L:\secfiles\8-k\1997\release\1stqtrPR.doc


                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004





                                    FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) April 14, 1997
                                  ----------------




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




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




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







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

















                                    - 1 -
ITEM 5. OTHER EVENTS

         On April 14,  1997,  a news  release was issued on the subject of first
quarter consolidated earnings for GM. The news release did not include financial
statement  footnotes and certain  other financial information  that will be 
filed with the Securities and Exchange Commission at a later date. The GM news 
release and related news  releases  dated April 14, 1997 for first  quarter  
earnings of Hughes   Electronics   Corporation   (Hughes)  and  General  Motors
Acceptance Corporation (GMAC), respectively, were as follows:

                                GM NEWS RELEASE

       GM REPORTS INCOME OF $1.8 BILLION FOR THE FIRST QUARTER OF 1997
     BEST PERFORMANCE FOR NORTH AMERICAN OPERATIONS IN MORE THAN A DECADE

      DETROIT -- General  Motors  Corp.  (GM)  reported  today that  income from
continuing  operations  for the first quarter of 1997 totaled $1.8  billion,  or
$2.30 per share of GM $1-2/3 par value common stock, compared with $800 million,
or $0.93 per share, in the first quarter of 1996. The  first-quarter  results in
1997 and 1996 included certain special and unusual items.  (See "Special Items,"
"1996 Strike-Related Impact," and "Highlights" for additional information.)

      "GM North American Operations' net income of $764 million in the first
quarter of 1997 is the best performance for any quarter in more than a
decade," GM Chairman and Chief Executive Officer John F. Smith, Jr. said.
"This is a clear indication that GM-NAO has regained its basic earning power,
continues to build financial strength and is establishing an excellent
foundation for the future.

      "We have  demonstrated  in our  first-quarter  results  that the  trend of
improved  earnings  for  General  Motors is  continuing.  It's clear that we are
moving in the right direction to further strengthen the corporation's  financial
performance," he said.

      "As  globalization  becomes a business  imperative,  every year -- indeed,
every quarter -- brings new  challenges.  But GM is ready for those  challenges.
Our focus on building  quality  products,  competing  globally,  and hitting our
financial targets will sustain the success of this company far into the future,"
Smith said.

      "The  bottom-line  improvements  are  driven  by our very  successful  new
products  and  continued  emphasis  on  running  common  and  running  lean," he
explained.  "This is evident in the positive year-over-year  improvements at our
North American Operations (GM-NAO) and Delphi Automotive Systems sectors."
      Significant  highlights of the  first-quarter  of 1997 from the automotive
sectors included the following:

      -  GM North  American  Operations  (GM-NAO)  reported  net  income of $764
         million in the first quarter of 1997,  compared with a net loss of $279
         million in the first quarter of 1996.

      -  Delphi Automotive  Systems (Delphi) reported net income of $180 million
         in the first  quarter of 1997,  compared with net income of $79 million
         in the first quarter of 1996. The 1997-first-quarter results included a
         plant-closing charge of $50 million after taxes.

      -  GM International  Operations (GMIO) reported net income of $317 million
         in the first quarter of 1997,  compared with net income of $432 million
         in the prior-year period. The first-quarter 1997 results included a $55
         million  after-tax  gain related to an agreement with  Volkswagen  A.G.
         (VW).
                                    - 2 -
      Highlights  of   first-quarter   1997  results   reported  by  GM's  major
subsidiaries included the following:

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $372 million for the first quarter of 1997, compared with net income of
         $309 million in the first quarter of 1996.

      -  Hughes  Electronics  Corporation  (Hughes) reported  first-quarter 1997
         earnings of $235 million, compared with earnings of $312 million in the
         prior-year  period.  The first  quarter of 1996  included the favorable
         impact of a  $72-million  after-tax  gain on the sale of a  2.5-percent
         equity interest in DIRECTV(R).

      (See additional  information in sections detailing  individual  automotive
sector results, "Special Items," "1996 Strike-Related Impact" and
"Highlights.")

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

      The  corporation's  pretax  income  from  continuing  operations  was $2.1
billion in the first  quarter of 1997,  compared  with $684 million in the first
quarter of 1996.

      The  corporation's  after-tax  net-profit margin -- income from continuing
operations  as a percentage  of net sales and revenues -- was 4.8 percent in the
first quarter of 1997, compared with 2.3 percent in the first quarter of 1996.

      The  corporation's  cash position remained strong during the first quarter
of 1997. Cash and marketable securities totaled $14.6 billion at March 31, 1997,
compared  with $7.6 billion at March 31, 1996,  and $17.0 billion Dec. 31, 1996.
In the first quarter of 1997, GM used approximately $1.6 billion to acquire more
than  27  million  shares  of  GM  $1-2/3  par  value  common  stock  under  the
corporation's stock-repurchase program announced in January.

      Fully  consolidated  net sales and  revenues in the first  quarter of 1997
totaled $42.3 billion,  compared with $39.2 billion in the same period last year
-- a 7.9-percent increase.

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors:

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      GM  North  American  Operations'  first-quarter-1997  net  income  of $764
million  was the  highest in more than 10 years.  GM-NAO  reported a net loss of
$279 million in the first quarter of 1996.

      GM-NAO  reported  pretax  income of $1.1  billion in the first  quarter of
1997, compared with a pretax loss of $517 million in the prior-year period.

      GM-NAO's  net-profit  margin was 3.1 percent in the first quarter of 1997,
compared with a net-loss margin of 1.3 percent in the prior-year period.

      "The  improved  results  were  driven  primarily  by the many  new  models
introduced  into the  marketplace,  which are less costly to produce  than those
they   replaced,   by  continued   material-cost   reductions,   and  production
efficiencies," Smith said.


                                    - 3 -
      While it's early in the launch  cycle,  sales of the  Pontiac  Grand Prix,
Buick Park  Avenue,  and the  Saturn SC coupe are all  gaining  strong  consumer
acceptance  and showing  major  double-digit  increases  over the vehicles  they
replaced.  The  Cadillac  Catera is on track to exceed sales  expectations,  the
all-new  Chevrolet  Malibu and  Oldsmobile  Cutlass  models are  hitting  target
markets,  and the  all-new  trio  of  minivans  -- the  Chevy  Venture,  Pontiac
Transport  and  Oldsmobile  Silhouette  --  are  gaining  market  share.  As the
Corvette,  Buick Century and Regal and  Oldsmobile  Intrigue enter the market in
larger numbers additional market-share increases are expected.

      GM vehicle  deliveries  in the United  States in the first quarter of 1997
totaled  1,123,000  units,  which resulted in a  30.2-percent  share of the U.S.
vehicle market, compared with 1,152,000 units and a 31.2-percent market share in
the first quarter of 1996. (See additional information in "Highlights.")

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Delphi Automotive Systems reported net income of $180 million in the first
quarter of 1997, compared with net income of $79 million in the first quarter of
1996. The  first-quarter-1997  results  included a  plant-closing  charge of $50
million after taxes.

      Delphi  reported  pretax  income of $238  million in the first  quarter of
1997, compared with pretax income of $122 million in the prior-year period.

      Delphi's  net-profit  margin was 2.7 percent in the first quarter of 1997,
compared with a net-profit margin of 1.3 percent in the prior-year period.

      Delphi's 1997 first-quarter  sales to customers outside the GM-NAO vehicle
groups   increased   compared  to  the  1996  first   quarter  and   represented
approximately 35 percent of total sales.

      "Delphi  is  continuing   its   transformation   into  a  leading   global
automotive-systems  supplier with an emphasis on customer  satisfaction  through
technology  leadership,  quality, cost control and responsiveness,"  Smith said.
"With  approximately  35  percent  of total  sales in the first  quarter of 1997
outside  the GM-NAO  vehicle  groups,  Delphi is on track to meet its goal of 50
percent non-GM-NAO sales by the end of 2002."

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $317 million for the
first  quarter of 1997,  compared  with net  income of $432  million in the same
period of 1996.

      GMIO reported  pretax income of $476 million in the first quarter of 1997,
compared with pretax income of $577 million in first quarter of 1996.

      The  net-profit  margin for GMIO was 3.8  percent in the first  quarter of
1997, compared with 4.8 percent in the prior-year period.

      GM's  automotive  operations in Europe reported net income of $149 million
in the first  quarter of 1997,  compared  with net income of $285 million in the
prior-year period.

      The  first-quarter-1997  results  included a  $55-million  after-tax  gain
related to an agreement with VW.



                                    - 4 -
      "The lower  earnings in the first  quarter of 1997 were  primarily  due to
reduced  volume  and higher  sales  incentives  across  Europe  under  intensely
competitive  market  conditions,  coupled with lower equity earnings,  primarily
from Saab as they await the release of their new 9-5 models  later in the year,"
Smith said.

      For the remainder of GM International Operations,  which include the Latin
American and Asia and Pacific Operations, net income totaled $168 million in the
first quarter of 1997, compared with $147 million in the prior-year period.

      During the first  quarter of 1997,  GM and  Shanghai  Automotive  Industry
Corp. signed joint venture  contracts to manufacture  100,000 Buicks annually in
China. GM also announced plans to construct a third assembly  facility in Brazil
to capitalize on the volume growth in Latin American markets.

      GMIO volume totaled  788,000 unit  deliveries in the first quarter of 1997
resulting in an  8.4-percent  market  share,  compared  with  first-quarter-1996
deliveries of 807,000 units and a market share of 8.9 percent.

SPECIAL ITEMS

      The  first-quarter-1997-results  were  affected  by special  items,  which
included an after-tax  gain of $55 million,  or $0.07 per share of GM $1-2/3 par
value common stock,  that resulted from an agreement with Volkswagen  settling a
civil lawsuit which GM brought against VW.

      The  first-quarter-1997  results  were  negatively  impacted  by a  pretax
plant-closing charge of $80 million ($50 million after taxes, or $0.07 per share
of GM $1-2/3 par value common  stock)  related to the recent  announcement  that
Delphi Interior and Lighting Systems will cease production at its Trenton, N.J.,
plant during the 1998 calendar year.

      The  first-quarter-1996  results  included a $120 million pretax gain ($72
million  after taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock)
associated with the sale of a 2.5-percent equity interest in DIRECTV(R).

1996 STRIKE-RELATED IMPACT

      The  first-quarter-1996  results also included the $900-million  after-tax
unfavorable impact ($1.20 per share of GM $1-2/3 par value common stock) related
to a 17-day strike at two GM component plants in Dayton,  Ohio, that resulted in
the temporary shutdown of 26 of 29 GM North American assembly plants and certain
automotive component plants during the quarter.

      Included in the above amount are the following  sector-specific  after-tax
approximate effects of the strike:  GM-NAO, $750 million;  Delphi, $120 million,
and Hughes, $30 million.


                                    # # #

HIGHLIGHTS (ATTACHED)







                                    - 5 -


     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)               Three Months Ended
                                          March 31,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
     Manufactured products            $37,440     $34,658
     Financial services                 3,197       3,179
     Other income                       1,623       1,403
                                    --------     --------
       Total net sales and revenues   $42,260     $39,240
                                    --------     --------
     Gross profit margin percentage(1)   17.2%       13.1%
     .....................................................
     Income from continuing operations
       before income taxes(1)          $2,129        $684
     Effective income tax rate (1)       34.3%       34.4%
     .....................................................
     Income from continuing
       operations                      $1,796        $800
     Income from discontinued
       operations                           -         219
                                    --------     --------
     Consolidated net income           $1,796      $1,019
                                    ========     ========
     Net profit margin on income
       from continuing operations (1)    4.8%         2.3%
                                    ========     ========
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(2)             $1,717        $714
       Class E                         $    -        $209
       Class H                         $   59        $ 76
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(2)              $2.30       $0.94
       Class E                          $   -       $0.45
       Class H                          $0.59       $0.78
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $0.50       $0.40
       Class E                          $   -       $0.15
       Class H                          $0.25       $0.24
      .....................................................
     Book Value Per Share of Common Stocks
                        March 31   Dec. 31     March 31
                          1997      1996         1996
                        --------   -------     --------
       $1-2/3 par value  $28.10     $27.95      $26.67
       Class E           $    -     $    -      $ 3.40
       Class H           $14.05     $13.97      $13.35
     ....................................................



   See footnotes beginning on page 10.


                                                                       continues














                                - 6 -



     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions)           Three Months Ended
                                         March 31,
                                   ----------------------
                                        1997         1996
      ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $24,859     $21,683
                                      ======       ======
         Pre-tax income (loss)         $1,127       $(517)
         Income tax expense (benefit)     378        (222)
         Equity income                     15          16
                                      ------       ------
           GM-NAO net income (loss)      $764       $(279)
                                      ------       ------
       Delphi:
         Net sales and revenues        $6,664      $6,189
                                      ======       ======
         Pre-tax income                  $238        $122
         Income tax expense                72          47
         Equity income                     14           4
                                      ------       ------
           Delphi net income             $180         $79
                                      ------       ------
       GMIO:
         Net sales and revenues        $8,283      $8,997
                                      ======       ======
         Pre-tax income                  $476        $577
         Income tax expense               164         170
         Equity income                      5          25
                                      ------       ------
           GMIO net income (3)           $317        $432
                                      ------       ------
       GMAC net income                   $372        $309
       Hughes earnings                    235         312
       Other (4)                          (72)        (53)
                                      ------       ------
           Income from continuing
             operations                 1,796         800
       Income from discontinued
         operations                         -         219
                                      ------       ------
     Consolidated net income           $1,796      $1,019
                                      ======       ======
     .....................................................



See footnotes beginning on page 10.

                                                                       continues

























                                - 7 -


     HIGHLIGHTS - Q1 Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                                     Three Months Ended
                                          March 31,

                                   ----------------------
                                        1997         1996
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                    $1,796        $800
                                       ------       ------
       Special and unusual items
         VW settlement (5)                 55           -
         Plant closing expense (6)        (50)          -
         Work stoppages (7)                 -        (900)
         Sale of 2.5% of DIRECTV (8)        -          72
                                       ------       ------
            Total special and
             unusual items                  5        (828)
                                       ------       ------
       Income from continuing operations
         -excluding special and
            unusual items              $1,791      $1,628
                                      ======       ======
      .....................................................

      $1-2/3 EPS Impact of Special and Unusual Items

       Attributable to continuing
         operations                     $2.30       $0.93
                                        -----        -----
       Special and unusual items
         VW settlement (5)               0.07           -
         Plant closing expense (6)      (0.07)          -
         Work stoppages (7)                 -       (1.20)
         Sale of 2.5% of DIRECTV (8)        -        0.07
                                        -----       ------
            Total special and
             unusual items                  -       (1.13)
                                        -----       ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $2.30       $2.06
                                       =====       ======
       .....................................................

     See footnotes beginning on page 10.

                                   continues
























                                - 8 -


<PAGE>




     HIGHLIGHTS - Q1 Operating Information
                                      Three Months Ended
                                           March 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             698          591
                        Trucks           554          461
                                     -------      -------
         Total United States           1,252        1,052
       Canada and Mexico                 150          114
                                     -------      -------
           Total North America         1,402        1,166
       International                     783          792
                                     -------      -------
             Total Worldwide           2,185        1,958
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  251          263
                 - Trucks                358          372
       Pontiac                           145          127
       GMC                               109          109
       Buick                              87           96
       Oldsmobile                         65           74
       Saturn                             60           64
       Cadillac                           42           41
       Other                               6            6
                                       -----        -----
         Total United States           1,123        1,152
     Canada and Mexico                   121          103
                                      ------       ------
         Total North America           1,244        1,255
                                      ------       ------
     International
       Europe                            466          489
       Latin America, Africa, and the
         Middle East                     162          160
       Asia and Pacific                  160          158
                                      ------       ------
         Total International             788          807
                                      ------       ------
             Total Worldwide           2,032        2,062
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           31.5%         32.2%
         Trucks                         28.6%         29.9%
           Total                        30.2%         31.2%
       Western Europe                   11.5%         12.0%
       Latin America                    16.0%         17.2%
       Asia and Pacific                  4.2%          4.4%
             Total Worldwide            15.1%         15.8%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.5%         25.0%
       % Fleet Sales - Trucks           13.6%         11.3%
       Total Vehicles                   20.9%         19.2%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                                81          84
       Trucks                              91          81
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    95.3%         69.1%
     ....................................................
     Retail Incentives (9)($ per unit)
       GM-NAO                           $860         $598
       GM Europe                        $622         $443
     ....................................................
     See footnotes beginning on page 10.
                                                                       continues


                                - 9 -

     HIGHLIGHTS - Q1 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization (1)
       Depreciation                   $1,051         $989
       Amortization of special tools     787          761
       Amortization of intangible assets  41           38
                                       -----        -----
                                      $1,879       $1,788
                                       =====        =====
     ....................................................
     Worldwide Employment at March 31 (in 000s)
       GM-NAO                            242          252
       Delphi                            178          178
       GMIO                              112          109
       GMAC                               18           17
       Hughes                             88           83
       Other                              10           11
                                         ---          ---
       Employees associated with
         continuing operations           648          650
                                         ---          ---
     ....................................................
     Worldwide Payrolls-Continuing
       Operations                      $7,732      $7,540
     ....................................................
     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2) $1-2/3 par value includes:
                                        Three Months Ended
                                            March 31,
                                        -------------------
                                          1997          1996
                                         -----         -----
           Earnings attributable to:
           Continuing operations         $1,717         $704
           Discontinued operations            -           10
                                        -------      -------
             Net earnings                $1,717         $714
                                        =======      =======
           Earnings per share attributable to:
           Continuing operations         $2.30         $0.93
           Discontinued operations           -          0.01
                                        ------      -------
             Net earnings per share      $2.30         $0.94
                                        ======      =======
     (3) GMIO Includes:                  Three Months Ended
                                              March 31,
                                         ------------------
                                         1997           1996
                                         ----           ----
                        GM Europe        $149           $285
                        Other GMIO       $168           $147
     (4) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (5) The  first-quarter  1997 results  included a gain of $55 million  after
         taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock,  that
         resulted from an agreement with  Volkswagen  A.G. (VW) settling a civil
         lawsuit which GM brought against VW.
     (6) The  first-quarter  1997  results were  negatively  impacted by a plant
         closing  charge of $50 million  after  taxes,  or $0.07 per share of GM
         $1-2/3 par value common stock,  related to the recent announcement that
         Delphi  Interior and  Lighting  Systems  will cease  production  at its
         Trenton, N.J., plant during the 1998 calendar year.




                               - 10 -

HIGHLIGHTS - Q1 Operating Information - Concluded

     (7) Strike-related  work  stoppages  in the  first  quarter  of 1996 had an
         unfavorable  impact of $900 million after taxes,  or $1.20 per share of
         GM $1-2/3 par value common stock.
     (8) The  first-quarter  1996  results  also  included a gain of $72 million
         after  taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock
         associated with the sale of a 2.5 percent equity interest in DIRECTV.
     (9) Amounts reported for 1996 have been restated to reflect the methodology
         used to calculate Retail Incentives for the 1997 period.






















































                                    - 11 -



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                                          Three Months Ended
                                                              March 31,
                                                           1997       1996
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

Net sales and revenues
  Manufactured products                                  $37,440     $34,658
  Financial services                                       3,197       3,179
  Other income                                             1,623       1,403
                                                         -------     -------
    Total net sales and revenues                          42,260      39,240
                                                          ------      ------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below                       31,030      30,130
  Selling, general, and administrative expenses            3,591       3,070
  Depreciation and amortization expenses                   3,065       2,972
  Interest expense                                         1,461       1,421
  Plant closing expense                                       80           -
  Other deductions                                           248         414
                                                         -------     -------
    Total costs and expenses                              39,475      38,007
                                                          ------      ------

Income from continuing operations before income taxes      2,785       1,233
Income taxes                                                 989         433
                                                          ------     -------
Income from continuing operations                          1,796         800
Income from discontinued operations                            -         219
                                                       ---------      ------
    Net income                                             1,796       1,019

Dividends on preference stocks                                20          20
                                                          ------      ------
    Earnings on common stocks                             $1,776        $999
                                                           =====         ===

Earnings attributable to common stocks
  $1-2/3 par value from continuing operations             $1,717        $704
  Income from discontinued operations                          -          10
                                                         -------        ----
    Net earnings attributable to $1-2/3 par value         $1,717        $714
  Income from discontinued operations attributable
     to Class E                                           $    -        $209
                                                           =====         ===
  Net earnings attributable to Class H                       $59         $76
                                                              ==          ==

Average number of shares of common stocks outstanding (in millions)
  $1-2/3 par value                                           747         755
  Class E                                                      -         463
  Class H                                                    100          97

Earnings per share attributable to common stocks
  $1-2/3 par value from continuing operations                $2.30      $0.93
  Income from discontinued operations                            -       0.01
                                                            ------       ----
    Net earnings attributable to $1-2/3 par value            $2.30      $0.94
                                                              ====       ====
  Income from discontinued operations attributable
     to Class E                                             $    -      $0.45
                                                             =====       ====
  Net earnings attributable to Class H                       $0.59      $0.78
                                                              ====       ====

Cash dividends per share of common stocks
  $1-2/3 par value                                           $0.50      $0.40
  Class E                                                    $   -      $0.15
  Class H                                                    $0.25      $0.24





                                    - 12 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                     ASSETS
                                                   March 31,           March 31,
                                                      1997   Dec. 31,    1996
                                                 (Unaudited)  1996   (Unaudited)
                                                     (Dollars in Millions)

Assets
  Cash and cash equivalents                   $10,061     $14,063     $7,901
  Other marketable securities                  10,168       8,199      5,419
                                               ------     -------    -------
    Total cash and marketable securities       20,229      22,262     13,320

  Finance receivables - net                    62,202      57,550     59,092
  Accounts and notes receivable
     (less allowances)                          6,976       6,557      6,663
  Inventories (less allowances)                12,851      11,898     12,376
  Net assets of discontinued operations             -           -      5,245
  Contracts in process (less advances and
     progress payments)                         2,661      2,507       2,709
  Deferred income taxes                        20,138      19,510     20,164
  Equipment on operating leases (less accumulated
    depreciation)                              30,127      30,112     27,771
  Property
    Real estate, plants, and equipment         69,191      69,770     68,097
    Less accumulated depreciation             (41,037)    (41,298)   (41,252)
                                               ------      ------     ------ 
      Net real estate, plants, and equipment   28,154      28,472     26,845
    Special tools - net                         8,850       9,032      8,294
                                              -------     -------    -------
        Total property                         37,004      37,504     35,139

  Intangible assets - net                      12,737      12,691     10,295
  Other assets                                 21,134      21,551     19,056
                                             --------    --------   --------
      Total assets                           $226,059    $222,142   $211,830
                                              =======     =======    =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable (principally trade)        $14,014    $14,221    $11,515
  Notes and loans payable                      88,111     85,300     80,299
  Deferred income taxes                         4,119      3,207      3,117
  Postretirement benefits other than pensions  43,607     43,190     42,015
  Pensions                                      7,814      7,599      6,203
  Other liabilities and deferred credits       45,589     45,207     44,659
                                             --------   --------   --------
      Total liabilities                       203,254    198,724    187,808

Stockholders' equity
  Preference stocks                                 1          1          1
  Common stocks
    $1-2/3 par value (issued, 729,805,298; 756,619,625;
      and 756,621,525 shares)                   1,216      1,261      1,261
    Class E (issued, 487,568,555 shares at
      March 31, 1996)                               -          -         49
    Class H (issued, 101,108,669; 100,075,000;
      and 98,154,411 shares)                       10         10         10
  Capital surplus (principally additional
      paid-in capital)                         17,689     19,189     19,114
  Retained earnings                             7,511      6,137      7,782
                                              -------    -------    -------
      Subtotal                                 26,427     26,598     28,217
  Minimum pension liability adjustment         (3,490)    (3,490)    (4,742)
  Accumulated foreign currency translation adjustments      (475)      (113)
118
  Net unrealized gains on investments in
    certain debt and equity securities            343        423        429
                                              -------   --------   --------
      Total stockholders' equity               22,805     23,418     24,022
                                               ------     ------     ------

      Total liabilities and stockholders'
         equity                              $226,059   $222,142   $211,830
                                              =======    =======    =======



                                    - 13 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                            1997         1996
                                                          (Dollars in Millions)


Net cash provided by operating activities               $4,097           $941
                                                         -----            ---

Cash flows from investing activities
  Expenditures for property                             (1,807)        (2,098)
  Investments in other marketable securities
      - acquisitions                                   (11,603)        (5,107)
  Investments in other marketable securities
      - liquidations                                    10,107          5,220
  Finance receivables - acquisitions                   (37,475)       (39,145)
  Finance receivables - liquidations                    26,848         33,812
  Proceeds from sales of finance receivables             5,538          5,876
  Operating leases - acquisitions                       (5,527)        (4,201)
  Operating leases - liquidations                        4,124          2,744
  Other                                                    512            359
                                                        ------         ------
Net cash used in investing activities                   (9,283)        (2,540)
                                                         -----          ----- 

Cash flows from financing activities
  Net increase (decrease) loans payable                  2,484         (2,343)
  Increase in long-term debt                             4,207          4,307
  Decrease in long-term debt                            (3,329)        (2,823)
  Proceeds from issuing common stocks                      206            190
  Repurchases of common stocks                          (1,761)             -
  Cash dividends paid to stockholders                     (422)          (421)
  Proceeds from the sale of minority interest in DIRECTV     -            138
Net cash provided by (used in) financing activities      1,385           (952)
                                                         -----         ------ 

Effect of exchange rate changes on cash and
     cash equivalents                                     (201)           (73)
                                                       -------        ------- 
Net cash used in continuing operations                  (4,002)        (2,624)
Net cash provided by discontinued operations                 -             29
                                                     ---------        -------
Net decrease in cash and cash equivalents               (4,002)        (2,595)
Cash and cash equivalents at beginning of the period    14,063         10,496
                                                        ------         ------

Cash and cash equivalents at end of the period         $10,061         $7,901
                                                        ======          =====



























                                    - 14 -



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


    To facilitate analysis,  the following financial data presents the financial
statements for the Corporation's  manufacturing,  wholesale marketing,  defense,
and  electronics   operations  with  the  financing  and  insurance   operations
(primarily GMAC) reflected on an equity basis. This is the same basis and format
used in years prior to the Corporation's  adoption of SFAS No. 94, Consolidation
of All Majority-Owned Subsidiaries.

Consolidated Statements of Income With Financing and Insurance Operations on an
Equity Basis (Unaudited)

                                                          Three Months Ended
                                                               March 31,
                                                            1997     1996
 
                                                       (Dollars in Millions)

Net sales and revenues                                 $37,457    $34,672
                                                        ------     ------

Costs and expenses
  Cost of sales and other operating charges, exclusive
    of items listed below                               31,024     30,123
  Selling, general, and administrative expe              2,884      2,448
  Depreciation and amortization expenses                 1,879      1,788
  Plant closing expense                                     80          -
                                                      -------- ----------
    Total costs and expenses                            35,867     34,359
                                                        ------     ------

Operating income                                         1,590        313

Other income less income deductions                        758        567
Interest expense                                           219        196
                                                         -----     ------
Income from continuing operations before income          2,129        684
Income taxes                                               730        235
                                                        ------     ------
Income from continuing operations before earnings of
  nonconsolidated affiliates                             1,399        449
Earnings of nonconsolidated affiliates                     397        351
                                                        ------     ------
Income from continuing operations                        1,796        800
Income from discontinued operations                          -        219
                                                      --------     ------
    Net income                                          $1,796     $1,019
                                                         =====      =====

    Net profit margin (1)                                   4.8%       2.3%

(1) Net  profit  margin  represents  income  from  continuing  operations  as  a
    percentage of net sales and revenues.



























                                       - 15 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Condensed Consolidated Balance Sheets With Financing and Insurance Operations
on an Equity Basis (Unaudited)

                                              March 31,      Dec. 31,  March 31,
                                                   1997          1996      1996
                                                       (Dollars in Millions)

                        ASSETS

Cash and cash equivalents                  $9,395       $13,320        $6,539
Other marketable securities                 5,233         3,642         1,100
                                          -------       -------         -----
  Total cash and marketable securities     14,628        16,962         7,639
Accounts and notes receivable (less allowances)
  Trade                                     5,507         4,909         5,290
  Nonconsolidated affiliates                1,844           927         2,077
Inventories (less allowances)              12,851        11,898        12,376
Net assets of discontinued operations           -             -         5,245
Contracts in process - net                  2,661         2,507         2,709
Net equipment on operating leases           4,187         3,918         3,909
Deferred income taxes and other             3,483         3,141         5,481
                                          -------       -------        ------
    Total current assets                   45,161        44,262        44,726
Equity in net assets of nonconsolidated
    affiliates                              9,696         9,855         9,669
Deferred income taxes                      20,354        20,075        17,737
Other investments and miscellaneous assets 11,594        11,391        11,844
Property - net                             36,634        37,156        35,005
Intangible assets - net                    12,573        12,523        10,129
                                         --------      --------      --------
    Total assets                         $136,012      $135,262      $129,110
                                          =======       =======       =======

            LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $11,379       $11,527        $9,123
Loans payable                               1,306         1,214         1,779
Accrued liabilities and customer deposits  30,168        29,822        27,569
                                           ------        ------        ------
    Total current liabilities              42,853        42,563        38,471
Long-term debt                              5,316         5,192         4,510
Capitalized leases                            191           198           163
Postretirement benefits other than
     pensions                              40,988        40,578        39,410
Pensions                                    6,183         5,966         5,102
Other liabilities and deferred income
     taxes                                 15,956        15,742        15,829
Deferred credits                            1,720         1,605         1,603
                                        ---------     ---------     ---------
    Total liabilities                     113,207       111,844       105,088
                                          -------       -------       -------
Stockholders' equity                       22,805        23,418        24,022
                                         --------      --------      --------
    Total liabilities and stockholders'
       equity                            $136,012      $135,262      $129,110
                                          ============  =======       =======






















                                       - 16 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                             1997       1996
                                                         (Dollars in Millions)

Net cash provided by (used in) operating activities       $1,808      $(998)
                                                           -----       ---- 

Cash flows from investing activities
  Expenditures for property                               (1,724)    (2,054)
  Investments in other marketable securities
     - acquisitions                                       (6,199)    (2,219)
  Investments in other marketable securities
     - liquidations                                        4,608      2,313
  Operating leases - acquisitions                         (1,352)    (1,002)
  Operating leases - liquidations                          1,001      1,500
  Other                                                     (104)       106
                                                          ------     ------
Net cash used in investing activities                     (3,770)    (1,356)
                                                           -----     ------ 

Cash flows from financing activities
  Net increase (decrease) in loans payable                    93       (407)
  Increase in long-term debt                                 154        962
  Decrease in long-term debt                                 (30)      (570)
  Proceeds from issuing common stocks                        206        190
  Repurchases of common stocks                            (1,761)         -
  Cash dividends paid to stockholders                       (422)      (421)
  Proceeds from sale of minority interest in DIRECTV           -        138
                                                        --------      -----
Net cash used in financing activities                     (1,760)      (108)
                                                           -----       ---- 

Effect of exchange rate changes on cash and
     cash equivalents                                       (203)       (75)
                                                          ------    ------- 
Net cash used in continuing operations                    (3,925)    (2,537)
Net cash provided by discontinued operations                   -         29
                                                       ---------    -------
Net decrease in cash and cash equivalents                 (3,925)    (2,508)
Cash and cash equivalents at beginning of the period      13,320      9,047
                                                          ------     ------

Cash and cash equivalents at end of the period            $9,395     $6,539
                                                           =====      =====


























                                       - 17 -

                         HUGHES ELECTRONICS CORPORATION
                                  NEWS RELEASE

      Los  Angeles,  April 14, 1997 - Hughes  Electronics  Corporation  (Hughes)
today reported first quarter earnings, before the effects of purchase accounting
adjustments  related to General  Motors'  (GM)  acquisition  of Hughes  Aircraft
Company, of $235.2 million, or $0.59 per share of GM Class H common stock.

      Revenues for the period were $4,152.7 million,  an 11.1% increase from the
$3,736.7 million reported in the first quarter of 1996.

      Excluding the 1996 first quarter $71.6 million  after-tax  gain ($0.18 per
share) from the sale of a 2.5% equity interest in DIRECTV to AT&T,  earnings for
the first quarter of 1997  decreased  2.0% from the $240.1  million and earnings
per share decreased $0.01 per share from the $0.60 per share in the year earlier
period.  This reduction included a change in the amortization period for certain
deferred  subscriber  acquisition  costs  incurred by DIRECTV,  which  decreased
earnings  and  earnings  per share for the  quarter by $23.3  million and $0.06,
respectively.

      Operating profit (excluding GM purchase accounting adjustments) was $324.8
million for the quarter,  a 15.7%  decrease from the operating  profit of $385.2
million  reported  during the comparable  period in 1996.  The operating  profit
margin on the same  basis was 7.9% for the  quarter  compared  with 10.7% in the
first quarter of 1996. Operating profit was reduced by $35.8 million as a result
of  the  change  in the  amortization  period  for  certain  DIRECTV  subscriber
acquisition costs.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive  Officer,  said
that each of Hughes' three  business  segments  contributed to the first quarter
sales growth. "The  Telecommunications and Space segment led the Company's sales
increase due to  continued  DIRECTV  subscriber  growth and  increased  sales of
commercial and government  satellites.  The Automotive Electronics segment sales
growth  was driven by  increased  production  volumes  while the  Aerospace  and
Defense  Systems  segment sales  increase was primarily due to build-up of newer
programs, particularly in information systems and services."

      Mr. Armstrong said that the first quarter earnings decline, excluding last
year's $71.6 million  after-tax gain related to DIRECTV,  was principally due to
lower Galaxy  satellite  transponder  sales,  increased  expenses related to the
change in the  amortization  period for  certain  subscriber  acquisition  costs
incurred by DIRECTV, and lower margins in Automotive  Electronics  primarily due
to price  reductions.  These factors were offset in part by the favorable impact
of a lower effective tax rate in the quarter.

      On January 16,  1997,  GM and Hughes  announced  a series of  transactions
designed to address  strategic  challenges and unlock  shareholder  value in the
three Hughes business segments.  The transactions  include the tax-free spin-off
of the Hughes  defense  business to holders of GM's $1-2/3 par value and Class H
common  stock,  followed by the tax-free  merger of that  business with Raytheon
Company.  At the same time, Delco Electronics will be transferred from Hughes to
GM's Delphi Automotive Systems unit. Finally,  GM's Class H common stock will be
recapitalized into a tracking stock linked to the  telecommunications  and space
business  of  Hughes.   The   transactions  are  expected  to  be  submitted  to
stockholders for approval in late 1997.


                                    - 18 -


<PAGE>


                    Segment Financial Review: First Quarter

                          TELECOMMUNICATIONS AND SPACE

      Revenues for the quarter were $1,023.4  million,  an increase of 9.3% over
revenues of $936.4 million reported in the prior year's first quarter. Excluding
the $120.3 million  pre-tax gain  recognized from the sale of 2.5% of DIRECTV to
AT&T in 1996,  revenues  increased  25.4%.  This  growth  was  primarily  due to
continued  expansion  of the DIRECTV  subscriber  base in the United  States and
Latin and South  America,  and  increased  sales of  commercial  and  government
satellites  which  more than  offset the impact  from lower  Galaxy  transponder
sales.  DIRECTV  subscribers  at March 1997 month-end  totaled  2,470,000 in the
United States and 105,000 in Latin and South America.

      Operating profit in the first quarter was $7.2 million compared with $74.5
million  reported in the same period in 1996.  First  quarter  operating  profit
margin declined to 0.7% in 1997 from 9.1% in 1996. These reductions were largely
the result of lower Galaxy transponder sales, start-up operating losses from the
Company's Latin and South American DIRECTV subsidiary, Galaxy Latin America, and
increased  expenses  resulting  from the change in the  amortization  period for
DIRECTV   subscriber   acquisition  costs  related  to  a  consumer  rebate  and
manufacturers' incentive program. Based on recent guidance from the staff of the
Securities  and  Exchange  Commission,  the  period  over  which  such costs are
amortized  has been  reduced  from three  years to one year.  The effect of this
change  was to reduce  operating  profit  and  operating  profit  margin for the
segment by $35.8 million and 3.5 points, respectively.

                             AUTOMOTIVE ELECTRONICS

      Revenues for the quarter increased 13.8% to $1,447.0 million from revenues
of $1,271.8  million for the same period in 1996. The growth was principally due
to a 20.5%  increase  in GM vehicles  produced  in the United  States and Canada
(excluding  joint  ventures) and a 12.2%  increase in  international  and non-GM
sales (from $245 million to $275 million)  partially offset by a 5.9% decline in
Delco-supplied  electronic content (from $929 to $874 per GM vehicle produced in
the United  States and Canada,  excluding  joint  ventures).  Last year's  first
quarter  performance  was  negatively  impacted  by the 17-day  strike at two GM
component plants in Dayton,  Ohio that resulted in the temporary  shutdown of 26
of 29 GM North American assembly plants.

      Operating  profit  decreased  8.6% in the first quarter to $145.6  million
from $159.3 million in the comparable  period in 1996. The decline was primarily
due to price reductions  resulting from  competitive  pricing in connection with
GM's global  sourcing  initiative  and the impact from  continued  international
expansion which more than offset the increased  production volume benefits.  The
1996 first  quarter  results  included an operating  loss of  approximately  $50
million related to the work stoppage  described above.  First quarter  operating
profit margin declined to 10.2% from 12.6% in 1996.

                         AEROSPACE AND DEFENSE SYSTEMS

      First quarter 1997 revenues were $1,646.6  million,  an 8.9% increase over
revenues of $1,512.4  million reported last year. The growth was principally due
to  additional   revenues   resulting  from  the  build-up  of  newer  programs,
particularly  information  systems and services programs such as Desktop V, Wide
Area Augmentation System, and Hughes Air Warfare Center.

      Primarily due to these revenue increases,  operating profit for the period
increased  9.8% to $173.4  million  compared  with $157.9  million for the first
quarter  of 1996.  The 1997  first  quarter  operating  profit  margin  remained
unchanged at 10.5%, as compared to 1996.

                                    - 19 -

CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                        Three Months
                                                       Ended March 31,  
                                                       1997          1996
Revenues
Net sales
    Outside customers                              $2,765.7      $2,438.9
    General Motors and affiliates                   1,362.5       1,174.7
Other income - net                                     24.5         123.1
------------------                                     ----         -----

Total Revenues                                      4,152.7       3,736.7
--------------                                      -------       -------

Costs and Expenses

Cost of sales and other operating charges,
    exclusive of items listed below                 3,216.8       2,796.5
Selling, general, and administrative expenses         440.5         300.3
Depreciation and amortization                         146.1         131.6
Amortization of GM purchase accounting adjustments
    related to Hughes Aircraft Company                 30.6          30.6
Interest expense - net                                  3.9           5.2
----------------------                                  ---           ---

Total Costs and Expenses                            3,837.9       3,264.2
------------------------                            -------       -------

Income before Income Taxes                            314.8         472.5
Income taxes                                          110.2         191.4
------------                                          -----         -----

Net Income                                            204.6         281.1
Adjustments to exclude the effect of GM purchase accounting
    adjustments related to Hughes Aircraft Company     30.6          30.6
    ----------------------------------------------     ----          ----

Earnings Used for Computation of Available
    Separate Consolidated Net Income                 $235.2        $311.7
    ================================                 ======        ======

Available Separate Consolidated Net Income            $59.1         $76.0
==========================================            =====         =====

Net Earnings Attributable to General Motors
    Class H Common Stock on a Per Share Basis          $0.59        $0.78
    =========================================          =====        =====


















                                    - 20 -

CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
                                                  March 31,      December 31,
ASSETS                                              1997             1996    
------                                            --------       ------------
Current Assets
Cash and cash equivalents                           $893.0        $1,161.3
Accounts and notes receivable
  Trade receivables                                1,291.9         1,200.6
  General Motors and affiliates                      116.8           113.4
Contracts in process                               2,661.0         2,507.1
Inventories                                        1,612.3         1,528.5
Prepaid expenses, including deferred income taxes    737.6           568.1
-------------------------------------------------    -----           -----

Total Current Assets                               7,312.6         7,079.0
Property - Net                                     2,879.4         2,886.6
Telecommunications and Other Equipment - Net       1,168.4         1,133.5
Intangible Assets - Net                            3,522.7         3,466.0
Investments and Other Assets                       1,858.7         1,915.0
----------------------------                       -------         -------

Total Assets                                     $16,741.8       $16,480.1
============                                     =========       =========

LIABILITIES AND STOCKHOLDER'S EQUITY                                      
Current Liabilities
Accounts payable
  Outside                                         $1,008.9          $896.4
  General Motors and affiliates                       22.4            27.5
Advances on contracts                                850.3           868.9
Notes and loans payable                              634.9           248.1
Income taxes payable                                 189.2           132.9
Accrued liabilities                                1,641.8         2,025.8
-------------------                                -------         -------

Total Current Liabilities                          4,347.5         4,199.6
Long-Term Debt and Capitalized Leases                 31.3            34.5
Postretirement Benefits Other Than Pensions        1,668.4         1,658.9
Other Liabilities and Deferred Credits             1,407.5         1,407.2
Total Stockholder's Equity                         9,287.1         9,179.9
--------------------------                         -------         -------

Total Liabilities and Stockholder's Equity       $16,741.8       $16,480.1

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).

















                                    - 21 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                        Three Months
                                                       Ended March 31,  
                                                      1997         1996
TELECOMMUNICATIONS AND SPACE
Revenues
    Amount                                         $1,023.4      $936.4
    As a percentage of Hughes Revenues                 24.6%       25.1%
Net Sales                                          $1,018.8      $821.0
Operating Profit (1)                                   $7.2       $74.5
Operating Profit Margin (2)                             0.7%        9.1%
Depreciation and Amortization (3)                     $50.3       $46.2
Capital Expenditures (4)                              $94.0       $70.3
------------------------                              -----       -----

AUTOMOTIVE ELECTRONICS
Revenues
    Amount                                         $1,447.0    $1,271.8
    As a percentage of Hughes Revenues                 34.8%       34.0%
Net Sales                                          $1,433.9    $1,260.2
Operating Profit (1)                                 $145.6      $159.3
Operating Profit Margin (2)                            10.2%       12.6%
Depreciation and Amortization                         $56.2       $48.8
Capital Expenditures                                  $35.9       $50.3
--------------------                                  -----       -----

AEROSPACE AND DEFENSE SYSTEMS
Revenues
    Amount                                         $1,646.6    $1,512.4
    As a percentage of Hughes Revenues                 39.7%       40.5%
Net Sales                                          $1,644.8    $1,502.2
Operating Profit (1)                                 $173.4      $157.9
Operating Profit Margin (2)                            10.5%       10.5%
Depreciation and Amortization (3)                     $37.0       $32.7
Capital Expenditures                                  $30.3       $28.5
--------------------                                  ------      -----

CORPORATE AND OTHER
Operating Loss (1)                                    $(1.4)      $(6.5)
------------------                                    ------      ------

     * The Consolidated Financial Statements reflect the application of purchase
accounting  adjustments  related to GM's acquisition of Hughes Aircraft Company.
However,  as provided in the General Motors  Certificate of  Incorporation,  the
earnings attributable to GM Class H common stock for purposes of determining the
amount  available  for the  payment  of  dividends  on GM Class H  common  stock
specifically   excludes  such  adjustments.   In  order  to  provide  additional
analytical  data,  the above  unaudited pro forma selected  segment data,  which
excludes the purchase  accounting  adjustments  related to GM's  acquisition  of
Hughes Aircraft Company, is presented.

(1) Net Sales less Total Costs and Expenses  other than  Interest  Expense.  (2)
Operating Profit as a percentage of Net Sales. (3) Excludes amortization arising
from  purchase  accounting  adjustments  related to GM's  acquisition  of Hughes
Aircraft Company amounting to $5.3 million for the  Telecommunications and Space
segment and $25.2 million for the Aerospace and Defense  Systems segment in 1997
and 1996.  (4) Includes  expenditures  related to  telecommunications  and other
equipment  amounting  to $57.6  million  and  $16.0  million,  in 1997 and 1996,
respectively.


                                    - 22 -


                     GENERAL MOTORS ACCEPTANCE CORPORATION
                                  NEWS RELEASE


                 GMAC ANNOUNCES STRONG FIRST-QUARTER EARNINGS

DETROIT -- GMAC (General Motors Acceptance  Corporation) reported  first-quarter
1997 consolidated net income of $372 million, up 20% from $309 million earned in
the first  quarter  of 1996,  GMAC  President  John R.  Rines  announced  today.
Excluding the cumulative  effect of a favorable  accounting change made in 1991,
these results were the highest first-quarter earnings in 10 years.

      In the quarter, net income from financing  operations,  including the GMAC
Mortgage  Group,  totaled $294  million,  up 8% from $272 million  earned in the
first quarter of 1996. Results for the first three months of 1997 benefited from
higher earnings from the mortgage  operations and increased net interest margins
in the United States and Canada.

      Motors Insurance Corporation,  GMAC's insurance subsidiary,  generated net
income of $78 million in the first  quarter,  compared  with $37 million  earned
last year. MIC's earnings increase is principally due to higher capital gains.

                                    * * *





































                                    - 23 -


                                   SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                  (Registrant)
Date    April 14, 1997
        -----------------
                             By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)













































                                    - 24 -
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 72726}]
{"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": "97580264"}, "business-address": {"street1": "3044 WEST GRAND BLVD", "city": "DETROIT", "state": "MI", "zip": "48202-3091", "phone": "3135565000"}}
L:\secfiles\8-k\1997\release\1stqtrPR.doc

                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004

                                    FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) April 14, 1997
                                  ----------------

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

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

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

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

                                    - 1 -
ITEM 5. OTHER EVENTS

         On April 14,  1997,  a news  release was issued on the subject of first
quarter consolidated earnings for GM. The news release did not include financial
statement  footnotes and certain  other financial information  that will be 
filed with the Securities and Exchange Commission at a later date. The GM news 
release and related news  releases  dated April 14, 1997 for first  quarter  
earnings of Hughes   Electronics   Corporation   (Hughes)  and  General  Motors
Acceptance Corporation (GMAC), respectively, were as follows:

                                GM NEWS RELEASE

       GM REPORTS INCOME OF $1.8 BILLION FOR THE FIRST QUARTER OF 1997
     BEST PERFORMANCE FOR NORTH AMERICAN OPERATIONS IN MORE THAN A DECADE

      DETROIT -- General  Motors  Corp.  (GM)  reported  today that  income from
continuing  operations  for the first quarter of 1997 totaled $1.8  billion,  or
$2.30 per share of GM $1-2/3 par value common stock, compared with $800 million,
or $0.93 per share, in the first quarter of 1996. The  first-quarter  results in
1997 and 1996 included certain special and unusual items.  (See "Special Items,"
"1996 Strike-Related Impact," and "Highlights" for additional information.)

      "GM North American Operations' net income of $764 million in the first
quarter of 1997 is the best performance for any quarter in more than a
decade," GM Chairman and Chief Executive Officer John F. Smith, Jr. said.
"This is a clear indication that GM-NAO has regained its basic earning power,
continues to build financial strength and is establishing an excellent
foundation for the future.

      "We have  demonstrated  in our  first-quarter  results  that the  trend of
improved  earnings  for  General  Motors is  continuing.  It's clear that we are
moving in the right direction to further strengthen the corporation's  financial
performance," he said.

      "As  globalization  becomes a business  imperative,  every year -- indeed,
every quarter -- brings new  challenges.  But GM is ready for those  challenges.
Our focus on building  quality  products,  competing  globally,  and hitting our
financial targets will sustain the success of this company far into the future,"
Smith said.

      "The  bottom-line  improvements  are  driven  by our very  successful  new
products  and  continued  emphasis  on  running  common  and  running  lean," he
explained.  "This is evident in the positive year-over-year  improvements at our
North American Operations (GM-NAO) and Delphi Automotive Systems sectors."
      Significant  highlights of the  first-quarter  of 1997 from the automotive
sectors included the following:

      -  GM North  American  Operations  (GM-NAO)  reported  net  income of $764
         million in the first quarter of 1997,  compared with a net loss of $279
         million in the first quarter of 1996.

      -  Delphi Automotive  Systems (Delphi) reported net income of $180 million
         in the first  quarter of 1997,  compared with net income of $79 million
         in the first quarter of 1996. The 1997-first-quarter results included a
         plant-closing charge of $50 million after taxes.

      -  GM International  Operations (GMIO) reported net income of $317 million
         in the first quarter of 1997,  compared with net income of $432 million
         in the prior-year period. The first-quarter 1997 results included a $55
         million  after-tax  gain related to an agreement with  Volkswagen  A.G.
         (VW).
                                    - 2 -
      Highlights  of   first-quarter   1997  results   reported  by  GM's  major
subsidiaries included the following:

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $372 million for the first quarter of 1997, compared with net income of
         $309 million in the first quarter of 1996.

      -  Hughes  Electronics  Corporation  (Hughes) reported  first-quarter 1997
         earnings of $235 million, compared with earnings of $312 million in the
         prior-year  period.  The first  quarter of 1996  included the favorable
         impact of a  $72-million  after-tax  gain on the sale of a  2.5-percent
         equity interest in DIRECTV(R).

      (See additional  information in sections detailing  individual  automotive
sector results, "Special Items," "1996 Strike-Related Impact" and
"Highlights.")

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

      The  corporation's  pretax  income  from  continuing  operations  was $2.1
billion in the first  quarter of 1997,  compared  with $684 million in the first
quarter of 1996.

      The  corporation's  after-tax  net-profit margin -- income from continuing
operations  as a percentage  of net sales and revenues -- was 4.8 percent in the
first quarter of 1997, compared with 2.3 percent in the first quarter of 1996.

      The  corporation's  cash position remained strong during the first quarter
of 1997. Cash and marketable securities totaled $14.6 billion at March 31, 1997,
compared  with $7.6 billion at March 31, 1996,  and $17.0 billion Dec. 31, 1996.
In the first quarter of 1997, GM used approximately $1.6 billion to acquire more
than  27  million  shares  of  GM  $1-2/3  par  value  common  stock  under  the
corporation's stock-repurchase program announced in January.

      Fully  consolidated  net sales and  revenues in the first  quarter of 1997
totaled $42.3 billion,  compared with $39.2 billion in the same period last year
-- a 7.9-percent increase.

      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors:

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      GM  North  American  Operations'  first-quarter-1997  net  income  of $764
million  was the  highest in more than 10 years.  GM-NAO  reported a net loss of
$279 million in the first quarter of 1996.

      GM-NAO  reported  pretax  income of $1.1  billion in the first  quarter of
1997, compared with a pretax loss of $517 million in the prior-year period.

      GM-NAO's  net-profit  margin was 3.1 percent in the first quarter of 1997,
compared with a net-loss margin of 1.3 percent in the prior-year period.

      "The  improved  results  were  driven  primarily  by the many  new  models
introduced  into the  marketplace,  which are less costly to produce  than those
they   replaced,   by  continued   material-cost   reductions,   and  production
efficiencies," Smith said.

                                    - 3 -
      While it's early in the launch  cycle,  sales of the  Pontiac  Grand Prix,
Buick Park  Avenue,  and the  Saturn SC coupe are all  gaining  strong  consumer
acceptance  and showing  major  double-digit  increases  over the vehicles  they
replaced.  The  Cadillac  Catera is on track to exceed sales  expectations,  the
all-new  Chevrolet  Malibu and  Oldsmobile  Cutlass  models are  hitting  target
markets,  and the  all-new  trio  of  minivans  -- the  Chevy  Venture,  Pontiac
Transport  and  Oldsmobile  Silhouette  --  are  gaining  market  share.  As the
Corvette,  Buick Century and Regal and  Oldsmobile  Intrigue enter the market in
larger numbers additional market-share increases are expected.

      GM vehicle  deliveries  in the United  States in the first quarter of 1997
totaled  1,123,000  units,  which resulted in a  30.2-percent  share of the U.S.
vehicle market, compared with 1,152,000 units and a 31.2-percent market share in
the first quarter of 1996. (See additional information in "Highlights.")

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Delphi Automotive Systems reported net income of $180 million in the first
quarter of 1997, compared with net income of $79 million in the first quarter of
1996. The  first-quarter-1997  results  included a  plant-closing  charge of $50
million after taxes.

      Delphi  reported  pretax  income of $238  million in the first  quarter of
1997, compared with pretax income of $122 million in the prior-year period.

      Delphi's  net-profit  margin was 2.7 percent in the first quarter of 1997,
compared with a net-profit margin of 1.3 percent in the prior-year period.

      Delphi's 1997 first-quarter  sales to customers outside the GM-NAO vehicle
groups   increased   compared  to  the  1996  first   quarter  and   represented
approximately 35 percent of total sales.

      "Delphi  is  continuing   its   transformation   into  a  leading   global
automotive-systems  supplier with an emphasis on customer  satisfaction  through
technology  leadership,  quality, cost control and responsiveness,"  Smith said.
"With  approximately  35  percent  of total  sales in the first  quarter of 1997
outside  the GM-NAO  vehicle  groups,  Delphi is on track to meet its goal of 50
percent non-GM-NAO sales by the end of 2002."

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $317 million for the
first  quarter of 1997,  compared  with net  income of $432  million in the same
period of 1996.

      GMIO reported  pretax income of $476 million in the first quarter of 1997,
compared with pretax income of $577 million in first quarter of 1996.

      The  net-profit  margin for GMIO was 3.8  percent in the first  quarter of
1997, compared with 4.8 percent in the prior-year period.

      GM's  automotive  operations in Europe reported net income of $149 million
in the first  quarter of 1997,  compared  with net income of $285 million in the
prior-year period.

      The  first-quarter-1997  results  included a  $55-million  after-tax  gain
related to an agreement with VW.

                                    - 4 -
      "The lower  earnings in the first  quarter of 1997 were  primarily  due to
reduced  volume  and higher  sales  incentives  across  Europe  under  intensely
competitive  market  conditions,  coupled with lower equity earnings,  primarily
from Saab as they await the release of their new 9-5 models  later in the year,"
Smith said.

      For the remainder of GM International Operations,  which include the Latin
American and Asia and Pacific Operations, net income totaled $168 million in the
first quarter of 1997, compared with $147 million in the prior-year period.

      During the first  quarter of 1997,  GM and  Shanghai  Automotive  Industry
Corp. signed joint venture  contracts to manufacture  100,000 Buicks annually in
China. GM also announced plans to construct a third assembly  facility in Brazil
to capitalize on the volume growth in Latin American markets.

      GMIO volume totaled  788,000 unit  deliveries in the first quarter of 1997
resulting in an  8.4-percent  market  share,  compared  with  first-quarter-1996
deliveries of 807,000 units and a market share of 8.9 percent.

SPECIAL ITEMS

      The  first-quarter-1997-results  were  affected  by special  items,  which
included an after-tax  gain of $55 million,  or $0.07 per share of GM $1-2/3 par
value common stock,  that resulted from an agreement with Volkswagen  settling a
civil lawsuit which GM brought against VW.

      The  first-quarter-1997  results  were  negatively  impacted  by a  pretax
plant-closing charge of $80 million ($50 million after taxes, or $0.07 per share
of GM $1-2/3 par value common  stock)  related to the recent  announcement  that
Delphi Interior and Lighting Systems will cease production at its Trenton, N.J.,
plant during the 1998 calendar year.

      The  first-quarter-1996  results  included a $120 million pretax gain ($72
million  after taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock)
associated with the sale of a 2.5-percent equity interest in DIRECTV(R).

1996 STRIKE-RELATED IMPACT

      The  first-quarter-1996  results also included the $900-million  after-tax
unfavorable impact ($1.20 per share of GM $1-2/3 par value common stock) related
to a 17-day strike at two GM component plants in Dayton,  Ohio, that resulted in
the temporary shutdown of 26 of 29 GM North American assembly plants and certain
automotive component plants during the quarter.

      Included in the above amount are the following  sector-specific  after-tax
approximate effects of the strike:  GM-NAO, $750 million;  Delphi, $120 million,
and Hughes, $30 million.

                                    # # #

HIGHLIGHTS (ATTACHED)

                                    - 5 -

     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)               Three Months Ended
                                          March 31,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
     Manufactured products            $37,440     $34,658
     Financial services                 3,197       3,179
     Other income                       1,623       1,403
                                    --------     --------
       Total net sales and revenues   $42,260     $39,240
                                    --------     --------
     Gross profit margin percentage(1)   17.2%       13.1%
     .....................................................
     Income from continuing operations
       before income taxes(1)          $2,129        $684
     Effective income tax rate (1)       34.3%       34.4%
     .....................................................
     Income from continuing
       operations                      $1,796        $800
     Income from discontinued
       operations                           -         219
                                    --------     --------
     Consolidated net income           $1,796      $1,019
                                    ========     ========
     Net profit margin on income
       from continuing operations (1)    4.8%         2.3%
                                    ========     ========
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(2)             $1,717        $714
       Class E                         $    -        $209
       Class H                         $   59        $ 76
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(2)              $2.30       $0.94
       Class E                          $   -       $0.45
       Class H                          $0.59       $0.78
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $0.50       $0.40
       Class E                          $   -       $0.15
       Class H                          $0.25       $0.24
      .....................................................
     Book Value Per Share of Common Stocks
                        March 31   Dec. 31     March 31
                          1997      1996         1996
                        --------   -------     --------
       $1-2/3 par value  $28.10     $27.95      $26.67
       Class E           $    -     $    -      $ 3.40
       Class H           $14.05     $13.97      $13.35
     ....................................................

   See footnotes beginning on page 10.

                                                                       continues

                                - 6 -

     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions)           Three Months Ended
                                         March 31,
                                   ----------------------
                                        1997         1996
      ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $24,859     $21,683
                                      ======       ======
         Pre-tax income (loss)         $1,127       $(517)
         Income tax expense (benefit)     378        (222)
         Equity income                     15          16
                                      ------       ------
           GM-NAO net income (loss)      $764       $(279)
                                      ------       ------
       Delphi:
         Net sales and revenues        $6,664      $6,189
                                      ======       ======
         Pre-tax income                  $238        $122
         Income tax expense                72          47
         Equity income                     14           4
                                      ------       ------
           Delphi net income             $180         $79
                                      ------       ------
       GMIO:
         Net sales and revenues        $8,283      $8,997
                                      ======       ======
         Pre-tax income                  $476        $577
         Income tax expense               164         170
         Equity income                      5          25
                                      ------       ------
           GMIO net income (3)           $317        $432
                                      ------       ------
       GMAC net income                   $372        $309
       Hughes earnings                    235         312
       Other (4)                          (72)        (53)
                                      ------       ------
           Income from continuing
             operations                 1,796         800
       Income from discontinued
         operations                         -         219
                                      ------       ------
     Consolidated net income           $1,796      $1,019
                                      ======       ======
     .....................................................

See footnotes beginning on page 10.

                                                                       continues

                                - 7 -

     HIGHLIGHTS - Q1 Special and Unusual Items
     (Dollars in Millions Except
      Per Share Amounts)
                                     Three Months Ended
                                          March 31,

                                   ----------------------
                                        1997         1996
                                   ---------   ----------
      Special and Unusual Items Analysis

       Income from continuing
         operations                    $1,796        $800
                                       ------       ------
       Special and unusual items
         VW settlement (5)                 55           -
         Plant closing expense (6)        (50)          -
         Work stoppages (7)                 -        (900)
         Sale of 2.5% of DIRECTV (8)        -          72
                                       ------       ------
            Total special and
             unusual items                  5        (828)
                                       ------       ------
       Income from continuing operations
         -excluding special and
            unusual items              $1,791      $1,628
                                      ======       ======
      .....................................................

      $1-2/3 EPS Impact of Special and Unusual Items

       Attributable to continuing
         operations                     $2.30       $0.93
                                        -----        -----
       Special and unusual items
         VW settlement (5)               0.07           -
         Plant closing expense (6)      (0.07)          -
         Work stoppages (7)                 -       (1.20)
         Sale of 2.5% of DIRECTV (8)        -        0.07
                                        -----       ------
            Total special and
             unusual items                  -       (1.13)
                                        -----       ------
       Attributable to continuing
         operations - excluding
         special and unusual items      $2.30       $2.06
                                       =====       ======
       .....................................................

     See footnotes beginning on page 10.

                                   continues

                                - 8 -
HIGHLIGHTS - Q1 Operating Information
                                      Three Months Ended
                                           March 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             698          591
                        Trucks           554          461
                                     -------      -------
         Total United States           1,252        1,052
       Canada and Mexico                 150          114
                                     -------      -------
           Total North America         1,402        1,166
       International                     783          792
                                     -------      -------
             Total Worldwide           2,185        1,958
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  251          263
                 - Trucks                358          372
       Pontiac                           145          127
       GMC                               109          109
       Buick                              87           96
       Oldsmobile                         65           74
       Saturn                             60           64
       Cadillac                           42           41
       Other                               6            6
                                       -----        -----
         Total United States           1,123        1,152
     Canada and Mexico                   121          103
                                      ------       ------
         Total North America           1,244        1,255
                                      ------       ------
     International
       Europe                            466          489
       Latin America, Africa, and the
         Middle East                     162          160
       Asia and Pacific                  160          158
                                      ------       ------
         Total International             788          807
                                      ------       ------
             Total Worldwide           2,032        2,062
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           31.5%         32.2%
         Trucks                         28.6%         29.9%
           Total                        30.2%         31.2%
       Western Europe                   11.5%         12.0%
       Latin America                    16.0%         17.2%
       Asia and Pacific                  4.2%          4.4%
             Total Worldwide            15.1%         15.8%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             26.5%         25.0%
       % Fleet Sales - Trucks           13.6%         11.3%
       Total Vehicles                   20.9%         19.2%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                                81          84
       Trucks                              91          81
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    95.3%         69.1%
     ....................................................
     Retail Incentives (9)($ per unit)
       GM-NAO                           $860         $598
       GM Europe                        $622         $443
     ....................................................
     See footnotes beginning on page 10.
                                                                       continues

                                - 9 -

     HIGHLIGHTS - Q1 Operating Information
     (Dollars in Millions Except
      Per Share Amounts)
                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization (1)
       Depreciation                   $1,051         $989
       Amortization of special tools     787          761
       Amortization of intangible assets  41           38
                                       -----        -----
                                      $1,879       $1,788
                                       =====        =====
     ....................................................
     Worldwide Employment at March 31 (in 000s)
       GM-NAO                            242          252
       Delphi                            178          178
       GMIO                              112          109
       GMAC                               18           17
       Hughes                             88           83
       Other                              10           11
                                         ---          ---
       Employees associated with
         continuing operations           648          650
                                         ---          ---
     ....................................................
     Worldwide Payrolls-Continuing
       Operations                      $7,732      $7,540
     ....................................................
     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2) $1-2/3 par value includes:
                                        Three Months Ended
                                            March 31,
                                        -------------------
                                          1997          1996
                                         -----         -----
           Earnings attributable to:
           Continuing operations         $1,717         $704
           Discontinued operations            -           10
                                        -------      -------
             Net earnings                $1,717         $714
                                        =======      =======
           Earnings per share attributable to:
           Continuing operations         $2.30         $0.93
           Discontinued operations           -          0.01
                                        ------      -------
             Net earnings per share      $2.30         $0.94
                                        ======      =======
     (3) GMIO Includes:                  Three Months Ended
                                              March 31,
                                         ------------------
                                         1997           1996
                                         ----           ----
                        GM Europe        $149           $285
                        Other GMIO       $168           $147
     (4) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.
     (5) The  first-quarter  1997 results  included a gain of $55 million  after
         taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock,  that
         resulted from an agreement with  Volkswagen  A.G. (VW) settling a civil
         lawsuit which GM brought against VW.
     (6) The  first-quarter  1997  results were  negatively  impacted by a plant
         closing  charge of $50 million  after  taxes,  or $0.07 per share of GM
         $1-2/3 par value common stock,  related to the recent announcement that
         Delphi  Interior and  Lighting  Systems  will cease  production  at its
         Trenton, N.J., plant during the 1998 calendar year.

                               - 10 -

HIGHLIGHTS - Q1 Operating Information - Concluded

     (7) Strike-related  work  stoppages  in the  first  quarter  of 1996 had an
         unfavorable  impact of $900 million after taxes,  or $1.20 per share of
         GM $1-2/3 par value common stock.
     (8) The  first-quarter  1996  results  also  included a gain of $72 million
         after  taxes,  or $0.07 per share of GM $1-2/3 par value  common  stock
         associated with the sale of a 2.5 percent equity interest in DIRECTV.
     (9) Amounts reported for 1996 have been restated to reflect the methodology
         used to calculate Retail Incentives for the 1997 period.

                                    - 11 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

                                                          Three Months Ended
                                                              March 31,
                                                           1997       1996
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

Net sales and revenues
  Manufactured products                                  $37,440     $34,658
  Financial services                                       3,197       3,179
  Other income                                             1,623       1,403
                                                         -------     -------
    Total net sales and revenues                          42,260      39,240
                                                          ------      ------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below                       31,030      30,130
  Selling, general, and administrative expenses            3,591       3,070
  Depreciation and amortization expenses                   3,065       2,972
  Interest expense                                         1,461       1,421
  Plant closing expense                                       80           -
  Other deductions                                           248         414
                                                         -------     -------
    Total costs and expenses                              39,475      38,007
                                                          ------      ------

Income from continuing operations before income taxes      2,785       1,233
Income taxes                                                 989         433
                                                          ------     -------
Income from continuing operations                          1,796         800
Income from discontinued operations                            -         219
                                                       ---------      ------
    Net income                                             1,796       1,019

Dividends on preference stocks                                20          20
                                                          ------      ------
    Earnings on common stocks                             $1,776        $999
                                                           =====         ===

Earnings attributable to common stocks
  $1-2/3 par value from continuing operations             $1,717        $704
  Income from discontinued operations                          -          10
                                                         -------        ----
    Net earnings attributable to $1-2/3 par value         $1,717        $714
  Income from discontinued operations attributable
     to Class E                                           $    -        $209
                                                           =====         ===
  Net earnings attributable to Class H                       $59         $76
                                                              ==          ==

Average number of shares of common stocks outstanding (in millions)
  $1-2/3 par value                                           747         755
  Class E                                                      -         463
  Class H                                                    100          97

Earnings per share attributable to common stocks
  $1-2/3 par value from continuing operations                $2.30      $0.93
  Income from discontinued operations                            -       0.01
                                                            ------       ----
    Net earnings attributable to $1-2/3 par value            $2.30      $0.94
                                                              ====       ====
  Income from discontinued operations attributable
     to Class E                                             $    -      $0.45
                                                             =====       ====
  Net earnings attributable to Class H                       $0.59      $0.78
                                                              ====       ====

Cash dividends per share of common stocks
  $1-2/3 par value                                           $0.50      $0.40
  Class E                                                    $   -      $0.15
  Class H                                                    $0.25      $0.24

                                    - 12 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                   March 31,           March 31,
                                                      1997   Dec. 31,    1996
                                                 (Unaudited)  1996   (Unaudited)
                                                     (Dollars in Millions)

Assets
  Cash and cash equivalents                   $10,061     $14,063     $7,901
  Other marketable securities                  10,168       8,199      5,419
                                               ------     -------    -------
    Total cash and marketable securities       20,229      22,262     13,320

  Finance receivables - net                    62,202      57,550     59,092
  Accounts and notes receivable
     (less allowances)                          6,976       6,557      6,663
  Inventories (less allowances)                12,851      11,898     12,376
  Net assets of discontinued operations             -           -      5,245
  Contracts in process (less advances and
     progress payments)                         2,661      2,507       2,709
  Deferred income taxes                        20,138      19,510     20,164
  Equipment on operating leases (less accumulated
    depreciation)                              30,127      30,112     27,771
  Property
    Real estate, plants, and equipment         69,191      69,770     68,097
    Less accumulated depreciation             (41,037)    (41,298)   (41,252)
                                               ------      ------     ------ 
      Net real estate, plants, and equipment   28,154      28,472     26,845
    Special tools - net                         8,850       9,032      8,294
                                              -------     -------    -------
        Total property                         37,004      37,504     35,139

  Intangible assets - net                      12,737      12,691     10,295
  Other assets                                 21,134      21,551     19,056
                                             --------    --------   --------
      Total assets                           $226,059    $222,142   $211,830
                                              =======     =======    =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Accounts payable (principally trade)        $14,014    $14,221    $11,515
  Notes and loans payable                      88,111     85,300     80,299
  Deferred income taxes                         4,119      3,207      3,117
  Postretirement benefits other than pensions  43,607     43,190     42,015
  Pensions                                      7,814      7,599      6,203
  Other liabilities and deferred credits       45,589     45,207     44,659
                                             --------   --------   --------
      Total liabilities                       203,254    198,724    187,808

Stockholders' equity
  Preference stocks                                 1          1          1
  Common stocks
    $1-2/3 par value (issued, 729,805,298; 756,619,625;
      and 756,621,525 shares)                   1,216      1,261      1,261
    Class E (issued, 487,568,555 shares at
      March 31, 1996)                               -          -         49
    Class H (issued, 101,108,669; 100,075,000;
      and 98,154,411 shares)                       10         10         10
  Capital surplus (principally additional
      paid-in capital)                         17,689     19,189     19,114
  Retained earnings                             7,511      6,137      7,782
                                              -------    -------    -------
      Subtotal                                 26,427     26,598     28,217
  Minimum pension liability adjustment         (3,490)    (3,490)    (4,742)
  Accumulated foreign currency translation adjustments      (475)      (113)
118
  Net unrealized gains on investments in
    certain debt and equity securities            343        423        429
                                              -------   --------   --------
      Total stockholders' equity               22,805     23,418     24,022
                                               ------     ------     ------

      Total liabilities and stockholders'
         equity                              $226,059   $222,142   $211,830
                                              =======    =======    =======

                                    - 13 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                            1997         1996
                                                          (Dollars in Millions)

Net cash provided by operating activities               $4,097           $941
                                                         -----            ---

Cash flows from investing activities
  Expenditures for property                             (1,807)        (2,098)
  Investments in other marketable securities
      - acquisitions                                   (11,603)        (5,107)
  Investments in other marketable securities
      - liquidations                                    10,107          5,220
  Finance receivables - acquisitions                   (37,475)       (39,145)
  Finance receivables - liquidations                    26,848         33,812
  Proceeds from sales of finance receivables             5,538          5,876
  Operating leases - acquisitions                       (5,527)        (4,201)
  Operating leases - liquidations                        4,124          2,744
  Other                                                    512            359
                                                        ------         ------
Net cash used in investing activities                   (9,283)        (2,540)
                                                         -----          ----- 

Cash flows from financing activities
  Net increase (decrease) loans payable                  2,484         (2,343)
  Increase in long-term debt                             4,207          4,307
  Decrease in long-term debt                            (3,329)        (2,823)
  Proceeds from issuing common stocks                      206            190
  Repurchases of common stocks                          (1,761)             -
  Cash dividends paid to stockholders                     (422)          (421)
  Proceeds from the sale of minority interest in DIRECTV     -            138
Net cash provided by (used in) financing activities      1,385           (952)
                                                         -----         ------ 

Effect of exchange rate changes on cash and
     cash equivalents                                     (201)           (73)
                                                       -------        ------- 
Net cash used in continuing operations                  (4,002)        (2,624)
Net cash provided by discontinued operations                 -             29
                                                     ---------        -------
Net decrease in cash and cash equivalents               (4,002)        (2,595)
Cash and cash equivalents at beginning of the period    14,063         10,496
                                                        ------         ------

Cash and cash equivalents at end of the period         $10,061         $7,901
                                                        ======          =====

                                    - 14 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

    To facilitate analysis,  the following financial data presents the financial
statements for the Corporation's  manufacturing,  wholesale marketing,  defense,
and  electronics   operations  with  the  financing  and  insurance   operations
(primarily GMAC) reflected on an equity basis. This is the same basis and format
used in years prior to the Corporation's  adoption of SFAS No. 94, Consolidation
of All Majority-Owned Subsidiaries.

Consolidated Statements of Income With Financing and Insurance Operations on an
Equity Basis (Unaudited)

                                                          Three Months Ended
                                                               March 31,
                                                            1997     1996
 
                                                       (Dollars in Millions)

Net sales and revenues                                 $37,457    $34,672
                                                        ------     ------

Costs and expenses
  Cost of sales and other operating charges, exclusive
    of items listed below                               31,024     30,123
  Selling, general, and administrative expe              2,884      2,448
  Depreciation and amortization expenses                 1,879      1,788
  Plant closing expense                                     80          -
                                                      -------- ----------
    Total costs and expenses                            35,867     34,359
                                                        ------     ------

Operating income                                         1,590        313

Other income less income deductions                        758        567
Interest expense                                           219        196
                                                         -----     ------
Income from continuing operations before income          2,129        684
Income taxes                                               730        235
                                                        ------     ------
Income from continuing operations before earnings of
  nonconsolidated affiliates                             1,399        449
Earnings of nonconsolidated affiliates                     397        351
                                                        ------     ------
Income from continuing operations                        1,796        800
Income from discontinued operations                          -        219
                                                      --------     ------
    Net income                                          $1,796     $1,019
                                                         =====      =====

    Net profit margin (1)                                   4.8%       2.3%

(1) Net  profit  margin  represents  income  from  continuing  operations  as  a
    percentage of net sales and revenues.

                                       - 15 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets With Financing and Insurance Operations
on an Equity Basis (Unaudited)

                                              March 31,      Dec. 31,  March 31,
                                                   1997          1996      1996
                                                       (Dollars in Millions)

                        ASSETS

Cash and cash equivalents                  $9,395       $13,320        $6,539
Other marketable securities                 5,233         3,642         1,100
                                          -------       -------         -----
  Total cash and marketable securities     14,628        16,962         7,639
Accounts and notes receivable (less allowances)
  Trade                                     5,507         4,909         5,290
  Nonconsolidated affiliates                1,844           927         2,077
Inventories (less allowances)              12,851        11,898        12,376
Net assets of discontinued operations           -             -         5,245
Contracts in process - net                  2,661         2,507         2,709
Net equipment on operating leases           4,187         3,918         3,909
Deferred income taxes and other             3,483         3,141         5,481
                                          -------       -------        ------
    Total current assets                   45,161        44,262        44,726
Equity in net assets of nonconsolidated
    affiliates                              9,696         9,855         9,669
Deferred income taxes                      20,354        20,075        17,737
Other investments and miscellaneous assets 11,594        11,391        11,844
Property - net                             36,634        37,156        35,005
Intangible assets - net                    12,573        12,523        10,129
                                         --------      --------      --------
    Total assets                         $136,012      $135,262      $129,110
                                          =======       =======       =======

            LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $11,379       $11,527        $9,123
Loans payable                               1,306         1,214         1,779
Accrued liabilities and customer deposits  30,168        29,822        27,569
                                           ------        ------        ------
    Total current liabilities              42,853        42,563        38,471
Long-term debt                              5,316         5,192         4,510
Capitalized leases                            191           198           163
Postretirement benefits other than
     pensions                              40,988        40,578        39,410
Pensions                                    6,183         5,966         5,102
Other liabilities and deferred income
     taxes                                 15,956        15,742        15,829
Deferred credits                            1,720         1,605         1,603
                                        ---------     ---------     ---------
    Total liabilities                     113,207       111,844       105,088
                                          -------       -------       -------
Stockholders' equity                       22,805        23,418        24,022
                                         --------      --------      --------
    Total liabilities and stockholders'
       equity                            $136,012      $135,262      $129,110
                                          ============  =======       =======

                                       - 16 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                             1997       1996
                                                         (Dollars in Millions)

Net cash provided by (used in) operating activities       $1,808      $(998)
                                                           -----       ---- 

Cash flows from investing activities
  Expenditures for property                               (1,724)    (2,054)
  Investments in other marketable securities
     - acquisitions                                       (6,199)    (2,219)
  Investments in other marketable securities
     - liquidations                                        4,608      2,313
  Operating leases - acquisitions                         (1,352)    (1,002)
  Operating leases - liquidations                          1,001      1,500
  Other                                                     (104)       106
                                                          ------     ------
Net cash used in investing activities                     (3,770)    (1,356)
                                                           -----     ------ 

Cash flows from financing activities
  Net increase (decrease) in loans payable                    93       (407)
  Increase in long-term debt                                 154        962
  Decrease in long-term debt                                 (30)      (570)
  Proceeds from issuing common stocks                        206        190
  Repurchases of common stocks                            (1,761)         -
  Cash dividends paid to stockholders                       (422)      (421)
  Proceeds from sale of minority interest in DIRECTV           -        138
                                                        --------      -----
Net cash used in financing activities                     (1,760)      (108)
                                                           -----       ---- 

Effect of exchange rate changes on cash and
     cash equivalents                                       (203)       (75)
                                                          ------    ------- 
Net cash used in continuing operations                    (3,925)    (2,537)
Net cash provided by discontinued operations                   -         29
                                                       ---------    -------
Net decrease in cash and cash equivalents                 (3,925)    (2,508)
Cash and cash equivalents at beginning of the period      13,320      9,047
                                                          ------     ------

Cash and cash equivalents at end of the period            $9,395     $6,539
                                                           =====      =====

                                       - 17 -

                         HUGHES ELECTRONICS CORPORATION
                                  NEWS RELEASE

      Los  Angeles,  April 14, 1997 - Hughes  Electronics  Corporation  (Hughes)
today reported first quarter earnings, before the effects of purchase accounting
adjustments  related to General  Motors'  (GM)  acquisition  of Hughes  Aircraft
Company, of $235.2 million, or $0.59 per share of GM Class H common stock.

      Revenues for the period were $4,152.7 million,  an 11.1% increase from the
$3,736.7 million reported in the first quarter of 1996.

      Excluding the 1996 first quarter $71.6 million  after-tax  gain ($0.18 per
share) from the sale of a 2.5% equity interest in DIRECTV to AT&T,  earnings for
the first quarter of 1997  decreased  2.0% from the $240.1  million and earnings
per share decreased $0.01 per share from the $0.60 per share in the year earlier
period.  This reduction included a change in the amortization period for certain
deferred  subscriber  acquisition  costs  incurred by DIRECTV,  which  decreased
earnings  and  earnings  per share for the  quarter by $23.3  million and $0.06,
respectively.

      Operating profit (excluding GM purchase accounting adjustments) was $324.8
million for the quarter,  a 15.7%  decrease from the operating  profit of $385.2
million  reported  during the comparable  period in 1996.  The operating  profit
margin on the same  basis was 7.9% for the  quarter  compared  with 10.7% in the
first quarter of 1996. Operating profit was reduced by $35.8 million as a result
of  the  change  in the  amortization  period  for  certain  DIRECTV  subscriber
acquisition costs.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive  Officer,  said
that each of Hughes' three  business  segments  contributed to the first quarter
sales growth. "The  Telecommunications and Space segment led the Company's sales
increase due to  continued  DIRECTV  subscriber  growth and  increased  sales of
commercial and government  satellites.  The Automotive Electronics segment sales
growth  was driven by  increased  production  volumes  while the  Aerospace  and
Defense  Systems  segment sales  increase was primarily due to build-up of newer
programs, particularly in information systems and services."

      Mr. Armstrong said that the first quarter earnings decline, excluding last
year's $71.6 million  after-tax gain related to DIRECTV,  was principally due to
lower Galaxy  satellite  transponder  sales,  increased  expenses related to the
change in the  amortization  period for  certain  subscriber  acquisition  costs
incurred by DIRECTV, and lower margins in Automotive  Electronics  primarily due
to price  reductions.  These factors were offset in part by the favorable impact
of a lower effective tax rate in the quarter.

      On January 16,  1997,  GM and Hughes  announced  a series of  transactions
designed to address  strategic  challenges and unlock  shareholder  value in the
three Hughes business segments.  The transactions  include the tax-free spin-off
of the Hughes  defense  business to holders of GM's $1-2/3 par value and Class H
common  stock,  followed by the tax-free  merger of that  business with Raytheon
Company.  At the same time, Delco Electronics will be transferred from Hughes to
GM's Delphi Automotive Systems unit. Finally,  GM's Class H common stock will be
recapitalized into a tracking stock linked to the  telecommunications  and space
business  of  Hughes.   The   transactions  are  expected  to  be  submitted  to
stockholders for approval in late 1997.

                                    - 18 -
Segment Financial Review: First Quarter

                          TELECOMMUNICATIONS AND SPACE

      Revenues for the quarter were $1,023.4  million,  an increase of 9.3% over
revenues of $936.4 million reported in the prior year's first quarter. Excluding
the $120.3 million  pre-tax gain  recognized from the sale of 2.5% of DIRECTV to
AT&T in 1996,  revenues  increased  25.4%.  This  growth  was  primarily  due to
continued  expansion  of the DIRECTV  subscriber  base in the United  States and
Latin and South  America,  and  increased  sales of  commercial  and  government
satellites  which  more than  offset the impact  from lower  Galaxy  transponder
sales.  DIRECTV  subscribers  at March 1997 month-end  totaled  2,470,000 in the
United States and 105,000 in Latin and South America.

      Operating profit in the first quarter was $7.2 million compared with $74.5
million  reported in the same period in 1996.  First  quarter  operating  profit
margin declined to 0.7% in 1997 from 9.1% in 1996. These reductions were largely
the result of lower Galaxy transponder sales, start-up operating losses from the
Company's Latin and South American DIRECTV subsidiary, Galaxy Latin America, and
increased  expenses  resulting  from the change in the  amortization  period for
DIRECTV   subscriber   acquisition  costs  related  to  a  consumer  rebate  and
manufacturers' incentive program. Based on recent guidance from the staff of the
Securities  and  Exchange  Commission,  the  period  over  which  such costs are
amortized  has been  reduced  from three  years to one year.  The effect of this
change  was to reduce  operating  profit  and  operating  profit  margin for the
segment by $35.8 million and 3.5 points, respectively.

                             AUTOMOTIVE ELECTRONICS

      Revenues for the quarter increased 13.8% to $1,447.0 million from revenues
of $1,271.8  million for the same period in 1996. The growth was principally due
to a 20.5%  increase  in GM vehicles  produced  in the United  States and Canada
(excluding  joint  ventures) and a 12.2%  increase in  international  and non-GM
sales (from $245 million to $275 million)  partially offset by a 5.9% decline in
Delco-supplied  electronic content (from $929 to $874 per GM vehicle produced in
the United  States and Canada,  excluding  joint  ventures).  Last year's  first
quarter  performance  was  negatively  impacted  by the 17-day  strike at two GM
component plants in Dayton,  Ohio that resulted in the temporary  shutdown of 26
of 29 GM North American assembly plants.

      Operating  profit  decreased  8.6% in the first quarter to $145.6  million
from $159.3 million in the comparable  period in 1996. The decline was primarily
due to price reductions  resulting from  competitive  pricing in connection with
GM's global  sourcing  initiative  and the impact from  continued  international
expansion which more than offset the increased  production volume benefits.  The
1996 first  quarter  results  included an operating  loss of  approximately  $50
million related to the work stoppage  described above.  First quarter  operating
profit margin declined to 10.2% from 12.6% in 1996.

                         AEROSPACE AND DEFENSE SYSTEMS

      First quarter 1997 revenues were $1,646.6  million,  an 8.9% increase over
revenues of $1,512.4  million reported last year. The growth was principally due
to  additional   revenues   resulting  from  the  build-up  of  newer  programs,
particularly  information  systems and services programs such as Desktop V, Wide
Area Augmentation System, and Hughes Air Warfare Center.

      Primarily due to these revenue increases,  operating profit for the period
increased  9.8% to $173.4  million  compared  with $157.9  million for the first
quarter  of 1996.  The 1997  first  quarter  operating  profit  margin  remained
unchanged at 10.5%, as compared to 1996.

                                    - 19 -

CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                        Three Months
                                                       Ended March 31,  
                                                       1997          1996
Revenues
Net sales
    Outside customers                              $2,765.7      $2,438.9
    General Motors and affiliates                   1,362.5       1,174.7
Other income - net                                     24.5         123.1
------------------                                     ----         -----

Total Revenues                                      4,152.7       3,736.7
--------------                                      -------       -------

Costs and Expenses

Cost of sales and other operating charges,
    exclusive of items listed below                 3,216.8       2,796.5
Selling, general, and administrative expenses         440.5         300.3
Depreciation and amortization                         146.1         131.6
Amortization of GM purchase accounting adjustments
    related to Hughes Aircraft Company                 30.6          30.6
Interest expense - net                                  3.9           5.2
----------------------                                  ---           ---

Total Costs and Expenses                            3,837.9       3,264.2
------------------------                            -------       -------

Income before Income Taxes                            314.8         472.5
Income taxes                                          110.2         191.4
------------                                          -----         -----

Net Income                                            204.6         281.1
Adjustments to exclude the effect of GM purchase accounting
    adjustments related to Hughes Aircraft Company     30.6          30.6
    ----------------------------------------------     ----          ----

Earnings Used for Computation of Available
    Separate Consolidated Net Income                 $235.2        $311.7
    ================================                 ======        ======

Available Separate Consolidated Net Income            $59.1         $76.0
==========================================            =====         =====

Net Earnings Attributable to General Motors
    Class H Common Stock on a Per Share Basis          $0.59        $0.78
    =========================================          =====        =====

                                    - 20 -

CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
                                                  March 31,      December 31,
ASSETS                                              1997             1996    
------                                            --------       ------------
Current Assets
Cash and cash equivalents                           $893.0        $1,161.3
Accounts and notes receivable
  Trade receivables                                1,291.9         1,200.6
  General Motors and affiliates                      116.8           113.4
Contracts in process                               2,661.0         2,507.1
Inventories                                        1,612.3         1,528.5
Prepaid expenses, including deferred income taxes    737.6           568.1
-------------------------------------------------    -----           -----

Total Current Assets                               7,312.6         7,079.0
Property - Net                                     2,879.4         2,886.6
Telecommunications and Other Equipment - Net       1,168.4         1,133.5
Intangible Assets - Net                            3,522.7         3,466.0
Investments and Other Assets                       1,858.7         1,915.0
----------------------------                       -------         -------

Total Assets                                     $16,741.8       $16,480.1
============                                     =========       =========

LIABILITIES AND STOCKHOLDER'S EQUITY                                      
Current Liabilities
Accounts payable
  Outside                                         $1,008.9          $896.4
  General Motors and affiliates                       22.4            27.5
Advances on contracts                                850.3           868.9
Notes and loans payable                              634.9           248.1
Income taxes payable                                 189.2           132.9
Accrued liabilities                                1,641.8         2,025.8
-------------------                                -------         -------

Total Current Liabilities                          4,347.5         4,199.6
Long-Term Debt and Capitalized Leases                 31.3            34.5
Postretirement Benefits Other Than Pensions        1,668.4         1,658.9
Other Liabilities and Deferred Credits             1,407.5         1,407.2
Total Stockholder's Equity                         9,287.1         9,179.9
--------------------------                         -------         -------

Total Liabilities and Stockholder's Equity       $16,741.8       $16,480.1

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).

                                    - 21 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                        Three Months
                                                       Ended March 31,  
                                                      1997         1996
TELECOMMUNICATIONS AND SPACE
Revenues
    Amount                                         $1,023.4      $936.4
    As a percentage of Hughes Revenues                 24.6%       25.1%
Net Sales                                          $1,018.8      $821.0
Operating Profit (1)                                   $7.2       $74.5
Operating Profit Margin (2)                             0.7%        9.1%
Depreciation and Amortization (3)                     $50.3       $46.2
Capital Expenditures (4)                              $94.0       $70.3
------------------------                              -----       -----

AUTOMOTIVE ELECTRONICS
Revenues
    Amount                                         $1,447.0    $1,271.8
    As a percentage of Hughes Revenues                 34.8%       34.0%
Net Sales                                          $1,433.9    $1,260.2
Operating Profit (1)                                 $145.6      $159.3
Operating Profit Margin (2)                            10.2%       12.6%
Depreciation and Amortization                         $56.2       $48.8
Capital Expenditures                                  $35.9       $50.3
--------------------                                  -----       -----

AEROSPACE AND DEFENSE SYSTEMS
Revenues
    Amount                                         $1,646.6    $1,512.4
    As a percentage of Hughes Revenues                 39.7%       40.5%
Net Sales                                          $1,644.8    $1,502.2
Operating Profit (1)                                 $173.4      $157.9
Operating Profit Margin (2)                            10.5%       10.5%
Depreciation and Amortization (3)                     $37.0       $32.7
Capital Expenditures                                  $30.3       $28.5
--------------------                                  ------      -----

CORPORATE AND OTHER
Operating Loss (1)                                    $(1.4)      $(6.5)
------------------                                    ------      ------

     * The Consolidated Financial Statements reflect the application of purchase
accounting  adjustments  related to GM's acquisition of Hughes Aircraft Company.
However,  as provided in the General Motors  Certificate of  Incorporation,  the
earnings attributable to GM Class H common stock for purposes of determining the
amount  available  for the  payment  of  dividends  on GM Class H  common  stock
specifically   excludes  such  adjustments.   In  order  to  provide  additional
analytical  data,  the above  unaudited pro forma selected  segment data,  which
excludes the purchase  accounting  adjustments  related to GM's  acquisition  of
Hughes Aircraft Company, is presented.

(1) Net Sales less Total Costs and Expenses  other than  Interest  Expense.  (2)
Operating Profit as a percentage of Net Sales. (3) Excludes amortization arising
from  purchase  accounting  adjustments  related to GM's  acquisition  of Hughes
Aircraft Company amounting to $5.3 million for the  Telecommunications and Space
segment and $25.2 million for the Aerospace and Defense  Systems segment in 1997
and 1996.  (4) Includes  expenditures  related to  telecommunications  and other
equipment  amounting  to $57.6  million  and  $16.0  million,  in 1997 and 1996,
respectively.

                                    - 22 -

                     GENERAL MOTORS ACCEPTANCE CORPORATION
                                  NEWS RELEASE

                 GMAC ANNOUNCES STRONG FIRST-QUARTER EARNINGS

DETROIT -- GMAC (General Motors Acceptance  Corporation) reported  first-quarter
1997 consolidated net income of $372 million, up 20% from $309 million earned in
the first  quarter  of 1996,  GMAC  President  John R.  Rines  announced  today.
Excluding the cumulative  effect of a favorable  accounting change made in 1991,
these results were the highest first-quarter earnings in 10 years.

      In the quarter, net income from financing  operations,  including the GMAC
Mortgage  Group,  totaled $294  million,  up 8% from $272 million  earned in the
first quarter of 1996. Results for the first three months of 1997 benefited from
higher earnings from the mortgage  operations and increased net interest margins
in the United States and Canada.

      Motors Insurance Corporation,  GMAC's insurance subsidiary,  generated net
income of $78 million in the first  quarter,  compared  with $37 million  earned
last year. MIC's earnings increase is principally due to higher capital gains.

                                    * * *

                                    - 23 -

                                   SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                  (Registrant)
Date    April 14, 1997
        -----------------
                             By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 24 -