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) May 12, 1999
                                  ------------




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




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




   100 Renaissance Center, Detroit, Michigan                 48265-1000
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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


















                                    - 1 -


ITEM 5.  OTHER EVENTS

   On May 12, 1999, General Motors Corporation issued an Information
Statement about the spin-off of Delphi Automotive Systems Corporation.  The
statement is as follows:



                                  * * * * *


May 12, 1999

Dear GM Stockholder:

We are pleased to send you this  Information  Statement  about our spin-off of
Delphi Automotive  Systems  Corporation.  The Information  Statement  provides
you with important information concerning:

      -  the tax treatment of the Delphi shares you will receive,

      -  how we determined the number of shares you will receive,

      -  how fractional shares will be treated,

      -  a brief description of the background and business of Delphi, and

      -  how you can obtain additional information about these matters.

We are  confident  that the  spin-off  will  benefit  GM,  Delphi  and you,  our
stockholders.

The Delphi  spin-off,  our stock  repurchase  programs and other  initiatives to
improve our core business have been designed to maximize stockholder value. With
the GM Board of Directors  maintaining  GM's  dividend at the current  quarterly
rate of $0.50 per share after the  spin-off,  GM  stockholders  who retain their
Delphi shares (which is expected to yield a dividend of $0.07 quarterly)  should
realize a significant increase in the aggregate dividends they receive.

We are convinced that both companies - GM and Delphi - will become  stronger and
more competitive as a result of the separation. This is an historic and exciting
time for GM and for Delphi. I hope you share our enthusiasm.  Thank you for your
investment in General Motors,  and I trust that you will find your investment in
Delphi to be very rewarding.



Sincerely,
John F. Smith, Jr.
Chairman and Chief Executive Officer













                                    - 2 -


                              INFOMRATION STATEMENT
                              ---------------------

                                   Spin-Off of
                      Delphi Automotive Systems Corporation
                            Through the Distribution
                                       By
                           General Motors Corporation
                            of 452,565,000 Shares of
                               Delphi Common Stock
                                       to
                          GM $1 2/3 Common Stockholders
              -------------------------------------------------

     We are sending you this Information  Statement  because we are spinning off
our Delphi  Automotive  Systems  Corporation  subsidiary  to the  holders of our
$1-2/3 common stock. We are effecting this spin-off by distributing about 0.7 of
a share of Delphi  common  stock as a dividend on each  outstanding  share of GM
$1-2/3 common stock,  amounting to 452,565,000  shares of Delphi common stock in
total.  The dividend  will be payable on May 28, 1999 to holders of record of GM
$1-2/3 common stock on May 25, 1999.

      Delphi is the world's largest and most diversified  supplier of automotive
parts,  with sales to every major  manufacturer  of light vehicles in the world.
Delphi is also the  principal  supplier of automotive  parts to General  Motors.
Last year,  the GM board of  directors  determined  that it would be in the best
interests  of GM and its  stockholders  to separate  Delphi from GM. In February
1999,  Delphi  completed an initial public offering of about 17.7% of its common
stock.  Following  this spin-off and our  contribution  of 12,435,000  shares of
Delphi  common stock to a trust for the benefit of GM retired  hourly  employees
promptly thereafter,  we will no longer own any shares of Delphi and Delphi will
be a fully independent, publicly traded company.

      No vote of GM  stockholders  is  required  in  connection  with the Delphi
spin-off. Therefore, you are not required to take any action.

      We are sending you this Information  Statement,  which contains additional
information about the terms of the spin-off, Delphi and Delphi common stock, for
your information only. If you would like more information,  please call Morrow &
Co., Inc., our information agent, at (800) 566-9058.

      Neither the  Securities and Exchange  Commission nor any state  securities
regulators have approved the Delphi common stock to be issued to you pursuant to
this  spin-off  or  determined  if this  Information  Statement  is  accurate or
adequate. Any representation to the contrary is a criminal offense.

           The date of this Information Statement is May 12, 1999.




                                    - 3 -


<PAGE>



                         INFORMATION ABOUT THE SPIN-OFF

The Spin-Off

     On April 12,  1999,  the GM board of  directors  approved  the  spin-off of
Delphi to holders of GM's $1-2/3 common stock. In order to effect this spin-off,
the GM board  declared  a  dividend  on GM $1-2/3  common  stock  consisting  of
452,565,000 shares of Delphi common stock owned by GM,  representing about 80.1%
of the outstanding  Delphi common stock. The dividend will be paid at 9:00 a.m.,
Eastern time, on May 28, 1999 to the holders of record of GM $1-2/3 common stock
as of 5:00 p.m.,  Eastern time, on May 25, 1999, in the amount of about 0.7 of a
share of Delphi  common  stock for each share of  outstanding  GM $1-2/3  common
stock, as described below.

     The Delphi  spin-off has an indicated value of about $13.62 per share of GM
$1-2/3  common  stock,  or about  $8.8  billion in the  aggregate,  based on the
closing  price of Delphi  common  stock on the New York Stock  Exchange  and the
number of shares of GM $1-2/3 common stock outstanding as of May 7, 1999.

     You will not be  required  to pay any cash or other  consideration  for the
shares of Delphi  common  stock  distributed  to you or to surrender or exchange
your shares of GM $1-2/3 common stock in order to receive the dividend of Delphi
common stock.

The Number of Shares You Will Receive

      The  actual  number  of  shares  of  Delphi  common  stock  that  will  be
distributed to you for each share of GM $1-2/3 common stock that you own at 5:00
p.m.,  Eastern  time,  on the May 25,  1999 record  date will be  calculated  as
follows:
                                 452,565,000
                   (which is the total number of shares of
            Delphi common stock to be distributed in the spin-off)

                                   divided by

       the total number of shares of GM $1-2/3 common stock outstanding at
           5:00 p.m., Eastern time, on May 25, 1999

     We cannot  determine  the actual number of shares of Delphi common stock to
be  distributed  in respect of each share of GM $1-2/3  common stock until after
May 25, 1999 since that number will be  calculated  based on the total number of
shares of GM $1-2/3 common stock outstanding at 5:00 p.m.,  Eastern time, on the
May 25, 1999 record date.  Promptly  following the record date, we will publicly
announce the actual number of shares of Delphi common stock to be distributed in
respect of each share of GM $1-2/3  common stock in the  spin-off.  We will also
make that information available on our website at http://www.gm.com.


                                    - 4 -


     Based on the number of shares of GM $1-2/3 common stock  outstanding  as of
May 7, 1999, which we do not expect to change  materially  between that date and
May 25, 1999,  you would  receive  0.69839 of a share of Delphi common stock for
each share of GM $1-2/3 common stock that you own at 5:00 p.m., Eastern time, on
May 25, 1999.

When and How You Will Receive the Dividend

      We will pay the dividend on May 28, 1999 by releasing our shares of Delphi
common stock to be distributed in the spin-off to BankBoston,  N.A., the payment
agent.  As of 9:00 a.m.,  Eastern time, on May 28, 1999,  the payment agent will
cause the shares of Delphi common stock to which you are entitled as a result of
the spin-off to be registered in your name. As of that time, you will become the
record holder of that number of shares of Delphi common stock.

      The payment agent is not  authorized to deliver any  fractional  shares of
Delphi common stock as part of the spin-off. Instead, the payment agent has been
instructed to aggregate all of the fractional  shares and sell them on behalf of
those  holders who  otherwise  would be entitled to receive a fractional  share.
Such  holders  will then  receive a cash payment in the amount of their pro rata
share of the total net proceeds of that sale.

      Since Delphi common stock is issued as uncertificated shares registered in
book-entry  form  through  the  direct  registration   system,  no  certificates
representing  your  shares of Delphi  common  stock will be mailed to you in the
ordinary  course.  Your book-entry  shares will be held with the Delphi transfer
agent and registrar,  BankBoston, N.A., who serves as the official record-keeper
for Delphi  common  stock.  Under the  direct  registration  system,  instead of
receiving stock certificates,  you will receive an account statement  reflecting
your  ownership  interest in shares of Delphi common  stock.  If at any time you
want to receive a physical  certificate  evidencing your shares of Delphi common
stock, you may do so by contacting the Delphi transfer agent and registrar.

      The payment agent will begin mailing  account  statements  reflecting your
ownership of whole shares of Delphi common stock promptly after the May 28, 1999
dividend payment date. When you receive your first account  statement,  you will
receive  information  explaining the direct  registration system and telling you
how to obtain a physical  Delphi stock  certificate if you desire to do so. Your
check for any cash that you may be  entitled  to receive  instead of  fractional
shares of Delphi common stock will follow separately. We currently estimate that
it will take  about two weeks from the  dividend  payment  date for the  payment
agent to complete these mailings.




                                     - 5-

U.S. Federal Income Tax Consequences

      Tax-Free Status of the Spin-Off.  We have received a private letter ruling
from the IRS to the effect that our  distribution  of Delphi common stock to our
$12/3  common  stockholders  in the  spin-off  will be tax-free to us and to the
holders of our $1-2/3 common stock for U.S. federal  income tax  purposes.  This
means that, for U.S. federal income tax purposes:

      -  GM $1-2/3 common stockholders will not recognize gain or loss by reason
         of the receipt of whole  shares of Delphi  common  stock as a result of
         the spin-off; and

      -  General Motors will not recognize gain or loss by reason of the
         spin-off.

      Although private letter rulings are generally  binding on the IRS, we will
not be able  to rely on the  ruling  if any of the  factual  representations  or
assumptions we made to obtain the ruling are incorrect or untrue in any material
respect.  We are not currently  aware of any facts or  circumstances  that would
cause any of these  representations  or assumptions to be incorrect or untrue in
any material respect. Nevertheless, if the spin-off were subsequently held to be
taxable,  the above  consequences would not apply and both GM and the holders of
our $1-2/3 common stock could be subject to tax.

      Subsequent  Sale of Stock.  If you sell your shares of Delphi common stock
or GM $1-2/3 common stock after the spin-off, you will recognize gain or loss on
such sale based on the difference between the proceeds you receive from the sale
and the tax basis  allocated  to the shares you sold as  described  below  under
"Allocation  of Tax  Basis."  This gain or loss will be a capital  gain or loss,
assuming that you held such shares as a capital  asset,  and will be a long-term
or  short-term  gain or loss based on your  holding  period  for such  shares as
described below under "Holding Period."

     Allocation  of Tax  Basis.  Your tax  basis  for the  Delphi  common  stock
received in the spin-off  will be  determined  based on your tax basis in the GM
$1-2/3  common stock with respect to which your  distribution  of Delphi  common
stock was made. Following the spin-off,  your aggregate tax basis in your shares
of GM $1-2/3  common stock and Delphi common  stock,  including  any  fractional
shares sold for cash as described  above,  will be the same as your tax basis in
your shares of GM $1-2/3 common stock  immediately  prior to the  spin-off.  The
aggregate tax basis in your shares of GM $1-2/3 common stock  immediately  prior
to the spin-off will be allocated between your Delphi common stock and GM $1-2/3
common stock in  proportion to the fair market value of your shares of GM $1-2/3
common stock and Delphi common stock on the May 28, 1999 dividend payment date.




                                    - 6 -

     Holding  Period.  The holding  period of the shares of Delphi  common stock
that you receive as a result of the spin-off will include the holding period for
your shares of GM $1-2/3 common stock with respect to which your distribution of
Delphi  common  stock was made,  provided  that your shares of GM $1-2/3  common
stock are held as a capital asset on the dividend payment date.

      Treatment  of  Fractional  Shares.  If  you  receive  cash  in  lieu  of a
fractional share of Delphi common stock as part of the spin-off,  such cash will
be treated for U.S.  federal  income tax  purposes as paid in exchange  for such
fractional  share of stock.  You will realize a capital  gain or loss,  provided
that the fractional share is considered to be held as a capital asset,  measured
by the  difference  between the cash you receive for such  fractional  share and
your tax basis in that fractional share as described above. This capital gain or
loss will be treated as a  long-term  or  short-term  gain or loss based on your
holding  period  for the GM  $1-2/3 common  stock  on which  you  received  your
distribution of Delphi common stock.

      State, Local and Foreign Tax Consequences. You should consult your own tax
advisor regarding the state,  local and foreign tax consequences of your receipt
of shares of Delphi common stock and any payment for fractional shares.

      Additional   Information  To  Help  You  Calculate  Your  New  Tax  Basis.
Additional  information will be sent to you with your Delphi account  statements
concerning  the allocation  of your old tax basis in your GM $1-2/3 common stock
between your shares of GM $1-2/3 common stock and Delphi common stock, including
fractional shares.

      Tax Return Statement.  U.S. Treasury  regulations require you to attach to
your U.S.  federal income tax return for the year in which the spin-off occurs a
detailed statement setting forth certain information regarding the nature of the
spin-off.  Within a reasonable  time after  completion of the spin-off,  we will
provide you with the information necessary to comply with that requirement.  You
should  retain this  statement so it can be  completed  and attached to your tax
return.

      The summary of U.S. federal income tax consequences set forth above is for
general information  purposes only and may not be applicable to stockholders who
are not citizens or residents of the United States or who are otherwise  subject
to special  treatment under the Internal Revenue Code. All  stockholders  should
consult their own tax advisors as to the particular tax  consequences to them of
the  spin-off,  including  the  state,  local and (if  applicable)  foreign  tax
consequences.






                                       - 7 -

                       DIVIDENDS ON GM $1-2/3 COMMON STOCK

     In April 1999, at the time it approved the Delphi spin-off, the GM board of
directors also  indicated its intention to maintain the current $0.50  quarterly
dividend on GM $1-2/3 common stock subsequent to the completion of the spin-off.
On May 3, 1999, the GM board declared a quarterly dividend of $0.50 per share on
GM $1-2/3 common stock,  payable on June 10, 1999 to holders of record as of May
13, 1999.  This will provide holders of GM $1-2/3 common stock with an effective
dividend  increase  since GM's  dividend on such stock will remain  constant and
Delphi currently intends to pay quarterly dividends of $0.07 per share on Delphi
common  stock,  as  described  below  under  "Information  About  Delphi  Common
Stock--Dividends."  Assuming  Delphi pays dividends at such rate,  holders of GM
$1-2/3  common stock who retain  their Delphi  common stock (about 0.7 shares of
Delphi for every share of GM $1-2/3 common stock owned) after the spin-off  will
benefit  from an  increased  overall  dividend  payment of about $0.20 per year.
While the GM board has no current intention to change its policy with respect to
the payment of dividends on GM $1-2/3 common stock,  the declaration and payment
of future  dividends by GM will, of course,  be subject to the discretion of its
board of  directors  and will  depend on its  results of  operations,  financial
condition,  cash  requirements  and  future  prospects,   general  economic  and
financial market conditions and other factors deemed relevant by the GM board.


                            INFORMATION ABOUT DELPHI

Overview of Delphi

      Delphi is the world's largest and most diversified  supplier of automotive
parts,  with  1998 net  sales of $28.5  billion.  Delphi  became a leader in the
global automotive parts industry by capitalizing on the extensive  experience it
gained as the principal  supplier of automotive parts to General Motors.  Delphi
is  primarily a "Tier 1" supplier,  which means that it  generally  provides its
products directly to automotive vehicle manufacturers,  which we sometimes refer
to as "VMs."  Delphi also sells its products to the  worldwide  aftermarket  for
replacement parts and to non-VM customers.

      Several  years ago,  Delphi began to transform  its business  from a North
America-based,  captive  component  supplier  to  General  Motors  into a global
supplier  of  components,  integrated  systems  and  modules for a wide range of
customers.  Delphi  currently sells its products to every major  manufacturer of
light vehicles in the world. Since 1993,  Delphi's sales to customers other than
GM have grown from 13.3% of its total sales to 21.4% in 1998.  For this purpose,
Delphi's  total sales  include all sales by entities in which it owns a minority
interest. Also, in 1998, Delphi's sales to GM were impacted by work stoppages at
certain GM and Delphi locations in the United States.


                                    - 8 -

      Delphi has  established an expansive  global  presence,  with a network of
manufacturing sites, technical centers, sales offices and joint ventures located
in every major region in the world.  Through Delphi's experience with GM, it has
developed a sophisticated understanding of the design, engineering,  manufacture
and operation of all aspects of the  automotive  vehicle.  It has both extensive
technical  expertise  in a broad  range of  product  lines  and  strong  systems
integration skills, which enable Delphi to provide comprehensive,  systems-based
solutions for its customers.

      Delphi  operates its business along three major product sectors which work
closely  together to coordinate its product  development and marketing  efforts.
Delphi  believes  that it is one of the leading  Tier 1 suppliers in each of its
focused business areas. Delphi's three major product sectors are:

      -  Electronics & Mobile Communication, which includes its automotive
         electronics and audio and communications services;

      -  Safety, Thermal & Electrical Architecture, which includes its interior,
         thermal and power and signal distribution products; and

      -  Dynamics & Propulsion, which includes its energy and engine management,
         chassis and steering products.

Background of the Separation of Delphi from General Motors

      During the period  immediately  prior to the  spin-off,  Delphi has been a
majority-owned  subsidiary of General Motors. Before 1991, Delphi's business was
conducted by many separate  automotive parts operations which General Motors had
acquired over time, beginning in the early twentieth century.

      In 1991,  General  Motors  organized its  components  businesses  into the
Automotive  Components Group. GM's objective was to improve the  competitiveness
of these  operations  and then,  based on this  improved  competitive  position,
increase its business through penetration of new markets. In 1995, the group was
given the name "Delphi  Automotive  Systems" in order to establish  its separate
identity in the automotive parts industry. In late 1997, in connection with GM's
spin-off of its defense electronics  business,  GM transferred Delco Electronics
to its  Delphi  Automotive  Systems  business  sector  in order to more  closely
integrate Delco Electronics'  expertise in automotive  electronics with Delphi's
capabilities in automotive components and systems.

      For the last several years,  General Motors has engaged in a comprehensive
review of Delphi's  business  in order to address  strategic  challenges  facing
Delphi. In August 1998, the GM board of directors determined that it would be in
the best interests of General  Motors and its  stockholders  to separate  Delphi
from General  Motors and  authorized  management to proceed to develop a plan to
implement this separation.

                                    - 9 -

      Delphi was  incorporated  in Delaware in September 1998 in preparation for
its  separation  from  General  Motors.  Effective  as of January  1,  1999,  GM
contributed  to Delphi those assets and  liabilities  comprising the business of
the Delphi Automotive  Systems business sector of GM, in each case to the extent
agreed to by GM and  Delphi.  In February  1999,  Delphi  completed  the initial
public offering of 100,000,000 shares, or about 17.7%, of its common stock. As a
result, GM currently owns the remaining  465,000,000  shares, or about 82.3%, of
Delphi's outstanding common stock.
      In April 1999, after  consideration of the timing,  structure and terms of
various  means by which to  complete  the  separation  of Delphi from GM, the GM
board of directors approved the spin-off of 452,565,000 of GM's shares of Delphi
common stock,  representing about 80.1% of Delphi's outstanding common stock, to
GM $1-2/3 common  stockholders  by  means of a  dividend  as  described  in this
Information  Statement.  At the  same  time,  the GM  board  also  approved  the
contribution by GM of the other 12,435,000 shares of Delphi common stock held by
GM,  representing  about 2.2% of  Delphi's  outstanding  common  stock,  to a GM
voluntary employees' beneficiary association, the General Motors Welfare Benefit
Trust ("VEBA"),  which provides  post-retirement  health care and life insurance
benefits for GM's U.S.  hourly retirees and their  dependents.  GM will make the
contribution  to the VEBA  promptly  following  the  spin-off  on May 28, 1999 .
Earlier this month, GM received confirmation from the IRS that this contribution
of shares of Delphi common stock to the VEBA will not affect the tax-free status
of the spin-off.

      Effective as of the time of the completion of the spin-off,  executives of
GM who have been serving on Delphi's  board of  directors  will resign from such
positions.  After the  spin-off and the VEBA  contribution,  the  separation  of
Delphi  from GM will be  complete,  GM will not own any shares of Delphi  common
stock and Delphi will be a fully independent, publicly traded company.

Delphi's Ongoing Relationship With General Motors

      Delphi and  General  Motors  will  continue  to have  significant  ongoing
relationships  following the  spin-off.  Delphi and GM are parties to agreements
providing for the  separation of their  respective  business  operations.  These
agreements  govern  various  interim  and  ongoing   relationships  between  the
companies,  including  certain  transitional  services  that GM will continue to
provide to Delphi following the spin-off.

      In particular, Delphi and GM have entered into a supply agreement which is
intended to provide Delphi with a substantial base of business with GM well into
the next decade.  General Motors is Delphi's largest customer and Delphi is GM's
largest  automotive parts supplier.  The supply agreement  between GM and Delphi
provides that all existing contracts between GM and Delphi as of January 1, 1999
will generally  remain in effect,  including the pricing,  duration and purchase
order terms and conditions.  This includes existing contracts under which Delphi
has not yet begun to supply products.
However,


                                    - 10 -

the timing of payments from GM to Delphi under the existing contracts changed as
of January 1, 1999 to generally  require  payment by GM on the second day of the
second month following  shipment rather than in the month following GM's receipt
of the Delphi invoice,  which is generally earlier. These modified payment terms
are consistent with the new payment terms that GM is currently in the process of
introducing to its other suppliers.

      Under the supply agreement, Delphi has the right to provide on competitive
terms the first  replacement  cycle of all product programs in the United States
and Canada which Delphi was providing to GM as of January 1, 1999, provided that
GM  sources  such  replacement  programs  prior to January 1, 2002 and Delphi is
competitive in terms of design,  quality, price, service and technology as these
factors  relate to all aspects of bid  packages  that may be  submitted by other
suppliers.  Other  suppliers'  bids to provide  particular  products may include
offers of price reductions to GM on other current or future products, and GM may
under the supply agreement  consider the overall economic effect of such package
proposals  in  assessing  Delphi's  competitiveness.  Given  that  most  vehicle
programs last about five to eight years,  depending on the vehicle model, GM and
Delphi expect that Delphi's ability to secure next generation business from GM's
North American  operations,  together with Delphi's existing contracts and other
commitments,  will provide Delphi with the  opportunity to maintain  substantial
business with GM's North American  operations well into the next decade.  Delphi
will also have the  opportunity to bid on the same basis as other  suppliers for
other new GM business.
      The supply agreement  specifies that GM has the right to move its existing
business  with  Delphi  to other  suppliers  in the  event  that  Delphi  is not
competitive in terms of quality,  service, design or technology. In addition, GM
has the  right  at all  times  to  adopt  new  technology,  whether  or not such
technology is available  through Delphi.  If Delphi is unable to provide the new
technology or an equivalent  technology acceptable to GM on a competitive basis,
GM is free to move the business from Delphi to another supplier.
















                                    - 11 -


<PAGE>


                      Information About Delphi Common Stock

Delphi Common Stock

      Under  Delphi's  amended and restated  certificate of  incorporation,  the
authorized   capital  stock  of  Delphi  is  2,000,000,000   shares,   of  which
1,350,000,000   shares  are  common  stock,  par  value  $0.01  per  share,  and
650,000,000 are preferred  stock,  par value $0.10 per share. As of May 7, 1999,
there were 565,000,000  shares of Delphi common stock  outstanding and no shares
of Delphi preferred stock outstanding.

      In connection  with the initial public  offering of Delphi common stock in
February 1999,  certain Delphi  executives were awarded "founders grant" options
to purchase shares of Delphi common stock and "founders grant"  restricted stock
units. In addition, other Delphi employees were awarded "founders grant" options
to purchase  shares of Delphi common stock.  Stock options awarded to executives
as founders grants will vest in equal annual  installments over four years after
the  date on which  they  were  granted.  Stock  options  awarded  to all  other
employees as founders  grants will vest in full two years from the date on which
they were  granted.  A total of about  26,000,000  shares of Delphi common stock
will be issuable upon  exercise of these options or vesting of these  restricted
stock units.

      In addition, in connection  with the spin-off,  awards of GM $1-2/3 common
stock and GM Class H common  stock under GM's  incentive  and variable pay plans
held by Delphi  employees  on the dividend  payment  date will be replaced  with
substitute  awards in Delphi common stock under Delphi's  incentive and variable
pay plans.  The  substitute  awards are  intended to  preserve  the value of the
original  awards in all material  respects.  The substitute  awards will be made
based on the  relative  per share  trading  prices of GM common stock and Delphi
common stock at the time of the spin-off.  Thus, it is not possible at this time
to specify  exactly  how many shares of Delphi  common  stock will be subject to
these substitute awards.

      Delphi has a stockholders  rights plan.  Accordingly,  one preferred share
purchase  right  is  attached  to  each  share  of  Delphi  common  stock  to be
distributed.  These  rights  would cause  substantial  dilution to any person or
group who attempts to acquire a significant  interest in Delphi without  advance
approval from Delphi's  board of directors and thus could make an acquisition of
control of Delphi more  difficult,  even if such  acquisition may be in the best
interests of Delphi and its stockholders.

      The shares of Delphi common stock that you receive in the spin-off will be
fully paid and non-assessable and will not be entitled to any preemptive rights.





                                    - 12 -
Market for Delphi Common Stock

      Delphi common stock trades on the New York Stock Exchange under the symbol
"DPH." A public  market was  established  for Delphi common stock as a result of
Delphi's initial public offering in February 1999.

      The following table sets forth for the periods  indicated the high and low
sale prices of Delphi  common  stock as reported on the New York Stock  Exchange
Composite  Tape. We urge you to obtain current  quotations for the Delphi common
stock.

1999                                        High              Low

First Quarter (February 5 to March 31)      $19             $17 9/16

Second Quarter (through May 7)              $20 1/2         $16 3/8

Dividends

      As with any company,  the declaration  and payment of future  dividends by
Delphi  will be subject to the  discretion  of its board of  directors  and will
depend on its results of operations,  financial condition, cash requirements and
future  prospects,  general economic and financial  market  conditions and other
factors  deemed  relevant by its board of  directors.  Subject to its  financial
results  and  action  by its  board of  directors,  Delphi  has  stated  that it
currently  intends to pay dividends on a quarterly  basis, at an initial rate of
$0.07 per share,  commencing with the first declaration in June 1999 for payment
in July 1999. If you hold your Delphi shares on the record date  established  by
the Delphi board of directors when it declares the first  dividend,  you will be
entitled to participate in such dividend.

Delphi Transfer Agent

      The transfer  agent and registrar  for Delphi common stock is  BankBoston,
N.A. You may contact the Delphi  transfer  agent and  registrar at the addresses
set forth  below or at its  toll-free  phone  number,  which is (800)  818-6599.
Stockholders  outside  the  United  States and  Canada  may  contact  the Delphi
transfer agent and registrar by calling collect (781) 575-3990.

     All correspondence other than overnight deliveries should be sent to:

                                BANKBOSTON, N.A.
                             EquiServe Trust Company
             Attn: Delphi Automotive Systems Stockholder Services
                                P.O. Box 9450
                        Boston, Massachusetts 02205-9450

                   Overnight deliveries should be sent to:

                                BANKBOSTON, N.A.
                             EquiServe Trust Company
             Attn: Delphi Automotive Systems Stockholder Services
                                150 Royall Street
                        Canton, Massachusetts 02021-1031


                                    - 13 -

                       Where You Can Find More Information

      Delphi and GM are each subject to the informational reporting requirements
of the  Securities  Exchange Act of 1934,  as amended,  and,  accordingly,  each
company files  registration  statements,  reports,  proxy  statements  and other
information  with the  SEC,  including  financial  statements.  Delphi  has been
subject to the Securities  Exchange Act reporting  requirements  for at least 90
days and is current in its reporting.  If you would like more information  about
Delphi, we urge you to read Delphi's reports filed with the SEC.

      You may read and copy  Delphi's and GM's  reports at the public  reference
facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade
Center, Suite 1300, New York, New York; and 500 West Madison Street, Suite 1400,
Chicago,  Illinois.  You may also inspect  these reports at the SEC's website at
http://www.sec.gov  or you may obtain  copies of these  materials at  prescribed
rates from the Public  Reference  Section of the SEC,  450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Please  call the SEC at  1-800-SEC-0330  for  further
information on the public reference rooms. You may also inspect these reports at
the New York Stock  Exchange,  20 Broad Street,  New York, New York; and, in the
case of the GM's  reports,  at the Chicago  Stock  Exchange,  440 South  LaSalle
Street, Chicago,  Illinois, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California.

      Each  of GM  and  Delphi  maintains  a  website  which  offers  additional
information about the company:

      -  Visit GM's website at http://www.gm.com.

Visit Delphi's website at http://www.delphiauto.com.

      You  can  also  obtain  more  information  about  the  spin-off  from  the
information agent as set forth below:

                               MORROW & CO., INC.
                                 445 Park Avenue
                                    5th Floor
                            New York, New York 10022

                                Banks and Brokers
                         Call Toll-Free: (800) 662-5200
                                       or
                                   All Others
                         Call Toll-Free: (800) 566-9058





                                    - 14 -


                                    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    May 14, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)
















































                                    - 15 -
[{"type": "8-K", "sequence": "1", "description": "INFORMATION STATEMENT FOR DELPHI SPIN-OFF", "secsgml_size_bytes": 37664}]
{"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": "99621907"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48265-1000", "phone": "3135565000"}, "mail-address": {"street1": "3044 W GRAND BOULEVARD", "city": "DETROIT", "state": "MI", "zip": "48202-3091"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) May 12, 1999
                                  ------------

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

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

   100 Renaissance Center, Detroit, Michigan                 48265-1000
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                    - 1 -

ITEM 5.  OTHER EVENTS

   On May 12, 1999, General Motors Corporation issued an Information
Statement about the spin-off of Delphi Automotive Systems Corporation.  The
statement is as follows:

                                  * * * * *

May 12, 1999

Dear GM Stockholder:

We are pleased to send you this  Information  Statement  about our spin-off of
Delphi Automotive  Systems  Corporation.  The Information  Statement  provides
you with important information concerning:

      -  the tax treatment of the Delphi shares you will receive,

      -  how we determined the number of shares you will receive,

      -  how fractional shares will be treated,

      -  a brief description of the background and business of Delphi, and

      -  how you can obtain additional information about these matters.

We are  confident  that the  spin-off  will  benefit  GM,  Delphi  and you,  our
stockholders.

The Delphi  spin-off,  our stock  repurchase  programs and other  initiatives to
improve our core business have been designed to maximize stockholder value. With
the GM Board of Directors  maintaining  GM's  dividend at the current  quarterly
rate of $0.50 per share after the  spin-off,  GM  stockholders  who retain their
Delphi shares (which is expected to yield a dividend of $0.07 quarterly)  should
realize a significant increase in the aggregate dividends they receive.

We are convinced that both companies - GM and Delphi - will become  stronger and
more competitive as a result of the separation. This is an historic and exciting
time for GM and for Delphi. I hope you share our enthusiasm.  Thank you for your
investment in General Motors,  and I trust that you will find your investment in
Delphi to be very rewarding.

Sincerely,
John F. Smith, Jr.
Chairman and Chief Executive Officer

                                    - 2 -

                              INFOMRATION STATEMENT
                              ---------------------

                                   Spin-Off of
                      Delphi Automotive Systems Corporation
                            Through the Distribution
                                       By
                           General Motors Corporation
                            of 452,565,000 Shares of
                               Delphi Common Stock
                                       to
                          GM $1 2/3 Common Stockholders
              -------------------------------------------------

     We are sending you this Information  Statement  because we are spinning off
our Delphi  Automotive  Systems  Corporation  subsidiary  to the  holders of our
$1-2/3 common stock. We are effecting this spin-off by distributing about 0.7 of
a share of Delphi  common  stock as a dividend on each  outstanding  share of GM
$1-2/3 common stock,  amounting to 452,565,000  shares of Delphi common stock in
total.  The dividend  will be payable on May 28, 1999 to holders of record of GM
$1-2/3 common stock on May 25, 1999.

      Delphi is the world's largest and most diversified  supplier of automotive
parts,  with sales to every major  manufacturer  of light vehicles in the world.
Delphi is also the  principal  supplier of automotive  parts to General  Motors.
Last year,  the GM board of  directors  determined  that it would be in the best
interests  of GM and its  stockholders  to separate  Delphi from GM. In February
1999,  Delphi  completed an initial public offering of about 17.7% of its common
stock.  Following  this spin-off and our  contribution  of 12,435,000  shares of
Delphi  common stock to a trust for the benefit of GM retired  hourly  employees
promptly thereafter,  we will no longer own any shares of Delphi and Delphi will
be a fully independent, publicly traded company.

      No vote of GM  stockholders  is  required  in  connection  with the Delphi
spin-off. Therefore, you are not required to take any action.

      We are sending you this Information  Statement,  which contains additional
information about the terms of the spin-off, Delphi and Delphi common stock, for
your information only. If you would like more information,  please call Morrow &
Co., Inc., our information agent, at (800) 566-9058.

      Neither the  Securities and Exchange  Commission nor any state  securities
regulators have approved the Delphi common stock to be issued to you pursuant to
this  spin-off  or  determined  if this  Information  Statement  is  accurate or
adequate. Any representation to the contrary is a criminal offense.

           The date of this Information Statement is May 12, 1999.

                                    - 3 -
INFORMATION ABOUT THE SPIN-OFF

The Spin-Off

     On April 12,  1999,  the GM board of  directors  approved  the  spin-off of
Delphi to holders of GM's $1-2/3 common stock. In order to effect this spin-off,
the GM board  declared  a  dividend  on GM $1-2/3  common  stock  consisting  of
452,565,000 shares of Delphi common stock owned by GM,  representing about 80.1%
of the outstanding  Delphi common stock. The dividend will be paid at 9:00 a.m.,
Eastern time, on May 28, 1999 to the holders of record of GM $1-2/3 common stock
as of 5:00 p.m.,  Eastern time, on May 25, 1999, in the amount of about 0.7 of a
share of Delphi  common  stock for each share of  outstanding  GM $1-2/3  common
stock, as described below.

     The Delphi  spin-off has an indicated value of about $13.62 per share of GM
$1-2/3  common  stock,  or about  $8.8  billion in the  aggregate,  based on the
closing  price of Delphi  common  stock on the New York Stock  Exchange  and the
number of shares of GM $1-2/3 common stock outstanding as of May 7, 1999.

     You will not be  required  to pay any cash or other  consideration  for the
shares of Delphi  common  stock  distributed  to you or to surrender or exchange
your shares of GM $1-2/3 common stock in order to receive the dividend of Delphi
common stock.

The Number of Shares You Will Receive

      The  actual  number  of  shares  of  Delphi  common  stock  that  will  be
distributed to you for each share of GM $1-2/3 common stock that you own at 5:00
p.m.,  Eastern  time,  on the May 25,  1999 record  date will be  calculated  as
follows:
                                 452,565,000
                   (which is the total number of shares of
            Delphi common stock to be distributed in the spin-off)

                                   divided by

       the total number of shares of GM $1-2/3 common stock outstanding at
           5:00 p.m., Eastern time, on May 25, 1999

     We cannot  determine  the actual number of shares of Delphi common stock to
be  distributed  in respect of each share of GM $1-2/3  common stock until after
May 25, 1999 since that number will be  calculated  based on the total number of
shares of GM $1-2/3 common stock outstanding at 5:00 p.m.,  Eastern time, on the
May 25, 1999 record date.  Promptly  following the record date, we will publicly
announce the actual number of shares of Delphi common stock to be distributed in
respect of each share of GM $1-2/3  common stock in the  spin-off.  We will also
make that information available on our website at http://www.gm.com.

                                    - 4 -

     Based on the number of shares of GM $1-2/3 common stock  outstanding  as of
May 7, 1999, which we do not expect to change  materially  between that date and
May 25, 1999,  you would  receive  0.69839 of a share of Delphi common stock for
each share of GM $1-2/3 common stock that you own at 5:00 p.m., Eastern time, on
May 25, 1999.

When and How You Will Receive the Dividend

      We will pay the dividend on May 28, 1999 by releasing our shares of Delphi
common stock to be distributed in the spin-off to BankBoston,  N.A., the payment
agent.  As of 9:00 a.m.,  Eastern time, on May 28, 1999,  the payment agent will
cause the shares of Delphi common stock to which you are entitled as a result of
the spin-off to be registered in your name. As of that time, you will become the
record holder of that number of shares of Delphi common stock.

      The payment agent is not  authorized to deliver any  fractional  shares of
Delphi common stock as part of the spin-off. Instead, the payment agent has been
instructed to aggregate all of the fractional  shares and sell them on behalf of
those  holders who  otherwise  would be entitled to receive a fractional  share.
Such  holders  will then  receive a cash payment in the amount of their pro rata
share of the total net proceeds of that sale.

      Since Delphi common stock is issued as uncertificated shares registered in
book-entry  form  through  the  direct  registration   system,  no  certificates
representing  your  shares of Delphi  common  stock will be mailed to you in the
ordinary  course.  Your book-entry  shares will be held with the Delphi transfer
agent and registrar,  BankBoston, N.A., who serves as the official record-keeper
for Delphi  common  stock.  Under the  direct  registration  system,  instead of
receiving stock certificates,  you will receive an account statement  reflecting
your  ownership  interest in shares of Delphi common  stock.  If at any time you
want to receive a physical  certificate  evidencing your shares of Delphi common
stock, you may do so by contacting the Delphi transfer agent and registrar.

      The payment agent will begin mailing  account  statements  reflecting your
ownership of whole shares of Delphi common stock promptly after the May 28, 1999
dividend payment date. When you receive your first account  statement,  you will
receive  information  explaining the direct  registration system and telling you
how to obtain a physical  Delphi stock  certificate if you desire to do so. Your
check for any cash that you may be  entitled  to receive  instead of  fractional
shares of Delphi common stock will follow separately. We currently estimate that
it will take  about two weeks from the  dividend  payment  date for the  payment
agent to complete these mailings.

                                     - 5-

U.S. Federal Income Tax Consequences

      Tax-Free Status of the Spin-Off.  We have received a private letter ruling
from the IRS to the effect that our  distribution  of Delphi common stock to our
$12/3  common  stockholders  in the  spin-off  will be tax-free to us and to the
holders of our $1-2/3 common stock for U.S. federal  income tax  purposes.  This
means that, for U.S. federal income tax purposes:

      -  GM $1-2/3 common stockholders will not recognize gain or loss by reason
         of the receipt of whole  shares of Delphi  common  stock as a result of
         the spin-off; and

      -  General Motors will not recognize gain or loss by reason of the
         spin-off.

      Although private letter rulings are generally  binding on the IRS, we will
not be able  to rely on the  ruling  if any of the  factual  representations  or
assumptions we made to obtain the ruling are incorrect or untrue in any material
respect.  We are not currently  aware of any facts or  circumstances  that would
cause any of these  representations  or assumptions to be incorrect or untrue in
any material respect. Nevertheless, if the spin-off were subsequently held to be
taxable,  the above  consequences would not apply and both GM and the holders of
our $1-2/3 common stock could be subject to tax.

      Subsequent  Sale of Stock.  If you sell your shares of Delphi common stock
or GM $1-2/3 common stock after the spin-off, you will recognize gain or loss on
such sale based on the difference between the proceeds you receive from the sale
and the tax basis  allocated  to the shares you sold as  described  below  under
"Allocation  of Tax  Basis."  This gain or loss will be a capital  gain or loss,
assuming that you held such shares as a capital  asset,  and will be a long-term
or  short-term  gain or loss based on your  holding  period  for such  shares as
described below under "Holding Period."

     Allocation  of Tax  Basis.  Your tax  basis  for the  Delphi  common  stock
received in the spin-off  will be  determined  based on your tax basis in the GM
$1-2/3  common stock with respect to which your  distribution  of Delphi  common
stock was made. Following the spin-off,  your aggregate tax basis in your shares
of GM $1-2/3  common stock and Delphi common  stock,  including  any  fractional
shares sold for cash as described  above,  will be the same as your tax basis in
your shares of GM $1-2/3 common stock  immediately  prior to the  spin-off.  The
aggregate tax basis in your shares of GM $1-2/3 common stock  immediately  prior
to the spin-off will be allocated between your Delphi common stock and GM $1-2/3
common stock in  proportion to the fair market value of your shares of GM $1-2/3
common stock and Delphi common stock on the May 28, 1999 dividend payment date.

                                    - 6 -

     Holding  Period.  The holding  period of the shares of Delphi  common stock
that you receive as a result of the spin-off will include the holding period for
your shares of GM $1-2/3 common stock with respect to which your distribution of
Delphi  common  stock was made,  provided  that your shares of GM $1-2/3  common
stock are held as a capital asset on the dividend payment date.

      Treatment  of  Fractional  Shares.  If  you  receive  cash  in  lieu  of a
fractional share of Delphi common stock as part of the spin-off,  such cash will
be treated for U.S.  federal  income tax  purposes as paid in exchange  for such
fractional  share of stock.  You will realize a capital  gain or loss,  provided
that the fractional share is considered to be held as a capital asset,  measured
by the  difference  between the cash you receive for such  fractional  share and
your tax basis in that fractional share as described above. This capital gain or
loss will be treated as a  long-term  or  short-term  gain or loss based on your
holding  period  for the GM  $1-2/3 common  stock  on which  you  received  your
distribution of Delphi common stock.

      State, Local and Foreign Tax Consequences. You should consult your own tax
advisor regarding the state,  local and foreign tax consequences of your receipt
of shares of Delphi common stock and any payment for fractional shares.

      Additional   Information  To  Help  You  Calculate  Your  New  Tax  Basis.
Additional  information will be sent to you with your Delphi account  statements
concerning  the allocation  of your old tax basis in your GM $1-2/3 common stock
between your shares of GM $1-2/3 common stock and Delphi common stock, including
fractional shares.

      Tax Return Statement.  U.S. Treasury  regulations require you to attach to
your U.S.  federal income tax return for the year in which the spin-off occurs a
detailed statement setting forth certain information regarding the nature of the
spin-off.  Within a reasonable  time after  completion of the spin-off,  we will
provide you with the information necessary to comply with that requirement.  You
should  retain this  statement so it can be  completed  and attached to your tax
return.

      The summary of U.S. federal income tax consequences set forth above is for
general information  purposes only and may not be applicable to stockholders who
are not citizens or residents of the United States or who are otherwise  subject
to special  treatment under the Internal Revenue Code. All  stockholders  should
consult their own tax advisors as to the particular tax  consequences to them of
the  spin-off,  including  the  state,  local and (if  applicable)  foreign  tax
consequences.

                                       - 7 -

                       DIVIDENDS ON GM $1-2/3 COMMON STOCK

     In April 1999, at the time it approved the Delphi spin-off, the GM board of
directors also  indicated its intention to maintain the current $0.50  quarterly
dividend on GM $1-2/3 common stock subsequent to the completion of the spin-off.
On May 3, 1999, the GM board declared a quarterly dividend of $0.50 per share on
GM $1-2/3 common stock,  payable on June 10, 1999 to holders of record as of May
13, 1999.  This will provide holders of GM $1-2/3 common stock with an effective
dividend  increase  since GM's  dividend on such stock will remain  constant and
Delphi currently intends to pay quarterly dividends of $0.07 per share on Delphi
common  stock,  as  described  below  under  "Information  About  Delphi  Common
Stock--Dividends."  Assuming  Delphi pays dividends at such rate,  holders of GM
$1-2/3  common stock who retain  their Delphi  common stock (about 0.7 shares of
Delphi for every share of GM $1-2/3 common stock owned) after the spin-off  will
benefit  from an  increased  overall  dividend  payment of about $0.20 per year.
While the GM board has no current intention to change its policy with respect to
the payment of dividends on GM $1-2/3 common stock,  the declaration and payment
of future  dividends by GM will, of course,  be subject to the discretion of its
board of  directors  and will  depend on its  results of  operations,  financial
condition,  cash  requirements  and  future  prospects,   general  economic  and
financial market conditions and other factors deemed relevant by the GM board.

                            INFORMATION ABOUT DELPHI

Overview of Delphi

      Delphi is the world's largest and most diversified  supplier of automotive
parts,  with  1998 net  sales of $28.5  billion.  Delphi  became a leader in the
global automotive parts industry by capitalizing on the extensive  experience it
gained as the principal  supplier of automotive parts to General Motors.  Delphi
is  primarily a "Tier 1" supplier,  which means that it  generally  provides its
products directly to automotive vehicle manufacturers,  which we sometimes refer
to as "VMs."  Delphi also sells its products to the  worldwide  aftermarket  for
replacement parts and to non-VM customers.

      Several  years ago,  Delphi began to transform  its business  from a North
America-based,  captive  component  supplier  to  General  Motors  into a global
supplier  of  components,  integrated  systems  and  modules for a wide range of
customers.  Delphi  currently sells its products to every major  manufacturer of
light vehicles in the world. Since 1993,  Delphi's sales to customers other than
GM have grown from 13.3% of its total sales to 21.4% in 1998.  For this purpose,
Delphi's  total sales  include all sales by entities in which it owns a minority
interest. Also, in 1998, Delphi's sales to GM were impacted by work stoppages at
certain GM and Delphi locations in the United States.

                                    - 8 -

      Delphi has  established an expansive  global  presence,  with a network of
manufacturing sites, technical centers, sales offices and joint ventures located
in every major region in the world.  Through Delphi's experience with GM, it has
developed a sophisticated understanding of the design, engineering,  manufacture
and operation of all aspects of the  automotive  vehicle.  It has both extensive
technical  expertise  in a broad  range of  product  lines  and  strong  systems
integration skills, which enable Delphi to provide comprehensive,  systems-based
solutions for its customers.

      Delphi  operates its business along three major product sectors which work
closely  together to coordinate its product  development and marketing  efforts.
Delphi  believes  that it is one of the leading  Tier 1 suppliers in each of its
focused business areas. Delphi's three major product sectors are:

      -  Electronics & Mobile Communication, which includes its automotive
         electronics and audio and communications services;

      -  Safety, Thermal & Electrical Architecture, which includes its interior,
         thermal and power and signal distribution products; and

      -  Dynamics & Propulsion, which includes its energy and engine management,
         chassis and steering products.

Background of the Separation of Delphi from General Motors

      During the period  immediately  prior to the  spin-off,  Delphi has been a
majority-owned  subsidiary of General Motors. Before 1991, Delphi's business was
conducted by many separate  automotive parts operations which General Motors had
acquired over time, beginning in the early twentieth century.

      In 1991,  General  Motors  organized its  components  businesses  into the
Automotive  Components Group. GM's objective was to improve the  competitiveness
of these  operations  and then,  based on this  improved  competitive  position,
increase its business through penetration of new markets. In 1995, the group was
given the name "Delphi  Automotive  Systems" in order to establish  its separate
identity in the automotive parts industry. In late 1997, in connection with GM's
spin-off of its defense electronics  business,  GM transferred Delco Electronics
to its  Delphi  Automotive  Systems  business  sector  in order to more  closely
integrate Delco Electronics'  expertise in automotive  electronics with Delphi's
capabilities in automotive components and systems.

      For the last several years,  General Motors has engaged in a comprehensive
review of Delphi's  business  in order to address  strategic  challenges  facing
Delphi. In August 1998, the GM board of directors determined that it would be in
the best interests of General  Motors and its  stockholders  to separate  Delphi
from General  Motors and  authorized  management to proceed to develop a plan to
implement this separation.

                                    - 9 -

      Delphi was  incorporated  in Delaware in September 1998 in preparation for
its  separation  from  General  Motors.  Effective  as of January  1,  1999,  GM
contributed  to Delphi those assets and  liabilities  comprising the business of
the Delphi Automotive  Systems business sector of GM, in each case to the extent
agreed to by GM and  Delphi.  In February  1999,  Delphi  completed  the initial
public offering of 100,000,000 shares, or about 17.7%, of its common stock. As a
result, GM currently owns the remaining  465,000,000  shares, or about 82.3%, of
Delphi's outstanding common stock.
      In April 1999, after  consideration of the timing,  structure and terms of
various  means by which to  complete  the  separation  of Delphi from GM, the GM
board of directors approved the spin-off of 452,565,000 of GM's shares of Delphi
common stock,  representing about 80.1% of Delphi's outstanding common stock, to
GM $1-2/3 common  stockholders  by  means of a  dividend  as  described  in this
Information  Statement.  At the  same  time,  the GM  board  also  approved  the
contribution by GM of the other 12,435,000 shares of Delphi common stock held by
GM,  representing  about 2.2% of  Delphi's  outstanding  common  stock,  to a GM
voluntary employees' beneficiary association, the General Motors Welfare Benefit
Trust ("VEBA"),  which provides  post-retirement  health care and life insurance
benefits for GM's U.S.  hourly retirees and their  dependents.  GM will make the
contribution  to the VEBA  promptly  following  the  spin-off  on May 28, 1999 .
Earlier this month, GM received confirmation from the IRS that this contribution
of shares of Delphi common stock to the VEBA will not affect the tax-free status
of the spin-off.

      Effective as of the time of the completion of the spin-off,  executives of
GM who have been serving on Delphi's  board of  directors  will resign from such
positions.  After the  spin-off and the VEBA  contribution,  the  separation  of
Delphi  from GM will be  complete,  GM will not own any shares of Delphi  common
stock and Delphi will be a fully independent, publicly traded company.

Delphi's Ongoing Relationship With General Motors

      Delphi and  General  Motors  will  continue  to have  significant  ongoing
relationships  following the  spin-off.  Delphi and GM are parties to agreements
providing for the  separation of their  respective  business  operations.  These
agreements  govern  various  interim  and  ongoing   relationships  between  the
companies,  including  certain  transitional  services  that GM will continue to
provide to Delphi following the spin-off.

      In particular, Delphi and GM have entered into a supply agreement which is
intended to provide Delphi with a substantial base of business with GM well into
the next decade.  General Motors is Delphi's largest customer and Delphi is GM's
largest  automotive parts supplier.  The supply agreement  between GM and Delphi
provides that all existing contracts between GM and Delphi as of January 1, 1999
will generally  remain in effect,  including the pricing,  duration and purchase
order terms and conditions.  This includes existing contracts under which Delphi
has not yet begun to supply products.
However,

                                    - 10 -

the timing of payments from GM to Delphi under the existing contracts changed as
of January 1, 1999 to generally  require  payment by GM on the second day of the
second month following  shipment rather than in the month following GM's receipt
of the Delphi invoice,  which is generally earlier. These modified payment terms
are consistent with the new payment terms that GM is currently in the process of
introducing to its other suppliers.

      Under the supply agreement, Delphi has the right to provide on competitive
terms the first  replacement  cycle of all product programs in the United States
and Canada which Delphi was providing to GM as of January 1, 1999, provided that
GM  sources  such  replacement  programs  prior to January 1, 2002 and Delphi is
competitive in terms of design,  quality, price, service and technology as these
factors  relate to all aspects of bid  packages  that may be  submitted by other
suppliers.  Other  suppliers'  bids to provide  particular  products may include
offers of price reductions to GM on other current or future products, and GM may
under the supply agreement  consider the overall economic effect of such package
proposals  in  assessing  Delphi's  competitiveness.  Given  that  most  vehicle
programs last about five to eight years,  depending on the vehicle model, GM and
Delphi expect that Delphi's ability to secure next generation business from GM's
North American  operations,  together with Delphi's existing contracts and other
commitments,  will provide Delphi with the  opportunity to maintain  substantial
business with GM's North American  operations well into the next decade.  Delphi
will also have the  opportunity to bid on the same basis as other  suppliers for
other new GM business.
      The supply agreement  specifies that GM has the right to move its existing
business  with  Delphi  to other  suppliers  in the  event  that  Delphi  is not
competitive in terms of quality,  service, design or technology. In addition, GM
has the  right  at all  times  to  adopt  new  technology,  whether  or not such
technology is available  through Delphi.  If Delphi is unable to provide the new
technology or an equivalent  technology acceptable to GM on a competitive basis,
GM is free to move the business from Delphi to another supplier.

                                    - 11 -
Information About Delphi Common Stock

Delphi Common Stock

      Under  Delphi's  amended and restated  certificate of  incorporation,  the
authorized   capital  stock  of  Delphi  is  2,000,000,000   shares,   of  which
1,350,000,000   shares  are  common  stock,  par  value  $0.01  per  share,  and
650,000,000 are preferred  stock,  par value $0.10 per share. As of May 7, 1999,
there were 565,000,000  shares of Delphi common stock  outstanding and no shares
of Delphi preferred stock outstanding.

      In connection  with the initial public  offering of Delphi common stock in
February 1999,  certain Delphi  executives were awarded "founders grant" options
to purchase shares of Delphi common stock and "founders grant"  restricted stock
units. In addition, other Delphi employees were awarded "founders grant" options
to purchase  shares of Delphi common stock.  Stock options awarded to executives
as founders grants will vest in equal annual  installments over four years after
the  date on which  they  were  granted.  Stock  options  awarded  to all  other
employees as founders  grants will vest in full two years from the date on which
they were  granted.  A total of about  26,000,000  shares of Delphi common stock
will be issuable upon  exercise of these options or vesting of these  restricted
stock units.

      In addition, in connection  with the spin-off,  awards of GM $1-2/3 common
stock and GM Class H common  stock under GM's  incentive  and variable pay plans
held by Delphi  employees  on the dividend  payment  date will be replaced  with
substitute  awards in Delphi common stock under Delphi's  incentive and variable
pay plans.  The  substitute  awards are  intended to  preserve  the value of the
original  awards in all material  respects.  The substitute  awards will be made
based on the  relative  per share  trading  prices of GM common stock and Delphi
common stock at the time of the spin-off.  Thus, it is not possible at this time
to specify  exactly  how many shares of Delphi  common  stock will be subject to
these substitute awards.

      Delphi has a stockholders  rights plan.  Accordingly,  one preferred share
purchase  right  is  attached  to  each  share  of  Delphi  common  stock  to be
distributed.  These  rights  would cause  substantial  dilution to any person or
group who attempts to acquire a significant  interest in Delphi without  advance
approval from Delphi's  board of directors and thus could make an acquisition of
control of Delphi more  difficult,  even if such  acquisition may be in the best
interests of Delphi and its stockholders.

      The shares of Delphi common stock that you receive in the spin-off will be
fully paid and non-assessable and will not be entitled to any preemptive rights.

                                    - 12 -
Market for Delphi Common Stock

      Delphi common stock trades on the New York Stock Exchange under the symbol
"DPH." A public  market was  established  for Delphi common stock as a result of
Delphi's initial public offering in February 1999.

      The following table sets forth for the periods  indicated the high and low
sale prices of Delphi  common  stock as reported on the New York Stock  Exchange
Composite  Tape. We urge you to obtain current  quotations for the Delphi common
stock.

1999                                        High              Low

First Quarter (February 5 to March 31)      $19             $17 9/16

Second Quarter (through May 7)              $20 1/2         $16 3/8

Dividends

      As with any company,  the declaration  and payment of future  dividends by
Delphi  will be subject to the  discretion  of its board of  directors  and will
depend on its results of operations,  financial condition, cash requirements and
future  prospects,  general economic and financial  market  conditions and other
factors  deemed  relevant by its board of  directors.  Subject to its  financial
results  and  action  by its  board of  directors,  Delphi  has  stated  that it
currently  intends to pay dividends on a quarterly  basis, at an initial rate of
$0.07 per share,  commencing with the first declaration in June 1999 for payment
in July 1999. If you hold your Delphi shares on the record date  established  by
the Delphi board of directors when it declares the first  dividend,  you will be
entitled to participate in such dividend.

Delphi Transfer Agent

      The transfer  agent and registrar  for Delphi common stock is  BankBoston,
N.A. You may contact the Delphi  transfer  agent and  registrar at the addresses
set forth  below or at its  toll-free  phone  number,  which is (800)  818-6599.
Stockholders  outside  the  United  States and  Canada  may  contact  the Delphi
transfer agent and registrar by calling collect (781) 575-3990.

     All correspondence other than overnight deliveries should be sent to:

                                BANKBOSTON, N.A.
                             EquiServe Trust Company
             Attn: Delphi Automotive Systems Stockholder Services
                                P.O. Box 9450
                        Boston, Massachusetts 02205-9450

                   Overnight deliveries should be sent to:

                                BANKBOSTON, N.A.
                             EquiServe Trust Company
             Attn: Delphi Automotive Systems Stockholder Services
                                150 Royall Street
                        Canton, Massachusetts 02021-1031

                                    - 13 -

                       Where You Can Find More Information

      Delphi and GM are each subject to the informational reporting requirements
of the  Securities  Exchange Act of 1934,  as amended,  and,  accordingly,  each
company files  registration  statements,  reports,  proxy  statements  and other
information  with the  SEC,  including  financial  statements.  Delphi  has been
subject to the Securities  Exchange Act reporting  requirements  for at least 90
days and is current in its reporting.  If you would like more information  about
Delphi, we urge you to read Delphi's reports filed with the SEC.

      You may read and copy  Delphi's and GM's  reports at the public  reference
facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade
Center, Suite 1300, New York, New York; and 500 West Madison Street, Suite 1400,
Chicago,  Illinois.  You may also inspect  these reports at the SEC's website at
http://www.sec.gov  or you may obtain  copies of these  materials at  prescribed
rates from the Public  Reference  Section of the SEC,  450 Fifth  Street,  N.W.,
Washington,  D.C.  20549.  Please  call the SEC at  1-800-SEC-0330  for  further
information on the public reference rooms. You may also inspect these reports at
the New York Stock  Exchange,  20 Broad Street,  New York, New York; and, in the
case of the GM's  reports,  at the Chicago  Stock  Exchange,  440 South  LaSalle
Street, Chicago,  Illinois, and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California.

      Each  of GM  and  Delphi  maintains  a  website  which  offers  additional
information about the company:

      -  Visit GM's website at http://www.gm.com.

Visit Delphi's website at http://www.delphiauto.com.

      You  can  also  obtain  more  information  about  the  spin-off  from  the
information agent as set forth below:

                               MORROW & CO., INC.
                                 445 Park Avenue
                                    5th Floor
                            New York, New York 10022

                                Banks and Brokers
                         Call Toll-Free: (800) 662-5200
                                       or
                                   All Others
                         Call Toll-Free: (800) 566-9058

                                    - 14 -

                                    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    May 14, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 15 -