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) July 19, 1999
                                  ----------------




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




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




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







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


















                                    - 1 -


ITEM 5. OTHER EVENTS

      On July 20,  1999,  a news  release  was  issued on the  subject of second
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The following
are the second  quarter  earnings  releases for Hughes  Electronics  Corporation
(Hughes) dated July 19, 1999 and GM dated July 20, 1999.


             GM EARNS A RECORD $1.7 BILLION, OR $2.66 PER SHARE,
                        IN THE SECOND QUARTER OF 1999

   DETROIT  --  General  Motors  Corp.   (NYSE:   GM)  today   reported   record
second-quarter  income and earnings per share from continuing operations of $1.7
billion,  or $2.66  diluted  earnings  per share of GM $1-2/3  par value  common
stock,  in the second  quarter of 1999.  That  compares  with net income of $306
million,  or $0.40 per share,  in the  strike-impacted  second  quarter of 1998.
These results exclude Delphi Automotive  Systems (NYSE: DPH), which was spun off
as an independent company May 28, 1999.

   Delphi is now classified by GM as a discontinued  operation and is treated as
such in the balance of this release.  Including  Delphi's  results in the second
quarter through May 28, GM's  consolidated  net income totaled $1.9 billion,  or
$2.94 per share,  compared with $389  million,  or $0.52 per share in the second
quarter of 1998.  (All  per-share  amounts in this  release are  diluted  unless
otherwise noted.)

   "In one of the most  intensely  competitive  markets in recent  history,  our
North  American  automotive  operations  took advantage of the strong demand and
recorded  net  income of $1.5  billion,  despite  the  extremely  tough  pricing
environment  in this key region," said GM Chairman and Chief  Executive  Officer
John F. Smith, Jr.

   "The continued strong performance of GM North America, and improved financial
results from GM Europe and General Motors Acceptance  Corporation  (GMAC) in the
second  quarter  offset  challenges  in other  business  sectors and  automotive
regions,  which through intensive  structural-cost  reductions performed in line
with  our  expectations.  The  consolidated  results  show the  strength  of our
globally integrated company," Smith said.

   Consolidated  net sales and  revenues in the second  quarter of 1999  totaled
$45.1 billion, compared with $37.3 billion for the second quarter of 1998.

   Cash,   marketable   securities  and  assets  of  the  Voluntary   Employees'
Beneficiary  Association (VEBA) trust invested in fixed-income  securities ($3.0
billion) totaled $16.7 billion at June 30, 1999,  compared with $11.0 billion at
June 30, 1998, and $16.2 billion at March 31, 1999.  These cash amounts  exclude
GM's financing and insurance operations.

   "While maintaining an appropriate cash position, we continued to fund our new
product programs,  pursue strategic acquisitions and alliances to take advantage
of  growth   opportunities,   and  followed  through  on  our  shareholder-value
initiatives,   including   the  May  28  tax-free   spin-off  of  Delphi  to  GM
stockholders, and our ongoing share-repurchase program," Smith said.







                                    - 2 -


   During the second  quarter and through  July 19,  1999,  GM  repurchased  7.5
million shares of its $1-2/3 par value common stock worth $520 million. Combined
with earlier  repurchases,  this completes 58 percent of the corporation's  most
recent $4 billion  stock-repurchase  program  initiated in March of 1998.  Since
January 1997, GM has repurchased  approximately  115 million shares of GM $1-2/3
par value  common stock worth $7.3  billion,  or about 15.2 percent of the total
shares outstanding.

   The  corporation's  1999  second-quarter  return  on net  assets  (RONA)  for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  16.3
percent.  "We're pleased with this result but recognize that we need to continue
improving our RONA  performance to meet our target of a 12.5-percent  annualized
return on net assets over the automotive business cycle," Smith said.

   Following  is a summary of income from GM's  business  segments in the second
quarter  of 1999,  compared  with the  strike-impacted  prior-year  period  (see
Highlights for additional information):


              ($ in Millions)     Second Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   GM North America                       $1,473             ($194)
   GM Europe                                $187              $124
   GM Latin America/Africa/Mid-East         ($38)              $48
   GM Asia Pacific                          ($81)             ($36)
   Other Automotive                          $10               $34
                                             ---               ---

   Total Automotive                       $1,551              ($24)

   GMAC                                     $391              $365
   Hughes                                   ($92)              $56
   Other                                   ($116)             ($91)
                                           ------             -----

   Total Income from
     Continuing Operations                $1,734              $306

   GM  Automotive's  net margin was 4.2  percent in the second  quarter of 1999,
compared with a net-margin  loss of 0.1 percent in the same period last year. GM
North  America's  net  margin was 5.1  percent  in the  second  quarter of 1999,
continuing a positive trend and marking the third  consecutive  quarter that the
net margin exceeded the corporation's 5-percent objective.

   "GM North America's  product lineup  continued to score with consumers,  with
sales during June the best monthly  performance  for GM in more than ten years,"
said GM President and Chief Operating Officer G. Richard Wagoner, Jr. "The North
American market is red hot and brutally  competitive.  But the results show that
our focus on cost  reduction  and success in the  marketplace  lead to continued
strong  financial  results.  We continue  to make  fundamental  improvements  in
quality  and cost  competitiveness,  and we're  determined  to  intensify  these
efforts  to  maintain  strong  profitability  even  in  an  unforgiving  pricing
environment."

   Wagoner said,  "We are seeing our momentum  build in the United  States,  and
we're  especially  pleased  that our market  share topped 30 percent in the last
month of the quarter. We're committed to profitably sell all the vehicles we can
possibly make and grow our market share.

   "We expect that our newly  introduced  products  like the  all-new  Chevrolet
Impala and Buick LeSabre -- the first two among a total of 14 new  introductions
during 1999 -- are really going to help us in the marketplace," he said.


                                    - 3 -


   GM Europe  continued to build market  momentum  during the second  quarter of
1999,  ending  with a  10.0-percent  market  share for the  period,  up from 9.2
percent in the  second  quarter of 1998.  The first half of 1999  represents  an
all-time high sales volume for the Opel/Vauxhall brand.

   "The  second-quarter  improvement  resulted  from strong sales of the all-new
Opel/Vauxhall Zafira as well as increased Astra sales," Wagoner said.

   The Latin  America/Africa/Mid  East  region  continues  to be  affected by an
economic downturn.  "We improved operating efficiencies as well as increased our
unit sales and market share during the quarter,  compared with the first quarter
this year," Wagoner said. "However,  the overriding economic situation continued
to impact overall financial results."

   In the Asia-Pacific  region,  although the Japanese market remains depressed,
there are signs of economic  recovery  elsewhere.  "We are particularly  pleased
with the  progress  of our major  project in  Shanghai,  China,"  Wagoner  said.
"Regular production started on schedule in April,  quality levels are excellent,
and market  reception to the Buick model produced there has been so good that we
had to increase build schedules for the year, with production  through September
already  sold out.  In  addition,  we  recently  reached an  agreement  to begin
production of minivans in calendar-year 2000."

   GMAC reported  consolidated  net income of $391 million in the second quarter
of 1999,  compared  with $365  million  earned  in the  prior-year  period.  The
increase  was  led  by a  strong  improvement  in  results  by  GMAC's  mortgage
operations.

   "The continued  strong  performance of our finance and insurance  operations,
combined with increased  synergies  between GMAC and our automotive  operations,
give us a competitive advantage in the marketplace," Smith said.

   GMAC  announced  plans to  acquire  the  asset-based  lending  and  factoring
business  of The  Bank of New  York  (BNY).  The  acquired  business  unit,  BNY
Financial  Corporation  and its  affiliates,  is one of the leading  asset-based
lending and factoring  operations  in North America and the United  Kingdom with
nearly 3,000 clients worldwide.

   "This  acquisition  should  provide  GMAC with a solid  platform to become an
industry leader in commercial finance," Smith said.

   GMAC also announced plans to purchase  Arriva  Automotive  Solutions  Limited
(AAS),  one of  the  United  Kingdom's  leading  contract  hire  providers.  The
acquisition will give GMAC significant full-service leasing capability in the UK
contract hire market. AAS has approximately 70,000 fleet vehicles under contract
hire and fleet management arrangements.

   Hughes  Electronics'  net loss in the  second  quarter  of 1999  totaled  $92
million,  compared  with  income of $56  million in the second  quarter of 1998.
Revenues  increased  nearly 30 percent to $1.8 billion for the second quarter of
1999, from $1.4 billion in the prior-year period.

   Second-quarter-1999  results were adversely impacted by a $125 million pretax
charge  related to the  previously  announced  increased  development  costs and
schedule delays at Hughes Space and Communications Company.







                                    - 4 -


   The  revenue   increase  at  Hughes  was   primarily   driven  by  DIRECTV(R)
subscription  growth.  "Hughes  took  major  steps  during  the  quarter  toward
achieving its vision of being the premier  provider of integrated  entertainment
and  information  services  with the  acquisitions  of United  States  Satellite
Broadcasting  Company,  Inc. (USSB),  and the PRIMESTAR  medium-power  satellite
business, which added significantly to the subscriber base," Smith said.

   In addition, Hughes announced a strategic alliance with America Online (NYSE:
AOL), the world's leading  interactive  services company,  to develop and market
uniquely  integrated  digital  entertainment and Internet  services  nationwide.
Under the agreement,  America Online made a $1.5 billion investment in a General
Motors   security,   which  GM  has   invested  in  Hughes  for   infrastructure
enhancements.

   "This  alliance  should enable Hughes to accelerate its rate of growth in the
expanding  telecommunications  market,  as it jointly  develops  new content and
interactive  services for the U.S.  market and  elsewhere  in the world,"  Smith
said.

   As a result of AOL's  investment,  General Motors and Hughes have decided not
to proceed with the previously  planned public offering of $500 million of Class
H common stock nor GM's $500 million equity investment in Hughes.

   GM North America's second-quarter-1998 results included an unfavorable impact
of $890 million  after taxes,  or $1.32 per share,  related to major  production
losses caused by strikes at two GM component plants in Flint,  Mich. GM Europe's
second-quarter-1998  results include the unfavorable $44 million  after-tax,  or
$0.07  per  share,   effect  of  a  special  charge  related  to   work-schedule
modifications at Opel Belgium.

   In this  news  release,  use of the  words  expect,  should,  believe,  plan,
intensify,  overcome  and  similar  words are  associated  with  forward-looking
statements  that are  inherently  subject to numerous  risks and  uncertainties.
Accordingly,  there  can be no  assurance  that the  results  described  in such
forward-looking statements will be realized. The principal risk factors that may
cause   actual   results  to  differ   materially   from  those   expressed   in
forward-looking  statements  contained  in this news  release are  described  in
various documents filed by GM with the U.S. Securities and Exchange  Commission,
including  GM's Annual Report on Form 10-K for the year ended Dec. 31, 1998, (at
page II-22).



                                    # # #


















                                    - 5 -



     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Three Months Ended
                                                      June 30,
                                               ---------------------

                                                   1999       1998
                                                ---------  ---------
      Net sales and revenues
      Manufactured products                      $39,261   $31,845(2)
      Financial services                           3,571     3,420
      Other income                                 2,235     2,007
                                                  ------    ------
       Total net sales and revenues              $45,067   $37,272
                                                  ------    ------
     Income from continuing operations            $1,734(5)   $306(1)(2)
     Income from discontinued operations             184        83
                                                  ------    ------
     Consolidated net income                      $1,918      $389
     Net profit margin from
       continuing operations                         3.8%      0.8%
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $1,754(5)   $275(1)(2)
       Discontinued operations                       184        83
                                                  ------    ------
       $1-2/3 par value                           $1,938      $358
       Class H                                      $(27)      $15
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.71(5)  $0.41(1)(2)
       Discontinued operations                      0.28      0.13
                                                  ------    ------
       $1-2/3 par value                            $2.99     $0.54
       Class H                                    $(0.23)    $0.14
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.66(5)  $0.40(1)(2)
       Discontinued operations                      0.28      0.12
                                                  ------    ------
       $1-2/3 par value                            $2.94     $0.52
       Class H                                    $(0.23)    $0.14
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $0.50     $0.50
       Class H                                     $   -     $   -
     .............................................................
     Book Value Per Share of Common Stocks
                              June 30,      Dec. 31,     June 30,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $20.02       $20.00         $21.02
       Class H                 $12.01       $12.00         $12.61
     .............................................................



   See footnotes beginning on page 9.


                                              continues













                                - 6 -



     HIGHLIGHTS - Q2 Consolidated Net Income
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                      June 30,
                                               ----------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $1,473       $(194)(2)
     GM Europe (GME)                               187         124 (1)
     GM Latin America/Africa/Mid-East (GMLAAM)     (38)         48
     GM Asia/Pacific (GMAP)                        (81)        (36)
     Other Automotive                               10          34
                                                 -----        ----
       Total GM Automotive (GMA)                $1,551        $(24)
     Hughes (6)                                    (92)         56
     Other                                        (150)       (120)
                                                 -----        ----
       Total Automotive, Electronics
         and Other Operations                   $1,309        $(88)

     GMAC                                         $391        $365
     Other                                          34          29
                                                 -----        ----
       Total Financing and Insurance Operations   $425        $394
                                                 -----        ----
     Income from continuing operations          $1,734(5)     $306(1)(2)
     Income from discontinued operations           184          83
                                                 -----        ----
     Consolidated Net Income                    $1,918        $389
                                                 =====        ====

                                              Three Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $28,673  $6,881   $1,206     $687
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,122    $272     $(87)    $(36)
     Income tax expense (benefit)       670      84      (33)     (13)
     Equity income (loss) and
       minority interests                21      (1)      16      (58)
                                      -----   -----    -----      ---
     Net income (loss)               $1,473    $187     $(38)    $(81)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.7%   (3.2%)  (11.8%)
     Effective income tax rate         31.6%   30.9%   37.9%    36.1%

                                              Three Months Ended
                                               June 30, 1998
                                      --------------------------------
                                      GMNA(2) GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $21,904  $6,227   $2,193     $756
                                     ------   -----    -----      ---
     Pre-tax (loss) income            $(335)   $244      $17       $4
     Income tax (benefit) expense      (124)    129      (10)       4
     Equity income (loss) and
       minority interests                17       9       21      (36)
                                      -----   -----    -----      ---
     Net (loss) income                $(194)   $124      $48     $(36)
                                       ====    ====      ===      ===

     Net (loss) profit margin          (0.9%)   2.0%      2.2%  (4.8%)
     Effective income tax rate         37.0%   52.9%    (58.8%)100.0%


See footnotes beginning on page 9.
                                                continues




                                   - 7 -

HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                          June 30,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             664          549
                        Trucks           699          476
                                      ------       ------
         Total United States           1,363        1,025
       Canada and Mexico                 174          166
                                      ------       ------
           Total GM North America      1,537        1,191
                                      ------       ------
       GME                               556          589
       GMLAAM                            136          180
       GMAP                               98           98
                                      ------       ------
         Total International             790          867
                                      ------       ------
             Total Worldwide           2,327        2,058
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  240          286
                 - Trucks                476          494
       Pontiac                           178          168
       GMC                               149          147
       Buick                             127          119
       Oldsmobile                        101           96
       Saturn                             66           66
       Cadillac                           56           49
       Other                               3            8
                                      ------       ------
         Total United States           1,396        1,433
       Canada and Mexico                 178          193
                                      ------       ------
         Total GM North America        1,574        1,626
                                      ------       ------
       GME                               538          451
       GMLAAM                            131          177
       GMAP                              109          118
                                      ------       ------
         Total International             778          746
                                      ------       ------
             Total Worldwide           2,352        2,372
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.2%        32.1%
         Trucks                         28.8%        30.9%
           Total                        29.5%        31.6%
       Total North America              29.3%        31.1%
       Total Europe                     10.0%         9.2%
       Latin America                    20.2%        20.3%
       Asia and Pacific                  4.0%         4.6%
             Total Worldwide            16.5%        17.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.6%        22.3%
       % Fleet Sales - Trucks           16.5%        14.1%
       Total vehicles                   21.2%        18.4%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                64          51
       Trucks                              75          53
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(3)93.8%         N/A
      .....................................................
      GMNA
       Net Price (%)                    (0.2%)       (2.6%)
      .....................................................
       See footnotes beginning on page 9.
                                               continues



                                   - 8 -



HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (4)
       Depreciation                   $1,269         $901
       Amortization of special tools     635          519
       Amortization of intangible
         assets                           48           24
                                      ------        -----
            Total                     $1,952       $1,444
                                      ======        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)
       GMNA                              227          231
       GME                                83           81
       GMLAAM                             22           26
       GMAP                               10            9
       Hughes                             18           15
       GMAC                               26           22
       Other                              11            9
                                      ------       ------
         Total                           397          393
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,584       $5,048
     ....................................................


     (1)   The  second-quarter  1998  results  included a pre-tax  charge of $74
           million  ($44 million  after-tax,  or $0.07 basic per share of $1-2/3
           par value common stock),  related to work schedule  modifications  at
           Opel Belgium.
     (2)   GM  North   America's   second-quarter-1998   results   included   an
           unfavorable  impact of $890 million after taxes,  or $1.32 per share,
           related  to major  production  losses  caused  by  strikes  at two GM
           component plants in Flint, Michigan.
     (3)   GM changed its method of calculating  capacity  utilization from mass
           relief  to tag  relief  in  1999.  Quarterly  1998  figures  are  not
           available,  however  capacity  utilization for Calendar Year 1998 was
           77.2% using the new methodology.
     (4)   Amounts exclude  depreciation and  amortization  charges incurred by
           the financing and insurance operations.
     (5)   Records for income and EPS are based upon reported  amounts  adjusted
           to exclude the effects of significant  dispositions not classified as
           discontinued operations.
     (6)   Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and in 1999 excludes
           series A Preferred Stock dividends payable to General Motors.
















                                - 9 -



     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Six Months Ended
                                                     June 30,
                                               ---------------------

                                                  1999        1998
                                               ---------    ---------
      Net sales and revenues
      Manufactured products                      $75,881   $66,738(2)
      Financial services                           7,080     6,730
      Other income                                 4,541     3,828
                                                  ------    ------
       Total net sales and revenues              $87,502   $77,296
                                                  ------    ------
     Income from continuing operations            $3,554(6) $1,674(1)(2)
     Income from discontinued operations             426       319
                                                  ------    ------
     Consolidated net income                      $3,980    $1,993
     Net profit margin from
       continuing operations                         4.1%      2.2%
 ..................................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $3,535(6) $1,613(1)(2)
       Discontinued operations                       426       319
                                                  ------    ------
       $1-2/3 par value                           $3,961    $1,932
       Class H                                       $(4)      $29(3)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.44(6)  $2.37(1)(2)
       Discontinued operations                      0.65      0.48
                                                  ------    ------
       $1-2/3 par value                            $6.09     $2.85
       Class H                                    $(0.04)    $0.27(3)
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.33(6)  $2.33(1)(2)
       Discontinued operations                      0.64      0.46
                                                  ------    ------
       $1-2/3 par value                            $5.97     $2.79
       Class H                                    $(0.04)    $0.27(3)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.00     $1.00
       Class H                                     $   -     $   -
     .............................................................









   See footnotes beginning on page 13.


                                              continues













                               - 10 -



     HIGHLIGHTS - Q2 Consolidated Net Income
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Six Months Ended
                                                   June 30,
                                           ------------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $2,881        $647(2)
     GM Europe (GME)                               361         223(1)
     GM Latin America/Africa/Mid-East (GMLAAM)     (63)        101
     GM Asia/Pacific (GMAP)                       (141)        (30)
     Other Automotive                               23          27
                                                 -----       -----
       Total GM Automotive (GMA)                $3,061        $968
     Hughes (7)                                    (14)        110(3)
     Other                                        (291)       (162)
                                                 -----       -----
       Total Automotive, Electronics
         and Other Operations                   $2,756        $916

     GMAC                                         $783        $714
     Other                                          15          44
                                                 -----       -----
       Total Financing and Insurance Operations   $798        $758
                                                 -----       -----
     Income from continuing operations          $3,554(6)   $1,674(1)(2)
     Income from discontinued operations           426         319
                                                 -----       -----
     Consolidated Net Income                    $3,980      $1,993
                                                 =====       =====

                                              Six Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $55,991 $13,015   $2,228   $1,307
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $4,219    $553    $(145)    $(61)
     Income tax expense (benefit)     1,335     189      (69)     (19)
     Equity (loss) income and
       minority interests                (3)     (3)      13      (99)
                                      -----   -----    -----      ---
     Net income (loss)               $2,881    $361     $(63)   $(141)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.8%   (2.8%)  (10.8%)
     Effective income tax rate         31.6%   34.2%   47.6%    31.1%

                                              Six Months Ended
                                               June 30, 1998
                                      --------------------------------
                                      GMNA(2) GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $47,793 $11,624   $4,217   $1,484
                                     ------   -----    -----      ---
     Pre-tax income (loss)             $889    $447      $33      $(4)
     Income tax expense (benefit)       262     220      (29)       4
     Equity income (loss) and
       minority interests                20      (4)      39      (22)
                                      -----   -----    -----      ---
     Net income (loss)                 $647    $223     $101     $(30)
                                      =====   =====    =====      ===

     Net profit (loss) margin           1.4%    1.9%      2.4%  (2.0%)
     Effective income tax rate         29.5%   49.2%    (87.9%)(100.0%)


See footnotes beginning on page 13.
                                                continues




                                  - 11 -


HIGHLIGHTS - Q2 Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,335        1,123
                        Trucks         1,336        1,068
                                      ------       ------
         Total United States           2,671        2,191
       Canada and Mexico                 368          346
                                      ------       ------
           Total GM North America      3,039        2,537
                                      ------       ------
       GME                             1,025        1,009
       GMLAAM                            258          358
       GMAP                              191          213
                                      ------       ------
         Total International           1,474        1,580
                                      ------       ------
             Total Worldwide           4,513        4,117
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  451          495
                 - Trucks                853          872
       Pontiac                           332          290
       GMC                               270          264
       Buick                             235          215
       Oldsmobile                        195          169
       Saturn                            117          117
       Cadillac                           87           92
       Other                              18           13
                                      ------       ------
         Total United States           2,558        2,527
       Canada and Mexico                 330          331
                                      ------       ------
         Total GM North America        2,888        2,858
                                      ------       ------
       GME                             1,048          943
       GMLAAM                            256          350
       GMAP                              209          253
                                      ------       ------
         Total International           1,513        1,546
                                      ------       ------
             Total Worldwide           4,401        4,404
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.6%        31.4%
         Trucks                         27.7%        30.5%
           Total                        29.2%        30.9%
       Total North America              29.0%        30.5%
       Total Europe                      9.8%         9.5%
       Latin America                    19.7%        20.1%
       Asia and Pacific                  3.6%         4.5%
             Total Worldwide            15.7%        16.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.0%        23.9%
       % Fleet Sales - Trucks           15.3%        15.0%
       Total vehicles                   22.0%        19.7%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(4)90.3%       N/A
      .....................................................

       See footnotes beginning on page 13.
                                               continues








                                  - 12 -



HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (5)
       Depreciation                   $2,071       $1,796
       Amortization of special tools   1,254        1,082
       Amortization of intangible
         assets                           79           49
                                       -----        -----
            Total                     $3,404       $2,927
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $10,981     $10,318
     ....................................................

     (1) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (2) GM North America's  second-quarter-1998 results included an unfavorable
         impact of $890  million  after  taxes,  or $1.32 per share,  related to
         major production losses caused by strikes at two GM component plants in
         Flint, Michigan.
     (3) 1998 results exclude the cumulative  effect of accounting  change of $9
         million due to Hughes'  adoption of SOP 98-5.  GM had  reported  the $9
         million change in fourth  quarter 1998 results and Hughes  reported the
         change as a restatement of first quarter 1998 results.
     (4) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999. Quarterly 1998 figures are not available,
         however capacity utilization for Calendar Year 1998 was 77.2% using the
         new methodology.
     (5) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (6) Records for income and EPS are based upon reported amounts adjusted to
         exclude the effects of  significant  dispositions  not  classified  as
         discontinued operations.
     (7) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and in 1999 excludes
         series A Preferred Stock dividends payable to General Motors.
























                               - 13 -



                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                    Three Months Ended     Six Months Ended
                                        June 30,               June 30,
                                        --------               --------
                                    1999       1998         1999     1998
                                    ----       ----         ----     ----
                               (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                    $39,261   $31,845       $75,881   $66,738
Financing revenues                  3,571     3,420         7,080     6,730
Other income                        2,235     2,007         4,541     3,828
                                  -------   -------       -------   -------
  Total net sales and revenues     45,067    37,272        87,502    77,296
                                   ------    ------        ------    ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     32,284    27,724        62,950    57,329
Selling, general and
  administrative expenses           4,502     4,102         8,324     7,612
Depreciation and amortization
  expense                           3,227     2,648         5,951     5,355
Interest expense                    1,794     1,691         3,639     3,261
Other expenses                        476       596           914     1,145
                                  -------   -------       -------   -------
  Total costs and expenses         42,283    36,761        81,778    74,702
Income from continuing operations
  before income taxes
  and minority interests            2,784       511         5,724     2,594
Income tax expense                    956       159         1,985       854
Minority interests                     (7)        -           (21)      (10)
Losses of nonconsolidated associates  (87)      (46)         (164)      (56)
                                    -----      ----        ------   -------
Income from continuing operations   1,734       306         3,554     1,674
Income from discontinued operations   184        83           426       319
                                   ------      ----        ------    ------
  Net income                        1,918       389         3,980     1,993
Dividends on preference stocks         (7)      (16)          (23)      (32)
                                  -------      ----        ------    ------
  Earnings on common stocks        $1,911      $373        $3,957    $1,961
                                    =====       ===         =====     =====

Basic earnings per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $2.71     $0.41         $5.44     $2.37
  Discontinued operations            0.28      0.13          0.65      0.48
                                     ----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $2.99     $0.54         $6.09     $2.85
                                    =====     =====         =====     =====
Earnings per share attributable
  to Class H                       $(0.23)    $0.14        $(0.04)    $0.27
                                   ======     =====        ======     =====

Diluted earnings per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $2.66     $0.40         $5.33     $2.33
  Discontinued operations            0.28      0.12          0.64      0.46
                                     ----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $2.94     $0.52         $5.97     $2.79
                                    =====     =====         =====     =====
Earnings per share attributable
  to Class H                       $(0.23)    $0.14        $(0.04)    $0.27
                                   ======     =====        ======     =====
























                                    - 14 -


                CONSOLIDATED STATEMENTS OF INCOME - Concluded
                                 (Unaudited)

                                    Three Months Ended     Six Months Ended
                                         June 30,               June 30,
                                         --------               --------
                                    1999        1998        1999      1998
                                    ----        ----        ----      ----
                                                   (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                    $39,261   $31,845       $75,881   $66,738
Other income                          856       826         1,759     1,503
                                   ------    ------        ------    ------
  Total net sales and revenues     40,117    32,671        77,640    68,241
                                   ------    ------        ------    ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     32,284    27,724        62,950    57,329
Selling, general and
  administrative expenses           3,370     3,086         6,111     5,655
Depreciation and
  amortization expense              1,952     1,444         3,404     2,927
                                   ------    ------        ------   -------
  Total operating costs
    and expenses                   37,606    32,254        72,465    65,911
                                   ------    ------        ------    ------
Interest expense                      180       277           374       472
Other expenses                        149       186           207       376
Net expense (income) from
  transactions with Financing and
  Insurance Operations                 66         6           160       (12)
                                   ------    ------        ------    ------
Income (loss) from continuing
  operations before income taxes
  and minority interests            2,116       (52)        4,434     1,494
Income tax expense (benefit)          720        (6)        1,508       522
Minority interests                      -         4            (6)        -
Losses of nonconsolidated associates  (87)      (46)         (164)      (56)
                                    -----        --        ------      ----
Income (loss) from continuing
   operations                       1,309       (88)        2,756       916
Income from discontinued operations   184        83           426       319
                                   ------        --        ------       ---
  Net income (loss) -
    Automotive, Electronics
    and Other Operations           $1,493       $(5)       $3,182    $1,235
                                    =====         =         =====     =====



                                    Three Months Ended     Six Months Ended
                                         June 30,               June 30,
                                    1999        1998        1999      1998
                                    ----        ----        ----      ----
                                                   (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                 $3,571    $3,420        $7,080    $6,730
Insurance, mortgage and
  other income                      1,379     1,181         2,782     2,325
                                    -----     -----         -----     -----
  Total revenues and other income   4,950     4,601         9,862     9,055
                                    -----     -----         -----     -----
Interest expense                    1,614     1,414         3,265     2,789
Depreciation and amortization
  expense                           1,275     1,204         2,547     2,428
Operating and other expenses        1,132     1,016         2,213     1,957
Provisions for financing losses       111       128           230       229
Insurance losses and loss
  adjustment expenses                 216       282           477       540
                                    -----     -----         -----     -----
  Total costs and expenses          4,348     4,044         8,732     7,943
                                    -----     -----         -----     -----
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations    (66)       (6)         (160)       12
                                     ----     -----        ------   -------
Income before income taxes            668       563         1,290     1,100
Income tax expense                    236       165           477       332
Minority interests                     (7)       (4)          (15)      (10)
                                    -----     -----          ----      ----
  Net income - Financing and
    Insurance Operations             $425      $394          $798      $758
                                     ====      ====          ====      ====













                                    - 15 -


<PAGE>


                         CONSOLIDATED BALANCE SHEETS
                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Unaudited)    1998    (Unaudited)
                                            ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $11,997    $9,728       $7,569
Marketable securities                           1,666       402          463
                                              -------    ------       ------
  Total cash and marketable securities         13,663    10,130        8,032
Accounts and notes receivable (less allowances) 6,349     4,750        3,845
Inventories (less allowances)                  10,766    10,437       11,317
Net assets of discontinued operations               -        77          359
Equipment on operating leases
  (less accumulated depreciation)               6,394     4,954        4,754
Deferred income taxes and other current assets  6,232    10,051        5,841
Net receivable from Financing and
  Insurance Operations                              -         -            -
                                               ------    ------       ------
  Total current assets                         43,404    40,399       34,148
Equity in net assets of
  nonconsolidated associates                    1,691       950        1,098
Property - net                                 31,509    32,222       30,451
Intangible assets - net                        11,934     9,994       11,330
Deferred income taxes                          18,297    14,967       17,883
Other assets                                   14,016    16,062       15,085
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                   120,851   114,594      109,995
Financing and Insurance Operations
Cash and cash equivalents                       2,694       146          164
Investments in securities                       8,499     8,748        7,932
Finance receivables - net                      74,305    70,436       59,875
Investment in leases and other receivables     33,451    32,798       32,130
Other assets                                   16,660    18,807       12,688
Net receivable from Automotive,
  Electronics and Other Operations                478       816        1,154
                                               ------    ------       ------
  Total Financing and Insurance
    Operations assets                         136,087   131,751      113,943
                                              -------   -------      -------
Total assets                                 $256,938  $246,345     $223,938
                                             ========  ========     ========
               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $15,814   $13,542      $10,311
Loans payable                                     854     1,204        1,907
Accrued expenses                               34,530    30,548       29,239
Net payable to Financing and
  Insurance Operations                            478       816        1,154
                                              -------   -------      -------
  Total current liabilities                    51,676    46,110       42,611
Long-term debt                                  7,408     7,118        6,935
Postretirement benefits other than pensions    34,317    33,503       32,925
Pensions                                        3,149     4,410        2,925
Other liabilities and deferred income taxes    17,928    17,807       17,794
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations liabilities              114,478   108,948      103,190
Financing and Insurance Operations
Accounts payable                                4,786     4,148        3,982
Debt                                          110,135   107,753       91,081
Deferred income taxes and other liabilities    10,517     9,661        9,174
Net payable to Automotive, Electronics
  and Other Operations                              -         -            -
                                               ------    ------       ------
  Total Financing and Insurance
    Operations liabilities                    125,438   121,562      104,237
Minority interests                                591       563          510
General Motors - obligated mandatorily
  redeemable preferred securities of
  subsidiary trusts holding solely
  junior subordinated debentures of
  General Motors
    Series D                                       79        79           79
    Series G                                      141       141          143
Stockholders' equity
Preference stocks                                   -         1            1
$1-2/3 par value common stock (issued,
  645,004,212, 655,008,344
  and 655,007,825 shares)                       1,075     1,092        1,092
Class H common stock (issued,
  112,425,599, 106,159,776 and
  105,731,028 shares)                              11        11           11
Capital surplus (principally additional
  paid-in capital)                             15,533    12,661       12,773
Retained earnings                               5,045     6,984        6,706
                                              -------   -------      -------
    Subtotal                                   21,664    20,749       20,583
Accumulated foreign currency
  translation adjustments                      (1,987)   (1,089)      (1,249)
Net unrealized gains on securities                561       481          507
Minimum pension liability adjustment           (4,027)   (5,089)      (4,062)
                                               ------    ------       ------
    Accumulated other comprehensive loss       (5,453)   (5,697)      (4,804)
                                                -----     -----        -----
      Total stockholders' equity               16,211    15,052       15,779
                                             --------  --------     --------
Total liabilities and stockholders' equity   $256,938  $246,345     $223,938
                                              =======   =======     ========


                                    - 16 -

                   CONSOLIDATED BALANCE SHEETS - Concluded

                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS (Unaudited)    1998    (Unaudited)
                                             ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)

Cash and cash equivalents                     $11,997    $9,728       $7,569
Marketable securities                           1,666       402          463
                                              -------    ------       ------
  Total cash and marketable securities         13,663    10,130        8,032
Accounts and notes receivable (less allowances) 6,349     4,750        3,845
Inventories (less allowances)                  10,766    10,437       11,317
Net assets of discontinued operations               -        77          359
Equipment on operating leases
  (less accumulated depreciation)               6,394     4,954        4,754
Deferred income taxes and other current assets  6,232    10,051        5,841
Net receivable from Financing and
  Insurance Operations                              -         -            -
                                              -------    ------       ------
  Total current assets                         43,404    40,399       34,148
Equity in net assets of nonconsolidated
   associates                                   1,691       950        1,098
Property - net                                 31,509    32,222       30,451
Intangible assets - net                        11,934     9,994       11,330
Deferred income taxes                          18,297    14,967       17,883
Other assets                                   14,016    16,062       15,085
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                  $120,851  $114,594     $109,995
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $15,814   $13,542      $10,311
Loans payable                                     854     1,204        1,907
Accrued expenses                               34,530    30,548       29,239
Net payable to Financing and
  Insurance Operations                            478       816        1,154
                                               ------    ------      -------
  Total current liabilities                    51,676    46,110       42,611
Long-term debt                                  7,408     7,118        6,935
Postretirement benefits other than pensions    34,317    33,503       32,925
Pensions                                        3,149     4,410        2,925
Other liabilities and deferred income taxes    17,928    17,807       17,794
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations liabilities              114,478   108,948      103,190
Minority interests                                524       511          467
GM investment in Automotive, Electronics
   and Other Operations                         5,849     5,135        6,338
                                                -----     -----        -----
  Total Automotive, Electronics and
    Other Operations liabilities
    and GM investment                        $120,851  $114,594     $109,995
                                             ========  ========     ========

                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
FINANCING AND INSURANCE OPERATIONS          (Unaudited)    1998    (Unaudited)
                                             ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)

Cash and cash equivalents                      $2,694      $146         $164
Investments in securities                       8,499     8,748        7,932
Finance receivables - net                      74,305    70,436       59,875
Investment in leases and other receivables     33,451    32,798       32,130
Other assets                                   16,660     8,807       12,688
Net receivable from Automotive,
  Electronics and Other Operations                478       816        1,154
                                             --------  --------     --------
  Total Financing and Insurance
    Operations assets                        $136,087  $131,751     $113,943
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,786    $4,148       $3,982
Debt                                          110,135   107,753       91,081
Deferred income taxes and other liabilities    10,517     9,661        9,174
Net payable to Automotive, Electronics
   and Other Operations                             -         -            -
                                              -------   -------      -------
  Total Financing and Insurance
    Operations liabilities                    125,438   121,562      104,237
Minority interests                                 67        52           43
GM investment in Financing and
  Insurance Operations                         10,582    10,137        9,663
                                               ------    ------        -----
  Total Financing and Insurance Operations
    liabilities and GM investment            $136,087  $131,751     $113,943
                                             ========  ========     ========





                                         - 17 -


<PAGE>






                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                              Six Months Ended June 30,
                                              -------------------------
                                                1999             1998
                                              --------         ------
                                               (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $21,342          $4,405

Cash flows from investing activities
Expenditures for property                      (3,125)         (3,827)
Investments in other marketable securities
   - acquisitions                             (13,739)        (12,969)
Investments in other marketable securities
   - liquidations                              12,168          16,766
Mortgage servicing rights - acquisitions         (662)           (742)
Mortgage servicing rights - liquidations            4               7
Finance receivables - acquisitions            (90,613)        (78,491)
Finance receivables - liquidations             67,691          58,991
Proceeds from sales of finance receivables     18,683          17,356
Operating leases - acquisitions               (12,814)        (12,379)
Operating leases - liquidations                 6,896           7,556
Investments in companies, net of cash acquired (2,684)           (424)
Other                                             121            (185)
                                               ------          ------
Net cash used in investing activities         (18,074)         (8,341)
                                               ------           -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (6,035)          2,464
Increase in long-term debt                     17,681          11,019
Decrease in long-term debt                     (9,360)         (7,591)
Repurchases of common and preference stocks    (1,868)         (3,071)
Proceeds from issuing common stocks               299             343
Proceeds from issuing preference stocks         1,500               -
Cash dividends paid to stockholders              (673)           (702)
                                               ------          ------
Net cash provided by financing activities       1,544           2,462
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (123)            (67)
                                               ------          ------
Net cash provided by (used in)
  continuing operations                         4,689          (1,541)
Net cash provided by (used in)
  discontinued operations                         128            (999)
                                               ------          ------
Net increase (decrease) in cash and
  cash equivalents                              4,817          (2,540)
Cash and cash equivalents at beginning
  of the period                                 9,874          10,273
                                               ------          ------
Cash and cash equivalents at end
  of the period                               $14,691          $7,733
                                               ======           =====















                                        - 18 -
<TABLE>

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
                                   (Unaudited)
<CAPTION>

                                                    Six Months Ended June 30,
                                                    -------------------------
                                                   1999                  1998
                                                   ----                  ----
                                          Automotive,   Financing    Automotive,   Financing
                                          Electronics      and       Electronics     and
                                            and Other   Insurance    and Other     Insurance
                                          --------------------------------------------------
                                                       (Dollars in Millions)
<S>                                        <C>         <C>             <C>         <C>
Net cash provided by operating activities   $12,803     $8,539          $368       $4,037

Cash flows from investing activities
Expenditures for property                    (3,019)      (106)       (3,753)         (74)
Investments in other marketable securities
   - acquisitions                            (3,119)   (10,620)       (4,466)      (8,503)
Investments in other marketable securities
   - liquidations                             1,855     10,313         7,815        8,951
Mortgage servicing rights - acquisitions          -       (662)            -         (742)
Mortgage servicing rights - liquidations          -          4             -            7
Finance receivables - acquisitions                -    (90,613)            -      (78,491)
Finance receivables - liquidations                -     67,691             -       58,991
Proceeds from sales of finance receivables        -     18,683             -       17,356
Operating leases - acquisitions              (4,613)    (8,201)       (3,042)      (9,337)
Operating leases - liquidations               2,889      4,007         2,815        4,741
Investments in companies, net of
  cash acquired                              (2,558)      (126)         (409)         (15)
Net investing activity with Financing and
  Insurance Operations                           75          -           150            -
Other                                          (876)       997        (1,049)         864
                                             ------     ------         -----       ------
Net cash used in investing activities        (9,366)    (8,633)       (1,939)      (6,252)
                                              -----      -----         -----        -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (393)    (5,642)          898        1,566
Increase in long-term debt                    2,433     15,248         2,648        8,371
Decrease in long-term debt                   (2,130)    (7,230)       (1,079)      (6,512)
Net financing activity with Automotive,
  Electronics and Other Operations                -        (75)            -         (150)
Repurchases of common and preference stocks  (1,868)         -        (3,071)           -
Proceeds from issuing common stocks             299          -           343            -
Proceeds from issuing preference stocks       1,500          -             -            -
Cash dividends paid to stockholders            (673)         -          (702)           -
                                                ---      -----           ---       ------
Net cash (used in) provided by
  financing activities                         (832)     2,301          (963)       3,275
                                                ---      -----           ---        -----

Effect of exchange rate changes on cash and
  cash equivalents                             (126)         3           (67)           -
Net transactions with Automotive/Financing
  Operations                                   (338)       338         1,473       (1,473)
                                              -----      -----         -----        -----
Net cash provided by (used in) continuing
  operations                                  2,141      2,548        (1,128)        (413)
Net cash provided by (used in) discontinued
  operations                                    128          -          (999)           -
                                              -----      -----          ----        -----
Net increase (decrease) in cash and
  cash equivalents                            2,269      2,548        (2,127)        (413)
Cash and cash equivalents at beginning
  of the period                               9,728        146         9,696          577
                                              -----      -----         -----          ---
Cash and cash equivalents at end
  of the period                             $11,997     $2,694        $7,569         $164
                                             ======      =====         =====          ===



</TABLE>










                                        - 19 -



                            Record DIRECTV Growth
                   Highlights Second Quarter Hughes Results

      El  Segundo,   Calif.,  July  19,  1999--Hughes   Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless systems and services,  today reported second quarter 1999
revenues increased 29.7% to $1,776.0 million,  compared with $1,369.0 million in
the second quarter of 1998.

     "Our  revenue  growth  reflects  our  transformation  into  a  high-growth,
subscriber-driven, services company," said Michael T. Smith, Hughes chairman and
chief executive officer. "As a result of our merger with United States Satellite
Broadcasting Company, Inc., the purchase of the PRIMESTAR medium-power satellite
business and the Tempo  high-power  satellite  assets,  plus our  alliance  with
America Online, Inc., we took major strides toward achieving our vision of being
the premier provider of integrated  entertainment and information services. With
more than 60% growth over last year, we had our best second quarter ever for new
DIRECTV(R) subscribers in the United States, and our best quarter ever for sales
of DIRECTV receiving  equipment  manufactured by Hughes Network Systems. We also
saw growth at PanAmSat due to increased revenues from operating leases."

      EBITDA(1) for the second  quarter  of 1999 was $63.2  million  and  EBITDA
margin(1) was 3.6%, compared to EBITDA of $178.4  million  and EBITDA  margin of
13.0% in the second quarter of 1998.

      The  decline in EBITDA was  principally  due to the  previously  announced
increased  development costs and schedule delays experienced by Hughes Space and
Communications  Company  (HSC),  which resulted in a second quarter 1999 pre-tax
charge (after  intercompany  eliminations)  of $125.0 million.  This decline was
partially  offset  by  improved  EBITDA  at  Hughes  Network  Systems  (HNS) and
PanAmSat.

      "Although our company's  overall EBITDA  declined  principally  due to the
increased costs incurred by HSC," Smith added,  "we again had positive EBITDA in
our DIRECTV U.S.  business and expect it to achieve  significant  EBITDA  growth
going forward."

      Hughes had a second  quarter  1999 loss(2) of $92.3  million,  compared to
earnings(2)  of $56.1  million in the same period for 1998.  This  resulted in a
loss per share,  including the effect of preferred stock dividends,  of $0.23 in
the  second  quarter of 1999  versus  earnings  per share  (EPS) of $0.14 in the
second   quarter  of  1998.  The  change  in  earnings  and  EPS  was  primarily
attributable to the decline in EBITDA (described above), higher depreciation and
amortization  expenses  related  principally  to  the  United  States  Satellite
Broadcasting  Company,  Inc.  (USSB) and  PRIMESTAR  transactions  and increased
PanAmSat satellite expenditures, and an increase in net interest expense.








                                    - 20 -


                          Six-Month Financial Review

      For the first half of 1999,  revenues increased 21.3% to $3,227.8 million,
compared  to  $2,660.0  million  in the  first  half of 1998.  This  growth  was
primarily the result of record  subscriber  growth in the company's DIRECTV U.S.
business,  as well as additional  revenues resulting from the USSB and PRIMESTAR
transactions.  HNS also  contributed  to the revenue  growth  through its record
sales of DIRECTV receiving equipment.

      EBITDA  for the first six  months of 1999 was  $149.4  million  and EBITDA
margin was 4.6%, compared to EBITDA of $359.7 million and EBITDA margin of 13.5%
in  the  same  period  of  1998.  The  declines  were  principally  due  to  the
aforementioned  $125.0 million pre-tax charge related to the Company's satellite
manufacturing  unit,  and a first  quarter 1999 pre-tax  charge of $92.0 million
resulting from the  termination of the  Asia-Pacific  Mobile  Telecommunications
(APMT) satellite system contract due to export licenses not being issued.  These
declines were partially offset by EBITDA  improvements by the Company's  DIRECTV
businesses, HNS and PanAmSat.

      In the first half of 1999,  Hughes  incurred a loss of $14.0 million and a
loss per share,  including the effect of preferred  stock  dividends,  of $0.04,
compared to  earnings of $100.6  million and EPS of $0.25 for the same period in
1998. The decline was principally due to the reduced EBITDA, higher depreciation
and  amortization  expenses  related  principally  to  the  USSB  and  PRIMESTAR
transactions and increased PanAmSat satellite  expenditures,  and an increase in
net interest expense.  These declines were partially offset by an after-tax gain
of $94.3  million  ($154.6  million  pre-tax)  related to the  settlement of the
Williams patent infringement case(3).



                Segment Financial Review: Second Quarter 1999
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  more than  doubled  to $870.2
million  from  $401.5  million in the second  quarter of 1998.  The  segment had
negative  EBITDA of $6.8 million  compared with negative EBITDA of $16.7 million
in the second quarter of 1998.

      United States:  DIRECTV reported quarterly revenues of $778 million,  more
than twice last year's second quarter revenues of $368 million. The increase was
due to strong  subscriber  growth and higher monthly revenue per subscriber,  as
well as additional revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added  369,000  net new  subscribers  in the  quarter,  excluding
subscribers added through the USSB and PRIMESTAR transactions.  This compared to
227,000 net new  subscribers in the second quarter of 1998, or a 63% increase on
the same  basis.  As of June 30,  1999,  DIRECTV had  approximately  7.4 million
subscribers.  The principal  second quarter changes in net subscribers are shown
below:




                                    - 21 -


        Total, March 31, 1999                               4,762,000
        Second Quarter 1999 Results:
        -  Net new DIRECTV (high-power service) subscribers   369,000
        -  Former USSB-only subscribers                       145,000
        -  Subscribers converted to DIRECTV
           (high-power service) from "PRIMESTAR
           by DIRECTV" (medium-power service)                  25,000
        -  Remaining "PRIMESTAR by DIRECTV"
           (medium-power service) subscribers               2,074,000
                                                           ----------
        Total, June 30, 1999                                7,375,000
                                                           ==========

      EBITDA for the  second  quarter of 1999 was $13  million  compared  to $12
million in the preceding year's second quarter.  This increase was due to EBITDA
contributions from the USSB and PRIMESTAR transactions, which were mostly offset
by higher marketing and advertising expenses.

      Latin  America  and  Japan:  Hughes'  DIRECTV  business  in Latin  America
generated  $77 million in revenues for the quarter  compared with $32 million in
the second quarter of 1998. This increase was due to continued subscriber growth
and additional revenues resulting from the consolidation of SurFin Ltd.(4), and
Grupo Galaxy Mexicana, S.A. de C.V. (GGM)(4).

      The DIRECTV  service in Latin America added 47,000 net new  subscribers in
the second quarter of 1999,  compared to 49,000 acquired in the same period last
year,  bringing total DIRECTV subscribers in Latin America to 601,000 as of June
30, 1999.

      In the quarter,  the Latin American DIRECTV  operations  reported negative
EBITDA of $13 million  compared  to negative  EBITDA of $26 million for the same
period in 1998. This  improvement was primarily due to higher revenue growth and
EBITDA contributions resulting from the consolidation of SurFin.

      In addition,  DIRECTV Japan reported a total of 291,200 subscribers at the
end of the second quarter of 1999.  Hughes'  minority  share of DIRECTV  Japan's
losses were $23 million for the quarter, compared with $16 million in the second
quarter of 1998.  These losses are reported in "Other,  net" in the Statement of
Income (Loss) and Available Separate Consolidated Net Income (Loss).











                                       - 22 -


                               Satellite Services

      PanAmSat,  which is 81% owned by  Hughes,  reported  second  quarter  1999
revenues of $200.4  million  compared  with $191.1  million in the prior  year's
period.  The revenue  growth was primarily due to a 2% increase in overall video
services  revenues,  which grew to $142  million.  This  growth was driven by an
increase in operating lease revenue  principally from new revenues on the PAS-6B
satellite,  which were partially offset by lower revenues on the PAS-5 satellite
as  a  result  of  a   reduction   in  its   usable   capacity.   In   addition,
telecommunications  services revenue grew 19% to $47 million during the quarter,
primarily due to the growth in data and Internet-related service agreements.

      EBITDA for the quarter was $151.0  million,  a 13.4%  increase over second
quarter 1998 EBITDA of $133.1  million.  EBITDA margin in the second  quarter of
1999 was 75.3%,  compared to 69.6% in the same period of 1998.  The increases in
EBITDA  and  EBITDA  margin  were  principally  due to lower  leaseback  expense
resulting  from the  exercise  of  certain  early  buy-out  opportunities  under
sale-leaseback  agreements  and a provision for loss recorded  during the second
quarter of 1998 related to the Galaxy IV satellite in-orbit failures.

                                Satellite Systems

      Second  quarter  1999  revenues  declined  to $553.8  million  from $674.8
million  for the same  period in 1998.  This  variance  was  principally  due to
contract  revenue  adjustments  and delayed revenue  recognition  related to the
previously  announced increased costs and schedule delays on several new product
lines at HSC.

      The segment reported negative EBITDA of $119.6 million, compared to EBITDA
of $71.5  million in the  second  quarter of 1998.  This  variance  was due to a
second quarter 1999 pre-tax charge, before intercompany eliminations,  of $178.0
million related to the previously announced increased costs and schedule delays.


                                 Network Systems

      Second  quarter 1999 revenues grew 53.9% at HNS,  reaching  $341.1 million
versus  $221.7  million in the same period last year.  This was primarily due to
increased sales of DIRECTV receiving equipment.

      HNS  achieved  EBITDA  of $25.0  million  in the  quarter,  compared  to a
negative EBITDA of $15.3 million in the second quarter of 1998. EBITDA margin in
the second  quarter  of 1999 was 7.3%.  The 1999  increase  in EBITDA and EBITDA
margin is  primarily  attributable  to a second  quarter  1998  provision of $26
million associated with the bankruptcy filing by a customer.







                                       - 23 -



                                BALANCE SHEET

      From December 31, 1998 to June 30, 1999, the Company's  consolidated  cash
balance  declined  $483.4 million to $858.7 million and long-term debt increased
$460.9  million to $1,239.6  million.  The principal cash  requirements  for the
first six months were for the acquisition of PRIMESTAR's  medium-power satellite
business,  purchase of the Tempo high-power  satellite assets,  early buy-out of
certain  PanAmSat  satellite  sale-leaseback   agreements  and  working  capital
requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America Online,  Inc. (AOL) and the proceeds from the settlement of the Williams
patent infringement case.(3)  On June  21,  1999,  Hughes  and AOL  announced  a
strategic   alliance  to  develop  and  market   uniquely   integrated   digital
entertainment  and  Internet  services  nationwide.  The alliance is expected to
accelerate  subscriber  growth and  revenue per  subscriber  for DIRECTV and the
DirecPC(R)   satellite-based  broadband  Internet  delivery  system.  Under  the
agreement,  AOL made a $1.5 billion  investment in a General  Motors Corp.  (GM)
preferred  equity  security,   which  carries  a  6.25%  coupon  rate,  that  is
automatically  convertible  to GM Class H common stock at a 24% premium in three
years.

      Also in the second quarter of 1999,  approximately  4.9 million new shares
of GM Class H common stock were issued in conjunction  with Hughes'  acquisition
of the PRIMESTAR  medium-power  satellite business.  In July 1999, an additional
22.6  million new shares of GM Class H common  stock were  issued in  connection
with Hughes' merger with USSB.  For purposes of calculating  EPS, the additional
4.9 million  shares were  considered  outstanding as of April 27, 1999, the 22.6
million shares were considered outstanding as of May 20, 1999 and the GM Class H
dividend base was adjusted accordingly.

      Hughes  Electronics  Corporation  is a unit of GM. The  earnings of Hughes
Electronics  are used to calculate  the earnings per share  attributable  to GMH
(NYSE symbol) common stock.


      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which include but are not limited to those  associated with: (1)
the  failure to maintain  leading  technologies,  (2)  satellite  failures,  (3)
manufacturing  delays, (4) product demand and market acceptance,  (5) ability to
achieve cost reductions and  successfully  integrate  acquired  businesses,  (6)
regulatory  approvals  (including  the failure to obtain export  licenses),  (7)
pending  litigation  (including  a pending  grand jury  investigation  regarding
export control laws) and (8) Year 2000  compliance.  Hughes  cautions that these
important factors are not exclusive.


                                    - 24 -


----------------------
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin is calculated by dividing EBITDA by total revenues.

(2) Excludes the effects of purchase  accounting  adjustments related to General
Motors' acquisition of Hughes in 1985.

(3) Hughes was awarded a final judgement arising from its long-running  Williams
patent  infringement  case,  which was  originally  filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the  geosynchronous  satellite  practical.  A payment of $154.6
million was  received in the first  quarter of 1999 and was  recorded in "Other,
net."

(4) SurFin Ltd.,  provides  financing for DIRECTV  receiving  equipment in Latin
America.  Grupo  Galaxy  Mexicana,  S.A.  de C.V.  (GGM) is the local  operating
company  providing  DIRECTV service in Mexico.  As a result of transactions that
were completed in November 1998 (SurFin) and February 1999 (GGM),  Hughes owns a
majority position in each company.


                                     ###






























                                    - 25 -
STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                           Six Months Ended
                                    Second Quarter             June 30,
                                    --------------             --------
                                   1999        1998        1999        1998
---------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,065.1      $606.4    $1,800.8    $1,205.3
Product sales                      710.9       762.6     1,427.0     1,454.7
----------------------------------------------------------------------------
   Total Revenues                1,776.0     1,369.0     3,227.8     2,660.0
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              685.7       580.6     1,354.9     1,122.9
Broadcast programming and
  other costs                      478.6       250.8       770.2       515.6
Selling, general and
  administrative expenses          548.5       359.2       953.3       661.8
Depreciation and amortization      159.8       100.2       282.8       197.9
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                1,877.9     1,296.1     3,371.8     2,508.8
----------------------------------------------------------------------------
Operating Profit (Loss)           (101.9)       72.9      (144.0)      151.2
Interest income                      4.9        30.6        18.5        68.1
Interest expense                   (12.4)       (2.9)      (19.3)       (5.9)
Other, net                         (37.5)      (35.1)      100.2       (69.4)
-----------------------------------------------------------------------------
Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change    (146.9)       65.5       (44.6)      144.0
Income tax provision (benefit)     (42.5)       23.3        (6.7)       54.7
Minority interests in net
  losses of subsidiaries             6.8         8.6        13.3         9.9
----------------------------------------------------------------------------
Income (Loss) before cumulative
  effect of accounting change      (97.6)       50.8       (24.6)       99.2
Cumulative effect of accounting
  change, net of taxes                 -           -           -        (9.2)
----------------------------------------------------------------------------
Net Income (Loss)                  (97.6)       50.8       (24.6)       90.0
Adjustments to exclude the
   effect of GM purchase
   accounting adjustments (1)        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Earnings (Loss) excluding GM purchase
   Accounting adjustments          (92.3)       56.1       (14.0)      100.6
Preferred Stock Dividends           (1.6)         -         (1.6)         -
---------------------------------------------------------------------------
Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(93.9)      $56.1      $(15.6)     $100.6
============================================================================
Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       121.0       105.2       113.6       104.7
Average Class H dividend base
   (in millions) (Denominator)     414.9       399.9       407.5       399.9
Available Separate Consolidated
   Net Income (Loss)              $(27.4)      $14.7       $(4.3)      $26.2
============================================================================
Earnings (Loss) Attributable to General Motors
   Class H Common Stock on a Per Share
   Basis  - Basic and Diluted     $(0.23)      $0.14      $(0.04)      $0.25
============================================================================

(1) Relates to General Motors' purchase of Hughes in 1985.


                                    - 26 -


BALANCE SHEET
(Dollars in Millions)
                                                      June 30,  December 31,
ASSETS                                                 1999         1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $858.7         $1,342.1
Accounts and notes receivable                       1,345.0            922.4
Contracts in process                                  690.6            783.5
Inventories                                           653.8            471.5
Prepaid expenses, deferred income taxes and other     591.5            326.9
----------------------------------------------------------------------------

Total Current Assets                                4,139.6          3,846.4
Satellites - Net                                    3,515.8          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   162.0            173.4
Intangible Assets - Net                             7,420.0          3,552.2
Investments and Other Assets                        1,732.6          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,273.0        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,020.4           $764.1
Advances on contracts                                 178.0            291.8
Deferred revenues                                      94.7             43.8
Current portion of long-term debt                     184.4            156.1
Accrued liabilities                                 1,542.2            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           3,019.7          2,009.5
Long-Term Debt                                      1,239.6            778.7
Deferred Gains on Sales and Leasebacks                 59.6            121.5
Postretirement Benefits Other Than Pensions           153.9            150.7
Other Liabilities and Deferred Credits              1,495.1            867.1
Deferred Income Taxes                                 447.2            643.9
Minority Interests                                    502.2            481.7
Stockholder's Equity                               11,355.7          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,273.0        $13,435.0
============================================================================

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).













                                    - 27 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                          Six Months Ended
                                    Second Quarter            June 30,
                                    --------------            --------
                                   1999        1998      1999        1998
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $870.2      $401.5  $1,426.8      $789.4
EBITDA (1)                         $(6.8)     $(16.7)    $(2.9)     $(25.8)
Operating Loss                    $(68.4)     $(40.2)   $(91.8)     $(71.8)
Depreciation and Amortization      $61.6       $23.5     $88.9       $46.0
Capital Expenditures (2)           $78.2       $34.4    $155.8       $48.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $200.4      $191.1    $393.9      $384.1
EBITDA (1)                        $151.0      $133.1    $296.9      $273.3
EBITDA Margin (1)                   75.3%       69.6%     75.4%       71.2%
Operating Profit                   $83.2       $74.4    $162.3      $160.1
Operating Profit Margin             41.5%       38.9%     41.2%       41.7%
Depreciation and Amortization      $67.8       $58.7    $134.6      $113.2
Capital Expenditures (3)          $135.4      $164.7    $475.2      $414.3
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $553.8      $674.8  $1,184.1    $1,299.1
EBITDA (1)(4)                    $(119.6)      $71.5   $(121.0)     $137.3
EBITDA Margin (1)                   N/A         10.6%      N/A        10.6%
Operating Profit (Loss) (4)      $(133.0)      $60.0   $(147.4)     $115.1
Operating Profit Margin             N/A          8.9%      N/A         8.9%
Depreciation and Amortization      $13.4       $11.5     $26.4       $22.2
Capital Expenditures               $22.8       $21.6     $35.1       $32.3
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $341.1      $221.7    $572.0      $406.4
EBITDA (1)(4)                      $25.0      $(15.3)    $19.1      $(18.7)
EBITDA Margin (1)                    7.3%       N/A        3.3%        N/A
Operating Profit (Loss) (4)        $11.3      $(25.2)    $(6.5)     $(37.1)
Operating Profit Margin              3.3%       N/A        N/A         N/A
Depreciation and Amortization      $13.7        $9.9     $25.6       $18.4
Capital Expenditures               $15.5       $10.9     $17.7       $15.7
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(189.5)    $(120.1)  $(349.0)    $(219.0)
EBITDA (1)                         $13.6        $5.8    $(42.7)      $(6.4)
Operating Profit (Loss)            $10.3        $9.2    $(50.0)      $(4.5)
Depreciation and Amortization       $3.3       $(3.4)     $7.3       $(1.9)
Capital Expenditures               $36.7       $10.0      $4.5      $135.9
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,776.0    $1,369.0  $3,227.8    $2,660.0
EBITDA (1)(4)                      $63.2      $178.4    $149.4      $359.7
EBITDA Margin (1)                    3.6%       13.0%      4.6%       13.5%
Operating Profit (Loss) (4)       $(96.6)      $78.2   $(133.4)     $161.8
Operating Profit Margin             N/A          5.7%      N/A         6.1%
Depreciation and Amortization     $159.8      $100.2    $282.8      $197.9
Capital Expenditures              $288.6      $241.6    $688.3      $646.3
--------------------------------------------------------------------------

See notes on next page.










                                    - 28 -


*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated 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 excludes 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, are presented.
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
    the sum of operating profit (loss) and depreciation and amortization. EBITDA
    margin is calculated by dividing EBITDA by total revenues.
(2) Includes satellite expenditures amounting to $22.5 million and $75.5 million
    in the second quarter and first six months of 1999, respectively.
(3) Includes satellite expenditures  amounting to $125.9 million, $94.4 million,
    $315.6  million  and $240.0   million,   respectively.   Also  included  are
    expenditures related  to the  early  buy-out  of  satellite  sale-leasebacks
    totaling $58.9 million for the second quarter of 1998 and $141.3 million and
    $155.5 million for the first six months of 1999 and 1998, respectively.
(4) Amounts for the six months  ended  June 30,  1999  include  charges of $81.0
    million and $11.0  million  for the Satellite  Systems and Network  Systems,
    respectively, relating  to  the  termination   of  the  Asia-Pacific  Mobile
    Telecommunications satellite  systems  contract  due to export  licenses not
    being issued.





                                  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    July 20, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)



















                                    - 29 -
[{"type": "8-K", "sequence": "1", "description": "SECOND QUARTER EARNINGS RELEASE", "secsgml_size_bytes": 104367}]
{"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": "99667202"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48265-1000", "phone": "3135565000"}, "mail-address": {"street1": "3044 W GRAND BOULEVARD", "city": "DETROIT", "state": "MI", "zip": "48202-3091"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) July 19, 1999
                                  ----------------

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

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

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

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

                                    - 1 -

ITEM 5. OTHER EVENTS

      On July 20,  1999,  a news  release  was  issued on the  subject of second
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q. The following
are the second  quarter  earnings  releases for Hughes  Electronics  Corporation
(Hughes) dated July 19, 1999 and GM dated July 20, 1999.

             GM EARNS A RECORD $1.7 BILLION, OR $2.66 PER SHARE,
                        IN THE SECOND QUARTER OF 1999

   DETROIT  --  General  Motors  Corp.   (NYSE:   GM)  today   reported   record
second-quarter  income and earnings per share from continuing operations of $1.7
billion,  or $2.66  diluted  earnings  per share of GM $1-2/3  par value  common
stock,  in the second  quarter of 1999.  That  compares  with net income of $306
million,  or $0.40 per share,  in the  strike-impacted  second  quarter of 1998.
These results exclude Delphi Automotive  Systems (NYSE: DPH), which was spun off
as an independent company May 28, 1999.

   Delphi is now classified by GM as a discontinued  operation and is treated as
such in the balance of this release.  Including  Delphi's  results in the second
quarter through May 28, GM's  consolidated  net income totaled $1.9 billion,  or
$2.94 per share,  compared with $389  million,  or $0.52 per share in the second
quarter of 1998.  (All  per-share  amounts in this  release are  diluted  unless
otherwise noted.)

   "In one of the most  intensely  competitive  markets in recent  history,  our
North  American  automotive  operations  took advantage of the strong demand and
recorded  net  income of $1.5  billion,  despite  the  extremely  tough  pricing
environment  in this key region," said GM Chairman and Chief  Executive  Officer
John F. Smith, Jr.

   "The continued strong performance of GM North America, and improved financial
results from GM Europe and General Motors Acceptance  Corporation  (GMAC) in the
second  quarter  offset  challenges  in other  business  sectors and  automotive
regions,  which through intensive  structural-cost  reductions performed in line
with  our  expectations.  The  consolidated  results  show the  strength  of our
globally integrated company," Smith said.

   Consolidated  net sales and  revenues in the second  quarter of 1999  totaled
$45.1 billion, compared with $37.3 billion for the second quarter of 1998.

   Cash,   marketable   securities  and  assets  of  the  Voluntary   Employees'
Beneficiary  Association (VEBA) trust invested in fixed-income  securities ($3.0
billion) totaled $16.7 billion at June 30, 1999,  compared with $11.0 billion at
June 30, 1998, and $16.2 billion at March 31, 1999.  These cash amounts  exclude
GM's financing and insurance operations.

   "While maintaining an appropriate cash position, we continued to fund our new
product programs,  pursue strategic acquisitions and alliances to take advantage
of  growth   opportunities,   and  followed  through  on  our  shareholder-value
initiatives,   including   the  May  28  tax-free   spin-off  of  Delphi  to  GM
stockholders, and our ongoing share-repurchase program," Smith said.

                                    - 2 -

   During the second  quarter and through  July 19,  1999,  GM  repurchased  7.5
million shares of its $1-2/3 par value common stock worth $520 million. Combined
with earlier  repurchases,  this completes 58 percent of the corporation's  most
recent $4 billion  stock-repurchase  program  initiated in March of 1998.  Since
January 1997, GM has repurchased  approximately  115 million shares of GM $1-2/3
par value  common stock worth $7.3  billion,  or about 15.2 percent of the total
shares outstanding.

   The  corporation's  1999  second-quarter  return  on net  assets  (RONA)  for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  16.3
percent.  "We're pleased with this result but recognize that we need to continue
improving our RONA  performance to meet our target of a 12.5-percent  annualized
return on net assets over the automotive business cycle," Smith said.

   Following  is a summary of income from GM's  business  segments in the second
quarter  of 1999,  compared  with the  strike-impacted  prior-year  period  (see
Highlights for additional information):

              ($ in Millions)     Second Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   GM North America                       $1,473             ($194)
   GM Europe                                $187              $124
   GM Latin America/Africa/Mid-East         ($38)              $48
   GM Asia Pacific                          ($81)             ($36)
   Other Automotive                          $10               $34
                                             ---               ---

   Total Automotive                       $1,551              ($24)

   GMAC                                     $391              $365
   Hughes                                   ($92)              $56
   Other                                   ($116)             ($91)
                                           ------             -----

   Total Income from
     Continuing Operations                $1,734              $306

   GM  Automotive's  net margin was 4.2  percent in the second  quarter of 1999,
compared with a net-margin  loss of 0.1 percent in the same period last year. GM
North  America's  net  margin was 5.1  percent  in the  second  quarter of 1999,
continuing a positive trend and marking the third  consecutive  quarter that the
net margin exceeded the corporation's 5-percent objective.

   "GM North America's  product lineup  continued to score with consumers,  with
sales during June the best monthly  performance  for GM in more than ten years,"
said GM President and Chief Operating Officer G. Richard Wagoner, Jr. "The North
American market is red hot and brutally  competitive.  But the results show that
our focus on cost  reduction  and success in the  marketplace  lead to continued
strong  financial  results.  We continue  to make  fundamental  improvements  in
quality  and cost  competitiveness,  and we're  determined  to  intensify  these
efforts  to  maintain  strong  profitability  even  in  an  unforgiving  pricing
environment."

   Wagoner said,  "We are seeing our momentum  build in the United  States,  and
we're  especially  pleased  that our market  share topped 30 percent in the last
month of the quarter. We're committed to profitably sell all the vehicles we can
possibly make and grow our market share.

   "We expect that our newly  introduced  products  like the  all-new  Chevrolet
Impala and Buick LeSabre -- the first two among a total of 14 new  introductions
during 1999 -- are really going to help us in the marketplace," he said.

                                    - 3 -

   GM Europe  continued to build market  momentum  during the second  quarter of
1999,  ending  with a  10.0-percent  market  share for the  period,  up from 9.2
percent in the  second  quarter of 1998.  The first half of 1999  represents  an
all-time high sales volume for the Opel/Vauxhall brand.

   "The  second-quarter  improvement  resulted  from strong sales of the all-new
Opel/Vauxhall Zafira as well as increased Astra sales," Wagoner said.

   The Latin  America/Africa/Mid  East  region  continues  to be  affected by an
economic downturn.  "We improved operating efficiencies as well as increased our
unit sales and market share during the quarter,  compared with the first quarter
this year," Wagoner said. "However,  the overriding economic situation continued
to impact overall financial results."

   In the Asia-Pacific  region,  although the Japanese market remains depressed,
there are signs of economic  recovery  elsewhere.  "We are particularly  pleased
with the  progress  of our major  project in  Shanghai,  China,"  Wagoner  said.
"Regular production started on schedule in April,  quality levels are excellent,
and market  reception to the Buick model produced there has been so good that we
had to increase build schedules for the year, with production  through September
already  sold out.  In  addition,  we  recently  reached an  agreement  to begin
production of minivans in calendar-year 2000."

   GMAC reported  consolidated  net income of $391 million in the second quarter
of 1999,  compared  with $365  million  earned  in the  prior-year  period.  The
increase  was  led  by a  strong  improvement  in  results  by  GMAC's  mortgage
operations.

   "The continued  strong  performance of our finance and insurance  operations,
combined with increased  synergies  between GMAC and our automotive  operations,
give us a competitive advantage in the marketplace," Smith said.

   GMAC  announced  plans to  acquire  the  asset-based  lending  and  factoring
business  of The  Bank of New  York  (BNY).  The  acquired  business  unit,  BNY
Financial  Corporation  and its  affiliates,  is one of the leading  asset-based
lending and factoring  operations  in North America and the United  Kingdom with
nearly 3,000 clients worldwide.

   "This  acquisition  should  provide  GMAC with a solid  platform to become an
industry leader in commercial finance," Smith said.

   GMAC also announced plans to purchase  Arriva  Automotive  Solutions  Limited
(AAS),  one of  the  United  Kingdom's  leading  contract  hire  providers.  The
acquisition will give GMAC significant full-service leasing capability in the UK
contract hire market. AAS has approximately 70,000 fleet vehicles under contract
hire and fleet management arrangements.

   Hughes  Electronics'  net loss in the  second  quarter  of 1999  totaled  $92
million,  compared  with  income of $56  million in the second  quarter of 1998.
Revenues  increased  nearly 30 percent to $1.8 billion for the second quarter of
1999, from $1.4 billion in the prior-year period.

   Second-quarter-1999  results were adversely impacted by a $125 million pretax
charge  related to the  previously  announced  increased  development  costs and
schedule delays at Hughes Space and Communications Company.

                                    - 4 -

   The  revenue   increase  at  Hughes  was   primarily   driven  by  DIRECTV(R)
subscription  growth.  "Hughes  took  major  steps  during  the  quarter  toward
achieving its vision of being the premier  provider of integrated  entertainment
and  information  services  with the  acquisitions  of United  States  Satellite
Broadcasting  Company,  Inc. (USSB),  and the PRIMESTAR  medium-power  satellite
business, which added significantly to the subscriber base," Smith said.

   In addition, Hughes announced a strategic alliance with America Online (NYSE:
AOL), the world's leading  interactive  services company,  to develop and market
uniquely  integrated  digital  entertainment and Internet  services  nationwide.
Under the agreement,  America Online made a $1.5 billion investment in a General
Motors   security,   which  GM  has   invested  in  Hughes  for   infrastructure
enhancements.

   "This  alliance  should enable Hughes to accelerate its rate of growth in the
expanding  telecommunications  market,  as it jointly  develops  new content and
interactive  services for the U.S.  market and  elsewhere  in the world,"  Smith
said.

   As a result of AOL's  investment,  General Motors and Hughes have decided not
to proceed with the previously  planned public offering of $500 million of Class
H common stock nor GM's $500 million equity investment in Hughes.

   GM North America's second-quarter-1998 results included an unfavorable impact
of $890 million  after taxes,  or $1.32 per share,  related to major  production
losses caused by strikes at two GM component plants in Flint,  Mich. GM Europe's
second-quarter-1998  results include the unfavorable $44 million  after-tax,  or
$0.07  per  share,   effect  of  a  special  charge  related  to   work-schedule
modifications at Opel Belgium.

   In this  news  release,  use of the  words  expect,  should,  believe,  plan,
intensify,  overcome  and  similar  words are  associated  with  forward-looking
statements  that are  inherently  subject to numerous  risks and  uncertainties.
Accordingly,  there  can be no  assurance  that the  results  described  in such
forward-looking statements will be realized. The principal risk factors that may
cause   actual   results  to  differ   materially   from  those   expressed   in
forward-looking  statements  contained  in this news  release are  described  in
various documents filed by GM with the U.S. Securities and Exchange  Commission,
including  GM's Annual Report on Form 10-K for the year ended Dec. 31, 1998, (at
page II-22).

                                    # # #

                                    - 5 -

     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Three Months Ended
                                                      June 30,
                                               ---------------------

                                                   1999       1998
                                                ---------  ---------
      Net sales and revenues
      Manufactured products                      $39,261   $31,845(2)
      Financial services                           3,571     3,420
      Other income                                 2,235     2,007
                                                  ------    ------
       Total net sales and revenues              $45,067   $37,272
                                                  ------    ------
     Income from continuing operations            $1,734(5)   $306(1)(2)
     Income from discontinued operations             184        83
                                                  ------    ------
     Consolidated net income                      $1,918      $389
     Net profit margin from
       continuing operations                         3.8%      0.8%
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $1,754(5)   $275(1)(2)
       Discontinued operations                       184        83
                                                  ------    ------
       $1-2/3 par value                           $1,938      $358
       Class H                                      $(27)      $15
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.71(5)  $0.41(1)(2)
       Discontinued operations                      0.28      0.13
                                                  ------    ------
       $1-2/3 par value                            $2.99     $0.54
       Class H                                    $(0.23)    $0.14
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $2.66(5)  $0.40(1)(2)
       Discontinued operations                      0.28      0.12
                                                  ------    ------
       $1-2/3 par value                            $2.94     $0.52
       Class H                                    $(0.23)    $0.14
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $0.50     $0.50
       Class H                                     $   -     $   -
     .............................................................
     Book Value Per Share of Common Stocks
                              June 30,      Dec. 31,     June 30,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $20.02       $20.00         $21.02
       Class H                 $12.01       $12.00         $12.61
     .............................................................

   See footnotes beginning on page 9.

                                              continues

                                - 6 -

     HIGHLIGHTS - Q2 Consolidated Net Income
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                      June 30,
                                               ----------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $1,473       $(194)(2)
     GM Europe (GME)                               187         124 (1)
     GM Latin America/Africa/Mid-East (GMLAAM)     (38)         48
     GM Asia/Pacific (GMAP)                        (81)        (36)
     Other Automotive                               10          34
                                                 -----        ----
       Total GM Automotive (GMA)                $1,551        $(24)
     Hughes (6)                                    (92)         56
     Other                                        (150)       (120)
                                                 -----        ----
       Total Automotive, Electronics
         and Other Operations                   $1,309        $(88)

     GMAC                                         $391        $365
     Other                                          34          29
                                                 -----        ----
       Total Financing and Insurance Operations   $425        $394
                                                 -----        ----
     Income from continuing operations          $1,734(5)     $306(1)(2)
     Income from discontinued operations           184          83
                                                 -----        ----
     Consolidated Net Income                    $1,918        $389
                                                 =====        ====

                                              Three Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $28,673  $6,881   $1,206     $687
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $2,122    $272     $(87)    $(36)
     Income tax expense (benefit)       670      84      (33)     (13)
     Equity income (loss) and
       minority interests                21      (1)      16      (58)
                                      -----   -----    -----      ---
     Net income (loss)               $1,473    $187     $(38)    $(81)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.7%   (3.2%)  (11.8%)
     Effective income tax rate         31.6%   30.9%   37.9%    36.1%

                                              Three Months Ended
                                               June 30, 1998
                                      --------------------------------
                                      GMNA(2) GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $21,904  $6,227   $2,193     $756
                                     ------   -----    -----      ---
     Pre-tax (loss) income            $(335)   $244      $17       $4
     Income tax (benefit) expense      (124)    129      (10)       4
     Equity income (loss) and
       minority interests                17       9       21      (36)
                                      -----   -----    -----      ---
     Net (loss) income                $(194)   $124      $48     $(36)
                                       ====    ====      ===      ===

     Net (loss) profit margin          (0.9%)   2.0%      2.2%  (4.8%)
     Effective income tax rate         37.0%   52.9%    (58.8%)100.0%

See footnotes beginning on page 9.
                                                continues

                                   - 7 -

HIGHLIGHTS - Q2 Operating Information
                                      Three Months Ended
                                          June 30,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             664          549
                        Trucks           699          476
                                      ------       ------
         Total United States           1,363        1,025
       Canada and Mexico                 174          166
                                      ------       ------
           Total GM North America      1,537        1,191
                                      ------       ------
       GME                               556          589
       GMLAAM                            136          180
       GMAP                               98           98
                                      ------       ------
         Total International             790          867
                                      ------       ------
             Total Worldwide           2,327        2,058
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  240          286
                 - Trucks                476          494
       Pontiac                           178          168
       GMC                               149          147
       Buick                             127          119
       Oldsmobile                        101           96
       Saturn                             66           66
       Cadillac                           56           49
       Other                               3            8
                                      ------       ------
         Total United States           1,396        1,433
       Canada and Mexico                 178          193
                                      ------       ------
         Total GM North America        1,574        1,626
                                      ------       ------
       GME                               538          451
       GMLAAM                            131          177
       GMAP                              109          118
                                      ------       ------
         Total International             778          746
                                      ------       ------
             Total Worldwide           2,352        2,372
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.2%        32.1%
         Trucks                         28.8%        30.9%
           Total                        29.5%        31.6%
       Total North America              29.3%        31.1%
       Total Europe                     10.0%         9.2%
       Latin America                    20.2%        20.3%
       Asia and Pacific                  4.0%         4.6%
             Total Worldwide            16.5%        17.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.6%        22.3%
       % Fleet Sales - Trucks           16.5%        14.1%
       Total vehicles                   21.2%        18.4%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                64          51
       Trucks                              75          53
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(3)93.8%         N/A
      .....................................................
      GMNA
       Net Price (%)                    (0.2%)       (2.6%)
      .....................................................
       See footnotes beginning on page 9.
                                               continues

                                   - 8 -

HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (4)
       Depreciation                   $1,269         $901
       Amortization of special tools     635          519
       Amortization of intangible
         assets                           48           24
                                      ------        -----
            Total                     $1,952       $1,444
                                      ======        =====
     ....................................................
     Worldwide Employment at June 30 (in 000s)
       GMNA                              227          231
       GME                                83           81
       GMLAAM                             22           26
       GMAP                               10            9
       Hughes                             18           15
       GMAC                               26           22
       Other                              11            9
                                      ------       ------
         Total                           397          393
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,584       $5,048
     ....................................................

     (1)   The  second-quarter  1998  results  included a pre-tax  charge of $74
           million  ($44 million  after-tax,  or $0.07 basic per share of $1-2/3
           par value common stock),  related to work schedule  modifications  at
           Opel Belgium.
     (2)   GM  North   America's   second-quarter-1998   results   included   an
           unfavorable  impact of $890 million after taxes,  or $1.32 per share,
           related  to major  production  losses  caused  by  strikes  at two GM
           component plants in Flint, Michigan.
     (3)   GM changed its method of calculating  capacity  utilization from mass
           relief  to tag  relief  in  1999.  Quarterly  1998  figures  are  not
           available,  however  capacity  utilization for Calendar Year 1998 was
           77.2% using the new methodology.
     (4)   Amounts exclude  depreciation and  amortization  charges incurred by
           the financing and insurance operations.
     (5)   Records for income and EPS are based upon reported  amounts  adjusted
           to exclude the effects of significant  dispositions not classified as
           discontinued operations.
     (6)   Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and in 1999 excludes
           series A Preferred Stock dividends payable to General Motors.

                                - 9 -

     HIGHLIGHTS - Q2 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Six Months Ended
                                                     June 30,
                                               ---------------------

                                                  1999        1998
                                               ---------    ---------
      Net sales and revenues
      Manufactured products                      $75,881   $66,738(2)
      Financial services                           7,080     6,730
      Other income                                 4,541     3,828
                                                  ------    ------
       Total net sales and revenues              $87,502   $77,296
                                                  ------    ------
     Income from continuing operations            $3,554(6) $1,674(1)(2)
     Income from discontinued operations             426       319
                                                  ------    ------
     Consolidated net income                      $3,980    $1,993
     Net profit margin from
       continuing operations                         4.1%      2.2%
 ..................................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $3,535(6) $1,613(1)(2)
       Discontinued operations                       426       319
                                                  ------    ------
       $1-2/3 par value                           $3,961    $1,932
       Class H                                       $(4)      $29(3)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.44(6)  $2.37(1)(2)
       Discontinued operations                      0.65      0.48
                                                  ------    ------
       $1-2/3 par value                            $6.09     $2.85
       Class H                                    $(0.04)    $0.27(3)
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $5.33(6)  $2.33(1)(2)
       Discontinued operations                      0.64      0.46
                                                  ------    ------
       $1-2/3 par value                            $5.97     $2.79
       Class H                                    $(0.04)    $0.27(3)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.00     $1.00
       Class H                                     $   -     $   -
     .............................................................

   See footnotes beginning on page 13.

                                              continues

                               - 10 -

     HIGHLIGHTS - Q2 Consolidated Net Income
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Six Months Ended
                                                   June 30,
                                           ------------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $2,881        $647(2)
     GM Europe (GME)                               361         223(1)
     GM Latin America/Africa/Mid-East (GMLAAM)     (63)        101
     GM Asia/Pacific (GMAP)                       (141)        (30)
     Other Automotive                               23          27
                                                 -----       -----
       Total GM Automotive (GMA)                $3,061        $968
     Hughes (7)                                    (14)        110(3)
     Other                                        (291)       (162)
                                                 -----       -----
       Total Automotive, Electronics
         and Other Operations                   $2,756        $916

     GMAC                                         $783        $714
     Other                                          15          44
                                                 -----       -----
       Total Financing and Insurance Operations   $798        $758
                                                 -----       -----
     Income from continuing operations          $3,554(6)   $1,674(1)(2)
     Income from discontinued operations           426         319
                                                 -----       -----
     Consolidated Net Income                    $3,980      $1,993
                                                 =====       =====

                                              Six Months Ended
                                               June 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $55,991 $13,015   $2,228   $1,307
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $4,219    $553    $(145)    $(61)
     Income tax expense (benefit)     1,335     189      (69)     (19)
     Equity (loss) income and
       minority interests                (3)     (3)      13      (99)
                                      -----   -----    -----      ---
     Net income (loss)               $2,881    $361     $(63)   $(141)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.1%    2.8%   (2.8%)  (10.8%)
     Effective income tax rate         31.6%   34.2%   47.6%    31.1%

                                              Six Months Ended
                                               June 30, 1998
                                      --------------------------------
                                      GMNA(2) GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Revenues                       $47,793 $11,624   $4,217   $1,484
                                     ------   -----    -----      ---
     Pre-tax income (loss)             $889    $447      $33      $(4)
     Income tax expense (benefit)       262     220      (29)       4
     Equity income (loss) and
       minority interests                20      (4)      39      (22)
                                      -----   -----    -----      ---
     Net income (loss)                 $647    $223     $101     $(30)
                                      =====   =====    =====      ===

     Net profit (loss) margin           1.4%    1.9%      2.4%  (2.0%)
     Effective income tax rate         29.5%   49.2%    (87.9%)(100.0%)

See footnotes beginning on page 13.
                                                continues

                                  - 11 -

HIGHLIGHTS - Q2 Operating Information
                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,335        1,123
                        Trucks         1,336        1,068
                                      ------       ------
         Total United States           2,671        2,191
       Canada and Mexico                 368          346
                                      ------       ------
           Total GM North America      3,039        2,537
                                      ------       ------
       GME                             1,025        1,009
       GMLAAM                            258          358
       GMAP                              191          213
                                      ------       ------
         Total International           1,474        1,580
                                      ------       ------
             Total Worldwide           4,513        4,117
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  451          495
                 - Trucks                853          872
       Pontiac                           332          290
       GMC                               270          264
       Buick                             235          215
       Oldsmobile                        195          169
       Saturn                            117          117
       Cadillac                           87           92
       Other                              18           13
                                      ------       ------
         Total United States           2,558        2,527
       Canada and Mexico                 330          331
                                      ------       ------
         Total GM North America        2,888        2,858
                                      ------       ------
       GME                             1,048          943
       GMLAAM                            256          350
       GMAP                              209          253
                                      ------       ------
         Total International           1,513        1,546
                                      ------       ------
             Total Worldwide           4,401        4,404
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.6%        31.4%
         Trucks                         27.7%        30.5%
           Total                        29.2%        30.9%
       Total North America              29.0%        30.5%
       Total Europe                      9.8%         9.5%
       Latin America                    19.7%        20.1%
       Asia and Pacific                  3.6%         4.5%
             Total Worldwide            15.7%        16.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.0%        23.9%
       % Fleet Sales - Trucks           15.3%        15.0%
       Total vehicles                   22.0%        19.7%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(4)90.3%       N/A
      .....................................................

       See footnotes beginning on page 13.
                                               continues

                                  - 12 -

HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Six Months Ended
                                          June 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (5)
       Depreciation                   $2,071       $1,796
       Amortization of special tools   1,254        1,082
       Amortization of intangible
         assets                           79           49
                                       -----        -----
            Total                     $3,404       $2,927
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $10,981     $10,318
     ....................................................

     (1) The  second-quarter  1998  results  included  a  pre-tax  charge of $74
         million ($44 million after-tax,  or $0.07 basic per share of $1-2/3 par
         value common  stock),  related to work schedule  modifications  at Opel
         Belgium.
     (2) GM North America's  second-quarter-1998 results included an unfavorable
         impact of $890  million  after  taxes,  or $1.32 per share,  related to
         major production losses caused by strikes at two GM component plants in
         Flint, Michigan.
     (3) 1998 results exclude the cumulative  effect of accounting  change of $9
         million due to Hughes'  adoption of SOP 98-5.  GM had  reported  the $9
         million change in fourth  quarter 1998 results and Hughes  reported the
         change as a restatement of first quarter 1998 results.
     (4) GM changed its method of  calculating  capacity  utilization  from mass
         relief to tag relief in 1999. Quarterly 1998 figures are not available,
         however capacity utilization for Calendar Year 1998 was 77.2% using the
         new methodology.
     (5) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (6) Records for income and EPS are based upon reported amounts adjusted to
         exclude the effects of  significant  dispositions  not  classified  as
         discontinued operations.
     (7) Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and in 1999 excludes
         series A Preferred Stock dividends payable to General Motors.

                               - 13 -

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                    Three Months Ended     Six Months Ended
                                        June 30,               June 30,
                                        --------               --------
                                    1999       1998         1999     1998
                                    ----       ----         ----     ----
                               (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                    $39,261   $31,845       $75,881   $66,738
Financing revenues                  3,571     3,420         7,080     6,730
Other income                        2,235     2,007         4,541     3,828
                                  -------   -------       -------   -------
  Total net sales and revenues     45,067    37,272        87,502    77,296
                                   ------    ------        ------    ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     32,284    27,724        62,950    57,329
Selling, general and
  administrative expenses           4,502     4,102         8,324     7,612
Depreciation and amortization
  expense                           3,227     2,648         5,951     5,355
Interest expense                    1,794     1,691         3,639     3,261
Other expenses                        476       596           914     1,145
                                  -------   -------       -------   -------
  Total costs and expenses         42,283    36,761        81,778    74,702
Income from continuing operations
  before income taxes
  and minority interests            2,784       511         5,724     2,594
Income tax expense                    956       159         1,985       854
Minority interests                     (7)        -           (21)      (10)
Losses of nonconsolidated associates  (87)      (46)         (164)      (56)
                                    -----      ----        ------   -------
Income from continuing operations   1,734       306         3,554     1,674
Income from discontinued operations   184        83           426       319
                                   ------      ----        ------    ------
  Net income                        1,918       389         3,980     1,993
Dividends on preference stocks         (7)      (16)          (23)      (32)
                                  -------      ----        ------    ------
  Earnings on common stocks        $1,911      $373        $3,957    $1,961
                                    =====       ===         =====     =====

Basic earnings per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $2.71     $0.41         $5.44     $2.37
  Discontinued operations            0.28      0.13          0.65      0.48
                                     ----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $2.99     $0.54         $6.09     $2.85
                                    =====     =====         =====     =====
Earnings per share attributable
  to Class H                       $(0.23)    $0.14        $(0.04)    $0.27
                                   ======     =====        ======     =====

Diluted earnings per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $2.66     $0.40         $5.33     $2.33
  Discontinued operations            0.28      0.12          0.64      0.46
                                     ----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $2.94     $0.52         $5.97     $2.79
                                    =====     =====         =====     =====
Earnings per share attributable
  to Class H                       $(0.23)    $0.14        $(0.04)    $0.27
                                   ======     =====        ======     =====

                                    - 14 -

                CONSOLIDATED STATEMENTS OF INCOME - Concluded
                                 (Unaudited)

                                    Three Months Ended     Six Months Ended
                                         June 30,               June 30,
                                         --------               --------
                                    1999        1998        1999      1998
                                    ----        ----        ----      ----
                                                   (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                    $39,261   $31,845       $75,881   $66,738
Other income                          856       826         1,759     1,503
                                   ------    ------        ------    ------
  Total net sales and revenues     40,117    32,671        77,640    68,241
                                   ------    ------        ------    ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     32,284    27,724        62,950    57,329
Selling, general and
  administrative expenses           3,370     3,086         6,111     5,655
Depreciation and
  amortization expense              1,952     1,444         3,404     2,927
                                   ------    ------        ------   -------
  Total operating costs
    and expenses                   37,606    32,254        72,465    65,911
                                   ------    ------        ------    ------
Interest expense                      180       277           374       472
Other expenses                        149       186           207       376
Net expense (income) from
  transactions with Financing and
  Insurance Operations                 66         6           160       (12)
                                   ------    ------        ------    ------
Income (loss) from continuing
  operations before income taxes
  and minority interests            2,116       (52)        4,434     1,494
Income tax expense (benefit)          720        (6)        1,508       522
Minority interests                      -         4            (6)        -
Losses of nonconsolidated associates  (87)      (46)         (164)      (56)
                                    -----        --        ------      ----
Income (loss) from continuing
   operations                       1,309       (88)        2,756       916
Income from discontinued operations   184        83           426       319
                                   ------        --        ------       ---
  Net income (loss) -
    Automotive, Electronics
    and Other Operations           $1,493       $(5)       $3,182    $1,235
                                    =====         =         =====     =====

                                    Three Months Ended     Six Months Ended
                                         June 30,               June 30,
                                    1999        1998        1999      1998
                                    ----        ----        ----      ----
                                                   (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                 $3,571    $3,420        $7,080    $6,730
Insurance, mortgage and
  other income                      1,379     1,181         2,782     2,325
                                    -----     -----         -----     -----
  Total revenues and other income   4,950     4,601         9,862     9,055
                                    -----     -----         -----     -----
Interest expense                    1,614     1,414         3,265     2,789
Depreciation and amortization
  expense                           1,275     1,204         2,547     2,428
Operating and other expenses        1,132     1,016         2,213     1,957
Provisions for financing losses       111       128           230       229
Insurance losses and loss
  adjustment expenses                 216       282           477       540
                                    -----     -----         -----     -----
  Total costs and expenses          4,348     4,044         8,732     7,943
                                    -----     -----         -----     -----
Net (income) expense from
  transactions with Automotive,
  Electronics and Other Operations    (66)       (6)         (160)       12
                                     ----     -----        ------   -------
Income before income taxes            668       563         1,290     1,100
Income tax expense                    236       165           477       332
Minority interests                     (7)       (4)          (15)      (10)
                                    -----     -----          ----      ----
  Net income - Financing and
    Insurance Operations             $425      $394          $798      $758
                                     ====      ====          ====      ====

                                    - 15 -
CONSOLIDATED BALANCE SHEETS
                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Unaudited)    1998    (Unaudited)
                                            ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $11,997    $9,728       $7,569
Marketable securities                           1,666       402          463
                                              -------    ------       ------
  Total cash and marketable securities         13,663    10,130        8,032
Accounts and notes receivable (less allowances) 6,349     4,750        3,845
Inventories (less allowances)                  10,766    10,437       11,317
Net assets of discontinued operations               -        77          359
Equipment on operating leases
  (less accumulated depreciation)               6,394     4,954        4,754
Deferred income taxes and other current assets  6,232    10,051        5,841
Net receivable from Financing and
  Insurance Operations                              -         -            -
                                               ------    ------       ------
  Total current assets                         43,404    40,399       34,148
Equity in net assets of
  nonconsolidated associates                    1,691       950        1,098
Property - net                                 31,509    32,222       30,451
Intangible assets - net                        11,934     9,994       11,330
Deferred income taxes                          18,297    14,967       17,883
Other assets                                   14,016    16,062       15,085
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                   120,851   114,594      109,995
Financing and Insurance Operations
Cash and cash equivalents                       2,694       146          164
Investments in securities                       8,499     8,748        7,932
Finance receivables - net                      74,305    70,436       59,875
Investment in leases and other receivables     33,451    32,798       32,130
Other assets                                   16,660    18,807       12,688
Net receivable from Automotive,
  Electronics and Other Operations                478       816        1,154
                                               ------    ------       ------
  Total Financing and Insurance
    Operations assets                         136,087   131,751      113,943
                                              -------   -------      -------
Total assets                                 $256,938  $246,345     $223,938
                                             ========  ========     ========
               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $15,814   $13,542      $10,311
Loans payable                                     854     1,204        1,907
Accrued expenses                               34,530    30,548       29,239
Net payable to Financing and
  Insurance Operations                            478       816        1,154
                                              -------   -------      -------
  Total current liabilities                    51,676    46,110       42,611
Long-term debt                                  7,408     7,118        6,935
Postretirement benefits other than pensions    34,317    33,503       32,925
Pensions                                        3,149     4,410        2,925
Other liabilities and deferred income taxes    17,928    17,807       17,794
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations liabilities              114,478   108,948      103,190
Financing and Insurance Operations
Accounts payable                                4,786     4,148        3,982
Debt                                          110,135   107,753       91,081
Deferred income taxes and other liabilities    10,517     9,661        9,174
Net payable to Automotive, Electronics
  and Other Operations                              -         -            -
                                               ------    ------       ------
  Total Financing and Insurance
    Operations liabilities                    125,438   121,562      104,237
Minority interests                                591       563          510
General Motors - obligated mandatorily
  redeemable preferred securities of
  subsidiary trusts holding solely
  junior subordinated debentures of
  General Motors
    Series D                                       79        79           79
    Series G                                      141       141          143
Stockholders' equity
Preference stocks                                   -         1            1
$1-2/3 par value common stock (issued,
  645,004,212, 655,008,344
  and 655,007,825 shares)                       1,075     1,092        1,092
Class H common stock (issued,
  112,425,599, 106,159,776 and
  105,731,028 shares)                              11        11           11
Capital surplus (principally additional
  paid-in capital)                             15,533    12,661       12,773
Retained earnings                               5,045     6,984        6,706
                                              -------   -------      -------
    Subtotal                                   21,664    20,749       20,583
Accumulated foreign currency
  translation adjustments                      (1,987)   (1,089)      (1,249)
Net unrealized gains on securities                561       481          507
Minimum pension liability adjustment           (4,027)   (5,089)      (4,062)
                                               ------    ------       ------
    Accumulated other comprehensive loss       (5,453)   (5,697)      (4,804)
                                                -----     -----        -----
      Total stockholders' equity               16,211    15,052       15,779
                                             --------  --------     --------
Total liabilities and stockholders' equity   $256,938  $246,345     $223,938
                                              =======   =======     ========

                                    - 16 -

                   CONSOLIDATED BALANCE SHEETS - Concluded

                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS (Unaudited)    1998    (Unaudited)
                                             ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)

Cash and cash equivalents                     $11,997    $9,728       $7,569
Marketable securities                           1,666       402          463
                                              -------    ------       ------
  Total cash and marketable securities         13,663    10,130        8,032
Accounts and notes receivable (less allowances) 6,349     4,750        3,845
Inventories (less allowances)                  10,766    10,437       11,317
Net assets of discontinued operations               -        77          359
Equipment on operating leases
  (less accumulated depreciation)               6,394     4,954        4,754
Deferred income taxes and other current assets  6,232    10,051        5,841
Net receivable from Financing and
  Insurance Operations                              -         -            -
                                              -------    ------       ------
  Total current assets                         43,404    40,399       34,148
Equity in net assets of nonconsolidated
   associates                                   1,691       950        1,098
Property - net                                 31,509    32,222       30,451
Intangible assets - net                        11,934     9,994       11,330
Deferred income taxes                          18,297    14,967       17,883
Other assets                                   14,016    16,062       15,085
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                  $120,851  $114,594     $109,995
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $15,814   $13,542      $10,311
Loans payable                                     854     1,204        1,907
Accrued expenses                               34,530    30,548       29,239
Net payable to Financing and
  Insurance Operations                            478       816        1,154
                                               ------    ------      -------
  Total current liabilities                    51,676    46,110       42,611
Long-term debt                                  7,408     7,118        6,935
Postretirement benefits other than pensions    34,317    33,503       32,925
Pensions                                        3,149     4,410        2,925
Other liabilities and deferred income taxes    17,928    17,807       17,794
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations liabilities              114,478   108,948      103,190
Minority interests                                524       511          467
GM investment in Automotive, Electronics
   and Other Operations                         5,849     5,135        6,338
                                                -----     -----        -----
  Total Automotive, Electronics and
    Other Operations liabilities
    and GM investment                        $120,851  $114,594     $109,995
                                             ========  ========     ========

                                              June 30,               June 30,
                                               1999      Dec. 31,      1998
FINANCING AND INSURANCE OPERATIONS          (Unaudited)    1998    (Unaudited)
                                             ----------   ------    -----------
                     ASSETS                       (Dollars in Millions)

Cash and cash equivalents                      $2,694      $146         $164
Investments in securities                       8,499     8,748        7,932
Finance receivables - net                      74,305    70,436       59,875
Investment in leases and other receivables     33,451    32,798       32,130
Other assets                                   16,660     8,807       12,688
Net receivable from Automotive,
  Electronics and Other Operations                478       816        1,154
                                             --------  --------     --------
  Total Financing and Insurance
    Operations assets                        $136,087  $131,751     $113,943
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,786    $4,148       $3,982
Debt                                          110,135   107,753       91,081
Deferred income taxes and other liabilities    10,517     9,661        9,174
Net payable to Automotive, Electronics
   and Other Operations                             -         -            -
                                              -------   -------      -------
  Total Financing and Insurance
    Operations liabilities                    125,438   121,562      104,237
Minority interests                                 67        52           43
GM investment in Financing and
  Insurance Operations                         10,582    10,137        9,663
                                               ------    ------        -----
  Total Financing and Insurance Operations
    liabilities and GM investment            $136,087  $131,751     $113,943
                                             ========  ========     ========

                                         - 17 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                              Six Months Ended June 30,
                                              -------------------------
                                                1999             1998
                                              --------         ------
                                               (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $21,342          $4,405

Cash flows from investing activities
Expenditures for property                      (3,125)         (3,827)
Investments in other marketable securities
   - acquisitions                             (13,739)        (12,969)
Investments in other marketable securities
   - liquidations                              12,168          16,766
Mortgage servicing rights - acquisitions         (662)           (742)
Mortgage servicing rights - liquidations            4               7
Finance receivables - acquisitions            (90,613)        (78,491)
Finance receivables - liquidations             67,691          58,991
Proceeds from sales of finance receivables     18,683          17,356
Operating leases - acquisitions               (12,814)        (12,379)
Operating leases - liquidations                 6,896           7,556
Investments in companies, net of cash acquired (2,684)           (424)
Other                                             121            (185)
                                               ------          ------
Net cash used in investing activities         (18,074)         (8,341)
                                               ------           -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (6,035)          2,464
Increase in long-term debt                     17,681          11,019
Decrease in long-term debt                     (9,360)         (7,591)
Repurchases of common and preference stocks    (1,868)         (3,071)
Proceeds from issuing common stocks               299             343
Proceeds from issuing preference stocks         1,500               -
Cash dividends paid to stockholders              (673)           (702)
                                               ------          ------
Net cash provided by financing activities       1,544           2,462
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (123)            (67)
                                               ------          ------
Net cash provided by (used in)
  continuing operations                         4,689          (1,541)
Net cash provided by (used in)
  discontinued operations                         128            (999)
                                               ------          ------
Net increase (decrease) in cash and
  cash equivalents                              4,817          (2,540)
Cash and cash equivalents at beginning
  of the period                                 9,874          10,273
                                               ------          ------
Cash and cash equivalents at end
  of the period                               $14,691          $7,733
                                               ======           =====

                                        - 18 -

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
                                   (Unaudited)
Six Months Ended June 30,
                                                    -------------------------
                                                   1999                  1998
                                                   ----                  ----
                                          Automotive,   Financing    Automotive,   Financing
                                          Electronics      and       Electronics     and
                                            and Other   Insurance    and Other     Insurance
                                          --------------------------------------------------
                                                       (Dollars in Millions)
Net cash provided by operating activities   $12,803     $8,539          $368       $4,037

Cash flows from investing activities
Expenditures for property                    (3,019)      (106)       (3,753)         (74)
Investments in other marketable securities
   - acquisitions                            (3,119)   (10,620)       (4,466)      (8,503)
Investments in other marketable securities
   - liquidations                             1,855     10,313         7,815        8,951
Mortgage servicing rights - acquisitions          -       (662)            -         (742)
Mortgage servicing rights - liquidations          -          4             -            7
Finance receivables - acquisitions                -    (90,613)            -      (78,491)
Finance receivables - liquidations                -     67,691             -       58,991
Proceeds from sales of finance receivables        -     18,683             -       17,356
Operating leases - acquisitions              (4,613)    (8,201)       (3,042)      (9,337)
Operating leases - liquidations               2,889      4,007         2,815        4,741
Investments in companies, net of
  cash acquired                              (2,558)      (126)         (409)         (15)
Net investing activity with Financing and
  Insurance Operations                           75          -           150            -
Other                                          (876)       997        (1,049)         864
                                             ------     ------         -----       ------
Net cash used in investing activities        (9,366)    (8,633)       (1,939)      (6,252)
                                              -----      -----         -----        -----

Cash flows from financing activities
Net (decrease) increase in loans payable       (393)    (5,642)          898        1,566
Increase in long-term debt                    2,433     15,248         2,648        8,371
Decrease in long-term debt                   (2,130)    (7,230)       (1,079)      (6,512)
Net financing activity with Automotive,
  Electronics and Other Operations                -        (75)            -         (150)
Repurchases of common and preference stocks  (1,868)         -        (3,071)           -
Proceeds from issuing common stocks             299          -           343            -
Proceeds from issuing preference stocks       1,500          -             -            -
Cash dividends paid to stockholders            (673)         -          (702)           -
                                                ---      -----           ---       ------
Net cash (used in) provided by
  financing activities                         (832)     2,301          (963)       3,275
                                                ---      -----           ---        -----

Effect of exchange rate changes on cash and
  cash equivalents                             (126)         3           (67)           -
Net transactions with Automotive/Financing
  Operations                                   (338)       338         1,473       (1,473)
                                              -----      -----         -----        -----
Net cash provided by (used in) continuing
  operations                                  2,141      2,548        (1,128)        (413)
Net cash provided by (used in) discontinued
  operations                                    128          -          (999)           -
                                              -----      -----          ----        -----
Net increase (decrease) in cash and
  cash equivalents                            2,269      2,548        (2,127)        (413)
Cash and cash equivalents at beginning
  of the period                               9,728        146         9,696          577
                                              -----      -----         -----          ---
Cash and cash equivalents at end
  of the period                             $11,997     $2,694        $7,569         $164
                                             ======      =====         =====          ===
- 19 -

                            Record DIRECTV Growth
                   Highlights Second Quarter Hughes Results

      El  Segundo,   Calif.,  July  19,  1999--Hughes   Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless systems and services,  today reported second quarter 1999
revenues increased 29.7% to $1,776.0 million,  compared with $1,369.0 million in
the second quarter of 1998.

     "Our  revenue  growth  reflects  our  transformation  into  a  high-growth,
subscriber-driven, services company," said Michael T. Smith, Hughes chairman and
chief executive officer. "As a result of our merger with United States Satellite
Broadcasting Company, Inc., the purchase of the PRIMESTAR medium-power satellite
business and the Tempo  high-power  satellite  assets,  plus our  alliance  with
America Online, Inc., we took major strides toward achieving our vision of being
the premier provider of integrated  entertainment and information services. With
more than 60% growth over last year, we had our best second quarter ever for new
DIRECTV(R) subscribers in the United States, and our best quarter ever for sales
of DIRECTV receiving  equipment  manufactured by Hughes Network Systems. We also
saw growth at PanAmSat due to increased revenues from operating leases."

      EBITDA(1) for the second  quarter  of 1999 was $63.2  million  and  EBITDA
margin(1) was 3.6%, compared to EBITDA of $178.4  million  and EBITDA  margin of
13.0% in the second quarter of 1998.

      The  decline in EBITDA was  principally  due to the  previously  announced
increased  development costs and schedule delays experienced by Hughes Space and
Communications  Company  (HSC),  which resulted in a second quarter 1999 pre-tax
charge (after  intercompany  eliminations)  of $125.0 million.  This decline was
partially  offset  by  improved  EBITDA  at  Hughes  Network  Systems  (HNS) and
PanAmSat.

      "Although our company's  overall EBITDA  declined  principally  due to the
increased costs incurred by HSC," Smith added,  "we again had positive EBITDA in
our DIRECTV U.S.  business and expect it to achieve  significant  EBITDA  growth
going forward."

      Hughes had a second  quarter  1999 loss(2) of $92.3  million,  compared to
earnings(2)  of $56.1  million in the same period for 1998.  This  resulted in a
loss per share,  including the effect of preferred stock dividends,  of $0.23 in
the  second  quarter of 1999  versus  earnings  per share  (EPS) of $0.14 in the
second   quarter  of  1998.  The  change  in  earnings  and  EPS  was  primarily
attributable to the decline in EBITDA (described above), higher depreciation and
amortization  expenses  related  principally  to  the  United  States  Satellite
Broadcasting  Company,  Inc.  (USSB) and  PRIMESTAR  transactions  and increased
PanAmSat satellite expenditures, and an increase in net interest expense.

                                    - 20 -

                          Six-Month Financial Review

      For the first half of 1999,  revenues increased 21.3% to $3,227.8 million,
compared  to  $2,660.0  million  in the  first  half of 1998.  This  growth  was
primarily the result of record  subscriber  growth in the company's DIRECTV U.S.
business,  as well as additional  revenues resulting from the USSB and PRIMESTAR
transactions.  HNS also  contributed  to the revenue  growth  through its record
sales of DIRECTV receiving equipment.

      EBITDA  for the first six  months of 1999 was  $149.4  million  and EBITDA
margin was 4.6%, compared to EBITDA of $359.7 million and EBITDA margin of 13.5%
in  the  same  period  of  1998.  The  declines  were  principally  due  to  the
aforementioned  $125.0 million pre-tax charge related to the Company's satellite
manufacturing  unit,  and a first  quarter 1999 pre-tax  charge of $92.0 million
resulting from the  termination of the  Asia-Pacific  Mobile  Telecommunications
(APMT) satellite system contract due to export licenses not being issued.  These
declines were partially offset by EBITDA  improvements by the Company's  DIRECTV
businesses, HNS and PanAmSat.

      In the first half of 1999,  Hughes  incurred a loss of $14.0 million and a
loss per share,  including the effect of preferred  stock  dividends,  of $0.04,
compared to  earnings of $100.6  million and EPS of $0.25 for the same period in
1998. The decline was principally due to the reduced EBITDA, higher depreciation
and  amortization  expenses  related  principally  to  the  USSB  and  PRIMESTAR
transactions and increased PanAmSat satellite  expenditures,  and an increase in
net interest expense.  These declines were partially offset by an after-tax gain
of $94.3  million  ($154.6  million  pre-tax)  related to the  settlement of the
Williams patent infringement case(3).

                Segment Financial Review: Second Quarter 1999
                            Direct-To-Home Broadcast

      Second  quarter  revenues  for the  segment  more than  doubled  to $870.2
million  from  $401.5  million in the second  quarter of 1998.  The  segment had
negative  EBITDA of $6.8 million  compared with negative EBITDA of $16.7 million
in the second quarter of 1998.

      United States:  DIRECTV reported quarterly revenues of $778 million,  more
than twice last year's second quarter revenues of $368 million. The increase was
due to strong  subscriber  growth and higher monthly revenue per subscriber,  as
well as additional revenues resulting from the USSB and PRIMESTAR transactions.

      DIRECTV  added  369,000  net new  subscribers  in the  quarter,  excluding
subscribers added through the USSB and PRIMESTAR transactions.  This compared to
227,000 net new  subscribers in the second quarter of 1998, or a 63% increase on
the same  basis.  As of June 30,  1999,  DIRECTV had  approximately  7.4 million
subscribers.  The principal  second quarter changes in net subscribers are shown
below:

                                    - 21 -

        Total, March 31, 1999                               4,762,000
        Second Quarter 1999 Results:
        -  Net new DIRECTV (high-power service) subscribers   369,000
        -  Former USSB-only subscribers                       145,000
        -  Subscribers converted to DIRECTV
           (high-power service) from "PRIMESTAR
           by DIRECTV" (medium-power service)                  25,000
        -  Remaining "PRIMESTAR by DIRECTV"
           (medium-power service) subscribers               2,074,000
                                                           ----------
        Total, June 30, 1999                                7,375,000
                                                           ==========

      EBITDA for the  second  quarter of 1999 was $13  million  compared  to $12
million in the preceding year's second quarter.  This increase was due to EBITDA
contributions from the USSB and PRIMESTAR transactions, which were mostly offset
by higher marketing and advertising expenses.

      Latin  America  and  Japan:  Hughes'  DIRECTV  business  in Latin  America
generated  $77 million in revenues for the quarter  compared with $32 million in
the second quarter of 1998. This increase was due to continued subscriber growth
and additional revenues resulting from the consolidation of SurFin Ltd.(4), and
Grupo Galaxy Mexicana, S.A. de C.V. (GGM)(4).

      The DIRECTV  service in Latin America added 47,000 net new  subscribers in
the second quarter of 1999,  compared to 49,000 acquired in the same period last
year,  bringing total DIRECTV subscribers in Latin America to 601,000 as of June
30, 1999.

      In the quarter,  the Latin American DIRECTV  operations  reported negative
EBITDA of $13 million  compared  to negative  EBITDA of $26 million for the same
period in 1998. This  improvement was primarily due to higher revenue growth and
EBITDA contributions resulting from the consolidation of SurFin.

      In addition,  DIRECTV Japan reported a total of 291,200 subscribers at the
end of the second quarter of 1999.  Hughes'  minority  share of DIRECTV  Japan's
losses were $23 million for the quarter, compared with $16 million in the second
quarter of 1998.  These losses are reported in "Other,  net" in the Statement of
Income (Loss) and Available Separate Consolidated Net Income (Loss).

                                       - 22 -

                               Satellite Services

      PanAmSat,  which is 81% owned by  Hughes,  reported  second  quarter  1999
revenues of $200.4  million  compared  with $191.1  million in the prior  year's
period.  The revenue  growth was primarily due to a 2% increase in overall video
services  revenues,  which grew to $142  million.  This  growth was driven by an
increase in operating lease revenue  principally from new revenues on the PAS-6B
satellite,  which were partially offset by lower revenues on the PAS-5 satellite
as  a  result  of  a   reduction   in  its   usable   capacity.   In   addition,
telecommunications  services revenue grew 19% to $47 million during the quarter,
primarily due to the growth in data and Internet-related service agreements.

      EBITDA for the quarter was $151.0  million,  a 13.4%  increase over second
quarter 1998 EBITDA of $133.1  million.  EBITDA margin in the second  quarter of
1999 was 75.3%,  compared to 69.6% in the same period of 1998.  The increases in
EBITDA  and  EBITDA  margin  were  principally  due to lower  leaseback  expense
resulting  from the  exercise  of  certain  early  buy-out  opportunities  under
sale-leaseback  agreements  and a provision for loss recorded  during the second
quarter of 1998 related to the Galaxy IV satellite in-orbit failures.

                                Satellite Systems

      Second  quarter  1999  revenues  declined  to $553.8  million  from $674.8
million  for the same  period in 1998.  This  variance  was  principally  due to
contract  revenue  adjustments  and delayed revenue  recognition  related to the
previously  announced increased costs and schedule delays on several new product
lines at HSC.

      The segment reported negative EBITDA of $119.6 million, compared to EBITDA
of $71.5  million in the  second  quarter of 1998.  This  variance  was due to a
second quarter 1999 pre-tax charge, before intercompany eliminations,  of $178.0
million related to the previously announced increased costs and schedule delays.

                                 Network Systems

      Second  quarter 1999 revenues grew 53.9% at HNS,  reaching  $341.1 million
versus  $221.7  million in the same period last year.  This was primarily due to
increased sales of DIRECTV receiving equipment.

      HNS  achieved  EBITDA  of $25.0  million  in the  quarter,  compared  to a
negative EBITDA of $15.3 million in the second quarter of 1998. EBITDA margin in
the second  quarter  of 1999 was 7.3%.  The 1999  increase  in EBITDA and EBITDA
margin is  primarily  attributable  to a second  quarter  1998  provision of $26
million associated with the bankruptcy filing by a customer.

                                       - 23 -

                                BALANCE SHEET

      From December 31, 1998 to June 30, 1999, the Company's  consolidated  cash
balance  declined  $483.4 million to $858.7 million and long-term debt increased
$460.9  million to $1,239.6  million.  The principal cash  requirements  for the
first six months were for the acquisition of PRIMESTAR's  medium-power satellite
business,  purchase of the Tempo high-power  satellite assets,  early buy-out of
certain  PanAmSat  satellite  sale-leaseback   agreements  and  working  capital
requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America Online,  Inc. (AOL) and the proceeds from the settlement of the Williams
patent infringement case.(3)  On June  21,  1999,  Hughes  and AOL  announced  a
strategic   alliance  to  develop  and  market   uniquely   integrated   digital
entertainment  and  Internet  services  nationwide.  The alliance is expected to
accelerate  subscriber  growth and  revenue per  subscriber  for DIRECTV and the
DirecPC(R)   satellite-based  broadband  Internet  delivery  system.  Under  the
agreement,  AOL made a $1.5 billion  investment in a General  Motors Corp.  (GM)
preferred  equity  security,   which  carries  a  6.25%  coupon  rate,  that  is
automatically  convertible  to GM Class H common stock at a 24% premium in three
years.

      Also in the second quarter of 1999,  approximately  4.9 million new shares
of GM Class H common stock were issued in conjunction  with Hughes'  acquisition
of the PRIMESTAR  medium-power  satellite business.  In July 1999, an additional
22.6  million new shares of GM Class H common  stock were  issued in  connection
with Hughes' merger with USSB.  For purposes of calculating  EPS, the additional
4.9 million  shares were  considered  outstanding as of April 27, 1999, the 22.6
million shares were considered outstanding as of May 20, 1999 and the GM Class H
dividend base was adjusted accordingly.

      Hughes  Electronics  Corporation  is a unit of GM. The  earnings of Hughes
Electronics  are used to calculate  the earnings per share  attributable  to GMH
(NYSE symbol) common stock.

      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which include but are not limited to those  associated with: (1)
the  failure to maintain  leading  technologies,  (2)  satellite  failures,  (3)
manufacturing  delays, (4) product demand and market acceptance,  (5) ability to
achieve cost reductions and  successfully  integrate  acquired  businesses,  (6)
regulatory  approvals  (including  the failure to obtain export  licenses),  (7)
pending  litigation  (including  a pending  grand jury  investigation  regarding
export control laws) and (8) Year 2000  compliance.  Hughes  cautions that these
important factors are not exclusive.

                                    - 24 -

----------------------
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
the sum of operating  profit (loss) and depreciation  and  amortization.  EBITDA
margin is calculated by dividing EBITDA by total revenues.

(2) Excludes the effects of purchase  accounting  adjustments related to General
Motors' acquisition of Hughes in 1985.

(3) Hughes was awarded a final judgement arising from its long-running  Williams
patent  infringement  case,  which was  originally  filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the  geosynchronous  satellite  practical.  A payment of $154.6
million was  received in the first  quarter of 1999 and was  recorded in "Other,
net."

(4) SurFin Ltd.,  provides  financing for DIRECTV  receiving  equipment in Latin
America.  Grupo  Galaxy  Mexicana,  S.A.  de C.V.  (GGM) is the local  operating
company  providing  DIRECTV service in Mexico.  As a result of transactions that
were completed in November 1998 (SurFin) and February 1999 (GGM),  Hughes owns a
majority position in each company.

                                     ###

                                    - 25 -
STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                           Six Months Ended
                                    Second Quarter             June 30,
                                    --------------             --------
                                   1999        1998        1999        1998
---------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,065.1      $606.4    $1,800.8    $1,205.3
Product sales                      710.9       762.6     1,427.0     1,454.7
----------------------------------------------------------------------------
   Total Revenues                1,776.0     1,369.0     3,227.8     2,660.0
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              685.7       580.6     1,354.9     1,122.9
Broadcast programming and
  other costs                      478.6       250.8       770.2       515.6
Selling, general and
  administrative expenses          548.5       359.2       953.3       661.8
Depreciation and amortization      159.8       100.2       282.8       197.9
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                1,877.9     1,296.1     3,371.8     2,508.8
----------------------------------------------------------------------------
Operating Profit (Loss)           (101.9)       72.9      (144.0)      151.2
Interest income                      4.9        30.6        18.5        68.1
Interest expense                   (12.4)       (2.9)      (19.3)       (5.9)
Other, net                         (37.5)      (35.1)      100.2       (69.4)
-----------------------------------------------------------------------------
Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change    (146.9)       65.5       (44.6)      144.0
Income tax provision (benefit)     (42.5)       23.3        (6.7)       54.7
Minority interests in net
  losses of subsidiaries             6.8         8.6        13.3         9.9
----------------------------------------------------------------------------
Income (Loss) before cumulative
  effect of accounting change      (97.6)       50.8       (24.6)       99.2
Cumulative effect of accounting
  change, net of taxes                 -           -           -        (9.2)
----------------------------------------------------------------------------
Net Income (Loss)                  (97.6)       50.8       (24.6)       90.0
Adjustments to exclude the
   effect of GM purchase
   accounting adjustments (1)        5.3         5.3        10.6        10.6
----------------------------------------------------------------------------
Earnings (Loss) excluding GM purchase
   Accounting adjustments          (92.3)       56.1       (14.0)      100.6
Preferred Stock Dividends           (1.6)         -         (1.6)         -
---------------------------------------------------------------------------
Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(93.9)      $56.1      $(15.6)     $100.6
============================================================================
Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       121.0       105.2       113.6       104.7
Average Class H dividend base
   (in millions) (Denominator)     414.9       399.9       407.5       399.9
Available Separate Consolidated
   Net Income (Loss)              $(27.4)      $14.7       $(4.3)      $26.2
============================================================================
Earnings (Loss) Attributable to General Motors
   Class H Common Stock on a Per Share
   Basis  - Basic and Diluted     $(0.23)      $0.14      $(0.04)      $0.25
============================================================================

(1) Relates to General Motors' purchase of Hughes in 1985.

                                    - 26 -

BALANCE SHEET
(Dollars in Millions)
                                                      June 30,  December 31,
ASSETS                                                 1999         1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $858.7         $1,342.1
Accounts and notes receivable                       1,345.0            922.4
Contracts in process                                  690.6            783.5
Inventories                                           653.8            471.5
Prepaid expenses, deferred income taxes and other     591.5            326.9
----------------------------------------------------------------------------

Total Current Assets                                4,139.6          3,846.4
Satellites - Net                                    3,515.8          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   162.0            173.4
Intangible Assets - Net                             7,420.0          3,552.2
Investments and Other Assets                        1,732.6          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,273.0        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                   $1,020.4           $764.1
Advances on contracts                                 178.0            291.8
Deferred revenues                                      94.7             43.8
Current portion of long-term debt                     184.4            156.1
Accrued liabilities                                 1,542.2            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           3,019.7          2,009.5
Long-Term Debt                                      1,239.6            778.7
Deferred Gains on Sales and Leasebacks                 59.6            121.5
Postretirement Benefits Other Than Pensions           153.9            150.7
Other Liabilities and Deferred Credits              1,495.1            867.1
Deferred Income Taxes                                 447.2            643.9
Minority Interests                                    502.2            481.7
Stockholder's Equity                               11,355.7          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,273.0        $13,435.0
============================================================================

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).

                                    - 27 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                          Six Months Ended
                                    Second Quarter            June 30,
                                    --------------            --------
                                   1999        1998      1999        1998
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $870.2      $401.5  $1,426.8      $789.4
EBITDA (1)                         $(6.8)     $(16.7)    $(2.9)     $(25.8)
Operating Loss                    $(68.4)     $(40.2)   $(91.8)     $(71.8)
Depreciation and Amortization      $61.6       $23.5     $88.9       $46.0
Capital Expenditures (2)           $78.2       $34.4    $155.8       $48.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $200.4      $191.1    $393.9      $384.1
EBITDA (1)                        $151.0      $133.1    $296.9      $273.3
EBITDA Margin (1)                   75.3%       69.6%     75.4%       71.2%
Operating Profit                   $83.2       $74.4    $162.3      $160.1
Operating Profit Margin             41.5%       38.9%     41.2%       41.7%
Depreciation and Amortization      $67.8       $58.7    $134.6      $113.2
Capital Expenditures (3)          $135.4      $164.7    $475.2      $414.3
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $553.8      $674.8  $1,184.1    $1,299.1
EBITDA (1)(4)                    $(119.6)      $71.5   $(121.0)     $137.3
EBITDA Margin (1)                   N/A         10.6%      N/A        10.6%
Operating Profit (Loss) (4)      $(133.0)      $60.0   $(147.4)     $115.1
Operating Profit Margin             N/A          8.9%      N/A         8.9%
Depreciation and Amortization      $13.4       $11.5     $26.4       $22.2
Capital Expenditures               $22.8       $21.6     $35.1       $32.3
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $341.1      $221.7    $572.0      $406.4
EBITDA (1)(4)                      $25.0      $(15.3)    $19.1      $(18.7)
EBITDA Margin (1)                    7.3%       N/A        3.3%        N/A
Operating Profit (Loss) (4)        $11.3      $(25.2)    $(6.5)     $(37.1)
Operating Profit Margin              3.3%       N/A        N/A         N/A
Depreciation and Amortization      $13.7        $9.9     $25.6       $18.4
Capital Expenditures               $15.5       $10.9     $17.7       $15.7
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(189.5)    $(120.1)  $(349.0)    $(219.0)
EBITDA (1)                         $13.6        $5.8    $(42.7)      $(6.4)
Operating Profit (Loss)            $10.3        $9.2    $(50.0)      $(4.5)
Depreciation and Amortization       $3.3       $(3.4)     $7.3       $(1.9)
Capital Expenditures               $36.7       $10.0      $4.5      $135.9
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,776.0    $1,369.0  $3,227.8    $2,660.0
EBITDA (1)(4)                      $63.2      $178.4    $149.4      $359.7
EBITDA Margin (1)                    3.6%       13.0%      4.6%       13.5%
Operating Profit (Loss) (4)       $(96.6)      $78.2   $(133.4)     $161.8
Operating Profit Margin             N/A          5.7%      N/A         6.1%
Depreciation and Amortization     $159.8      $100.2    $282.8      $197.9
Capital Expenditures              $288.6      $241.6    $688.3      $646.3
--------------------------------------------------------------------------

See notes on next page.

                                    - 28 -

*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated 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 excludes 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, are presented.
(1) EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
    the sum of operating profit (loss) and depreciation and amortization. EBITDA
    margin is calculated by dividing EBITDA by total revenues.
(2) Includes satellite expenditures amounting to $22.5 million and $75.5 million
    in the second quarter and first six months of 1999, respectively.
(3) Includes satellite expenditures  amounting to $125.9 million, $94.4 million,
    $315.6  million  and $240.0   million,   respectively.   Also  included  are
    expenditures related  to the  early  buy-out  of  satellite  sale-leasebacks
    totaling $58.9 million for the second quarter of 1998 and $141.3 million and
    $155.5 million for the first six months of 1999 and 1998, respectively.
(4) Amounts for the six months  ended  June 30,  1999  include  charges of $81.0
    million and $11.0  million  for the Satellite  Systems and Network  Systems,
    respectively, relating  to  the  termination   of  the  Asia-Pacific  Mobile
    Telecommunications satellite  systems  contract  due to export  licenses not
    being issued.

                                  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    July 20, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 29 -