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





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



          Date of Report
(Date of earliest event reported) January 26, 1998
                                  ----------------




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




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




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







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

















                                    - 1 -

ITEM 5. OTHER EVENTS

         On January 26, 1998, a news release was issued on the subject of fourth
quarter consolidated  earnings for General Motors Corporation (GM). The news 
release did not include financial  statement  footnotes and certain other 
financial  information that will be filed with the Securities and Exchange  
Commission as part of GM's Annual Report on Form 10-K.  Following are the fourth
quarter earnings releases for GM, Hughes  Electronics  Corporation  (Hughes), 
and General Motors Acceptance Corporation (GMAC), all dated January 26, 1998, 
and the Principal Important Factors Relating To Forward-Looking Statements:

                               GM NEWS RELEASE

GM REPORTS ALL-TIME RECORD NET INCOME OF $6.7 BILLION FOR 1997 CALENDAR YEAR
 . . .  EARNINGS PER SHARE OF $8.70 BEST IN GM HISTORY

          DETROIT  --  General   Motors  Corp.   (GM)  today   reported   record
consolidated  net income for the fourth  quarter of 1997 of $1.7  billion,  or a
record $2.36 per share of GM $1-2/3 par value common  stock,  compared with $786
million,  or $0.92 per share,  in the fourth quarter of 1996.  Previous  records
have been adjusted to exclude EDS. All earnings-per-share amounts are basic (see
Highlights for diluted earnings-per-share amounts).

          Income for  calendar-year-1997 was a record $6.7 billion, or $8.70 per
share, compared with $5.0 billion, or $6.07 per share, in 1996, excluding EDS.

          Fully consolidated net sales and revenues totaled $48.4 billion in the
fourth quarter of 1997, and $177.7 billion for calendar-year 1997, compared with
$40.9  billion in the fourth  quarter of 1996,  and $164.0  billion for the 1996
calendar year.

          Two significant factors impacted fourth-quarter and calendar-year-1997
financial  results -- a gain of $4.3 billion,  or $6.08 per share for the fourth
quarter,  resulting  from the  December 17, 1997,  completion  of the  strategic
restructuring of GM's Hughes Electronics subsidiary (Hughes  Transactions),  and
charges against income totaling $4.0 billion after taxes, or $5.75 per share for
the fourth quarter,  resulting from GM's ongoing  competitiveness  studies.  The
$4.0  billion of  after-tax  charges  against  income  consisted of $2.4 billion
related to under-performing assets, $0.8 billion related to capacity reductions,
$0.3  billion  related to assets held for  disposal,  and $0.5  billion of other
charges (see Competitiveness Studies and Highlights for more information).

          The  remainder of the  discussion  in this  release of  corporate  and
sector  results  of  operations  excludes  special  items  (see  Highlights  and
Competitiveness Studies for additional information).

      Income for the fourth quarter of 1997 was $1.5 billion, or $2.03 per share
of GM $1-2/3 par value common stock,  compared  with $848 million,  or $1.00 per
share,  in the fourth  quarter of 1996.  Calendar-year-1997  income totaled $6.0
billion,  or $7.90 per share,  compared with $4.7 billion, or $5.74 per share in
1996.

      "GM's strong financial  performance  reflects our determination to further
increase  stockholder  value and become  more  competitive  in all our  business
sectors," GM Chairman, Chief Executive Officer and President John F. Smith, Jr.,
said. "We've made some good progress, but we still have further to go to achieve
our  financial  objectives,  including  our  target for a  5-percent  net-profit
margin."
                                    - 2 -
      Following is a summary of results from the GM business sectors in 1997:

      -  GM North American  Operations  (GM-NAO)  income totaled $636 million in
         the fourth quarter of 1997, compared with a loss of $117 million in the
         fourth quarter of 1996. Calendar-year-1997 income totaled $2.3 billion,
         compared with $333 million in 1996.

      -  Delphi  Automotive  Systems  (Delphi) earned $265 million in the fourth
         quarter of 1997,  compared  with $56  million in the fourth  quarter of
         1996. Income totaled $860 million in calendar-year  1997, compared with
         $728 million in the prior year.

      -  GM International Operations (GMIO)  fourth-quarter-1997  income totaled
         $197  million,  compared  with $353 million in the  prior-year  period.
         Calendar-year-1997  income  totaled $981  million,  compared  with $1.5
         billion in 1996.

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $279 million for the fourth  quarter of 1997,  compared with net income
         of  $274  million  in the  fourth  quarter  of  1996.  Net  income  for
         calendar-year 1997 totaled $1.3 billion,  compared with $1.2 billion in
         1996.

      -  GM  completed  the  previously  mentioned  restructuring  of its Hughes
         Electronics   subsidiary  on  Dec.  17,  1997.  Hughes,  as  previously
         structured,  earned $251  million in the October 1 through  December 17
         period of 1997,  compared  with  earnings of $285 million in the fourth
         quarter of 1996.  Calendar-year earnings through Dec. 17, 1997, totaled
         $1.0 billion, compared with $1.1 billion in calendar-year 1996.

      -  Earnings for the recapitalized telecommunications and space
         business of Hughes Electronics for the period of Dec. 18
         through Dec. 31, 1997, totaled $8 million.


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

          The  corporation's  after-tax  net-profit  margin  -- net  income as a
percentage of net sales and revenues -- was 3.8 percent in the fourth quarter of
1997,  and 3.9 percent in  calendar-year  1997.  That compares  with  net-profit
margins  of 2.4  percent  and  3.2  percent  for  the  1996  fourth-quarter  and
calendar-year periods.

          The corporation's pretax income was $1.8 billion in the fourth quarter
of 1997,  compared with pretax  income of $305 million in the fourth  quarter of
1996.

          GM's cash position  remained strong during the fourth quarter of 1997.
Cash and marketable  securities totaled $14.5 billion at Dec. 31, 1997, compared
with $17.0 billion at Dec. 31, 1996, and $14.6 billion at Sept. 30, 1997.

          In the fourth quarter of 1997, GM used  approximately  $900 million in
cash to acquire  more than 14.3  million  shares of GM $1-2/3  par value  common
stock under the corporation's  stock-repurchase program. A total of $3.8 billion
in cash was used to repurchase  63.5 million shares during 1997,  completing one
$2.5 billion repurchase program, and 50 percent of a second $2.5 billion program
announced in August 1997.

                                        - 3 -
          Cash contributions to GM's U.S. pension plans during 1997 totaled $1.5
billion,  keeping the plans fully funded on an economic  basis.  The corporation
also elected to pre-fund part of its other  post-retirement-benefits  liability,
which is primarily related to post-retirement  health-care expenses, by creating
a  Voluntary  Employees'  Beneficiary  Association  (VEBA)  trust  to  which  it
contributed $3 billion of its cash reserves in December of 1997.

          "Strong cash  generation  from operations made it possible to continue
to support capital-spending programs,  adequately fund pension plans, contribute
to a VEBA,  continue  to  repurchase  shares  of GM  common  stock,  and keep an
appropriate level of cash reserves," Smith said.

       GM NORTH AMERICAN OPERATIONS (GM-NAO)

          GM North American Operations'  fourth-quarter-1997 income totaled $636
million, and calendar-year-1997  income totaled $2.3 billion. That compares with
a  fourth-quarter-1996  loss of $117 million,  and calendar-year  income of $333
million.

          GM-NAO's  net profit  margin was 2.4 percent in the fourth  quarter of
1997, and 2.3 percent for calendar-year 1997.

          GM-NAO's  pretax income  totaled $882 million in the fourth quarter of
1997,  compared  with a pretax loss of $420  million in the  prior-year  period.
Pretax income totaled $3.3 billion in calendar-year 1997, compared with a pretax
loss of $34 million in 1996.

          "We're  pleased by the  progress  of the GM-NAO team as we continue to
significantly improve our operating  performance," said G. Richard Wagoner, Jr.,
General  Motors  executive  vice  president and  president of GM North  American
Operations.  "The 1997 results primarily reflect the success of our new products
in the marketplace, and our improving cost competitiveness," Wagoner said.

          "These  results  are  particularly   noteworthy  given  the  intensely
competitive  North American  market,  where the continued  weakness of Asian and
European  currencies  compared with the dollar has given overseas  competitors a
distinct pricing advantage in the United States,  and has intensified the profit
pressure on our export programs to Asia and Europe. This all highlights the need
for us to  continuously  focus our efforts on  significantly  improving our cost
position in 1998," Wagoner said.

          GM vehicle  deliveries in North America for the fourth quarter of 1997
totaled  1,300,000  units,  which resulted in a 30.5-percent  share of the North
American vehicle market, compared with 1,209,000 units, and a 30.1-percent share
in the fourth quarter of 1996.  Calendar-year-1997  deliveries totaled 5,360,000
units and a market share of 30.8 percent,  compared with  5,263,000  units and a
31.0-percent market share in 1996. (See additional information in Highlights).

          Although  vehicle sales were  unfavorably  affected by  strike-related
production  losses in the second quarter of 1997,  Wagoner said,  "New products,
such as Buick's Park Avenue,  the Pontiac Grand Prix, the  Oldsmobile  Intrigue,
and  GM's  new  minivans  are  being  well  received  in  the   marketplace  and
significantly  outselling  the models they replaced.  Our full-size  pickups and
sport-utility  vehicles  continue to sell very well even though they are late in
their model cycles."


                                        - 4-
       DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

          Delphi  Automotive  Systems' income totaled $265 million in the fourth
quarter of 1997,  and $860 million for  calendar-year  1997.  That compares with
fourth-quarter-1996 income of $56 million, and calendar-year-1996 income of $728
million.

          Delphi's  net-profit  margin was 3.9 percent in the fourth  quarter of
1997, and 3.3 percent for calendar-year 1997.

          Pretax income for Delphi totaled $460 million in the fourth quarter of
1997, compared with $100 million in the prior-year period. Pretax income totaled
$1.3 billion in calendar-year 1997, compared with $936 million in 1996.

          General  Motors  Executive  Vice  President  and  President  of Delphi
Automotive Systems J.T. Battenberg III said, "Delphi faced some tough challenges
in 1997, including competitive pressures that generated price reductions,  and a
high level of product turnover by original equipment manufacturers (OEMs), which
generated  manufacturing  start-up costs.  However,  we met these challenges and
continue to take the right steps for the longer term."

          "Bringing Delco  Electronics,  GM's automotive  electronics  business,
into  Delphi,  effective  Dec.  17,  1997,  puts  us in  position  to  lead  the
component-industry  trend  toward  integrated  automotive  systems.  Electronics
capability is key to that systems approach," Battenberg said.

          "Growing  our  business  continues  to be a major  focus  for  Delphi.
Delphi's 1997 sales to customers  outside the GM-NAO vehicle groups continued to
increase and represented  approximately 38 percent of total sales, including all
joint ventures," Battenberg said. "This improvement occurred despite the adverse
effect on Delphi's revenues caused by economic conditions in emerging markets."

       GM INTERNATIONAL OPERATIONS (GMIO)

          GM International Operations'  fourth-quarter-1997  income totaled $197
million,  and  calendar-year-1997  income  totaled $981  million,  excluding the
favorable  impact of special items  totaling  $158  million.  That compares with
fourth-quarter-1996  income of $353 million,  and  calendar-year-1996  income of
$1.5 billion.

          GMIO's  net-profit  margin was 2.2  percent  in the fourth  quarter of
1997, and 2.8 percent for calendar-year 1997.

          GMIO's  pretax  income  totaled $215 million in the fourth  quarter of
1997, compared with $309 million in the prior-year period. Pretax income totaled
$1.4 billion in calendar-year 1997, compared with $1.8 billion in 1996.

          Income for GM's automotive operations in Europe totaled $31 million in
the fourth quarter of 1997, compared with income of $99 million in 1996. For the
1997  calendar  year,  income  totaled $313 million,  excluding  the  previously
mentioned favorable impact of $158 million, compared with income of $778 million
in 1996.




                                        - 5 -
          "The lower  European  earnings  in 1997 were  primarily  due to higher
sales and marketing costs under intensely  competitive  market  conditions,  and
lower  earnings  from Saab as they  launched  the new 9-5 model.  Despite  these
unfavorable  factors,  the  1997-calendar-year  results reflect strong operating
performance,  which was sufficient to fund our growth expenditures in both Latin
America and Asia," said Louis R. Hughes, General Motors executive vice president
and president of GM International Operations.

          For the remainder of GM  International  Operations,  which include the
Latin American and Asia and Pacific  Operations,  income totaled $166 million in
the fourth quarter of 1997, and $668 million for  calendar-year  1997,  compared
with $254  million in the  1996-fourth-quarter  period,  and $754 million in the
1996 calendar year.

          Results in the fourth  quarter of 1997 were  affected  by  significant
economic  volatility  in Brazil,  and the  start-up  of a new plant in  Rosario,
Argentina.

       COMPETITIVENESS STUDIES

          As  previously  reported  by  GM,  the  global  automotive   industry,
including the automotive  components and systems market, has become increasingly
competitive  and  is  presently   undergoing   significant   restructuring   and
consolidation activities.  All of the major industry participants are continuing
to increase their focus on efficiency  and cost  improvements,  while  announced
capacity  increases  for the North  American  market and excess  capacity in the
European market have led to continuing  price  pressures.  As a result,  GM-NAO,
Delphi,  Delco  Electronics,  and GMIO initiated  studies in 1997 concerning the
long-term  competitiveness  of all facets of their  businesses  (Competitiveness
Studies). These studies were performed in conjunction with GM's current business
planning cycle and were substantially completed in December of 1997.

          Based on the  results of these  Competitiveness  Studies,  GM recorded
pretax charges  against income totaling $6.4 billion ($4.0 billion after taxes).
Following are the components of the after-tax charges:

       $2.4 billion:    Under-performing assets, including both
                        vehicle and component-manufacturing ssets
       $0.8 billion:    Capacity reductions
       $0.3 billion:    Assets held for disposal, primarily related
                        to Delphi seating, lighting, and coil
                        spring operations
       $0.5 billion:    Other, primarily related to losses on
                        contracts associated with retail-lease
                        commitments

          The amount included for  under-performing  assets  represents  charges
recorded  pursuant to the  accounting  standard  for  impairment  of  long-lived
assets,  Statement of Financial Accounting Standards No. 121. In accordance with
this standard,  GM evaluated the book values of its long-lived  assets as events
and  circumstances  of the industry  changed.  Long-lived  assets are considered
impaired when the aggregate,  anticipated,  undiscounted  future cash flows from
such assets are  separately  identifiable  and less than their  respective  book
values. In addition,  future capital spending for under-performing  vehicles and
component lines will be evaluated for impairment.




                                        - 6-
          The amount included for capacity reductions represents post-employment
benefits  payable to employees,  pursuant to contractual  agreements,  and costs
associated  with the  disposal  of  assets at  facilities  subject  to  capacity
reductions.  This includes the previously  announced actions concerning GM-NAO's
Buick City Assembly and V-6  Powertrain  plants in Flint,  Mich.;  Detroit Truck
Assembly,  in Detroit,  Mich.;  Delphi's Livonia  leaf-spring  plant in Livonia,
Mich.; and certain GMIO facilities in Europe.

          Future  charges  related to these  competitiveness  studies may result
from   Delphi's   fix/close/sell   strategy  and  future  cost   reductions   in
international operations. GM will continue to monitor the competitiveness of all
aspects of its businesses and such studies will be undertaken when and as market
conditions warrant.

       STRIKE RELATED IMPACT

          Reported  and  adjusted  results  for both the 1997 and 1996  calendar
years include the unfavorable  impact of strike-related  production  losses. The
after-tax  unfavorable impact was $330 million, or $0.45 per share, in 1997, and
$1.2 billion, or $1.56 per share, in 1996. The after-tax  unfavorable impact for
GM-NAO  was $238  million  in 1997,  and $920  million  in 1996.  The  after-tax
unfavorable  impact at Delphi was $70 million in 1997, and $206 million in 1996.
The after-tax  unfavorable  impact at Delco Electronics was $22 million in 1997,
and $75 million in 1996.

       PROFIT SHARING

          As a result of the profits generated in 1997 by GM's operations in the
United  States,  profit-sharing  payments will be made in 1998 to  approximately
239,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$750. This is a record payout,  excluding the impact of EDS in prior years,  and
is  approximately  $100 higher than the amount called for by the  profit-sharing
formula.  This  increase  in the payout  amount is  intended  to  recognize  the
contribution  of  employees  to  General   Motors'   success  in  1997.   Unions
representing  hourly  employees  agreed  with the  decision.  This is the fourth
consecutive year that profit-sharing  payments have been made to U.S. employees.
Profits  generated in 1996 resulted in a profit-sharing  payout of approximately
$300.

          General  Motors also  announced  today that more than 70,000  eligible
salaried  employees will receive  incentive  payments  under a salaried  program
supplemented  by a separate fund to recognize  employees'  contributions  to the
overall performance of the company during 1997. The 1997 salaried cash payout is
either one percent of an employee's base salary  earnings or $750,  whichever is
higher.

          In addition to the cash  payout,  for the first time in the  industry,
eligible  salaried  employees  in the United  States and Canada  will be granted
options to purchase General Motors stock. A total of 4.7 million options will be
awarded  with  individual  grants  of  options  ranging  from 25 to 100  shares,
depending upon level of  responsibility.  The granting of these stock options to
non-executive  salaried  employees  is aimed at further  aligning  the  personal
financial  success  of  salaried  employees  with  that  of  the  company,   and
encouraging  employees  to think and act like  owners of the  business.  General
Motors hopes to continue the  stock-option  program in future  years,  depending
upon business performance.

                                    # # #
HIGHLIGHTS ATTACHED
                                    - 7 -


     HIGHLIGHTS - Q4 Adjusted for Special Items - With
     Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                               Three Months Ended
                               December 31, 1997
                           ----------------------------------
                                     Special Items
                                    ---------------
                                      (1)     (2)
                                     Comp.   Hughes     (3)
                           Reported Studies  Trans.  Adjusted
                           -------- -------  ------  --------
     Net sales and revenues$39,458   $(459)     $ -  $39,917
                            ------  ------   ------   ------
     Cost and expenses:
       Cost of sales        34,456   1,671        -   32,785
       Selling, general,
         and admin.expenses  3,923       -        -    3,923
       Depreciation and
         amort. expenses     6,176   4,095        -    2,081
                            ------  ------   ------   ------
     Total costs and
       expenses             44,555   5,766        -   38,789
                            ------  ------   ------   ------
     Operating(loss)income  (5,097) (6,225)       -    1,128
     Other income(loss)less
       income deductions     5,154     (72)   4,269      957
     Interest expense          308       -        -      308
                            ------  ------   ------   ------
     Income (loss) before
       income taxes and
       minority interests     (251) (6,297)   4,269    1,777
     Income tax (credit)
       expense              (1,773) (2,347)       -      574
                            ------  ------   ------   ------
     Income (loss) after
       income taxes          1,522  (3,950)   4,269    1,203
     Minority interests         16       -        -       16
     Earnings (losses) of
       noncons. affiliates     199     (89)       -      288
                            ------  ------   ------   ------

     Net income (loss)      $1,737 $(4,039)  $4,269   $1,507
                            ======  ======   ======   ======

     $1-2/3 par value basic
       EPS from continuing
       operations            $2.36  $(5.75)   $6.08    $2.03

     Gross profit margin      12.7%                     17.9%
     Effective income tax
       (credit) rate        (706.4%)                    32.3%
     Net profit margin         4.4%                      3.8%


      See footnotes beginning on page 14.


                                                                       continues















                                - 8 -



     HIGHLIGHTS - Q4 Adjusted for Special Items - With Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                          Three Months Ended
                                           December 31, 1996
                                         --------------------
                                                       (4)
                                         Reported    Adjusted
                                         --------    --------
     Net sales and revenues              $35,966     $35,966
                                          ------      ------
     Costs and expenses:
       Cost of sales                      31,088      30,818
       Selling, general, and
         administrative expenses           3,574       3,574
       Depreciation and amortization
         expenses                          1,710       1,710
       Plant closing adjustment             (318)          -
                                          ------      ------
     Total costs and expenses             36,054      36,102
                                          ------      ------
     Operating loss                          (88)       (136)
     Other income less income deductions     488         636
     Interest expense                        195         195
                                          ------      ------
     Income before income taxes and
       minority interests                    205         305
     Income tax credit                      (262)       (224)
                                          ------      ------
     Income after income taxes               467         529
     Minority interests                       35          35
     Earnings of nonconsolidated
       affiliates                            284         284
                                          ------      ------
     Net income                             $786        $848
                                          ======      ======

     $1-2/3 par value basic EPS from
       continuing operations               $0.92       $1.00

     Gross profit margin                    13.6%       14.3%
     Effective income tax (credit) rate   (127.8%)     (73.4%)
     Net profit margin                       2.2%        2.4%


      See footnotes beginning on page 14.


                                                                       continues
























                                - 9 -



     HIGHLIGHTS - Q4 Adjusted for Special Items By Sector
     (Dollars in Millions)
                                   Three Months Ended
                                    December 31, 1997
                           -----------------------------------
                                     Special Items      (3)
                                    ----------------
                           Reported   (1)      (2)   Adjusted
                           Income    Comp.   Hughes   Income
                           (Loss)   Studies  Trans.   (Loss)
                           -------  -------  -------  -------

     GM-NAO               $(1,747) $(2,383)     $ -     $636
     Delphi                  (605)    (870)       -      265
     GMIO (5)                (461)    (658)       -      197
     Hughes earnings          259        -        -      259
     GMAC                     279        -        -      279
     Other                  4,012     (128)   4,269     (129)
                           ------   ------   ------   ------
     Consolidated income
       (loss)              $1,737  $(4,039)  $4,269   $1,507
                           ======   ======   ======   ======


                                  Three Months Ended
                                   December 31, 1996
                           -----------------------------------
                                                        (4)
                           Reported                   Adjusted
                           Income       Special       Income
                           (Loss)        Items        (Loss)
                           -------      -------       -------

     GM-NAO                   $27          $144        $(117)
     Delphi                  (146)         (202)          56
     GMIO (5)                 353             -          353
     Hughes earnings          281            (4)         285
     GMAC                     274             -          274
     Other                     (3)            -           (3)
                           ------        ------       ------
     Consolidated income
       (loss)                $786          $(62)        $848
                           ======        ======       ======


      See footnotes beginning on page 14.


                                                                       continues
























                               - 10 -



     HIGHLIGHTS - Q4 Automotive Sectors
     Special Item Analysis
     (Dollars in Millions)
                                   Three Months Ended
                                    December 31, 1997
                              -------------------------------

                                                         (5)
                               GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $25,527      $6,830      $9,024
                              ------      ------      ------
     Pre-tax loss             (2,826)       (902)       (807)
     Income tax credit        (1,132)       (319)       (308)
     Equity income (loss) and
       minority interests        (53)        (22)         38
                              ------      ------      ------
     Net loss                $(1,747)      $(605)      $(461)
                              ======      ======      ======

     Net loss margin            (6.8%)      (8.9%)      (5.1%)
     Effective income tax
       (credit) rate           (40.1%)     (35.4%)     (38.2%)


     Competitiveness Studies(1)
     -----------------------

     Net sales and revenues    $(450)        $ -         $(9)
                              ------      ------      ------
     Pre-tax loss             (3,708)     (1,362)     (1,022)
     Income tax credit        (1,396)       (502)       (373)
     Equity income (loss) and
       minority interests        (71)        (10)         (9)
                              ------      ------      ------
     Net loss                $(2,383)      $(870)      $(658)
                              ======      ======      ======

     Adjusted(3)
     --------

     Net sales and revenues  $25,977      $6,830      $9,033
                              ------      ------      ------
     Pre-tax income              882         460         215
     Income tax expense          264         183          65
     Equity income (loss) and
       minority interests         18         (12)         47
                              ------      ------      ------
     Net income                 $636        $265        $197
                              ======      ======      ======

     Net profit margin           2.4%        3.9%        2.2%
     Effective income tax rate  29.9%       39.8%       30.2%


      See footnotes beginning on page 14.


                                                                       continues











                               - 11 -



     HIGHLIGHTS - Q4 Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                    Three Months Ended
                                     December 31, 1996
                              ------------------------------

                                                       (5)
                              GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $22,503      $6,137      $8,893
                              ------      ------      ------
     Pre-tax (loss) income      (187)       (226)        309
     Income tax credit          (215)        (62)        (37)
     Equity income (loss) and
       minority interests         (1)         18           7
                              ------      ------      ------
     Net income (loss)           $27       $(146)       $353
                              ======      ======      ======

     Net profit (loss) margin    0.1%       (2.4%)       4.0%
     Effective income tax
       (credit) rate          (115.0%)     (27.4%)     (12.0%)


     Special Items
     -------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax income (loss)       233        (326)          -
     Income tax expense
       (credit)                   89        (124)          -
     Equity income and
       minority interests          -           -           -
                              ------      ------      ------
     Net income (loss)          $144       $(202)        $ -
                              ======      ======      ======


     Adjusted(4)
     --------

     Net sales and revenues  $22,503      $6,137      $8,893
                              ------      ------      ------
     Pre-tax (loss) income      (420)        100         309
     Income tax (credit)
       expense                  (304)         62         (37)
     Equity income (loss) and
       minority interests         (1)         18           7
                              ------      ------      ------
     Net (loss) income         $(117)        $56        $353
                              ======      ======      ======

     Net (loss) profit margin   (0.5%)       0.9%        4.0%
     Effective income tax
       (credit) rate           (72.4%)      62.0%      (12.0%)


      See footnotes beginning on page 14.


                                                                       continues









                               - 12 -

HIGHLIGHTS - Q4 Operating Information
                                    Three Months Ended
                                        December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             699          581
                        Trucks           599          504
                                      ------       ------
         Total United States           1,298        1,085
       Canada and Mexico                 152          122
                                      ------       ------
           Total North America         1,450        1,207
       International                     763          779
                                      ------       ------
             Total Worldwide           2,213        1,986
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  216          188
                 - Trucks                382          370
       Pontiac                           132          129
       GMC                               117          118
       Buick                             113           93
       Oldsmobile                         77           75
       Saturn                             52           62
       Cadillac                           44           45
       Other                               5            5
                                      ------       ------
         Total United States           1,138        1,085
     Canada and Mexico                   162          124
                                      ------       ------
         Total North America           1,300        1,209
                                      ------       ------
     International
       Europe                            424          386
       Latin America, Africa and
         the Middle East                 192          180
       Asia and Pacific                  130          151
                                      ------       ------
         Total International             746          717
                                      ------       ------
             Total Worldwide           2,046        1,926
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           32.2%        31.2%
         Trucks                         28.9%        29.1%
           Total                        30.6%        30.2%
       Total North America              30.5%        30.1%
       Western Europe                   11.1%        11.2%
       Latin America                    18.9%        18.2%
       Asia and Pacific                  4.1%         4.3%
             Total Worldwide            15.8%        15.4%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.0%        22.3%
       % Fleet Sales - Trucks           12.4%        11.3%
       Total vehicles                   20.2%        17.2%
     .....................................................
     Days Supply of Inventory - U.S.
     Gross Landed Stock
       Cars                                92          93
       Trucks                              97          97
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)   100.5%        79.9%
     .....................................................
     Retail Incentives ($ per unit)
       GM-NAO                         $1,148         $739
     ....................................................

      See footnotes beginning on page 14.
                                                                       continues


                               - 13 -


HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                     Three Months Ended
                                        December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Earnings Attributable to Common Stocks
       $1-2/3 par value               $1,654         $696
       Class H (6)                       $65          $70
       Class H (7)                        $2           $-
     ....................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $2.36        $0.92
       Class H (6)                     $0.63        $0.70
       Class H (7)                     $0.02           $-
     ....................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $2.33        $0.91
       Class H (6)                     $0.63        $0.70
       Class H (7)                     $0.02           $-
     ....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                $0.50        $0.40
       Class H (6)                     $0.25        $0.24
       Class H (7)                        $-           $-
      ....................................................
     Depreciation and Amortization(8)
       Depreciation                   $2,693       $1,084
       Amortization of special tools   3,407          579
       Amortization of intangible
         assets                           76           47
                                      ------       ------
            Total                     $6,176       $1,710
                                      ======       ======
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GM-NAO                            237          245
       Delphi                            210          179
       GMIO                              116          111
       GMAC                               21           17
       Hughes                             15           86
       Other                               9            9
                                      ------       ------
         Total                           608          647
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $7,617       $7,345
     ....................................................
     Book Value Per Share of Common Stocks
                                  December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
       $1-2/3 par value               $23.44       $27.95
       Class H                        $11.72       $13.97
     ....................................................

     (1) During  December 1997,  GM-NAO,  Delphi,  Delco  Electronics,  and GMIO
         substantially    completed    studies    concerning    the    long-term
         competitiveness  of all  facets  of their  businesses  (Competitiveness
         Studies). These studies were performed in conjunction with GM's current
         business planning cycle. Based on the results of these  Competitiveness
         Studies,  GM recorded  pre-tax  charges  against  income  totaling $6.4
         billion ($4.0 billion  after-tax or $5.75 per share of $1-2/3 par value
         common stock) in the fourth-quarter of 1997.


                                   continues



                               - 14 -

HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

     (2) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3  billion or $6.08 per share of $1-2/3 par value common stock in
         the fourth quarter of 1997.
     (3) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items.
     (4) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items. The adjusted amounts include the unfavorable  effects of
         strike-related  work stoppages which occurred during the fourth quarter
         of 1996.  The  unfavorable  after-tax  impact of the work stoppages was
         $700  million,  or $0.91 per share of $1-2/3  par value  common  stock,
         including the  unfavorable  after-tax  effects for GM-NAO and Delphi of
         $544 million and $111 million, respectively.
     (5) GMIO includes:                Three Months Ended
                                          December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
           GM Europe                   $(457)         $99
           Other GMIO                     (4)         254
                                    ---------   ---------
           Reported net(loss)income    $(461)        $353
                                    =========   =========
           GM Europe                     $31          $99
           Other GMIO                    166          254
                                    ---------   ---------
           Adjusted net income -
             excluding special items    $197         $353
                                    =========   =========
     (6) Data relates to the period ending  December 17, 1997, the date on which
         GM  recapitalized  the  Class H common  stock  ("GM's  Recapitalization
         Date").
     (7) Data  relates  to the  period  beginning  December  18,  1997,  through
         December 31, 1997, which is subsequent to GM's Recapitalization Date.
     (8) Calculated with financing and insurance operations on an
         equity basis.






























                               - 15 -



     HIGHLIGHTS - Year Ended Adjusted for Special Items -
     With Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                     Year Ended
                                  December 31, 1997
                           -----------------------------------
                                      Special Items
                                     ---------------
                                        (1)     (2)
                                       Comp.   Hughes   Sub-
                           Reported   Studies  Trans.  Total
                           --------   -------  ------  -------
     Net sales and revenues$153,781    $(459)     $ - $154,240
                            -------   ------   ------   -------
     Cost and expenses:
       Cost of sales        129,962    1,671        -  128,291
       Selling, general,
         and admin.expenses  13,254        -        -   13,254
       Depreciation and
         amort. expenses     11,803    4,095        -    7,708
       Plant closing expense     80        -        -       80
                            -------   ------   ------  -------
     Total costs and
       expenses             155,099    5,766        -  149,333
                            -------   ------   ------  -------
     Operating (loss)income  (1,318)  (6,225)       -    4,907
     Other income (loss)
       less income
       deductions             7,836      (72)   4,269    3,639
     Interest expense           971        -        -      971
                             ------   ------   ------   ------
     Income (loss) before
       income taxes and
       minority interests     5,547   (6,297)   4,269    7,575
     Income tax expense
       (credit)                 155   (2,347)       -    2,502
                             ------   ------   ------   ------
     Income (loss) after
       income taxes           5,392   (3,950)   4,269    5,073
     Minority interests          66        -        -       66
     Earnings (losses) of
       noncons. affiliates    1,240      (89)       -    1,329
                             ------   ------   ------   ------
     Net income (loss)       $6,698  $(4,039)  $4,269   $6,468
                             ======   ======   ======   ======

     $1-2/3 par value basic
       EPS from continuing
       operations             $8.70   $(5.59)   $5.91    $8.38

     Gross profit margin       15.5%
     Effective income
       tax rate                 2.8%
     Net profit margin          4.4%


     See footnotes beginning on page 23.


                                   continues












                               - 16 -



     HIGHLIGHTS - Year Ended Adjusted for Special Items - With
     Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                        Year Ended
                                     December 31, 1997
                               ------------------------------
                                            Other
                                Sub-       Special    (3)
                                Total       Items   Adjusted
                                -------    -------  --------
     Net sales and revenues    $154,240         $-  $154,240
                                -------     ------   -------
     Cost and expenses:
       Cost of sales            128,291          -   128,291
       Selling, general,
         and admin. expenses     13,254          -    13,254
       Depreciation and
         amortization expenses    7,708          -     7,708
       Plant closing expense         80         80         -
                                -------     ------   -------
     Total costs and expenses   149,333         80   149,253
                                -------     ------   -------
     Operating income (loss)      4,907        (80)    4,987
     Other income less
       income deductions          3,639        706     2,933
     Interest expense               971          -       971
                                 ------     ------    ------
     Income before income taxes
       and minority interests     7,575        626     6,949

     Income tax expense           2,502        200     2,302
                                 ------     ------    ------
     Income after income taxes    5,073        426     4,647
     Minority interests              66          -        66
     Earnings of nonconsolidated
       affiliates                 1,329          -     1,329
                                 ------     ------    ------
     Net income                  $6,468       $426    $6,042
                                 ======     ======    ======

     $1-2/3 par value basic EPS
       from continuing operations $8.38      $0.48     $7.90

     Gross profit margin                                16.8%
     Effective income tax rate                          33.1%
     Net profit margin                                   3.9%


     See footnotes beginning on page 23.


                                   continues





















                               - 17 -



     HIGHLIGHTS - Year Ended Adjusted for Special Items -
     With Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                              Year Ended
                                           December 31, 1996
                                        ---------------------
                                                       (3)
                                        Reported     Adjusted
                                        --------     --------
     Net sales and revenues             $145,427    $145,427
                                         -------     -------
     Costs and expenses:
       Cost of sales                     123,966     123,696
       Selling, general and
         administrative expenses          11,827      11,827
       Depreciation and amortization
         expenses                          7,145       7,145
       Plant closing adjustments            (727)          -
                                         -------     -------
     Total costs and expenses            142,211     142,668
                                         -------     -------
     Operating income                      3,216       2,759
     Other income less income deductions   2,056       2,084
     Interest expense                        859         859
                                          ------      ------
     Income before income taxes and
       minority interests                  4,413       3,984
     Income tax expense                      885         719
                                          ------      ------
     Income after income taxes             3,528       3,265
     Minority interests                       56          56
     Earnings of nonconsolidated
       affiliates                          1,369       1,369
                                          ------      ------
     Income from continuing operations     4,953       4,690
     Income from discontinued operations      10          10
                                          ------      ------
     Net income                           $4,963      $4,700
                                          ======      ======

     $1-2/3 par value basic EPS from
       continuing operations               $6.07       $5.74

     Gross profit margin                    14.8%       14.9%
     Effective income tax rate              20.1%       18.0%
     Net profit margin                       3.4%        3.2%


     See footnotes beginning on page 23.


                                   continues




















                               - 18 -


     HIGHLIGHTS - Year Ended Adjusted for Special Items
     By Sector
     (Dollars in Millions)
                                      Year Ended
                                   December 31, 1997
                           ----------------------------------
                                     Special Items
                                    ----------------
                           Reported   (1)     (2)
                           Income    Comp.   Hughes    Sub-
                           (Loss)   Studies  Trans.   Total
                           ------   -------  ------   ------

     GM-NAO                  $(86) $(2,383)     $ -   $2,297
     Delphi                   (60)    (870)       -      810
     GMIO (4)                 481     (658)       -    1,139
     Hughes earnings        1,276        -        -    1,276
     GMAC                   1,301        -        -    1,301
     Other                  3,786     (128)   4,269     (355)
                           ------   ------   ------   ------
     Consolidated income
       (loss) from continuing
       operations          $6,698  $(4,039)  $4,269   $6,468
                           ======   ======   ======   ======

                                      Year Ended
                                  December 31, 1997
                              -------------------------------
                                                        (3)
                                          Other      Adjusted
                               Sub-       Special      Income
                              Total       Items        (Loss)
                              ------      -------     ------

     GM-NAO                   $2,297          $-      $2,297
     Delphi                      810         (50)        860
     GMIO (4)                  1,139         158         981
     Hughes earnings           1,276         318         958
     GMAC                      1,301           -       1,301
     Other                      (355)          -        (355)
                              ------      ------      ------
     Consolidated income
       from continuing
       operations             $6,468        $426      $6,042
                              ======      ======      ======

                                      Year Ended
                                   December 31, 1996
                              -------------------------------
                                                        (3)
                              Reported                Adjusted
                              Income      Special      Income
                              (Loss)      Items        (Loss)
                              ------      -------     ------

     GM-NAO                     $730        $397        $333
     Delphi                      526        (202)        728
     GMIO (4)                  1,532           -       1,532
     Hughes earnings           1,151          68       1,083
     GMAC                      1,240           -       1,240
     Other                      (226)          -        (226)
                              ------      ------      ------
     Consolidated income
       from continuing
       operations             $4,953        $263      $4,690
                              ======      ======      ======


     See footnotes beginning on page 23.


                                   continues




                               - 19 -


     HIGHLIGHTS - Year Ended Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                     Year Ended
                                   December 31, 1997
                             -------------------------------
                                                       (4)
                             GM-NAO       Delphi       GMIO
                             -------      -------     -------
     Reported
     --------

     Net sales and revenues $100,256     $26,316     $35,659
                             -------     -------     -------
     Pre-tax (loss) income      (408)       (167)        561
     Income tax (credit)
       expense                  (357)        (83)        136
     Equity income (loss) and
       minority interests        (35)         24          56
                             -------     -------     -------
     Net (loss) income          $(86)       $(60)       $481
                             =======     =======     =======

     Net (loss) profit margin   (0.1%)      (0.2%)       1.3%
     Effective income tax
       (credit) rate           (87.5%)     (49.7%)      24.2%


     Competitiveness Studies(1)
     -----------------------

     Net sales and revenues    $(450)        $ -         $(9)
                              ------      ------      ------
     Pre-tax loss             (3,708)     (1,362)     (1,022)
     Income tax credit        (1,396)       (502)       (373)
     Equity income (loss) and
       minority interests        (71)        (10)         (9)
                              ------      ------      ------
     Net loss                $(2,383)      $(870)      $(658)
                              ======      ======      ======

     Other Special Items
     -------------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax (loss) income         -         (80)        216
     Income tax (credit)
       expense                     -         (30)         58
     Equity income (loss) and
       minority interests          -           -           -
                              ------      ------      ------
     Net (loss) income            $-        $(50)       $158
                              ======      ======      ======

     Adjusted(3)
     --------

     Net sales and revenues $100,706     $26,316     $35,668
                             -------     -------     -------
     Pre-tax income            3,300       1,275       1,367
     Income tax expense        1,039         449         451
     Equity income (loss) and
       minority interests         36          34          65
                             -------     -------     -------
     Net income               $2,297        $860        $981
                             =======     =======     =======

     Net profit margin           2.3%        3.3%        2.8%
     Effective income tax rate  31.5%       35.2%       33.0%

     See footnotes beginning on page 23.

                                   continues



                               - 20 -



     HIGHLIGHTS - Year Ended Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                      Year Ended
                                   December 31, 1996
                              -------------------------------
                                                        (4)
                              GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $93,382     $26,002     $35,251
                              ------      ------      ------
     Pre-tax income              608         610       1,786
     Income tax (credit)
       expense                   (85)        134         307
     Equity income (loss) and
       minority interests         37          50          53
                              ------      ------      ------
     Net income                 $730        $526      $1,532
                              ======      ======      ======

     Net profit margin           0.8%        2.0%        4.3%
     Effective income tax
       (credit) rate           (14.0%)      22.0%       17.2%


     Other Special Items
     -------------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax income (loss)       642        (326)          -
     Income tax expense
       (credit)                  245        (124)          -
     Equity income (loss) and
       minority interests          -           -           -
                              ------      ------      ------
     Net income (loss)          $397       $(202)        $ -
                              ======      ======      ======


     Adjusted(3)
     --------

     Net sales and revenues  $93,382     $26,002     $35,251
                              ------      ------      ------
     Pre-tax (loss) income       (34)        936       1,786
     Income tax (credit)
       expense                  (330)        258         307
     Equity income and
       minority interests         37          50          53
                              ------      ------      ------
     Net income                 $333        $728      $1,532
                              ======      ======      ======

     Net profit margin           0.4%        2.8%        4.3%
     Effective income tax
       (credit) rate          (970.6%)      27.6%       17.2%


     See footnotes beginning on page 23.


                                   continues









                               - 21 -

HIGHLIGHTS - Years Ended Operating Information
                                         Years Ended
                                         December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,754        2,647
                        Trucks         2,177        2,026
                                      ------       ------
         Total United States           4,931        4,673
       Canada and Mexico(5)              618          479
                                      ------       ------
           Total North America         5,549        5,152
       International                   3,227        3,111
                                      ------       ------
             Total Worldwide           8,776        8,263
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  981        1,046
                 - Trucks              1,504        1,497
       Pontiac                           609          551
       GMC                               468          464
       Buick                             438          427
       Oldsmobile                        305          331
       Saturn                            251          279
       Cadillac                          183          170
       Other                              27           28
                                      ------       ------
         Total United States           4,766        4,793
     Canada and Mexico(5)                594          470
                                      ------       ------
         Total North America           5,360        5,263
                                      ------       ------
     International
       Europe                          1,845        1,789
       Latin America, Africa and
         the Middle East                 776          691
       Asia and Pacific                  584          625
                                      ------       ------
         Total International           3,205        3,105
                                      ------       ------
     Total Worldwide                   8,565        8,368
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.4%        32.7%
         Trucks                         28.8%        29.0%
           Total                        30.8%        31.0%
       Total North America              30.8%        31.0%
       Western Europe                   11.3%        11.7%
       Latin America                    19.0%        19.2%
       Asia and Pacific                  4.4%         4.6%
             Total Worldwide            16.0%        16.2%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet sales - Cars             25.5%        25.0%
       % Fleet sales - Trucks           13.0%        10.9%
       Total vehicles                   20.0%        19.1%
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    94.4%        82.4%
     .....................................................
     Retail Incentives ($ per unit)
       GM-NAO                         $1,027         $700
     ....................................................

     See footnotes beginning on page 23.

                                   continues




                               - 22 -

HIGHLIGHTS - Years Ended Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                        Years Ended
                                        December 31,
                                   ----------------------
                                         1997        1996
                                   ----------  ----------
     ....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value               $6,276       $4,584
       Class E                            $-          $15
       Class H(6)                       $322         $283
       Class H(7)                         $2           $-
     ....................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $8.70        $6.06
       Class E                            $-        $0.04
       Class H(6)                      $3.17        $2.88
       Class H(7)                      $0.02           $-
     ....................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $8.62        $6.02
       Class E                             $-       $0.04
       Class H(6)                      $3.17        $2.88
       Class H(7)                      $0.02           $-
     ....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                $2.00        $1.60
       Class E                            $-        $0.30
       Class H(6)                      $1.00        $0.96
       Class H(7)                         $-           $-
       ..................................................
       Depreciation and Amortization(8)
       Depreciation                    $5,901      $4,139
       Amortization of special tools    5,674       2,856
       Amortization of intangible
         assets                           228         150
                                       ------      ------
                                      $11,803      $7,145
                                       ======      ======
     ....................................................
     Worldwide Payrolls - Continuing
       Operations                     $30,445     $29,807
     ....................................................
     (1) During December 1997, GM-NAO, Delphi, Delco Electronics,
         and GMIO  substantially  completed  studies  concerning  the  long-term
         competitiveness  of all  facets  of their  businesses  (Competitiveness
         Studies). These studies were performed in conjunction with GM's current
         business planning cycle. Based on the results of these  Competitiveness
         Studies,  GM recorded  pre-tax  charges  against  income  totaling $6.4
         billion ($4.0 billion  after-tax or $5.59 per share of $1-2/3 par value
         common stock) in 1997.
     (2) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3 billion or $5.91 per share of $1-2/3 par value common stock.
     (3) Adjusted  amounts  represent  the reported  amounts less the effects of
         special  items.  The  adjusted  amounts  for 1997 and 1996  include the
         unfavorable effects of strike-related  work stoppages.  The unfavorable
         after-tax impacts of the work stoppages were $330 million, or $0.45 per
         share of $1-2/3 par value common stock,  in 1997 and $1.2  billion,  or
         $1.56  per  share of  $1-2/3  par  value  common  stock,  in 1996.  The
         unfavorable  after-tax  impacts for GM-NAO  were $238  million and $920
         million  in 1997 and  1996,  respectively.  The  unfavorable  after-tax
         impacts for Delphi were $70 million and $206  million in 1997 and 1996,
         respectively.
                                   continues




                               - 23 -

HIGHLIGHTS - Years Ended Other Financial Information
(Dollars in Millions)

     (4) GMIO includes:                   Years Ended
                                          December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
           GM Europe                     $(17)       $778
           Other GMIO                     498         754
                                    ---------   ---------
           Reported net income           $481      $1,532
                                    =========   =========
           GM Europe                     $313        $778
           Other GMIO                     668         754
                                    ---------   ---------
           Adjusted net income -
             excluding special items     $981      $1,532
                                    =========   =========
     (5) Total unit  sales for GM  Canada,  which  includes  factory  and import
         sales,  were  1,310,590  units and 1,075,233  units for the years ended
         December 31, 1997 and 1996, respectively. Net sales and revenues for GM
         Canada were $24.3  billion  ($Cdn 33.6 billion) and $20.0 billion ($Cdn
         27.3  billion)  for  the  years  ended  December  31,  1997  and  1996,
         respectively.
     (6) Data relates to the period ending  December 17, 1997, the date on which
         GM  recapitalized  the  Class H common  stock  ("GM's  Recapitalization
         Date").
     (7) Data  relates  to the  period  beginning  December  18,  1997,  through
         December 31, 1997, which is subsequent to GM's Recapitalization Date.
     (8) Calculated with financing and insurance operations on an
         equity basis.






































                               - 24 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME

                                                  Years Ended December 31,     
                                             1997          1996         1995 
                                             ----          ----         ---- 
                                (Dollars in Millions Except Per Share Amounts)

Net sales and revenues
Manufactured products                     $153,683     $145,341      $143,666
Financial services                          12,762       12,674        11,664
Other income                                11,239        5,998         4,924
                                          --------     --------      --------
    Total net sales and revenues           177,684      164,013       160,254
                                           -------      -------       -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below          129,948      123,922       121,300
Selling, general and administrative 
  expenses                                  16,192       14,580        12,550
Depreciation and amortization expenses      16,616       11,840        11,213
Interest expense                             6,113        5,695         5,182
Plant closing expense (adjustments)             80         (727)            -
Other deductions                             1,021        2,083         1,678
                                          --------     --------      --------
    Total costs and expenses               169,970      157,393       151,923
                                           -------      -------       -------

Income from continuing operations before
  income taxes and minority interests        7,714        6,620         8,331
Income taxes                                 1,069        1,723         2,316
Minority interests                              53           56            18
                                           -------       ------       -------
Income from continuing operations before 
  cumulative effect of accounting change     6,698        4,953         6,033
Income from discontinued operations              -           10           900
Cumulative effect of accounting change           -            -           (52)
                                         ---------    ---------       --------
    Net income                               6,698        4,963         6,881
Premium on exchange of/tender offer for
  preference stocks                             26            -           153
Dividends on preference stocks                  72           81           211
                                          --------     --------       -------
    Earnings on common stocks               $6,600       $4,882        $6,517
                                             =====        =====         =====

Basic earnings per share attributable to common stocks

$1-2/3 par value common stock
  Continuing operations                      $8.70        $6.07         $7.14
  Discontinued operations                        -        (0.01)         0.14
  Cumulative effect of accounting change         -            -         (0.07)
                                             ------      -------         ---- 
    Earnings per share attributable to 
      $1-2/3 par value                       $8.70        $6.06         $7.21
                                              ====         ====          ====

Income from discontinued operations 
  attributable to Class E                    $   -        $0.04         $1.96
                                            ------         ----          ----
Earnings per share attributable to Class H 
  (prior to its recapitalization on 
   December 17, 1997)                        $3.17        $2.88         $2.77
Earnings per share attributable to Class H 
  (subsequent to its recapitalization on 
   December 17, 1997)                        $0.02        $   -         $   -
                                              ----         ----          ----

Diluted earnings per share attributable to common stocks

$1-2/3 par value common stock
  Continuing operations                       $8.62        $6.03        $7.14
  Discontinued operations                        -         (0.01)        0.14
  Cumulative effect of accounting change         -            -         (0.07)
                                               ----         ----         ---- 
    Earnings per share attributable to 
      $1-2/3 par value                        $8.62        $6.02        $7.21
                                               ====         ====         ====

Income from discontinued operations 
  attributable to Class E                     $   -        $0.04        $1.96
                                               ----         ----         ----

Earnings per share attributable to Class H 
  (prior to its recapitalization on 
  December 17, 1997)                          $3.17        $2.88        $2.77
Earnings per share attributable to Class H 
  (subsequent to its recapitalization on 
   December 17, 1997)                         $0.02        $   -        $   -
                                               ----         -----        -----




                                    - 25 -


<PAGE>



                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                                             December 31,      
                        ASSETS                             1997         1996
                                                           ----         ----
                                                         (Dollars in Millions)

Cash and cash equivalents                               $11,262       $14,063
Other marketable securities                              11,722         8,199
                                                         ------      --------
  Total cash and marketable securities                   22,984        22,262
Finance receivables - net                                58,870        57,550
Accounts and notes receivable (less allowances)           7,493         6,557
Inventories (less allowances)                            12,102        11,898
Deferred income taxes                                    22,478        19,510
Equipment on operating leases (less accumulated 
  depreciation)                                          33,302        30,112
Property - net                                           34,567        37,504
Intangible assets - net                                  11,469        12,691
Other assets                                             25,623        24,058
                                                       --------      --------
    Total assets                                       $228,888      $222,142
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts payable (principally trade)                    $15,782       $14,221
Notes and loans payable                                  93,027        85,300
Deferred income taxes                                     4,267         3,207
Postretirement benefits other than pensions              41,168        43,190
Pensions                                                                6,691
7,599
Other liabilities                                        49,498        45,115
                                                       --------      --------
    Total liabilities                                   210,433       198,632
                                                        -------       -------

Minority interests                                          727            92
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding solely
  junior subordinated debentures of General Motors
    Series D                                                 79             -
    Series G                                                143             -

Stockholders' equity
Preference stocks                                             1             1
Common stocks
  $1-2/3 par value (issued, 693,456,394 and 
    756,619,625 shares)                                   1,156         1,261
  Class H (issued, 100,075,000 shares in 1996)                -            10
  Class H (issued, 103,885,803 shares in 1997)               10             -
Capital surplus (principally additional paid-in capital) 15,369        19,189
Retained earnings                                         5,416         6,137
    Subtotal                                             21,952        26,598
Accumulated foreign currency translation adjustments       (888)         (113)
Net unrealized gains on securities                          504           423
Minimum pension liability adjustment                     (4,062)       (3,490)
                                                          -----         ----- 
      Total stockholders' equity                         17,506        23,418
    Total liabilities and stockholders' equity         $228,888      $222,142












                                    - 26 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Years Ended December 31,
                                                    1997        1996        1995
                                                        (Dollars in Millions)

Cash flows from operating activities
  Income from continuing operations before 
    cumulative effect of accounting change      $6,698       $4,953      $6,033
  Adjustments to reconcile income from 
    continuing operations before cumulative 
    effect of accounting change to net cash 
    provided by operating activities
      Depreciation and amortization expenses    16,616       11,840      11,213
      Gain on Hughes Defense spin-off           (4,269)           -           -
      Net (payments and VEBA contribution) 
        expense - postretirement benefits 
        other than pensions                     (1,425)       1,575       1,684
      Net expense (contributions) - pensions       240          801      (2,932)
      Originations and purchases of mortgage 
        loans                                  (30,878)     (19,455)    (12,086)
      Proceeds on sales of mortgage loans       28,543       18,157      11,613
      Originations and purchases of mortgage 
        securities                              (2,516)        (970)       (515)
      Proceeds on sales of mortgage securities   1,449          758         533
      Change in other investments, misc. 
        assets, etc.                            (1,837)        (713)       (510)
      Change in other operating assets and 
        liabilities                              2,237          184         751
      Other                                       (607)       1,379         765
                                               -------       ------     -------
Net cash provided by operating activities       14,251       18,509      16,549
                                                ------       ------      ------

Cash flows from investing activities
  Expenditures for property                    (10,320)      (9,949)     (8,786)
  Investments in other marketable securities 
    - acquisitions                             (30,897)     (27,431)    (17,794)
  Investments in other marketable securities 
    - liquidations                              29,279       24,966      17,254
  Finance receivables - acquisitions          (163,614)    (155,477)   (163,033)
  Finance receivables - liquidations           129,577      120,253     134,265
  Finance receivables - other                    1,354          312         244
  Proceeds from sales of finance receivables    31,191       36,657      25,389
  Operating leases - acquisitions              (19,879)     (18,494)    (15,125)
  Operating leases - liquidations               12,467       10,507       6,268
  Proceeds from borrowings of Hughes Defense
    prior to the Hughes Defense spin-off         4,006            -           -
  Investments in companies, net of cash 
    acquired                                    (2,296)       (167)        (381)
  Special inter-company payment from EDS             -         500            -
  Other                                            378         980         (358)
                                              --------     --------    -------- 
Net cash used in investing activities          (18,754)    (17,343)     (22,057)
                                                ------       ------      ------ 

Cash flows from financing activities
  Net increase in loans payable                  5,069         662        6,227
  Increase in long-term debt                    14,971      15,933       11,242
  Decrease in long-term debt                   (12,429)    (12,810)      (9,580)
  Repurchases of common and preference stocks   (4,365)       (251)      (1,681)
  Proceeds from issuing common stocks              614         480          453
  Cash dividends paid to stockholders           (1,645)     (1,530)      (1,328)
                                                 -----        -----       ----- 
Net cash provided by financing activities        2,215       2,484        5,333
                                                ------       ------      ------

Effect of exchange rate changes on cash and 
  cash equivalents                                (513)       (185)         146
                                                ------      ------        -----
Net cash (used in) provided by continuing 
  operations                                    (2,801)      3,465          (29)
Net cash provided by discontinued operations         -         103          193
Net (decrease) increase in cash and cash 
  equivalents                                   (2,801)      3,568          164
Cash and cash equivalents at beginning of 
  the year                                      14,063      10,495       10,331
Cash and cash equivalents at end of 
  the year                                     $11,262     $14,063      $10,495





                                    - 27 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

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

                                                 Years Ended December 31,
                                               1997       1996        1995
                                               ----       ----        ----
                                                  (Dollars in Millions)

Net sales and revenues                     $153,781    $145,427    $143,754
                                            -------     -------     -------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below         129,962     123,966     121,312
  Selling, general, and administrative 
    expenses                                 13,254      11,827      10,195
  Depreciation and amortization expenses     11,803       7,145       6,787
  Plant closing expense (adjustments)            80        (727)          -
                                            -------     -------     -------
    Total costs and expenses                155,099     142,211     138,294
                                            -------     -------     -------

Operating (loss) income                      (1,318)      3,216       5,460

Other income less income deductions           7,836       2,056       1,150
Interest expense                                971         859         344
                                             ------     -------     -------
Income from continuing operations before income
  taxes, minority interests, and earnings of
  nonconsolidated affiliates                  5,547       4,413       6,266
Income taxes                                    155         885       1,563
                                             ------     -------       -----
Income from continuing operations before minority
  interests, earnings of nonconsolidated affiliates,
  and cumulative effect of accounting change  5,392       3,528       4,703
Minority interests                               66          56          18
Earnings of nonconsolidated affiliates        1,240       1,369       1,312
                                              -----       -----       -----
Income from continuing operations before
  cumulative effective of accounting change   6,698       4,953       6,033
Income from discontinued operations               -          10         900
Cumulative effect of accounting change (1)        -           -         (52)
                                             ------      ------       ----- 
  Net income                                 $6,698      $4,963      $6,881
                                              =====       =====       =====

  Net profit margin (2)                          4.4%        3.4%        4.8%

(1)  Effective January 1, 1995, GM adopted EITF Issue No. 95-1.

(2)  Net profit margin represents net income as a percentage of net sales and
     revenues.

























                                    - 28 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis

                                                           December 31,  
                                                        1997         1996
                     ASSETS                           (Dollars in Millions)

Cash and cash equivalents                               $10,685     $13,320
Other marketable securities                               3,826       3,642
                                                        -------     -------
  Total cash and marketable securities                   14,511      16,962
Accounts and notes receivable (less allowances)
  Trade                                                   5,164       4,909
  Nonconsolidated affiliates                                836         927
Inventories (less allowances)                            12,102      11,898
Equipment on operating leases (less accumulated 
  depreciation)                                           4,677       3,918
Deferred income taxes and other                           6,278       5,327
   Total current assets                                  43,568      43,941

Equity in net assets of nonconsolidated affiliates       10,164       9,855
Deferred income taxes                                    20,721      20,075
Other investments and miscellaneous assets               13,564      11,712
Property - net                                           33,914      37,156
Intangible assets - net                                  10,752      12,523
                                                       --------    --------
   Total assets                                        $132,683    $135,262
                                                        =======     =======

          LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                        $12,474     $11,527
Loans payable                                               656       1,214
Accrued liabilities and customer deposits                33,459      29,822
                                                         ------      ------
   Total current liabilities                             46,589      42,563

Long-term debt                                            5,491       5,192
Capitalized leases                                          185         198
Postretirement benefits other than pensions              38,388      40,578
Pensions                                                              3,929
5,966
Other liabilities and deferred income taxes              19,678      17,255
                                                       --------    --------
   Total liabilities                                    114,260     111,752
                                                        -------     -------

Minority interests                                          695          92
General Motors - obligated mandatorily redeemable preferred
  securities of subsidiary trusts holding solely junior
  subordinated debentures of General Motors
   Series D                                                  79           -
   Series G                                                 143           -
Stockholders' equity                                     17,506      23,418
                                                       --------    --------
   Total liabilities and stockholders' equity          $132,683    $135,262
                                                        =======     =======




















                                    - 29 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows With Financing and Insurance Operations on
an Equity Basis

                                                    Years Ended December 31,    
                                                 1997        1996       1995
                                                 ----        ----       ----
Cash flows from operating activities               (Dollars in Millions)
   Income from continuing operations before
    cumulative effect of accounting change      $6,698      $4,953    $6,033
   Adjustments to reconcile income from 
    continuing operations before cumulative
    effect of accounting change to net cash 
    provided by operating activities
      Depreciation and amortization expenses    11,803       7,145     6,787
      Gain on Hughes Defense spin-off           (4,269)          -         -
      Net (payments and VEBA contribution) 
         expense - postretirement benefits 
         other than pensions                    (1,448)      1,549     1,659
      Net expense (contributions) - pensions       240         801    (2,932)
      Change in other operating assets and liabilities
          Accounts receivable                   (1,067)      1,196      (137)
          Prepaid expenses and other 
            deferred charges                       604        (426)       11
          Inventories                             (716)       (757)   (1,214)
          Accounts payable                       1,163         898      (288)
          Deferred taxes and income taxes 
            payable                             (2,651)       (303)    1,077
          Other liabilities                      4,292         517       576
      Other                                       (751)      1,133      (470)
                                               -------     -------   ------- 
Net cash provided by operating activities       13,898      16,706    11,102
                                                ------      ------    ------

Cash flows from investing activities
  Expenditures for property                     (9,801)     (9,606)   (8,653)
  Investments in other marketable securities 
    - acquisitions                             (13,167)    (14,340)   (5,581)
  Investments in other marketable securities 
    - liquidations                              12,984      11,891     5,496
  Operating leases - acquisitions               (5,680)     (4,090)   (1,090)
  Operating leases - liquidations                3,711       3,819       506
  Proceeds from borrowings of Hughes Defense 
    prior to the Hughes Defense spin-off         4,006           -         -
  Investments in companies, net of cash 
    acquired                                    (1,875)       (166)     (381)
  Special inter-company payment from EDS             -         500         -
  Other                                            476         847       310
                                                ------    --------   -------
Net cash used in investing activities           (9,346)    (11,145)   (9,393)
                                                 -----      ------     ----- 

Cash flows from financing activities
  Net (decrease) increase in loans payable        (558)       (971)    1,383
  Increase in long-term debt                       398       1,937       646
  Decrease in long-term debt                    (1,118)       (871)   (1,597)
  Repurchases of common and preference stocks   (4,365)       (251)   (1,681)
  Proceeds from issuing common stocks              614         480       453
  Cash dividends paid to stockholders           (1,645)     (1,530)   (1,328)
                                                 -----       -----     ----- 
Net cash used in financing activities           (6,674)     (1,206)   (2,124)
                                                 -----       -----     ----- 

Effect of exchange rate changes on cash and
   cash equivalents                               (513)       (185)      146
                                               -------       ------    -----

Net cash (used in) provided by continuing 
  operations                                    (2,635)      4,170      (269)
Net cash provided by discontinued operations         -         103       193
Net (decrease) increase in cash and cash 
  equivalents                                   (2,635)      4,273       (76)
Cash and cash equivalents at beginning of
  the year                                      13,320       9,047     9,123
Cash and cash equivalents at end of the year   $10,685     $13,320    $9,047













                                    - 30 -
                       HUGHES ELECTRONICS NEWS RELEASE

Los Angeles, January 26, 1998 - In its first earnings release as a satellite and
wireless  communications  company,  the  "new"  Hughes  Electronics  Corporation
(Hughes) today reported that full-year 1997 revenues increased 27.9% to $5,128.3
million compared with $4,008.7 million in 1996.

     Operating  profit,  before the effects of purchase  accounting  adjustments
related to General Motors' (GM)  acquisition of Hughes Aircraft Company in 1985,
increased 45.8% in 1997 to $306.4 million  compared with $210.1 million in 1996.
Full-year  operating  profit  margin on the same basis rose to 6.0% from 5.2% in
1996.

     "The solid  financial  performance  reported in our first earnings  release
demonstrates  the tremendous  growth  opportunities we have in our satellite and
wireless  communications  businesses" said Michael T. Smith, Hughes chairman and
chief executive  officer.  "The full-year revenue and operating profit increases
were propelled by strong DIRECTV subscriber  growth,  including a record-setting
fourth  quarter for new  subscribers.  In addition,  higher sales of  commercial
satellites and completion of the PanAmSat merger in May 1997  contributed to the
strong financial showing by Hughes."

     "Now that the Hughes Defense and Delco Electronics  transactions are behind
us,  it  is   exciting   to  focus  all  of  our   resources   on  our   dynamic
telecommunications  and space businesses," Mr. Smith further noted. "We will use
our strong balance sheet,  experienced  management team and exceptional employee
base to build on our market  leadership,  creating  significant growth and value
opportunities."

     Full year  1997  earnings,  adjusted  to  exclude  GM  purchase  accounting
adjustments,  were $470.7 million compared with $183.5 million in 1996. Earnings
per share on the same basis for the full year were $1.18 per share  versus $0.46
per share in 1996. Included in 1997 results were a $318.3 million after-tax gain
($0.80 per share) related to the PanAmSat merger, a $62.8 million after-tax gain
($0.16 per share) related to the sale of Hughes-Avicom International and a $20.6
million  after-tax  extraordinary  charge  ($0.05  per  share)  associated  with
PanAmSat's  tender offer to retire its high-yield debt  securities.  Earnings in
1996 included a $71.6 million  after-tax gain ($0.18 per share)  recognized from
the sale of 2.5% of DIRECTV to AT&T.  Excluding these one-time items,  full-year
earnings were $110.2  million  compared with $111.9 million in 1996 and earnings
per share  were  $0.28 in both  years.  When  comparing  the  years,  the strong
operating  profit  improvement in 1997 was offset by nonoperating  items such as
increased  interest  expense and losses  related to  investments  in  affiliated
companies.

                       Fourth Quarter Financial Review

     Revenues  for the  fourth  quarter  increased  38.8%  to  $1,694.6  million
compared  with  revenues  of $1,221.2  million for the same period in 1996.  The
increase was principally due to record DIRECTV subscriber  growth,  higher sales
of commercial satellites, and the PanAmSat merger.

     Fourth  quarter   operating  profit   (excluding  GM  purchase   accounting
adjustments)  increased 40.6% to $91.8 million from $65.3 million in last year's
fourth quarter.  The increase was mostly related to higher commercial  satellite
sales and the PanAmSat  merger,  partially  offset by higher  DIRECTV  operating
losses. Operating profit margin on the same basis was 5.4% compared with 5.3% in
last year's fourth quarter.

     Earnings,  adjusted to exclude GM purchasing accounting  adjustments,  were
$70.0 million in the period compared with $33.1 million last year.  Earnings per
share on the same basis in the fourth  quarter were $0.18 per share versus $0.08
per share last year.  Excluding the one-time items,  earnings were $27.8 million
versus $33.1  million in last year's fourth  quarter.  Earnings per share on the
same basis were $0.07 in the quarter compared with $0.08 in 1996. When comparing
the quarters,  the strong operating profit  improvement in the fourth quarter of
1997 was more than  offset by  nonoperating  items  such as  increased  interest
expense and losses related to investments in affiliated companies.







                                    - 31 -


          Segment Financial Review: Calendar Year and Fourth Quarter

                           Direct-To-Home Broadcast

     For the full year,  revenues  more than  doubled to $1,276.9  million  from
$621.0 million in 1996. The increase was a result of strong  subscriber  growth,
solid average monthly revenue per subscriber, and continued low subscriber churn
rates in the United  States and Latin  America.  Domestic  DIRECTV  fueled  this
growth with revenues of $1,103 million,  a 78% increase over last year's revenue
of $618 million.  The Company's Latin American DIRECTV subsidiary,  Galaxy Latin
America  (GLA),  had revenues of $70 million  compared  with $3 million in 1996.
Total DIRECTV  subscribers  as of December 31, 1997 were 3,301,000 in the United
States and 300,000 in Latin America.  In addition,  DIRECTV Japan  initiated its
service in December 1997.

     The operating  loss in 1997 was $254.6  million  compared with an operating
loss of $319.8 million in 1996. The lower operating loss in 1997 was principally
due to increased  subscriber  revenues  which more than offset higher  marketing
expenditures.  The full-year 1997  operating loss for domestic  DIRECTV was $137
million  compared  with $192  million  in 1996.  GLA's  operating  loss was $116
million in 1997 versus $131 million in 1996.

     Revenues  for the quarter  were $415.9  million,  an increase of 79.7% over
revenues  of $231.4  million  for the same period in 1996.  The  increase  was a
result of record subscriber growth, continued strong average monthly revenue per
subscriber,  and low subscriber  churn rates in both the United States and Latin
America.  In the fourth quarter,  domestic DIRECTV  revenues  increased 46.7% to
$330 million from $225 million and GLA's revenues  increased to $28 million from
$3 million in 1996. Domestic DIRECTV attained its best-ever quarterly subscriber
growth with the addition of 409,000 net subscribers in the United States and GLA
added 67,000 net subscribers in Latin America.

     The operating loss in the quarter was $95.9 million compared with a loss of
$90.9 million in 1996. The higher loss was primarily due to increased  marketing
expenses  in  the  United  States   related  to  new  promotions  and  increased
advertising  expenditures  which more than offset a lower operating loss in GLA.
The operating  loss in the domestic  DIRECTV  business was $62 million  compared
with $24 million in last year's fourth quarter and GLA's  operating loss was $27
million compared with $60 million last year.

                              Satellite Services

     Revenues in 1997  increased  30.5% to $630.0 million from $482.7 million in
1996.  Full-year  operating profit was $296.2 million, an increase of 22.2% over
last year's operating profit of $242.4 million. The revenue and operating profit
growth  were  primarily  due to the  May  1997  PanAmSat  merger  and  increased
operating lease revenues for both video distribution and business communications
services.  Operating  profit  margin in the period  declined to 47.0% from 50.2%
last year principally due to goodwill amortization  associated with the PanAmSat
merger.

     Fourth quarter 1997 revenues were up 74.5% to $197.9 million  compared with
$113.4 million in the prior year's  comparable  period.  Operating profit in the
quarter rose 71.7% to $91.7 million from $53.4 million in 1996.  The revenue and
operating  profit growth were primarily due to the May 1997 PanAmSat  merger and
increased  operating  leases revenues for both video  distribution  and business
communications services. Operating profit margin in the period declined to 46.3%
from 47.1% last year primarily due to goodwill amortization  associated with the
PanAmSat merger.

                           Satellite Manufacturing

     For the full  year,  revenues  increased  21.2% to  $2,491.9  million  from
$2,056.4 million last year primarily due to higher commercial satellite sales to
customers including ICO Global  Communications,  Orion Asia Pacific Corporation,
Japan    Satellite    Systems,    Inc.,    PanAmSat    Corporation,     Telenor,
Telecommunicaciones de Mexico and Thuraya Satellite Telecommunications Company.

     Operating  profit in 1997 was $226.3  million,  an  increase  of 23.5% over
$183.3  million in 1996.  The increase was  primarily  due to higher  commercial
program sales.  Operating profit margin for the year was 9.1% compared with 8.9%
last year.


                                    - 32 -

     Fourth  quarter  1997  revenues  increased  30.5% to  $743.8  million  from
revenues  of  $570.0  million  in the same  period  in 1996  principally  due to
increased  commercial  satellite  sales.  Operating profit in the fourth quarter
increased  80.5% to $66.6  million from $36.9 million in the prior year's fourth
quarter. The increase is principally due to reduced development costs related to
the geostationary  satellite mobile telephony product line and higher commercial
program sales. Consequently, fourth quarter operating profit margin increased to
9.0% compared with 6.5% last year.

                               Network Systems

     Full-year  revenues for Hughes Network Systems (HNS) were $1,011.3  million
compared with $1,070.0  million in 1996.  The decline was primarily due to lower
domestic mobile cellular  telephone  equipment sales which were partially offset
by higher satellite-based mobile telephony equipment sales.

     HNS  operating  profit in 1997 was $74.1 million  versus $107.7  million in
1996 and operating  profit margin  declined to 7.3% from 10.1% last year.  These
decreases were primarily the result of lower domestic mobile cellular  telephone
equipment sales and higher marketing expenditures  associated with the launch of
the DirecPC/DirecDuo products.

     HNS revenues in the fourth quarter were $402.4 million compared with $412.4
million in the same period last year.  Operating profit in the quarter increased
9.4% to $68.5 million from $62.6 million in 1996. The operating  profit increase
was  principally  a  result  of  improved  margins  associated  with the sale of
international  wireless local loop telephone  systems which more than offset the
higher marketing  expenses  related to the introduction of the  DirecPC/DirecDuo
products. As a result, operating profit margin in the quarter increased to 17.0%
from 15.2% last year.

                                Balance Sheet

     The 1997  year-end  cash  balance of  $2,783.8  million  reflects  the $4.0
billion cash  injection  received at the  completion  of the Hughes  Defense and
Delco Electronics transactions,  repayment of a $1,725 million loan from GM used
to facilitate the 1997 PanAmSat merger,  and existing Hughes Electronics cash of
approximately $500 million.

     Year-end 1997  long-term debt was $637.6  million  consisting  primarily of
PanAmSat's  revolving  bank debt used to finance a tender  offer for  high-yield
debt securities completed on December 24, 1997. The tender offer and refinancing
substantially  reduced the  restrictive  liens and  covenants  contained  in the
high-yield debt securities,  thereby increasing PanAmSat's financial flexibility
and reducing annual interest expense.  On January 16, 1998, PanAmSat issued $750
million of privately-placed  debt securities with maturities between five and 30
years at interest rates ranging between six and seven percent.  The net proceeds
from the offering  were used to repay bank loans  incurred to finance the tender
offer and for general corporate purposes.











Basis of Financial  Statements - the financial  information herein pertains only
to those  telecommunications and space businesses of the new Hughes and does not
include financial  information  related to Hughes Defense and Delco Electronics.
As described  above,  the Hughes  Transactions,  which  include the spin-off and
merger of  Hughes  Defense  with  Raytheon  Company  and the  transfer  of Delco
Electronics to GM's Delphi Automotive  Systems,  had a significant impact on the
balance   sheet.   At  December  31,  1996,   the  balance  sheet  reflects  the
telecommunications and space businesses as subsidiaries or divisions of the 
parent company, Hughes Electronics, which provided necessary funding. As a 
result, cash and debt balances were minimal. At December 31, 1997, however, the
balance sheet includes the effects of the Hughes Transactions, including a cash
injection, the repayment of certain  debt,  and the  contribution  of certain 
other assets and liabilities from the parent company.

                                    - 33 -

STATEMENT OF INCOME AND PRO FORMA
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Year Ended
                                       Fourth Quarter      December 31,
                                       1997      1996     1997        1996  
                                       ----      ----     ----        ------
Revenues
Product sales                       $1,079.2 $1,040.8   $3,143.6    $3,009.0
Direct broadcast, leasing and other
   services                            615.4    180.4    1,984.7       999.7
----------------------------------   -------    -----      -----     -------

   Total Revenues                    1,694.6  1,221.2    5,128.3     4,008.7 
   --------------                    -------  -------    -------     --------

Operating Costs and Expenses
Cost of products sold                  807.0    728.0    2,493.3     2,183.7
Broadcast programming and other costs  288.8    138.2      912.3       631.8
Selling, general, and administrative 
  expenses                             405.9    236.8    1,119.9       788.5
Depreciation and amortization          101.1     52.9      296.4       194.6
Amortization of GM purchase accounting
   adjustments related to Hughes 
   Aircraft Company                      5.1      5.1       21.0        21.0
Total Operating Costs and Expenses   1,607.9  1,161.0    4,842.9     3,819.6 

Operating Profit                        86.7     60.2      285.4       189.1

Interest income                         15.0      1.8       33.1         6.8
Interest expense                       (32.9)   (12.8)     (91.0)      (42.9)
Other, net                             (61.9)   (20.9)     390.7        69.1 
----------                             ------   ------     -----        -----

Income from Continuing Operations 
   Before Income Taxes, Minority 
   Interests and Extraordinary Item      6.9     28.3      618.2       222.1

Income taxes (credit)                   (7.8)    22.8      236.7       104.8
Minority interests in net losses 
  of subsidiaries                        8.0     23.2       24.8        52.6
---------------------------------        ---     ----       ----        ----

Income from continuing operations before
   extraordinary item                   22.7     28.7      406.3       169.9

Income (Loss) from discontinued operations,
   net of taxes                          0.0     (0.7)       1.2        (7.4)
Gain on sale of discontinued operations,
    net of taxes                        62.8                62.8
--------------------------------        ----                ----

Income before extraordinary item        85.5     28.0      470.3       162.5
Extraordinary item, net of taxes       (20.6)              (20.6)            
--------------------------------       ------    -----     ------     ------

Net Income                             $64.9    $28.0     $449.7      $162.5 
==========                             =====    =====     ======      ======

Pro Forma Net Earnings Attributable to
   General Motors Class H Common Stock:
   Net income                          $64.9    $28.0     $449.7      $162.5
   Adjustments to exclude the effect 
      of GM purchase accounting 
      adjustments related to Hughes 
      Aircraft Company                   5.1      5.1       21.0        21.0 
----------------------------------       ---      ---       ----        ----
Net Earnings Used for Pro Forma 
   Computation of Available Separate 
   Consolidated Net Income             $70.0    $33.1     $470.7      $183.5
====================================    ====     ====      =====       =====

Pro Forma Available Separate 
   Consolidated Net Income             $18.0     $8.2     $119.4       $45.2
   ==========================          =====     ====     ======       =====
Pro Forma Net Earnings Attributable to
   General Motors Class H Common Stock
   on a Per Share Basis                $0.18     $0.08       $1.18     $0.46
====================================   =====     =====       =====     =====


Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.
                                    - 34 -


BALANCE SHEET
(Dollars in Millions)
                                                    Years Ended December 31,
ASSETS                                               1997              1996
------                                            ----------        ---------
Current Assets
Cash and cash equivalents                          $2,783.8             $6.7
Accounts and notes receivable                         662.8            423.0
Contracts in process                                  575.6            401.4
Inventories                                           486.4            423.1
Net assets of discontinued operations                   -               35.0
Deferred subscriber acquisition costs                  26.4             97.5
Prepaid expenses, including deferred income taxes     270.9            110.4 
-------------------------------------------------     -----            ------

Total Current Assets                                4,805.9          1,497.1
Satellites - Net                                    2,643.4          1,056.6
Property - Net                                        889.7            690.8
Net Investment in Sales-type Leases                   337.6            320.6
Intangible Assets - Net                             2,954.8            468.0
Investments and Other Assets                        1,132.4            383.3 
----------------------------                        --------           ------

Total Assets                                      $12,763.8         $4,416.4 
------------                                      ----------        ---------

LIABILITIES AND OWNER'S EQUITY 
Current Liabilities
Accounts payable                                     $472.8           $359.0
Advances on contracts                                 209.8            287.8
Deferred revenues                                     110.6            142.8
Accrued liabilities                                   689.4            430.0 

Total Current Liabilities                           1,482.6          1,219.6
Long-Term Debt and Capitalized Leases                 637.6               -
Deferred Gains on Sales and Leasebacks                191.9            234.8
Accrued Operating Leaseback Expense                   100.2            107.8
Postretirement Benefits Other Than Pensions           154.8               -
Other Liabilities and Deferred Credits                706.4            136.9
Deferred Income Taxes                                 570.8            204.1
Minority Interests                                    607.8             21.6
Owner's Equity                                      8,311.7          2,491.6 
--------------                                      --------         --------

Total Liabilities and Owner's Equity              $12,763.8         $4,416.4 
====================================               ========          =======

Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.














                                    - 35 -
STATEMENT OF CASH FLOWS
(Dollars in Millions)
                                                     Years Ended December 31,
                                                      1997             1996 
Cash Flows from Operating Activities
Net income                                           $449.7           $162.5
Adjustments to reconcile net income to net cash provided by
continuing operations
   (Income) loss from discontinued operations          (1.2)             7.4
   Gain on sale of discontinued operations            (62.8)              -
   Extraordinary item, net of taxes                    20.6               -
   Depreciation and amortization                      296.4            194.6
   Amortization of GM purchase accounting adjustments
      related to Hughes Aircraft Company               21.0             21.0
   Net gain on sale of investments and businesses 
      sold                                           (489.7)          (120.3)
   Gross profit on sales-type leases                  (33.6)           (51.8)
   Deferred income taxes and other                    285.5             91.9
   Change in other operating assets and liabilities
      Accounts receivable                            (228.0)          (120.1)
      Contracts in process                           (174.2)            54.1
      Inventories                                     (60.7)          (121.5)
      Deferred subscriber acquisition costs            71.1            (97.5)
      Collections of principal on net investment 
        in sales-type leases                           26.9             31.2
      Accounts payable                               (184.1)           116.8
      Advances on contracts                           (95.6)            97.6
      Accrued liabilities                             217.8             22.4
      Deferred revenues                               (32.2)           113.7
      Deferred gains on sales and leasebacks          (42.9)           (57.2)
      Other                                          (144.3)            (9.6)
      -----                                          -------            -----
      Net Cash Provided by (Used in)
        Continuing Operations                        (160.3)           335.2
Net Cash Used by Discontinued Operations              (15.9)            (8.0)
      Net Cash Provided by (Used in) 
        Operating Activities                         (176.2)           327.2

Cash Flows from Investing Activities
Investment in companies, net of cash acquired      (1,466.2)              -
Expenditures for property                            (251.3)          (261.5)
Increase in satellites                               (633.5)          (191.6)
Proceeds from sale of long-term investments           242.0               -
Proceeds from sale and leaseback of satellite 
   transponders with General Motors Acceptance
   Corporation                                            -            252.0
Proceeds from sale of minority interest in subsidiary     -            137.5
Repurchase of minority interest in subsidiary        (161.8)              -
Proceeds from sale of discontinued operations         155.0               -
Proceeds from disposal of property                     55.1             15.3 
   Net Cash Used in Investing Activities           (2,060.7)           (48.3)
   -------------------------------------           ---------           ------

Cash Flows from Financing Activities
Long-term debt borrowings                           2,383.3               -
Repayment of long-term debt                        (2,851.9)              -
Premium paid to retire debt                           (34.4)              -
Contributions from (distributions to) Parent 
   Company                                          1,124.2           (279.8)
Capital infusion resulting from Hughes transactions 4,392.8               -
--------------------------------------------------- -------               -
   Net Cash Provided by (Used in) Financing
    Activities                                      5,014.0           (279.8)

Net increase (decrease) in cash and cash 
  equivalents                                       2,777.1             (0.9)
Cash and cash equivalents at beginning of the year      6.7              7.6 
--------------------------------------------------      ---              ----
Cash and cash equivalents at end of the year       $2,783.8             $6.7 
============================================       ========             =====

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.

                                    - 36 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                           Years Ended
                                      Fourth Quarter       December 31,       
                                      1997      1996     1997        1996  
                                      ----      ----     ----        ------
DIRECT-TO-HOME BROADCAST
Total Revenues                      $415.9     $231.4 $1,276.9      $621.0
Operating Loss                      $(95.9)    $(90.9) $(254.6)    $(319.8)
Depreciation and Amortization        $23.6      $19.7    $86.1       $67.3
Capital Expenditures                 $51.4      $33.6   $105.6       $63.5 
--------------------                 ------     ------  -------      ------
SATELLITE SERVICES
Total Revenues                      $197.9     $113.4   $630.0      $482.7
Operating Profit                     $91.7      $53.4   $296.2      $242.4
Operating Profit Margin               46.3%      47.1%    47.0%       50.2%
Depreciation and Amortization (1)    $53.0       $6.3   $141.9       $55.2
Capital Expenditures (2)            $199.1     $144.5   $625.7      $308.7 
------------------------            -------    -------  -------     -------
SATELLITE MANUFACTURING
Total Revenues                      $743.8     $570.0 $2,491.9    $2,056.4
Operating Profit                     $66.6      $36.9   $226.3      $183.3
Operating Profit Margin                9.0%       6.5%     9.1%        8.9%
Depreciation and Amortization (1)    $11.7       $8.9    $39.4       $34.4
Capital Expenditures                 $45.7      $40.8   $113.9       $87.8 
--------------------                 ------     ------  -------      ------
NETWORK SYSTEMS
Total Revenues                      $402.4     $412.4 $1,011.3    $1,070.0
Operating Profit                     $68.5      $62.6    $74.1      $107.7
Operating Profit Margin               17.0%      15.2%     7.3%       10.1%
Depreciation and Amortization        $10.3       $8.8    $32.0       $28.3
Capital Expenditures                 $10.1       $7.3    $43.1       $45.4 
====================                 ======      =====   ======      ======

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation. 
* The Consolidated Financial Statements reflect the application of purchase 
    accounting  adjustments  related  to GM's  acquisition  of  Hughes  Aircraft
    Company.   However,  as  provided  in  the  General  Motors  Certificate  of
    Incorporation,  the  earnings  attributable  to GM Class H common  stock for
    purposes of determining the amount available for the payment of dividends on
    GM Class H common stock specifically  exclude such adjustments.  In order to
    provide  additional  analytical data, the above unaudited pro forma selected
    segment data, which exclude the purchase  accounting  adjustments related to
    GM's acquisition of Hughes Aircraft Company, are presented.
 (1)Excludes  amortization arising from purchase accounting  adjustments related
    to GM's acquisition of Hughes Aircraft Company  amounting to $0.8 million in
    each of the fourth  quarters and $3.3 million in each of the years ended for
    the  Satellite  Services  segment  and $4.3  million  in each of the  fourth
    quarters  and $17.7  million  in each of the years  ended for the  Satellite
    Manufacturing segment.
(2)Includes  expenditures  related to  satellites  amounting to $165.1  million,
   $45.3 million, $575.3 million, and $259.2 million, respectively.




                                    - 37 -





                              GMAC NEWS RELEASE

                 GMAC ANNOUNCES HIGHEST EARNINGS IN SIX YEARS

   DETROIT  --  General  Motors  Acceptance  Corporation  (GMAC)  reported  1997
consolidated net income of $1,301 million,  up 5% from the $1,240 million earned
in 1996, GMAC President John D. Finnegan  announced  today.  These earnings were
the highest recorded by GMAC since 1991.

   In 1997, net income from auto financing operations totaled $910 million, down
4% from the $946 million earned in 1996.  Earnings were lower due to reduced net
financing  margins  partially  offset by lower  losses and loss  provisions  and
operating expenses.

    GMAC's  insurance  operations  earned a record $224 million in 1997,  up 17%
from the $192  million  earned  in 1996.  The  increase  is  principally  due to
favorable underwriting experience and higher capital gains.

   GMAC's mortgage operations also generated a record net income of $167 million
in 1997,  up 64% from the $102 million  earned in 1996,  driven by a significant
increase in commercial  mortgage  assets and a shift to higher margin  products.
Overall origination levels increased to $31 billion,  and the mortgage servicing
portfolio grew by 31% to $144 billion.

Fourth quarter 1997  consolidated  results totaled $279 million,  up 2% from the
$274 million  earned in the final quarter of 1996.  For the quarter,  net income
from auto financing operations totaled $186 million, up from $175 million earned
a year ago. Net income from GMAC's  insurance  operations for the fourth quarter
of 1997  totaled $54  million,  compared to $68 million  earned a year ago.  Net
income from GMAC's mortgage operations was $39 million for the fourth quarter of
1997, up from the $31 million for the fourth quarter of 1996.

                                    * * *

       Principal Important Factors Relating To Forward-Looking Statements

         Following  are the principal  important  factors which may cause actual
results to differ materially from those expressed in forward-looking  statements
made  by  management  of  General  Motors  Corporation  and  Hughes  Electronics
Corporation  during telephonic  presentations to and discussions with securities
analysts and the media following the Corporation's release of fourth quarter and
calendar year earnings for 1997:

         1.   Changes  in  economic  conditions,   currency  exchange  rates  or
              political  stability 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),  including  the  effects of  current  economic
              problems in Asia and political problems in the Near East.
         2.   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.

                                    - 38 -

         3.   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.
         4.   Changes in the laws, regulations,  policies or other activities of
              governments, agencies and similar organizations where such actions
              may  affect   the   production,   distribution   or  sale  of  the
              Corporation's products, the cost thereof or applicable tax rates.
         5.   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.
         6.   The ability of the  Corporation to achieve the sale of assets held
              for  disposal by its Delphi  Automotive  Systems  Group within the
              timing  and  revenue  levels  and upon the terms  contemplated  by
              management.
         7.   With respect to the Corporation's Hughes Electronics subsidiary, 
              additional risk factors include:  the ability to achieve 
              subscriber growth in its Direct-to-Home businesses, ability to
              sustain technological competitiveness, failure of planned 
              satellite launches, and access to capital and financial 
              flexibility in order to take advantages of new market 
              opportunities, respond to competitive pressures and react quickly 
              to other major changes in the marketplace.


                                 * * * * * *



                                  SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                 (Registrant)
Date    January 27, 1998
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

























                                    - 39 -
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 132914}]
{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00143", "film-number": "98513834"}, "business-address": {"street1": "100 RENAISSANCE CTR", "street2": "3044 W GRAND BLVD", "city": "DETROIT", "state": "MI", "zip": "48243-7301", "phone": "3135565000"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) January 26, 1998
                                  ----------------

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

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

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

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

                                    - 1 -

ITEM 5. OTHER EVENTS

         On January 26, 1998, a news release was issued on the subject of fourth
quarter consolidated  earnings for General Motors Corporation (GM). The news 
release did not include financial  statement  footnotes and certain other 
financial  information that will be filed with the Securities and Exchange  
Commission as part of GM's Annual Report on Form 10-K.  Following are the fourth
quarter earnings releases for GM, Hughes  Electronics  Corporation  (Hughes), 
and General Motors Acceptance Corporation (GMAC), all dated January 26, 1998, 
and the Principal Important Factors Relating To Forward-Looking Statements:

                               GM NEWS RELEASE

GM REPORTS ALL-TIME RECORD NET INCOME OF $6.7 BILLION FOR 1997 CALENDAR YEAR
 . . .  EARNINGS PER SHARE OF $8.70 BEST IN GM HISTORY

          DETROIT  --  General   Motors  Corp.   (GM)  today   reported   record
consolidated  net income for the fourth  quarter of 1997 of $1.7  billion,  or a
record $2.36 per share of GM $1-2/3 par value common  stock,  compared with $786
million,  or $0.92 per share,  in the fourth quarter of 1996.  Previous  records
have been adjusted to exclude EDS. All earnings-per-share amounts are basic (see
Highlights for diluted earnings-per-share amounts).

          Income for  calendar-year-1997 was a record $6.7 billion, or $8.70 per
share, compared with $5.0 billion, or $6.07 per share, in 1996, excluding EDS.

          Fully consolidated net sales and revenues totaled $48.4 billion in the
fourth quarter of 1997, and $177.7 billion for calendar-year 1997, compared with
$40.9  billion in the fourth  quarter of 1996,  and $164.0  billion for the 1996
calendar year.

          Two significant factors impacted fourth-quarter and calendar-year-1997
financial  results -- a gain of $4.3 billion,  or $6.08 per share for the fourth
quarter,  resulting  from the  December 17, 1997,  completion  of the  strategic
restructuring of GM's Hughes Electronics subsidiary (Hughes  Transactions),  and
charges against income totaling $4.0 billion after taxes, or $5.75 per share for
the fourth quarter,  resulting from GM's ongoing  competitiveness  studies.  The
$4.0  billion of  after-tax  charges  against  income  consisted of $2.4 billion
related to under-performing assets, $0.8 billion related to capacity reductions,
$0.3  billion  related to assets held for  disposal,  and $0.5  billion of other
charges (see Competitiveness Studies and Highlights for more information).

          The  remainder of the  discussion  in this  release of  corporate  and
sector  results  of  operations  excludes  special  items  (see  Highlights  and
Competitiveness Studies for additional information).

      Income for the fourth quarter of 1997 was $1.5 billion, or $2.03 per share
of GM $1-2/3 par value common stock,  compared  with $848 million,  or $1.00 per
share,  in the fourth  quarter of 1996.  Calendar-year-1997  income totaled $6.0
billion,  or $7.90 per share,  compared with $4.7 billion, or $5.74 per share in
1996.

      "GM's strong financial  performance  reflects our determination to further
increase  stockholder  value and become  more  competitive  in all our  business
sectors," GM Chairman, Chief Executive Officer and President John F. Smith, Jr.,
said. "We've made some good progress, but we still have further to go to achieve
our  financial  objectives,  including  our  target for a  5-percent  net-profit
margin."
                                    - 2 -
      Following is a summary of results from the GM business sectors in 1997:

      -  GM North American  Operations  (GM-NAO)  income totaled $636 million in
         the fourth quarter of 1997, compared with a loss of $117 million in the
         fourth quarter of 1996. Calendar-year-1997 income totaled $2.3 billion,
         compared with $333 million in 1996.

      -  Delphi  Automotive  Systems  (Delphi) earned $265 million in the fourth
         quarter of 1997,  compared  with $56  million in the fourth  quarter of
         1996. Income totaled $860 million in calendar-year  1997, compared with
         $728 million in the prior year.

      -  GM International Operations (GMIO)  fourth-quarter-1997  income totaled
         $197  million,  compared  with $353 million in the  prior-year  period.
         Calendar-year-1997  income  totaled $981  million,  compared  with $1.5
         billion in 1996.

      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $279 million for the fourth  quarter of 1997,  compared with net income
         of  $274  million  in the  fourth  quarter  of  1996.  Net  income  for
         calendar-year 1997 totaled $1.3 billion,  compared with $1.2 billion in
         1996.

      -  GM  completed  the  previously  mentioned  restructuring  of its Hughes
         Electronics   subsidiary  on  Dec.  17,  1997.  Hughes,  as  previously
         structured,  earned $251  million in the October 1 through  December 17
         period of 1997,  compared  with  earnings of $285 million in the fourth
         quarter of 1996.  Calendar-year earnings through Dec. 17, 1997, totaled
         $1.0 billion, compared with $1.1 billion in calendar-year 1996.

      -  Earnings for the recapitalized telecommunications and space
         business of Hughes Electronics for the period of Dec. 18
         through Dec. 31, 1997, totaled $8 million.

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

          The  corporation's  after-tax  net-profit  margin  -- net  income as a
percentage of net sales and revenues -- was 3.8 percent in the fourth quarter of
1997,  and 3.9 percent in  calendar-year  1997.  That compares  with  net-profit
margins  of 2.4  percent  and  3.2  percent  for  the  1996  fourth-quarter  and
calendar-year periods.

          The corporation's pretax income was $1.8 billion in the fourth quarter
of 1997,  compared with pretax  income of $305 million in the fourth  quarter of
1996.

          GM's cash position  remained strong during the fourth quarter of 1997.
Cash and marketable  securities totaled $14.5 billion at Dec. 31, 1997, compared
with $17.0 billion at Dec. 31, 1996, and $14.6 billion at Sept. 30, 1997.

          In the fourth quarter of 1997, GM used  approximately  $900 million in
cash to acquire  more than 14.3  million  shares of GM $1-2/3  par value  common
stock under the corporation's  stock-repurchase program. A total of $3.8 billion
in cash was used to repurchase  63.5 million shares during 1997,  completing one
$2.5 billion repurchase program, and 50 percent of a second $2.5 billion program
announced in August 1997.

                                        - 3 -
          Cash contributions to GM's U.S. pension plans during 1997 totaled $1.5
billion,  keeping the plans fully funded on an economic  basis.  The corporation
also elected to pre-fund part of its other  post-retirement-benefits  liability,
which is primarily related to post-retirement  health-care expenses, by creating
a  Voluntary  Employees'  Beneficiary  Association  (VEBA)  trust  to  which  it
contributed $3 billion of its cash reserves in December of 1997.

          "Strong cash  generation  from operations made it possible to continue
to support capital-spending programs,  adequately fund pension plans, contribute
to a VEBA,  continue  to  repurchase  shares  of GM  common  stock,  and keep an
appropriate level of cash reserves," Smith said.

       GM NORTH AMERICAN OPERATIONS (GM-NAO)

          GM North American Operations'  fourth-quarter-1997 income totaled $636
million, and calendar-year-1997  income totaled $2.3 billion. That compares with
a  fourth-quarter-1996  loss of $117 million,  and calendar-year  income of $333
million.

          GM-NAO's  net profit  margin was 2.4 percent in the fourth  quarter of
1997, and 2.3 percent for calendar-year 1997.

          GM-NAO's  pretax income  totaled $882 million in the fourth quarter of
1997,  compared  with a pretax loss of $420  million in the  prior-year  period.
Pretax income totaled $3.3 billion in calendar-year 1997, compared with a pretax
loss of $34 million in 1996.

          "We're  pleased by the  progress  of the GM-NAO team as we continue to
significantly improve our operating  performance," said G. Richard Wagoner, Jr.,
General  Motors  executive  vice  president and  president of GM North  American
Operations.  "The 1997 results primarily reflect the success of our new products
in the marketplace, and our improving cost competitiveness," Wagoner said.

          "These  results  are  particularly   noteworthy  given  the  intensely
competitive  North American  market,  where the continued  weakness of Asian and
European  currencies  compared with the dollar has given overseas  competitors a
distinct pricing advantage in the United States,  and has intensified the profit
pressure on our export programs to Asia and Europe. This all highlights the need
for us to  continuously  focus our efforts on  significantly  improving our cost
position in 1998," Wagoner said.

          GM vehicle  deliveries in North America for the fourth quarter of 1997
totaled  1,300,000  units,  which resulted in a 30.5-percent  share of the North
American vehicle market, compared with 1,209,000 units, and a 30.1-percent share
in the fourth quarter of 1996.  Calendar-year-1997  deliveries totaled 5,360,000
units and a market share of 30.8 percent,  compared with  5,263,000  units and a
31.0-percent market share in 1996. (See additional information in Highlights).

          Although  vehicle sales were  unfavorably  affected by  strike-related
production  losses in the second quarter of 1997,  Wagoner said,  "New products,
such as Buick's Park Avenue,  the Pontiac Grand Prix, the  Oldsmobile  Intrigue,
and  GM's  new  minivans  are  being  well  received  in  the   marketplace  and
significantly  outselling  the models they replaced.  Our full-size  pickups and
sport-utility  vehicles  continue to sell very well even though they are late in
their model cycles."

                                        - 4-
       DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

          Delphi  Automotive  Systems' income totaled $265 million in the fourth
quarter of 1997,  and $860 million for  calendar-year  1997.  That compares with
fourth-quarter-1996 income of $56 million, and calendar-year-1996 income of $728
million.

          Delphi's  net-profit  margin was 3.9 percent in the fourth  quarter of
1997, and 3.3 percent for calendar-year 1997.

          Pretax income for Delphi totaled $460 million in the fourth quarter of
1997, compared with $100 million in the prior-year period. Pretax income totaled
$1.3 billion in calendar-year 1997, compared with $936 million in 1996.

          General  Motors  Executive  Vice  President  and  President  of Delphi
Automotive Systems J.T. Battenberg III said, "Delphi faced some tough challenges
in 1997, including competitive pressures that generated price reductions,  and a
high level of product turnover by original equipment manufacturers (OEMs), which
generated  manufacturing  start-up costs.  However,  we met these challenges and
continue to take the right steps for the longer term."

          "Bringing Delco  Electronics,  GM's automotive  electronics  business,
into  Delphi,  effective  Dec.  17,  1997,  puts  us in  position  to  lead  the
component-industry  trend  toward  integrated  automotive  systems.  Electronics
capability is key to that systems approach," Battenberg said.

          "Growing  our  business  continues  to be a major  focus  for  Delphi.
Delphi's 1997 sales to customers  outside the GM-NAO vehicle groups continued to
increase and represented  approximately 38 percent of total sales, including all
joint ventures," Battenberg said. "This improvement occurred despite the adverse
effect on Delphi's revenues caused by economic conditions in emerging markets."

       GM INTERNATIONAL OPERATIONS (GMIO)

          GM International Operations'  fourth-quarter-1997  income totaled $197
million,  and  calendar-year-1997  income  totaled $981  million,  excluding the
favorable  impact of special items  totaling  $158  million.  That compares with
fourth-quarter-1996  income of $353 million,  and  calendar-year-1996  income of
$1.5 billion.

          GMIO's  net-profit  margin was 2.2  percent  in the fourth  quarter of
1997, and 2.8 percent for calendar-year 1997.

          GMIO's  pretax  income  totaled $215 million in the fourth  quarter of
1997, compared with $309 million in the prior-year period. Pretax income totaled
$1.4 billion in calendar-year 1997, compared with $1.8 billion in 1996.

          Income for GM's automotive operations in Europe totaled $31 million in
the fourth quarter of 1997, compared with income of $99 million in 1996. For the
1997  calendar  year,  income  totaled $313 million,  excluding  the  previously
mentioned favorable impact of $158 million, compared with income of $778 million
in 1996.

                                        - 5 -
          "The lower  European  earnings  in 1997 were  primarily  due to higher
sales and marketing costs under intensely  competitive  market  conditions,  and
lower  earnings  from Saab as they  launched  the new 9-5 model.  Despite  these
unfavorable  factors,  the  1997-calendar-year  results reflect strong operating
performance,  which was sufficient to fund our growth expenditures in both Latin
America and Asia," said Louis R. Hughes, General Motors executive vice president
and president of GM International Operations.

          For the remainder of GM  International  Operations,  which include the
Latin American and Asia and Pacific  Operations,  income totaled $166 million in
the fourth quarter of 1997, and $668 million for  calendar-year  1997,  compared
with $254  million in the  1996-fourth-quarter  period,  and $754 million in the
1996 calendar year.

          Results in the fourth  quarter of 1997 were  affected  by  significant
economic  volatility  in Brazil,  and the  start-up  of a new plant in  Rosario,
Argentina.

       COMPETITIVENESS STUDIES

          As  previously  reported  by  GM,  the  global  automotive   industry,
including the automotive  components and systems market, has become increasingly
competitive  and  is  presently   undergoing   significant   restructuring   and
consolidation activities.  All of the major industry participants are continuing
to increase their focus on efficiency  and cost  improvements,  while  announced
capacity  increases  for the North  American  market and excess  capacity in the
European market have led to continuing  price  pressures.  As a result,  GM-NAO,
Delphi,  Delco  Electronics,  and GMIO initiated  studies in 1997 concerning the
long-term  competitiveness  of all facets of their  businesses  (Competitiveness
Studies). These studies were performed in conjunction with GM's current business
planning cycle and were substantially completed in December of 1997.

          Based on the  results of these  Competitiveness  Studies,  GM recorded
pretax charges  against income totaling $6.4 billion ($4.0 billion after taxes).
Following are the components of the after-tax charges:

       $2.4 billion:    Under-performing assets, including both
                        vehicle and component-manufacturing ssets
       $0.8 billion:    Capacity reductions
       $0.3 billion:    Assets held for disposal, primarily related
                        to Delphi seating, lighting, and coil
                        spring operations
       $0.5 billion:    Other, primarily related to losses on
                        contracts associated with retail-lease
                        commitments

          The amount included for  under-performing  assets  represents  charges
recorded  pursuant to the  accounting  standard  for  impairment  of  long-lived
assets,  Statement of Financial Accounting Standards No. 121. In accordance with
this standard,  GM evaluated the book values of its long-lived  assets as events
and  circumstances  of the industry  changed.  Long-lived  assets are considered
impaired when the aggregate,  anticipated,  undiscounted  future cash flows from
such assets are  separately  identifiable  and less than their  respective  book
values. In addition,  future capital spending for under-performing  vehicles and
component lines will be evaluated for impairment.

                                        - 6-
          The amount included for capacity reductions represents post-employment
benefits  payable to employees,  pursuant to contractual  agreements,  and costs
associated  with the  disposal  of  assets at  facilities  subject  to  capacity
reductions.  This includes the previously  announced actions concerning GM-NAO's
Buick City Assembly and V-6  Powertrain  plants in Flint,  Mich.;  Detroit Truck
Assembly,  in Detroit,  Mich.;  Delphi's Livonia  leaf-spring  plant in Livonia,
Mich.; and certain GMIO facilities in Europe.

          Future  charges  related to these  competitiveness  studies may result
from   Delphi's   fix/close/sell   strategy  and  future  cost   reductions   in
international operations. GM will continue to monitor the competitiveness of all
aspects of its businesses and such studies will be undertaken when and as market
conditions warrant.

       STRIKE RELATED IMPACT

          Reported  and  adjusted  results  for both the 1997 and 1996  calendar
years include the unfavorable  impact of strike-related  production  losses. The
after-tax  unfavorable impact was $330 million, or $0.45 per share, in 1997, and
$1.2 billion, or $1.56 per share, in 1996. The after-tax  unfavorable impact for
GM-NAO  was $238  million  in 1997,  and $920  million  in 1996.  The  after-tax
unfavorable  impact at Delphi was $70 million in 1997, and $206 million in 1996.
The after-tax  unfavorable  impact at Delco Electronics was $22 million in 1997,
and $75 million in 1996.

       PROFIT SHARING

          As a result of the profits generated in 1997 by GM's operations in the
United  States,  profit-sharing  payments will be made in 1998 to  approximately
239,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$750. This is a record payout,  excluding the impact of EDS in prior years,  and
is  approximately  $100 higher than the amount called for by the  profit-sharing
formula.  This  increase  in the payout  amount is  intended  to  recognize  the
contribution  of  employees  to  General   Motors'   success  in  1997.   Unions
representing  hourly  employees  agreed  with the  decision.  This is the fourth
consecutive year that profit-sharing  payments have been made to U.S. employees.
Profits  generated in 1996 resulted in a profit-sharing  payout of approximately
$300.

          General  Motors also  announced  today that more than 70,000  eligible
salaried  employees will receive  incentive  payments  under a salaried  program
supplemented  by a separate fund to recognize  employees'  contributions  to the
overall performance of the company during 1997. The 1997 salaried cash payout is
either one percent of an employee's base salary  earnings or $750,  whichever is
higher.

          In addition to the cash  payout,  for the first time in the  industry,
eligible  salaried  employees  in the United  States and Canada  will be granted
options to purchase General Motors stock. A total of 4.7 million options will be
awarded  with  individual  grants  of  options  ranging  from 25 to 100  shares,
depending upon level of  responsibility.  The granting of these stock options to
non-executive  salaried  employees  is aimed at further  aligning  the  personal
financial  success  of  salaried  employees  with  that  of  the  company,   and
encouraging  employees  to think and act like  owners of the  business.  General
Motors hopes to continue the  stock-option  program in future  years,  depending
upon business performance.

                                    # # #
HIGHLIGHTS ATTACHED
                                    - 7 -

     HIGHLIGHTS - Q4 Adjusted for Special Items - With
     Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                               Three Months Ended
                               December 31, 1997
                           ----------------------------------
                                     Special Items
                                    ---------------
                                      (1)     (2)
                                     Comp.   Hughes     (3)
                           Reported Studies  Trans.  Adjusted
                           -------- -------  ------  --------
     Net sales and revenues$39,458   $(459)     $ -  $39,917
                            ------  ------   ------   ------
     Cost and expenses:
       Cost of sales        34,456   1,671        -   32,785
       Selling, general,
         and admin.expenses  3,923       -        -    3,923
       Depreciation and
         amort. expenses     6,176   4,095        -    2,081
                            ------  ------   ------   ------
     Total costs and
       expenses             44,555   5,766        -   38,789
                            ------  ------   ------   ------
     Operating(loss)income  (5,097) (6,225)       -    1,128
     Other income(loss)less
       income deductions     5,154     (72)   4,269      957
     Interest expense          308       -        -      308
                            ------  ------   ------   ------
     Income (loss) before
       income taxes and
       minority interests     (251) (6,297)   4,269    1,777
     Income tax (credit)
       expense              (1,773) (2,347)       -      574
                            ------  ------   ------   ------
     Income (loss) after
       income taxes          1,522  (3,950)   4,269    1,203
     Minority interests         16       -        -       16
     Earnings (losses) of
       noncons. affiliates     199     (89)       -      288
                            ------  ------   ------   ------

     Net income (loss)      $1,737 $(4,039)  $4,269   $1,507
                            ======  ======   ======   ======

     $1-2/3 par value basic
       EPS from continuing
       operations            $2.36  $(5.75)   $6.08    $2.03

     Gross profit margin      12.7%                     17.9%
     Effective income tax
       (credit) rate        (706.4%)                    32.3%
     Net profit margin         4.4%                      3.8%

      See footnotes beginning on page 14.

                                                                       continues

                                - 8 -

     HIGHLIGHTS - Q4 Adjusted for Special Items - With Financing and
     Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                          Three Months Ended
                                           December 31, 1996
                                         --------------------
                                                       (4)
                                         Reported    Adjusted
                                         --------    --------
     Net sales and revenues              $35,966     $35,966
                                          ------      ------
     Costs and expenses:
       Cost of sales                      31,088      30,818
       Selling, general, and
         administrative expenses           3,574       3,574
       Depreciation and amortization
         expenses                          1,710       1,710
       Plant closing adjustment             (318)          -
                                          ------      ------
     Total costs and expenses             36,054      36,102
                                          ------      ------
     Operating loss                          (88)       (136)
     Other income less income deductions     488         636
     Interest expense                        195         195
                                          ------      ------
     Income before income taxes and
       minority interests                    205         305
     Income tax credit                      (262)       (224)
                                          ------      ------
     Income after income taxes               467         529
     Minority interests                       35          35
     Earnings of nonconsolidated
       affiliates                            284         284
                                          ------      ------
     Net income                             $786        $848
                                          ======      ======

     $1-2/3 par value basic EPS from
       continuing operations               $0.92       $1.00

     Gross profit margin                    13.6%       14.3%
     Effective income tax (credit) rate   (127.8%)     (73.4%)
     Net profit margin                       2.2%        2.4%

      See footnotes beginning on page 14.

                                                                       continues

                                - 9 -

     HIGHLIGHTS - Q4 Adjusted for Special Items By Sector
     (Dollars in Millions)
                                   Three Months Ended
                                    December 31, 1997
                           -----------------------------------
                                     Special Items      (3)
                                    ----------------
                           Reported   (1)      (2)   Adjusted
                           Income    Comp.   Hughes   Income
                           (Loss)   Studies  Trans.   (Loss)
                           -------  -------  -------  -------

     GM-NAO               $(1,747) $(2,383)     $ -     $636
     Delphi                  (605)    (870)       -      265
     GMIO (5)                (461)    (658)       -      197
     Hughes earnings          259        -        -      259
     GMAC                     279        -        -      279
     Other                  4,012     (128)   4,269     (129)
                           ------   ------   ------   ------
     Consolidated income
       (loss)              $1,737  $(4,039)  $4,269   $1,507
                           ======   ======   ======   ======

                                  Three Months Ended
                                   December 31, 1996
                           -----------------------------------
                                                        (4)
                           Reported                   Adjusted
                           Income       Special       Income
                           (Loss)        Items        (Loss)
                           -------      -------       -------

     GM-NAO                   $27          $144        $(117)
     Delphi                  (146)         (202)          56
     GMIO (5)                 353             -          353
     Hughes earnings          281            (4)         285
     GMAC                     274             -          274
     Other                     (3)            -           (3)
                           ------        ------       ------
     Consolidated income
       (loss)                $786          $(62)        $848
                           ======        ======       ======

      See footnotes beginning on page 14.

                                                                       continues

                               - 10 -

     HIGHLIGHTS - Q4 Automotive Sectors
     Special Item Analysis
     (Dollars in Millions)
                                   Three Months Ended
                                    December 31, 1997
                              -------------------------------

                                                         (5)
                               GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $25,527      $6,830      $9,024
                              ------      ------      ------
     Pre-tax loss             (2,826)       (902)       (807)
     Income tax credit        (1,132)       (319)       (308)
     Equity income (loss) and
       minority interests        (53)        (22)         38
                              ------      ------      ------
     Net loss                $(1,747)      $(605)      $(461)
                              ======      ======      ======

     Net loss margin            (6.8%)      (8.9%)      (5.1%)
     Effective income tax
       (credit) rate           (40.1%)     (35.4%)     (38.2%)

     Competitiveness Studies(1)
     -----------------------

     Net sales and revenues    $(450)        $ -         $(9)
                              ------      ------      ------
     Pre-tax loss             (3,708)     (1,362)     (1,022)
     Income tax credit        (1,396)       (502)       (373)
     Equity income (loss) and
       minority interests        (71)        (10)         (9)
                              ------      ------      ------
     Net loss                $(2,383)      $(870)      $(658)
                              ======      ======      ======

     Adjusted(3)
     --------

     Net sales and revenues  $25,977      $6,830      $9,033
                              ------      ------      ------
     Pre-tax income              882         460         215
     Income tax expense          264         183          65
     Equity income (loss) and
       minority interests         18         (12)         47
                              ------      ------      ------
     Net income                 $636        $265        $197
                              ======      ======      ======

     Net profit margin           2.4%        3.9%        2.2%
     Effective income tax rate  29.9%       39.8%       30.2%

      See footnotes beginning on page 14.

                                                                       continues

                               - 11 -

     HIGHLIGHTS - Q4 Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                    Three Months Ended
                                     December 31, 1996
                              ------------------------------

                                                       (5)
                              GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $22,503      $6,137      $8,893
                              ------      ------      ------
     Pre-tax (loss) income      (187)       (226)        309
     Income tax credit          (215)        (62)        (37)
     Equity income (loss) and
       minority interests         (1)         18           7
                              ------      ------      ------
     Net income (loss)           $27       $(146)       $353
                              ======      ======      ======

     Net profit (loss) margin    0.1%       (2.4%)       4.0%
     Effective income tax
       (credit) rate          (115.0%)     (27.4%)     (12.0%)

     Special Items
     -------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax income (loss)       233        (326)          -
     Income tax expense
       (credit)                   89        (124)          -
     Equity income and
       minority interests          -           -           -
                              ------      ------      ------
     Net income (loss)          $144       $(202)        $ -
                              ======      ======      ======

     Adjusted(4)
     --------

     Net sales and revenues  $22,503      $6,137      $8,893
                              ------      ------      ------
     Pre-tax (loss) income      (420)        100         309
     Income tax (credit)
       expense                  (304)         62         (37)
     Equity income (loss) and
       minority interests         (1)         18           7
                              ------      ------      ------
     Net (loss) income         $(117)        $56        $353
                              ======      ======      ======

     Net (loss) profit margin   (0.5%)       0.9%        4.0%
     Effective income tax
       (credit) rate           (72.4%)      62.0%      (12.0%)

      See footnotes beginning on page 14.

                                                                       continues

                               - 12 -

HIGHLIGHTS - Q4 Operating Information
                                    Three Months Ended
                                        December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             699          581
                        Trucks           599          504
                                      ------       ------
         Total United States           1,298        1,085
       Canada and Mexico                 152          122
                                      ------       ------
           Total North America         1,450        1,207
       International                     763          779
                                      ------       ------
             Total Worldwide           2,213        1,986
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  216          188
                 - Trucks                382          370
       Pontiac                           132          129
       GMC                               117          118
       Buick                             113           93
       Oldsmobile                         77           75
       Saturn                             52           62
       Cadillac                           44           45
       Other                               5            5
                                      ------       ------
         Total United States           1,138        1,085
     Canada and Mexico                   162          124
                                      ------       ------
         Total North America           1,300        1,209
                                      ------       ------
     International
       Europe                            424          386
       Latin America, Africa and
         the Middle East                 192          180
       Asia and Pacific                  130          151
                                      ------       ------
         Total International             746          717
                                      ------       ------
             Total Worldwide           2,046        1,926
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           32.2%        31.2%
         Trucks                         28.9%        29.1%
           Total                        30.6%        30.2%
       Total North America              30.5%        30.1%
       Western Europe                   11.1%        11.2%
       Latin America                    18.9%        18.2%
       Asia and Pacific                  4.1%         4.3%
             Total Worldwide            15.8%        15.4%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.0%        22.3%
       % Fleet Sales - Trucks           12.4%        11.3%
       Total vehicles                   20.2%        17.2%
     .....................................................
     Days Supply of Inventory - U.S.
     Gross Landed Stock
       Cars                                92          93
       Trucks                              97          97
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)   100.5%        79.9%
     .....................................................
     Retail Incentives ($ per unit)
       GM-NAO                         $1,148         $739
     ....................................................

      See footnotes beginning on page 14.
                                                                       continues

                               - 13 -

HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                     Three Months Ended
                                        December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Earnings Attributable to Common Stocks
       $1-2/3 par value               $1,654         $696
       Class H (6)                       $65          $70
       Class H (7)                        $2           $-
     ....................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $2.36        $0.92
       Class H (6)                     $0.63        $0.70
       Class H (7)                     $0.02           $-
     ....................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $2.33        $0.91
       Class H (6)                     $0.63        $0.70
       Class H (7)                     $0.02           $-
     ....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                $0.50        $0.40
       Class H (6)                     $0.25        $0.24
       Class H (7)                        $-           $-
      ....................................................
     Depreciation and Amortization(8)
       Depreciation                   $2,693       $1,084
       Amortization of special tools   3,407          579
       Amortization of intangible
         assets                           76           47
                                      ------       ------
            Total                     $6,176       $1,710
                                      ======       ======
     ....................................................
     Worldwide Employment at December 31 (in 000s)
       GM-NAO                            237          245
       Delphi                            210          179
       GMIO                              116          111
       GMAC                               21           17
       Hughes                             15           86
       Other                               9            9
                                      ------       ------
         Total                           608          647
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $7,617       $7,345
     ....................................................
     Book Value Per Share of Common Stocks
                                  December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
       $1-2/3 par value               $23.44       $27.95
       Class H                        $11.72       $13.97
     ....................................................

     (1) During  December 1997,  GM-NAO,  Delphi,  Delco  Electronics,  and GMIO
         substantially    completed    studies    concerning    the    long-term
         competitiveness  of all  facets  of their  businesses  (Competitiveness
         Studies). These studies were performed in conjunction with GM's current
         business planning cycle. Based on the results of these  Competitiveness
         Studies,  GM recorded  pre-tax  charges  against  income  totaling $6.4
         billion ($4.0 billion  after-tax or $5.75 per share of $1-2/3 par value
         common stock) in the fourth-quarter of 1997.

                                   continues

                               - 14 -

HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

     (2) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3  billion or $6.08 per share of $1-2/3 par value common stock in
         the fourth quarter of 1997.
     (3) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items.
     (4) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items. The adjusted amounts include the unfavorable  effects of
         strike-related  work stoppages which occurred during the fourth quarter
         of 1996.  The  unfavorable  after-tax  impact of the work stoppages was
         $700  million,  or $0.91 per share of $1-2/3  par value  common  stock,
         including the  unfavorable  after-tax  effects for GM-NAO and Delphi of
         $544 million and $111 million, respectively.
     (5) GMIO includes:                Three Months Ended
                                          December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
           GM Europe                   $(457)         $99
           Other GMIO                     (4)         254
                                    ---------   ---------
           Reported net(loss)income    $(461)        $353
                                    =========   =========
           GM Europe                     $31          $99
           Other GMIO                    166          254
                                    ---------   ---------
           Adjusted net income -
             excluding special items    $197         $353
                                    =========   =========
     (6) Data relates to the period ending  December 17, 1997, the date on which
         GM  recapitalized  the  Class H common  stock  ("GM's  Recapitalization
         Date").
     (7) Data  relates  to the  period  beginning  December  18,  1997,  through
         December 31, 1997, which is subsequent to GM's Recapitalization Date.
     (8) Calculated with financing and insurance operations on an
         equity basis.

                               - 15 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items -
     With Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                     Year Ended
                                  December 31, 1997
                           -----------------------------------
                                      Special Items
                                     ---------------
                                        (1)     (2)
                                       Comp.   Hughes   Sub-
                           Reported   Studies  Trans.  Total
                           --------   -------  ------  -------
     Net sales and revenues$153,781    $(459)     $ - $154,240
                            -------   ------   ------   -------
     Cost and expenses:
       Cost of sales        129,962    1,671        -  128,291
       Selling, general,
         and admin.expenses  13,254        -        -   13,254
       Depreciation and
         amort. expenses     11,803    4,095        -    7,708
       Plant closing expense     80        -        -       80
                            -------   ------   ------  -------
     Total costs and
       expenses             155,099    5,766        -  149,333
                            -------   ------   ------  -------
     Operating (loss)income  (1,318)  (6,225)       -    4,907
     Other income (loss)
       less income
       deductions             7,836      (72)   4,269    3,639
     Interest expense           971        -        -      971
                             ------   ------   ------   ------
     Income (loss) before
       income taxes and
       minority interests     5,547   (6,297)   4,269    7,575
     Income tax expense
       (credit)                 155   (2,347)       -    2,502
                             ------   ------   ------   ------
     Income (loss) after
       income taxes           5,392   (3,950)   4,269    5,073
     Minority interests          66        -        -       66
     Earnings (losses) of
       noncons. affiliates    1,240      (89)       -    1,329
                             ------   ------   ------   ------
     Net income (loss)       $6,698  $(4,039)  $4,269   $6,468
                             ======   ======   ======   ======

     $1-2/3 par value basic
       EPS from continuing
       operations             $8.70   $(5.59)   $5.91    $8.38

     Gross profit margin       15.5%
     Effective income
       tax rate                 2.8%
     Net profit margin          4.4%

     See footnotes beginning on page 23.

                                   continues

                               - 16 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items - With
     Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                        Year Ended
                                     December 31, 1997
                               ------------------------------
                                            Other
                                Sub-       Special    (3)
                                Total       Items   Adjusted
                                -------    -------  --------
     Net sales and revenues    $154,240         $-  $154,240
                                -------     ------   -------
     Cost and expenses:
       Cost of sales            128,291          -   128,291
       Selling, general,
         and admin. expenses     13,254          -    13,254
       Depreciation and
         amortization expenses    7,708          -     7,708
       Plant closing expense         80         80         -
                                -------     ------   -------
     Total costs and expenses   149,333         80   149,253
                                -------     ------   -------
     Operating income (loss)      4,907        (80)    4,987
     Other income less
       income deductions          3,639        706     2,933
     Interest expense               971          -       971
                                 ------     ------    ------
     Income before income taxes
       and minority interests     7,575        626     6,949

     Income tax expense           2,502        200     2,302
                                 ------     ------    ------
     Income after income taxes    5,073        426     4,647
     Minority interests              66          -        66
     Earnings of nonconsolidated
       affiliates                 1,329          -     1,329
                                 ------     ------    ------
     Net income                  $6,468       $426    $6,042
                                 ======     ======    ======

     $1-2/3 par value basic EPS
       from continuing operations $8.38      $0.48     $7.90

     Gross profit margin                                16.8%
     Effective income tax rate                          33.1%
     Net profit margin                                   3.9%

     See footnotes beginning on page 23.

                                   continues

                               - 17 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items -
     With Financing and Insurance Operations on an Equity Basis
     (Dollars in Millions Except Per Share Amounts)

                                              Year Ended
                                           December 31, 1996
                                        ---------------------
                                                       (3)
                                        Reported     Adjusted
                                        --------     --------
     Net sales and revenues             $145,427    $145,427
                                         -------     -------
     Costs and expenses:
       Cost of sales                     123,966     123,696
       Selling, general and
         administrative expenses          11,827      11,827
       Depreciation and amortization
         expenses                          7,145       7,145
       Plant closing adjustments            (727)          -
                                         -------     -------
     Total costs and expenses            142,211     142,668
                                         -------     -------
     Operating income                      3,216       2,759
     Other income less income deductions   2,056       2,084
     Interest expense                        859         859
                                          ------      ------
     Income before income taxes and
       minority interests                  4,413       3,984
     Income tax expense                      885         719
                                          ------      ------
     Income after income taxes             3,528       3,265
     Minority interests                       56          56
     Earnings of nonconsolidated
       affiliates                          1,369       1,369
                                          ------      ------
     Income from continuing operations     4,953       4,690
     Income from discontinued operations      10          10
                                          ------      ------
     Net income                           $4,963      $4,700
                                          ======      ======

     $1-2/3 par value basic EPS from
       continuing operations               $6.07       $5.74

     Gross profit margin                    14.8%       14.9%
     Effective income tax rate              20.1%       18.0%
     Net profit margin                       3.4%        3.2%

     See footnotes beginning on page 23.

                                   continues

                               - 18 -

     HIGHLIGHTS - Year Ended Adjusted for Special Items
     By Sector
     (Dollars in Millions)
                                      Year Ended
                                   December 31, 1997
                           ----------------------------------
                                     Special Items
                                    ----------------
                           Reported   (1)     (2)
                           Income    Comp.   Hughes    Sub-
                           (Loss)   Studies  Trans.   Total
                           ------   -------  ------   ------

     GM-NAO                  $(86) $(2,383)     $ -   $2,297
     Delphi                   (60)    (870)       -      810
     GMIO (4)                 481     (658)       -    1,139
     Hughes earnings        1,276        -        -    1,276
     GMAC                   1,301        -        -    1,301
     Other                  3,786     (128)   4,269     (355)
                           ------   ------   ------   ------
     Consolidated income
       (loss) from continuing
       operations          $6,698  $(4,039)  $4,269   $6,468
                           ======   ======   ======   ======

                                      Year Ended
                                  December 31, 1997
                              -------------------------------
                                                        (3)
                                          Other      Adjusted
                               Sub-       Special      Income
                              Total       Items        (Loss)
                              ------      -------     ------

     GM-NAO                   $2,297          $-      $2,297
     Delphi                      810         (50)        860
     GMIO (4)                  1,139         158         981
     Hughes earnings           1,276         318         958
     GMAC                      1,301           -       1,301
     Other                      (355)          -        (355)
                              ------      ------      ------
     Consolidated income
       from continuing
       operations             $6,468        $426      $6,042
                              ======      ======      ======

                                      Year Ended
                                   December 31, 1996
                              -------------------------------
                                                        (3)
                              Reported                Adjusted
                              Income      Special      Income
                              (Loss)      Items        (Loss)
                              ------      -------     ------

     GM-NAO                     $730        $397        $333
     Delphi                      526        (202)        728
     GMIO (4)                  1,532           -       1,532
     Hughes earnings           1,151          68       1,083
     GMAC                      1,240           -       1,240
     Other                      (226)          -        (226)
                              ------      ------      ------
     Consolidated income
       from continuing
       operations             $4,953        $263      $4,690
                              ======      ======      ======

     See footnotes beginning on page 23.

                                   continues

                               - 19 -

     HIGHLIGHTS - Year Ended Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                     Year Ended
                                   December 31, 1997
                             -------------------------------
                                                       (4)
                             GM-NAO       Delphi       GMIO
                             -------      -------     -------
     Reported
     --------

     Net sales and revenues $100,256     $26,316     $35,659
                             -------     -------     -------
     Pre-tax (loss) income      (408)       (167)        561
     Income tax (credit)
       expense                  (357)        (83)        136
     Equity income (loss) and
       minority interests        (35)         24          56
                             -------     -------     -------
     Net (loss) income          $(86)       $(60)       $481
                             =======     =======     =======

     Net (loss) profit margin   (0.1%)      (0.2%)       1.3%
     Effective income tax
       (credit) rate           (87.5%)     (49.7%)      24.2%

     Competitiveness Studies(1)
     -----------------------

     Net sales and revenues    $(450)        $ -         $(9)
                              ------      ------      ------
     Pre-tax loss             (3,708)     (1,362)     (1,022)
     Income tax credit        (1,396)       (502)       (373)
     Equity income (loss) and
       minority interests        (71)        (10)         (9)
                              ------      ------      ------
     Net loss                $(2,383)      $(870)      $(658)
                              ======      ======      ======

     Other Special Items
     -------------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax (loss) income         -         (80)        216
     Income tax (credit)
       expense                     -         (30)         58
     Equity income (loss) and
       minority interests          -           -           -
                              ------      ------      ------
     Net (loss) income            $-        $(50)       $158
                              ======      ======      ======

     Adjusted(3)
     --------

     Net sales and revenues $100,706     $26,316     $35,668
                             -------     -------     -------
     Pre-tax income            3,300       1,275       1,367
     Income tax expense        1,039         449         451
     Equity income (loss) and
       minority interests         36          34          65
                             -------     -------     -------
     Net income               $2,297        $860        $981
                             =======     =======     =======

     Net profit margin           2.3%        3.3%        2.8%
     Effective income tax rate  31.5%       35.2%       33.0%

     See footnotes beginning on page 23.

                                   continues

                               - 20 -

     HIGHLIGHTS - Year Ended Automotive Sectors
     Special Items Analysis
     (Dollars in Millions)
                                      Year Ended
                                   December 31, 1996
                              -------------------------------
                                                        (4)
                              GM-NAO      Delphi       GMIO
                              -------     -------     -------
     Reported
     --------

     Net sales and revenues  $93,382     $26,002     $35,251
                              ------      ------      ------
     Pre-tax income              608         610       1,786
     Income tax (credit)
       expense                   (85)        134         307
     Equity income (loss) and
       minority interests         37          50          53
                              ------      ------      ------
     Net income                 $730        $526      $1,532
                              ======      ======      ======

     Net profit margin           0.8%        2.0%        4.3%
     Effective income tax
       (credit) rate           (14.0%)      22.0%       17.2%

     Other Special Items
     -------------------

     Net sales and revenues       $-          $-         $ -
                              ------      ------      ------
     Pre-tax income (loss)       642        (326)          -
     Income tax expense
       (credit)                  245        (124)          -
     Equity income (loss) and
       minority interests          -           -           -
                              ------      ------      ------
     Net income (loss)          $397       $(202)        $ -
                              ======      ======      ======

     Adjusted(3)
     --------

     Net sales and revenues  $93,382     $26,002     $35,251
                              ------      ------      ------
     Pre-tax (loss) income       (34)        936       1,786
     Income tax (credit)
       expense                  (330)        258         307
     Equity income and
       minority interests         37          50          53
                              ------      ------      ------
     Net income                 $333        $728      $1,532
                              ======      ======      ======

     Net profit margin           0.4%        2.8%        4.3%
     Effective income tax
       (credit) rate          (970.6%)      27.6%       17.2%

     See footnotes beginning on page 23.

                                   continues

                               - 21 -

HIGHLIGHTS - Years Ended Operating Information
                                         Years Ended
                                         December 31,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,754        2,647
                        Trucks         2,177        2,026
                                      ------       ------
         Total United States           4,931        4,673
       Canada and Mexico(5)              618          479
                                      ------       ------
           Total North America         5,549        5,152
       International                   3,227        3,111
                                      ------       ------
             Total Worldwide           8,776        8,263
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  981        1,046
                 - Trucks              1,504        1,497
       Pontiac                           609          551
       GMC                               468          464
       Buick                             438          427
       Oldsmobile                        305          331
       Saturn                            251          279
       Cadillac                          183          170
       Other                              27           28
                                      ------       ------
         Total United States           4,766        4,793
     Canada and Mexico(5)                594          470
                                      ------       ------
         Total North America           5,360        5,263
                                      ------       ------
     International
       Europe                          1,845        1,789
       Latin America, Africa and
         the Middle East                 776          691
       Asia and Pacific                  584          625
                                      ------       ------
         Total International           3,205        3,105
                                      ------       ------
     Total Worldwide                   8,565        8,368
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.4%        32.7%
         Trucks                         28.8%        29.0%
           Total                        30.8%        31.0%
       Total North America              30.8%        31.0%
       Western Europe                   11.3%        11.7%
       Latin America                    19.0%        19.2%
       Asia and Pacific                  4.4%         4.6%
             Total Worldwide            16.0%        16.2%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet sales - Cars             25.5%        25.0%
       % Fleet sales - Trucks           13.0%        10.9%
       Total vehicles                   20.0%        19.1%
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    94.4%        82.4%
     .....................................................
     Retail Incentives ($ per unit)
       GM-NAO                         $1,027         $700
     ....................................................

     See footnotes beginning on page 23.

                                   continues

                               - 22 -

HIGHLIGHTS - Years Ended Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                        Years Ended
                                        December 31,
                                   ----------------------
                                         1997        1996
                                   ----------  ----------
     ....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value               $6,276       $4,584
       Class E                            $-          $15
       Class H(6)                       $322         $283
       Class H(7)                         $2           $-
     ....................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $8.70        $6.06
       Class E                            $-        $0.04
       Class H(6)                      $3.17        $2.88
       Class H(7)                      $0.02           $-
     ....................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                $8.62        $6.02
       Class E                             $-       $0.04
       Class H(6)                      $3.17        $2.88
       Class H(7)                      $0.02           $-
     ....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                $2.00        $1.60
       Class E                            $-        $0.30
       Class H(6)                      $1.00        $0.96
       Class H(7)                         $-           $-
       ..................................................
       Depreciation and Amortization(8)
       Depreciation                    $5,901      $4,139
       Amortization of special tools    5,674       2,856
       Amortization of intangible
         assets                           228         150
                                       ------      ------
                                      $11,803      $7,145
                                       ======      ======
     ....................................................
     Worldwide Payrolls - Continuing
       Operations                     $30,445     $29,807
     ....................................................
     (1) During December 1997, GM-NAO, Delphi, Delco Electronics,
         and GMIO  substantially  completed  studies  concerning  the  long-term
         competitiveness  of all  facets  of their  businesses  (Competitiveness
         Studies). These studies were performed in conjunction with GM's current
         business planning cycle. Based on the results of these  Competitiveness
         Studies,  GM recorded  pre-tax  charges  against  income  totaling $6.4
         billion ($4.0 billion  after-tax or $5.59 per share of $1-2/3 par value
         common stock) in 1997.
     (2) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3 billion or $5.91 per share of $1-2/3 par value common stock.
     (3) Adjusted  amounts  represent  the reported  amounts less the effects of
         special  items.  The  adjusted  amounts  for 1997 and 1996  include the
         unfavorable effects of strike-related  work stoppages.  The unfavorable
         after-tax impacts of the work stoppages were $330 million, or $0.45 per
         share of $1-2/3 par value common stock,  in 1997 and $1.2  billion,  or
         $1.56  per  share of  $1-2/3  par  value  common  stock,  in 1996.  The
         unfavorable  after-tax  impacts for GM-NAO  were $238  million and $920
         million  in 1997 and  1996,  respectively.  The  unfavorable  after-tax
         impacts for Delphi were $70 million and $206  million in 1997 and 1996,
         respectively.
                                   continues

                               - 23 -

HIGHLIGHTS - Years Ended Other Financial Information
(Dollars in Millions)

     (4) GMIO includes:                   Years Ended
                                          December 31,
                                   ----------------------
                                        1997         1996
                                   ---------    ---------
           GM Europe                     $(17)       $778
           Other GMIO                     498         754
                                    ---------   ---------
           Reported net income           $481      $1,532
                                    =========   =========
           GM Europe                     $313        $778
           Other GMIO                     668         754
                                    ---------   ---------
           Adjusted net income -
             excluding special items     $981      $1,532
                                    =========   =========
     (5) Total unit  sales for GM  Canada,  which  includes  factory  and import
         sales,  were  1,310,590  units and 1,075,233  units for the years ended
         December 31, 1997 and 1996, respectively. Net sales and revenues for GM
         Canada were $24.3  billion  ($Cdn 33.6 billion) and $20.0 billion ($Cdn
         27.3  billion)  for  the  years  ended  December  31,  1997  and  1996,
         respectively.
     (6) Data relates to the period ending  December 17, 1997, the date on which
         GM  recapitalized  the  Class H common  stock  ("GM's  Recapitalization
         Date").
     (7) Data  relates  to the  period  beginning  December  18,  1997,  through
         December 31, 1997, which is subsequent to GM's Recapitalization Date.
     (8) Calculated with financing and insurance operations on an
         equity basis.

                               - 24 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME

                                                  Years Ended December 31,     
                                             1997          1996         1995 
                                             ----          ----         ---- 
                                (Dollars in Millions Except Per Share Amounts)

Net sales and revenues
Manufactured products                     $153,683     $145,341      $143,666
Financial services                          12,762       12,674        11,664
Other income                                11,239        5,998         4,924
                                          --------     --------      --------
    Total net sales and revenues           177,684      164,013       160,254
                                           -------      -------       -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below          129,948      123,922       121,300
Selling, general and administrative 
  expenses                                  16,192       14,580        12,550
Depreciation and amortization expenses      16,616       11,840        11,213
Interest expense                             6,113        5,695         5,182
Plant closing expense (adjustments)             80         (727)            -
Other deductions                             1,021        2,083         1,678
                                          --------     --------      --------
    Total costs and expenses               169,970      157,393       151,923
                                           -------      -------       -------

Income from continuing operations before
  income taxes and minority interests        7,714        6,620         8,331
Income taxes                                 1,069        1,723         2,316
Minority interests                              53           56            18
                                           -------       ------       -------
Income from continuing operations before 
  cumulative effect of accounting change     6,698        4,953         6,033
Income from discontinued operations              -           10           900
Cumulative effect of accounting change           -            -           (52)
                                         ---------    ---------       --------
    Net income                               6,698        4,963         6,881
Premium on exchange of/tender offer for
  preference stocks                             26            -           153
Dividends on preference stocks                  72           81           211
                                          --------     --------       -------
    Earnings on common stocks               $6,600       $4,882        $6,517
                                             =====        =====         =====

Basic earnings per share attributable to common stocks

$1-2/3 par value common stock
  Continuing operations                      $8.70        $6.07         $7.14
  Discontinued operations                        -        (0.01)         0.14
  Cumulative effect of accounting change         -            -         (0.07)
                                             ------      -------         ---- 
    Earnings per share attributable to 
      $1-2/3 par value                       $8.70        $6.06         $7.21
                                              ====         ====          ====

Income from discontinued operations 
  attributable to Class E                    $   -        $0.04         $1.96
                                            ------         ----          ----
Earnings per share attributable to Class H 
  (prior to its recapitalization on 
   December 17, 1997)                        $3.17        $2.88         $2.77
Earnings per share attributable to Class H 
  (subsequent to its recapitalization on 
   December 17, 1997)                        $0.02        $   -         $   -
                                              ----         ----          ----

Diluted earnings per share attributable to common stocks

$1-2/3 par value common stock
  Continuing operations                       $8.62        $6.03        $7.14
  Discontinued operations                        -         (0.01)        0.14
  Cumulative effect of accounting change         -            -         (0.07)
                                               ----         ----         ---- 
    Earnings per share attributable to 
      $1-2/3 par value                        $8.62        $6.02        $7.21
                                               ====         ====         ====

Income from discontinued operations 
  attributable to Class E                     $   -        $0.04        $1.96
                                               ----         ----         ----

Earnings per share attributable to Class H 
  (prior to its recapitalization on 
  December 17, 1997)                          $3.17        $2.88        $2.77
Earnings per share attributable to Class H 
  (subsequent to its recapitalization on 
   December 17, 1997)                         $0.02        $   -        $   -
                                               ----         -----        -----

                                    - 25 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                                                             December 31,      
                        ASSETS                             1997         1996
                                                           ----         ----
                                                         (Dollars in Millions)

Cash and cash equivalents                               $11,262       $14,063
Other marketable securities                              11,722         8,199
                                                         ------      --------
  Total cash and marketable securities                   22,984        22,262
Finance receivables - net                                58,870        57,550
Accounts and notes receivable (less allowances)           7,493         6,557
Inventories (less allowances)                            12,102        11,898
Deferred income taxes                                    22,478        19,510
Equipment on operating leases (less accumulated 
  depreciation)                                          33,302        30,112
Property - net                                           34,567        37,504
Intangible assets - net                                  11,469        12,691
Other assets                                             25,623        24,058
                                                       --------      --------
    Total assets                                       $228,888      $222,142
                                                        =======       =======

               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts payable (principally trade)                    $15,782       $14,221
Notes and loans payable                                  93,027        85,300
Deferred income taxes                                     4,267         3,207
Postretirement benefits other than pensions              41,168        43,190
Pensions                                                                6,691
7,599
Other liabilities                                        49,498        45,115
                                                       --------      --------
    Total liabilities                                   210,433       198,632
                                                        -------       -------

Minority interests                                          727            92
General Motors - obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding solely
  junior subordinated debentures of General Motors
    Series D                                                 79             -
    Series G                                                143             -

Stockholders' equity
Preference stocks                                             1             1
Common stocks
  $1-2/3 par value (issued, 693,456,394 and 
    756,619,625 shares)                                   1,156         1,261
  Class H (issued, 100,075,000 shares in 1996)                -            10
  Class H (issued, 103,885,803 shares in 1997)               10             -
Capital surplus (principally additional paid-in capital) 15,369        19,189
Retained earnings                                         5,416         6,137
    Subtotal                                             21,952        26,598
Accumulated foreign currency translation adjustments       (888)         (113)
Net unrealized gains on securities                          504           423
Minimum pension liability adjustment                     (4,062)       (3,490)
                                                          -----         ----- 
      Total stockholders' equity                         17,506        23,418
    Total liabilities and stockholders' equity         $228,888      $222,142

                                    - 26 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Years Ended December 31,
                                                    1997        1996        1995
                                                        (Dollars in Millions)

Cash flows from operating activities
  Income from continuing operations before 
    cumulative effect of accounting change      $6,698       $4,953      $6,033
  Adjustments to reconcile income from 
    continuing operations before cumulative 
    effect of accounting change to net cash 
    provided by operating activities
      Depreciation and amortization expenses    16,616       11,840      11,213
      Gain on Hughes Defense spin-off           (4,269)           -           -
      Net (payments and VEBA contribution) 
        expense - postretirement benefits 
        other than pensions                     (1,425)       1,575       1,684
      Net expense (contributions) - pensions       240          801      (2,932)
      Originations and purchases of mortgage 
        loans                                  (30,878)     (19,455)    (12,086)
      Proceeds on sales of mortgage loans       28,543       18,157      11,613
      Originations and purchases of mortgage 
        securities                              (2,516)        (970)       (515)
      Proceeds on sales of mortgage securities   1,449          758         533
      Change in other investments, misc. 
        assets, etc.                            (1,837)        (713)       (510)
      Change in other operating assets and 
        liabilities                              2,237          184         751
      Other                                       (607)       1,379         765
                                               -------       ------     -------
Net cash provided by operating activities       14,251       18,509      16,549
                                                ------       ------      ------

Cash flows from investing activities
  Expenditures for property                    (10,320)      (9,949)     (8,786)
  Investments in other marketable securities 
    - acquisitions                             (30,897)     (27,431)    (17,794)
  Investments in other marketable securities 
    - liquidations                              29,279       24,966      17,254
  Finance receivables - acquisitions          (163,614)    (155,477)   (163,033)
  Finance receivables - liquidations           129,577      120,253     134,265
  Finance receivables - other                    1,354          312         244
  Proceeds from sales of finance receivables    31,191       36,657      25,389
  Operating leases - acquisitions              (19,879)     (18,494)    (15,125)
  Operating leases - liquidations               12,467       10,507       6,268
  Proceeds from borrowings of Hughes Defense
    prior to the Hughes Defense spin-off         4,006            -           -
  Investments in companies, net of cash 
    acquired                                    (2,296)       (167)        (381)
  Special inter-company payment from EDS             -         500            -
  Other                                            378         980         (358)
                                              --------     --------    -------- 
Net cash used in investing activities          (18,754)    (17,343)     (22,057)
                                                ------       ------      ------ 

Cash flows from financing activities
  Net increase in loans payable                  5,069         662        6,227
  Increase in long-term debt                    14,971      15,933       11,242
  Decrease in long-term debt                   (12,429)    (12,810)      (9,580)
  Repurchases of common and preference stocks   (4,365)       (251)      (1,681)
  Proceeds from issuing common stocks              614         480          453
  Cash dividends paid to stockholders           (1,645)     (1,530)      (1,328)
                                                 -----        -----       ----- 
Net cash provided by financing activities        2,215       2,484        5,333
                                                ------       ------      ------

Effect of exchange rate changes on cash and 
  cash equivalents                                (513)       (185)         146
                                                ------      ------        -----
Net cash (used in) provided by continuing 
  operations                                    (2,801)      3,465          (29)
Net cash provided by discontinued operations         -         103          193
Net (decrease) increase in cash and cash 
  equivalents                                   (2,801)      3,568          164
Cash and cash equivalents at beginning of 
  the year                                      14,063      10,495       10,331
Cash and cash equivalents at end of 
  the year                                     $11,262     $14,063      $10,495

                                    - 27 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

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

                                                 Years Ended December 31,
                                               1997       1996        1995
                                               ----       ----        ----
                                                  (Dollars in Millions)

Net sales and revenues                     $153,781    $145,427    $143,754
                                            -------     -------     -------

Costs and expenses
  Cost of sales and other operating charges,
    exclusive of items listed below         129,962     123,966     121,312
  Selling, general, and administrative 
    expenses                                 13,254      11,827      10,195
  Depreciation and amortization expenses     11,803       7,145       6,787
  Plant closing expense (adjustments)            80        (727)          -
                                            -------     -------     -------
    Total costs and expenses                155,099     142,211     138,294
                                            -------     -------     -------

Operating (loss) income                      (1,318)      3,216       5,460

Other income less income deductions           7,836       2,056       1,150
Interest expense                                971         859         344
                                             ------     -------     -------
Income from continuing operations before income
  taxes, minority interests, and earnings of
  nonconsolidated affiliates                  5,547       4,413       6,266
Income taxes                                    155         885       1,563
                                             ------     -------       -----
Income from continuing operations before minority
  interests, earnings of nonconsolidated affiliates,
  and cumulative effect of accounting change  5,392       3,528       4,703
Minority interests                               66          56          18
Earnings of nonconsolidated affiliates        1,240       1,369       1,312
                                              -----       -----       -----
Income from continuing operations before
  cumulative effective of accounting change   6,698       4,953       6,033
Income from discontinued operations               -          10         900
Cumulative effect of accounting change (1)        -           -         (52)
                                             ------      ------       ----- 
  Net income                                 $6,698      $4,963      $6,881
                                              =====       =====       =====

  Net profit margin (2)                          4.4%        3.4%        4.8%

(1)  Effective January 1, 1995, GM adopted EITF Issue No. 95-1.

(2)  Net profit margin represents net income as a percentage of net sales and
     revenues.

                                    - 28 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis

                                                           December 31,  
                                                        1997         1996
                     ASSETS                           (Dollars in Millions)

Cash and cash equivalents                               $10,685     $13,320
Other marketable securities                               3,826       3,642
                                                        -------     -------
  Total cash and marketable securities                   14,511      16,962
Accounts and notes receivable (less allowances)
  Trade                                                   5,164       4,909
  Nonconsolidated affiliates                                836         927
Inventories (less allowances)                            12,102      11,898
Equipment on operating leases (less accumulated 
  depreciation)                                           4,677       3,918
Deferred income taxes and other                           6,278       5,327
   Total current assets                                  43,568      43,941

Equity in net assets of nonconsolidated affiliates       10,164       9,855
Deferred income taxes                                    20,721      20,075
Other investments and miscellaneous assets               13,564      11,712
Property - net                                           33,914      37,156
Intangible assets - net                                  10,752      12,523
                                                       --------    --------
   Total assets                                        $132,683    $135,262
                                                        =======     =======

          LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                        $12,474     $11,527
Loans payable                                               656       1,214
Accrued liabilities and customer deposits                33,459      29,822
                                                         ------      ------
   Total current liabilities                             46,589      42,563

Long-term debt                                            5,491       5,192
Capitalized leases                                          185         198
Postretirement benefits other than pensions              38,388      40,578
Pensions                                                              3,929
5,966
Other liabilities and deferred income taxes              19,678      17,255
                                                       --------    --------
   Total liabilities                                    114,260     111,752
                                                        -------     -------

Minority interests                                          695          92
General Motors - obligated mandatorily redeemable preferred
  securities of subsidiary trusts holding solely junior
  subordinated debentures of General Motors
   Series D                                                  79           -
   Series G                                                 143           -
Stockholders' equity                                     17,506      23,418
                                                       --------    --------
   Total liabilities and stockholders' equity          $132,683    $135,262
                                                        =======     =======

                                    - 29 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows With Financing and Insurance Operations on
an Equity Basis

                                                    Years Ended December 31,    
                                                 1997        1996       1995
                                                 ----        ----       ----
Cash flows from operating activities               (Dollars in Millions)
   Income from continuing operations before
    cumulative effect of accounting change      $6,698      $4,953    $6,033
   Adjustments to reconcile income from 
    continuing operations before cumulative
    effect of accounting change to net cash 
    provided by operating activities
      Depreciation and amortization expenses    11,803       7,145     6,787
      Gain on Hughes Defense spin-off           (4,269)          -         -
      Net (payments and VEBA contribution) 
         expense - postretirement benefits 
         other than pensions                    (1,448)      1,549     1,659
      Net expense (contributions) - pensions       240         801    (2,932)
      Change in other operating assets and liabilities
          Accounts receivable                   (1,067)      1,196      (137)
          Prepaid expenses and other 
            deferred charges                       604        (426)       11
          Inventories                             (716)       (757)   (1,214)
          Accounts payable                       1,163         898      (288)
          Deferred taxes and income taxes 
            payable                             (2,651)       (303)    1,077
          Other liabilities                      4,292         517       576
      Other                                       (751)      1,133      (470)
                                               -------     -------   ------- 
Net cash provided by operating activities       13,898      16,706    11,102
                                                ------      ------    ------

Cash flows from investing activities
  Expenditures for property                     (9,801)     (9,606)   (8,653)
  Investments in other marketable securities 
    - acquisitions                             (13,167)    (14,340)   (5,581)
  Investments in other marketable securities 
    - liquidations                              12,984      11,891     5,496
  Operating leases - acquisitions               (5,680)     (4,090)   (1,090)
  Operating leases - liquidations                3,711       3,819       506
  Proceeds from borrowings of Hughes Defense 
    prior to the Hughes Defense spin-off         4,006           -         -
  Investments in companies, net of cash 
    acquired                                    (1,875)       (166)     (381)
  Special inter-company payment from EDS             -         500         -
  Other                                            476         847       310
                                                ------    --------   -------
Net cash used in investing activities           (9,346)    (11,145)   (9,393)
                                                 -----      ------     ----- 

Cash flows from financing activities
  Net (decrease) increase in loans payable        (558)       (971)    1,383
  Increase in long-term debt                       398       1,937       646
  Decrease in long-term debt                    (1,118)       (871)   (1,597)
  Repurchases of common and preference stocks   (4,365)       (251)   (1,681)
  Proceeds from issuing common stocks              614         480       453
  Cash dividends paid to stockholders           (1,645)     (1,530)   (1,328)
                                                 -----       -----     ----- 
Net cash used in financing activities           (6,674)     (1,206)   (2,124)
                                                 -----       -----     ----- 

Effect of exchange rate changes on cash and
   cash equivalents                               (513)       (185)      146
                                               -------       ------    -----

Net cash (used in) provided by continuing 
  operations                                    (2,635)      4,170      (269)
Net cash provided by discontinued operations         -         103       193
Net (decrease) increase in cash and cash 
  equivalents                                   (2,635)      4,273       (76)
Cash and cash equivalents at beginning of
  the year                                      13,320       9,047     9,123
Cash and cash equivalents at end of the year   $10,685     $13,320    $9,047

                                    - 30 -
                       HUGHES ELECTRONICS NEWS RELEASE

Los Angeles, January 26, 1998 - In its first earnings release as a satellite and
wireless  communications  company,  the  "new"  Hughes  Electronics  Corporation
(Hughes) today reported that full-year 1997 revenues increased 27.9% to $5,128.3
million compared with $4,008.7 million in 1996.

     Operating  profit,  before the effects of purchase  accounting  adjustments
related to General Motors' (GM)  acquisition of Hughes Aircraft Company in 1985,
increased 45.8% in 1997 to $306.4 million  compared with $210.1 million in 1996.
Full-year  operating  profit  margin on the same basis rose to 6.0% from 5.2% in
1996.

     "The solid  financial  performance  reported in our first earnings  release
demonstrates  the tremendous  growth  opportunities we have in our satellite and
wireless  communications  businesses" said Michael T. Smith, Hughes chairman and
chief executive  officer.  "The full-year revenue and operating profit increases
were propelled by strong DIRECTV subscriber  growth,  including a record-setting
fourth  quarter for new  subscribers.  In addition,  higher sales of  commercial
satellites and completion of the PanAmSat merger in May 1997  contributed to the
strong financial showing by Hughes."

     "Now that the Hughes Defense and Delco Electronics  transactions are behind
us,  it  is   exciting   to  focus  all  of  our   resources   on  our   dynamic
telecommunications  and space businesses," Mr. Smith further noted. "We will use
our strong balance sheet,  experienced  management team and exceptional employee
base to build on our market  leadership,  creating  significant growth and value
opportunities."

     Full year  1997  earnings,  adjusted  to  exclude  GM  purchase  accounting
adjustments,  were $470.7 million compared with $183.5 million in 1996. Earnings
per share on the same basis for the full year were $1.18 per share  versus $0.46
per share in 1996. Included in 1997 results were a $318.3 million after-tax gain
($0.80 per share) related to the PanAmSat merger, a $62.8 million after-tax gain
($0.16 per share) related to the sale of Hughes-Avicom International and a $20.6
million  after-tax  extraordinary  charge  ($0.05  per  share)  associated  with
PanAmSat's  tender offer to retire its high-yield debt  securities.  Earnings in
1996 included a $71.6 million  after-tax gain ($0.18 per share)  recognized from
the sale of 2.5% of DIRECTV to AT&T.  Excluding these one-time items,  full-year
earnings were $110.2  million  compared with $111.9 million in 1996 and earnings
per share  were  $0.28 in both  years.  When  comparing  the  years,  the strong
operating  profit  improvement in 1997 was offset by nonoperating  items such as
increased  interest  expense and losses  related to  investments  in  affiliated
companies.

                       Fourth Quarter Financial Review

     Revenues  for the  fourth  quarter  increased  38.8%  to  $1,694.6  million
compared  with  revenues  of $1,221.2  million for the same period in 1996.  The
increase was principally due to record DIRECTV subscriber  growth,  higher sales
of commercial satellites, and the PanAmSat merger.

     Fourth  quarter   operating  profit   (excluding  GM  purchase   accounting
adjustments)  increased 40.6% to $91.8 million from $65.3 million in last year's
fourth quarter.  The increase was mostly related to higher commercial  satellite
sales and the PanAmSat  merger,  partially  offset by higher  DIRECTV  operating
losses. Operating profit margin on the same basis was 5.4% compared with 5.3% in
last year's fourth quarter.

     Earnings,  adjusted to exclude GM purchasing accounting  adjustments,  were
$70.0 million in the period compared with $33.1 million last year.  Earnings per
share on the same basis in the fourth  quarter were $0.18 per share versus $0.08
per share last year.  Excluding the one-time items,  earnings were $27.8 million
versus $33.1  million in last year's fourth  quarter.  Earnings per share on the
same basis were $0.07 in the quarter compared with $0.08 in 1996. When comparing
the quarters,  the strong operating profit  improvement in the fourth quarter of
1997 was more than  offset by  nonoperating  items  such as  increased  interest
expense and losses related to investments in affiliated companies.

                                    - 31 -

          Segment Financial Review: Calendar Year and Fourth Quarter

                           Direct-To-Home Broadcast

     For the full year,  revenues  more than  doubled to $1,276.9  million  from
$621.0 million in 1996. The increase was a result of strong  subscriber  growth,
solid average monthly revenue per subscriber, and continued low subscriber churn
rates in the United  States and Latin  America.  Domestic  DIRECTV  fueled  this
growth with revenues of $1,103 million,  a 78% increase over last year's revenue
of $618 million.  The Company's Latin American DIRECTV subsidiary,  Galaxy Latin
America  (GLA),  had revenues of $70 million  compared  with $3 million in 1996.
Total DIRECTV  subscribers  as of December 31, 1997 were 3,301,000 in the United
States and 300,000 in Latin America.  In addition,  DIRECTV Japan  initiated its
service in December 1997.

     The operating  loss in 1997 was $254.6  million  compared with an operating
loss of $319.8 million in 1996. The lower operating loss in 1997 was principally
due to increased  subscriber  revenues  which more than offset higher  marketing
expenditures.  The full-year 1997  operating loss for domestic  DIRECTV was $137
million  compared  with $192  million  in 1996.  GLA's  operating  loss was $116
million in 1997 versus $131 million in 1996.

     Revenues  for the quarter  were $415.9  million,  an increase of 79.7% over
revenues  of $231.4  million  for the same period in 1996.  The  increase  was a
result of record subscriber growth, continued strong average monthly revenue per
subscriber,  and low subscriber  churn rates in both the United States and Latin
America.  In the fourth quarter,  domestic DIRECTV  revenues  increased 46.7% to
$330 million from $225 million and GLA's revenues  increased to $28 million from
$3 million in 1996. Domestic DIRECTV attained its best-ever quarterly subscriber
growth with the addition of 409,000 net subscribers in the United States and GLA
added 67,000 net subscribers in Latin America.

     The operating loss in the quarter was $95.9 million compared with a loss of
$90.9 million in 1996. The higher loss was primarily due to increased  marketing
expenses  in  the  United  States   related  to  new  promotions  and  increased
advertising  expenditures  which more than offset a lower operating loss in GLA.
The operating  loss in the domestic  DIRECTV  business was $62 million  compared
with $24 million in last year's fourth quarter and GLA's  operating loss was $27
million compared with $60 million last year.

                              Satellite Services

     Revenues in 1997  increased  30.5% to $630.0 million from $482.7 million in
1996.  Full-year  operating profit was $296.2 million, an increase of 22.2% over
last year's operating profit of $242.4 million. The revenue and operating profit
growth  were  primarily  due to the  May  1997  PanAmSat  merger  and  increased
operating lease revenues for both video distribution and business communications
services.  Operating  profit  margin in the period  declined to 47.0% from 50.2%
last year principally due to goodwill amortization  associated with the PanAmSat
merger.

     Fourth quarter 1997 revenues were up 74.5% to $197.9 million  compared with
$113.4 million in the prior year's  comparable  period.  Operating profit in the
quarter rose 71.7% to $91.7 million from $53.4 million in 1996.  The revenue and
operating  profit growth were primarily due to the May 1997 PanAmSat  merger and
increased  operating  leases revenues for both video  distribution  and business
communications services. Operating profit margin in the period declined to 46.3%
from 47.1% last year primarily due to goodwill amortization  associated with the
PanAmSat merger.

                           Satellite Manufacturing

     For the full  year,  revenues  increased  21.2% to  $2,491.9  million  from
$2,056.4 million last year primarily due to higher commercial satellite sales to
customers including ICO Global  Communications,  Orion Asia Pacific Corporation,
Japan    Satellite    Systems,    Inc.,    PanAmSat    Corporation,     Telenor,
Telecommunicaciones de Mexico and Thuraya Satellite Telecommunications Company.

     Operating  profit in 1997 was $226.3  million,  an  increase  of 23.5% over
$183.3  million in 1996.  The increase was  primarily  due to higher  commercial
program sales.  Operating profit margin for the year was 9.1% compared with 8.9%
last year.

                                    - 32 -

     Fourth  quarter  1997  revenues  increased  30.5% to  $743.8  million  from
revenues  of  $570.0  million  in the same  period  in 1996  principally  due to
increased  commercial  satellite  sales.  Operating profit in the fourth quarter
increased  80.5% to $66.6  million from $36.9 million in the prior year's fourth
quarter. The increase is principally due to reduced development costs related to
the geostationary  satellite mobile telephony product line and higher commercial
program sales. Consequently, fourth quarter operating profit margin increased to
9.0% compared with 6.5% last year.

                               Network Systems

     Full-year  revenues for Hughes Network Systems (HNS) were $1,011.3  million
compared with $1,070.0  million in 1996.  The decline was primarily due to lower
domestic mobile cellular  telephone  equipment sales which were partially offset
by higher satellite-based mobile telephony equipment sales.

     HNS  operating  profit in 1997 was $74.1 million  versus $107.7  million in
1996 and operating  profit margin  declined to 7.3% from 10.1% last year.  These
decreases were primarily the result of lower domestic mobile cellular  telephone
equipment sales and higher marketing expenditures  associated with the launch of
the DirecPC/DirecDuo products.

     HNS revenues in the fourth quarter were $402.4 million compared with $412.4
million in the same period last year.  Operating profit in the quarter increased
9.4% to $68.5 million from $62.6 million in 1996. The operating  profit increase
was  principally  a  result  of  improved  margins  associated  with the sale of
international  wireless local loop telephone  systems which more than offset the
higher marketing  expenses  related to the introduction of the  DirecPC/DirecDuo
products. As a result, operating profit margin in the quarter increased to 17.0%
from 15.2% last year.

                                Balance Sheet

     The 1997  year-end  cash  balance of  $2,783.8  million  reflects  the $4.0
billion cash  injection  received at the  completion  of the Hughes  Defense and
Delco Electronics transactions,  repayment of a $1,725 million loan from GM used
to facilitate the 1997 PanAmSat merger,  and existing Hughes Electronics cash of
approximately $500 million.

     Year-end 1997  long-term debt was $637.6  million  consisting  primarily of
PanAmSat's  revolving  bank debt used to finance a tender  offer for  high-yield
debt securities completed on December 24, 1997. The tender offer and refinancing
substantially  reduced the  restrictive  liens and  covenants  contained  in the
high-yield debt securities,  thereby increasing PanAmSat's financial flexibility
and reducing annual interest expense.  On January 16, 1998, PanAmSat issued $750
million of privately-placed  debt securities with maturities between five and 30
years at interest rates ranging between six and seven percent.  The net proceeds
from the offering  were used to repay bank loans  incurred to finance the tender
offer and for general corporate purposes.

Basis of Financial  Statements - the financial  information herein pertains only
to those  telecommunications and space businesses of the new Hughes and does not
include financial  information  related to Hughes Defense and Delco Electronics.
As described  above,  the Hughes  Transactions,  which  include the spin-off and
merger of  Hughes  Defense  with  Raytheon  Company  and the  transfer  of Delco
Electronics to GM's Delphi Automotive  Systems,  had a significant impact on the
balance   sheet.   At  December  31,  1996,   the  balance  sheet  reflects  the
telecommunications and space businesses as subsidiaries or divisions of the 
parent company, Hughes Electronics, which provided necessary funding. As a 
result, cash and debt balances were minimal. At December 31, 1997, however, the
balance sheet includes the effects of the Hughes Transactions, including a cash
injection, the repayment of certain  debt,  and the  contribution  of certain 
other assets and liabilities from the parent company.

                                    - 33 -

STATEMENT OF INCOME AND PRO FORMA
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Year Ended
                                       Fourth Quarter      December 31,
                                       1997      1996     1997        1996  
                                       ----      ----     ----        ------
Revenues
Product sales                       $1,079.2 $1,040.8   $3,143.6    $3,009.0
Direct broadcast, leasing and other
   services                            615.4    180.4    1,984.7       999.7
----------------------------------   -------    -----      -----     -------

   Total Revenues                    1,694.6  1,221.2    5,128.3     4,008.7 
   --------------                    -------  -------    -------     --------

Operating Costs and Expenses
Cost of products sold                  807.0    728.0    2,493.3     2,183.7
Broadcast programming and other costs  288.8    138.2      912.3       631.8
Selling, general, and administrative 
  expenses                             405.9    236.8    1,119.9       788.5
Depreciation and amortization          101.1     52.9      296.4       194.6
Amortization of GM purchase accounting
   adjustments related to Hughes 
   Aircraft Company                      5.1      5.1       21.0        21.0
Total Operating Costs and Expenses   1,607.9  1,161.0    4,842.9     3,819.6 

Operating Profit                        86.7     60.2      285.4       189.1

Interest income                         15.0      1.8       33.1         6.8
Interest expense                       (32.9)   (12.8)     (91.0)      (42.9)
Other, net                             (61.9)   (20.9)     390.7        69.1 
----------                             ------   ------     -----        -----

Income from Continuing Operations 
   Before Income Taxes, Minority 
   Interests and Extraordinary Item      6.9     28.3      618.2       222.1

Income taxes (credit)                   (7.8)    22.8      236.7       104.8
Minority interests in net losses 
  of subsidiaries                        8.0     23.2       24.8        52.6
---------------------------------        ---     ----       ----        ----

Income from continuing operations before
   extraordinary item                   22.7     28.7      406.3       169.9

Income (Loss) from discontinued operations,
   net of taxes                          0.0     (0.7)       1.2        (7.4)
Gain on sale of discontinued operations,
    net of taxes                        62.8                62.8
--------------------------------        ----                ----

Income before extraordinary item        85.5     28.0      470.3       162.5
Extraordinary item, net of taxes       (20.6)              (20.6)            
--------------------------------       ------    -----     ------     ------

Net Income                             $64.9    $28.0     $449.7      $162.5 
==========                             =====    =====     ======      ======

Pro Forma Net Earnings Attributable to
   General Motors Class H Common Stock:
   Net income                          $64.9    $28.0     $449.7      $162.5
   Adjustments to exclude the effect 
      of GM purchase accounting 
      adjustments related to Hughes 
      Aircraft Company                   5.1      5.1       21.0        21.0 
----------------------------------       ---      ---       ----        ----
Net Earnings Used for Pro Forma 
   Computation of Available Separate 
   Consolidated Net Income             $70.0    $33.1     $470.7      $183.5
====================================    ====     ====      =====       =====

Pro Forma Available Separate 
   Consolidated Net Income             $18.0     $8.2     $119.4       $45.2
   ==========================          =====     ====     ======       =====
Pro Forma Net Earnings Attributable to
   General Motors Class H Common Stock
   on a Per Share Basis                $0.18     $0.08       $1.18     $0.46
====================================   =====     =====       =====     =====

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.
                                    - 34 -

BALANCE SHEET
(Dollars in Millions)
                                                    Years Ended December 31,
ASSETS                                               1997              1996
------                                            ----------        ---------
Current Assets
Cash and cash equivalents                          $2,783.8             $6.7
Accounts and notes receivable                         662.8            423.0
Contracts in process                                  575.6            401.4
Inventories                                           486.4            423.1
Net assets of discontinued operations                   -               35.0
Deferred subscriber acquisition costs                  26.4             97.5
Prepaid expenses, including deferred income taxes     270.9            110.4 
-------------------------------------------------     -----            ------

Total Current Assets                                4,805.9          1,497.1
Satellites - Net                                    2,643.4          1,056.6
Property - Net                                        889.7            690.8
Net Investment in Sales-type Leases                   337.6            320.6
Intangible Assets - Net                             2,954.8            468.0
Investments and Other Assets                        1,132.4            383.3 
----------------------------                        --------           ------

Total Assets                                      $12,763.8         $4,416.4 
------------                                      ----------        ---------

LIABILITIES AND OWNER'S EQUITY 
Current Liabilities
Accounts payable                                     $472.8           $359.0
Advances on contracts                                 209.8            287.8
Deferred revenues                                     110.6            142.8
Accrued liabilities                                   689.4            430.0 

Total Current Liabilities                           1,482.6          1,219.6
Long-Term Debt and Capitalized Leases                 637.6               -
Deferred Gains on Sales and Leasebacks                191.9            234.8
Accrued Operating Leaseback Expense                   100.2            107.8
Postretirement Benefits Other Than Pensions           154.8               -
Other Liabilities and Deferred Credits                706.4            136.9
Deferred Income Taxes                                 570.8            204.1
Minority Interests                                    607.8             21.6
Owner's Equity                                      8,311.7          2,491.6 
--------------                                      --------         --------

Total Liabilities and Owner's Equity              $12,763.8         $4,416.4 
====================================               ========          =======

Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.

                                    - 35 -
STATEMENT OF CASH FLOWS
(Dollars in Millions)
                                                     Years Ended December 31,
                                                      1997             1996 
Cash Flows from Operating Activities
Net income                                           $449.7           $162.5
Adjustments to reconcile net income to net cash provided by
continuing operations
   (Income) loss from discontinued operations          (1.2)             7.4
   Gain on sale of discontinued operations            (62.8)              -
   Extraordinary item, net of taxes                    20.6               -
   Depreciation and amortization                      296.4            194.6
   Amortization of GM purchase accounting adjustments
      related to Hughes Aircraft Company               21.0             21.0
   Net gain on sale of investments and businesses 
      sold                                           (489.7)          (120.3)
   Gross profit on sales-type leases                  (33.6)           (51.8)
   Deferred income taxes and other                    285.5             91.9
   Change in other operating assets and liabilities
      Accounts receivable                            (228.0)          (120.1)
      Contracts in process                           (174.2)            54.1
      Inventories                                     (60.7)          (121.5)
      Deferred subscriber acquisition costs            71.1            (97.5)
      Collections of principal on net investment 
        in sales-type leases                           26.9             31.2
      Accounts payable                               (184.1)           116.8
      Advances on contracts                           (95.6)            97.6
      Accrued liabilities                             217.8             22.4
      Deferred revenues                               (32.2)           113.7
      Deferred gains on sales and leasebacks          (42.9)           (57.2)
      Other                                          (144.3)            (9.6)
      -----                                          -------            -----
      Net Cash Provided by (Used in)
        Continuing Operations                        (160.3)           335.2
Net Cash Used by Discontinued Operations              (15.9)            (8.0)
      Net Cash Provided by (Used in) 
        Operating Activities                         (176.2)           327.2

Cash Flows from Investing Activities
Investment in companies, net of cash acquired      (1,466.2)              -
Expenditures for property                            (251.3)          (261.5)
Increase in satellites                               (633.5)          (191.6)
Proceeds from sale of long-term investments           242.0               -
Proceeds from sale and leaseback of satellite 
   transponders with General Motors Acceptance
   Corporation                                            -            252.0
Proceeds from sale of minority interest in subsidiary     -            137.5
Repurchase of minority interest in subsidiary        (161.8)              -
Proceeds from sale of discontinued operations         155.0               -
Proceeds from disposal of property                     55.1             15.3 
   Net Cash Used in Investing Activities           (2,060.7)           (48.3)
   -------------------------------------           ---------           ------

Cash Flows from Financing Activities
Long-term debt borrowings                           2,383.3               -
Repayment of long-term debt                        (2,851.9)              -
Premium paid to retire debt                           (34.4)              -
Contributions from (distributions to) Parent 
   Company                                          1,124.2           (279.8)
Capital infusion resulting from Hughes transactions 4,392.8               -
--------------------------------------------------- -------               -
   Net Cash Provided by (Used in) Financing
    Activities                                      5,014.0           (279.8)

Net increase (decrease) in cash and cash 
  equivalents                                       2,777.1             (0.9)
Cash and cash equivalents at beginning of the year      6.7              7.6 
--------------------------------------------------      ---              ----
Cash and cash equivalents at end of the year       $2,783.8             $6.7 
============================================       ========             =====

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.

                                    - 36 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                           Years Ended
                                      Fourth Quarter       December 31,       
                                      1997      1996     1997        1996  
                                      ----      ----     ----        ------
DIRECT-TO-HOME BROADCAST
Total Revenues                      $415.9     $231.4 $1,276.9      $621.0
Operating Loss                      $(95.9)    $(90.9) $(254.6)    $(319.8)
Depreciation and Amortization        $23.6      $19.7    $86.1       $67.3
Capital Expenditures                 $51.4      $33.6   $105.6       $63.5 
--------------------                 ------     ------  -------      ------
SATELLITE SERVICES
Total Revenues                      $197.9     $113.4   $630.0      $482.7
Operating Profit                     $91.7      $53.4   $296.2      $242.4
Operating Profit Margin               46.3%      47.1%    47.0%       50.2%
Depreciation and Amortization (1)    $53.0       $6.3   $141.9       $55.2
Capital Expenditures (2)            $199.1     $144.5   $625.7      $308.7 
------------------------            -------    -------  -------     -------
SATELLITE MANUFACTURING
Total Revenues                      $743.8     $570.0 $2,491.9    $2,056.4
Operating Profit                     $66.6      $36.9   $226.3      $183.3
Operating Profit Margin                9.0%       6.5%     9.1%        8.9%
Depreciation and Amortization (1)    $11.7       $8.9    $39.4       $34.4
Capital Expenditures                 $45.7      $40.8   $113.9       $87.8 
--------------------                 ------     ------  -------      ------
NETWORK SYSTEMS
Total Revenues                      $402.4     $412.4 $1,011.3    $1,070.0
Operating Profit                     $68.5      $62.6    $74.1      $107.7
Operating Profit Margin               17.0%      15.2%     7.3%       10.1%
Depreciation and Amortization        $10.3       $8.8    $32.0       $28.3
Capital Expenditures                 $10.1       $7.3    $43.1       $45.4 
====================                 ======      =====   ======      ======

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation. 
* The Consolidated Financial Statements reflect the application of purchase 
    accounting  adjustments  related  to GM's  acquisition  of  Hughes  Aircraft
    Company.   However,  as  provided  in  the  General  Motors  Certificate  of
    Incorporation,  the  earnings  attributable  to GM Class H common  stock for
    purposes of determining the amount available for the payment of dividends on
    GM Class H common stock specifically  exclude such adjustments.  In order to
    provide  additional  analytical data, the above unaudited pro forma selected
    segment data, which exclude the purchase  accounting  adjustments related to
    GM's acquisition of Hughes Aircraft Company, are presented.
 (1)Excludes  amortization arising from purchase accounting  adjustments related
    to GM's acquisition of Hughes Aircraft Company  amounting to $0.8 million in
    each of the fourth  quarters and $3.3 million in each of the years ended for
    the  Satellite  Services  segment  and $4.3  million  in each of the  fourth
    quarters  and $17.7  million  in each of the years  ended for the  Satellite
    Manufacturing segment.
(2)Includes  expenditures  related to  satellites  amounting to $165.1  million,
   $45.3 million, $575.3 million, and $259.2 million, respectively.

                                    - 37 -

                              GMAC NEWS RELEASE

                 GMAC ANNOUNCES HIGHEST EARNINGS IN SIX YEARS

   DETROIT  --  General  Motors  Acceptance  Corporation  (GMAC)  reported  1997
consolidated net income of $1,301 million,  up 5% from the $1,240 million earned
in 1996, GMAC President John D. Finnegan  announced  today.  These earnings were
the highest recorded by GMAC since 1991.

   In 1997, net income from auto financing operations totaled $910 million, down
4% from the $946 million earned in 1996.  Earnings were lower due to reduced net
financing  margins  partially  offset by lower  losses and loss  provisions  and
operating expenses.

    GMAC's  insurance  operations  earned a record $224 million in 1997,  up 17%
from the $192  million  earned  in 1996.  The  increase  is  principally  due to
favorable underwriting experience and higher capital gains.

   GMAC's mortgage operations also generated a record net income of $167 million
in 1997,  up 64% from the $102 million  earned in 1996,  driven by a significant
increase in commercial  mortgage  assets and a shift to higher margin  products.
Overall origination levels increased to $31 billion,  and the mortgage servicing
portfolio grew by 31% to $144 billion.

Fourth quarter 1997  consolidated  results totaled $279 million,  up 2% from the
$274 million  earned in the final quarter of 1996.  For the quarter,  net income
from auto financing operations totaled $186 million, up from $175 million earned
a year ago. Net income from GMAC's  insurance  operations for the fourth quarter
of 1997  totaled $54  million,  compared to $68 million  earned a year ago.  Net
income from GMAC's mortgage operations was $39 million for the fourth quarter of
1997, up from the $31 million for the fourth quarter of 1996.

                                    * * *

       Principal Important Factors Relating To Forward-Looking Statements

         Following  are the principal  important  factors which may cause actual
results to differ materially from those expressed in forward-looking  statements
made  by  management  of  General  Motors  Corporation  and  Hughes  Electronics
Corporation  during telephonic  presentations to and discussions with securities
analysts and the media following the Corporation's release of fourth quarter and
calendar year earnings for 1997:

         1.   Changes  in  economic  conditions,   currency  exchange  rates  or
              political  stability 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),  including  the  effects of  current  economic
              problems in Asia and political problems in the Near East.
         2.   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.

                                    - 38 -

         3.   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.
         4.   Changes in the laws, regulations,  policies or other activities of
              governments, agencies and similar organizations where such actions
              may  affect   the   production,   distribution   or  sale  of  the
              Corporation's products, the cost thereof or applicable tax rates.
         5.   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.
         6.   The ability of the  Corporation to achieve the sale of assets held
              for  disposal by its Delphi  Automotive  Systems  Group within the
              timing  and  revenue  levels  and upon the terms  contemplated  by
              management.
         7.   With respect to the Corporation's Hughes Electronics subsidiary, 
              additional risk factors include:  the ability to achieve 
              subscriber growth in its Direct-to-Home businesses, ability to
              sustain technological competitiveness, failure of planned 
              satellite launches, and access to capital and financial 
              flexibility in order to take advantages of new market 
              opportunities, respond to competitive pressures and react quickly 
              to other major changes in the marketplace.

                                 * * * * * *

                                  SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                 (Registrant)
Date    January 27, 1998
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 39 -