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) January 22, 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 January 22, 1999, General Motors Corporation's (GM) subsidiary,  Hughes
Electronics Corporation (Hughes),  issued the following news release covering an
agreement to acquire PRIMESTAR,  Inc.'s direct broadcast satellite  medium-power
business and related Tempo high power satellite  assets.  The news release is as
follows:


                           Hughes to Acquire PRIMESTAR

    DIRECTV Will Acquire PRIMESTAR Subscribers And Expand Channel Capacity

         EL SEGUNDO,  CA, January 22, 1999 - Hughes Electronics  Corporation,  a
unit of General Motors Corporation, announced today that it reached an agreement
with PRIMESTAR,  Inc., to acquire the 2.3  million-subscriber  PRIMESTAR  direct
broadcast  satellite (DBS)  medium-power  business and related Tempo  high-power
satellite assets in two transactions valued at approximately $1.82 billion.

         The  combination of DIRECTV(R) and PRIMESTAR,  along with United States
Satellite  Broadcasting  (USSB), the premium  multi-channel  movie service which
agreed to merge with  Hughes  last  month,  advances  DIRECTV's  position as the
premier  digital  multi-channel  video  platform  in  the  United  States.  Upon
completion of these transactions, DIRECTV will feature:

         -   More than 7 million U.S. subscribers;
         -   More  than  370  entertainment   channels  delivered  through  five
             high-power DBS  spacecraft:  DBS-1,  -2 and -3, a high-power  Tempo
             satellite and DIRECTV 1-R (planned for launch in mid-1999);
         -   The broadest  distribution  network in the DBS industry,  combining
             more than 26,000 points of retail sale with  PRIMESTAR's  rural and
             small urban-based distribution network; and
         -   High-power DBS  frequencies at each of the three orbital slots that
             provide full coverage of the continental United States: 101 degrees
             West longitude (WL), 110 degrees WL and 119 degrees WL.

         "We were the first to  introduce  high-power  DBS  service  nearly five
years ago, and our pending  transactions with USSB and now PRIMESTAR will extend
DIRECTV's  market  leadership,"  said  Michael  T.  Smith,  chairman  and  chief
executive  officer  of  Hughes  Electronics.  "With  the  addition  of the Tempo
high-power  satellite assets,  DIRECTV is  well-positioned to capitalize on such
emerging  consumer  services  as  high-definition   television,   data  enhanced
broadcasting  and other  interactive  services.  We  expect  to  create  new and
innovative  revenue  streams  that  will add  significant  value  for GM Class H
shareholders."

Benefits to Subscribers

         "The integration of DIRECTV,  USSB and PRIMESTAR will create a powerful
platform to distribute  digital video and other  services that realizes the full
potential  of DBS," said Eddy W.  Hartenstein,  president  of DIRECTV.  "We will
carry  more than 370  channels  that may be  accessed  from  every  state in the
continental  U.S.,  and  we'll  be able to  offer  consumers  a broad  range  of
conventional and all-new data and interactive services.

         "In  addition,   PRIMESTAR's  network  of  agents,  master  agents  and
full-service  providers adds an important  rural and small urban  component that
complements  DIRECTV's largely  urban/suburban  retail distribution  network. In
short,  these  transactions  are going to make high-power  satellite  television
easier to get for more Americans than ever before," added Hartenstein.



                                    - 2 -

         DIRECTV  and  its  consumer  electronics  manufacturing  partners  will
introduce new DIRECTV  System  equipment  later this year designed to seamlessly
integrate  programming  distributed from multiple orbital  locations.  These new
DIRECTV  Systems will  integrate  DIRECTV's  core  subscription  services at 101
degrees WL with the new services to be introduced  at 119 degrees WL;  likewise,
DIRECTV is creating a single dish,  dual-satellite receiving system to integrate
DIRECTV's core programming with  Spanish-language  services to be launched later
this year at 110 degrees. A consumer-friendly  single-dish receiving system that
integrates  programming  distributed from all three orbital locations - 119, 101
and 110 degrees - is also planned.

PRIMESTAR Subscriber Transition to DIRECTV

         PRIMESTAR currently operates a 160-channel  medium-power  service using
leased   satellite   capacity  at  85  degrees  WL.  DIRECTV  will  operate  the
medium-power  PRIMESTAR business for a period of approximately two years, during
which time it will transition  PRIMESTAR  subscribers to the high-power  DIRECTV
service.

         "By combining with DIRECTV,  PRIMESTAR fulfills its long-sought goal of
providing its  subscribers  with an opportunity  for  high-power  service," said
Hartenstein.  "PRIMESTAR has built a successful business,  and for two years has
captured  J.D.  Powers'  top  customer  satisfaction  rating  in the  cable  and
satellite television category.  We are pleased to serve PRIMESTAR's  subscribers
and look forward to introducing them to the expanded  programming  opportunities
and services of DIRECTV."

         During this transition period,  PRIMESTAR's  distribution  network will
continue servicing  PRIMESTAR  subscribers and begin to offer the DIRECTV System
to new subscribers.

Terms of the Transactions

         The  transactions  are comprised of 1) the acquisition of the PRIMESTAR
medium-power DBS business, and 2) the purchase of the Tempo high-power satellite
assets.  PRIMESTAR will receive approximately $1.32 billion for the medium-power
DBS business,  comprised of  approximately  4,871,000  shares of General  Motors
Class H (GMH)  common  stock and $1.1  billion  cash.  Hughes will also pay $500
million  cash  for  the  Tempo  high-power  satellite  assets.   Together,   the
transactions provide DIRECTV with:

         -   11  high-power  DBS  frequencies  at 119 degrees WL, from which the
             in-orbit  Tempo  satellite can begin  delivering  programming  on a
             national basis at any time;
         -   A  second  Tempo  satellite,  which  is  already  built  and can be
             launched  at a future  date or be used as a  back-up  satellite  to
             secure uninterrupted service for DIRECTV subscribers; and
         -   Increased  revenues  immediately  from  over 2.3  million  existing
             PRIMESTAR subscribers,  and ongoing revenues from these subscribers
             as they are transitioned to DIRECTV.

         The  transactions  have been  approved  by the Boards of  Directors  of
Hughes and  PRIMESTAR,  and are subject to approval by the Board of Directors of
General Motors,  consent of certain PRIMESTAR lenders and receipt of appropriate
regulatory and antitrust approvals.

         The earnings of Hughes  Electronics  are used to calculate the earnings
per share  attributable  to GMH  (NYSE  symbol)  common  stock.  DIRECTV  is the
nation's leading direct broadcast  satellite  service with more than 4.5 million
subscribers.  DIRECTV is a  registered  trademark  of DIRECTV,  Inc.,  a unit of
Hughes Electronics  Corporation.  Visit Hughes and DIRECTV on the World Wide Web
at www.hughes.com and www.directv.com, respectively.

                                 * * * * * *

                                    - 3 -



                                    SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 22, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)















































                                    - 4 -
[{"type": "8-K", "sequence": "1", "description": "HUGHES ACQUIRING PRIMESTAR", "secsgml_size_bytes": 9771}]
{"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": "99511447"}, "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) January 22, 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 January 22, 1999, General Motors Corporation's (GM) subsidiary,  Hughes
Electronics Corporation (Hughes),  issued the following news release covering an
agreement to acquire PRIMESTAR,  Inc.'s direct broadcast satellite  medium-power
business and related Tempo high power satellite  assets.  The news release is as
follows:

                           Hughes to Acquire PRIMESTAR

    DIRECTV Will Acquire PRIMESTAR Subscribers And Expand Channel Capacity

         EL SEGUNDO,  CA, January 22, 1999 - Hughes Electronics  Corporation,  a
unit of General Motors Corporation, announced today that it reached an agreement
with PRIMESTAR,  Inc., to acquire the 2.3  million-subscriber  PRIMESTAR  direct
broadcast  satellite (DBS)  medium-power  business and related Tempo  high-power
satellite assets in two transactions valued at approximately $1.82 billion.

         The  combination of DIRECTV(R) and PRIMESTAR,  along with United States
Satellite  Broadcasting  (USSB), the premium  multi-channel  movie service which
agreed to merge with  Hughes  last  month,  advances  DIRECTV's  position as the
premier  digital  multi-channel  video  platform  in  the  United  States.  Upon
completion of these transactions, DIRECTV will feature:

         -   More than 7 million U.S. subscribers;
         -   More  than  370  entertainment   channels  delivered  through  five
             high-power DBS  spacecraft:  DBS-1,  -2 and -3, a high-power  Tempo
             satellite and DIRECTV 1-R (planned for launch in mid-1999);
         -   The broadest  distribution  network in the DBS industry,  combining
             more than 26,000 points of retail sale with  PRIMESTAR's  rural and
             small urban-based distribution network; and
         -   High-power DBS  frequencies at each of the three orbital slots that
             provide full coverage of the continental United States: 101 degrees
             West longitude (WL), 110 degrees WL and 119 degrees WL.

         "We were the first to  introduce  high-power  DBS  service  nearly five
years ago, and our pending  transactions with USSB and now PRIMESTAR will extend
DIRECTV's  market  leadership,"  said  Michael  T.  Smith,  chairman  and  chief
executive  officer  of  Hughes  Electronics.  "With  the  addition  of the Tempo
high-power  satellite assets,  DIRECTV is  well-positioned to capitalize on such
emerging  consumer  services  as  high-definition   television,   data  enhanced
broadcasting  and other  interactive  services.  We  expect  to  create  new and
innovative  revenue  streams  that  will add  significant  value  for GM Class H
shareholders."

Benefits to Subscribers

         "The integration of DIRECTV,  USSB and PRIMESTAR will create a powerful
platform to distribute  digital video and other  services that realizes the full
potential  of DBS," said Eddy W.  Hartenstein,  president  of DIRECTV.  "We will
carry  more than 370  channels  that may be  accessed  from  every  state in the
continental  U.S.,  and  we'll  be able to  offer  consumers  a broad  range  of
conventional and all-new data and interactive services.

         "In  addition,   PRIMESTAR's  network  of  agents,  master  agents  and
full-service  providers adds an important  rural and small urban  component that
complements  DIRECTV's largely  urban/suburban  retail distribution  network. In
short,  these  transactions  are going to make high-power  satellite  television
easier to get for more Americans than ever before," added Hartenstein.

                                    - 2 -

         DIRECTV  and  its  consumer  electronics  manufacturing  partners  will
introduce new DIRECTV  System  equipment  later this year designed to seamlessly
integrate  programming  distributed from multiple orbital  locations.  These new
DIRECTV  Systems will  integrate  DIRECTV's  core  subscription  services at 101
degrees WL with the new services to be introduced  at 119 degrees WL;  likewise,
DIRECTV is creating a single dish,  dual-satellite receiving system to integrate
DIRECTV's core programming with  Spanish-language  services to be launched later
this year at 110 degrees. A consumer-friendly  single-dish receiving system that
integrates  programming  distributed from all three orbital locations - 119, 101
and 110 degrees - is also planned.

PRIMESTAR Subscriber Transition to DIRECTV

         PRIMESTAR currently operates a 160-channel  medium-power  service using
leased   satellite   capacity  at  85  degrees  WL.  DIRECTV  will  operate  the
medium-power  PRIMESTAR business for a period of approximately two years, during
which time it will transition  PRIMESTAR  subscribers to the high-power  DIRECTV
service.

         "By combining with DIRECTV,  PRIMESTAR fulfills its long-sought goal of
providing its  subscribers  with an opportunity  for  high-power  service," said
Hartenstein.  "PRIMESTAR has built a successful business,  and for two years has
captured  J.D.  Powers'  top  customer  satisfaction  rating  in the  cable  and
satellite television category.  We are pleased to serve PRIMESTAR's  subscribers
and look forward to introducing them to the expanded  programming  opportunities
and services of DIRECTV."

         During this transition period,  PRIMESTAR's  distribution  network will
continue servicing  PRIMESTAR  subscribers and begin to offer the DIRECTV System
to new subscribers.

Terms of the Transactions

         The  transactions  are comprised of 1) the acquisition of the PRIMESTAR
medium-power DBS business, and 2) the purchase of the Tempo high-power satellite
assets.  PRIMESTAR will receive approximately $1.32 billion for the medium-power
DBS business,  comprised of  approximately  4,871,000  shares of General  Motors
Class H (GMH)  common  stock and $1.1  billion  cash.  Hughes will also pay $500
million  cash  for  the  Tempo  high-power  satellite  assets.   Together,   the
transactions provide DIRECTV with:

         -   11  high-power  DBS  frequencies  at 119 degrees WL, from which the
             in-orbit  Tempo  satellite can begin  delivering  programming  on a
             national basis at any time;
         -   A  second  Tempo  satellite,  which  is  already  built  and can be
             launched  at a future  date or be used as a  back-up  satellite  to
             secure uninterrupted service for DIRECTV subscribers; and
         -   Increased  revenues  immediately  from  over 2.3  million  existing
             PRIMESTAR subscribers,  and ongoing revenues from these subscribers
             as they are transitioned to DIRECTV.

         The  transactions  have been  approved  by the Boards of  Directors  of
Hughes and  PRIMESTAR,  and are subject to approval by the Board of Directors of
General Motors,  consent of certain PRIMESTAR lenders and receipt of appropriate
regulatory and antitrust approvals.

         The earnings of Hughes  Electronics  are used to calculate the earnings
per share  attributable  to GMH  (NYSE  symbol)  common  stock.  DIRECTV  is the
nation's leading direct broadcast  satellite  service with more than 4.5 million
subscribers.  DIRECTV is a  registered  trademark  of DIRECTV,  Inc.,  a unit of
Hughes Electronics  Corporation.  Visit Hughes and DIRECTV on the World Wide Web
at www.hughes.com and www.directv.com, respectively.

                                 * * * * * *

                                    - 3 -

                                    SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    January 22, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 4 -