  these   combination
television/Internet  services,  and we are  confident  they will  resonate  with
consumers and add to our ability to retain customers."

      EBITDA for the quarter  increased to $153.8  million and EBITDA margin was
7.5%,  compared  to an EBITDA  loss of $173.0  million in the fourth  quarter of
1999. The 1999 EBITDA loss included a one-time  fourth quarter pre-tax charge of
$272  million  related to the  discontinuation  of certain  narrowband  wireless
businesses at HUGHES  Network  Systems  (HNS).  Excluding  the wireless  charge,
EBITDA  increased  55.4% from $99.0 million in the fourth quarter of 1999.  This
increase was  principally  due to one-time  favorable  adjustments  to corporate
expenditures  primarily  related to pension and other employee costs, and higher
EBITDA at DIRECTV U.S.  generated  principally from its larger  subscriber base.
These were partially  offset by increased  investments in new businesses such as
Hughes Network Systems's DirecPC(R) business and PanAmSat's Net-36(TM) broadband
Internet initiative.

      HUGHES had fourth quarter 2000 earnings(2) of $1,058.8  million,  compared
to a loss(2) of $226.7  million in the same period for 1999.  The  increase  was
primarily  due to a one-time  fourth  quarter  2000  after-tax  gain of $1,132.3
million related to the sale of HUGHES'  satellite  manufacturing  businesses and
the aforementioned increases in EBITDA. These were partially offset by increased
depreciation and amortization  expense resulting from the mid-1999 United States
Satellite  Broadcasting  (USSB) and  Primestar  transactions,  and the  expanded
PanAmSat  satellite  fleet,  as well  as  lower  equity  losses  related  to the
discontinuation of the DIRECTV Japan business.


                                     - 34 -

                         Full-Year 2000 Financial review

      Year-end 2000 revenues  increased 31.1% to $7,287.6  million,  compared to
$5,560.3  million in 1999.  This increase was primarily due to continued  record
subscriber growth at DIRECTV in the United States and Latin America,  additional
revenues resulting from the USSB and Primestar transactions, and higher outright
sales and sales-type leases of transponders at PanAmSat.

      EBITDA for the year more than doubled to $594.0  million and EBITDA margin
was 8.2%,  compared  to EBITDA of $264.4  million  and EBITDA  margin of 4.8% in
1999.  The increase in EBITDA was  primarily  attributable  to the 1999 wireless
charge.  Excluding the charge,  EBITDA  increased  10.7% from $536.4  million in
1999.  This  increase was primarily due to lower  corporate  expenses  primarily
related to pension  and other  employee  costs,  and higher  outright  sales and
sales-type  leases of transponders at PanAmSat.  These were partially  offset by
increased investments in DirecPC and Spaceway(TM), and higher marketing expenses
associated with the record subscriber growth at DIRECTV Latin America.

      Earnings(2)  for 2000  totaled  $829.9  million,  compared to a loss(2) of
$270.3 million in 1999.  The increase was primarily due to the $1,132.3  million
after-tax  gain  resulting  from the  sale of  HUGHES'  satellite  manufacturing
businesses and the  previously  discussed  increase in EBITDA.  These gains were
partially offset by increased  depreciation and amortization  resulting from the
mid-1999 USSB and Primestar  transactions  and the expanded  PanAmSat  satellite
fleet, and higher net interest  expense.  Additionally,  in the first quarter of
2000,  Hughes  booked a one-time  pre-tax  charge of $171  million  (reported in
"Other, net") related to its agreement with SkyPerfecTV! and the discontinuation
of the DIRECTV Japan business. The after-tax impact of this charge was a loss of
$13 million,  which includes the tax benefits  associated  with the write-off of
Hughes' historical investments in DIRECTV Japan.

                            Segment Financial Review
                               Fourth Quarter 2000

                            Direct-To-Home Broadcast

      Fourth  quarter  revenues  for the  segment  increased  25.3% to  $1,520.5
million from  $1,213.6  million in the fourth  quarter of 1999.  The segment had
EBITDA of $16.4 million  compared  with negative  EBITDA of $23.6 million in the
fourth quarter of 1999.

      United States: DIRECTV reported that quarterly revenues grew 23% to $1,351
million, compared with revenues of $1,100 million in the fourth quarter of 1999.
The increase was principally due to the continued strong subscriber growth.

      DIRECTV added a record 527,000 net  subscribers to its DIRECTV  service in
the quarter versus 515,000 net subscribers  added in the fourth quarter of 1999.
In the fourth  quarter  2000,  DIRECTV  also had a backlog of more than  110,000
additional   customers   who  purchased   DIRECTV   equipment  and  scheduled  a
professional  installation  through  the DIRECTV  Home  Services  Network.  This
backlog was in addition to DIRECTV's  normal  pending  accounts.  The  unusually
large  backlog  resulted  from severe winter storms in many parts of the country
and the particularly  strong demand for DIRECTV systems with two or more set-top
boxes, which require significantly more time for installation.

      For the  full-year,  DIRECTV  had its best year ever  with  1,834,000  net
high-power  subscriber  additions in 2000, a 14% improvement  over the 1,606,000
net subscribers  added in 1999. As of December 31, 2000,  DIRECTV had a total of
9.5 million subscribers in the United States.

      EBITDA for the fourth  quarter of 2000 more than  doubled to $59  million,
compared to EBITDA of $27 million in the previous  year's fourth  quarter.  This
improvement  resulted from the higher EBITDA attained from the larger subscriber
base,  which more than offset the higher  marketing  costs  associated  with the
record subscriber growth in the quarter.

      Latin  America:  DIRECTV Latin America  generated $169 million in revenues
for the quarter,  up 66% over the $102 million reported in the fourth quarter of
1999. This increase was due to continued strong subscriber growth.





                                     - 35 -

      DIRECTV Latin America added a record 168,000 net subscribers in the fourth
quarter of 2000,  a 24%  increase  over the 136,000  acquired in the same period
last year. In 2000--DIRECTV's best year ever in Latin America--the service added
501,000 net  subscribers  (57% greater than 1999),  bringing the total number of
subscribers in Latin America to 1,305,000 as of December 31, 2000.

      DIRECTV  Latin  America had an EBITDA  loss of $43  million  compared to a
similar  EBITDA loss of $42  million  for the same  period in 1999.  The minimal
change  was  primarily  a result of the fact  that the  higher  marketing  costs
associated with the record subscriber growth were mostly offset by the increased
EBITDA generated by the larger subscriber base.

                               Satellite Services

      PanAmSat,  which is 81% owned by HUGHES,  generated  fourth  quarter  2000
revenues of $202.9  million  compared  with $206.0  million in the prior  year's
period. This decline is mostly due to customer  conversions from operating lease
agreements to new sales-type lease agreements in 2000.

      PanAmSat's  fourth  quarter  2000  EBITDA was $136.1  million  compared to
$152.9  million  in last  year's  fourth  quarter.  EBITDA  margin in the fourth
quarter of 2000 was 67.1%  compared to 74.2% in the same  period last year.  The
decrease in EBITDA and EBITDA  margin was primarily due to an increase in direct
operating and selling,  general and  administrative  (SG&A) costs resulting from
the company's  continued fleet  expansion,  and increased  investment in the new
NET-36 broadband Internet initiative.

      As of December 31, 2000,  PanAmSat had contracts  for  satellite  services
representing future payments (backlog) of approximately $6.0 billion compared to
approximately  $5.8 billion in the third  quarter of 2000.  The increase was due
primarily  to new  contracts  with the  MultiChoice  direct-to-home  platform in
Southern Africa,  HNS's DirecPC business,  Digital Choice and the Lifetime Cable
Network.

                                 Network Systems

      Hughes  Network  Systems'  (HNS) fourth  quarter 2000 revenues were $389.5
million, compared to $386.5 million in the same period last year.

      HNS had a fourth quarter 2000 EBITDA loss of $34.3 million, compared to an
EBITDA  loss of $237.2  million  in the fourth  quarter of 1999.  The change was
largely due to the  effects of the $272  million  fourth  quarter of 1999 charge
related to the  discontinuation  of certain HNS wireless  businesses.  Excluding
this charge, HNS had EBITDA of $34.8 million in the fourth quarter of 1999. This
decline  in EBITDA is  primarily  attributable  to the  elimination  of  DIRECTV
equipment subsidies from DIRECTV and increased investment in DirecPC.

      HNS ended 2000 with a backlog of more than $500 million in its  Enterprise
business,  an increase of 24% over 1999.  This increase was due primarily to the
addition of contracts with customers including  Albertsons,  Jack in the Box, BP
Amoco Pipeline, Donato's and Outback Steakhouse.

      In its Consumer  businesses,  HNS shipped 680,000 DIRECTV receiver systems
in the fourth quarter of 2000, bringing its total number of receivers shipped to
more than 6 million.  In the fourth quarter of 1999, HNS shipped 715,000 DIRECTV
receiver  systems.  This  decline  was due to the  completion  of the  Primestar
conversion  process in the third  quarter  2000.  Also in the fourth  quarter of
2000, DirecPC launched the AOL Plus Powered By DirecPC service,  signed "Powered
By" distribution agreements with Earthlink and DIRECTV, and began delivering its
two-way via  satellite  Internet  access  equipment.  As of December  31,  2000,
DirecPC served more than 50,000 consumers in the United States.

                                  BALANCE SHEET

      From December 31, 1999 to December 31, 2000,  the  Company's  consolidated
cash  balance  increased  $1,269.9  million to  $1,508.1  million and total debt
decreased $824.8 million to $1,316.6  million.  The changes were principally due
to the receipt of approximately $3.1 billion in after-tax proceeds from the sale
of HUGHES'  satellite  manufacturing  businesses to The Boeing Company partially
offset by cash  requirements  for the year related to capital  expenditures  for
property, plant, equipment and satellites, and reduction of corporate debt.


                                      - 36 -

      HUGHES  Electronics  Corporation is a unit of General Motors  Corporation.
The earnings of HUGHES are used to calculate the earnings per share attributable
to the General Motors Class H common stock (NYSE:GMH).

      A live  webcast of  HUGHES'  fourth  quarter  2000  earnings  call will be
available at the  company's  website at  www.HUGHES.com.  The call will begin at
2:00 p.m. ET, today. Investors are advised to allow 15 minutes prior to the call
to register and download any necessary software. Following the completion of the
call,  the webcast  will be archived on the  Investor  Relations  portion of the
HUGHES website for at least one week. Hughes invites reporters to participate in
a listen-only mode on its fourth quarter 2000 analyst call at 2 p.m. ET Tuesday,
January 16, 2001. The dial-in number is 719-457-2634 and the  confirmation  code
is 585273.

      NOTE: HUGHES Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of HUGHES to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and HUGHES.

---------------------
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin is calculated by dividing EBITDA by total  revenues.
(2) Equals reported Net Income  (Loss)  excluding  the  effects of purchase
accounting adjustments related to General Motors' acquisition of HUGHES in 1985.



                                       ###




































                                     - 37 -
<TABLE>


STATEMENT OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
<CAPTION>
                                                    Three Months
                                                        Ended               Year
                                                     December 31,     Ended December 31,
                                                   -----------------  -------------------
                                                    2000      1999     2000       1999
-----------------------------------------------------------------------------------------
Revenues
<S>                                               <C>      <C>       <C>        <C>
Direct broadcast, leasing and other services      $1,738.9 $1,403.8  $6,262.2   $4,550.8
Product sales                                        320.1    294.2   1,025.4    1,009.5
-----------------------------------------------------------------------------------------
Total Revenues                                     2,059.0  1,698.0   7,287.6    5,560.3
-----------------------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other costs                776.9    664.6   2,812.8    2,039.0
Cost of products sold                                251.1    349.8     815.1      961.6
Selling, general and administrative expenses         877.2    856.6   3,065.7    2,295.3
Depreciation and amortization                        275.0    198.8     948.1      678.9
-----------------------------------------------------------------------------------------
Total Operating Costs and Expenses                 2,180.2  2,069.8   7,641.7    5,974.8
-----------------------------------------------------------------------------------------

Operating Loss                                      (121.2)  (371.8)   (354.1)    (414.5)

Interest income                                       34.0      6.2      49.3       27.0
Interest expense                                     (49.0)   (51.7)   (218.2)    (122.7)
Other, net                                             1.8    (53.5)   (292.6)    (149.8)
-----------------------------------------------------------------------------------------
Loss From Continuing Operations
  Before Income Taxes
  and Minority Interests                            (134.4)  (470.8)   (815.6)    (660.0)

Income tax benefit                                   (51.7)  (177.2)   (406.1)    (236.9)
Minority interests in net losses
  of subsidiaries                                     22.4      9.9      54.1       32.0
-----------------------------------------------------------------------------------------

Loss from continuing operations                      (60.3)  (283.7)   (355.4)    (391.1)

Income (Loss) from discontinued operations,
  net of taxes                                       (14.2)    51.9      36.1       99.8
Gain on sale of discontinued operations,
  net of taxes                                     1,132.3        -   1,132.3          -
-----------------------------------------------------------------------------------------

Net Income (Loss)                                  1,057.8   (231.8)    813.0     (291.3)

Adjustments to exclude the effect of GM purchase
  accounting adjustments                               1.0      5.1      16.9       21.0
-----------------------------------------------------------------------------------------

Earnings (Loss) Excluding the Effect of GM
  Purchase Accounting Adjustments                  1,058.8   (226.7)    829.9     (270.3)

Preferred stock dividends                            (24.1)   (24.6)    (97.0)     (50.9)
-----------------------------------------------------------------------------------------

Earnings (Loss) Used for Computation of Available
  Separate Consolidated Net Income (Loss)         $1,034.7  $(251.3)   $732.9    $(321.2)
=========================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
  Common Stock outstanding (in millions)
  (Numerator)                                        874.9    408.9     681.2      374.1
Average Class H dividend base (in millions)
  (Denominator)                                    1,298.7  1,290.3   1,297.0    1,255.5
Available Separate Consolidated Net Income (Loss)   $697.1   $(79.6)   $384.9     $(95.7)
=========================================================================================
Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

</TABLE>

                                     - 38 -




BALANCE SHEET
(Dollars in Millions)                             December 31,
                                                      2000        December 31,
ASSETS                                            (Unaudited)         1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                           $1,508.1          $238.2
Accounts and notes receivable                        1,253.0           960.9
Contracts in process                                   186.0           155.8
Inventories                                            338.0           236.1
Net assets of discontinued operations                      -         1,224.6
Deferred income taxes                                   89.9           254.3
Prepaid expenses and other                             778.7           788.1
-------------------------------------------------------------------------------
Total Current Assets                                 4,153.7         3,858.0
Satellites, net                                      4,230.0         3,907.3
Property, net                                        1,707.8         1,223.0
Net Investment in Sales-type Leases                    221.1           146.1
Intangible Assets, net                               7,151.3         7,406.0
Investments and Other Assets                         1,815.4         2,056.6
-------------------------------------------------------------------------------

Total Assets                                       $19,279.3       $18,597.0
===============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------------------------------------------------
Current Liabilities
Accounts payable                                    $1,224.2        $1,062.2
Deferred revenues                                      137.6           130.5
Short-term borrowings and current portion of            24.6           555.4
Accrued liabilities and other                        1,304.5           894.0
-------------------------------------------------------------------------------

Total Current Liabilities                            2,690.9         2,642.1
Long-Term Debt                                       1,292.0         1,586.0
Other Liabilities and Deferred Credits               1,647.3         1,454.2
Deferred Income Taxes                                  769.3           689.1
Commitments and Contingencies
Minority Interests                                     553.7           544.3
Stockholder's Equity                                12,326.1        11,681.3
-------------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity         $19,279.3       $18,597.0
===============================================================================

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).


                                     - 39 -

<TABLE>


    SELECTED SEGMENT DATA
    (Dollars in Millions)
    (Unaudited)

<CAPTION>
                                       Three Months Ended                  Year
                                          December 31,              Ended December 31,
                                       ---------------------        --------------------
                                        2000         1999            2000        1999
    ------------------------------------------------------------------------------------
    DIRECT-TO-HOME BROADCAST
<S>                                  <C>          <C>            <C>          <C>
    Total Revenues                   $ 1,520.5    $ 1,213.6      $ 5,238.0    $ 3,785.0
    EBITDA (1)                       $    16.4    $   (23.6)      $  (24.5)   $    22.4
    Operating Loss                   $  (147.0)   $  (131.4)      $ (557.9)   $  (289.6)
    Depreciation and Amortization    $   163.4    $   107.8       $  533.4    $   312.0
    Capital Expenditures (2)         $   264.4    $   263.5       $  913.5    $   516.9

    ------------------------------------------------------------------------------------
    SATELLITE SERVICES
    Total Revenues                   $   202.9    $   206.0      $ 1,023.6    $   810.6
    EBITDA (1)                       $   136.1    $   152.9       $  694.0    $   618.8
    EBITDA Margin (1)                     67.1%        74.2%          67.8%        76.3%
    Operating Profit                 $    37.5    $    79.4       $  356.6    $   338.3
    Operating Profit Margin               18.5%        38.5%          34.8%        41.7%
    Depreciation and Amortization    $    98.6    $    73.5       $  337.4    $   280.5
    Capital Expenditures (3)         $   131.9    $   133.4       $  449.5    $   956.4

    ------------------------------------------------------------------------------------
    NETWORK SYSTEMS
    Total Revenues                   $   389.5    $   386.5      $ 1,409.8    $ 1,384.7
    EBITDA (1)                       $   (34.3)   $  (237.2)      $    0.1    $  (156.7)
    Operating Loss                   $   (48.1)   $  (257.2)      $  (63.5)   $  (234.1)
    Depreciation and Amortization    $    13.8    $    20.0       $   63.6    $    77.4
    Capital Expenditures (4)         $   128.5    $    63.8       $  369.5    $   175.0

    ------------------------------------------------------------------------------------
    ELIMINATIONS and OTHER
    Total Revenues                   $   (53.9)   $  (108.1)      $ (383.8)   $  (420.0)
    EBITDA (1)                       $    35.6    $   (65.1)      $  (75.6)   $  (220.1)
    Operating Profit (Loss)          $    36.4    $   (62.6)      $  (89.3)   $  (229.1)
    Depreciation and Amortization    $    (0.8)   $    (2.5)      $   13.7    $     9.0
    Capital Expenditures             $   (14.1)   $    59.2       $  (16.4)   $    17.0

    ------------------------------------------------------------------------------------
    TOTAL
    Total Revenues                   $ 2,059.0    $ 1,698.0       $ 7,287.6   $ 5,560.3
    EBITDA (1)                       $   153.8    $  (173.0)      $  594.0    $   264.4
    EBITDA Margin (1)                      7.5%         N/A            8.2%         4.8%
    Operating Loss                   $  (121.2)   $  (371.8)      $ (354.1)   $  (414.5)
    Depreciation and Amortization    $   275.0    $   198.8       $  948.1    $   678.9
    Capital Expenditures             $   510.7    $   519.9       $ 1,716.1   $ 1,665.3

    ====================================================================================
    Certain  1999  amounts  have  been  reclassified  to  conform  with the 2000
    presentation.

    (1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization)
       is the sum of operating profit (loss) and depreciation and  amortization.
       EBITDA margin is calculated by dividing EBITDA by total revenues.
    (2)Includes  expenditures  related to satellites amounting to $35.0 million,
       $46.9 million, $108.2 million and $136.0 million, respectively.
    (3)Includes  expenditures related to satellites amounting to $105.6 million,
       $124.0  million,  $364.4 million and $532.8 million,  respectively.  Also
       included  in the 1999  amount is  $369.5  million,  related  to the early
       buy-out of satellite sale-leasebacks.
    (4)Includes  expenditures  related to satellites amounting to $99.8 million,
       $44.9 million, $293.0 million and $119.8 million, respectively.

</TABLE>

                                     - 40 -


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

      (c)  Exhibit

      Exhibit 3(ii) The By-Laws of General Motors  Corporation,  were amended on
      October 3, 2000, reflecting amendments to the first sentence of the second
      paragraph of Section 3.1 of Article III; adding a sentence after the final
      sentence of the second  paragraph of Section 3.1 of Article III;  amending
      the  beginning  of the first  sentence of Section 3.2 of Article  III, and
      amending  the last  sentence of Section  3.2 of Article  III as  described
      below:  These changes  supersede  the  amendments to the By-Laws that were
      filed on October 12, 2000, also dated October 3, 2000.

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

      3.1 Committees of the
      Board of Directors.
      Paragraph 2,
      First sentence                The  standing  committees  of  the
                                         --------
                                    board  shall  include the  investment  funds
                                    committee,    the   audit   committee,   the
                                    executive compensation committee, the public
                                    policy committee,  the committee on director
                                    affairs, and the capital stock committee.
                                                 ---------------------------


      3.1 Committees of the
      Board of Directors.
      Paragraph 2, Final
      sentence added                The board of directors may establish by
                                    resolution, adopted by a majority of the
                                    whole board, an administrative committee
                                    with the authority and responsibility to act
                                    on behalf of the board with regard to
                                    matters submitted to the board that,
                                    pursuant to any statement of delegation of
                                    authority adopted by the board from time to
                                    time, do not constitute issues within the
                                    sole jurisdiction of the board or any
                                    committee thereof and are not otherwise
                                    significant.

      3.2 Election and Vacancies.
      First sentence                The members  and  chairmen of each
                                    committee  described  in Section 3.4 through
                                    --------------------------------------------
                                    3.9 below  shall be elected  annually by the
                                    ---------
                                    board  of  directors  at its  first  meeting
                                    after each annual meeting of stockholders or
                                    at any  other  time the  board of  directors
                                    shall determine.

      3.2 Election and Vacancies.
      Final sentence                No officer or other employee of the
                                    corporation   shall  be  a  member   of  any
                                    committee of the board  described in Section
                                                            --------------------
                                    3.5 through 3.9 below.
                                    ---------------------











                                     - 41 -


                                    SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 17, 2001
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)





































                                         - 42 -
[{"type": "8-K", "sequence": "1", "filename": "gm4q00earnings8k-011701.txt", "description": "GM 4TH QTR 2000  EARNINGS RELEASE", "secsgml_size_bytes": 136554}]
{"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": "1510154"}, "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) October 3, 2000
                                  ----------------

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

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

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

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

                                      - 1 -

ITEM 5. OTHER EVENTS

      On January 17,  2001,  a news  release was issued on the subject of fourth
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Annual Report on Form 10-K. the following is
the  fourth  quarter  earnings  release  for GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated January 16, 2001.

                   GM NET INCOME FOR 2000 TOTALS $5.0 BILLION
                CALENDAR-YEAR REVENUES HIT RECORD $183.3 BILLION
                   FOURTH QUARTER EARNINGS TOTAL $609 MILLION

     DETROIT -- General  Motors Corp.  (NYSE:  GM) today reported that it earned
$5.0  billion,  or $8.58  diluted  earnings per share,  in calendar  year 2000 -
excluding special items - on record revenues of $183.3 billion. Revenues were up
nearly four percent from 1999 and exceeded the previous record of $176.6 billion
in 1999.

     For the fourth  quarter of 2000, GM earned $609  million,  or $1.15 diluted
earnings per share, excluding special items. That was down about 51 percent from
strong  year-ago  results  because  of the  decline in Europe and losses at GM's
affiliate Isuzu.

     "GM had another good year despite the extremely  competitive  global market
and fourth-quarter  slowdown," Chairman John F. "Jack" Smith Jr. said. "Earnings
were the second-best in GM history and revenues set a record. As we enter a more
challenging  period,  GM's  taking  tough  actions to reduce  structural  costs,
realign capacity and pursue growth opportunities to generate consistently strong
results."

                              CALENDAR YEAR RESULTS

     Calendar-year-2000  income of $5.0 billion,  or $8.58 per share, on revenue
of $183.3 billion compares with record annual earnings of $5.7 billion, or $8.62
per share, and revenue of $176.6 billion in 1999, all excluding special items.

     Including  special  items,   calendar-year-2000  net  income  totaled  $4.5
billion,  or $6.68 per share, on revenue of $184.6  billion.  The special items,
totaling  an  unfavorable  $520  million,  or $1.90  per  share,  relate  to the
previously  announced  gain on the  sale of the  Hughes  satellite-manufacturing
business to Boeing, and costs related to actions to improve GM's competitiveness
in its core  automotive  business.  These  initiatives  include the phase out of
Oldsmobile,  planned capacity  reductions in Europe,  and volume  reductions and
production changes in North America (see Highlights).

     Record  industry  sales in the United  States led to income of $4.4 billion
for GM North  America  in 2000.  GMAC  had  record  net  income  for the  second
consecutive year,  totaling $1.6 billion in 2000,  marking the sixth consecutive
year of earnings growth.  The improved  performance  resulted primarily from the
expansion of its mortgage business and other growth initiatives.

                                      - 2 -

                             FOURTH-QUARTER RESULTS

     Fourth-quarter  income was $609 million, or $1.15 per share,  compared with
$1.3  billion,  or $1.95 per  share,  in the fourth  quarter of 1999,  excluding
special items.  Including the special items,  fourth-quarter  net income was $89
million,  or a loss of $1.16 per share (The EPS loss is due to the apportionment
of earnings  between GM's two classes of common  stock.  See  Highlights).  This
compares  with net income of $1.1  billion,  or $1.86 per  share,  in the fourth
quarter of 1999.

     GM announced in December a series of  significant  initiatives  intended to
strengthen  its  competitiveness  and better  focus its  resources on key growth
activities.  These actions  included the phase out of the  Oldsmobile  Division;
planned  discontinuation of passenger-car  production in Luton,  England;  North
American volume reductions and production changes; and 10-percent  reductions in
salaried and contract employment levels in North America and Europe.

     "These were difficult  decisions,  but necessary to position General Motors
to compete in increasingly  competitive  market  conditions," said Rick Wagoner,
president and chief executive  officer.  "While we hope that the recent industry
slowdowns in North  America and Europe will prove to be a temporary  correction,
we believe that strong actions are required to help us more effectively  compete
in the marketplace and achieve improved performance in the future."

     In North America,  GM's fourth-quarter  earnings of $1.0 billion were about
the same as in 1999,  excluding  special  items,  with lower  volumes and strong
pricing  pressures  partially offset by favorable product mix and continued cost
reductions.

     "Operating lean and fast is becoming an element of our culture, rather that
just a reaction to the industry's inevitable down cycles," Wagoner added.

     Results in Europe,  a loss of $463 million,  were  adversely  affected by a
slowdown  in  vehicle  sales in the fourth  quarter  that was more  severe  than
anticipated,  continued pricing pressures, unfavorable product mix, country mix,
and one-time factors.

     "Our fourth-quarter  performance in Europe was unacceptable," Wagoner said.
"We are taking  major  steps to improve  operating  performance,  including  the
introduction  of  innovative  new  products;   improving  capacity  utilization;
intensifying  overall cost reduction;  and aggressively  pursuing synergies with
our alliance partners in purchasing, powertrain activities, product development,
and other important areas."

     Results  for GM's Latin  America/Africa/Mid-East  (LAAM)  and  Asia-Pacific
regions  declined from the  prior-year  period.  While volume was up, LAAM had a
loss of $16 million as performance was affected by unfavorable  product mix, the
start-up of the new Celta assembly plant in Brazil, and  inflation-driven  costs
not fully  recovered in price.  Asia-Pacific's  loss of $107  million  reflected
primarily the losses at GM affiliate Isuzu Motors Ltd.

     GMAC's  fourth-quarter  2000 net income improved by more than 11 percent to
$409 million,  up from $367 million in the fourth  quarter of 1999. The increase
was driven  primarily by improvements in the mortgage and insurance  businesses.
The mortgage  business was  particularly  strong due to continued growth in both
the domestic market and new initiatives of its international operations.

                                      - 3 -

     Hughes' net loss of $74 million in the fourth quarter of 2000 compares with
a loss of $61 million in the fourth  quarter of 1999,  excluding  special items.
The earnings  decline was related  primarily  to the up-front  costs for DIRECTV
growth  initiatives,  and the revenue and profit decline resulting from the sale
of its  satellite-manufacturing  business.  Hughes added 695,000 net new DIRECTV
subscribers in the fourth quarter of 2000, bringing the total subscriber base to
10.8 million.

                                  LOOKING AHEAD

     General Motors expects U.S.  vehicle sales will moderate from 2000's record
of 17.8  million  units to a level  ranging  between 16 million to 16.5  million
units.  Although the  industry  entered the first  quarter on a downward  track,
economic growth is expected to improve later in the year.

     Previously  announced  production cuts are expected to impact first quarter
results,  with the current  expectation that a marginal profit will be achieved.
For the  calendar  year,  while  there  are  considerable  uncertainties  in the
economic  environment,  GM is comfortable with the current  financial  analysts'
consensus earnings forecast of approximately $4.25 per share.

     "We remain  intently  focused on innovative  new  products,"  Wagoner said.
"Product is the all-important driver of success, and I am pleased that we have a
number of major vehicle introductions  worldwide this year. And, we're combining
that with an  enhanced  focus on our cost  structure  to assure that we meet our
consumer value expectations and our shareholders' earnings expectations."

     Among  key  products  coming  to North  America  this  year are the all new
Chevrolet  Trailblazer,  GMC Envoy and  Oldsmobile  Bravada  midsize  SUVs,  the
industry-first Chevrolet Avalanche and Cadillac Escalade EXT, Buick's Rendezvous
and Saturn's first SUV, the VUE. Equally  important are key technologies such as
the all-new  Vortec 4200 in-line  six-cylinder  engine,  QuadraSteer  four-wheel
steering system, Versatrak all-wheel-drive system, and GM's OnStar system, which
is now installed in more than 1 million vehicles.

     In Europe,  the all-new Opel  Speedster,  new Corsa and Zafira  models,  an
Astra   convertible,   the  Vivaro  and  Combo  commercial  vans,  and  improved
availability of diesel engines are important factors.

     In Latin America,  new local entries include the Chevrolet Zafira and Grand
Vitara, along with the Brazilian-built Celta introduced late last year.

     In China,  Buick's new compact  family car, the Sail, is the third distinct
model GM has introduced in that important growth market. The Zafira was recently
introduced in Asia and is produced at GM's Thailand  plant for the Asian market,
and for  export  to other  regions.  GM and  Suzuki  will  begin  production  in
September of a small Chevrolet 4x4 lifestyle  vehicle at Suzuki's Kosai plant in
Japan. The vehicle will initially be sold in Japan and Australia.

                                      - 4 -

                                 PROFIT SHARING

     As a result of the  profits  generated  in 2000 by GM's  operations  in the
United States,  profit-sharing  payments of  approximately  $800 will be made in
2001 to approximately 147,000 of GM's represented employees in the United States
who  worked  the  entire  year.  This  is  the  seventh  consecutive  year  that
profit-sharing payments have been made to U.S. employees.

                                        # # #

   In this press release and related comments by General Motors management,  our
use of the words "expect," "anticipate,"  "estimate,"  "forecast,"  "objective,"
"plan," "goal" and similar  expressions is intended to identify  forward looking
statements.  While these  statements  represent our current judgment on what the
future may hold, and we believe these judgments are  reasonable,  actual results
may differ  materially due to numerous  important  factors that are described in
GM's most recent report on SEC Form 10-K (at page II-20) which may be revised or
supplemented  in  subsequent  reports  on SEC Forms 10-Q and 8-K.  Such  factors
include, among others, the following:  changes in economic conditions,  currency
exchange rates or political stability;  shortages of fuel, labor strikes or work
stoppages;  market  acceptance of the  corporation's  new products;  significant
changes in the  competitive  environment;  changes in laws,  regulations and tax
rates;  and, the ability of the  corporation  to achieve  reductions in cost and
employment  levels to realize  production  efficiencies  and  implement  capital
expenditures at levels and times planned by management.

                                   * * * * * *

                                      - 5 -

     HIGHLIGHTS - Q4 Adjusted for Special Items
     (Dollars in Millions Except Per Share Amounts)

                                                 Three Months Ended
                                                  December 31, 2000
                                               ---------------------
                                                 Net
                                                Income      EPS (A)
                                               ---------   ---------

     Reported                                      $89      $(1.16)(B)

     Special Charges:
     Phase-out of Oldsmobile                      (939)      (1.68)
     GMNA Capacity Reduction                      (294)      (0.53)
     GME Capacity Reduction                       (419)      (0.75)
     Hughes Satellite System Gain                1,132        0.65
                                                 -----       -----

       Adjusted                                   $609       $1.15
                                                 =====       =====

                                                 Three Months Ended
                                                  December 31, 1999
                                               ---------------------
                                                 Net
                                                Income      EPS (A)
                                               ---------   ---------

     Reported                                   $1,145       $1.86

     Special Charges:
     Postemployment Benefits                       553        0.86
     Termination Benefits                          (90)      (0.14)
     Hourly Retiree Benefits                      (408)      (0.63)
     Hughes Wireless Business                     (165)      (0.18)
                                                 -----       -----
       Adjusted                                 $1,255       $1.95
                                                 =====       =====

     (A) GM $1-2/3 par value earnings per share attributable to common stock
         assuming dilution
     (B) Although  reported net income is  positive,  EPS is negative due to the
         attribution  of Hughes  earnings for purposes of  calculating GM $1-2/3
         par value EPS.  100% of Hughes net income is included  in reported  net
         income,  but only 32.6% of Hughes net income is included in the Q4 2000
         calculation of earnings per share  attributable  to GM $1-2/3 par value
         stock.

                                      - 6 -

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

      During the fourth  quarter of calendar  year 2000,  GM made the  following
      announcements:
      - To phase out the Oldsmobile division as the current model
        lineup product
        lifecycles come to an end, or until the models are no longer
        economically viable.
      - To implement  the  previously  announced  actions to convert and reduce
        production at the following  plants:  Oklahoma  City, OK; Delta Engine,
        Lansing, MI; Spring Hill, TN; and Wilmington, DE.
      - To reduce  production  capacity at GME including the  restructuring  of
        Vauxhall Motors' manufacturing operations in the UK.
      - The   completion   of  the  sale  of  its  Hughes   satellite   systems
        manufacturing  businesses  to the Boeing  Company  for $3.8  billion in
        cash.

                        Three Months Ended December 31, 2000
                        ------------------------------------
                                                               Total
                           GMNA               GME     Hughes    ACO
                  ------------------------   ------   ------  -------
                  Phase-out                           Satel.
                      of        Capacity     Capacity System
                  Oldsmobile    Reduction    Reduct.  Gain
                  ------------------------   ------   -----   -------
     Postemployment
       Benefits       $-       $(294)        $(108)      $-    $(402)
     Underperforming
       Assets       (356)          -          (231)       -     (587)
     Payments to
       Dealers and
       Others       (583)          -           (80)       -     (663)
                     ---         ---           ---      ---   ------
     Total
       Automotive   (939)       (294)         (419)       -   (1,652)
     Hughes Gain       -           -             -    1,132    1,132
                     ---         ---           ---    -----    -----
     Total         $(939)      $(294)        $(419)  $1,132    $(520)
                     ===         ===           ===    =====    =====

     Postemployment  benefits  represent  liabilities for termination and other
     postemployment  benefits  associated  with the  reductions  in  production
     capacity in GMNA and GME. The GMNA charge relates to  approximately  4,000
     U.S. employees at the four plants mentioned above. This action will reduce
     production capacity by approximately  376,000 engines per year and 127,000
     vehicles per year. The GME charge primarily relates to approximately 2,000
     employees at the Luton assembly plant.  This action will reduce production
     capacity by approximately 270,000 vehicles per year.

     Underperforming  assets  represent the  write-down of impaired  long-lived
     assets,  principally  tooling and equipment on operating leases,  recorded
     pursuant to GM's policy for the evaluation of long-lived assets.

     Payments to dealers and others represent transition  assistance to be paid
     to Oldsmobile dealers,  increased sales incentives on Oldsmobile vehicles,
     and cancellation  charges to be paid to suppliers  incurred as a result of
     certain GME restructuring actions.

     GM's net of tax  cash  requirements  relating  to the  above  GMNA and GME
     charges are expected to total approximately $1.2 billion, with anticipated
     spending of approximately 50% in 2001, 24% in 2002 and the remainder being
     spent thereafter.

                                          - 7 -

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

                           Three Months Ended December 31, 1999
                           ------------------------------------
                                               Total          Total
                       GMNA    Hughes  Other    ACO   GMAC    Corp.
                       ------  ------  -----   -----  -----   -----

     Postemployment
       Benefits        $553       $-      $-   $553     $-    $553
     Termination
       Benefits         (39)       -     (35)   (74)   (16)    (90)
     Hourly Retiree
       Benefits        (257)       -    (151)  (408)     -    (408)
     Hughes Wireless
       Business           -     (165)      -   (165)     -    (165)
                        ---      ---     ---    ---    ---     ---
     Total             $257    $(165)  $(186)  $(94)  $(16)  $(110)
                        ===      ===     ===    ===    ===     ===

     Postemployment benefits are related to the reversal of a liability for
     benefits payable to excess U.S. hourly employees.

     Termination benefits are related to a U.S. salaried early retirement
     program.  Approximately 1,700 people (100 executives) elected participation
     in this program.

     Hourly  Retiree  benefits are related to the benefit  increase  granted to
     hourly retirees in connection with the 1999 UAW agreement.

     The Hughes  Wireless  business  charge is related to Hughes'  decision  to
     discontinue  certain of its wireless  manufacturing  operations  at Hughes
     Network Systems.

                                      - 8 -

     HIGHLIGHTS - Q4 Summary Financial Highlights

                                                 Three Months Ended
                                                    December 31,
                                               ---------------------
                                                      Adjusted
                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                       $45.0     $46.3
                                                  ------    ------
     Consolidated net income
       (Dollars in millions)                        $609    $1,255
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $1.15     $1.95
       Class H                                    $(0.08)   $(0.07)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               11.1%      13.8%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.3      $14.4
     .............................................................

                                                 Net profit margins
                                                 Three Months Ended
                                                    December 31,
                                                --------------------
                                                       Adjusted
                                                   2000        1999
                                                 ---------  ---------

     GM North America (GMNA)                         3.6%       3.5%
     GM Europe (GME)                                (7.7%)      0.5%
     GM Latin America/Africa/Mid-East (GMLAAM)      (1.1%)      1.4%
     GM Asia/Pacific (GMAP)                        (10.7%)     (2.4%)

       Total GM Automotive (GMA)                     1.1%       2.8%

     Hughes                                         (3.4%)     (2.8%)

       Total Automotive, Communications
         Services, and Other Operations              0.5%       2.2%

     GMAC                                            6.5%       6.9%

     Consolidated net income                         1.4%       2.7%

     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was adjusted to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (2) Represents  total cash for  Automotive,  Communications  Services,  and
         Other Operations which includes cash and marketable  securities as well
         as $3.0 billion invested in short-term  fixed income  securities of the
         Corporation's Voluntary Employees' Beneficiary Association Trust.

                                      - 9 -

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

                                       Three Months Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               2000     2000(1)   1999    1999(1)
                             --------  -------  -------  --------

     Total net sales and
       revenues               $46,341 $45,001   $46,262   $46,262
                               ------  ------    ------    ------
     Consolidated net income      $89    $609    $1,145    $1,255
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value         $(635)   $648    $1,196    $1,253
       Class H                   $697    $(66)     $(80)     $(27)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $(1.14)  $1.16     $1.90     $1.99
       Class H (5)              $0.80  $(0.08)   $(0.19)   $(0.07)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value        $(1.16)  $1.15     $1.86     $1.95
       Class H (5)              $0.76  $(0.08)   $(0.19)   $(0.07)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $0.50             $0.50
       Class H                     $-                $-
     .............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     2000         1999
                                   ---------    ---------
       $1-2/3 par value             $39.36       $27.02
       Class H (5)                   $7.87        $5.40
     .............................................................

     See footnotes beginning on page 16.

                                                       continues

                                     - 10 -

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

                                       Three Months Ended
                                       December 31, 2000
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                         $(254)   $(1,233)       $979
     GME                           (882)      (419)       (463)
     GMLAAM                         (16)         -         (16)
     GMAP                          (107)         -        (107)
                                  -----      -----       -----
       Total GMA                $(1,259)   $(1,652)       $393
     Hughes  (6)                  1,058      1,132         (74)
     Other                         (119)         -        (119)
                                  -----      -----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations         $(320)     $(520)       $200

     GMAC                          $409         $-        $409
     Other                            -          -           -
                                  -----       ----       -----
       Total Financing and
       Insurance Operations        $409         $-        $409
                                  -----       ----       -----
     Consolidated Net
       Income                       $89      $(520)       $609
                                  =====       ====       =====

      Net (loss)/profit margin from
        Total GMA                  (3.6%)                  1.1%
        Consolidated net income     0.2%                   1.4%

     See footnotes beginning on page 16.

                                                         continues

                                     - 11 -

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

                                       Three Months Ended
                                       December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $1,282       $257      $1,025
     GME                             30          -          30
     GMLAAM                          18          -          18
     GMAP                           (23)         -         (23)
                                  -----       ----       -----
       Total GMA                 $1,307       $257      $1,050
     Hughes  (6)                   (226)      (165)        (61)
     Other                         (282)      (186)        (96)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations          $799       $(94)       $893

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

      Net profit margin from
        Total GMA                   3.4%                   2.8%
        Consolidated net income     2.5%                   2.7%

     See footnotes beginning on page 16.

                                                        continues

                                     - 12 -

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

                                              Three Months Ended
                                              December 31, 2000
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $26,739  $6,043   $1,431   $1,001
                                     ------   -----    -----      ---
     Pre-tax loss                     $(604)$(1,256)    $(78)    $(47)
     Income tax (benefit)              (386)   (373)     (48)      (4)
     Equity income/(loss) and
       minority interests               (36)      1       14      (64)
                                      -----   -----    -----      ---
     Net loss                         $(254)  $(882)    $(16)   $(107)
                                      =====   =====    =====      ===

     Net loss margin                   (0.9%) (14.6%)   (1.1%) (10.7%)
     Effective income tax rate         63.9%   29.7%    61.5%    8.5%

     LESS: Special Items (2)
     -------------------
     Total net sales and revenues     $(695)     $-       $-       $-
                                      -----   -----    -----      ---
     Pre-tax (loss)                 $(1,984)  $(619)      $-       $-
     Income tax (benefit)              (751)   (200)       -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net (loss)                     $(1,233)  $(419)      $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues   $27,434  $6,043   $1,431   $1,001
                                     ------   -----    -----    -----
     Pre-tax income/(loss)           $1,380   $(637)    $(78)    $(47)
     Income tax expense/(benefit)       365    (173)     (48)      (4)
     Equity income/(loss) and
       minority interests               (36)      1       14      (64)
                                      -----   -----    -----      ---
     Net income/(loss)                 $979   $(463)    $(16)   $(107)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.6%   (7.7%)   (1.1%) (10.7%)
     Effective income tax rate         26.4%   27.2%    61.5%    8.5%

     See footnotes beginning on page 16.

                                                             continues

                                     - 13 -

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

                                              Three Months Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $29,142  $6,556  $ 1,261    $ 941
                                     ------   -----    -----      ---
     Pre-tax income/(loss)           $1,984     $37     $(42)    $(27)
     Income tax expense/(benefit)       676      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income/(loss)               $1,282     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.4%    0.5%     1.4%   (2.4%)
     Effective income tax rate         34.1%   32.4%   119.0%   (3.7%)

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

     Adjusted (1)
     --------
     Total net sales and revenues   $29,142  $6,556   $1,261     $941
                                     ------   -----    -----      ---
     Pre-tax income/(loss)           $1,569     $37     $(42)    $(27)
     Income tax expense/(benefit)       518      12      (50)       1
     Equity income/(loss) and
       minority interests               (26)      5       10        5
                                      -----   -----    -----      ---
     Net income/(loss)               $1,025     $30      $18     $(23)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.5%    0.5%     1.4%   (2.4%)
     Effective income tax rate         33.0%   32.4%   119.0%   (3.7%)

     See footnotes beginning on page 16.

                                                                continues

                                     - 14 -

     HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                        December 31,
                                    ---------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             597          704
                        Trucks           611          633
                                      ------       ------
         Total United States           1,208        1,337
       Canada and Mexico                 174          157
                                      ------       ------
           Total GM North America      1,382        1,494
                                      ------       ------
       GME                               445          497
       GMLAAM                            164          124
       GMAP                              113          109
                                      ------       ------
         Total International             722          730
                                      ------       ------
             Total Worldwide           2,104        2,224
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  185          202
                 - Trucks                383          427
       Pontiac                           127          132
       GMC                               117          134
       Buick                              83           89
       Oldsmobile                         64           70
       Saturn                             55           54
       Cadillac                           41           45
       Other                              11            8
                                      ------       ------
         Total United States           1,066        1,161
       Canada and Mexico                 167          171
                                      ------       ------
         Total GM North America        1,233        1,332
                                      ------       ------
       GME                               395          439
       GMLAAM                            161          135
       GMAP                              130          131
                                      ------       ------
         Total International             686          705
                                      ------       ------
             Total Worldwide           1,919        2,037
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           27.8%        27.9%
         Trucks                         26.9%        27.9%
           Total                        27.3%        27.9%
       Total North America              26.9%        27.5%
       Total Europe                      9.0%         9.7%
       Latin America (4)                20.8%        20.5%
       Asia and Pacific                  4.3%         4.3%
             Total Worldwide            14.7%        15.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.3%        28.1%
       % Fleet Sales - Trucks           12.4%        12.8%
       Total vehicles                   19.2%        20.2%
      ....................................................
     Days Supply of Inventory - U.S.
       Cars                              116           93
       Trucks                            132           85
      ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    86.8%        95.8%
      ....................................................
     GMNA
       Net Price (%)                    (1.7%)       (0.3%)
      ....................................................
     See footnotes beginning on page 16.
                                                continues

                                     - 15 -

     HIGHLIGHTS - Q4 Other Financial Information
     (Dollars in Millions)

                                      Three Months Ended
                                        December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Automotive, Comm. Services and
     Other Operations:
       Depreciation                   $1,404       $1,080
       Amortization of special tools     901          603
       Amortization of intangible
         assets                           99           69
                                      ------        -----
            Total                     $2,404       $1,752
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GMNA                              212          217
       GME                                89           91
       GMLAAM                             24           23
       GMAP                               11           10
       Hughes                              9           18
       GMAC                               28           28
       Other                              13           11
                                      ------       ------
         Total                           386          398
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,116      $5,503
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items.
     (2) Special items for fourth quarter 2000 are detailed on page 6.
     (3) Special items for fourth quarter 1999 are detailed on page 7.
     (4) Latin America excludes the Middle East and Africa.
     (5) The 1999 earnings per share and book value per share were adjusted to
         reflect the  three-for-one  stock split of the GM Class H common stock,
         in the form of a 200% stock dividend, paid on June 30, 2000.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.

                                     - 16 -

     HIGHLIGHTS - Year-End Adjusted for Special Items
     (Dollars in Millions Except Per Share Amounts)

                                                     Year-Ended
                                                  December 31, 2000
                                               ---------------------
                                                 Net
                                                Income     EPS (A)
                                               ---------   ---------

     Reported                                   $4,452       $6.68

     Special Charges:
     Phase-out of Oldsmobile                      (939)      (1.59)
     GMNA Capacity Reduction                      (294)      (0.50)
     GME Capacity Reduction                       (419)      (0.71)
     Hughes Satellite System Gain                1,132        0.90
                                                 -----       -----

       Adjusted                                 $4,972       $8.58
                                                 =====       =====

                                                     Year-Ended
                                                  December 31, 1999
                                               ---------------------
                                                 Net
                                                Income(B)  EPS (A)
                                               ---------   ---------

     Reported                                   $5,576       $8.53

     Special Charges:
     Postemployment Benefits                       553        0.84
     Termination Benefits                          (90)      (0.14)
     Hourly Retiree Benefits                      (408)      (0.62)
     Hughes Wireless Business                     (165)      (0.17)
                                                 -----       -----

       Adjusted                                 $5,686       $8.62
                                                 =====       =====

      (A) GM $1-2/3 par value earnings per share attributable to common stock
          assuming dilution
      (B) Net income from continuing operations

                                     - 17 -

     HIGHLIGHTS - List of Special Items-After Tax for Calendar Year
     Impact on Net Income
     (Dollars in Millions)

     During the fourth  quarter of calendar  year 2000,  GM made the  following
     announcements:
     - To phase out the Oldsmobile division as the current model lineup product
       lifecycles come to an end, or until the models are no longer economically
       viable.
     - To implement  the  previously  announced  actions to convert and reduce
       production at the following  plants:  Oklahoma  City, OK; Delta Engine,
       Lansing, MI; Spring Hill, TN; and Wilmington, DE.
     - To reduce  production  capacity at GME including the  restructuring  of
       Vauxhall Motors' manufacturing operations in the UK.
     - The   completion   of  the  sale  of  its  Hughes   satellite   systems
       manufacturing  businesses  to the Boeing  Company  for $3.8  billion in
       cash.

                            Year-Ended December 31, 2000
                        ------------------------------------
                                                               Total
                           GMNA               GME     Hughes    ACO
                  ------------------------   ------   ------  -------
                  Phase-out                           Satel.
                      of        Capacity     Capacity System
                  Oldsmobile    Reduction    Reduct.  Gain
                  ------------------------   ------   -----   -------
     Postemployment
       Benefits       $-       $(294)        $(108)      $-    $(402)
     Underperforming
       Assets       (356)          -          (231)       -     (587)
     Payments to
       Dealers and
       Others       (583)          -           (80)       -     (663)
                     ---         ---           ---      ---   ------
     Total
       Automotive   (939)       (294)         (419)       -   (1,652)
     Hughes Gain       -           -             -    1,132    1,132
                     ---         ---           ---    -----    -----
     Total         $(939)      $(294)        $(419)  $1,132    $(520)
                     ===         ===           ===    =====    =====

     Postemployment  benefits  represent  liabilities for termination and other
     postemployment  benefits  associated  with the  reductions  in  production
     capacity in GMNA and GME. The GMNA charge relates to  approximately  4,000
     U.S. employees at the four plants mentioned above. This action will reduce
     production capacity by approximately  376,000 engines per year and 127,000
     vehicles per year. The GME charge primarily relates to approximately 2,000
     employees at the Luton assembly plant.  This action will reduce production
     capacity by approximately 270,000 vehicles per year.

     Underperforming  assets  represent the  write-down of impaired  long-lived
     assets,  principally  tooling and equipment on operating leases,  recorded
     pursuant to GM's policy for the evaluation of long-lived assets.

     Payments to dealers and others represent transition  assistance to be paid
     to Oldsmobile dealers,  increased sales incentives on Oldsmobile vehicles,
     and cancellation  charges to be paid to suppliers  incurred as a result of
     certain GME restructuring actions.

     GM's net of tax  cash  requirements  relating  to the  above  GMNA and GME
     charges are expected to total approximately $1.2 billion, with anticipated
     spending of approximately 50% in 2001, 24% in 2002 and the remainder being
     spent thereafter.

                                     - 18 -

     HIGHLIGHTS - List of Special Items-After Tax for Calendar Year
     Impact on Net Income
     (Dollars in Millions)

                               Year-Ended December 31, 1999
                           ------------------------------------
                                               Total          Total
                       GMNA    Hughes  Other    ACO   GMAC    Corp.
                       ------  ------  -----   -----  -----   -----

     Postemployment
       Benefits        $553       $-      $-   $553     $-    $553
     Termination
       Benefits         (39)       -     (35)   (74)   (16)    (90)
     Hourly Retiree
       Benefits        (257)       -    (151)  (408)     -    (408)
     Hughes Wireless
       Business           -     (165)      -   (165)     -    (165)
                        ---      ---     ---    ---    ---     ---
     Total             $257    $(165)  $(186)  $(94)  $(16)  $(110)
                        ===      ===     ===    ===    ===     ===

     Postemployment benefits are related to the reversal of a liability for
     benefits payable to excess U.S. hourly employees.

     Termination benefits are related to a U.S. salaried early retirement
     program.  Approximately 1,700 (100 executives) people elected participation
     in this program.

     Hourly  Retiree  benefits are related to the benefit  increase  granted to
     hourly retirees in connection with the 1999 UAW agreement.

     The Hughes  Wireless  business  charge is related to Hughes'  decision  to
     discontinue  certain of its wireless  manufacturing  operations  at Hughes
     Network Systems.

                                     - 19 -

     HIGHLIGHTS - Year-End Summary Financial Highlights

                                                      Year-Ended
                                                      December 31,
                                               ---------------------
                                                      Adjusted
                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                      $183.3    $176.6
                                                 -------   -------
     Consolidated net income
       (Dollars in millions)                      $4,972    $5,686(3)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $8.58     $8.62
       Class H                                    $(0.31)   $(0.12)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               11.1%      13.8%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.3      $14.4
     .............................................................

                                                 Net profit margins
                                                     Year-Ended
                                                     December 31,
                                                 --------------------
                                                       Adjusted
                                                   2000        1999
                                                 ---------  ---------

     GM North America (GMNA)                         3.9%       4.1%
     GM Europe (GME)                                (1.0%)      1.6%
     GM Latin America/Africa/Mid-East (GMLAAM)       0.5%      (1.7%)
     GM Asia/Pacific (GMAP)                         (6.5%)     (6.8%)

       Total GM Automotive (GMA)                     2.7%       3.2%

     Hughes                                         (3.5%)     (1.4%)

       Total Automotive, Communications
         Services, and Other Operations              2.1%       2.6%

     GMAC                                            6.8%       7.6%

     Consolidated net income                         2.7%       3.2%

     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was adjusted to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
     (2) Represents  total cash for  Automotive,  Communications  Services,  and
         Other Operations which includes cash and marketable  securities as well
         as $3.0 billion invested in short-term  fixed income  securities of the
         Corporation's Voluntary Employees' Beneficiary Association Trust.
     (3) Net income from continuing operations.

                                     - 20 -

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

                                           Year Ended
                                          December 31,
                             ----------------------------------------
                                         Adjusted           Adjusted
                               2000       2000(1)     1999   1999(1)
                             --------     -------   ------- --------
     Total net sales and
       revenues              $184,632   $183,292   $176,558  $176,558
                              -------    -------    -------   -------
     Income from continuing
       operations              $4,452     $4,972     $5,576    $5,686
     Income from
       discontinued operations      -          -        426       426
                               ------     ------     ------    ------
     Consolidated net income   $4,452     $4,972     $6,002    $6,112
     ...............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations   $3,957     $5,072     $5,592    $5,653
       Discontinued operations      -          -        426       426
                               ------     ------     ------    ------
       $1-2/3 par value        $3,957     $5,072     $6,018    $6,079
       Class H                   $385      $(210)      $(96)     $(47)
     ...............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations    $6.80      $8.72      $8.70     $8.79
       Discontinued operations      -          -       0.66      0.66
                               ------     ------     ------    ------
       $1-2/3 par value         $6.80      $8.72      $9.36     $9.45
       Class H (5)              $0.56     ($0.31)    $(0.26)   $(0.12)
     ...............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations    $6.68      $8.58      $8.53     $8.62
       Discontinued operations      -          -       0.65      0.65
                               ------     ------     ------    ------
       $1-2/3 par value         $6.68      $8.58      $9.18     $9.27
       Class H (5)              $0.55     $(0.31)    $(0.26)   $(0.12)
     ...............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value         $2.00                 $2.00
       Class H                     $-                    $-
     ...............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     2000         1999
                                   ---------    ---------
       $1-2/3 par value             $39.36       $27.02
       Class H (5)                   $7.87        $5.40
     ...............................................................

     See footnotes beginning on page 27.

                                                           continues

                                     - 21 -
HIGHLIGHTS - Year Ended Adjusted for Special Items by Segment
     (Dollars in Millions)

                                           Year Ended
                                       December 31, 2000
                                 ----------------------------
                                                        (1)
                                 Reported     (2)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $3,174    $(1,233)     $4,407
     GME                           (676)      (419)       (257)
     GMLAAM                          26          -          26
     GMAP                          (233)         -        (233)
                                  -----       ----       -----
       Total GMA                 $2,291    $(1,652)     $3,943
     Hughes  (6)                    829      1,132        (303)
     Other                         (281)         -        (281)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations        $2,839      $(520)     $3,359

     GMAC                        $1,602         $-      $1,602
     Other                           11          -          11
                                  -----       ----       -----
       Total Financing and
       Insurance Operations      $1,613         $-      $1,613
                                  -----       ----       -----
     Income from continuing
       operations                $4,452      $(520)     $4,972
                                  -----       ----       -----
     Consolidated Net Income     $4,452      $(520)     $4,972
                                  =====       ====       =====

     Net profit margin from
        Total GMA                   1.6%                   2.7%
        Income from continuing
          operations                2.4%                   2.7%

     See footnotes beginning on page 27.

                                                         continues

                                     - 22 -

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

                                           Year Ended
                                       December 31, 1999
                                 ----------------------------
                                                        (1)
                                 Reported     (3)     Adjusted
                                 Income     Special    Income
                                 (Loss)      Items     (Loss)
                                 -------    -------   --------
     GMNA                        $4,857       $257      $4,600
     GME                            423          -         423
     GMLAAM                         (81)         -         (81)
     GMAP                          (218)         -        (218)
                                  -----       ----       -----
       Total GMA                 $4,981       $257      $4,724
     Hughes  (6)                   (270)      (165)       (105)
     Other                         (669)      (186)       (483)
                                  -----       ----       -----
       Total Automotive,
         Comm. Services, and
         Other Operations        $4,042       $(94)     $4,136

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

     Net profit margin from
        Total GMA                   3.4%                   3.2%
        Income from continuing
          operations                3.2%                   3.2%

     See footnotes beginning on page 27.

                                                           continues

                                     - 23 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)

                                                  Year Ended
                                              December 31, 2000
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $112,723 $25,358   $5,713   $3,606
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $4,464   $(894)   $(155)    $(21)
     Income tax expense/(benefit)     1,218    (209)    (122)      17
     Equity income/(loss) and
       minority interests               (72)      9       59     (195)
                                     ------   -----    -----      ---
     Net income/(loss)               $3,174   $(676)     $26    $(233)
                                     ======   =====    =====      ===

     Net profit/(loss) margin           2.8%   (2.7%)    0.5%   (6.5%)
     Effective income tax rate         27.3%   23.4%    78.7%  (81.0%)

     LESS: Special Items (2)
     -------------------
     Total net sales and revenues     $(695)     $-       $-       $-
                                      -----   -----    -----      ---
     Pre-tax (loss)                 $(1,984)  $(619)      $-       $-
     Income tax (benefit)              (751)   (200)       -        -
     Equity income/(loss) and
       minority interests                 -       -        -        -
                                      -----   -----    -----      ---
     Net (loss)                     $(1,233)  $(419)      $-       $-
                                      =====   =====    =====      ===

     Adjusted (1)
     --------
     Total net sales and revenues  $113,418 $25,358   $5,713   $3,606
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $6,448   $(275)   $(155)    $(21)
     Income tax expense/(benefit)     1,969      (9)    (122)      17
     Equity income/(loss) and
       minority interests               (72)      9       59     (195)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,407   $(257)     $26    $(233)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           3.9%   (1.0%)    0.5%   (6.5%)
     Effective income tax rate         30.5%    3.3%    78.7%  (81.0%)

     See footnotes beginning on page 27.

                                                             continues

                                     - 24 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items by Region
     (Dollars in Millions)

                                                  Year Ended
                                              December 31, 1999
                                      -------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues  $111,935 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $7,248    $642    $(266)    $(76)
     Income tax expense/(benefit)     2,361     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (30)      1       29     (149)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,857    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.3%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.6%   34.3%    58.6%    9.2%

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

     Adjusted (1)
     --------
     Total net sales and revenues  $111,935 $26,225   $4,709   $3,187
                                    -------  ------    -----    -----
     Pre-tax income/(loss)           $6,833    $642    $(266)    $(76)
     Income tax expense/(benefit)     2,203     220     (156)      (7)
     Equity income/(loss) and
       minority interests               (30)      1       29     (149)
                                      -----   -----    -----      ---
     Net income/(loss)               $4,600    $423     $(81)   $(218)
                                      =====   =====    =====      ===

     Net profit/(loss) margin           4.1%    1.6%    (1.7%)  (6.8%)
     Effective income tax rate         32.2%   34.3%    58.6%    9.2%

     See footnotes beginning on page 27.

                                                             continues

                                     - 25 -

     HIGHLIGHTS - Year Ended Operating Information

                                         Year Ended
                                         December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,514        2,620
                        Trucks         2,517        2,587
                                      ------       ------
         Total United States           5,031        5,207
       Canada and Mexico                 744          667
                                      ------       ------
           Total GM North America      5,775        5,874
                                      ------       ------
       GME                             1,879        1,968
       GMLAAM                            634          523
       GMAP                              458          421
                                      ------       ------
         Total International           2,971        2,912
                                      ------       ------
             Total Worldwide           8,746        8,786
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  891          885
                 - Trucks              1,725        1,725
       Pontiac                           613          616
       GMC                               529          542
       Buick                             405          446
       Oldsmobile                        289          352
       Saturn                            272          233
       Cadillac                          189          179
       Other                              40           39
                                      ------       ------
         Total United States           4,953        5,017
       Canada and Mexico                 707          683
                                      ------       ------
         Total GM North America        5,660        5,700
                                      ------       ------
       GME                             1,855        1,970
       GMLAAM                            603          536
       GMAP                              473          468
                                      ------       ------
         Total International           2,931        2,974
                                      ------       ------
             Total Worldwide           8,591        8,674
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.6%        29.8%
         Trucks                         27.0%        27.8%
           Total                        27.8%        28.8%
       Total North America              27.5%        28.5%
       Total Europe                      9.3%         9.7%
       Latin America (4)                20.4%        19.9%
       Asia and Pacific                  3.7%         3.9%
             Total Worldwide            15.1%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.3%        26.4%
       % Fleet Sales - Trucks           14.8%        13.2%
       Total vehicles                   21.2%        20.0%
     .....................................................
     Days Supply of Inventory - U.S.
       Cars                              116           93
       Trucks                            132           85
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    89.4%        91.1%
      ....................................................
     GMNA
       Net Price (%)                    (0.7%)       (0.3%)
      ....................................................

     See footnotes beginning on page 27.
                                                 continues

                                     - 26 -

     HIGHLIGHTS - Year Ended Other Financial Information
     (Dollars in Millions)

                                          Year Ended
                                         December 31,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Automotive, Comm. Services, and
     Other Operations:
       Depreciation                   $4,368       $4,155
       Amortization of special tools   2,753        2,492
       Amortization of intangible
         assets                          308          226
                                       -----        -----
            Total                     $7,429       $6,873
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $21,595     $21,827
     ....................................................

     (1) Adjusted amounts represent the reported amounts less the effects of
         special items.
     (2) Special items for 2000 are detailed on page 17.
     (3) Special items for 1999 are detailed on page 18.
     (4) Latin America excludes the Middle East and Africa.
     (5) The 1999  earnings per share and book value per share were  adjusted to
         reflect the  three-for-one  stock split of the GM Class H common stock,
         in the form of a 200% stock dividend, paid on June 30, 2000.
     (6) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.

                                     - 27 -

                             CONSOLIDATED STATEMENTS OF INCOME

                                              Three Months Ended December 31,
                                              -------------------------------
                                                 2000                 1999
                                                 ----                 ----
                                                (Dollars in Millions Except
                                                    Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues                  $46,341              $46,262
                                              -------               ------
Cost of sales and other expenses               36,776               36,447
Selling, general, and administrative expenses   6,648                5,884
Interest expense                                2,486                2,126
                                               ------               ------
  Total costs and expenses                     45,910               44,457
                                               ------               ------
Income from continuing operations
  before income taxes
  and minority interests                          431                1,805
Income tax expense                                245                  580
Equity income/(loss) and minority interests       (97)                 (80)
                                                -----                -----
Income from continuing operations                  89                1,145
Income (loss) from discontinued operations          -                    -
                                                -----                -----
  Net income                                       89                1,145
Dividends on preference stocks                    (27)                 (29)
                                                -----               ------
  Earnings attributable to common stocks          $62               $1,116
                                                   ==                =====

Basic earnings (losses) per share attributable to
  common stocks
$1-2/3 par value
  Continuing operations                        $(1.14)               $1.90
  Discontinued operations                           -                    -
                                               ------               ------
Earnings per share attributable
  to $1-2/3 par value                          $(1.14)               $1.90
                                               ======                 ====
Earnings per share attributable to Class H      $0.80               $(0.19)
                                                 ====                 ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations                        $(1.16)               $1.86
  Discontinued operations                           -                    -
                                               ------               ------
Earnings per share attributable
  to $1-2/3 par value                          $(1.16)               $1.86
                                                 ====                 ====
Earnings per share attributable to Class H      $0.76               $(0.19)
                                                 ====                 ====

                                     - 28 -
CONSOLIDATED STATEMENTS OF INCOME - continued

                                                      Three Months Ended
                                                         December 31,
                                              --------------------------------
                                                 2000                 1999
                                                 ----                ----
                                                     (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues                  $39,960              $40,921
                                               ------               ------
Cost of sales and other expenses               34,895               34,707
Selling, general, and administrative expenses   4,942                4,676
                                               ------               ------
  Total costs and expenses                     39,837               39,383
                                               ------               ------
Interest expense                                  167                  231
Net expense from transactions with
  Financing and Insurance Operations              174                   63
                                               ------               ------
(Loss) Income from continuing
  operations before income
  taxes and minority interests                   (218)               1,244
Income tax expense                                 10                  368
Equity income/(loss) and minority interests       (92)                 (77)
                                                -----                -----
(Loss) income from continuing operations         (320)                 799
Income (loss) from discontinued operations          -                    -
                                                -----                -----
  Net (loss) income - Automotive, Communications
    Services, and Other Operations              $(320)                $799
                                                =====                  ===

                                                      Three Months Ended
                                                          December 31,
                                               --------------------------------
                                                 2000                 1999
                                                 ----                 ----
                                                     (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                                 $6,381               $5,341
                                                -----                -----

Interest expense                                2,319                1,895
Depreciation and amortization expense           1,502                1,527
Operating and other expenses                    1,658                1,166
Provisions for financing and insurance losses     427                  255
                                                 ----                -----
  Total costs and expenses                      5,906                4,843
                                                -----                -----
Net income from transactions
  with Automotive,
  Communications Services,
  and Other Operations                           (174)                 (63)
                                                -----                 ----
Income before income taxes
  and minority interests                          649                  561
Income tax expense                                235                  212
Equity income/(loss) and minority interests        (5)                  (3)
                                                -----                 ----
  Net income - Financing and
    Insurance Operations                         $409                 $346
                                                  ===                  ===

                                           - 29 -

                  CONSOLIDATED STATEMENTS OF INCOME - continued

                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                               (Dollars in Millions Except
                                                     Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues              $184,632      $176,558      $155,445
                                           -------       -------       -------
Cost of sales and other expenses           145,664       140,708       127,785
Selling, general, and administrative
  expenses                                  22,252        19,053        16,087
Interest expense                             9,552         7,750         6,629
                                           -------       -------       -------
  Total costs and expenses                 177,468       167,511       150,501
                                           -------       -------       -------
Income from continuing operations
  before income taxes
  and minority interests                     7,164         9,047         4,944
Income tax expense                           2,393         3,118         1,636
Equity income/(loss) and minority interests   (319)         (353)         (259)
                                            ------        ------       -------
Income from continuing operations            4,452         5,576         3,049
Income (loss) from discontinued operations       -           426           (93)
                                            ------        ------       -------
  Net income                                 4,452         6,002         2,956
Dividends on preference stocks                (110)          (80)          (63)
                                            ------       -------       -------
  Earnings attributable to common stocks    $4,342        $5,922        $2,893
                                             =====         =====         =====

Basic earnings (losses) per share
  attributable to common stocks
$1-2/3 par value
  Continuing operations                      $6.80         $8.70         $4.40
  Discontinued operations                        -          0.66         (0.14)
                                             -----          ----          ----
Earnings per share attributable
  to $1-2/3 par value                        $6.80         $9.36         $4.26
                                              ====          ====          ====
Earnings per share attributable to Class H   $0.56        $(0.26)        $0.23
                                              ====          ====          ====

Earnings (losses) per share
  attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations                      $6.68         $8.53         $4.32
  Discontinued operations                        -          0.65         (0.14)
                                              ----          ----          ----
Earnings per share attributable
  to $1-2/3 par value                        $6.68         $9.18         $4.18
                                              ====          ====          ====
Earnings per share attributable to Class H   $0.55        $(0.26)        $0.23
                                              ====          ====          ====

                                           - 30 -

                  CONSOLIDATED STATEMENTS OF INCOME - concluded

                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                                   (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues              $160,627      $156,107      $137,161
                                           -------       -------       -------
Cost of sales and other expenses           138,303       134,111       121,491
Selling, general, and administrative
  expenses                                  16,246        14,324        11,918
                                           -------       -------       -------
  Total costs and expenses                 154,549       148,435       133,409
                                           -------       -------       -------
Interest expense                               815           828           786
Net expense from transactions with
  Financing and Insurance Operations           682           308            82
                                            ------        ------       -------
Income from continuing
  operations before income
  taxes and minority interests               4,581         6,536         2,884
Income tax expense                           1,443         2,167         1,018
Equity income/(loss) and
  minority interests                          (299)         (327)         (239)
                                             -----         -----         -----
Income from continuing operations            2,839         4,042         1,627
Income (loss) from discontinued operations       -           426           (93)
                                             -----         -----         -----
  Net income - Automotive, Communications
    Services, and Other Operations          $2,839        $4,468        $1,534
                                             =====         =====         =====

                                                  Years Ended December 31,
                                             ---------------------------------
                                             2000          1999         1998
                                             ----          ----         ----
                                                   (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                             $24,005       $20,451       $18,284
                                            ------        ------        ------

Interest expense                             8,737         6,922         5,843
Depreciation and amortization expense        5,982         5,445         4,920
Operating and other expenses                 5,805         4,595         4,067
Provisions for financing and
  insurance losses                           1,580         1,286         1,476
                                            ------        ------        ------
  Total costs and expenses                  22,104        18,248        16,306
                                            ------        ------        ------
Net income from transactions with
  Automotive, Communications Services,
  and Other Operations                        (682)         (308)          (82)
                                            ------        ------        ------
Income before income taxes
  and minority interests                     2,583         2,511         2,060
Income tax expense                             950           951           618
Equity income/(loss) and minority interests    (20)          (26)          (20)
                                            ------        ------        ------
  Net income - Financing and Insurance
    Operations                              $1,613        $1,534        $1,422
                                             =====         =====         =====

                                     - 31 -

                           CONSOLIDATED BALANCE SHEETS
                                                               December 31,
GENERAL MOTORS CORPORATION AND SUBSIDIARIES                2000          1999
                                                           ----          ----
                        ASSETS                           (Dollars in Millions)

Automotive, Communications Services, and Other Operations
Cash and cash equivalents                                $9,119        $9,730
Marketable securities                                     1,161         1,698
                                                        -------       -------
  Total cash and marketable securities                   10,280        11,428
Accounts and notes receivable (less allowances)           5,835         5,093
Inventories (less allowances)                            10,945        10,638
Equipment on operating leases (less accumulated
  depreciation)                                           5,699         5,744
Deferred income taxes and other current assets            8,388         9,006
                                                        -------       -------
  Total current assets                                   41,147        41,909
Equity in net assets of nonconsolidated associates        3,410         1,711
Property - net                                           33,977        32,779
Intangible assets - net                                   7,622         8,527
Deferred income taxes                                    14,870        15,277
Other assets                                             32,243        25,358
                                                        -------       -------
  Total Automotive, Communications Services, and
    Other Operations assets                             133,269       125,561
Financing and Insurance Operations
Cash and cash equivalents                                 1,165           712
Investments in securities                                 9,595         9,110
Finance receivables - net                                92,415        80,627
Investment in leases and other receivables               36,752        36,407
Other assets                                             27,846        21,312
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                                    1,971         1,001
                                                        -------       -------
  Total Financing and Insurance Operations assets       169,744       149,169
                                                        -------       -------
Total assets                                           $303,013      $274,730
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Automotive, Communications Services, and Other Operations
Accounts payable (principally trade)                    $18,309       $17,254
Loans payable                                             2,208         1,991
Accrued expenses                                         33,252        32,854
Net payable to Financing and Insurance Operations         1,971         1,001
                                                         ------       -------
  Total current liabilities                              55,740        53,100
Long-term debt                                            7,410         7,415
Postretirement benefits other than pensions              34,306        34,166
Pensions                                                  3,480         3,339
Other liabilities and deferred income taxes              15,768        17,426
                                                        -------       -------
  Total Automotive, Communications Services,
    and Other Operations liabilities                    116,704       115,446
Financing and Insurance Operations
Accounts payable                                          8,169         4,262
Debt                                                    134,284       122,282
Other liabilities and deferred income taxes              12,922        11,282
                                                       --------      --------
  Total Financing and Insurance Operations liabilities  155,375       137,826
Minority interests                                          707           596
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary
  trusts holding solely junior subordinated
  debentures of General Motors
    Series D                                                  -            79
    Series G                                                139           139
Stockholders' equity
$1-2/3 par value common stock (issued, 548,148,622
  and 619,412,233 shares)                                   914         1,033
Class H common stock (issued, 875,286,559 and
  411,345,561 shares)                                        88            14
Capital surplus (principally additional
  paid-in capital)                                       21,020        13,794
Retained earnings                                        10,119         6,961
                                                         ------       -------
    Subtotal                                             32,141        21,802
Accumulated foreign currency translation adjustments     (2,589)       (2,033)
Net unrealized gains on securities                          581           996
Minimum pension liability adjustment                        (45)         (121)
                                                     ----------     ---------
    Accumulated other comprehensive loss                 (2,053)       (1,158)
                                                       --------      --------
      Total stockholders' equity                         30,088        20,644
                                                       --------      --------
Total liabilities and stockholders' equity             $303,013      $274,730
                                                        =======       =======

                                     - 32 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31,
                                      ------------------------------------------------------------------------------------------
                                                  2000                          1999                              1998
                                      ------------------------------------------------------------------------------------------
                                      Automotive,      Financing      Automotive,      Financing      Automotive,      Financing
                                      Comm.Serv.,         and         Comm.Serv.,        and          Comm.Serv.,         and
                                      and Other        Insurance      and Other        Insurance      and Other        Insurance
                                      -----------      ---------      -----------      ---------      -----------      ---------
Cash flows from operating activities                                    (Dollars in Millions)
Income from continuing operations        $2,839          $1,613         $4,042           $1,534         $1,627           $1,422
Adjustments to reconcile income
  from continuing operations to net
  cash provided by operating activities
   Depreciation and amortization
     expenses                             7,429           5,982          6,873            5,445          6,227            4,920
   Postretirement benefits
     other than pensions,
     net of payments and
     VEBA contributions                     772              27         (1,057)              21            157               31
   Pension expense, net of contributions    128               -           (808)               -            223                -
   Originations and purchases of
     mortgage loans                           -         (51,202)             -          (53,006)             -          (54,433)
   Proceeds on sales of mortgage loans        -          51,444              -           55,777              -           51,582
   Originations and purchases of
     mortgage securities                      -          (1,571)             -           (1,309)             -           (2,237)
   Proceeds on sales of mortgage
     securities                               -             994              -            1,545              -              849
   Change in other investments and
     miscellaneous assets                 1,154          (1,692)           522             (127)          (162)             932
   Change in other operating assets
     and liabilities                        724           3,257          7,523              (23)            90            1,468
   Other                                 (2,175)            780           (951)             944            581            1,066
                                         ------           -----         ------           ------          -----            -----
Net cash provided by operating
  activities                              10,871          9,632         16,144           10,801          8,743            5,600
                                         ------           -----         ------           ------          -----            -----

Cash flows from investing activities
Expenditures for property                (9,200)           (522)        (7,061)            (323)        (7,952)            (279)
Investments in marketable securities
  - acquisitions                         (2,520)        (24,599)        (4,149)         (21,257)       (13,010)         (21,152)
Investments in marketable securities
  - liquidations                          3,056          24,113          2,886           20,593         16,272           21,688
Mortgage servicing rights
  - acquisitions                              -          (1,096)             -           (1,424)             -           (1,862)
Mortgage servicing rights
  - liquidations                              -              12              -               35              -               80
Finance receivables - acquisitions            -        (214,666)             -         (186,379)             -         (155,613)
Finance receivables - liquidations            -         143,242              -          130,293              -          114,662
Proceeds from sales of finance
  receivables                                 -          58,369              -           48,178              -           27,681
Operating leases - acquisitions          (6,709)        (15,174)        (6,415)         (16,750)        (6,397)         (17,128)
Operating leases - liquidations           6,149           9,844          4,243            7,836          5,609            9,777
Investments in companies,
  net of cash acquired                   (4,302)         (2,077)        (2,706)          (2,402)          (971)            (173)
Net investing activity with Financing
  and Insurance Operations               (1,069)              -             75                -            338                -
Other                                     3,282              94           (924)             732           (889)            (242)
                                         ------          ------        -------           ------         ------          -------
Net cash used in investing
  activities                            (11,313)        (22,460)       (14,051)         (20,868)        (7,000)         (22,561)
                                         ------          ------         ------           ------          -----          -------

Cash flows from financing activities
Net increase (decrease) in
  loans payable                             142           6,970            140           (2,500)           (94)           8,280
Long-term debt - borrowings               5,279          22,414          9,090           26,471          2,937           21,098
Long-term debt - repayments              (6,196)        (16,196)        (8,281)         (13,078)        (1,492)         (11,377)
Net financing activity with Automotive,
  Communications  Services, and
  Other Operations                            -           1,069              -              (75)             -             (338)
Repurchases of common and
  preference stocks                      (1,613)              -         (3,870)               -         (3,089)               -
Proceeds from issuing common and
  preference stocks                       2,792               -          2,090                -            343                -
Cash dividends paid to stockholders      (1,294)              -         (1,367)               -         (1,388)               -
                                          -----          ------          -----           ------          -----           ------
Net cash (used in) provided by
  financing activities                     (890)         14,257         (2,198)          10,818         (2,783)          17,663
                                            ---          ------          -----           ------          -----           ------

Effect of exchange rate changes on
  cash and cash equivalents                (249)             (6)          (206)               -            315                2
Net transactions with Automotive
  /Financing Operations                     970            (970)           185             (185)         1,135           (1,135)
                                            ---             ---            ---             ----          -----            -----
Net cash (used in) provided by
  continuing operations                    (611)            453           (126)             566            410             (431)
Net cash provided by (used in)
  discontinued  operations                    -               -            128                -           (378)               -
                                            ---             ---            ---             ----            ---            -----
Net increase (decrease) in cash
  and cash equivalents                     (611)            453              2              566             32             (431)
Cash and cash equivalents at
  beginning of the year                   9,730             712          9,728              146          9,696              577
                                          -----           -----          -----              ---          -----              ---
Cash and cash equivalents at
  end of the year                        $9,119          $1,165         $9,730             $712         $9,728             $146
                                          =====           =====          =====              ===          =====              ===
* * * * * * *

                                     - 33 -

                        HUGHES Reports 21-Percent Revenue
                          Growth In Fourth Quarter 2000

         A Record 1 Million Gross New U.S. Customers Purchase DIRECTV(R)
                           Systems During the Quarter

      El Segundo,  Calif.,  January 16, 2001 -- HUGHES Electronics  Corporation,
the world's  leading  provider of digital  television  entertainment,  satellite
services and  satellite-based  private business networks,  today reported fourth
quarter  2000  revenues  increased  21.3% to  $2,059.0  million,  compared  with
$1,698.0  million  in the  fourth  quarter of 1999.  EBITDA(1)  for the  quarter
increased to $153.8 million and EBITDA margin(1) was 7.5%, compared to an EBITDA
loss of $173.0 million in the fourth quarter of 1999.

      "Our growth continues to be driven by unprecedented demand for the DIRECTV
service in both the United  States and Latin  America,"  said  Michael T. Smith,
HUGHES chairman and chief executive  officer.  "In fact, on a gross basis,  more
than 1 million new customers  bought DIRECTV systems in the United States during
the quarter--a clear indication that demand for DIRECTV continues to be strong."

      As a  result  of this  continued  strong  demand,  DIRECTV  added a record
527,000  net  subscribers  in the United  States in the  quarter.  In  addition,
DIRECTV ended the quarter with a unique  backlog--supplementary to the company's
normal pending  accounts--of  more than 110,000  customers who purchased DIRECTV
systems and scheduled a  professional  installation.  Installation  capacity was
impeded  by the worst  weather in years for many  parts of the  country  and the
record demand for multi-receiver  DIRECTV systems,  which require  significantly
more time for installation.

      "With the addition of over 3.4 million gross subscribers in 2000,  DIRECTV
achieved its strongest  annual growth in history,"  Smith  continued.  "And this
year, we will continue to fuel growth with new product introductions,  including
DIRECTV with UltimateTV,  the DIRECTV/AOLTV receiver,  DIRECTV BROADBAND Powered
by DirecPC and a bundled  DIRECTV/Telocity  high-speed Internet DSL offering. We
will  be  the  only   provider  in  the  country  to  offer  these   combination
television/Internet  services,  and we are  confident  they will  resonate  with
consumers and add to our ability to retain customers."

      EBITDA for the quarter  increased to $153.8  million and EBITDA margin was
7.5%,  compared  to an EBITDA  loss of $173.0  million in the fourth  quarter of
1999. The 1999 EBITDA loss included a one-time  fourth quarter pre-tax charge of
$272  million  related to the  discontinuation  of certain  narrowband  wireless
businesses at HUGHES  Network  Systems  (HNS).  Excluding  the wireless  charge,
EBITDA  increased  55.4% from $99.0 million in the fourth quarter of 1999.  This
increase was  principally  due to one-time  favorable  adjustments  to corporate
expenditures  primarily  related to pension and other employee costs, and higher
EBITDA at DIRECTV U.S.  generated  principally from its larger  subscriber base.
These were partially  offset by increased  investments in new businesses such as
Hughes Network Systems's DirecPC(R) business and PanAmSat's Net-36(TM) broadband
Internet initiative.

      HUGHES had fourth quarter 2000 earnings(2) of $1,058.8  million,  compared
to a loss(2) of $226.7  million in the same period for 1999.  The  increase  was
primarily  due to a one-time  fourth  quarter  2000  after-tax  gain of $1,132.3
million related to the sale of HUGHES'  satellite  manufacturing  businesses and
the aforementioned increases in EBITDA. These were partially offset by increased
depreciation and amortization  expense resulting from the mid-1999 United States
Satellite  Broadcasting  (USSB) and  Primestar  transactions,  and the  expanded
PanAmSat  satellite  fleet,  as well  as  lower  equity  losses  related  to the
discontinuation of the DIRECTV Japan business.

                                     - 34 -

                         Full-Year 2000 Financial review

      Year-end 2000 revenues  increased 31.1% to $7,287.6  million,  compared to
$5,560.3  million in 1999.  This increase was primarily due to continued  record
subscriber growth at DIRECTV in the United States and Latin America,  additional
revenues resulting from the USSB and Primestar transactions, and higher outright
sales and sales-type leases of transponders at PanAmSat.

      EBITDA for the year more than doubled to $594.0  million and EBITDA margin
was 8.2%,  compared  to EBITDA of $264.4  million  and EBITDA  margin of 4.8% in
1999.  The increase in EBITDA was  primarily  attributable  to the 1999 wireless
charge.  Excluding the charge,  EBITDA  increased  10.7% from $536.4  million in
1999.  This  increase was primarily due to lower  corporate  expenses  primarily
related to pension  and other  employee  costs,  and higher  outright  sales and
sales-type  leases of transponders at PanAmSat.  These were partially  offset by
increased investments in DirecPC and Spaceway(TM), and higher marketing expenses
associated with the record subscriber growth at DIRECTV Latin America.

      Earnings(2)  for 2000  totaled  $829.9  million,  compared to a loss(2) of
$270.3 million in 1999.  The increase was primarily due to the $1,132.3  million
after-tax  gain  resulting  from the  sale of  HUGHES'  satellite  manufacturing
businesses and the  previously  discussed  increase in EBITDA.  These gains were
partially offset by increased  depreciation and amortization  resulting from the
mid-1999 USSB and Primestar  transactions  and the expanded  PanAmSat  satellite
fleet, and higher net interest  expense.  Additionally,  in the first quarter of
2000,  Hughes  booked a one-time  pre-tax  charge of $171  million  (reported in
"Other, net") related to its agreement with SkyPerfecTV! and the discontinuation
of the DIRECTV Japan business. The after-tax impact of this charge was a loss of
$13 million,  which includes the tax benefits  associated  with the write-off of
Hughes' historical investments in DIRECTV Japan.

                            Segment Financial Review
                               Fourth Quarter 2000

                            Direct-To-Home Broadcast

      Fourth  quarter  revenues  for the  segment  increased  25.3% to  $1,520.5
million from  $1,213.6  million in the fourth  quarter of 1999.  The segment had
EBITDA of $16.4 million  compared  with negative  EBITDA of $23.6 million in the
fourth quarter of 1999.

      United States: DIRECTV reported that quarterly revenues grew 23% to $1,351
million, compared with revenues of $1,100 million in the fourth quarter of 1999.
The increase was principally due to the continued strong subscriber growth.

      DIRECTV added a record 527,000 net  subscribers to its DIRECTV  service in
the quarter versus 515,000 net subscribers  added in the fourth quarter of 1999.
In the fourth  quarter  2000,  DIRECTV  also had a backlog of more than  110,000
additional   customers   who  purchased   DIRECTV   equipment  and  scheduled  a
professional  installation  through  the DIRECTV  Home  Services  Network.  This
backlog was in addition to DIRECTV's  normal  pending  accounts.  The  unusually
large  backlog  resulted  from severe winter storms in many parts of the country
and the particularly  strong demand for DIRECTV systems with two or more set-top
boxes, which require significantly more time for installation.

      For the  full-year,  DIRECTV  had its best year ever  with  1,834,000  net
high-power  subscriber  additions in 2000, a 14% improvement  over the 1,606,000
net subscribers  added in 1999. As of December 31, 2000,  DIRECTV had a total of
9.5 million subscribers in the United States.

      EBITDA for the fourth  quarter of 2000 more than  doubled to $59  million,
compared to EBITDA of $27 million in the previous  year's fourth  quarter.  This
improvement  resulted from the higher EBITDA attained from the larger subscriber
base,  which more than offset the higher  marketing  costs  associated  with the
record subscriber growth in the quarter.

      Latin  America:  DIRECTV Latin America  generated $169 million in revenues
for the quarter,  up 66% over the $102 million reported in the fourth quarter of
1999. This increase was due to continued strong subscriber growth.

                                     - 35 -

      DIRECTV Latin America added a record 168,000 net subscribers in the fourth
quarter of 2000,  a 24%  increase  over the 136,000  acquired in the same period
last year. In 2000--DIRECTV's best year ever in Latin America--the service added
501,000 net  subscribers  (57% greater than 1999),  bringing the total number of
subscribers in Latin America to 1,305,000 as of December 31, 2000.

      DIRECTV  Latin  America had an EBITDA  loss of $43  million  compared to a
similar  EBITDA loss of $42  million  for the same  period in 1999.  The minimal
change  was  primarily  a result of the fact  that the  higher  marketing  costs
associated with the record subscriber growth were mostly offset by the increased
EBITDA generated by the larger subscriber base.

                               Satellite Services

      PanAmSat,  which is 81% owned by HUGHES,  generated  fourth  quarter  2000
revenues of $202.9  million  compared  with $206.0  million in the prior  year's
period. This decline is mostly due to customer  conversions from operating lease
agreements to new sales-type lease agreements in 2000.

      PanAmSat's  fourth  quarter  2000  EBITDA was $136.1  million  compared to
$152.9  million  in last  year's  fourth  quarter.  EBITDA  margin in the fourth
quarter of 2000 was 67.1%  compared to 74.2% in the same  period last year.  The
decrease in EBITDA and EBITDA  margin was primarily due to an increase in direct
operating and selling,  general and  administrative  (SG&A) costs resulting from
the company's  continued fleet  expansion,  and increased  investment in the new
NET-36 broadband Internet initiative.

      As of December 31, 2000,  PanAmSat had contracts  for  satellite  services
representing future payments (backlog) of approximately $6.0 billion compared to
approximately  $5.8 billion in the third  quarter of 2000.  The increase was due
primarily  to new  contracts  with the  MultiChoice  direct-to-home  platform in
Southern Africa,  HNS's DirecPC business,  Digital Choice and the Lifetime Cable
Network.

                                 Network Systems

      Hughes  Network  Systems'  (HNS) fourth  quarter 2000 revenues were $389.5
million, compared to $386.5 million in the same period last year.

      HNS had a fourth quarter 2000 EBITDA loss of $34.3 million, compared to an
EBITDA  loss of $237.2  million  in the fourth  quarter of 1999.  The change was
largely due to the  effects of the $272  million  fourth  quarter of 1999 charge
related to the  discontinuation  of certain HNS wireless  businesses.  Excluding
this charge, HNS had EBITDA of $34.8 million in the fourth quarter of 1999. This
decline  in EBITDA is  primarily  attributable  to the  elimination  of  DIRECTV
equipment subsidies from DIRECTV and increased investment in DirecPC.

      HNS ended 2000 with a backlog of more than $500 million in its  Enterprise
business,  an increase of 24% over 1999.  This increase was due primarily to the
addition of contracts with customers including  Albertsons,  Jack in the Box, BP
Amoco Pipeline, Donato's and Outback Steakhouse.

      In its Consumer  businesses,  HNS shipped 680,000 DIRECTV receiver systems
in the fourth quarter of 2000, bringing its total number of receivers shipped to
more than 6 million.  In the fourth quarter of 1999, HNS shipped 715,000 DIRECTV
receiver  systems.  This  decline  was due to the  completion  of the  Primestar
conversion  process in the third  quarter  2000.  Also in the fourth  quarter of
2000, DirecPC launched the AOL Plus Powered By DirecPC service,  signed "Powered
By" distribution agreements with Earthlink and DIRECTV, and began delivering its
two-way via  satellite  Internet  access  equipment.  As of December  31,  2000,
DirecPC served more than 50,000 consumers in the United States.

                                  BALANCE SHEET

      From December 31, 1999 to December 31, 2000,  the  Company's  consolidated
cash  balance  increased  $1,269.9  million to  $1,508.1  million and total debt
decreased $824.8 million to $1,316.6  million.  The changes were principally due
to the receipt of approximately $3.1 billion in after-tax proceeds from the sale
of HUGHES'  satellite  manufacturing  businesses to The Boeing Company partially
offset by cash  requirements  for the year related to capital  expenditures  for
property, plant, equipment and satellites, and reduction of corporate debt.

                                      - 36 -

      HUGHES  Electronics  Corporation is a unit of General Motors  Corporation.
The earnings of HUGHES are used to calculate the earnings per share attributable
to the General Motors Class H common stock (NYSE:GMH).

      A live  webcast of  HUGHES'  fourth  quarter  2000  earnings  call will be
available at the  company's  website at  www.HUGHES.com.  The call will begin at
2:00 p.m. ET, today. Investors are advised to allow 15 minutes prior to the call
to register and download any necessary software. Following the completion of the
call,  the webcast  will be archived on the  Investor  Relations  portion of the
HUGHES website for at least one week. Hughes invites reporters to participate in
a listen-only mode on its fourth quarter 2000 analyst call at 2 p.m. ET Tuesday,
January 16, 2001. The dial-in number is 719-457-2634 and the  confirmation  code
is 585273.

      NOTE: HUGHES Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of HUGHES to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and HUGHES.

---------------------
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin is calculated by dividing EBITDA by total  revenues.
(2) Equals reported Net Income  (Loss)  excluding  the  effects of purchase
accounting adjustments related to General Motors' acquisition of HUGHES in 1985.

                                       ###

                                     - 37 -

STATEMENT OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
Three Months
                                                        Ended               Year
                                                     December 31,     Ended December 31,
                                                   -----------------  -------------------
                                                    2000      1999     2000       1999
-----------------------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services      $1,738.9 $1,403.8  $6,262.2   $4,550.8
Product sales                                        320.1    294.2   1,025.4    1,009.5
-----------------------------------------------------------------------------------------
Total Revenues                                     2,059.0  1,698.0   7,287.6    5,560.3
-----------------------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other costs                776.9    664.6   2,812.8    2,039.0
Cost of products sold                                251.1    349.8     815.1      961.6
Selling, general and administrative expenses         877.2    856.6   3,065.7    2,295.3
Depreciation and amortization                        275.0    198.8     948.1      678.9
-----------------------------------------------------------------------------------------
Total Operating Costs and Expenses                 2,180.2  2,069.8   7,641.7    5,974.8
-----------------------------------------------------------------------------------------

Operating Loss                                      (121.2)  (371.8)   (354.1)    (414.5)

Interest income                                       34.0      6.2      49.3       27.0
Interest expense                                     (49.0)   (51.7)   (218.2)    (122.7)
Other, net                                             1.8    (53.5)   (292.6)    (149.8)
-----------------------------------------------------------------------------------------
Loss From Continuing Operations
  Before Income Taxes
  and Minority Interests                            (134.4)  (470.8)   (815.6)    (660.0)

Income tax benefit                                   (51.7)  (177.2)   (406.1)    (236.9)
Minority interests in net losses
  of subsidiaries                                     22.4      9.9      54.1       32.0
-----------------------------------------------------------------------------------------

Loss from continuing operations                      (60.3)  (283.7)   (355.4)    (391.1)

Income (Loss) from discontinued operations,
  net of taxes                                       (14.2)    51.9      36.1       99.8
Gain on sale of discontinued operations,
  net of taxes                                     1,132.3        -   1,132.3          -
-----------------------------------------------------------------------------------------

Net Income (Loss)                                  1,057.8   (231.8)    813.0     (291.3)

Adjustments to exclude the effect of GM purchase
  accounting adjustments                               1.0      5.1      16.9       21.0
-----------------------------------------------------------------------------------------

Earnings (Loss) Excluding the Effect of GM
  Purchase Accounting Adjustments                  1,058.8   (226.7)    829.9     (270.3)

Preferred stock dividends                            (24.1)   (24.6)    (97.0)     (50.9)
-----------------------------------------------------------------------------------------

Earnings (Loss) Used for Computation of Available
  Separate Consolidated Net Income (Loss)         $1,034.7  $(251.3)   $732.9    $(321.2)
=========================================================================================

Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
  Common Stock outstanding (in millions)
  (Numerator)                                        874.9    408.9     681.2      374.1
Average Class H dividend base (in millions)
  (Denominator)                                    1,298.7  1,290.3   1,297.0    1,255.5
Available Separate Consolidated Net Income (Loss)   $697.1   $(79.6)   $384.9     $(95.7)
=========================================================================================
Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.
- 38 -

BALANCE SHEET
(Dollars in Millions)                             December 31,
                                                      2000        December 31,
ASSETS                                            (Unaudited)         1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                           $1,508.1          $238.2
Accounts and notes receivable                        1,253.0           960.9
Contracts in process                                   186.0           155.8
Inventories                                            338.0           236.1
Net assets of discontinued operations                      -         1,224.6
Deferred income taxes                                   89.9           254.3
Prepaid expenses and other                             778.7           788.1
-------------------------------------------------------------------------------
Total Current Assets                                 4,153.7         3,858.0
Satellites, net                                      4,230.0         3,907.3
Property, net                                        1,707.8         1,223.0
Net Investment in Sales-type Leases                    221.1           146.1
Intangible Assets, net                               7,151.3         7,406.0
Investments and Other Assets                         1,815.4         2,056.6
-------------------------------------------------------------------------------

Total Assets                                       $19,279.3       $18,597.0
===============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------------------------------------------------
Current Liabilities
Accounts payable                                    $1,224.2        $1,062.2
Deferred revenues                                      137.6           130.5
Short-term borrowings and current portion of            24.6           555.4
Accrued liabilities and other                        1,304.5           894.0
-------------------------------------------------------------------------------

Total Current Liabilities                            2,690.9         2,642.1
Long-Term Debt                                       1,292.0         1,586.0
Other Liabilities and Deferred Credits               1,647.3         1,454.2
Deferred Income Taxes                                  769.3           689.1
Commitments and Contingencies
Minority Interests                                     553.7           544.3
Stockholder's Equity                                12,326.1        11,681.3
-------------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity         $19,279.3       $18,597.0
===============================================================================

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).

                                     - 39 -

    SELECTED SEGMENT DATA
    (Dollars in Millions)
    (Unaudited)
Three Months Ended                  Year
                                          December 31,              Ended December 31,
                                       ---------------------        --------------------
                                        2000         1999            2000        1999
    ------------------------------------------------------------------------------------
    DIRECT-TO-HOME BROADCAST
Total Revenues                   $ 1,520.5    $ 1,213.6      $ 5,238.0    $ 3,785.0
    EBITDA (1)                       $    16.4    $   (23.6)      $  (24.5)   $    22.4
    Operating Loss                   $  (147.0)   $  (131.4)      $ (557.9)   $  (289.6)
    Depreciation and Amortization    $   163.4    $   107.8       $  533.4    $   312.0
    Capital Expenditures (2)         $   264.4    $   263.5       $  913.5    $   516.9

    ------------------------------------------------------------------------------------
    SATELLITE SERVICES
    Total Revenues                   $   202.9    $   206.0      $ 1,023.6    $   810.6
    EBITDA (1)                       $   136.1    $   152.9       $  694.0    $   618.8
    EBITDA Margin (1)                     67.1%        74.2%          67.8%        76.3%
    Operating Profit                 $    37.5    $    79.4       $  356.6    $   338.3
    Operating Profit Margin               18.5%        38.5%          34.8%        41.7%
    Depreciation and Amortization    $    98.6    $    73.5       $  337.4    $   280.5
    Capital Expenditures (3)         $   131.9    $   133.4       $  449.5    $   956.4

    ------------------------------------------------------------------------------------
    NETWORK SYSTEMS
    Total Revenues                   $   389.5    $   386.5      $ 1,409.8    $ 1,384.7
    EBITDA (1)                       $   (34.3)   $  (237.2)      $    0.1    $  (156.7)
    Operating Loss                   $   (48.1)   $  (257.2)      $  (63.5)   $  (234.1)
    Depreciation and Amortization    $    13.8    $    20.0       $   63.6    $    77.4
    Capital Expenditures (4)         $   128.5    $    63.8       $  369.5    $   175.0

    ------------------------------------------------------------------------------------
    ELIMINATIONS and OTHER
    Total Revenues                   $   (53.9)   $  (108.1)      $ (383.8)   $  (420.0)
    EBITDA (1)                       $    35.6    $   (65.1)      $  (75.6)   $  (220.1)
    Operating Profit (Loss)          $    36.4    $   (62.6)      $  (89.3)   $  (229.1)
    Depreciation and Amortization    $    (0.8)   $    (2.5)      $   13.7    $     9.0
    Capital Expenditures             $   (14.1)   $    59.2       $  (16.4)   $    17.0

    ------------------------------------------------------------------------------------
    TOTAL
    Total Revenues                   $ 2,059.0    $ 1,698.0       $ 7,287.6   $ 5,560.3
    EBITDA (1)                       $   153.8    $  (173.0)      $  594.0    $   264.4
    EBITDA Margin (1)                      7.5%         N/A            8.2%         4.8%
    Operating Loss                   $  (121.2)   $  (371.8)      $ (354.1)   $  (414.5)
    Depreciation and Amortization    $   275.0    $   198.8       $  948.1    $   678.9
    Capital Expenditures             $   510.7    $   519.9       $ 1,716.1   $ 1,665.3

    ====================================================================================
    Certain  1999  amounts  have  been  reclassified  to  conform  with the 2000
    presentation.

    (1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization)
       is the sum of operating profit (loss) and depreciation and  amortization.
       EBITDA margin is calculated by dividing EBITDA by total revenues.
    (2)Includes  expenditures  related to satellites amounting to $35.0 million,
       $46.9 million, $108.2 million and $136.0 million, respectively.
    (3)Includes  expenditures related to satellites amounting to $105.6 million,
       $124.0  million,  $364.4 million and $532.8 million,  respectively.  Also
       included  in the 1999  amount is  $369.5  million,  related  to the early
       buy-out of satellite sale-leasebacks.
    (4)Includes  expenditures  related to satellites amounting to $99.8 million,
       $44.9 million, $293.0 million and $119.8 million, respectively.
- 40 -

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

      (c)  Exhibit

      Exhibit 3(ii) The By-Laws of General Motors  Corporation,  were amended on
      October 3, 2000, reflecting amendments to the first sentence of the second
      paragraph of Section 3.1 of Article III; adding a sentence after the final
      sentence of the second  paragraph of Section 3.1 of Article III;  amending
      the  beginning  of the first  sentence of Section 3.2 of Article  III, and
      amending  the last  sentence of Section  3.2 of Article  III as  described
      below:  These changes  supersede  the  amendments to the By-Laws that were
      filed on October 12, 2000, also dated October 3, 2000.

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

      3.1 Committees of the
      Board of Directors.
      Paragraph 2,
      First sentence                The  standing  committees  of  the
                                         --------
                                    board  shall  include the  investment  funds
                                    committee,    the   audit   committee,   the
                                    executive compensation committee, the public
                                    policy committee,  the committee on director
                                    affairs, and the capital stock committee.
                                                 ---------------------------

      3.1 Committees of the
      Board of Directors.
      Paragraph 2, Final
      sentence added                The board of directors may establish by
                                    resolution, adopted by a majority of the
                                    whole board, an administrative committee
                                    with the authority and responsibility to act
                                    on behalf of the board with regard to
                                    matters submitted to the board that,
                                    pursuant to any statement of delegation of
                                    authority adopted by the board from time to
                                    time, do not constitute issues within the
                                    sole jurisdiction of the board or any
                                    committee thereof and are not otherwise
                                    significant.

      3.2 Election and Vacancies.
      First sentence                The members  and  chairmen of each
                                    committee  described  in Section 3.4 through
                                    --------------------------------------------
                                    3.9 below  shall be elected  annually by the
                                    ---------
                                    board  of  directors  at its  first  meeting
                                    after each annual meeting of stockholders or
                                    at any  other  time the  board of  directors
                                    shall determine.

      3.2 Election and Vacancies.
      Final sentence                No officer or other employee of the
                                    corporation   shall  be  a  member   of  any
                                    committee of the board  described in Section
                                                            --------------------
                                    3.5 through 3.9 below.
                                    ---------------------

                                     - 41 -

                                    SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 17, 2001
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                         - 42 -