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 25, 2002
                                  -----------------




                           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 -


<PAGE>




ITEM 5.  OTHER ITEMS


   The following Management's Discussion and Analysis of the financial condition
and results of operations (MD&A) of General Motors Corporation (GM) should be
read in conjunction with (A) the Form 8-K filed by GM on January 16, 2002, on
the subject of 2001 consolidated earnings for GM, and (B) GM's Annual Report on
Form 10-K for the period ended December 31, 2000, and (C) the Form 10-Q's and
Form 8-K's filed by GM since the filing of that Annual Report. All earnings per
share amounts included in this MD&A are reported as diluted.
   GM expects to file its Annual Report on Form 10-K in mid-March 2002.
   GM presents separate  financial  information for the following  businesses:
Automotive,  Communications  Services,  and Other  Operations  and Financing and
Insurance Operations.
   GM's reportable  operating  segments within its Automotive,  Communications
Services, and Other Operations business consist of:

   -  GM Automotive (GMA), which is comprised of four regions: GM North America
      (GMNA), GM Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM), and GM
      Asia Pacific (GMAP);
   -  Hughes, which includes activities relating to digital entertainment,
      information and communications services, and satellite-based private
      business networks; and
   -  Other, which includes the design, manufacturing and marketing of
      locomotives and heavy-duty transmissions, the elimination of intersegment
      transactions, certain non-segment specific revenues and expenditures, and
      certain corporate activities.

   GM's reportable operating segments within its Financing and Insurance
Operations business consist of GMAC and Other Financing, which includes
financing entities operating in the U.S., Canada, Brazil, and Mexico that are
not associated with GMAC.
   The disaggregated financial results for GMA have been prepared using a
management approach, which is consistent with the basis and manner in which GM
management internally disaggregates financial information for the purpose of
assisting in making internal operating decisions. In this regard, certain common
expenses were allocated among regions less precisely than would be required for
stand-alone financial information prepared in accordance with accounting
principles generally accepted in the U.S. (GAAP) and certain expenses (primarily
certain U.S. taxes related to non-U.S. operations) were included in the
Automotive, Communications Services, and Other Operations' Other segment. The
financial results represent the historical information used by management for
internal decision making purposes; therefore, other data prepared to represent
the way in which the business will operate in the future, or data prepared on a
GAAP basis, may be materially different.




























                                        2


<TABLE>

                        GENERAL MOTORS CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

   For the year ended December 31, 2001, income from continuing operations for
the Corporation was $601 million, or $1.77 per share of GM $1-2/3 par value
common stock, compared with $4.5 billion and $5.6 billion, or $6.68 and $8.53
per share of GM $1-2/3 par value common stock, for 2000 and 1999, respectively.
Income from continuing operations includes the special items on an after-tax
basis outlined below:

List of Special Items - After Tax
(dollars in millions)
<CAPTION>

                                                                  Total                        Total             Other     Total
                                 GMNA     GME    GMLAAM    GMAP    GMA     Hughes    Other      ACO      GMAC  Financing    GM
                                 ----     ---    ------    ----    ---     ------    -----      ---      ----  ---------   -----

For Year Ended December 31, 2001

<S>                            <C>      <C>       <C>      <C>     <C>     <C>      <C>      <C>       <C>        <C>      <C>
Reported Net Income (Loss)     $1,270   $(765)    $(81)    $(57)   $367    $(618)   $(916)   $(1,167)  $1,786     $(18)    $601
  Ste. Therese Charge (A)         194       -        -        -     194        -        -        194        -        -      194
  Raytheon Settlement (B)           -       -        -        -       -        -      474        474        -        -      474
  Gain on Sale of Thomson (C)       -       -        -        -       -      (67)       -        (67)       -        -      (67)
  SkyPerfecTV! Writedown (D)        -       -        -        -       -      133        -        133        -        -      133
  Severance Charge (E)              -       -        -        -       -       40        -         40        -        -       40
  DIRECTV Japan Adjustment (F)      -       -        -        -       -      (21)       -        (21)       -        -      (21)
  Isuzu Restructuring (G)           -       -        -      133     133        -        -        133        -        -      133
  SFAS 133 Adjustment (H)          14      (2)       1        1      14        8        -         22      (34)       -      (12)
                                -----     ---       --      ---     ---      ---      ---        ---    -----       --    -----
Adjusted Income (Loss)         $1,478   $(767)    $(80)     $77    $708    $(525)   $(442)     $(259)  $1,752     $(18)  $1,475
                                =====     ===       ==       ==     ===      ===      ===        ===    =====       ==    =====


For Year Ended December 31, 2000

Reported Net Income (Loss)     $3,174   $(676)     $26    $(233) $2,291     $829    $(281)    $2,839   $1,602      $11   $4,452
  Phase-out of Oldsmobile
    Charge (I)                    939       -        -        -     939        -        -        939        -        -      939
  Postemployment Benefits
    Charge (J)                    294       -        -        -     294        -        -        294        -        -      294
  Capacity Reduction
    Adjustment (K)                  -     419        -        -     419        -        -        419        -        -      419
  Satellite Businesses Gain (L)     -       -        -        -       -   (1,132)       -     (1,132)       -        -   (1,132)
                                -----     ---       --      ---   -----    -----      ---      -----    -----       --    -----
Adjusted Income (Loss)         $4,407   $(257)     $26    $(233) $3,943    $(303)   $(281)    $3,359   $1,602      $11   $4,972
                                =====     ===       ==      ===   =====      ===      ===      =====    =====       ==    =====


For Year Ended December 31, 1999

Reported Net Income (Loss)     $4,857    $423     $(81)   $(218) $4,981    $(270)   $(669)    $4,042   $1,527       $7   $5,576
  Postemployment Benefits
    Adjustment (M)               (553)      -        -        -    (553)       -        -       (553)       -        -     (553)
  Hourly Retiree Benefits
    Charge (N)                    257       -        -        -     257        -      151        408        -        -      408
  Termination Benefits
    Charge (O)                     39       -        -        -      39        -       35         74       16        -       90
  Wireless Business Charge (P)      -       -        -        -       -      165        -        165        -        -      165
                                -----     ---       --      ---   -----      ---      ---      -----    -----       --    -----
Adjusted Income (Loss)         $4,600    $423     $(81)   $(218) $4,724    $(105)   $(483)    $4,136   $1,543       $7   $5,686
                                =====     ===       ==      ===   =====      ===      ===      =====    =====        =    =====
</TABLE>

See footnotes on next page for further discussion of these items.



                                        3






                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Footnotes:
---------

   A) The Ste. Therese Charge relates to asset impairments and postemployment
      costs for termination and other postemployment benefits associated with
      the announcement of the closing of the Ste. Therese, Quebec assembly
      plant.
   B) The Raytheon Settlement relates to Hughes' settlement with the Raytheon
      Company on a purchase price adjustment related to Raytheon's 1997 merger
      with Hughes Defense.
   C) The Gain on Sale of Thomson relates to Hughes' sale of 4.1 million shares
      of Thomson Multimedia common stock.
   D) The SkyPerfecTV! Writedown relates to Hughes' non-cash charge from the
      revaluation of its investment.
   E) The Severance Charge relates to Hughes' 10% company-wide workforce
      reduction in the U.S.
   F) The DIRECTV Japan Adjustment relates to a favorable adjustment to the
      expected costs associated with the shutdown of Hughes' DIRECTV Japan
      business.
   G) The Isuzu Restructuring charges include GM's portion of severance payments
      and asset impairments that were part of the restructuring of its affiliate
      Isuzu Motors Ltd.
   H) The SFAS 133 Adjustment represents the net impact during the first quarter
      of 2001 from the initial adoption of SFAS No. 133, Accounting for
      Derivatives and Hedging Activities.
   I) The Phase-out of Oldsmobile Charge relates to the costs associated with
      GM's decision to phase-out the Oldsmobile division as the current model
      lineup product lifecycles come to an end, or when the models are no longer
      economically viable.
   J) The Postemployment Benefits Charge relates to postemployment costs for
      termination and other postemployment benefits associated with four North
      American manufacturing facilities slated for conversion and capacity
      reduction (Oklahoma City, Oklahoma; Delta Engine, Lansing, Michigan;
      Spring Hill, Tennessee; and Wilmington, Delaware).
   K) The Capacity Reduction Adjustment relates to costs associated with the
      reduction in production capacity, including the restructuring of Vauxhall
      Motors Limited's manufacturing operations in the U.K.
   L) The Satellite Businesses Gain relates to the sale of Hughes' satellite
      systems manufacturing businesses to The Boeing Company.
   M) The Postemployment Benefits Adjustment relates to the reversal of a
      liability for benefits payable to excess U.S. hourly employees.
   N) The Hourly Retiree Benefits Charge relates to the benefit increase granted
      to hourly retirees in connection with the 1999 UAW agreement.
   O) The Termination Benefits Charge relates to a U.S. salaried early
      retirement program. Approximately 1,700 people (100 executives) elected
      participation in this program.
   P) The Wireless Business Charge relates to Hughes' decision to discontinue
      certain of its wireless manufacturing operations at Hughes Network
      Systems.
























                                        4




<TABLE>


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Vehicle Unit Deliveries of Cars and Trucks - GMA
<CAPTION>


                                                         Years Ended December 31,
                                   2001                           2000                           1999
                        ---------------------------    ---------------------------    ---------------------------
                                            GM as                          GM as                          GM as
                                            a % of                         a % of                         a % of
                        Industry    GM     Industry     Industry    GM    Industry     Industry    GM    Industry
                        --------    --     --------     --------    --    --------     --------    --    --------
                                                         (units in thousands)
United States
<S>                      <C>      <C>        <C>         <C>       <C>      <C>          <C>       <C>      <C>
  Cars                   8,455    2,272      26.9%       8,857     2,532    28.6%        8,700     2,591    29.8%
  Trucks                 9,020    2,632      29.2%       8,957     2,421    27.0%        8,718     2,426    27.8%
                        ------    -----                 ------     -----                ------     -----
  Total United States   17,475    4,904      28.1%      17,814     4,953    27.8%       17,418     5,017    28.8%
Canada, Mexico,
  and Other              2,775      686      24.7%       2,781       707    25.4%        2,525       666    26.4%
                        ------    -----                 ------     -----                ------     -----
  Total GMNA            20,250    5,590      27.6%      20,595     5,660    27.5%       19,943     5,683    28.5%
  GME                   19,632    1,801       9.2%      20,158     1,856     9.2%       20,252     1,974     9.7%
  GMLAAM                 3,861      663      17.2%       3,664       605    16.5%        3,342       539    16.1%
  GMAP                  12,884      506       3.9%      12,880       476     3.7%       11,975       455     3.8%
                        ------   ------                 ------     -----                ------     -----
Total Worldwide         56,627    8,560     15.1%       57,297     8,597    15.0%       55,512     8,651    15.6%

</TABLE>

Wholesale Sales
                                    Years Ended December 31,
                                2001           2000         1999
                              --------       -------      -------
                                        (units in thousands)

GMNA
  Cars                         2,441          2,933        2,992
  Trucks                       2,746          2,842        2,882
                               -----          -----        -----
    Total GMNA                 5,187          5,775        5,874
                               -----          -----        -----
GME
  Cars                         1,666          1,744        1,824
  Trucks                          94            135          144
                               -----          -----        -----
    Total GME                  1,760          1,879        1,968
                               -----          -----        -----
GMLAAM
  Cars                           463            438          350
  Trucks                         203            196          173
                                 ---            ---          ---
    Total GMLAAM                 666            634          523
                                 ---            ---          ---
GMAP
  Cars                           202            175          162
  Trucks                         258            283          259
                                 ---            ---          ---
    Total GMAP                   460            458          421
                                 ---            ---          ---

Total Worldwide                8,073          8,746        8,786
                               =====          =====        =====




GMA Financial Review

   GMA's income and margin adjusted to exclude special items (adjusted income
and margin) was $708 million and 0.5% for 2001, $3.9 billion and 2.7% for 2000,
and $4.7 billion and 3.2% for 1999. The decrease in 2001 adjusted income and
margin, compared with 2000, was primarily due to a decrease in wholesale sales
volume and pricing pressures in North America and Europe. These unfavorable
conditions were partially offset by cost structure improvements, also primarily
in North America and Europe. The decrease in 2000 adjusted income and margin,
compared with 1999, was primarily due to an increase in spending for product
development activities, pricing pressures in North America and Europe, a
decrease in wholesale sales volume, and unfavorable product mix, primarily in
Europe. These unfavorable conditions were partially offset by cost structure
improvements, primarily in North America.
   GMA's total net sales and revenues adjusted to exclude special items
(adjusted total net sales and revenues) were $140.7 billion, $148.1 billion, and
$146.1 billion for 2001, 2000, and 1999, respectively. The decrease in 2001
adjusted total net sales and revenues, compared with 2000, was largely due to
lower wholesale volumes and unfavorable net price in North America and Europe.
Net price comprehends the percent increase/(decrease) a customer pays in the
current period for the same comparably equipped vehicle over the price paid in
the previous year's period. The increase in 2000 adjusted total net sales and
revenues, compared with 1999, was largely due to growth initiatives, including
OnStar and Service Parts Operations, which were partially offset by lower
wholesale volumes and unfavorable net price in North America and Europe.




                                        5

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

GMA Financial Review (continued)

   GMNA's adjusted income was $1.5 billion, $4.4 billion, and $4.6 billion for
2001, 2000, and 1999, respectively. The decrease in 2001 adjusted income from
2000 was primarily due to unfavorable net price of (1.3)% year-over-year and
lower wholesale sales volumes. The decrease was partially offset by favorable
product mix and improvements in manufacturing costs due to performance
efficiencies, material cost savings, and engineering productivity. The decrease
in 2000 adjusted income from 1999 was primarily due to unfavorable net price of
(0.7)% year-over-year and lower wholesale sales volumes. The decrease was
partially offset by improvements in manufacturing costs due to performance
efficiencies and material cost savings.
    GME's adjusted loss was $767 million for 2001, compared with an adjusted
loss of $257 million and adjusted income of $423 million for 2000 and 1999,
respectively. The increase in GME's 2001 adjusted loss from 2000 was due to a
continued shift in sales mix from larger, more profitable vehicles to smaller,
less profitable entries, as well as a decrease in wholesale sales volume and
continued competitive pricing pressures. These decreases were partially offset
by improved material and structural cost performance. The decrease in GME's 2000
adjusted income from 1999 was due to the weakening of the European industry,
unfavorable sales mix, an increase in competitive pricing pressure, and a
decrease in wholesale sales volume which was further impacted by the reduced
availability of the new Corsa during the launch period.
   GMLAAM's adjusted loss was $80 million for 2001, compared with adjusted
income of $26 million and an adjusted loss of $81 million for 2000 and 1999,
respectively. The decrease in 2001 adjusted earnings, compared with 2000, was
primarily due to material cost increases reflecting supplier cost pressures,
manufacturing cost increases, and the devaluation of the currency in Argentina.
These decreases were partially offset by nominal price increases and an increase
in wholesale sales volumes. The increase in 2000 adjusted income, compared with
1999, was primarily due to nominal price increases and an increase in wholesale
sales volumes. This was partially offset by an increase in manufacturing costs
and material costs.
   GMAP's adjusted income was $77 million for 2001 compared with adjusted losses
of $233 million and $218 million for 2000 and 1999, respectively. The increase
in 2001 adjusted earnings, compared with 2000, was primarily due to GMAP's
suspension of recording its share of Isuzu's losses. GM reduced its investment
balance in Isuzu to zero in the second quarter of 2001 and GM does not intend to
invest any additional capital in Isuzu or guarantee any obligation of Isuzu. In
addition, there were equity income improvements from several joint ventures in
the region, as well as slightly favorable price increases and increased
wholesale sales volume. Increased adjusted losses for 2000 compared with 1999
were primarily due to increased equity losses at Isuzu which were partially
offset by increased wholesale sales volumes.
   GMA's effective income tax rate on an adjusted basis was 28.7%, 30.9%, and
31.7% for 2001, 2000, and 1999, respectively. GMA's effective income tax rate on
a reported basis was 25.1%, 26.6%, and 32.0% for 2001, 2000, and 1999,
respectively.

Hughes Financial Review

   Total adjusted net sales and revenues were $8.3 billion, $8.7 billion, and
$7.6 billion for 2001, 2000, and 1999, respectively. The decrease in adjusted
net sales and revenues in 2001, compared with 2000, was due to decreased
revenues at PanAmSat Corporation (PanAmSat) and Hughes Network Systems (HNS),
and as a result of the sale of the satellite systems manufacturing businesses to
The Boeing Company on October 6, 2000. The decrease in adjusted net sales and
revenues at PanAmSat was primarily due to a decline of new outright sales and
sales-type lease transactions executed during 2001 compared to 2000. The
decrease in adjusted net sales and revenues at HNS was primarily due to
decreased shipments of DIRECTV receiving equipment due primarily to DIRECTV
completing the conversion of PRIMESTAR By DIRECTV customers to the high-power
DIRECTV service in 2000. These decreases were partially offset by an increase in
adjusted net sales and revenues at the Direct-To-Home businesses that resulted
from the addition of approximately 1.6 million net new subscribers in the United
States and Latin America since December 31, 2000. The increase in adjusted net
sales and revenues in 2000 compared with 1999 resulted from growth in the
DIRECTV businesses from the addition of more than 2.3 million net new
subscribers in the United States and Latin America from December 31, 1999 to
December 31, 2000. PanAmSat also contributed to the increase in adjusted net
sales and revenues primarily due to increased revenues from outright sales and
sales-type lease transactions executed during 2000.








                                        6

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Hughes Financial Review (continued)

   Hughes' adjusted losses were $525 million, $303 million, and $105 million for
2001, 2000, and 1999, respectively. The increase in 2001 adjusted loss, compared
with 2000, was primarily due to lower profits in 2001 from sales and sales-type
lease transactions and higher operating costs at PanAmSat, increased costs
associated with the rollout of new DIRECWAY services, lower profits resulting
from decreased shipments of DIRECTV receiving equipment at HNS, the added cost
of DIRECTV Broadband, and increased depreciation and amortization expense due to
various acquisitions in 2001 and capital expenditures for satellites and
property. . The increase in 2000 adjusted loss, compared with 1999, was
primarily due to higher marketing costs at the Direct-To-Home businesses,
increased depreciation and amortization expense due to 1999 acquisitions and
additions to satellites and property, as well as increased interest expense as a
result of increased average outstanding borrowings throughout the year.

GMAC Financial Review

   GMAC's adjusted income was $1.8 billion, $1.6 billion, and $1.5 billion for
2001, 2000, and 1999, respectively. Income from automotive and other financing
operations totaled $1.3 billion, $1.1 billion, and $1.1 billion in 2001, 2000,
and 1999, respectively. The increase in adjusted income in 2001, compared with
2000, was primarily due to lower market interest rates and increased asset
levels. These increases were partially offset by weakness in off-lease residual
values, higher credit losses, and wider borrowing spreads that occurred in the
wake of negative rating agency actions. In 2000, compared to 1999, increased
financing volumes and asset levels were offset by the negative impact from the
higher level of market interest rates. Income from insurance operations totaled
$200 million, $220 million, and $210 million in 2001, 2000, and 1999,
respectively. The decrease in income in 2001, compared with 2000, was primarily
due to a reduction in capital gains reflecting the general weakness in the
equity markets. This decrease was partially offset by improved underwriting
results. The increase in income in 2000, compared with 1999, was primarily due
to improved operating results, higher investment income, and capital gains.
Income from mortgage operations totaled $331 million, $327 million, and $260
million in 2001, 2000, and 1999, respectively. The increase in income in 2001,
compared with 2000, was primarily due to strong origination volumes which kept
pace with the large run-off of home mortgages that occurred during periods of
high refinancing activity. The strong year-over-year performance in 2000,
compared with 1999, reflects the benefit of strong international growth, lower
cost of servicing, and increased mortgage originations during the second half of
2000.
   Automotive and other financing revenue totaled $15.1 billion in 2001,
compared with $15.5 billion and $13.8 billion for 2000 and 1999, respectively.
The decrease in revenue in 2001 was primarily due to a decline in asset earning
rates during 2001, operating lease assets, and wholesale receivables, which were
partially offset by an increase in retail receivables. The increase in 2000,
compared with 1999, was mainly due to higher average retail, wholesale, and
commercial and other loan receivable balances. Net premiums earned from
insurance operations totaled $2.0 billion, $1.9 billion, and $1.8 billion in
2001, 2000, and 1999, respectively. The increase in 2001, compared with 2000,
was primarily due to expanding customer relationships in assumed reinsurance
business and strong volume in dealer vehicle inventory insurance. The increase
in 2000, compared with 1999, was due to premium growth across all business
lines. Mortgage revenue totaled $5.3 billion, $3.9 billion, and $3.0 billion in
2001, 2000, and 1999, respectively. The increase in revenue in 2001, compared
with 2000 and 1999, was primarily attributed to stronger lending volumes, loan
originations, and an increase in the servicing portfolio reflecting significant
refinancing activity prompted by the decline in interest rates observed
throughout most of 2001. Other income, including gains and fees related to sold
finance receivables, totaled $3.0 billion, $2.4 billion, and $1.7 billion in
2001, 2000, and 1999, respectively. The increase in 2001, compared with 2000,
was primarily the result of increased income from increased securitization
levels of retail and wholesale receivables. Additionally, interest income
increased due to the increase in cash and cash equivalents in 2001. The increase
in 2000, compared to 1999, was primarily attributable to increases in interest
and servicing fees, factoring commissions, and other servicing fees.

                         LIQUIDITY AND CAPITAL RESOURCES

Financing Structure

   In 2001, GM and GMAC experienced excellent access to the capital markets as
GM and GMAC were able to issue various securities to raise capital and extend
borrowing terms consistent with GM's need for financial flexibility. Although
downgrades to GM's and GMAC's credit ratings have reduced GM's and GMAC's access
to the commercial paper market, the amount of commercial paper available to GM
and GMAC remains sufficient to meet the Corporation's capital needs. Moreover,
the downgrades have not had a significant adverse effect on GM's and GMAC's
ability to issue long-term public debt, to obtain bank debt, or to sell
asset-backed securities. Accordingly, GM and GMAC expect that they will continue
to have excellent access to the capital markets sufficient to meet the
Corporation's needs for financial flexibility.


                                        7

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Financing Structure (continued)

   As an additional source of funds, GM currently has unrestricted access to a
$5.6 billion line of credit with a syndicate of banks which is committed through
June 2006. Similarly, GMAC has a $7.4 billion line of credit, committed through
June 2002, and an additional $7.4 billion committed through June 2006. GMAC
currently plans to seek renewal of the line of credit committed through June
2002.

Automotive, Communications Services, and Other Operations

   At December 31, 2001, cash, marketable securities, and $3.0 billion of assets
of the Voluntary Employees' Beneficiary Association (VEBA) trust invested in
fixed-income securities totaled $12.2 billion, compared with $13.3 billion at
December 31, 2000. The decrease from December 31, 2000 was primarily due to
capital expenditures, GM's purchase of an additional 10% equity stake in Suzuki
for $493 million, an equity injection into GMAC of $500 million, and an overall
decrease in earnings. These items were partially offset by improvements in
managed working capital. Total assets in the VEBA trust used to pre-fund part of
GM's other postretirement benefits liability approximated $4.9 billion and $6.7
billion at December 31, 2001 and 2000, respectively. GM previously indicated
that it had a goal of maintaining $13.0 billion of cash and marketable
securities in order to continue funding product development programs throughout
the next downturn in the business cycle. This $13.0 billion target includes cash
to pay certain costs that were pre-funded in part by VEBA contributions.
   Net liquidity excluding Hughes was $1.0 billion as cash and $3.0 billion of
assets of the VEBA trust invested in fixed-income securities exceeded loans
payable and long-term debt at December 31, 2001, a decrease of $2.5 billion
from the prior year.
   In order to provide financial flexibility to GM and its suppliers, GM
maintains a two-part financing program through General Electric Capital
Corporation (GECC) pursuant to a Trade Payables Agreement with GM wherein GECC
(1) purchases GM receivables at a discount from GM suppliers prior to the due
date of those receivables, and pays on behalf of GM the amount due on other
receivables which have reached their due date (the first part) and (2) from time
to time allows GM to defer payment to GECC with respect to all or a portion of
receivables which it has purchased or paid on behalf of GM, which deferral lasts
generally up to 40 days.
   To the extent GECC can realize favorable economics from transactions arising
in the first part of the program, they are shared with GM. Whenever GECC and GM
agree that GM will defer payment beyond the normal due date for receivables
under the second part of the program, GM becomes obligated to pay interest for
the period of such deferral. Outstanding balances of GM receivables held by GECC
are classified as accounts payable in GM's financial statements. If any of GM's
long term unsecured debt obligations become subject to a rating by S&P of BBB-
with a negative outlook or below BBB-, or a rating by Moody's of Baa3 with a
negative outlook or below Baa3, the first part of the program would be
unavailable to GM and its suppliers. If any of GM's long term unsecured debt
obligations become subject to a rating by S&P of BBB or lower, or a rating by
Moody's of Baa2 or lower, the second part of the program would be unavailable to
GM. The maximum amount permitted under the program is $2 billion. At December
31, 2001, the outstanding balance under the first part of the program amounted
to approximately $480 million, and the outstanding balance under the second part
of the program was $1.2 billion.
   Long-term debt was $10.7 billion and $7.4 billion at December 31, 2001 and
2000, respectively. The ratio of long-term debt to long-term debt and GM's net
assets of Automotive, Communications Services, and Other Operations was 72.6%
and 30.8% at December 31, 2001 and 2000, respectively. The ratio of long-term
debt and short-term loans payable to the total of this debt and GM's net assets
of Automotive, Communications Services, and Other Operations was 76.5% and 36.6%
at December 31, 2001 and 2000, respectively.
   Beginning January 2004, Fiat S.p.A. (Fiat) has the right to exercise a put
option to require GM to purchase 80% of Fiat Auto B.V. (Fiat Auto) at fair
market value. The put expires on July 24, 2009. The process for establishing the
value that would be paid by GM to Fiat involves the determination of "Fair
Market Value" by investment banks that would be retained by the parties pursuant
to provisions set out in the Master Agreement between GM and Fiat, which has
been made public in filings with the SEC. Although GM's purchase of the initial
20% investment for $2.4 billion in the July, 2000 transaction might imply a
valuation of $9.6 billion for the other 80% of Fiat Auto, Exhibit 8.03(a)(iii)
to the Master Agreement states that "in determining the Fair Market Value of the
Put Shares, the price [$2.4 billion] paid by General Motors for its initial 20%
interest in Fiat Auto shall not be considered."











                                        8

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Automotive, Communications Services, and Other Operations (continued)

   Until a valuation is actually performed in accordance with provisions of the
Master Agreement, the amount that GM may pay for 80% of Fiat Auto is not
quantifiable. This is due in large part to the fact that there are many
variables that could cause such a determination to rise or fall, including, but
not limited to, the operating results and prospects of Fiat Auto, such factors
as the timing of any possible exercise of the put, regional and global economic
developments and those in the automotive industry, developments specific to the
business of Fiat Auto, the resolution of any anti-trust issues arising in the
context of such a transaction and other legislative developments in the
countries in which Fiat Auto and GM conduct their business operations. Fiat Auto
has recently announced a major restructuring, including a significant write-off,
all of which may be relevant to any prospective valuation of Fiat Auto.
Recently, Fiat stated that it expects Fiat Auto to return to profitability by
the end of 2002.
   If the put were exercised, GM would have the option to pay for the 80%
interest in Fiat Auto entirely in shares of GM $1-2/3 common stock, entirely in
cash, or in whatever combination thereof GM may choose. To the extent GM chooses
to pay in cash, that portion of the purchase price may be paid to Fiat in four
installments over a three-year period. GM would expect to fund any such payments
from normal operating cash flows or financing activities. At this time it cannot
be determined what the effects of the exercise of the put would be, if it ever
occurs during the next eight years; however, if it is exercised, it could have a
material effect on GM at or after the time of exercise.

Financing and Insurance Operations

   At December 31, 2001, GMAC owned assets and serviced automotive receivables
totaling $220.1 billion, compared with $185.7 billion at December 31, 2000.
Total consolidated assets of GMAC at December 31, 2001 were $192.7 billion,
compared with $168.5 billion at December 31, 2000. The increases were primarily
due to increases in serviced retail receivables, cash and cash equivalents,
mortgages held for sale, other assets, mortgage lending receivables, mortgage
loans held for investment, due and deferred from receivable sales, and mortgage
servicing rights. These increases were partially offset by decreases in serviced
wholesale receivables, operating lease assets, receivables due from ACO, and
factored receivables.
   Total automotive and commercial finance receivables serviced by the Company,
including sold receivables, amounted to $130.6 billion and $112.5 billion at
December 31, 2001 and 2000, respectively. The year-to-year increase was
primarily due to a $24.3 billion increase in serviced retail receivables, which
was partially offset by a $5.3 billion decrease in serviced wholesale
receivables. Continued increased GM-sponsored retail financing incentives
contributed to the rise in serviced retail receivables. The decrease in serviced
wholesale receivables was due to lower dealer inventory levels. Principal
balances of active trusts of sold wholesale receivables (including retained
subordinated interests) increased $6.2 billion, due to the completion of three
sales in 2001. Additionally, outstanding principal balances of sold retail
automotive receivables (including retained subordinated interests) increased by
$3.5 billion due to the completion of five sales during 2001.
   GMAC's liquidity, as well as its ability to profit from ongoing acquisition
activity, is in large part dependent on its timely access to capital and the
costs associated with raising funds in different segments of the capital
markets. In this regard, GMAC regularly accesses the short-term, medium-term,
long-term debt, and asset backed securitization markets principally through
commercial paper, notes, and underwritten transactions.
   As of December 31, 2001, GMAC's total borrowings were $152.0 billion compared
with $133.4 billion at December 31, 2000. The higher year-to-year debt balances
were principally used to fund increased asset levels. Approximately 84% of this
debt represented funding for operations in the United States, and the remaining
16% represented borrowings for operations in Canada (7%), the United Kingdom
(3%), Germany (2%), and other countries (4%). GMAC's 2001 year-end ratio of
total debt to total stockholder's equity was 9.4:1 compared to 9.5:1 at December
31, 2000. Total short-term debt outstanding at December 31, 2001 amounted to
$36.2 billion compared with $56.9 billion at year-end 2000.

Off-Balance Sheet Arrangements

   GM and GMAC use off-balance sheet special purpose entities ("SPEs") where the
economics and sound business principles warrant their use. GM's principal use of
SPEs occurs in connection with the securitization and sale of financial assets
generated or acquired in the ordinary course of business by GM's wholly-owned
subsidiary GMAC and its subsidiaries and, to a lesser extent, by GM. The assets
securitized and sold by GMAC and its subsidiaries consist principally of
mortgages, and wholesale and retail loans secured by vehicles sold through GM's
dealer network. The assets sold by GM consist of trade receivables. GM and GMAC
use SPEs in a manner consistent with conventional practices in the
securitization industry, the purpose of which is to isolate the receivables for
the benefit of securitization investors. The use of SPEs enables GM and GMAC to
access the highly liquid and efficient markets for the sale of these types of
financial assets when they are packaged in securitized forms.



                                        9

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Off-Balance Sheet Arrangements (continued)

   GM leases real estate and equipment from various SPEs which have been
established to facilitate the financing of those assets for GM by nationally
prominent, creditworthy lessors. These assets consist principally of office
buildings, warehouses, and machinery and equipment. The use of SPEs allows the
parties providing the financing to isolate particular assets in a single entity
and thereby syndicate the financing to multiple third parties. This is a
conventional financing technique used to lower the cost of borrowing and, thus,
the lease cost to a lessee such as GM. There is a well-established market in
which institutions participate in the financing of such property through their
purchase of interests in these SPEs. All of the SPEs established to facilitate
property leases to GM are owned by institutions which are truly independent of,
and not affiliated with, GM. These institutions maintain substantial equity
investments in their SPEs. No officers, directors or employees of GM, GMAC, or
their affiliates hold any direct or indirect equity interests in such SPEs.
   Assets in SPEs were as follows (dollars in millions):

                                                      December 31, 2001
                                                      -----------------
Automotive, Communications Services, and Other Operations

Assets Leased Under Operating Leases                      $2,412
Sales of Trade Receivables                                   868
                                                           -----
    Total                                                 $3,280
                                                           =====

Financing and Insurance Operations

Receivables Sold or Securitized:
  - Mortgage Loans                                      $104,678
  - Retail Finance Receivables                            11,978
  - Wholesale Finance Receivables                         16,227
                                                         -------
    Total                                               $132,883
                                                         =======

Book Value Per Share

   Book value per share was determined based on the liquidation rights of the
various classes of common stock. Book value per share of GM $1-2/3 par value
common stock decreased to $24.79 at December 31, 2001, from $39.36 at December
31, 2000. Book value per share of GM Class H common stock decreased to $4.96 at
December 31, 2001, from $7.87 at December 31, 2000.

Dividends

   Dividends may be paid on common stocks only when, as, and if declared by GM's
Board of Directors in its sole discretion. The amount available for the payment
of dividends on each class of common stock will be reduced on occasion by
dividends paid on that class and will be adjusted on occasion for changes to the
amount of surplus attributed to the class resulting from the repurchase or
issuance of shares of that class.
   At December 31, 2001, the amount available for the payment of dividends on GM
$1-2/3 par value and GM Class H common stocks was $10.1 billion and $19.4
billion, respectively. GM's policy is to distribute dividends on its $1-2/3 par
value common stock based on the outlook and indicated capital needs of the
business. Cash dividends per share of GM $1-2/3 par value common stock were
$2.00 in 2001, 2000, and 1999. With respect to GM Class H common stock, the GM
Board determined that it will not pay any cash dividends at this time in order
to allow the earnings of Hughes to be retained for investment in the business of
Hughes.
   The dividends per share for the GM Series H 6.25% Automatically Convertible
Preference Stock were $35.1172 in 2001. On April 2, 2001, GM redeemed
approximately 5 million outstanding Series G 9.12% Depository Shares, each of
which represents a one-fourth interest in a GM Series G Preference Stock, and 5
million outstanding Series G 9.87% Trust Originated Preferred Securities sm
(TOPrS sm) at a total redemption price that included accrued and unpaid
dividends. The Series D preference stock was redeemed on May 2, 2000, and as a
result, the amount paid on that date to the Series D shareholders of record
included accrued and unpaid dividends as part of the total redemption price.

------------------
sm "Trust Originated Preferred Securities" and "TOPrS" are service trademarks of
Merrill Lynch & Co.





                                       10

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Euro Conversion

   On January 1, 1999, 11 of 15 member countries of the European Union
established fixed conversion rates between their existing currencies and adopted
the euro as their new common currency. The euro traded on currency exchanges and
the legacy currencies remained legal tender in the participating countries for a
transition period until January 1, 2002. Beginning on January 1, 2002,
euro-denominated bills and coins were issued and on February 28, 2002 legacy
currencies will be withdrawn from circulation.
   The Corporation has reviewed and has made required modifications to
applicable information technology systems and contracts based on the new
currency. At December 31, 2001, the conversion to the euro has not resulted in
any material adverse impact on GM's financial position or results of operations.

European Matters

   During 2001, GM Europe announced its intention to turn around its business
with the implementation of Project Olympia. The initial stages of Project
Olympia sought to identify initiatives that could deliver:
   . Solid and profitable business performance as of 2003
   . A strengthened and optimized sales structure
   . A revitalized Opel/Vauxhall brand
   . Further market growth opportunities
   . Continuous improvement by refocusing the organizational structure
   The project identified several initiatives which aim to address the goals
mentioned above. These initiatives, which include, among other things, reducing
GM Europe's manufacturing capacity, restructuring the dealer network in Germany,
and redefining the way vehicles are marketed, are in varying stages of planning
and execution. The impact that such initiatives may have on the financial
position and results of operations of GM is currently being assessed, and may
include a charge to earnings in 2002.
   During September 2000, the European parliament passed a directive requiring
member states to adopt legislation regarding end-of-life vehicles and the
responsibility of manufacturers for dismantling and recycling vehicles they have
sold. European Union member states are required to transform the concepts
detailed in the directive into national law by April 2002. Under the directive,
manufacturers are financially responsible for at least a portion of the cost of
the take-back of vehicles placed in service after July 2002 and all vehicles
placed in service prior to July 2002 that are still in operation in January
2007. The laws developed in the individual national legislatures throughout
Europe will have a significant impact on the amount ultimately paid by the
manufacturers for this issue. Management is currently assessing the impact of
this potential legislation on GM's financial position and results of operations,
and may include a charge to earnings in 2002.

EchoStar Transactions

   On October 28, 2001, GM and its wholly owned subsidiary Hughes, together with
EchoStar Communications Corporation (EchoStar), announced the signing of
definitive agreements that, subject to stockholder approval, regulatory
clearance, and certain other conditions, provide for the split-off of Hughes
from GM and the subsequent merger of the Hughes business with EchoStar. These
transactions are designed to address strategic challenges currently facing the
Hughes business and to provide liquidity and value to GM, which would help to
support the credit position of GM after the transactions.
   The split-off of Hughes from GM would occur by means of a distribution to the
holders of GM Class H common stock of one share of Class C common stock of a
Hughes holding company (that will own all of the stock of Hughes at the time of
the split-off) in exchange for each share of GM Class H common stock held
immediately prior to the split-off. Immediately following the split-off, the
businesses of Hughes and EchoStar would be combined in the Hughes/EchoStar
merger to form New EchoStar. Each share of the Hughes holding company Class C
common stock shares would remain outstanding and become a share of Class C
common stock of New EchoStar. Holders of Class A and Class B common stock of
EchoStar would receive 1/0.73, or about 1.3699 shares of stock of the merged
entity in exchange for each share of Class A or Class B common stock of EchoStar
held prior to the Hughes/EchoStar merger.
   The transactions are planned in a manner that will not result in the
recapitalization of GM Class H common stock into GM $1-2/3 par value common
stock at a 120% exchange ratio, as currently provided for under certain
circumstances in the General Motors Restated Certificate of Incorporation, as
amended. The GM $1-2/3 par value common stock would remain outstanding and would
be GM's only class of common stock after the transactions.
   As part of the transactions, GM would receive up to $4.2 billion in cash for
the reduction of its approximately 30% retained economic interest in Hughes. In
addition, GM currently plans to achieve additional liquidity with respect to a
portion of its retained economic interest in Hughes represented by up to 100
million shares of GM Class H common stock (or, after the transactions, New
EchoStar Class C common stock), including by exchanging such shares for GM
outstanding obligations. Following these transactions, subject to IRS approval,
and based on a number of assumptions, GM currently expects to retain an interest
in the merged entity.

                                       11

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

EchoStar Transactions (continued)

   The transactions are subject to a number of conditions, including approval by
a majority of each class of GM stockholders - GM $1-2/3 and GM Class H - each
voting separately as distinct classes and also voting together as a single class
based on their respective per share voting power. The proposed transactions also
are subject to anti-trust clearance and approval by the Federal Communications
Commission. In addition, the transactions are contingent upon the receipt of a
favorable ruling from the IRS that the separation of Hughes from GM will be
tax-free to GM and its stockholders for U.S. federal income tax purposes. The
transactions are currently expected to close in the second half of 2002.
   GM, Hughes, and EchoStar have agreed that, in the event that the transactions
do not occur because certain specified regulatory clearances or approvals have
not been obtained or other conditions have not been satisfied, EchoStar will be
required to purchase Hughes' interest in PanAmSat Corporation for an aggregate
purchase price of approximately $2.7 billion, which is payable, depending on the
circumstances, solely in cash or in a combination of cash and either debt or
equity securities of EchoStar. In addition, in the event that the transactions
do not occur because certain of the specified regulatory clearances or approvals
relating to United States antitrust and or federal communication commission
matters have not been satisfied, EchoStar will be required to pay a $600 million
termination fee to Hughes.
   If the GM stockholders  approve the  transactions, and if GM receives the IRS
ruling and the above-mentioned  regulatory  approvals,  the financial results of
Hughes  will  be  reported  as  discontinued  operations  in  GM's  consolidated
financial  statements.  GM would  record a dividend  of up to $4.2  billion as a
reduction in GM's investment in Hughes.  GM would record the split-off of Hughes
at fair value and would  recognize a gain based on an implied  exchange ratio of
0.73 shares of EchoStar  Class A common  stock in exchange  for each share of GM
Class H  common  stock,  which  is the  inverse  of the  exchange  ratio  in the
Hughes/EchoStar  merger of 1/0.73, or about 1.3699, shares of New EchoStar Class
A or Class B common  stock in  exchange  for each share of  EchoStar  Class A or
Class B common stock.  Based upon the closing  price of EchoStar  Class A common
stock of $27.47 per share on December  31,  2001,  the  transaction  would value
Hughes'   equity  at  $27.6  billion,   with  a  resulting   after-tax  gain  of
approximately  $14.4  billion  based on the net book value of Hughes at December
31,  2001.  In  addition,  GM  currently  anticipates  that as a  result  of the
split-off there would be a reduction of GM stockholders' equity of approximately
$3.2 billion  based on stock  prices at December  31,  2001.  The actual gain or
loss, as well as the actual impact to stockholders'  equity,  would be higher or
lower  depending on the actual  EchoStar  Class A common stock price at the time
the  transactions  close.  Depending  upon  whether  shares of GM Series H 6.25%
Automatically  Convertible  Preference Stock held by America Online,  Inc. (AOL)
have  converted to GM Class H common  stock prior to the closing,  as they would
mandatorily  at June 24, 2002,  the gain,  assuming  the same  December 31, 2001
stock prices, could be increased by approximately 10%.

Other Postretirement Benefits

   For measurement purposes, an approximate 6% annual rate of increase in the
per capita cost of covered health care benefits was assumed for 2002 and 7.3%
was assumed for 2003. The rate was assumed to decrease on a linear basis to 5.0%
through 2008 and remain at that level thereafter. The lower assumed rate for
2002 and 2003 compared to the assumed rate for 2001 of 8.6% reflects the impact
of various initiatives put in place in 2001 to lower 2002 claims experience.

Employment and Payrolls

Worldwide employment at December 31, (in thousands)
                                                 2001        2000       1999
                                                 ----        ----       ----
  GMNA                                            202         212        217
  GME                                              73          89         91
  GMLAAM                                           23          24         23
  GMAP                                             11          11         10
  GMAC                                             29          29         27
  Hughes                                           12          11         18
  Other                                            12          12         12
                                                  ---         ---        ---
      Total employees                             362         388        398
                                                  ===         ===        ===

  Worldwide payrolls - continuing operations
    (in billions)                               $19.8       $20.9(1)   $21.1(1)
  U.S. hourly payrolls (in billions) (2) (4)     $8.5        $9.4      $10.0
  Average labor cost per active hour worked
    U.S. hourly (3) (4)                        $57.76      $52.16     $50.51

(1) Amounts have been adjusted to exclude Hughes' employees transferred to The
    Boeing Company.
(2) Includes employees "at work" (excludes laid-off employees receiving
    benefits).
(3) Includes U.S. hourly wages and benefits divided by the number of hours
    worked.
(4) Amounts have been adjusted to exclude Hughes employees


                                       12

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Significant Accounting Principles

   The consolidated financial statements of GM are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. The significant accounting principles
which management believes are the most important to aid in fully understanding
and evaluating GM's reported financial results are the following:

Sales Allowances

   At the time of sale, GM records as a reduction of revenue the estimated
future impact of offering sales allowances in the form of dealer and customer
incentives. There may be numerous types of incentives offered at any particular
time. This estimate is based upon the assumption that a certain number of
vehicles in dealer stock will have a specific incentive applied against them. If
the actual number of vehicles differs from this estimate, or if a different mix
of incentives occurs, the sales allowances could be affected.

Policy and Warranty

   Provisions for estimated expenses related to product warranty are made at the
time products are sold. These estimates are established using historical
information on the frequency and average cost of warranty claims. Management
actively studies trends of warranty claims to improve vehicle quality and
minimize warranty claims. Management believes that the warranty reserve is
appropriate; however, actual claims incurred could differ from the original
estimates requiring adjustments to the reserve.

Impairment of Long-Lived Assets

   GM periodically reviews the carrying value of its long-lived assets held and
used and assets to be disposed of, including goodwill and other intangible
assets, when events and circumstances warrant such a review. This review is
performed using a projection of future cash flow information. An impairment
charge is recorded when the carrying value of long-lived assets exceeds their
fair market value. Management believes that the estimates of future cash flows
are reasonable, however changes in assumptions regarding such cash flows could
affect the evaluations.

Employee Costs

   Pension and other postretirement benefits costs and obligations are dependent
on the Corporation's selection of assumptions used by actuaries in calculating
such amounts. These assumptions include discount rates, health care cost trend
rates, benefits earned, interest cost, expected return on plan assets, mortality
rates, and other factors. In accordance with accounting principles generally
accepted in the United States , actual results that differ from our assumptions
are accumulated and amortized over future periods and therefore, generally
affect our recognized expense and recorded obligation in such future periods.
While management believes that the assumptions used are appropriate, significant
differences in actual experience or significant changes in assumptions may
affect GM's pension and other postretirement obligations and future expense.

Postemployment Benefits

   GM establishes reserves for termination and other postemployment benefit
liabilities to be paid pursuant to union or other contractual agreements in
connection with closed plants. The reserve is based on a comprehensive study
that considers the impact of the annual production and labor forecast
assumptions as well as redeployment scenarios. Management believes the
assumptions used in the reserve are appropriate, however significant changes in
assumptions may affect the postemployment benefit liability.

Allowance for Credit Losses

   The allowance for credit losses is generally established by GMAC during the
period in which receivables are acquired and is maintained at a level deemed
appropriate by management based on historical and other factors that affect
collectibility. These factors include the historical trends of repossession,
charge-offs, recoveries, and credit losses; the careful monitoring of portfolio
credit quality, including the impact of acquisitions; and current and projected
economic and market conditions. Different assumptions or changes in economic
circumstances could result in changes to the allowance for credit losses.


                                       13

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Significant Accounting Principles (continued)

Investments in Operating Leases

   GMAC's investments in residual values of its leasing portfolio represent an
estimate of the values of the assets at the end of the lease contract and are
initially recorded based on appraisals and estimates. Management reviews
residual values periodically to determine that recorded amounts are appropriate
and the operating lease assets have not been impaired. GMAC actively manages the
remarketing of off-lease vehicles to maximize the realization of the recorded
residuals. Changes in the estimation process used to record the initial value of
the residuals or the existence of other external factors impacting GMAC's future
ability to market the vehicles under prevailing market conditions may
significantly impact the realization of residual values.

New Accounting Standards

   In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations". SFAS No. 141 requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001. This statement
specifies that certain acquired intangible assets in a business combination be
recognized as assets separately from goodwill and existing intangible assets and
goodwill be evaluated for these new separation requirements. Management does not
expect this statement to have a material impact on GM's consolidated financial
position or results of operations.
   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, will cease upon adoption of
this statement. In addition, this statement requires that goodwill be tested for
impairment at least annually at the reporting unit level. The Corporation
implemented SFAS No. 142 on January 1, 2002. In accordance with this statement,
GM is not required to complete the transitional goodwill impairment test until
June 30, 2002. The Corporation is evaluating but has not yet determined whether
adoption of this statement will result in an impairment of goodwill. Management
estimates that goodwill and indefinite lived intangible asset amortization
required under previous accounting standards of $383 million pre-tax ($302
million after-tax) will not be charged to the income statement in 2002.
   In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Corporation is required to implement SFAS
No. 143 on January 1, 2003. Management does not expect this statement to have a
material impact on GM's consolidated financial position or results of
operations.
   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The statement retains the previously existing accounting
requirements related to the recognition and measurement of the impairment of
long-lived assets to be held and used while expanding the measurement
requirements of long-lived assets to be disposed of by sale to include
discontinued operations. It also expands the previously existing reporting
requirements for discontinued operations to include a component of an entity
that either has been disposed of or is classified as held for sale. The
Corporation implemented SFAS No. 144 on January 1, 2002. Management does not
expect this statement to have a material impact on GM's consolidated financial
position or results of operations.

Forward-Looking Statements

   In this report, in reports subsequently filed by GM with the SEC on Forms
10-K, 10-Q, and 8-K, and in related comments by management of GM and Hughes, our
use of the words "expect," "anticipate," "estimate," "forecast," "objective,"
"plan," "goal," and similar expressions is intended to identify forward-looking
statements. While these statements represent our current judgments on what the
future may hold, and we believe these judgments are reasonable, actual results
may differ materially due to numerous important factors that are described below
and other factors that may be described in subsequent reports which GM may file
with the SEC on Forms 10-K, 10-Q, and 8-K:

   . Changes in economic conditions, currency exchange rates, significant
     terrorist acts, or political instability in the major markets where the
     Corporation procures material, components, and supplies for the production
     of its principal products or where its products are produced, distributed,
     or sold (i.e., North America, Europe, Latin America, and Asia Pacific).





                                       14

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Forward-Looking Statements (continued)

   . Shortages of fuel or interruptions in transportation systems, labor
     strikes, work stoppages, or other interruptions to or difficulties in the
     employment of labor in the major markets where the Corporation purchases
     material, components, and supplies for the production of its products or
     where its products are produced, distributed, or sold.
   . Significant changes in the competitive environment in the major markets
     where the Corporation purchases material, components, and supplies for the
     production of its products or where its products are produced, distributed,
     or sold.
   . Changes in the laws, regulations, policies, or other activities of
     governments, agencies, and similar organizations where such actions may
     affect the production, licensing, distribution, or sale of the
     Corporation's products, the cost thereof, or applicable tax rates.
   . The ability of the Corporation to achieve reductions in cost and employment
     levels, to realize production efficiencies, and to implement capital
     expenditures, all at the levels and times planned by management.
   . With respect to Hughes, additional risk factors include: economic
     conditions, product demand and market acceptance, government action, local
     political or economic developments in or affecting countries where Hughes
     has operations, ability to obtain export licenses, competition, ability to
     achieve cost reductions, technological risk, limitations on access to
     distribution channels, the success and timeliness of satellite launches,
     in-orbit performance of satellites, ability of customers to obtain
     financing, and Hughes' ability to access capital to maintain its financial
     flexibility. Additionally, the in-orbit satellites of Hughes and its 81%
     owned subsidiary, PanAmSat Corporation, are subject to the risk of failing
     prematurely due to, among other things, mechanical failure, collision with
     objects in space, or an inability to maintain proper orbit. Satellites are
     subject to the risk of launch delay and failure, destruction and damage
     while on the ground or during launch, and failure to become fully
     operational once launched. Delays in the production or launch of a
     satellite, or the complete or partial loss of a satellite, in-orbit or
     during launch, could have a material adverse impact on the operation of
     Hughes' businesses. Hughes purchases in-orbit and launch insurance for its
     satellite fleet to mitigate the potential financial impact of in-orbit and
     launch failures. The insurance generally does not compensate for business
     interruption or loss of future revenues or customers. Certain of Hughes'
     insurance policies contain exclusions related to known anomalies and Hughes
     is self-insured for certain other satellites. Hughes has, in the past,
     experienced technical anomalies on some of its satellites. Service
     interruptions caused by these anomalies, depending on their severity, could
     result in claims by affected customers for termination of their transponder
     agreements, cancellation of other service contracts, or the loss of other
     customers.

                                   * * * * * *

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk

   GM is exposed to market risk from changes in foreign currency exchange rates,
interest rates, and certain commodity and equity security prices. GM enters into
a variety of foreign exchange, interest rate, and commodity forward contracts
and options, primarily to maintain the desired level of exposure arising from
these risks. A risk management control system is utilized to monitor foreign
exchange, interest rate, commodity and equity price risks, and related hedge
positions.
   A discussion of GM's accounting policies for derivative financial instruments
is included in Note 1 to the GM consolidated financial statements. Further
information on GM's exposure to market risk is included in Notes 19 and 20 to
the GM consolidated financial statements.
   The following analyses provide quantitative information regarding GM's
exposure to foreign currency exchange rate risk, interest rate risk, and
commodity and equity price risk. GM uses a model to evaluate the sensitivity of
the fair value of financial instruments with exposure to market risk that
assumes instantaneous, parallel shifts in exchange rates, interest rate yield
curves, and commodity and equity prices. For options and instruments with
non-linear returns, models appropriate to the instrument are utilized to
determine the impact of market shifts. There are certain shortcomings inherent
in the sensitivity analyses presented, primarily due to the assumption that
exchange rates change in a parallel fashion and that interest rates change
instantaneously. In addition, the analyses are unable to reflect the complex
market reactions that normally would arise from the market shifts modeled.








                                       15

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Foreign Exchange Rate Risk
   GM has foreign currency exposures related to buying, selling, and financing
in currencies other than the local currencies in which it operates. More
specifically, GM is exposed to foreign currency risk related to the uncertainty
to which future earnings or asset and liability values are exposed to as the
result of operating cash flows and various financial instruments that are
denominated in foreign currencies. At December 31, 2001 and 2000, the net fair
value liability of financial instruments with exposure to foreign currency risk
was approximately $15.0 billion and $13.6 billion, respectively. The potential
loss in fair value for such financial instruments from a 10% adverse change in
quoted foreign currency exchange rates would be approximately $1.5 billion and
$1.2 billion for 2001 and 2000, respectively.

Interest Rate Risk
   GM is subject to market risk from exposure to changes in interest rates due
to its financing, investing, and cash management activities. More specifically,
the Corporation is exposed to interest rate risk associated with long term debt
and contracts to provide commercial and retail financing, retained mortgage
servicing rights, and retained assets related to mortgage securitization. In
addition, GM is exposed to prepayment risk associated with its capitalized
mortgage servicing rights and its retained assets. This risk is managed with
U.S. Treasury options and futures, which exposes GM to basis risk since the
derivative instruments do not have identical characteristics to the underlying
mortgage servicing rights. At December 31, 2001 and 2000, the net fair value
liability of financial instruments held for purposes other than trading with
exposure to interest rate risk was approximately $5.3 billion and $18.1 billion,
respectively. The potential loss in fair value resulting from a 10% adverse
shift in quoted interest rates would be approximately $1.6 billion and $385
million for 2001 and 2000, respectively. At December 31, 2001, the net fair
value liability of financial instruments held for trading purposes with exposure
to interest rate risk was approximately $3.6 billion compared to a net fair
value asset of approximately $3.2 billion at December 31, 2000. The potential
loss in fair value resulting from a 10% adverse shift in quoted interest rates
would be approximately $182 million and $217 million for 2001 and 2000,
respectively. This analysis excludes GM's operating lease portfolio. A fair
value change in the debt that funds this portfolio would potentially have a
different impact on the fair value of the portfolio itself. As such, the overall
impact to the fair value of financial instruments from a hypothetical change in
interest rates may be overstated.

Commodity Price Risk
   GM is exposed to changes in prices of commodities used in its Automotive
business, primarily associated with various non-ferrous metals used in the
manufacturing of automotive components. GM enters into commodity forward and
option contracts to offset such exposure. At December 31, 2001, the net fair
value liability of such contracts was approximately $78 million, compared to a
net fair value asset of approximately $51 million at December 31, 2000. The
potential loss in fair value resulting from a 10% adverse change in the
underlying commodity prices would be approximately $150 million and $152 million
for 2001 and 2000, respectively. This amount excludes the offsetting impact of
the price risk inherent in the physical purchase of the underlying commodities.

Equity Price Risk
   GM is exposed to changes in prices of various available-for-sale equity
securities in which it invests. At December 31, 2001 and 2000, the fair value of
such investments was approximately $2.3 billion and $3.3 billion, respectively.
The potential loss in fair value resulting from a 10% adverse change in equity
prices would be approximately $231 million and $330 million for 2001 and 2000,
respectively.


                                   * * * * * *

Additional Matters

   Like most domestic and foreign automobile manufacturers, over the years GM
has used some brake products incorporating small amounts of encapsulated
asbestos. These products, generally brake linings, are known as asbestos
containing friction products. There is a significant body of scientific data
demonstrating that these asbestos containing friction products are safe and do
not create an increased risk of asbestos related disease. GM believes that the
use of asbestos in these products was appropriate.
   As with other companies that have used asbestos, there has been an increase
in the number of claims against GM related to allegations concerning the use of
asbestos containing friction products in recent years. A growing number of auto
mechanics are filing suit seeking recovery as a result of exposure to the small
amount of asbestos used in brake components. These claims almost always identify
numerous other potential sources for the claimant's exposure to asbestos which
do not involve GM or even asbestos containing friction products and many of
which place users at much greater risk. Many of these claimants do not have an
asbestos related illness and may never develop one. This is consistent with the
experience reported by other automotive manufacturers and other end users of
asbestos.

                                       16

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Additional Matters (continued)

   With consolidation of the asbestos brake litigation against Federal Mogul in
the Delaware bankruptcy court, GM and the other domestic automotive
manufacturers have sought to have the asbestos brake claims against them
transferred and consolidated in that court as well. Such consolidation makes
sense for the effective and efficient resolution of the similar and related
claims against GM, which we believe are without merit. Although the bankruptcy
court in Delaware declined to agree with the motion supported by GM, GM is
joining with the other domestic automobile manufacturers in appealing that
decision.
   Two other types of claims related to alleged asbestos exposure are being
asserted against GM, representing a significantly lower exposure than the
automotive friction claims. Like other locomotive manufacturers, GM used a
limited amount of asbestos in locomotive brakes and in the insulation used in
some locomotives resulting in lawsuits being filed against it by railroad
workers seeking relief based on their exposure to asbestos. These claims almost
always identify numerous other potential sources for the claimant's exposure to
asbestos which do not involve GM or even locomotives. Many of these claimants do
not have an asbestos related illness and may never develop one. In addition,
like many other manufacturers, a relatively small number of claims are brought
by contractors who are seeking recovery based on exposure to asbestos containing
products while working on premises owned by GM. These claims almost always
identify numerous other potential sources for the claimant's exposure to
asbestos which do not involve GM. Many of these claimants do not have an
asbestos related illness and may never develop one.
   While General Motors has resolved many of these cases over the years and
continues to do so for conventional strategic litigation reasons (avoiding
defense costs and possible exposure to runaway verdicts), GM, as stated above,
believes that the vast majority of such claims against GM are without merit. In
this regard GM believes that it has very strong defenses based upon a number of
published epidemicological studies prepared by highly respected scientists.
Indeed, GM believes there is compelling evidence warranting the dismissal of
virtually all of these claims against GM. GM will vigorously press this evidence
before judges and juries whenever possible. Additionally, GM believes there is
strong statutory and judicial precedent supporting Federal preemption of the
asbestos tort claims asserted on behalf of railroad workers. Such preemption
would mean that Federal Law entirely eliminates the possibility that such
individuals could bring a claim against GM.
   GM's annual expense associated with resolution of these claims has recently
reached about $10 million, and while this figure may grow in future years due to
the fact that this type of litigation typically takes many years to resolve and
the increases in the number of filed claims, it is management's belief, based
upon consultation with legal counsel, that the claims will not result in a
material adverse effect upon the financial condition of GM.


                                    # # # # #


                                    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 25, 2002
        -----------------
                                       By
                                            s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)










                                     - 17 -
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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 25, 2002
                                  -----------------

                           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 ITEMS

   The following Management's Discussion and Analysis of the financial condition
and results of operations (MD&A) of General Motors Corporation (GM) should be
read in conjunction with (A) the Form 8-K filed by GM on January 16, 2002, on
the subject of 2001 consolidated earnings for GM, and (B) GM's Annual Report on
Form 10-K for the period ended December 31, 2000, and (C) the Form 10-Q's and
Form 8-K's filed by GM since the filing of that Annual Report. All earnings per
share amounts included in this MD&A are reported as diluted.
   GM expects to file its Annual Report on Form 10-K in mid-March 2002.
   GM presents separate  financial  information for the following  businesses:
Automotive,  Communications  Services,  and Other  Operations  and Financing and
Insurance Operations.
   GM's reportable  operating  segments within its Automotive,  Communications
Services, and Other Operations business consist of:

   -  GM Automotive (GMA), which is comprised of four regions: GM North America
      (GMNA), GM Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM), and GM
      Asia Pacific (GMAP);
   -  Hughes, which includes activities relating to digital entertainment,
      information and communications services, and satellite-based private
      business networks; and
   -  Other, which includes the design, manufacturing and marketing of
      locomotives and heavy-duty transmissions, the elimination of intersegment
      transactions, certain non-segment specific revenues and expenditures, and
      certain corporate activities.

   GM's reportable operating segments within its Financing and Insurance
Operations business consist of GMAC and Other Financing, which includes
financing entities operating in the U.S., Canada, Brazil, and Mexico that are
not associated with GMAC.
   The disaggregated financial results for GMA have been prepared using a
management approach, which is consistent with the basis and manner in which GM
management internally disaggregates financial information for the purpose of
assisting in making internal operating decisions. In this regard, certain common
expenses were allocated among regions less precisely than would be required for
stand-alone financial information prepared in accordance with accounting
principles generally accepted in the U.S. (GAAP) and certain expenses (primarily
certain U.S. taxes related to non-U.S. operations) were included in the
Automotive, Communications Services, and Other Operations' Other segment. The
financial results represent the historical information used by management for
internal decision making purposes; therefore, other data prepared to represent
the way in which the business will operate in the future, or data prepared on a
GAAP basis, may be materially different.

                                        2

                        GENERAL MOTORS CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS

   For the year ended December 31, 2001, income from continuing operations for
the Corporation was $601 million, or $1.77 per share of GM $1-2/3 par value
common stock, compared with $4.5 billion and $5.6 billion, or $6.68 and $8.53
per share of GM $1-2/3 par value common stock, for 2000 and 1999, respectively.
Income from continuing operations includes the special items on an after-tax
basis outlined below:

List of Special Items - After Tax
(dollars in millions)
Total                        Total             Other     Total
                                 GMNA     GME    GMLAAM    GMAP    GMA     Hughes    Other      ACO      GMAC  Financing    GM
                                 ----     ---    ------    ----    ---     ------    -----      ---      ----  ---------   -----

For Year Ended December 31, 2001
Reported Net Income (Loss)     $1,270   $(765)    $(81)    $(57)   $367    $(618)   $(916)   $(1,167)  $1,786     $(18)    $601
  Ste. Therese Charge (A)         194       -        -        -     194        -        -        194        -        -      194
  Raytheon Settlement (B)           -       -        -        -       -        -      474        474        -        -      474
  Gain on Sale of Thomson (C)       -       -        -        -       -      (67)       -        (67)       -        -      (67)
  SkyPerfecTV! Writedown (D)        -       -        -        -       -      133        -        133        -        -      133
  Severance Charge (E)              -       -        -        -       -       40        -         40        -        -       40
  DIRECTV Japan Adjustment (F)      -       -        -        -       -      (21)       -        (21)       -        -      (21)
  Isuzu Restructuring (G)           -       -        -      133     133        -        -        133        -        -      133
  SFAS 133 Adjustment (H)          14      (2)       1        1      14        8        -         22      (34)       -      (12)
                                -----     ---       --      ---     ---      ---      ---        ---    -----       --    -----
Adjusted Income (Loss)         $1,478   $(767)    $(80)     $77    $708    $(525)   $(442)     $(259)  $1,752     $(18)  $1,475
                                =====     ===       ==       ==     ===      ===      ===        ===    =====       ==    =====

For Year Ended December 31, 2000

Reported Net Income (Loss)     $3,174   $(676)     $26    $(233) $2,291     $829    $(281)    $2,839   $1,602      $11   $4,452
  Phase-out of Oldsmobile
    Charge (I)                    939       -        -        -     939        -        -        939        -        -      939
  Postemployment Benefits
    Charge (J)                    294       -        -        -     294        -        -        294        -        -      294
  Capacity Reduction
    Adjustment (K)                  -     419        -        -     419        -        -        419        -        -      419
  Satellite Businesses Gain (L)     -       -        -        -       -   (1,132)       -     (1,132)       -        -   (1,132)
                                -----     ---       --      ---   -----    -----      ---      -----    -----       --    -----
Adjusted Income (Loss)         $4,407   $(257)     $26    $(233) $3,943    $(303)   $(281)    $3,359   $1,602      $11   $4,972
                                =====     ===       ==      ===   =====      ===      ===      =====    =====       ==    =====

For Year Ended December 31, 1999

Reported Net Income (Loss)     $4,857    $423     $(81)   $(218) $4,981    $(270)   $(669)    $4,042   $1,527       $7   $5,576
  Postemployment Benefits
    Adjustment (M)               (553)      -        -        -    (553)       -        -       (553)       -        -     (553)
  Hourly Retiree Benefits
    Charge (N)                    257       -        -        -     257        -      151        408        -        -      408
  Termination Benefits
    Charge (O)                     39       -        -        -      39        -       35         74       16        -       90
  Wireless Business Charge (P)      -       -        -        -       -      165        -        165        -        -      165
                                -----     ---       --      ---   -----      ---      ---      -----    -----       --    -----
Adjusted Income (Loss)         $4,600    $423     $(81)   $(218) $4,724    $(105)   $(483)    $4,136   $1,543       $7   $5,686
                                =====     ===       ==      ===   =====      ===      ===      =====    =====        =    =====
See footnotes on next page for further discussion of these items.

                                        3

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Footnotes:
---------

   A) The Ste. Therese Charge relates to asset impairments and postemployment
      costs for termination and other postemployment benefits associated with
      the announcement of the closing of the Ste. Therese, Quebec assembly
      plant.
   B) The Raytheon Settlement relates to Hughes' settlement with the Raytheon
      Company on a purchase price adjustment related to Raytheon's 1997 merger
      with Hughes Defense.
   C) The Gain on Sale of Thomson relates to Hughes' sale of 4.1 million shares
      of Thomson Multimedia common stock.
   D) The SkyPerfecTV! Writedown relates to Hughes' non-cash charge from the
      revaluation of its investment.
   E) The Severance Charge relates to Hughes' 10% company-wide workforce
      reduction in the U.S.
   F) The DIRECTV Japan Adjustment relates to a favorable adjustment to the
      expected costs associated with the shutdown of Hughes' DIRECTV Japan
      business.
   G) The Isuzu Restructuring charges include GM's portion of severance payments
      and asset impairments that were part of the restructuring of its affiliate
      Isuzu Motors Ltd.
   H) The SFAS 133 Adjustment represents the net impact during the first quarter
      of 2001 from the initial adoption of SFAS No. 133, Accounting for
      Derivatives and Hedging Activities.
   I) The Phase-out of Oldsmobile Charge relates to the costs associated with
      GM's decision to phase-out the Oldsmobile division as the current model
      lineup product lifecycles come to an end, or when the models are no longer
      economically viable.
   J) The Postemployment Benefits Charge relates to postemployment costs for
      termination and other postemployment benefits associated with four North
      American manufacturing facilities slated for conversion and capacity
      reduction (Oklahoma City, Oklahoma; Delta Engine, Lansing, Michigan;
      Spring Hill, Tennessee; and Wilmington, Delaware).
   K) The Capacity Reduction Adjustment relates to costs associated with the
      reduction in production capacity, including the restructuring of Vauxhall
      Motors Limited's manufacturing operations in the U.K.
   L) The Satellite Businesses Gain relates to the sale of Hughes' satellite
      systems manufacturing businesses to The Boeing Company.
   M) The Postemployment Benefits Adjustment relates to the reversal of a
      liability for benefits payable to excess U.S. hourly employees.
   N) The Hourly Retiree Benefits Charge relates to the benefit increase granted
      to hourly retirees in connection with the 1999 UAW agreement.
   O) The Termination Benefits Charge relates to a U.S. salaried early
      retirement program. Approximately 1,700 people (100 executives) elected
      participation in this program.
   P) The Wireless Business Charge relates to Hughes' decision to discontinue
      certain of its wireless manufacturing operations at Hughes Network
      Systems.

                                        4

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Vehicle Unit Deliveries of Cars and Trucks - GMA
Years Ended December 31,
                                   2001                           2000                           1999
                        ---------------------------    ---------------------------    ---------------------------
                                            GM as                          GM as                          GM as
                                            a % of                         a % of                         a % of
                        Industry    GM     Industry     Industry    GM    Industry     Industry    GM    Industry
                        --------    --     --------     --------    --    --------     --------    --    --------
                                                         (units in thousands)
United States
Cars                   8,455    2,272      26.9%       8,857     2,532    28.6%        8,700     2,591    29.8%
  Trucks                 9,020    2,632      29.2%       8,957     2,421    27.0%        8,718     2,426    27.8%
                        ------    -----                 ------     -----                ------     -----
  Total United States   17,475    4,904      28.1%      17,814     4,953    27.8%       17,418     5,017    28.8%
Canada, Mexico,
  and Other              2,775      686      24.7%       2,781       707    25.4%        2,525       666    26.4%
                        ------    -----                 ------     -----                ------     -----
  Total GMNA            20,250    5,590      27.6%      20,595     5,660    27.5%       19,943     5,683    28.5%
  GME                   19,632    1,801       9.2%      20,158     1,856     9.2%       20,252     1,974     9.7%
  GMLAAM                 3,861      663      17.2%       3,664       605    16.5%        3,342       539    16.1%
  GMAP                  12,884      506       3.9%      12,880       476     3.7%       11,975       455     3.8%
                        ------   ------                 ------     -----                ------     -----
Total Worldwide         56,627    8,560     15.1%       57,297     8,597    15.0%       55,512     8,651    15.6%
Wholesale Sales
                                    Years Ended December 31,
                                2001           2000         1999
                              --------       -------      -------
                                        (units in thousands)

GMNA
  Cars                         2,441          2,933        2,992
  Trucks                       2,746          2,842        2,882
                               -----          -----        -----
    Total GMNA                 5,187          5,775        5,874
                               -----          -----        -----
GME
  Cars                         1,666          1,744        1,824
  Trucks                          94            135          144
                               -----          -----        -----
    Total GME                  1,760          1,879        1,968
                               -----          -----        -----
GMLAAM
  Cars                           463            438          350
  Trucks                         203            196          173
                                 ---            ---          ---
    Total GMLAAM                 666            634          523
                                 ---            ---          ---
GMAP
  Cars                           202            175          162
  Trucks                         258            283          259
                                 ---            ---          ---
    Total GMAP                   460            458          421
                                 ---            ---          ---

Total Worldwide                8,073          8,746        8,786
                               =====          =====        =====

GMA Financial Review

   GMA's income and margin adjusted to exclude special items (adjusted income
and margin) was $708 million and 0.5% for 2001, $3.9 billion and 2.7% for 2000,
and $4.7 billion and 3.2% for 1999. The decrease in 2001 adjusted income and
margin, compared with 2000, was primarily due to a decrease in wholesale sales
volume and pricing pressures in North America and Europe. These unfavorable
conditions were partially offset by cost structure improvements, also primarily
in North America and Europe. The decrease in 2000 adjusted income and margin,
compared with 1999, was primarily due to an increase in spending for product
development activities, pricing pressures in North America and Europe, a
decrease in wholesale sales volume, and unfavorable product mix, primarily in
Europe. These unfavorable conditions were partially offset by cost structure
improvements, primarily in North America.
   GMA's total net sales and revenues adjusted to exclude special items
(adjusted total net sales and revenues) were $140.7 billion, $148.1 billion, and
$146.1 billion for 2001, 2000, and 1999, respectively. The decrease in 2001
adjusted total net sales and revenues, compared with 2000, was largely due to
lower wholesale volumes and unfavorable net price in North America and Europe.
Net price comprehends the percent increase/(decrease) a customer pays in the
current period for the same comparably equipped vehicle over the price paid in
the previous year's period. The increase in 2000 adjusted total net sales and
revenues, compared with 1999, was largely due to growth initiatives, including
OnStar and Service Parts Operations, which were partially offset by lower
wholesale volumes and unfavorable net price in North America and Europe.

                                        5

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

GMA Financial Review (continued)

   GMNA's adjusted income was $1.5 billion, $4.4 billion, and $4.6 billion for
2001, 2000, and 1999, respectively. The decrease in 2001 adjusted income from
2000 was primarily due to unfavorable net price of (1.3)% year-over-year and
lower wholesale sales volumes. The decrease was partially offset by favorable
product mix and improvements in manufacturing costs due to performance
efficiencies, material cost savings, and engineering productivity. The decrease
in 2000 adjusted income from 1999 was primarily due to unfavorable net price of
(0.7)% year-over-year and lower wholesale sales volumes. The decrease was
partially offset by improvements in manufacturing costs due to performance
efficiencies and material cost savings.
    GME's adjusted loss was $767 million for 2001, compared with an adjusted
loss of $257 million and adjusted income of $423 million for 2000 and 1999,
respectively. The increase in GME's 2001 adjusted loss from 2000 was due to a
continued shift in sales mix from larger, more profitable vehicles to smaller,
less profitable entries, as well as a decrease in wholesale sales volume and
continued competitive pricing pressures. These decreases were partially offset
by improved material and structural cost performance. The decrease in GME's 2000
adjusted income from 1999 was due to the weakening of the European industry,
unfavorable sales mix, an increase in competitive pricing pressure, and a
decrease in wholesale sales volume which was further impacted by the reduced
availability of the new Corsa during the launch period.
   GMLAAM's adjusted loss was $80 million for 2001, compared with adjusted
income of $26 million and an adjusted loss of $81 million for 2000 and 1999,
respectively. The decrease in 2001 adjusted earnings, compared with 2000, was
primarily due to material cost increases reflecting supplier cost pressures,
manufacturing cost increases, and the devaluation of the currency in Argentina.
These decreases were partially offset by nominal price increases and an increase
in wholesale sales volumes. The increase in 2000 adjusted income, compared with
1999, was primarily due to nominal price increases and an increase in wholesale
sales volumes. This was partially offset by an increase in manufacturing costs
and material costs.
   GMAP's adjusted income was $77 million for 2001 compared with adjusted losses
of $233 million and $218 million for 2000 and 1999, respectively. The increase
in 2001 adjusted earnings, compared with 2000, was primarily due to GMAP's
suspension of recording its share of Isuzu's losses. GM reduced its investment
balance in Isuzu to zero in the second quarter of 2001 and GM does not intend to
invest any additional capital in Isuzu or guarantee any obligation of Isuzu. In
addition, there were equity income improvements from several joint ventures in
the region, as well as slightly favorable price increases and increased
wholesale sales volume. Increased adjusted losses for 2000 compared with 1999
were primarily due to increased equity losses at Isuzu which were partially
offset by increased wholesale sales volumes.
   GMA's effective income tax rate on an adjusted basis was 28.7%, 30.9%, and
31.7% for 2001, 2000, and 1999, respectively. GMA's effective income tax rate on
a reported basis was 25.1%, 26.6%, and 32.0% for 2001, 2000, and 1999,
respectively.

Hughes Financial Review

   Total adjusted net sales and revenues were $8.3 billion, $8.7 billion, and
$7.6 billion for 2001, 2000, and 1999, respectively. The decrease in adjusted
net sales and revenues in 2001, compared with 2000, was due to decreased
revenues at PanAmSat Corporation (PanAmSat) and Hughes Network Systems (HNS),
and as a result of the sale of the satellite systems manufacturing businesses to
The Boeing Company on October 6, 2000. The decrease in adjusted net sales and
revenues at PanAmSat was primarily due to a decline of new outright sales and
sales-type lease transactions executed during 2001 compared to 2000. The
decrease in adjusted net sales and revenues at HNS was primarily due to
decreased shipments of DIRECTV receiving equipment due primarily to DIRECTV
completing the conversion of PRIMESTAR By DIRECTV customers to the high-power
DIRECTV service in 2000. These decreases were partially offset by an increase in
adjusted net sales and revenues at the Direct-To-Home businesses that resulted
from the addition of approximately 1.6 million net new subscribers in the United
States and Latin America since December 31, 2000. The increase in adjusted net
sales and revenues in 2000 compared with 1999 resulted from growth in the
DIRECTV businesses from the addition of more than 2.3 million net new
subscribers in the United States and Latin America from December 31, 1999 to
December 31, 2000. PanAmSat also contributed to the increase in adjusted net
sales and revenues primarily due to increased revenues from outright sales and
sales-type lease transactions executed during 2000.

                                        6

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Hughes Financial Review (continued)

   Hughes' adjusted losses were $525 million, $303 million, and $105 million for
2001, 2000, and 1999, respectively. The increase in 2001 adjusted loss, compared
with 2000, was primarily due to lower profits in 2001 from sales and sales-type
lease transactions and higher operating costs at PanAmSat, increased costs
associated with the rollout of new DIRECWAY services, lower profits resulting
from decreased shipments of DIRECTV receiving equipment at HNS, the added cost
of DIRECTV Broadband, and increased depreciation and amortization expense due to
various acquisitions in 2001 and capital expenditures for satellites and
property. . The increase in 2000 adjusted loss, compared with 1999, was
primarily due to higher marketing costs at the Direct-To-Home businesses,
increased depreciation and amortization expense due to 1999 acquisitions and
additions to satellites and property, as well as increased interest expense as a
result of increased average outstanding borrowings throughout the year.

GMAC Financial Review

   GMAC's adjusted income was $1.8 billion, $1.6 billion, and $1.5 billion for
2001, 2000, and 1999, respectively. Income from automotive and other financing
operations totaled $1.3 billion, $1.1 billion, and $1.1 billion in 2001, 2000,
and 1999, respectively. The increase in adjusted income in 2001, compared with
2000, was primarily due to lower market interest rates and increased asset
levels. These increases were partially offset by weakness in off-lease residual
values, higher credit losses, and wider borrowing spreads that occurred in the
wake of negative rating agency actions. In 2000, compared to 1999, increased
financing volumes and asset levels were offset by the negative impact from the
higher level of market interest rates. Income from insurance operations totaled
$200 million, $220 million, and $210 million in 2001, 2000, and 1999,
respectively. The decrease in income in 2001, compared with 2000, was primarily
due to a reduction in capital gains reflecting the general weakness in the
equity markets. This decrease was partially offset by improved underwriting
results. The increase in income in 2000, compared with 1999, was primarily due
to improved operating results, higher investment income, and capital gains.
Income from mortgage operations totaled $331 million, $327 million, and $260
million in 2001, 2000, and 1999, respectively. The increase in income in 2001,
compared with 2000, was primarily due to strong origination volumes which kept
pace with the large run-off of home mortgages that occurred during periods of
high refinancing activity. The strong year-over-year performance in 2000,
compared with 1999, reflects the benefit of strong international growth, lower
cost of servicing, and increased mortgage originations during the second half of
2000.
   Automotive and other financing revenue totaled $15.1 billion in 2001,
compared with $15.5 billion and $13.8 billion for 2000 and 1999, respectively.
The decrease in revenue in 2001 was primarily due to a decline in asset earning
rates during 2001, operating lease assets, and wholesale receivables, which were
partially offset by an increase in retail receivables. The increase in 2000,
compared with 1999, was mainly due to higher average retail, wholesale, and
commercial and other loan receivable balances. Net premiums earned from
insurance operations totaled $2.0 billion, $1.9 billion, and $1.8 billion in
2001, 2000, and 1999, respectively. The increase in 2001, compared with 2000,
was primarily due to expanding customer relationships in assumed reinsurance
business and strong volume in dealer vehicle inventory insurance. The increase
in 2000, compared with 1999, was due to premium growth across all business
lines. Mortgage revenue totaled $5.3 billion, $3.9 billion, and $3.0 billion in
2001, 2000, and 1999, respectively. The increase in revenue in 2001, compared
with 2000 and 1999, was primarily attributed to stronger lending volumes, loan
originations, and an increase in the servicing portfolio reflecting significant
refinancing activity prompted by the decline in interest rates observed
throughout most of 2001. Other income, including gains and fees related to sold
finance receivables, totaled $3.0 billion, $2.4 billion, and $1.7 billion in
2001, 2000, and 1999, respectively. The increase in 2001, compared with 2000,
was primarily the result of increased income from increased securitization
levels of retail and wholesale receivables. Additionally, interest income
increased due to the increase in cash and cash equivalents in 2001. The increase
in 2000, compared to 1999, was primarily attributable to increases in interest
and servicing fees, factoring commissions, and other servicing fees.

                         LIQUIDITY AND CAPITAL RESOURCES

Financing Structure

   In 2001, GM and GMAC experienced excellent access to the capital markets as
GM and GMAC were able to issue various securities to raise capital and extend
borrowing terms consistent with GM's need for financial flexibility. Although
downgrades to GM's and GMAC's credit ratings have reduced GM's and GMAC's access
to the commercial paper market, the amount of commercial paper available to GM
and GMAC remains sufficient to meet the Corporation's capital needs. Moreover,
the downgrades have not had a significant adverse effect on GM's and GMAC's
ability to issue long-term public debt, to obtain bank debt, or to sell
asset-backed securities. Accordingly, GM and GMAC expect that they will continue
to have excellent access to the capital markets sufficient to meet the
Corporation's needs for financial flexibility.

                                        7

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Financing Structure (continued)

   As an additional source of funds, GM currently has unrestricted access to a
$5.6 billion line of credit with a syndicate of banks which is committed through
June 2006. Similarly, GMAC has a $7.4 billion line of credit, committed through
June 2002, and an additional $7.4 billion committed through June 2006. GMAC
currently plans to seek renewal of the line of credit committed through June
2002.

Automotive, Communications Services, and Other Operations

   At December 31, 2001, cash, marketable securities, and $3.0 billion of assets
of the Voluntary Employees' Beneficiary Association (VEBA) trust invested in
fixed-income securities totaled $12.2 billion, compared with $13.3 billion at
December 31, 2000. The decrease from December 31, 2000 was primarily due to
capital expenditures, GM's purchase of an additional 10% equity stake in Suzuki
for $493 million, an equity injection into GMAC of $500 million, and an overall
decrease in earnings. These items were partially offset by improvements in
managed working capital. Total assets in the VEBA trust used to pre-fund part of
GM's other postretirement benefits liability approximated $4.9 billion and $6.7
billion at December 31, 2001 and 2000, respectively. GM previously indicated
that it had a goal of maintaining $13.0 billion of cash and marketable
securities in order to continue funding product development programs throughout
the next downturn in the business cycle. This $13.0 billion target includes cash
to pay certain costs that were pre-funded in part by VEBA contributions.
   Net liquidity excluding Hughes was $1.0 billion as cash and $3.0 billion of
assets of the VEBA trust invested in fixed-income securities exceeded loans
payable and long-term debt at December 31, 2001, a decrease of $2.5 billion
from the prior year.
   In order to provide financial flexibility to GM and its suppliers, GM
maintains a two-part financing program through General Electric Capital
Corporation (GECC) pursuant to a Trade Payables Agreement with GM wherein GECC
(1) purchases GM receivables at a discount from GM suppliers prior to the due
date of those receivables, and pays on behalf of GM the amount due on other
receivables which have reached their due date (the first part) and (2) from time
to time allows GM to defer payment to GECC with respect to all or a portion of
receivables which it has purchased or paid on behalf of GM, which deferral lasts
generally up to 40 days.
   To the extent GECC can realize favorable economics from transactions arising
in the first part of the program, they are shared with GM. Whenever GECC and GM
agree that GM will defer payment beyond the normal due date for receivables
under the second part of the program, GM becomes obligated to pay interest for
the period of such deferral. Outstanding balances of GM receivables held by GECC
are classified as accounts payable in GM's financial statements. If any of GM's
long term unsecured debt obligations become subject to a rating by S&P of BBB-
with a negative outlook or below BBB-, or a rating by Moody's of Baa3 with a
negative outlook or below Baa3, the first part of the program would be
unavailable to GM and its suppliers. If any of GM's long term unsecured debt
obligations become subject to a rating by S&P of BBB or lower, or a rating by
Moody's of Baa2 or lower, the second part of the program would be unavailable to
GM. The maximum amount permitted under the program is $2 billion. At December
31, 2001, the outstanding balance under the first part of the program amounted
to approximately $480 million, and the outstanding balance under the second part
of the program was $1.2 billion.
   Long-term debt was $10.7 billion and $7.4 billion at December 31, 2001 and
2000, respectively. The ratio of long-term debt to long-term debt and GM's net
assets of Automotive, Communications Services, and Other Operations was 72.6%
and 30.8% at December 31, 2001 and 2000, respectively. The ratio of long-term
debt and short-term loans payable to the total of this debt and GM's net assets
of Automotive, Communications Services, and Other Operations was 76.5% and 36.6%
at December 31, 2001 and 2000, respectively.
   Beginning January 2004, Fiat S.p.A. (Fiat) has the right to exercise a put
option to require GM to purchase 80% of Fiat Auto B.V. (Fiat Auto) at fair
market value. The put expires on July 24, 2009. The process for establishing the
value that would be paid by GM to Fiat involves the determination of "Fair
Market Value" by investment banks that would be retained by the parties pursuant
to provisions set out in the Master Agreement between GM and Fiat, which has
been made public in filings with the SEC. Although GM's purchase of the initial
20% investment for $2.4 billion in the July, 2000 transaction might imply a
valuation of $9.6 billion for the other 80% of Fiat Auto, Exhibit 8.03(a)(iii)
to the Master Agreement states that "in determining the Fair Market Value of the
Put Shares, the price [$2.4 billion] paid by General Motors for its initial 20%
interest in Fiat Auto shall not be considered."

                                        8

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Automotive, Communications Services, and Other Operations (continued)

   Until a valuation is actually performed in accordance with provisions of the
Master Agreement, the amount that GM may pay for 80% of Fiat Auto is not
quantifiable. This is due in large part to the fact that there are many
variables that could cause such a determination to rise or fall, including, but
not limited to, the operating results and prospects of Fiat Auto, such factors
as the timing of any possible exercise of the put, regional and global economic
developments and those in the automotive industry, developments specific to the
business of Fiat Auto, the resolution of any anti-trust issues arising in the
context of such a transaction and other legislative developments in the
countries in which Fiat Auto and GM conduct their business operations. Fiat Auto
has recently announced a major restructuring, including a significant write-off,
all of which may be relevant to any prospective valuation of Fiat Auto.
Recently, Fiat stated that it expects Fiat Auto to return to profitability by
the end of 2002.
   If the put were exercised, GM would have the option to pay for the 80%
interest in Fiat Auto entirely in shares of GM $1-2/3 common stock, entirely in
cash, or in whatever combination thereof GM may choose. To the extent GM chooses
to pay in cash, that portion of the purchase price may be paid to Fiat in four
installments over a three-year period. GM would expect to fund any such payments
from normal operating cash flows or financing activities. At this time it cannot
be determined what the effects of the exercise of the put would be, if it ever
occurs during the next eight years; however, if it is exercised, it could have a
material effect on GM at or after the time of exercise.

Financing and Insurance Operations

   At December 31, 2001, GMAC owned assets and serviced automotive receivables
totaling $220.1 billion, compared with $185.7 billion at December 31, 2000.
Total consolidated assets of GMAC at December 31, 2001 were $192.7 billion,
compared with $168.5 billion at December 31, 2000. The increases were primarily
due to increases in serviced retail receivables, cash and cash equivalents,
mortgages held for sale, other assets, mortgage lending receivables, mortgage
loans held for investment, due and deferred from receivable sales, and mortgage
servicing rights. These increases were partially offset by decreases in serviced
wholesale receivables, operating lease assets, receivables due from ACO, and
factored receivables.
   Total automotive and commercial finance receivables serviced by the Company,
including sold receivables, amounted to $130.6 billion and $112.5 billion at
December 31, 2001 and 2000, respectively. The year-to-year increase was
primarily due to a $24.3 billion increase in serviced retail receivables, which
was partially offset by a $5.3 billion decrease in serviced wholesale
receivables. Continued increased GM-sponsored retail financing incentives
contributed to the rise in serviced retail receivables. The decrease in serviced
wholesale receivables was due to lower dealer inventory levels. Principal
balances of active trusts of sold wholesale receivables (including retained
subordinated interests) increased $6.2 billion, due to the completion of three
sales in 2001. Additionally, outstanding principal balances of sold retail
automotive receivables (including retained subordinated interests) increased by
$3.5 billion due to the completion of five sales during 2001.
   GMAC's liquidity, as well as its ability to profit from ongoing acquisition
activity, is in large part dependent on its timely access to capital and the
costs associated with raising funds in different segments of the capital
markets. In this regard, GMAC regularly accesses the short-term, medium-term,
long-term debt, and asset backed securitization markets principally through
commercial paper, notes, and underwritten transactions.
   As of December 31, 2001, GMAC's total borrowings were $152.0 billion compared
with $133.4 billion at December 31, 2000. The higher year-to-year debt balances
were principally used to fund increased asset levels. Approximately 84% of this
debt represented funding for operations in the United States, and the remaining
16% represented borrowings for operations in Canada (7%), the United Kingdom
(3%), Germany (2%), and other countries (4%). GMAC's 2001 year-end ratio of
total debt to total stockholder's equity was 9.4:1 compared to 9.5:1 at December
31, 2000. Total short-term debt outstanding at December 31, 2001 amounted to
$36.2 billion compared with $56.9 billion at year-end 2000.

Off-Balance Sheet Arrangements

   GM and GMAC use off-balance sheet special purpose entities ("SPEs") where the
economics and sound business principles warrant their use. GM's principal use of
SPEs occurs in connection with the securitization and sale of financial assets
generated or acquired in the ordinary course of business by GM's wholly-owned
subsidiary GMAC and its subsidiaries and, to a lesser extent, by GM. The assets
securitized and sold by GMAC and its subsidiaries consist principally of
mortgages, and wholesale and retail loans secured by vehicles sold through GM's
dealer network. The assets sold by GM consist of trade receivables. GM and GMAC
use SPEs in a manner consistent with conventional practices in the
securitization industry, the purpose of which is to isolate the receivables for
the benefit of securitization investors. The use of SPEs enables GM and GMAC to
access the highly liquid and efficient markets for the sale of these types of
financial assets when they are packaged in securitized forms.

                                        9

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Off-Balance Sheet Arrangements (continued)

   GM leases real estate and equipment from various SPEs which have been
established to facilitate the financing of those assets for GM by nationally
prominent, creditworthy lessors. These assets consist principally of office
buildings, warehouses, and machinery and equipment. The use of SPEs allows the
parties providing the financing to isolate particular assets in a single entity
and thereby syndicate the financing to multiple third parties. This is a
conventional financing technique used to lower the cost of borrowing and, thus,
the lease cost to a lessee such as GM. There is a well-established market in
which institutions participate in the financing of such property through their
purchase of interests in these SPEs. All of the SPEs established to facilitate
property leases to GM are owned by institutions which are truly independent of,
and not affiliated with, GM. These institutions maintain substantial equity
investments in their SPEs. No officers, directors or employees of GM, GMAC, or
their affiliates hold any direct or indirect equity interests in such SPEs.
   Assets in SPEs were as follows (dollars in millions):

                                                      December 31, 2001
                                                      -----------------
Automotive, Communications Services, and Other Operations

Assets Leased Under Operating Leases                      $2,412
Sales of Trade Receivables                                   868
                                                           -----
    Total                                                 $3,280
                                                           =====

Financing and Insurance Operations

Receivables Sold or Securitized:
  - Mortgage Loans                                      $104,678
  - Retail Finance Receivables                            11,978
  - Wholesale Finance Receivables                         16,227
                                                         -------
    Total                                               $132,883
                                                         =======

Book Value Per Share

   Book value per share was determined based on the liquidation rights of the
various classes of common stock. Book value per share of GM $1-2/3 par value
common stock decreased to $24.79 at December 31, 2001, from $39.36 at December
31, 2000. Book value per share of GM Class H common stock decreased to $4.96 at
December 31, 2001, from $7.87 at December 31, 2000.

Dividends

   Dividends may be paid on common stocks only when, as, and if declared by GM's
Board of Directors in its sole discretion. The amount available for the payment
of dividends on each class of common stock will be reduced on occasion by
dividends paid on that class and will be adjusted on occasion for changes to the
amount of surplus attributed to the class resulting from the repurchase or
issuance of shares of that class.
   At December 31, 2001, the amount available for the payment of dividends on GM
$1-2/3 par value and GM Class H common stocks was $10.1 billion and $19.4
billion, respectively. GM's policy is to distribute dividends on its $1-2/3 par
value common stock based on the outlook and indicated capital needs of the
business. Cash dividends per share of GM $1-2/3 par value common stock were
$2.00 in 2001, 2000, and 1999. With respect to GM Class H common stock, the GM
Board determined that it will not pay any cash dividends at this time in order
to allow the earnings of Hughes to be retained for investment in the business of
Hughes.
   The dividends per share for the GM Series H 6.25% Automatically Convertible
Preference Stock were $35.1172 in 2001. On April 2, 2001, GM redeemed
approximately 5 million outstanding Series G 9.12% Depository Shares, each of
which represents a one-fourth interest in a GM Series G Preference Stock, and 5
million outstanding Series G 9.87% Trust Originated Preferred Securities sm
(TOPrS sm) at a total redemption price that included accrued and unpaid
dividends. The Series D preference stock was redeemed on May 2, 2000, and as a
result, the amount paid on that date to the Series D shareholders of record
included accrued and unpaid dividends as part of the total redemption price.

------------------
sm "Trust Originated Preferred Securities" and "TOPrS" are service trademarks of
Merrill Lynch & Co.

                                       10

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Euro Conversion

   On January 1, 1999, 11 of 15 member countries of the European Union
established fixed conversion rates between their existing currencies and adopted
the euro as their new common currency. The euro traded on currency exchanges and
the legacy currencies remained legal tender in the participating countries for a
transition period until January 1, 2002. Beginning on January 1, 2002,
euro-denominated bills and coins were issued and on February 28, 2002 legacy
currencies will be withdrawn from circulation.
   The Corporation has reviewed and has made required modifications to
applicable information technology systems and contracts based on the new
currency. At December 31, 2001, the conversion to the euro has not resulted in
any material adverse impact on GM's financial position or results of operations.

European Matters

   During 2001, GM Europe announced its intention to turn around its business
with the implementation of Project Olympia. The initial stages of Project
Olympia sought to identify initiatives that could deliver:
   . Solid and profitable business performance as of 2003
   . A strengthened and optimized sales structure
   . A revitalized Opel/Vauxhall brand
   . Further market growth opportunities
   . Continuous improvement by refocusing the organizational structure
   The project identified several initiatives which aim to address the goals
mentioned above. These initiatives, which include, among other things, reducing
GM Europe's manufacturing capacity, restructuring the dealer network in Germany,
and redefining the way vehicles are marketed, are in varying stages of planning
and execution. The impact that such initiatives may have on the financial
position and results of operations of GM is currently being assessed, and may
include a charge to earnings in 2002.
   During September 2000, the European parliament passed a directive requiring
member states to adopt legislation regarding end-of-life vehicles and the
responsibility of manufacturers for dismantling and recycling vehicles they have
sold. European Union member states are required to transform the concepts
detailed in the directive into national law by April 2002. Under the directive,
manufacturers are financially responsible for at least a portion of the cost of
the take-back of vehicles placed in service after July 2002 and all vehicles
placed in service prior to July 2002 that are still in operation in January
2007. The laws developed in the individual national legislatures throughout
Europe will have a significant impact on the amount ultimately paid by the
manufacturers for this issue. Management is currently assessing the impact of
this potential legislation on GM's financial position and results of operations,
and may include a charge to earnings in 2002.

EchoStar Transactions

   On October 28, 2001, GM and its wholly owned subsidiary Hughes, together with
EchoStar Communications Corporation (EchoStar), announced the signing of
definitive agreements that, subject to stockholder approval, regulatory
clearance, and certain other conditions, provide for the split-off of Hughes
from GM and the subsequent merger of the Hughes business with EchoStar. These
transactions are designed to address strategic challenges currently facing the
Hughes business and to provide liquidity and value to GM, which would help to
support the credit position of GM after the transactions.
   The split-off of Hughes from GM would occur by means of a distribution to the
holders of GM Class H common stock of one share of Class C common stock of a
Hughes holding company (that will own all of the stock of Hughes at the time of
the split-off) in exchange for each share of GM Class H common stock held
immediately prior to the split-off. Immediately following the split-off, the
businesses of Hughes and EchoStar would be combined in the Hughes/EchoStar
merger to form New EchoStar. Each share of the Hughes holding company Class C
common stock shares would remain outstanding and become a share of Class C
common stock of New EchoStar. Holders of Class A and Class B common stock of
EchoStar would receive 1/0.73, or about 1.3699 shares of stock of the merged
entity in exchange for each share of Class A or Class B common stock of EchoStar
held prior to the Hughes/EchoStar merger.
   The transactions are planned in a manner that will not result in the
recapitalization of GM Class H common stock into GM $1-2/3 par value common
stock at a 120% exchange ratio, as currently provided for under certain
circumstances in the General Motors Restated Certificate of Incorporation, as
amended. The GM $1-2/3 par value common stock would remain outstanding and would
be GM's only class of common stock after the transactions.
   As part of the transactions, GM would receive up to $4.2 billion in cash for
the reduction of its approximately 30% retained economic interest in Hughes. In
addition, GM currently plans to achieve additional liquidity with respect to a
portion of its retained economic interest in Hughes represented by up to 100
million shares of GM Class H common stock (or, after the transactions, New
EchoStar Class C common stock), including by exchanging such shares for GM
outstanding obligations. Following these transactions, subject to IRS approval,
and based on a number of assumptions, GM currently expects to retain an interest
in the merged entity.

                                       11

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

EchoStar Transactions (continued)

   The transactions are subject to a number of conditions, including approval by
a majority of each class of GM stockholders - GM $1-2/3 and GM Class H - each
voting separately as distinct classes and also voting together as a single class
based on their respective per share voting power. The proposed transactions also
are subject to anti-trust clearance and approval by the Federal Communications
Commission. In addition, the transactions are contingent upon the receipt of a
favorable ruling from the IRS that the separation of Hughes from GM will be
tax-free to GM and its stockholders for U.S. federal income tax purposes. The
transactions are currently expected to close in the second half of 2002.
   GM, Hughes, and EchoStar have agreed that, in the event that the transactions
do not occur because certain specified regulatory clearances or approvals have
not been obtained or other conditions have not been satisfied, EchoStar will be
required to purchase Hughes' interest in PanAmSat Corporation for an aggregate
purchase price of approximately $2.7 billion, which is payable, depending on the
circumstances, solely in cash or in a combination of cash and either debt or
equity securities of EchoStar. In addition, in the event that the transactions
do not occur because certain of the specified regulatory clearances or approvals
relating to United States antitrust and or federal communication commission
matters have not been satisfied, EchoStar will be required to pay a $600 million
termination fee to Hughes.
   If the GM stockholders  approve the  transactions, and if GM receives the IRS
ruling and the above-mentioned  regulatory  approvals,  the financial results of
Hughes  will  be  reported  as  discontinued  operations  in  GM's  consolidated
financial  statements.  GM would  record a dividend  of up to $4.2  billion as a
reduction in GM's investment in Hughes.  GM would record the split-off of Hughes
at fair value and would  recognize a gain based on an implied  exchange ratio of
0.73 shares of EchoStar  Class A common  stock in exchange  for each share of GM
Class H  common  stock,  which  is the  inverse  of the  exchange  ratio  in the
Hughes/EchoStar  merger of 1/0.73, or about 1.3699, shares of New EchoStar Class
A or Class B common  stock in  exchange  for each share of  EchoStar  Class A or
Class B common stock.  Based upon the closing  price of EchoStar  Class A common
stock of $27.47 per share on December  31,  2001,  the  transaction  would value
Hughes'   equity  at  $27.6  billion,   with  a  resulting   after-tax  gain  of
approximately  $14.4  billion  based on the net book value of Hughes at December
31,  2001.  In  addition,  GM  currently  anticipates  that as a  result  of the
split-off there would be a reduction of GM stockholders' equity of approximately
$3.2 billion  based on stock  prices at December  31,  2001.  The actual gain or
loss, as well as the actual impact to stockholders'  equity,  would be higher or
lower  depending on the actual  EchoStar  Class A common stock price at the time
the  transactions  close.  Depending  upon  whether  shares of GM Series H 6.25%
Automatically  Convertible  Preference Stock held by America Online,  Inc. (AOL)
have  converted to GM Class H common  stock prior to the closing,  as they would
mandatorily  at June 24, 2002,  the gain,  assuming  the same  December 31, 2001
stock prices, could be increased by approximately 10%.

Other Postretirement Benefits

   For measurement purposes, an approximate 6% annual rate of increase in the
per capita cost of covered health care benefits was assumed for 2002 and 7.3%
was assumed for 2003. The rate was assumed to decrease on a linear basis to 5.0%
through 2008 and remain at that level thereafter. The lower assumed rate for
2002 and 2003 compared to the assumed rate for 2001 of 8.6% reflects the impact
of various initiatives put in place in 2001 to lower 2002 claims experience.

Employment and Payrolls

Worldwide employment at December 31, (in thousands)
                                                 2001        2000       1999
                                                 ----        ----       ----
  GMNA                                            202         212        217
  GME                                              73          89         91
  GMLAAM                                           23          24         23
  GMAP                                             11          11         10
  GMAC                                             29          29         27
  Hughes                                           12          11         18
  Other                                            12          12         12
                                                  ---         ---        ---
      Total employees                             362         388        398
                                                  ===         ===        ===

  Worldwide payrolls - continuing operations
    (in billions)                               $19.8       $20.9(1)   $21.1(1)
  U.S. hourly payrolls (in billions) (2) (4)     $8.5        $9.4      $10.0
  Average labor cost per active hour worked
    U.S. hourly (3) (4)                        $57.76      $52.16     $50.51

(1) Amounts have been adjusted to exclude Hughes' employees transferred to The
    Boeing Company.
(2) Includes employees "at work" (excludes laid-off employees receiving
    benefits).
(3) Includes U.S. hourly wages and benefits divided by the number of hours
    worked.
(4) Amounts have been adjusted to exclude Hughes employees

                                       12

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Significant Accounting Principles

   The consolidated financial statements of GM are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. The significant accounting principles
which management believes are the most important to aid in fully understanding
and evaluating GM's reported financial results are the following:

Sales Allowances

   At the time of sale, GM records as a reduction of revenue the estimated
future impact of offering sales allowances in the form of dealer and customer
incentives. There may be numerous types of incentives offered at any particular
time. This estimate is based upon the assumption that a certain number of
vehicles in dealer stock will have a specific incentive applied against them. If
the actual number of vehicles differs from this estimate, or if a different mix
of incentives occurs, the sales allowances could be affected.

Policy and Warranty

   Provisions for estimated expenses related to product warranty are made at the
time products are sold. These estimates are established using historical
information on the frequency and average cost of warranty claims. Management
actively studies trends of warranty claims to improve vehicle quality and
minimize warranty claims. Management believes that the warranty reserve is
appropriate; however, actual claims incurred could differ from the original
estimates requiring adjustments to the reserve.

Impairment of Long-Lived Assets

   GM periodically reviews the carrying value of its long-lived assets held and
used and assets to be disposed of, including goodwill and other intangible
assets, when events and circumstances warrant such a review. This review is
performed using a projection of future cash flow information. An impairment
charge is recorded when the carrying value of long-lived assets exceeds their
fair market value. Management believes that the estimates of future cash flows
are reasonable, however changes in assumptions regarding such cash flows could
affect the evaluations.

Employee Costs

   Pension and other postretirement benefits costs and obligations are dependent
on the Corporation's selection of assumptions used by actuaries in calculating
such amounts. These assumptions include discount rates, health care cost trend
rates, benefits earned, interest cost, expected return on plan assets, mortality
rates, and other factors. In accordance with accounting principles generally
accepted in the United States , actual results that differ from our assumptions
are accumulated and amortized over future periods and therefore, generally
affect our recognized expense and recorded obligation in such future periods.
While management believes that the assumptions used are appropriate, significant
differences in actual experience or significant changes in assumptions may
affect GM's pension and other postretirement obligations and future expense.

Postemployment Benefits

   GM establishes reserves for termination and other postemployment benefit
liabilities to be paid pursuant to union or other contractual agreements in
connection with closed plants. The reserve is based on a comprehensive study
that considers the impact of the annual production and labor forecast
assumptions as well as redeployment scenarios. Management believes the
assumptions used in the reserve are appropriate, however significant changes in
assumptions may affect the postemployment benefit liability.

Allowance for Credit Losses

   The allowance for credit losses is generally established by GMAC during the
period in which receivables are acquired and is maintained at a level deemed
appropriate by management based on historical and other factors that affect
collectibility. These factors include the historical trends of repossession,
charge-offs, recoveries, and credit losses; the careful monitoring of portfolio
credit quality, including the impact of acquisitions; and current and projected
economic and market conditions. Different assumptions or changes in economic
circumstances could result in changes to the allowance for credit losses.

                                       13

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Significant Accounting Principles (continued)

Investments in Operating Leases

   GMAC's investments in residual values of its leasing portfolio represent an
estimate of the values of the assets at the end of the lease contract and are
initially recorded based on appraisals and estimates. Management reviews
residual values periodically to determine that recorded amounts are appropriate
and the operating lease assets have not been impaired. GMAC actively manages the
remarketing of off-lease vehicles to maximize the realization of the recorded
residuals. Changes in the estimation process used to record the initial value of
the residuals or the existence of other external factors impacting GMAC's future
ability to market the vehicles under prevailing market conditions may
significantly impact the realization of residual values.

New Accounting Standards

   In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations". SFAS No. 141 requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001. This statement
specifies that certain acquired intangible assets in a business combination be
recognized as assets separately from goodwill and existing intangible assets and
goodwill be evaluated for these new separation requirements. Management does not
expect this statement to have a material impact on GM's consolidated financial
position or results of operations.
   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, will cease upon adoption of
this statement. In addition, this statement requires that goodwill be tested for
impairment at least annually at the reporting unit level. The Corporation
implemented SFAS No. 142 on January 1, 2002. In accordance with this statement,
GM is not required to complete the transitional goodwill impairment test until
June 30, 2002. The Corporation is evaluating but has not yet determined whether
adoption of this statement will result in an impairment of goodwill. Management
estimates that goodwill and indefinite lived intangible asset amortization
required under previous accounting standards of $383 million pre-tax ($302
million after-tax) will not be charged to the income statement in 2002.
   In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Corporation is required to implement SFAS
No. 143 on January 1, 2003. Management does not expect this statement to have a
material impact on GM's consolidated financial position or results of
operations.
   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The statement retains the previously existing accounting
requirements related to the recognition and measurement of the impairment of
long-lived assets to be held and used while expanding the measurement
requirements of long-lived assets to be disposed of by sale to include
discontinued operations. It also expands the previously existing reporting
requirements for discontinued operations to include a component of an entity
that either has been disposed of or is classified as held for sale. The
Corporation implemented SFAS No. 144 on January 1, 2002. Management does not
expect this statement to have a material impact on GM's consolidated financial
position or results of operations.

Forward-Looking Statements

   In this report, in reports subsequently filed by GM with the SEC on Forms
10-K, 10-Q, and 8-K, and in related comments by management of GM and Hughes, our
use of the words "expect," "anticipate," "estimate," "forecast," "objective,"
"plan," "goal," and similar expressions is intended to identify forward-looking
statements. While these statements represent our current judgments on what the
future may hold, and we believe these judgments are reasonable, actual results
may differ materially due to numerous important factors that are described below
and other factors that may be described in subsequent reports which GM may file
with the SEC on Forms 10-K, 10-Q, and 8-K:

   . Changes in economic conditions, currency exchange rates, significant
     terrorist acts, or political instability in the major markets where the
     Corporation procures material, components, and supplies for the production
     of its principal products or where its products are produced, distributed,
     or sold (i.e., North America, Europe, Latin America, and Asia Pacific).

                                       14

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Forward-Looking Statements (continued)

   . Shortages of fuel or interruptions in transportation systems, labor
     strikes, work stoppages, or other interruptions to or difficulties in the
     employment of labor in the major markets where the Corporation purchases
     material, components, and supplies for the production of its products or
     where its products are produced, distributed, or sold.
   . Significant changes in the competitive environment in the major markets
     where the Corporation purchases material, components, and supplies for the
     production of its products or where its products are produced, distributed,
     or sold.
   . Changes in the laws, regulations, policies, or other activities of
     governments, agencies, and similar organizations where such actions may
     affect the production, licensing, distribution, or sale of the
     Corporation's products, the cost thereof, or applicable tax rates.
   . The ability of the Corporation to achieve reductions in cost and employment
     levels, to realize production efficiencies, and to implement capital
     expenditures, all at the levels and times planned by management.
   . With respect to Hughes, additional risk factors include: economic
     conditions, product demand and market acceptance, government action, local
     political or economic developments in or affecting countries where Hughes
     has operations, ability to obtain export licenses, competition, ability to
     achieve cost reductions, technological risk, limitations on access to
     distribution channels, the success and timeliness of satellite launches,
     in-orbit performance of satellites, ability of customers to obtain
     financing, and Hughes' ability to access capital to maintain its financial
     flexibility. Additionally, the in-orbit satellites of Hughes and its 81%
     owned subsidiary, PanAmSat Corporation, are subject to the risk of failing
     prematurely due to, among other things, mechanical failure, collision with
     objects in space, or an inability to maintain proper orbit. Satellites are
     subject to the risk of launch delay and failure, destruction and damage
     while on the ground or during launch, and failure to become fully
     operational once launched. Delays in the production or launch of a
     satellite, or the complete or partial loss of a satellite, in-orbit or
     during launch, could have a material adverse impact on the operation of
     Hughes' businesses. Hughes purchases in-orbit and launch insurance for its
     satellite fleet to mitigate the potential financial impact of in-orbit and
     launch failures. The insurance generally does not compensate for business
     interruption or loss of future revenues or customers. Certain of Hughes'
     insurance policies contain exclusions related to known anomalies and Hughes
     is self-insured for certain other satellites. Hughes has, in the past,
     experienced technical anomalies on some of its satellites. Service
     interruptions caused by these anomalies, depending on their severity, could
     result in claims by affected customers for termination of their transponder
     agreements, cancellation of other service contracts, or the loss of other
     customers.

                                   * * * * * *

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk

   GM is exposed to market risk from changes in foreign currency exchange rates,
interest rates, and certain commodity and equity security prices. GM enters into
a variety of foreign exchange, interest rate, and commodity forward contracts
and options, primarily to maintain the desired level of exposure arising from
these risks. A risk management control system is utilized to monitor foreign
exchange, interest rate, commodity and equity price risks, and related hedge
positions.
   A discussion of GM's accounting policies for derivative financial instruments
is included in Note 1 to the GM consolidated financial statements. Further
information on GM's exposure to market risk is included in Notes 19 and 20 to
the GM consolidated financial statements.
   The following analyses provide quantitative information regarding GM's
exposure to foreign currency exchange rate risk, interest rate risk, and
commodity and equity price risk. GM uses a model to evaluate the sensitivity of
the fair value of financial instruments with exposure to market risk that
assumes instantaneous, parallel shifts in exchange rates, interest rate yield
curves, and commodity and equity prices. For options and instruments with
non-linear returns, models appropriate to the instrument are utilized to
determine the impact of market shifts. There are certain shortcomings inherent
in the sensitivity analyses presented, primarily due to the assumption that
exchange rates change in a parallel fashion and that interest rates change
instantaneously. In addition, the analyses are unable to reflect the complex
market reactions that normally would arise from the market shifts modeled.

                                       15

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Foreign Exchange Rate Risk
   GM has foreign currency exposures related to buying, selling, and financing
in currencies other than the local currencies in which it operates. More
specifically, GM is exposed to foreign currency risk related to the uncertainty
to which future earnings or asset and liability values are exposed to as the
result of operating cash flows and various financial instruments that are
denominated in foreign currencies. At December 31, 2001 and 2000, the net fair
value liability of financial instruments with exposure to foreign currency risk
was approximately $15.0 billion and $13.6 billion, respectively. The potential
loss in fair value for such financial instruments from a 10% adverse change in
quoted foreign currency exchange rates would be approximately $1.5 billion and
$1.2 billion for 2001 and 2000, respectively.

Interest Rate Risk
   GM is subject to market risk from exposure to changes in interest rates due
to its financing, investing, and cash management activities. More specifically,
the Corporation is exposed to interest rate risk associated with long term debt
and contracts to provide commercial and retail financing, retained mortgage
servicing rights, and retained assets related to mortgage securitization. In
addition, GM is exposed to prepayment risk associated with its capitalized
mortgage servicing rights and its retained assets. This risk is managed with
U.S. Treasury options and futures, which exposes GM to basis risk since the
derivative instruments do not have identical characteristics to the underlying
mortgage servicing rights. At December 31, 2001 and 2000, the net fair value
liability of financial instruments held for purposes other than trading with
exposure to interest rate risk was approximately $5.3 billion and $18.1 billion,
respectively. The potential loss in fair value resulting from a 10% adverse
shift in quoted interest rates would be approximately $1.6 billion and $385
million for 2001 and 2000, respectively. At December 31, 2001, the net fair
value liability of financial instruments held for trading purposes with exposure
to interest rate risk was approximately $3.6 billion compared to a net fair
value asset of approximately $3.2 billion at December 31, 2000. The potential
loss in fair value resulting from a 10% adverse shift in quoted interest rates
would be approximately $182 million and $217 million for 2001 and 2000,
respectively. This analysis excludes GM's operating lease portfolio. A fair
value change in the debt that funds this portfolio would potentially have a
different impact on the fair value of the portfolio itself. As such, the overall
impact to the fair value of financial instruments from a hypothetical change in
interest rates may be overstated.

Commodity Price Risk
   GM is exposed to changes in prices of commodities used in its Automotive
business, primarily associated with various non-ferrous metals used in the
manufacturing of automotive components. GM enters into commodity forward and
option contracts to offset such exposure. At December 31, 2001, the net fair
value liability of such contracts was approximately $78 million, compared to a
net fair value asset of approximately $51 million at December 31, 2000. The
potential loss in fair value resulting from a 10% adverse change in the
underlying commodity prices would be approximately $150 million and $152 million
for 2001 and 2000, respectively. This amount excludes the offsetting impact of
the price risk inherent in the physical purchase of the underlying commodities.

Equity Price Risk
   GM is exposed to changes in prices of various available-for-sale equity
securities in which it invests. At December 31, 2001 and 2000, the fair value of
such investments was approximately $2.3 billion and $3.3 billion, respectively.
The potential loss in fair value resulting from a 10% adverse change in equity
prices would be approximately $231 million and $330 million for 2001 and 2000,
respectively.

                                   * * * * * *

Additional Matters

   Like most domestic and foreign automobile manufacturers, over the years GM
has used some brake products incorporating small amounts of encapsulated
asbestos. These products, generally brake linings, are known as asbestos
containing friction products. There is a significant body of scientific data
demonstrating that these asbestos containing friction products are safe and do
not create an increased risk of asbestos related disease. GM believes that the
use of asbestos in these products was appropriate.
   As with other companies that have used asbestos, there has been an increase
in the number of claims against GM related to allegations concerning the use of
asbestos containing friction products in recent years. A growing number of auto
mechanics are filing suit seeking recovery as a result of exposure to the small
amount of asbestos used in brake components. These claims almost always identify
numerous other potential sources for the claimant's exposure to asbestos which
do not involve GM or even asbestos containing friction products and many of
which place users at much greater risk. Many of these claimants do not have an
asbestos related illness and may never develop one. This is consistent with the
experience reported by other automotive manufacturers and other end users of
asbestos.

                                       16

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Additional Matters (continued)

   With consolidation of the asbestos brake litigation against Federal Mogul in
the Delaware bankruptcy court, GM and the other domestic automotive
manufacturers have sought to have the asbestos brake claims against them
transferred and consolidated in that court as well. Such consolidation makes
sense for the effective and efficient resolution of the similar and related
claims against GM, which we believe are without merit. Although the bankruptcy
court in Delaware declined to agree with the motion supported by GM, GM is
joining with the other domestic automobile manufacturers in appealing that
decision.
   Two other types of claims related to alleged asbestos exposure are being
asserted against GM, representing a significantly lower exposure than the
automotive friction claims. Like other locomotive manufacturers, GM used a
limited amount of asbestos in locomotive brakes and in the insulation used in
some locomotives resulting in lawsuits being filed against it by railroad
workers seeking relief based on their exposure to asbestos. These claims almost
always identify numerous other potential sources for the claimant's exposure to
asbestos which do not involve GM or even locomotives. Many of these claimants do
not have an asbestos related illness and may never develop one. In addition,
like many other manufacturers, a relatively small number of claims are brought
by contractors who are seeking recovery based on exposure to asbestos containing
products while working on premises owned by GM. These claims almost always
identify numerous other potential sources for the claimant's exposure to
asbestos which do not involve GM. Many of these claimants do not have an
asbestos related illness and may never develop one.
   While General Motors has resolved many of these cases over the years and
continues to do so for conventional strategic litigation reasons (avoiding
defense costs and possible exposure to runaway verdicts), GM, as stated above,
believes that the vast majority of such claims against GM are without merit. In
this regard GM believes that it has very strong defenses based upon a number of
published epidemicological studies prepared by highly respected scientists.
Indeed, GM believes there is compelling evidence warranting the dismissal of
virtually all of these claims against GM. GM will vigorously press this evidence
before judges and juries whenever possible. Additionally, GM believes there is
strong statutory and judicial precedent supporting Federal preemption of the
asbestos tort claims asserted on behalf of railroad workers. Such preemption
would mean that Federal Law entirely eliminates the possibility that such
individuals could bring a claim against GM.
   GM's annual expense associated with resolution of these claims has recently
reached about $10 million, and while this figure may grow in future years due to
the fact that this type of litigation typically takes many years to resolve and
the increases in the number of filed claims, it is management's belief, based
upon consultation with legal counsel, that the claims will not result in a
material adverse effect upon the financial condition of GM.

                                    # # # # #

                                    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 25, 2002
        -----------------
                                       By
                                            s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

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