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) February 6, 2001
                                  ----------------




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




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




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







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

















                                      - 1 -

ITEM 5. OTHER EVENTS

      On February 6, 2001,  Standard and Poor's issued a news release  affirming
its  ratings on General  Motors  Corporation  (GM),  General  Motors  Acceptance
Corporation (GMAC), and all related entities.  At the same time, the outlook was
revised to negative from stable.  The release is as follows:

      NEW YORK (Standard & Poor's  CreditWire) Feb. 6,  2001--Standard  & Poor's
today  affirmed  its  ratings on  General  Motors  Corp.  (GM),  General  Motors
Acceptance  Corp.,  and all related  entities.  At the same time, the outlook is
revised to negative from stable.

      The outlook revision reflects  Standard & Poor's increased  concerns about
GM's  ability  to  maintain  satisfactory  financial  performance  amid  ongoing
intensification  of competition in the North  American  automotive  industry (as
discussed in a separate press release).

      The  ratings  continue  to  reflect  GM's  (A/Negative/A-1)  above-average
business  position  as the  world's  largest  auto  maker  and  its  exceptional
financial flexibility. Earnings and cash flow have been generally strong for the
past five years,  largely reflecting effective  restructuring  measures in North
America and robust demand. GM is well-positioned  in the highest-margin  vehicle
segments,  such as sport utility vehicles (SUVs) and pickups.  The cost position
of GM's core North American  automotive  operations  has improved  significantly
since  the  early-1990s  due to  ongoing  efforts  to  contain  material  costs,
capitalize on common components among vehicles, enhance labor productivity,  and
lower employment levels.

      However, the disproportionate  reliance of GM's financial performance on a
relatively narrow range of products poses risks. Also,  although some of the new
products  introduced during the past several years have been  well-received,  GM
continues  to  experience  erosion in its  market  share.  Moreover,  GM's North
American unit remains a relatively high-cost producer,  with market share losses
having undermined some of the benefits of past downsizing efforts.

      GM's  overall  financial  performance  is much more  dependent  now on the
results of its North American  automotive  operations,  given the divestiture of
most of its  non-automotive  businesses in recent years.  Most recently,  during
2000 GM reduced  its  effective  ownership  interest  in its  telecommunications
affiliate,  Hughes  Electronics Corp., to 33% from 68% by using a portion of its
shares of Class H common stock to repurchase GM common stock, as well as to fund
its employee benefit plans.  (Standard & Poor's views the economic  ownership of
Hughes as residing largely in the Class H stock.) GM has suggested publicly that
it is exploring  opportunities  for divesting its remaining stake in Hughes.  In
addition,  the aggregate earnings contribution of GM's international  automotive
operations is  relatively  weak. In Europe,  GM has been  adversely  affected by
intense price pressures,  market share losses, and management turmoil.  Although
GM has  taken  aggressive  actions  to  turn  around  its  European  operations,
management  has  stated  that it  could be  several  years  before  satisfactory
profitability  is achieved.  At the same time,  GM's Latin American  operations,
while  well-positioned,  have been affected by depressed demand. GM's automotive
finance unit,  General  Motors  Acceptance  Corp.,  does make a substantial  and
relatively stable contribution to earnings.





                                      - 2 -

      GM's balance  sheet  strength  provides  considerable  protection  against
downturns in the auto cycle.  Although it has diminished  over the past year due
to heavy capital spending, various acquisitions, and share repurchases,  coupled
with weaker  operating  cash flow, the company still has a large reserve of cash
and  equivalents  - $11.8 billion at Dec. 31, 2000, or $3.5 billion in excess of
parent-level  borrowings  (excluding Hughes) - and GM's remaining Class H shares
have a value of about $11 billion,  based on the current trading price. However,
Standard  &  Poor's  does  not  regard  GM's  overall   financial   leverage  as
conservative,  in view of the cash outflow  that can occur in a downturn.  Also,
the company has a massive retiree medical  liability  ($38.4 billion at year-end
1999). In addition,  under the terms of an agreement between GM and Fiat S.p.A.,
Fiat will have the right to put its remaining  80% ownership  stake in Fiat Auto
S.p.A. to GM, starting in 2004. (GM acquired 20% for approximately  $2.4 billion
in 2000.) Nevertheless,  GM enjoys exceptional  financial flexibility due partly
to its standing as one of the world's largest industrial companies.

      OUTLOOK: NEGATIVE

      Absent   stabilization  of  its  market  share  and  further  progress  in
bolstering its operating efficiency in North America; progress in turning around
its problem-plagued European operations;  and maintenance of surplus liquidity -
including the bulk of the value represented by its remaining  ownership interest
in Hughes Electronics Corp. - at or above current levels,  GM's ratings could be
lowered within the next year, Standard & Poor's said. - CreditWire



                                    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    February 7, 2001
        ----------------
                                       By
                                            s/Peter R. Bible
                                            ------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)
















                                      - 3 -
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) February 6, 2001
                                  ----------------

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

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

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

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

                                      - 1 -

ITEM 5. OTHER EVENTS

      On February 6, 2001,  Standard and Poor's issued a news release  affirming
its  ratings on General  Motors  Corporation  (GM),  General  Motors  Acceptance
Corporation (GMAC), and all related entities.  At the same time, the outlook was
revised to negative from stable.  The release is as follows:

      NEW YORK (Standard & Poor's  CreditWire) Feb. 6,  2001--Standard  & Poor's
today  affirmed  its  ratings on  General  Motors  Corp.  (GM),  General  Motors
Acceptance  Corp.,  and all related  entities.  At the same time, the outlook is
revised to negative from stable.

      The outlook revision reflects  Standard & Poor's increased  concerns about
GM's  ability  to  maintain  satisfactory  financial  performance  amid  ongoing
intensification  of competition in the North  American  automotive  industry (as
discussed in a separate press release).

      The  ratings  continue  to  reflect  GM's  (A/Negative/A-1)  above-average
business  position  as the  world's  largest  auto  maker  and  its  exceptional
financial flexibility. Earnings and cash flow have been generally strong for the
past five years,  largely reflecting effective  restructuring  measures in North
America and robust demand. GM is well-positioned  in the highest-margin  vehicle
segments,  such as sport utility vehicles (SUVs) and pickups.  The cost position
of GM's core North American  automotive  operations  has improved  significantly
since  the  early-1990s  due to  ongoing  efforts  to  contain  material  costs,
capitalize on common components among vehicles, enhance labor productivity,  and
lower employment levels.

      However, the disproportionate  reliance of GM's financial performance on a
relatively narrow range of products poses risks. Also,  although some of the new
products  introduced during the past several years have been  well-received,  GM
continues  to  experience  erosion in its  market  share.  Moreover,  GM's North
American unit remains a relatively high-cost producer,  with market share losses
having undermined some of the benefits of past downsizing efforts.

      GM's  overall  financial  performance  is much more  dependent  now on the
results of its North American  automotive  operations,  given the divestiture of
most of its  non-automotive  businesses in recent years.  Most recently,  during
2000 GM reduced  its  effective  ownership  interest  in its  telecommunications
affiliate,  Hughes  Electronics Corp., to 33% from 68% by using a portion of its
shares of Class H common stock to repurchase GM common stock, as well as to fund
its employee benefit plans.  (Standard & Poor's views the economic  ownership of
Hughes as residing largely in the Class H stock.) GM has suggested publicly that
it is exploring  opportunities  for divesting its remaining stake in Hughes.  In
addition,  the aggregate earnings contribution of GM's international  automotive
operations is  relatively  weak. In Europe,  GM has been  adversely  affected by
intense price pressures,  market share losses, and management turmoil.  Although
GM has  taken  aggressive  actions  to  turn  around  its  European  operations,
management  has  stated  that it  could be  several  years  before  satisfactory
profitability  is achieved.  At the same time,  GM's Latin American  operations,
while  well-positioned,  have been affected by depressed demand. GM's automotive
finance unit,  General  Motors  Acceptance  Corp.,  does make a substantial  and
relatively stable contribution to earnings.

                                      - 2 -

      GM's balance  sheet  strength  provides  considerable  protection  against
downturns in the auto cycle.  Although it has diminished  over the past year due
to heavy capital spending, various acquisitions, and share repurchases,  coupled
with weaker  operating  cash flow, the company still has a large reserve of cash
and  equivalents  - $11.8 billion at Dec. 31, 2000, or $3.5 billion in excess of
parent-level  borrowings  (excluding Hughes) - and GM's remaining Class H shares
have a value of about $11 billion,  based on the current trading price. However,
Standard  &  Poor's  does  not  regard  GM's  overall   financial   leverage  as
conservative,  in view of the cash outflow  that can occur in a downturn.  Also,
the company has a massive retiree medical  liability  ($38.4 billion at year-end
1999). In addition,  under the terms of an agreement between GM and Fiat S.p.A.,
Fiat will have the right to put its remaining  80% ownership  stake in Fiat Auto
S.p.A. to GM, starting in 2004. (GM acquired 20% for approximately  $2.4 billion
in 2000.) Nevertheless,  GM enjoys exceptional  financial flexibility due partly
to its standing as one of the world's largest industrial companies.

      OUTLOOK: NEGATIVE

      Absent   stabilization  of  its  market  share  and  further  progress  in
bolstering its operating efficiency in North America; progress in turning around
its problem-plagued European operations;  and maintenance of surplus liquidity -
including the bulk of the value represented by its remaining  ownership interest
in Hughes Electronics Corp. - at or above current levels,  GM's ratings could be
lowered within the next year, Standard & Poor's said. - CreditWire

                                    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    February 7, 2001
        ----------------
                                       By
                                            s/Peter R. Bible
                                            ------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                      - 3 -