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) April 14, 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 April 15,  1999,  a news  release  was  issued on the  subject of first
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 first  quarter  earnings  releases  for Hughes  Electronics  Corporation
(Hughes)  dated April 14,  1999 and GM and Delphi  Automotive  Systems  (Delphi)
dated April 15, 1999.

                 GM POSTS RECORD QUARTERLY FINANCIAL RESULTS

   DETROIT -- General  Motors Corp.  (GM) today  reported an all-time  quarterly
record of $3.10 basic  earnings per share of GM $1-2/3 par value common stock in
the first  quarter  of 1999 on  consolidated  net income of $2.1  billion.  That
compares  with net  income of $1.6  billion,  or $2.31 per  share,  in the first
quarter  of 1998.  The  results  include  Delphi  Automotive  Systems,  which as
announced on Monday is being spun off as an independent  company.  Delphi, which
is  reporting  its  results  separately  today,  is  now  classified  by GM as a
discontinued operation and is treated as such in the balance of this release.

   Excluding  Delphi,   net  income  and  earnings  per  share  from  continuing
operations  were an all-time  quarterly  record of $1.8 billion,  or $2.73 basic
earnings per share.  That compares with $1.4  billion,  or $1.96 per share,  for
continuing  operations in the first quarter of 1998. (See Highlights for diluted
earnings-per-share amounts.)

   "We're  continuing to build momentum by leveraging the strength of the entire
General Motors  organization," said GM Chairman and Chief Executive Officer John
F. Smith,  Jr. "We're  particularly  pleased with the strong  performance  of GM
North  America and General  Motors  Acceptance  Corporation  (GMAC) in the first
quarter of 1999. The financial  performance of our other automotive  regions and
Hughes Electronics Corporation was in line with our expectations."

   Consolidated  net sales and  revenues  in the first  quarter of 1999  totaled
$42.4 billion, compared with $40.0 billion for the first 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 $16.2 billion at March 31, 1999, compared with $15.4 billion at
March 31, 1998, and $13.1 billion at Dec. 31, 1998.  These cash amounts  exclude
GM's financing and insurance operations.

   "In addition to our focus on strong operating results, we are also continuing
to  implement   our   shareholder-value   initiatives,   including  the  ongoing
share-repurchase  program,  and the spin-off of Delphi to  stockholders,"  Smith
said.

   During the first quarter of 1999, General Motors repurchased  approximately 5
million  shares  of GM  $1-2/3  par  value  common  stock  worth  $480  million,
completing  45 percent of the  corporation's  most recent $4 billion  repurchase
program. Since January 1997, GM has repurchased approximately 107 million shares
of GM $1-2/3 par value common stock worth $6.8  billion,  or about 14 percent of
the total shares outstanding.

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







                                    - 2 -

               ($ in Millions)     First Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   Automotive, Electronics and Other
     GM North America                     $1,408              $841
     GM Europe                              $174               $99
     GM Latin America/Africa/Mid-East       ($25)              $53
     GM Asia Pacific                        ($60)               $6
     Other Automotive                        $13               ($7)

        Total Automotive                  $1,510              $992

     Hughes                                  $78               $54
     Other                                 ($141)             ($42)

        Total Automotive,
           Electronics, and Other         $1,447            $1,004

               ($ in Millions)     First Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   Financing and Insurance
     GMAC                                   $392              $349
     Other Financing and Insurance          ($19)              $15

        Total Financing & Insurance         $373              $364

        Total Income from
          Continuing Operations           $1,820            $1,368

   GM Automotive's net income totaled $1.5 billion in the first quarter of 1999,
compared with $1.0 billion in the first quarter of 1998.  The net margin was 4.4
percent in the first quarter of 1999 -- up significantly  from the net margin of
3.0 percent in the same period last year. GM North America led this  improvement
with a net  margin of 5.2  percent -- the second  consecutive  quarter  that net
margins  exceeded the  corporation's  5-percent net margin objective -- compared
with 3.2 percent in the first quarter of 1998.

   With record quarterly profitability at its mortgage operations, GMAC reported
first-quarter-1999  consolidated net income of $392 million,  up 12 percent from
$349 million earned in the first quarter of 1998,  resulting in the best overall
quarter for GMAC since 1991.

   "Our finance and insurance  operations are significant from the standpoint of
their  contribution  to our financial  strength,  but they also help us leverage
strength  in  the  marketplace  as  a  result  of  the  synergies  generated  by
partnerships with our automotive operations," Smith said.

   The  corporation's  1999  first-quarter  return  on  net  assets  (RONA)  for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  15.3
percent, compared with 11.5 percent in the first quarter of 1998.

   "The RONA  performance  in the first  quarter  of 1999 is  indicative  of the
results we need going  forward to meet our target of a  12.5-percent  annualized
return on net assets," Smith said.

   "GM North America  benefited  from excellent  consumer  acceptance of our new
products,  including the Chevrolet  Silverado,  GMC Sierra,  Cadillac  Escalade,
Oldsmobile  Alero,  Pontiac  Grand Am and Saab 9-5," said GM President and Chief
Operating  Officer G. Richard  Wagoner,  Jr. "The financial  results reflect our
continued  efforts  to  improve  product  quality  and  increase   manufacturing
efficiency.  Combined  with our  unrelenting  cost-reduction  activities,  these
factors allowed us to meet the intense competitive price pressure."

   GM vehicle  deliveries in the United States  totaled  1,158,000  units in the
first quarter of 1999,  an increase of 5.9 percent from the  1,094,000  units of
the first  quarter  of 1998.  As a result of the  exceptionally  strong  market,
despite the increase in sales, GM's 1999 first quarter U.S. vehicle market share
was 28.8 percent, down from 30.2 percent in the first quarter of 1998.




                                    - 3 -


   "With the seven new vehicle entries in 1998, and an additional 14 new product
launches in 1999, we expect to build momentum in the market,"  Wagoner said. "We
have also  announced  plans to further  increase  our  production  capacity  for
full-size  truck  products  to meet the  strong  and  growing  demand  for these
exceptional vehicles."

   GM Europe gained  market  momentum  during the first quarter of 1999,  ending
with 10.2 percent market share in the month of March. Market share for the first
quarter of 1999 was 9.6  percent,  slightly  down from 9.8  percent in the first
quarter of 1998.

   "The  late-quarter  improvement  resulted  from the  introduction  of the new
Opel/Vauxhall  Zafira and Vectra  models,"  Wagoner said. "As the all-new Zafira
continues its successful  startup we would expect further  improvement in market
penetration."

   The Latin America/Africa/Mid East region continues to be affected by economic
turmoil and  uncertainties,  "but we are proud of our quick  responses to reduce
costs, realign capacity and strengthen our competitive  position," Wagoner said.
"GM's investments in this region are track and we continue to expect significant
long-term growth and profit opportunity."

   In the  Asia-Pacific  region,  while the economic  situation is also somewhat
uncertain, GM's investment in China is progressing on schedule. "The money we're
spending now in the region is a smart  investment  in an area of the world where
we expect  markets to grow at a  phenomenal  rate over the long  term,"  Wagoner
said.

   Reflecting  continued  record  subscriber  growth  in its  DirecTV  business,
Hughes'  income in the first quarter of 1999 totaled $78 million,  compared with
$54 million in the first  quarter of 1998.  Revenues  increased  12.5 percent to
$1.5 billion for the first quarter of 1999,  from $1.3 billion in the prior-year
period.

     In this news release, use of the words expects,  intends,  believes,  plans
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 and Delphi
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);  Delphi's Annual
Report on Form 10-K for the year ended Dec.
31, 1998, (at page 54).



                                    # # #




HIGHLIGHTS ATTACHED












                                    - 4 -


     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                             Three Months Ended
                                                  March 31,
                                          ----------------------
                                              1999         1998
     ----------------------------         ---------     ---------

     Net sales and revenues
     Manufactured products                  $36,620       $34,893
     Financial services                       3,509         3,310
     Other income                             2,306         1,821
                                           --------      --------
       Total net sales and revenues         $42,435       $40,024
                                           --------      --------
     Income from continuing operations        1,820(3)      1,368
     Income from discontinued operations        242           236
                                           --------      --------
     Consolidated net income                 $2,062        $1,604
     Net profit margin from
       continuing operations                    4.3%          3.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                 $1,783        $1,338
       Discontinued operations                  242           236
                                           --------      --------
       $1-2/3 par value                      $2,025        $1,574
       Class H                                  $21           $14
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                  $2.73(3)      $1.96
       Discontinued operations                 0.37          0.35
                                           --------      --------
       $1-2/3 par value                       $3.10(3)      $2.31
       Class H (1)                            $0.20         $0.13
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                  $2.68         $1.93
       Discontinued operations                 0.36          0.34
                                           --------      --------
       $1-2/3 par value                       $3.04         $2.27
       Class H (1)                            $0.20         $0.13
     .............................................................
     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
                              March 31,     Dec. 31,     March 31,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $22.24       $20.00         $22.13
       Class H                 $13.34       $12.00         $13.28
     .............................................................



   See footnotes beginning on page 9.


                                              continues















                                - 5 -

     HIGHLIGHTS - Q1 Consolidated Net Income
     (Dollars in Millions)


                                          Three Months Ended
                                               March 31,
                                         ---------------------
                                           1999          1998
                                          Income        Income
                                          (Loss)        (Loss)
                                          ------        ------

     GM North America (GMNA)              $1,408         $841
     GM Europe (GME)                         174           99
     GM Latin America/Africa/Mid-East
       (GMLAAM)                              (25)          53
     GM Asia/Pacific (GMAP)                  (60)           6
     Other Automotive                         13           (7)
                                           -----        -----
       Total GM Automotive (GMA)           1,510           992
     Hughes (1)                               78           54
     Other                                  (141)         (42)
                                           -----        -----
       Total Automotive, Electronics
         and Other Operations              1,447        1,004

     GMAC                                    392          349
     Other                                   (19)          15
                                           -----        -----
       Total Financing and Insurance
       Operations                            373          364
                                           -----        -----
     Income from continuing operations     1,820        1,368
     Income from discontinued operations     242          236
                                           -----        -----
     Consolidated Net Income              $2,062       $1,604
                                           =====        =====





                                                        continues



































                                   - 6 -

     HIGHLIGHTS - Q1 Automotive Operations
     (Dollars in Millions)
                                              Three Months Ended
                                               March 31, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Reported
     --------
     Revenues                       $27,318  $6,134   $1,022     $620
                                     ------   -----    -----      ---
     Pre-tax income (loss)            2,097     281      (58)     (25)
     Income tax expense (benefit)       665     105      (36)      (6)
     Equity (loss) income and
       minority interests               (24)     (2)      (3)     (41)
                                      -----   -----    -----      ---
     Net income (loss)               $1,408    $174     $(25)    $(60)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.2%    2.8%   (2.4%)   (9.7%)
     Effective income tax rate         31.7%   37.4%     62.1%  24.0%


                                              Three Months Ended
                                               March 31, 1998
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Reported
     --------
     Revenues                       $25,889  $5,397   $2,024     $728
                                     ------   -----    -----      ---
     Pre-tax income (loss)            1,224     203       16       (8)
     Income tax expense (benefit)       386      91      (19)       -
     Equity (loss) income and
       minority interests                 3     (13)      18       14
                                      -----   -----    -----      ---
     Net income                        $841     $99      $53       $6
                                      =====   =====    =====      ===

     Net profit margin                  3.2%    1.8%      2.6%   0.8%
     Effective income tax rate         31.5%   44.8%   (118.8%)  0.0%



      See footnotes beginning on page 9.


                                               continues




























                                   - 7 -


HIGHLIGHTS - Q1 Operating Information
                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             671          574
                        Trucks           637          592
                                      ------       ------
         Total United States           1,308        1,166
       Canada and Mexico                 186          171
                                      ------       ------
           Total GM North America      1,494        1,337
                                      ------       ------
       GME                               470          421
       GMLAAM                            122          178
       GMAP                               92          115
                                      ------       ------
         Total International             684          714
                                      ------       ------
             Total Worldwide           2,178        2,051
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  212          208
                 - Trucks                376          378
       Pontiac                           153          123
       GMC                               121          117
       Buick                             107           96
       Oldsmobile                         94           72
       Saturn                             51           51
       Cadillac                           36           43
       Other                               8            6
                                      ------       ------
         Total United States           1,158        1,094
       Canada and Mexico                 144          129
                                      ------       ------
         Total GM North America        1,302        1,223
                                      ------       ------
       GME                               510          492
       GMLAAM                            125          173
       GMAP                               99          124
                                      ------       ------
         Total International             734          789
                                      ------       ------
             Total Worldwide           2,036        2,012
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.1%        30.5%
         Trucks                         26.5%        29.9%
           Total                        28.8%        30.2%
       Total North America              29.0%        30.0%
       Total Europe                      9.6%         9.8%
       Latin America                    19.2%        19.8%
       Asia and Pacific                  3.2%         4.2%
             Total Worldwide            14.9%        15.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             30.7%        26.1%
       % Fleet Sales - Trucks           13.9%        16.2%
       Total vehicles                   23.0%        21.3%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                76          83
       Trucks                              84          94
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   94.2%        89.0%
      .....................................................
      GMNA
       Net Price (%)                    (0.8%)       (1.9%)
      .....................................................
       See footnotes beginning on page 9.
                                               Continues




                                   - 8 -


HIGHLIGHTS - Q1 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1999         1998
                                   ---------   ----------

     Depreciation and Amortization (2)
       Depreciation                     $802         $895
       Amortization of special tools     619          563
       Amortization of intangible
         assets                           31           25
                                      ------        -----
            Total                     $1,452       $1,483
                                      ======        =====
     ....................................................
     Worldwide Employment at March 31 (in 000s)
       GMNA                              222          233
       GME                                81           78
       GMLAAM                             23           28
       GMAP                               10           10
       Hughes                             16           15
       GMAC                               24           22
       Other                              11           10
                                      ------       ------
         Total                           387          396
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,397       $5,270
     ....................................................

     (1) 1998 results exclude the cumulative  effect of accounting  change of $9
         million due to Hughes'  adoption of SOP 98-5.  GM has  reported  the $9
         million change in fourth  quarter 1998 results and Hughes  reported the
         change as a restatement of first quarter 1998 results.
     (2) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (3) Records for income and EPS are based upon reported  amounts adjusted to
         exclude the  effects of  significant  dispositions  not  classified  as
         discontinued operations.




























                                    - 9 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                          1999         1998
                                                          ----         ----
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales and revenues               $36,620       $34,893
Financing revenues                                       3,509         3,310
Other income                                             2,306         1,821
                                                       -------       -------
  Total net sales and revenues                          42,435        40,024
                                                        ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below                       30,666        29,605
Selling, general and administrative expenses             3,822         3,510
Depreciation and amortization expense                    2,724         2,707
Interest expense                                         1,845         1,570
Other expenses                                             438           549
                                                      --------      --------
  Total costs and expenses                             $39,495       $37,941
Income from continuing operations before income taxes
  and minority interests                                 2,940         2,083
Income tax expense                                       1,029           695
Minority interests                                         (14)          (10)
(Losses) earnings of nonconsolidated associates            (77)          (10)
                                                       -------       -------
Income from continuing operations                       $1,820        $1,368
Income from discontinued operations                        242           236
                                                         -----         -----
  Net income                                             2,062         1,604
                                                         -----         -----
Premium on exchange of preference stocks                     -             -
Dividends on preference stocks                             (16)          (16)
                                                       -------        ------
  Earnings on common stocks                             $2,046        $1,588
                                                         =====         =====

Basic earnings per share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                                   $2.73          $1.96
  Discontinued operations                                  0.37           0.35
                                                           ----           ----
  Earnings per share attributable to $1-2/3 par value     $3.10          $2.31
                                                           ====           ====
Earnings per share attributable to Class H                $0.20          $0.13
                                                           ====           ====

Diluted earnings per share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                                   $2.68          $1.93
  Discontinued operations                                  0.36           0.34
                                                           ----           ----
  Earnings per share attributable to $1-2/3 par value     $3.04          $2.27
                                                           ====           ====
Earnings per share attributable to Class H                $0.20          $0.13
                                                           ====           ====






















                                    - 10 -

                CONSOLIDATED STATEMENTS OF INCOME - Concluded

                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                          1999         1998
                                                          ----         ----
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales and revenues               $36,620       $34,893
Other income                                               903           677
                                                      --------      --------
  Total net sales and revenues                          37,523        35,570
                                                        ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below                       30,666        29,605
Selling, general and administrative expenses             2,741         2,569
Depreciation and amortization expense                    1,452         1,483
                                                       -------       -------
  Total operating costs and expenses                    34,859        33,657
                                                        ------        ------
Other expenses                                              58           190
Interest expense                                           194           195
Net expense (income) from transactions with Financing and
  Insurance Operations                                      94           (18)
                                                      --------       -------
Income from continuing operations before income taxes
  and minority interests                                 2,318         1,546
Income tax expense                                         788           528
Minority interests                                          (6)           (4)
(Losses) earnings of nonconsolidated associates            (77)          (10)
                                                       -------        ------
Income from continuing operations                        1,447         1,004
Income from discontinued operations                        242           236
                                                        ------         -----
  Net income - Automotive, Electronics
    and Other Operations                                $1,689        $1,240
                                                         =====         =====


                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                          1999         1998
                                                          ----         ----
                                                          (Dollars in Millions
                                                       Except Per Share Amounts)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                                      $3,509        $3,310
Insurance, mortgage and other income                     1,403         1,144
                                                         -----         -----
  Total revenues and other income                        4,912         4,454
                                                         -----         -----
Interest expense                                         1,651         1,375
Depreciation and amortization expense                    1,272         1,224
Operating and other expenses                             1,081           941
Provisions for financing losses                            119           101
Insurance losses and loss adjustment expenses              261           258
                                                        ------        ------
  Total costs and expenses                               4,384         3,899
                                                         -----         -----
Net (income) expense from transactions with Automotive,
  Electronics and Other Operations                         (94)           18
                                                         -----         -----
Income before income taxes                                 622           537
Income tax expense                                         241           167
Minority interests                                          (8)           (6)
                                                         -----         -----
  Net income - Financing and Insurance Operations         $373          $364
                                                           ===           ===



 .












                                    - 11 -


<PAGE>


                         CONSOLIDATED BALANCE SHEETS
                                             March 31,                March 31, 
                                              1999       Dec. 31,       1998
                                           (Unaudited)    1998      (Unaudited)
                                           -----------    ----      -----------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES       
                           ASSETS
(Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $12,081    $9,728       $10,030
Marketable securities                           1,137       402         2,386
                                              -------   -------       -------
  Total cash and marketable securities         13,218    10,130        12,416
Accounts and notes receivable 
   (less allowances)                            4,686     4,750         4,426
Inventories (less allowances)                  11,566    10,437        11,149
Net assets of discontinued operations           3,191        77           219
Equipment on operating leases 
   (less accumulated depreciation)              6,048     4,954         4,554
Deferred income taxes and other current assets  9,537    10,051         6,125
Net receivable from Financing and 
   Insurance Operations                             -         -           840
  Total current assets                         48,246    40,399        39,729
Equity in net assets of nonconsolidated 
   associates                                   1,659       950           936
Property - net                                 31,636    32,222        29,903
Intangible assets - net                        10,170     9,994        10,639
Deferred income taxes                          15,410    14,967        18,172
Other assets                                   13,565    16,062        15,379
                                               ------    ------        ------
  
  Total Automotive, Electronics and 
     Other Operations assets                  120,686   114,594       114,758
Financing and Insurance Operations
Cash and cash equivalents                         502       146           483
Investments in securities                       8,703     8,748         7,815
Finance receivables - net                      73,839    70,436        62,748
Investment in leases and other receivables     32,707    32,798        30,935
Other assets                                   14,959    18,807        12,794
Net receivable from Automotive, Electronics
  and Other Operations                            339       816             -
                                               ------    ------        ------
  Total Financing and Insurance 
     Operations assets                        131,049   131,751       114,775
                                              -------   -------       -------
Total assets                                 $251,735  $246,345      $229,533
                                             ========  ========      ========
               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $16,162   $13,542       $12,721
Loans payable                                     869     1,204         1,276
Accrued expenses                               33,210    30,548        31,424
Net payable to Financing and Insurance
  Operations                                      339       816             -
                                               ------    ------        ------
  Total current liabilities                    50,580    46,110        45,421
Long-term debt                                  7,011     7,118         5,796
Postretirement benefits other than pensions    34,416    33,503        34,027
Pensions                                        3,761     4,410         3,341
Other liabilities and deferred income taxes    17,768    17,807        17,805
                                               ------    ------        ------
  Total Automotive, Electronics and
     Other Operations liabilities             113,536   108,948       106,390
Financing and Insurance Operations
Accounts payable                                4,405     4,148         3,501
Debt                                          106,379   107,753        91,500
Deferred income taxes and other liabilities     9,954     9,661         9,520
Net payable to Automotive, Electronics
  and Other Operations                              -         -           840
                                               ------    ------        ------
  Total Financing and Insurance Operations
    liabilities                               120,738   121,562       105,361
Minority interests                                580       563           678
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
$1-2/3 par value common stock (issued,
  649,568,145, 655,008,344
  and 669,314,625 shares)                       1,083     1,092         1,116
Class H common stock (issued, 
  106,641,918, 106,159,776 and
  104,769,861 shares)                              11        11            10
Capital surplus (principally additional 
  paid-in capital)                             13,276    12,661        13,786
Retained earnings                               8,703     6,984         6,664
                                              -------   -------       -------
    Subtotal                                   23,074    20,749        21,577
Accumulated foreign currency translation
  adjustments                                  (1,782)   (1,089)       (1,172)
Net unrealized gains on securities                458       481           539
Minimum pension liability adjustment           (5,089)   (5,089)       (4,062)
                                               ------    ------        ------ 
    Accumulated other comprehensive loss       (6,413)   (5,697)       (4,695)
                                                -----     -----         -----
      Total stockholders' equity               16,661    15,052        16,882
                                             --------  --------      --------
Total liabilities and stockholders' equity   $251,735  $246,345      $229,533
                                              =======   =======       =======



                                    - 12 -

                   CONSOLIDATED BALANCE SHEETS - Concluded

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

                        ASSETS
Cash and cash equivalents                     $12,081    $9,728       $10,030
Marketable securities                           1,137       402         2,386
                                              -------  --------       -------
  Total cash and marketable securities         13,218    10,130        12,416
Accounts and notes receivable 
  (less allowances)                             4,686     4,750         4,426
Inventories (less allowances)                  11,566    10,437        11,149
Net assets of discontinued operations           3,191        77           219
Equipment on operating leases (less 
  accumulated depreciation)                     6,048     4,954         4,554
Deferred income taxes and other current assets  9,537    10,051         6,125
Net receivable from Financing and
  Insurance Operations                              -         -           840
                                               ------    ------        ------
  Total current assets                         48,246    40,399        39,729
Equity in net assets of nonconsolidated
   associates                                   1,659       950           936
Property - net                                 31,636    32,222        29,903
Intangible assets - net                        10,170     9,994        10,639
Deferred income taxes                          15,410    14,967        18,172
Other assets                                   13,565    16,062        15,379
                                               ------    ------        ------
  Total Automotive, Electronics and 
     Other Operations assets                 $120,686  $114,594      $114,758
                                             ========  ========      ========

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $16,162   $13,542       $12,721
Loans payable                                     869     1,204         1,276
Accrued expenses                               33,210    30,548        31,424
Net payable to Financing and Insurance
  Operations                                      339       816             -
                                               ------    ------        ------
  Total current liabilities                    50,580    46,110        45,421
Long-term debt                                  7,011     7,118         5,796
Postretirement benefits other than pensions    34,416    33,503        34,027
Pensions                                        3,761     4,410         3,341
Other liabilities and deferred income taxes    17,768    17,807        17,805
                                               ------    ------        ------
  Total Automotive, Electronics and 
    Other Operations liabilities              113,536   108,948       106,390
Minority interests                                520       511           636
GM investment in Automotive, Electronics
  and Other Operations                          6,630     5,135         7,732
                                               ------    ------        ------
  Total Automotive, Electronics and 
    Other Operations liabilities
    and GM investment                        $120,686  $114,594      $114,758
                                             ========  ========      ========

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

                        ASSETS
Cash and cash equivalents                        $502      $146          $483
Investments in securities                       8,703     8,748         7,815
Finance receivables - net                      73,839    70,436        62,748
Investment in leases and other receivables     32,707    32,798        30,935
Other assets                                   14,959    18,807        12,794
Net receivable from Automotive, Electronics
  and Other Operations                            339       816             -
                                               ------    ------        ------
  Total Financing and Insurance 
    Operations assets                        $131,049  $131,751      $114,775
                                             ========  ========      ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,405    $4,148        $3,501
Debt                                          106,379   107,753        91,500
Deferred income taxes and other liabilities     9,954     9,661         9,520
Net payable to Automotive, Electronics 
  and Other Operations                              -         -           840
                                               ------    ------        ------ 
  Total Financing and Insurance 
    Operations liabilities                    120,738   121,562       105,361
Minority interests                                 60        52            42
GM investment in Financing and 
   Insurance Operations                        10,251    10,137         9,372
                                               ------    ------        ------
  Total Financing and Insurance Operations
    liabilities and GM investment            $131,049  $131,751      $114,775
                                             ========  ========      ========






                                    - 13 -


<PAGE>



                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                             Three Months Ended March 31,
                                             ----------------------------
                                               1999              1998
                                               ----              ----
                                                (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $16,064          $5,324

Cash flows from investing activities
Expenditures for property                      (1,384)         (1,996)
Investments in other marketable securities 
  - acquisitions                               (7,553)         (5,545)
Investments in other marketable securitie
  - liquidations                                6,344           7,141
Mortgage servicing rights - acquisitions         (327)           (153)
Mortgage servicing rights - liquidations            -              29
Finance receivables - acquisitions            (42,969)        (41,800)
Finance receivables - liquidations             31,921          32,556
Proceeds from sales of finance receivables      7,375           5,143
Operating leases - acquisitions                (5,518)         (5,127)
Operating leases - liquidations                 3,595           3,462
Investments in companies, net of cash acquired   (514)           (211)
Other                                            (170)           (711)
                                                -----           -----
Net cash used in investing activities          (9,200)         (7,212)
                                                -----           -----

Cash flows from financing activities
Net increase in loans payable                  (7,047)          2,019
Increase in long-term debt                      7,970           6,428
Decrease in long-term debt                     (3,980)         (4,143)
Repurchases of common and preference stocks      (979)         (1,911)
Proceeds from issuing common stocks               284             233
Cash dividends paid to stockholders              (343)           (357)
                                                -----           -----
Net cash provided by financing activities      (4,095)          2,269
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (188)            (85)
                                                -----           -----
Net cash (used in) provided by continuing
  operations                                    2,581             296
Net cash provided by discontinued operations      128             (56)
                                                -----           -----
Net (decrease) increase in cash and
  cash equivalents                              2,709             240
Cash and cash equivalents at
  beginning of the year                         9,874          10,273
                                                -----          ------
Cash and cash equivalents at 
  end of the year                             $12,583         $10,513
                                              =======         =======
























                                    - 14 -
<TABLE>

              CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded

<CAPTION>
                                                       Three Months Ended March 31,
                                                       ----------------------------
                                                    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    $9,188      $6,876           $3,014        $2,310

Cash flows from investing activities
Expenditures for property                    (1,345)        (39)          (1,967)          (29)
Investments in other marketable 
   securities - acquisitions                 (1,813)     (5,740)          (2,007)       (3,538)
Investments in other marketable
   securities - liquidations                  1,077       5,267            3,281         3,860
Mortgage servicing rights - acquisitions          -        (327)               -          (153)
Mortgage servicing rights - liquidations          -           -                -            29
Finance receivables - acquisitions                -     (42,969)               -       (41,800)
Finance receivables - liquidations                -      31,921                -        32,556
Proceeds from sales of finance receivables        -       7,375                -         5,143
Operating leases - acquisitions              (2,465)     (3,053)          (1,413)       (3,714)
Operating leases - liquidations               1,281       2,314            1,384         2,078
Investments in companies, net of
   cash acquired                               (514)          -             (211)            -
Net investing activity with Financing and
  Insurance Operations                           75           -               75             -
Other                                        (1,162)        992             (236)         (475)
                                              -----       -----           ------         -----
Net cash used in investing activities        (4,866)     (4,259)          (1,094)       (6,043)
                                             ------      ------           ------        ------ 

Cash flows from financing activities
Net increase (decrease) in loans payable       (485)     (6,562)             835         1,184
Increase in long-term debt                      411       7,559              913         5,515
Decrease in long-term debt                     (320)     (3,660)            (635)       (3,508)
Net financing activity with Automotive,
  Electronics and Other Operations                -         (75)               -           (75)
Repurchases of common and preference stocks    (979)          -           (1,911)            -
Proceeds from issuing common stocks             284           -              233             -
Cash dividends paid to stockholders            (343)          -             (357)            -
                                             ------      ------           ------        ------
Net cash (used in) provided by financing
  activities                                 (1,432)     (2,738)            (922)        3,116
                                             ------      ------           ------        ------

Effect of exchange rate changes on cash and
  cash equivalents                             (188)          -              (87)            2
Net transactions with Automotive
  Financing Operations                         (477)        477             (521)          521
                                             ------      ------           ------        ------
Net cash provided by (used in)
  continuing operations                       2,225         356              390           (94)
Net cash provided by discontinued operations    128           -              (56)            -
                                             ------      ------           ------        ------
Net increase (decrease) in cash and 
  cash equivalents                            2,353         356              334           (94)
Cash and cash equivalents at 
  beginning of the year                       9,728         146            9,696           577
                                             ------      ------           ------        ------
Cash and cash equivalents at
  end of the year                           $12,081        $502          $10,030          $483
                                            =======        ====          =======          ====

</TABLE>




















                                    - 15 -


<PAGE>



                  Hughes REPORTS First quarter 1999 Results

               Record DIRECTV Subscriber Growth Fuels Revenues


      El  Segundo,   Calif.,  April  14,  1999--Hughes  Electronics  Corporation
reported  today  that  its  financial  results  for the  first  quarter  of 1999
reflected continued record subscriber growth in its DIRECTV(R) businesses.

      "Our  leadership  in the  direct-to-home  market is a key growth and value
driver for Hughes," said Michael T. Smith,  Hughes  chairman and chief executive
officer.  "Our revenue growth was driven by continued record DIRECTV  subscriber
growth--for  both the United  States  and Latin  America--and  we've  turned the
corner with positive EBITDA(1) for domestic DIRECTV."

      Revenues for the quarter were  $1,451.8  million,  compared  with $1,291.0
million in the first quarter of 1998, a 12.5% increase.

      EBITDA,  excluding a 1999 one-time  item, was $178.2 million versus $181.3
million for the same period in 1998.  EBITDA  margin on the same basis was 12.3%
for the first  quarter of 1999  compared to 14.0% in the first  quarter of 1998.
The  one-time  item  was a $92.0  million  pre-tax  charge  resulting  from  the
termination  of the Asia  Pacific  Mobile  Telecommunications  (APMT)  satellite
system contract due to export licenses not being issued.

      "DIRECTV,  PanAmSat,  Hughes Space and Communications,  and Hughes Network
Systems all attained  EBITDA  growth in the  quarter,"  Smith said.  This EBITDA
growth in the business segments was more than offset by increased  investment in
the  Spaceway(TM)   high-speed  broadband  operations  for  North  America,  and
increased intercompany business resulting in higher corporate eliminations. As a
result, consolidated EBITDA and EBITDA margin declined.

      Earnings(2)  were $78.3 million ($0.20  earnings per share, or EPS) in the
first quarter of 1999 versus $44.5  million  ($0.11 EPS) in the same period last
year. First quarter  earnings,  excluding  one-time items, were $40.1 million in
1999 compared to $53.7 million in the same period for 1998,  resulting in EPS of
$0.10 and $0.13 for first quarter 1999 and 1998,  respectively.  The declines in
earnings and EPS (excluding one-time items) were primarily due to lower interest
income and higher depreciation and amortization expenses.

      One-time items in the first quarter of 1999 were a $94.3 million after-tax
($154.6  million  pre-tax) gain related to the settlement of the Williams patent
infringement  case(3) and a $56.1  million  after-tax  ($92.0  million  pre-tax)
charge related to the APMT contract termination.  The one-time item in the first
quarter of 1998 was a $9.2 million after-tax charge for the cumulative effect of
an  accounting  change  mandated by the American  Institute of Certified  Public
Accountants for the write-off of previously capitalized start-up costs.

                           Segment Financial Review

                           Direct-To-Home Broadcast

      First  quarter  revenues  increased  43.5% to $556.6  million  from $387.9
million in the first  quarter of 1998.  The  increase  resulted  from  continued
strong  subscriber  growth,  as well  as  strong  average  monthly  revenue  per
subscriber  in  the  United  States.  The  domestic  DIRECTV  business  achieved
quarterly  revenues of $474  million,  a 34%  increase  over last  year's  first
quarter  revenues of $353 million.  DIRECTV had its best-ever first quarter with
304,000 net new  subscribers in the United States,  which compared to 227,000 in
the first quarter of 1998. Total domestic DIRECTV  subscribers were 4,762,000 as
of March 31, 1999.




                                       - 16 -

      The DIRECTV  business in Latin America also enjoyed its best first quarter
ever as it nearly  doubled  revenues,  reaching  $61 million  compared  with $31
million in the first quarter of 1998. With 70,000 net new  subscribers  added in
the first quarter of 1999, an 84% increase over the 38,000  acquired in the same
period last year, total DIRECTV  subscribers in Latin America climbed to 554,000
as of March 31, 1999.  In  addition,  DIRECTV  Japan(TM),  which is 42% owned by
Hughes,  added  29,000  subscribers  in  the  quarter  for a  total  of  260,000
subscribers at the end of the first quarter of 1999.

      The segment's EBITDA in the first quarter was $3.9 million compared with a
negative EBITDA of $9.1 million in the first quarter of 1998. Domestic DIRECTV's
EBITDA rose to $25 million in the  quarter  compared to $8 million  last year as
strong revenue growth outpaced  increased  marketing and  advertising  expenses.
This gain was partially  offset by a larger  negative EBITDA in the quarter ($20
million  in 1999  versus  $13  million  in  1998) in Latin  America,  which  was
primarily due to the  increased  cost of the new  higher-capacity  Galaxy VIII-i
satellite and increased advertising expenditures.

                              Satellite Services

      First  quarter 1999  revenues  were $193.5  million  compared  with $193.0
million in the prior year's period. Increased operating lease revenue, resulting
primarily  from  growth in data and  Internet-related  service  agreements,  was
mostly offset by lower transponder sales and sales-type lease revenue.

      EBITDA in the quarter was $145.9 million compared with $140.2 million last
year.  EBITDA  margin  increased  to 75.4%  versus  72.6% in last  year's  first
quarter. The increases in EBITDA and EBITDA margin were principally due to lower
satellite  leaseback  expenses  resulting  from the  exercise  of certain  early
buy-out  options  under  sale-leaseback  agreements  during the first quarter of
1999.

                              Satellite Systems

      For the first quarter of 1999,  revenues  increased to $630.3 million from
revenues  of $624.3  million  for the same  period in 1998.  Increased  sales to
commercial customers including Thuraya Satellite Telecommunications,  ICO Global
Communications  and PanAmSat  were largely  offset by lower sales on  government
contracts such as UHF Follow-on and Tracking and Data Relay Satellites (TDRS).

      Excluding  Hughes Space and  Communications'  1999 first  quarter  pre-tax
charge of $81.0 million related to the termination of the APMT contract,  EBITDA
increased  21.0% to $79.6  million  from $65.8  million in the first  quarter of
1998.  The increase  included  earnings  adjustments  in the current  quarter on
several commercial  satellite contracts.  As a result,  EBITDA margin (excluding
the one-time  item) was 12.6% for the first quarter of 1999 compared to 10.5% in
1998.

                               Network Systems

      First  quarter  revenues  at Hughes  Network  Systems  (HNS) rose 25.0% to
$230.9 million versus $184.7 million in the same period last year. This increase
was  primarily  due to  higher  sales  of  DIRECTV(TM)  receiver  equipment  and
satellite-based mobile telephone systems.

      As a result of this revenue growth, EBITDA,  excluding a pre-tax charge of
$11.0 million  resulting from the termination of the APMT contract for which HNS
was providing ground network equipment and handsets, grew to $5.1 million in the
quarter,  compared to a negative  EBITDA of $3.4 million in the first quarter of
1998.  EBITDA  margin on the same basis was 2.2%  compared to a negative  EBITDA
margin in the first quarter of 1998.

                                       - 17 -

                                BALANCE SHEET

      The cash balance  declined $562.1 million in the quarter to $780.0 million
as of March 31, 1999, primarily due to working capital requirements, purchase of
the Tempo ground-spare satellite, and early buy-out of PanAmSat's sale-leaseback
agreements,  which were partially  offset by proceeds from the settlement of the
Williams  patent  infringement  case.  Long-term debt increased $77.9 million to
$856.6  million  principally  from an increase in  PanAmSat's  commercial  paper
program to fund its satellite fleet expansion and early  sale-leaseback  buy-out
options.



      Hughes Electronics Corporation is a unit of General Motors Corp. The
earnings of Hughes Electronics are used to calculate the earnings per share
attributable to General Motors Class H common stock (NYSE ticker symbol: GMH).

----------------------
(1) Hughes' definition of EBITDA (Earnings Before Interest,  Taxes, Depreciation
and  Amortization)  is the sum of operating  profit (loss) and  depreciation and
amortization.  
(2)  Excludes   the  effects  of  purchase   accounting  adjustments related  to
General Motors' acquisition of Hughes in 1985. 
(3) Hughes  was  awarded  a  final  judgement  stemming  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 was  received  in the first  quarter of 1999 of $154.6 million and was
recorded in "Other, net."


































                                    - 18 -


STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                           1999        1998
                                                           ----        ----
Revenues
Product sales                                             $716.1      $692.1
Direct broadcast, leasing and other services               735.7       598.9
----------------------------------------------------------------------------
   Total Revenues                                        1,451.8     1,291.0
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold                                      669.2       542.3
Broadcast programming and other costs                      291.6       264.8
Selling, general, and administrative expenses              404.8       302.6
Depreciation and amortization                              123.0        97.7
Amortization of GM purchase accounting adjustments (1)       5.3         5.3
----------------------------------------------------------------------------
   Total Operating Costs and Expenses                    1,493.9     1,212.7
----------------------------------------------------------------------------

Operating (Loss) Profit                                    (42.1)       78.3

Interest income                                             13.6        37.5
Interest expense                                            (6.9)       (3.0)
Other, net                                                 137.7       (34.3)
-----------------------------------------------------------------------------
Income from Continuing Operations Before 
   Income Taxes, Minority Interests and
   Cumulative Effect of Accounting Change                  102.3        78.5

Income taxes                                                35.8        31.4
Minority interests in net losses of subsidiaries             6.5         1.3
----------------------------------------------------------------------------

Income from continuing operations before cumulative effect
   of accounting change                                     73.0        48.4

Cumulative effect of accounting change, net of taxes           -        (9.2)
-----------------------------------------------------------------------------

Net Income                                                  73.0        39.2

Adjustments to exclude the effect of GM
   purchase accounting adjustments (1)                       5.3         5.3
----------------------------------------------------------------------------

Earnings Used for Computation of Available
   Separate Consolidated Net Income                        $78.3       $44.5
============================================================================

Available Separate Consolidated Net Income                 $20.3       $11.5
============================================================================

Earnings Attributable to General Motors
   Class H Common Stock on a Per Share Basis               $0.20       $0.11
============================================================================

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










                                    - 19 -


BALANCE SHEET
(Dollars in Millions)
                                                   March 31,     December 31,
ASSETS                                                1999            1998
----------------------------------------------------------------------------
1998
----
Current Assets
Cash and cash equivalents                            $780.0         $1,342.1
Accounts and notes receivable                         849.3            922.4
Contracts in process                                  713.2            783.5
Inventories                                           578.8            471.5
Prepaid expenses, deferred income taxes and other     295.4            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,216.7          3,846.4
Satellites - Net                                    3,580.5          3,197.5
Property - Net                                      1,061.2          1,059.2
Net Investment in Sales-type Leases                   167.9            173.4
Intangible Assets - Net                             3,732.9          3,552.2
Investments and Other Assets                        1,652.5          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $13,411.7        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $710.2           $764.1
Advances on contracts                                 302.0            291.8
Deferred revenues                                      51.7             43.8
Current portion of long-term debt                     170.3            156.1
Accrued liabilities                                   664.0            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           1,898.2          2,009.5
Long-Term Debt                                        856.6            778.7
Deferred Gains on Sales and Leasebacks                 65.0            121.5
Accrued Operating Leaseback Expense                     6.1             56.0
Postretirement Benefits Other Than Pensions           151.2            150.7
Other Liabilities and Deferred Credits                846.0            811.1
Deferred Income Taxes                                 651.9            643.9
Minority Interests                                    485.6            481.7
Stockholder's Equity                                8,451.1          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $13,411.7        $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).
















                                    - 20 -
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Three Months Ended
                                                             March 31,
                                                             ---------
                                                         1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                                          $556.6      $387.9
EBITDA (1)                                                $3.9       $(9.1)
EBITDA Margin                                              0.7%        N/A
Operating Loss                                          $(23.4)     $(31.6)
Depreciation and Amortization                            $27.3       $22.5
Capital Expenditures (2)                                 $77.6       $13.7
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                                          $193.5      $193.0
EBITDA (1)                                              $145.9      $140.2
EBITDA Margin (1)                                         75.4%       72.6%
Operating Profit                                         $79.1       $85.7
Depreciation and Amortization                            $66.8       $54.5
Capital Expenditures (3)                                $339.8      $249.6
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                                          $630.3      $624.3
EBITDA (1) (4)                                           $(1.4)      $65.8
EBITDA Margin (1)                                          N/A        10.5%
Operating (Loss) Profit (4)                             $(14.4)      $55.1
Depreciation and Amortization                            $13.0       $10.7
Capital Expenditures                                     $12.3       $10.7
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                                          $230.9      $184.7
EBITDA (1) (4)                                           $(5.9)      $(3.4)
Operating Loss (4)                                      $(17.8)     $(11.9)
Depreciation and Amortization                            $11.9        $8.5
Capital Expenditures                                      $2.2        $4.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                                         $(159.5)     $(98.9)
EBITDA (1)                                              $(56.3)     $(12.2)
Operating Loss                                          $(60.3)     $(13.7)
Depreciation and Amortization                             $4.0        $1.5
Capital Expenditures                                    $(32.2)     $125.9
--------------------------------------------------------------------------
TOTAL
Total Revenues                                        $1,451.8    $1,291.0
EBITDA (1) (4)                                           $86.2      $181.3
EBITDA Margin (1)                                          5.9%       14.0%
Operating (Loss) Profit (4)                             $(36.8)      $83.6
Depreciation and Amortization                           $123.0       $97.7
Capital Expenditures                                    $399.7      $404.7
==========================================================================
*   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)Hughes' definition of 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  expenditures  related to  satellites  amounting to $53.0 million in
   the first quarter of 1999.
(3)Includes  expenditures  related to satellites amounting to $189.7 million and
   $145.6 million in 1999 and 1998, respectively.  Also included in the 1999 and
   1998 amounts are $141.3 million and $96.6 million,  respectively,  related to
   the early buy-out of satellite sale-leasebacks.
(4)First  quarter 1999  includes a charge of $81.0  million and $11.0 million at
   Satellite Systems and Network Systems,  respectively,  for the termination of
   the Asia Pacific Mobile Telecommunications  satellite systems contract due to
   export licenses not being issued.
                                    - 21 -



                 DELPHI AUTOMOTIVE SYSTEMS REPORTS 12 PERCENT
                   PRO FORMA INCREASE IN QUARTERLY EARNINGS

       Today Announces Significant Gas Direct Injection Sales Contract

      Troy,  MICH.  - A strong North  American  market  coupled with  aggressive
cost-reduction  more than  offset the impact of the  economic  downturn in South
America as Delphi Automotive Systems  Corporation  (NYSE:DPH) today reported net
income for the first three months of 1999 grew to $284 million.

      Historical  net income for the first  quarter of 1998,  as measured  under
generally accepted accounting principles (GAAP), was $236 million.  However, the
$236  million  does not  reflect  the  impact  of the  terms  of the  separation
agreement  between Delphi and General Motors  Corporation  (GM). After including
the effect of the separation agreement,  pro forma first quarter 1998 net income
was $254 million.  Thus, on a comparable basis,  Delphi's first quarter 1999 net
income of $284  million  reflects a 12 percent  increase  over the 1998 level of
$254 million.

      Earnings per share  calculations  are complicated by the changes in shares
outstanding related to the steps involved in full separation from GM. Currently,
Delphi has 565 million shares outstanding,  reflecting 100 million shares issued
in an initial public  offering in February 1999, and 465 million shares owned by
GM.  Management  considers 565 million  shares to be the most widely used figure
for  analyzing  Delphi's  earnings  per  share.*  Based  on 565  million  shares
outstanding,  1999 earnings of $284 million and pro-forma  1998 earnings of $254
million,  earnings  per  share  were  $0.50 for  1999,  and  $0.45 for 1998,  an
improvement of $0.05 over the same period in 1998.

      "Our  first-quarter  results reflect continued progress toward realization
of our near-term and long-term business  strategies," said J.T.  Battenberg III,
Delphi's chairman, chief executive officer and president.

      "Delphi  continues to take cost out of  operations  through  reductions in
material and manufacturing costs, and re-alignment of the product portfolio.  We
expect further margin  enhancement  over the long term as we continue to improve
operations  while  realizing  the benefits of expanded  sales to global  vehicle
manufacturers  as a result of the separation  from GM. Our  objectives  remain 5
percent  net income  margin,  10 percent  annual  non-GM  sales  growth and 12.5
percent RONA (Return on Net Assets)," said Battenberg.










*Under GAAP, the shares issued in connection with the initial public offering of
Delphi  common stock would be excluded  from 1998 and  fractionally  included in
1999,  resulting  in the use of 465  million  shares in 1998 (EPS $0.51) and 521
million shares in 1999 (EPS $0.55).










                                    - 22 -


<PAGE>



Sales
      Consolidated  net sales were $7.5  billion for the first  three  months of
1999 compared to $7.6 billion for the first three months of 1998.  This reflects
growth in sales revenue from ongoing operations and strong North American sales,
offset by the impact of businesses  divested in late 1998 and a decline in South
American  sales.  Non-GM  sales  for the first  three  months of 1999 were up 12
percent - after  adjusting  to  eliminate  the 1998 sales of  Delphi's  seating,
lighting,  coil spring, and several smaller  businesses,  which were divested in
1998.

      "South America has been severely impacted by the crisis in Asia and Russia
as well as the devaluation of the Brazilian Real," said Volker Barth,  president
of Delphi South America.  "1999 volume projections are forecast to come in below
1998  levels,  effecting  sales  and  profitability,  primarily  as a result  of
Brazil's  maxi-devaluation.  However, Delphi remains committed to the region and
our  customer  base.  We believe the  long-term  fundamentals  have not changed.
Mercosur remains a market of significant growth potential," said Barth.

Growth -- New Gas Direct Injection Contract Announced

      Announced today:  Delphi won an order in March valued at over $100 million
average annual revenue, to develop and supply a direct injection gasoline engine
management system for a future GM vehicle program. During the quarter,  Delphi's
Dynamics  &  Propulsion   sector  earned  new  contracts   from  GM  that  total
approximately   $650  million  in  average  annual  revenue.   "These  contracts
demonstrate  our largest  customer's  confidence  in our ability to innovate and
provide product differentiation and new customer value," said Battenberg.

      Battenberg also noted that Delphi  continues to receive greater numbers of
bid opportunities,  which he said is indicative of non-GM customer acceptance of
products and technology from an independent  Delphi.  "Business bookings for the
quarter  reflect our strong  business  retention and growth  efforts with GM and
other customers," said Battenberg.

      Delphi's  future  business  continued  to grow  during the  quarter,  with
significant  contracts  awarded  by the  following  European  and Asian  vehicle
manufacturers:  Volkswagen,  Renault,  Peugeot, BMW Rover, Volvo, Daewoo, Isuzu,
and Honda. Program timing and contract details were not disclosed at the request
of the customers.

      "Based  on new  business  won this  quarter,  we remain  confident  in our
forward revenue plans," said Battenberg.

Cost Reduction Initiatives

      First-quarter  cost  reductions  reflected  the benefit of the  previously
announced seating,  lighting,  and coil spring divestitures,  and infrastructure
improvements. Ongoing material and manufacturing cost reduction initiatives more
than  offset the  impact of a  significant  market  downturn  in South  America.
Further,  Delphi benefited during the first quarter from previously  implemented
workforce  and  infrastructure  reductions  in  South  America  consistent  with
declining volumes.

Balance Sheet/Cash Flow

      Delphi's balance sheet at the end of the quarter  reflected a cash balance
of $1.1 billion,  and debt and equity balances of $1.9 billion and $3.4 billion,
respectively. "Significant improvement in liquidity allows continuing pursuit of
our objectives for pension funding,  while preserving  flexibility for strategic
growth initiatives," said Alan Dawes, Delphi's chief financial officer.


                                    - 23 -

Bond Issue

      Later  today,  Delphi's  investment  banks  will  announce  details  of  a
term-debt offering,  which will replace existing short-term bank facilities with
longer term financing.

Portfolio Restructuring

      In  the  first  quarter,   Delphi   continued  its  process  of  portfolio
restructuring  aimed at improving  margins,  diversifying the customer base, and
making investments in advanced technologies.

      "We continue to establish strategic partnerships and complete acquisitions
with the goal of accessing new  technology and technical  capability,  expanding
customer  relationships,  and enhancing our global footprint.  Our first quarter
activities   demonstrate  our  focused  and  aggressive  portfolio   improvement
strategies," said Battenberg.

      Delphi  expects  international  expansion  to be a key  driver  of  future
growth.  During the  quarter,  Delphi  announced  the opening of a wholly  owned
wiring harness facility in Morocco, in addition to a new facility to supply HVAC
and  chassis  customers  in  India.  In  March,  Delphi  announced  a  strategic
partnership with Gabriel de Mexico S.A. de C.V. to supply  automotive damper and
suspension modules to both vehicle  manufacturers and the aftermarket in Mexico,
which  illustrates  Delphi's  commitment to footprint  alignment,  portfolio and
market channel expansion.

      Seeking to enhance its position as a technology  leader,  Delphi announced
plans to invest  approximately  $63 million in its Kokomo,  Ind.,  operations to
introduce  the  latest  technology  in custom  automotive  integrated  circuits.
Further,  Delphi  announced  plans  to  make  a  significant  investment  in its
Sandusky,  Ohio facility to produce  advanced wheel spindle  bearings using lean
manufacturing concepts.

      Delphi  and CD Radio  announced  an  agreement  to  design  and  market an
original  equipment  three-band  audio  system  capable  of  processing  digital
satellite signals.

      Delphi  broadened  its  position  as truck  equipment  technology  leader,
announcing a strategic  alliance with Allied  Signal to develop and  manufacture
next generation ABS braking systems for the heavy duty truck market.

      Finally,  in response to the economic crisis in South America,  Delphi has
re-sized the Delphi South  America  organization  and has idled or sold selected
manufacturing facilities in the region.

Sector Financial Results ($ millions)

                                                Q1 1999       Q1 1998
                  Q1 1999        Q1 1998       Operating   (Pro-Forma Basis)
Sector            Sales          Sales           Income    Operating Income
-------------     -------        -------       ---------   -----------------
Electronics &
Mobile
Communication     $1,353        $1,283         $158              $129

Safety, Thermal
& Electrical
Architecture       2,713         3,090          216               211

Dynamics &
Propulsion         3,534         3,366          124                97

Other*              (131)         (116)         (41)              (75)
                   -----         -----          ---               ---
   Total          $7,469        $7,623         $457              $362
                   =====         =====          ===               ===

*Corporate and intra-company items


                                    - 24 -

Full Separation

      General  Motors  Board of  Directors  on  Monday,  April 12  approved  the
complete separation of Delphi from GM by means of a tax-free spin-off.

      "With regard to  stockholder  initiatives,  GM's decision to complete full
divestiture of its ownership  stake in Delphi in the second quarter allows us to
begin immediately to execute a business strategy aimed at maximizing shareholder
value," said Battenberg.

      "Complete separation from GM will help Delphi attract non-GM sales growth,
strengthen our ability to partner and acquire strategic businesses, and continue
to improve relations with our approximately  198,000 worldwide  employees," said
Battenberg.

      Delphi Automotive  Systems (NYSE:  DPH), with headquarters in Troy, Mich.,
USA, is a world leader in automotive component and systems technology.  Delphi's
3 business  sectors -- Dynamics and Propulsion;  Safety,  Thermal and Electrical
Architecture; and Electronics and Mobile Communications -- provide comprehensive
product solutions to complex customer needs.  Delphi has  approximately  198,000
employees and operates 168 wholly owned  manufacturing  sites, 40 joint ventures
and 27 technical centers in 36 countries.  Regional  headquarters are located in
Paris,   Tokyo  and  Sao  Paulo.   Delphi  can  be  found  on  the  Internet  at
http://www.delphiauto.com.


                                    # # #


Forward Looking Statements

Delphi is subject to a number of factors  that  could  cause  actual  results to
differ from those  anticipated  in forward  looking  statements.  All statements
contained in this press release that are forward looking  statements  (including
the possible  benefits  that could be achieved from a complete  separation  from
General  Motors)  which,  in  certain  instances,  are  identified  by the words
"expect",  "anticipate",  "estimate",  "project"  and similar  expressions,  are
subject to numerous risks and uncertainties,  many of which are outside Delphi's
control. Accordingly,  actual results may differ materially from those suggested
in these forward looking statements.  Further information  concerning such risks
and uncertainties is contained in Delphi's filings with the U.S.  Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December, 31, 1998.


HIGHLIGHTS ATTACHED



















                                    - 25 -

Highlights-Three months ended March 31, 1999 vs. pro forma three months ended
            March 31, 1998 comparison

                                                        Three Months Ended
                                                            March 31,
                                                        1999        1998(1)
                                                        ----        -------
                                                      (in millions, except
                                                        per share amounts)
Net sales:
   General Motors and affiliates                      $ 5,853       $ 6,105
   Other customers                                      1,616         1,518
                                                      -------       -------
     Total net sales                                    7,469         7,623
Less operating expenses:
   Cost of sales, excluding items listed below          6,391         6,727
   Selling, general and administrative                    384           334
   Depreciation and amortization                          237           200
                                                      -------       -------
Operating income                                          457           362
Less interest expense                                      24            64
Other income, net                                          25            79
                                                      -------       -------
Income before income taxes                                458           377
Income tax expense                                        174           123
                                                      -------       -------
Net income                                            $   284       $   254
                                                      =======       =======

Gross margin                                             14.4%         11.8%
Operating income margin                                   6.1%          4.7%
Net income margin                                         3.8%          3.3%

     Basic and diluted earnings per
      share-actual (2)                                 $ 0.55           N/A
                                                       ======

     Basic and diluted earnings per
      share-pro forma (3)                              $ 0.50        $ 0.45
                                                       ======        ======

(1)  Results of  operations  for the three months ended March 31, 1998 have been
     adjusted  to  reflect  the impact of the terms of our  separation  from GM.
     Overall  the  adjusted  results  reflect  the net effect of lower  employee
     benefit costs and higher other costs associated with operating Delphi as a
     stand-alone company. See the Reconciliation of actual to pro forma results
     for additional information.

(2)  Actual earnings per share are calculated  using the weighted average shares
     outstanding during the period,  resulting in 521 million shares outstanding
     during the three months ended March 31, 1999.

(3)  Pro forma  earnings per share are presented as if the initial  public stock
     offering of 100 million shares took place on January 1, 1998, resulting in
     565 million shares outstanding during both periods presented.















                                    - 26 -


<PAGE>



Highlights-
Three months ended March 31, 1998-Reconciliation
 of actual to pro forma results

                                              Three Months Ended March 31, 1998
                                                Actual   Adjustments  Pro forma
                                                ------   -----------  ---------
                                                (in millions, except per share
                                                            amounts)

Net sales:
   General Motors and affiliates                $ 6,105                $ 6,105
   Other customers                                1,518                  1,518
                                                -------                -------
     Total net sales                              7,623                  7,623
Less operating expenses:
   Cost of sales, excluding items listed below    6,789    $  (62) (1)   6,727
   Selling, general and administrative              300        34  (1)     334
   Depreciation and amortization                    200                    200
                                                -------    -------     -------
Operating income                                    334        28          362
Less interest expense                                64       --            64
Other income, net                                    79       --            79
                                                -------    -------     -------
Income before income taxes                          349        28          377
Income tax expense                                  113        10  (2)     123
                                                -------    -------     -------
Net income                                      $   236    $   18      $   254
                                                =======    =======     =======


   Basic and diluted earnings per share with
     465 million shares outstanding              $ 0.51                  N/A
                                                 ======

   Basic and diluted earnings per share with
     565 million shares outstanding               N/A                   $ 0.45
                                                                        ======

(1) The pro forma effect of lower employee benefit costs, due to GM's retention
    of certain retiree benefit obligations, favorably impacts both cost of
    sales and selling, general and administrative expenses. Selling, general and
    administrative expenses are also unfavorably impacted by the estimated
    incremental costs associated with operating Delphi as an independent
    company.

(2) Income taxes were  determined in accordance  with SFAS No. 109,  "Accounting
    for Income Taxes." For purposes of this pro forma presentation only,
    adjustments necessary to record the income tax effect of the pro forma
    adjustments assume a combined federal and state income tax rate of 38%.

















                                    - 27 -


<PAGE>


<TABLE>

Highlights-Liquidity and capital resources
(dollars in millions)

BALANCE SHEET DATA:

<CAPTION>
                                               March 31,  December 31,    December 31,
                                                1999        1998           1998
                                                GAAP        GAAP          Pro forma
                                                ----        ----          ---------

<S>                                            <C>         <C>            <C>     
   Cash and marketable securities              $ 1,134     $  1,000       $  2,062

   Debt                                          1,886        3,500          3,500
                                               -------     ---------      --------

     Net Liquidity                             $  (752)    $ (2,500)      $ (1,438)
                                               ========    =========      =========

   Pension obligations                         $ 2,208     $  2,180        $ 2,180

   Total stockholders' equity                  $ 3,351     $      9        $ 3,171


RECONCILIATION OF NET LIQUIDITY:

GAAP net liquidity at December 31, 1998                    $ (2,500)

   Settlement of accounts receivable from GM                 (1,600)

   Extension of payment terms for accounts
     receivable from GM                                      (2,100)

   Settlement of note payable to GM                           3,141

   Initial public offering proceeds                           1,621

Pro forma net liquidity at December 31, 1998                 (1,438)

   Net income                                     $284
   Depreciation and amortization                   237
   Capital expenditures                           (235)
   Other, net                                      343
                                                  ----

Adjusted operating cash flow less capital
   expenditures                                                 629

Other investing activities                                       57

GAAP net liquidity at March 31, 1999                       $   (752)
                                                           =========



</TABLE>








                                       - 28 -





                                  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    April 15, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)














































                                    - 29 -
[{"type": "8-K", "sequence": "1", "description": "GM, HUGHES, DELPHI PRESS RELEASES", "secsgml_size_bytes": 100419}]
{"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": "99594459"}, "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) April 14, 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 April 15,  1999,  a news  release  was  issued on the  subject of first
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 first  quarter  earnings  releases  for Hughes  Electronics  Corporation
(Hughes)  dated April 14,  1999 and GM and Delphi  Automotive  Systems  (Delphi)
dated April 15, 1999.

                 GM POSTS RECORD QUARTERLY FINANCIAL RESULTS

   DETROIT -- General  Motors Corp.  (GM) today  reported an all-time  quarterly
record of $3.10 basic  earnings per share of GM $1-2/3 par value common stock in
the first  quarter  of 1999 on  consolidated  net income of $2.1  billion.  That
compares  with net  income of $1.6  billion,  or $2.31 per  share,  in the first
quarter  of 1998.  The  results  include  Delphi  Automotive  Systems,  which as
announced on Monday is being spun off as an independent  company.  Delphi, which
is  reporting  its  results  separately  today,  is  now  classified  by GM as a
discontinued operation and is treated as such in the balance of this release.

   Excluding  Delphi,   net  income  and  earnings  per  share  from  continuing
operations  were an all-time  quarterly  record of $1.8 billion,  or $2.73 basic
earnings per share.  That compares with $1.4  billion,  or $1.96 per share,  for
continuing  operations in the first quarter of 1998. (See Highlights for diluted
earnings-per-share amounts.)

   "We're  continuing to build momentum by leveraging the strength of the entire
General Motors  organization," said GM Chairman and Chief Executive Officer John
F. Smith,  Jr. "We're  particularly  pleased with the strong  performance  of GM
North  America and General  Motors  Acceptance  Corporation  (GMAC) in the first
quarter of 1999. The financial  performance of our other automotive  regions and
Hughes Electronics Corporation was in line with our expectations."

   Consolidated  net sales and  revenues  in the first  quarter of 1999  totaled
$42.4 billion, compared with $40.0 billion for the first 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 $16.2 billion at March 31, 1999, compared with $15.4 billion at
March 31, 1998, and $13.1 billion at Dec. 31, 1998.  These cash amounts  exclude
GM's financing and insurance operations.

   "In addition to our focus on strong operating results, we are also continuing
to  implement   our   shareholder-value   initiatives,   including  the  ongoing
share-repurchase  program,  and the spin-off of Delphi to  stockholders,"  Smith
said.

   During the first quarter of 1999, General Motors repurchased  approximately 5
million  shares  of GM  $1-2/3  par  value  common  stock  worth  $480  million,
completing  45 percent of the  corporation's  most recent $4 billion  repurchase
program. Since January 1997, GM has repurchased approximately 107 million shares
of GM $1-2/3 par value common stock worth $6.8  billion,  or about 14 percent of
the total shares outstanding.

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

                                    - 2 -

               ($ in Millions)     First Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   Automotive, Electronics and Other
     GM North America                     $1,408              $841
     GM Europe                              $174               $99
     GM Latin America/Africa/Mid-East       ($25)              $53
     GM Asia Pacific                        ($60)               $6
     Other Automotive                        $13               ($7)

        Total Automotive                  $1,510              $992

     Hughes                                  $78               $54
     Other                                 ($141)             ($42)

        Total Automotive,
           Electronics, and Other         $1,447            $1,004

               ($ in Millions)     First Quarter Net Income (Loss)
                                            1999              1998
                                            ----              ----
   Financing and Insurance
     GMAC                                   $392              $349
     Other Financing and Insurance          ($19)              $15

        Total Financing & Insurance         $373              $364

        Total Income from
          Continuing Operations           $1,820            $1,368

   GM Automotive's net income totaled $1.5 billion in the first quarter of 1999,
compared with $1.0 billion in the first quarter of 1998.  The net margin was 4.4
percent in the first quarter of 1999 -- up significantly  from the net margin of
3.0 percent in the same period last year. GM North America led this  improvement
with a net  margin of 5.2  percent -- the second  consecutive  quarter  that net
margins  exceeded the  corporation's  5-percent net margin objective -- compared
with 3.2 percent in the first quarter of 1998.

   With record quarterly profitability at its mortgage operations, GMAC reported
first-quarter-1999  consolidated net income of $392 million,  up 12 percent from
$349 million earned in the first quarter of 1998,  resulting in the best overall
quarter for GMAC since 1991.

   "Our finance and insurance  operations are significant from the standpoint of
their  contribution  to our financial  strength,  but they also help us leverage
strength  in  the  marketplace  as  a  result  of  the  synergies  generated  by
partnerships with our automotive operations," Smith said.

   The  corporation's  1999  first-quarter  return  on  net  assets  (RONA)  for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  15.3
percent, compared with 11.5 percent in the first quarter of 1998.

   "The RONA  performance  in the first  quarter  of 1999 is  indicative  of the
results we need going  forward to meet our target of a  12.5-percent  annualized
return on net assets," Smith said.

   "GM North America  benefited  from excellent  consumer  acceptance of our new
products,  including the Chevrolet  Silverado,  GMC Sierra,  Cadillac  Escalade,
Oldsmobile  Alero,  Pontiac  Grand Am and Saab 9-5," said GM President and Chief
Operating  Officer G. Richard  Wagoner,  Jr. "The financial  results reflect our
continued  efforts  to  improve  product  quality  and  increase   manufacturing
efficiency.  Combined  with our  unrelenting  cost-reduction  activities,  these
factors allowed us to meet the intense competitive price pressure."

   GM vehicle  deliveries in the United States  totaled  1,158,000  units in the
first quarter of 1999,  an increase of 5.9 percent from the  1,094,000  units of
the first  quarter  of 1998.  As a result of the  exceptionally  strong  market,
despite the increase in sales, GM's 1999 first quarter U.S. vehicle market share
was 28.8 percent, down from 30.2 percent in the first quarter of 1998.

                                    - 3 -

   "With the seven new vehicle entries in 1998, and an additional 14 new product
launches in 1999, we expect to build momentum in the market,"  Wagoner said. "We
have also  announced  plans to further  increase  our  production  capacity  for
full-size  truck  products  to meet the  strong  and  growing  demand  for these
exceptional vehicles."

   GM Europe gained  market  momentum  during the first quarter of 1999,  ending
with 10.2 percent market share in the month of March. Market share for the first
quarter of 1999 was 9.6  percent,  slightly  down from 9.8  percent in the first
quarter of 1998.

   "The  late-quarter  improvement  resulted  from the  introduction  of the new
Opel/Vauxhall  Zafira and Vectra  models,"  Wagoner said. "As the all-new Zafira
continues its successful  startup we would expect further  improvement in market
penetration."

   The Latin America/Africa/Mid East region continues to be affected by economic
turmoil and  uncertainties,  "but we are proud of our quick  responses to reduce
costs, realign capacity and strengthen our competitive  position," Wagoner said.
"GM's investments in this region are track and we continue to expect significant
long-term growth and profit opportunity."

   In the  Asia-Pacific  region,  while the economic  situation is also somewhat
uncertain, GM's investment in China is progressing on schedule. "The money we're
spending now in the region is a smart  investment  in an area of the world where
we expect  markets to grow at a  phenomenal  rate over the long  term,"  Wagoner
said.

   Reflecting  continued  record  subscriber  growth  in its  DirecTV  business,
Hughes'  income in the first quarter of 1999 totaled $78 million,  compared with
$54 million in the first  quarter of 1998.  Revenues  increased  12.5 percent to
$1.5 billion for the first quarter of 1999,  from $1.3 billion in the prior-year
period.

     In this news release, use of the words expects,  intends,  believes,  plans
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 and Delphi
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);  Delphi's Annual
Report on Form 10-K for the year ended Dec.
31, 1998, (at page 54).

                                    # # #

HIGHLIGHTS ATTACHED

                                    - 4 -

     HIGHLIGHTS - Q1 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                             Three Months Ended
                                                  March 31,
                                          ----------------------
                                              1999         1998
     ----------------------------         ---------     ---------

     Net sales and revenues
     Manufactured products                  $36,620       $34,893
     Financial services                       3,509         3,310
     Other income                             2,306         1,821
                                           --------      --------
       Total net sales and revenues         $42,435       $40,024
                                           --------      --------
     Income from continuing operations        1,820(3)      1,368
     Income from discontinued operations        242           236
                                           --------      --------
     Consolidated net income                 $2,062        $1,604
     Net profit margin from
       continuing operations                    4.3%          3.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                 $1,783        $1,338
       Discontinued operations                  242           236
                                           --------      --------
       $1-2/3 par value                      $2,025        $1,574
       Class H                                  $21           $14
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                  $2.73(3)      $1.96
       Discontinued operations                 0.37          0.35
                                           --------      --------
       $1-2/3 par value                       $3.10(3)      $2.31
       Class H (1)                            $0.20         $0.13
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                  $2.68         $1.93
       Discontinued operations                 0.36          0.34
                                           --------      --------
       $1-2/3 par value                       $3.04         $2.27
       Class H (1)                            $0.20         $0.13
     .............................................................
     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
                              March 31,     Dec. 31,     March 31,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $22.24       $20.00         $22.13
       Class H                 $13.34       $12.00         $13.28
     .............................................................

   See footnotes beginning on page 9.

                                              continues

                                - 5 -

     HIGHLIGHTS - Q1 Consolidated Net Income
     (Dollars in Millions)

                                          Three Months Ended
                                               March 31,
                                         ---------------------
                                           1999          1998
                                          Income        Income
                                          (Loss)        (Loss)
                                          ------        ------

     GM North America (GMNA)              $1,408         $841
     GM Europe (GME)                         174           99
     GM Latin America/Africa/Mid-East
       (GMLAAM)                              (25)          53
     GM Asia/Pacific (GMAP)                  (60)           6
     Other Automotive                         13           (7)
                                           -----        -----
       Total GM Automotive (GMA)           1,510           992
     Hughes (1)                               78           54
     Other                                  (141)         (42)
                                           -----        -----
       Total Automotive, Electronics
         and Other Operations              1,447        1,004

     GMAC                                    392          349
     Other                                   (19)          15
                                           -----        -----
       Total Financing and Insurance
       Operations                            373          364
                                           -----        -----
     Income from continuing operations     1,820        1,368
     Income from discontinued operations     242          236
                                           -----        -----
     Consolidated Net Income              $2,062       $1,604
                                           =====        =====

                                                        continues

                                   - 6 -

     HIGHLIGHTS - Q1 Automotive Operations
     (Dollars in Millions)
                                              Three Months Ended
                                               March 31, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Reported
     --------
     Revenues                       $27,318  $6,134   $1,022     $620
                                     ------   -----    -----      ---
     Pre-tax income (loss)            2,097     281      (58)     (25)
     Income tax expense (benefit)       665     105      (36)      (6)
     Equity (loss) income and
       minority interests               (24)     (2)      (3)     (41)
                                      -----   -----    -----      ---
     Net income (loss)               $1,408    $174     $(25)    $(60)
                                      =====   =====    =====      ===

     Net profit (loss) margin           5.2%    2.8%   (2.4%)   (9.7%)
     Effective income tax rate         31.7%   37.4%     62.1%  24.0%

                                              Three Months Ended
                                               March 31, 1998
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Reported
     --------
     Revenues                       $25,889  $5,397   $2,024     $728
                                     ------   -----    -----      ---
     Pre-tax income (loss)            1,224     203       16       (8)
     Income tax expense (benefit)       386      91      (19)       -
     Equity (loss) income and
       minority interests                 3     (13)      18       14
                                      -----   -----    -----      ---
     Net income                        $841     $99      $53       $6
                                      =====   =====    =====      ===

     Net profit margin                  3.2%    1.8%      2.6%   0.8%
     Effective income tax rate         31.5%   44.8%   (118.8%)  0.0%

      See footnotes beginning on page 9.

                                               continues

                                   - 7 -

HIGHLIGHTS - Q1 Operating Information
                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             671          574
                        Trucks           637          592
                                      ------       ------
         Total United States           1,308        1,166
       Canada and Mexico                 186          171
                                      ------       ------
           Total GM North America      1,494        1,337
                                      ------       ------
       GME                               470          421
       GMLAAM                            122          178
       GMAP                               92          115
                                      ------       ------
         Total International             684          714
                                      ------       ------
             Total Worldwide           2,178        2,051
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  212          208
                 - Trucks                376          378
       Pontiac                           153          123
       GMC                               121          117
       Buick                             107           96
       Oldsmobile                         94           72
       Saturn                             51           51
       Cadillac                           36           43
       Other                               8            6
                                      ------       ------
         Total United States           1,158        1,094
       Canada and Mexico                 144          129
                                      ------       ------
         Total GM North America        1,302        1,223
                                      ------       ------
       GME                               510          492
       GMLAAM                            125          173
       GMAP                               99          124
                                      ------       ------
         Total International             734          789
                                      ------       ------
             Total Worldwide           2,036        2,012
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.1%        30.5%
         Trucks                         26.5%        29.9%
           Total                        28.8%        30.2%
       Total North America              29.0%        30.0%
       Total Europe                      9.6%         9.8%
       Latin America                    19.2%        19.8%
       Asia and Pacific                  3.2%         4.2%
             Total Worldwide            14.9%        15.3%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             30.7%        26.1%
       % Fleet Sales - Trucks           13.9%        16.2%
       Total vehicles                   23.0%        21.3%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                76          83
       Trucks                              84          94
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   94.2%        89.0%
      .....................................................
      GMNA
       Net Price (%)                    (0.8%)       (1.9%)
      .....................................................
       See footnotes beginning on page 9.
                                               Continues

                                   - 8 -

HIGHLIGHTS - Q1 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                          March 31,
                                   ----------------------
                                        1999         1998
                                   ---------   ----------

     Depreciation and Amortization (2)
       Depreciation                     $802         $895
       Amortization of special tools     619          563
       Amortization of intangible
         assets                           31           25
                                      ------        -----
            Total                     $1,452       $1,483
                                      ======        =====
     ....................................................
     Worldwide Employment at March 31 (in 000s)
       GMNA                              222          233
       GME                                81           78
       GMLAAM                             23           28
       GMAP                               10           10
       Hughes                             16           15
       GMAC                               24           22
       Other                              11           10
                                      ------       ------
         Total                           387          396
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,397       $5,270
     ....................................................

     (1) 1998 results exclude the cumulative  effect of accounting  change of $9
         million due to Hughes'  adoption of SOP 98-5.  GM has  reported  the $9
         million change in fourth  quarter 1998 results and Hughes  reported the
         change as a restatement of first quarter 1998 results.
     (2) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (3) Records for income and EPS are based upon reported  amounts adjusted to
         exclude the  effects of  significant  dispositions  not  classified  as
         discontinued operations.

                                    - 9 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                          1999         1998
                                                          ----         ----
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales and revenues               $36,620       $34,893
Financing revenues                                       3,509         3,310
Other income                                             2,306         1,821
                                                       -------       -------
  Total net sales and revenues                          42,435        40,024
                                                        ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below                       30,666        29,605
Selling, general and administrative expenses             3,822         3,510
Depreciation and amortization expense                    2,724         2,707
Interest expense                                         1,845         1,570
Other expenses                                             438           549
                                                      --------      --------
  Total costs and expenses                             $39,495       $37,941
Income from continuing operations before income taxes
  and minority interests                                 2,940         2,083
Income tax expense                                       1,029           695
Minority interests                                         (14)          (10)
(Losses) earnings of nonconsolidated associates            (77)          (10)
                                                       -------       -------
Income from continuing operations                       $1,820        $1,368
Income from discontinued operations                        242           236
                                                         -----         -----
  Net income                                             2,062         1,604
                                                         -----         -----
Premium on exchange of preference stocks                     -             -
Dividends on preference stocks                             (16)          (16)
                                                       -------        ------
  Earnings on common stocks                             $2,046        $1,588
                                                         =====         =====

Basic earnings per share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                                   $2.73          $1.96
  Discontinued operations                                  0.37           0.35
                                                           ----           ----
  Earnings per share attributable to $1-2/3 par value     $3.10          $2.31
                                                           ====           ====
Earnings per share attributable to Class H                $0.20          $0.13
                                                           ====           ====

Diluted earnings per share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                                   $2.68          $1.93
  Discontinued operations                                  0.36           0.34
                                                           ----           ----
  Earnings per share attributable to $1-2/3 par value     $3.04          $2.27
                                                           ====           ====
Earnings per share attributable to Class H                $0.20          $0.13
                                                           ====           ====

                                    - 10 -

                CONSOLIDATED STATEMENTS OF INCOME - Concluded

                                                          Three Months Ended
                                                               March 31,
                                                               ---------
                                                          1999         1998
                                                          ----         ----
                                                         (Dollars in Millions
                                                      Except Per Share Amounts)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales and revenues               $36,620       $34,893
Other income                                               903           677
                                                      --------      --------
  Total net sales and revenues                          37,523        35,570
                                                        ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below                       30,666        29,605
Selling, general and administrative expenses             2,741         2,569
Depreciation and amortization expense                    1,452         1,483
                                                       -------       -------
  Total operating costs and expenses                    34,859        33,657
                                                        ------        ------
Other expenses                                              58           190
Interest expense                                           194           195
Net expense (income) from transactions with Financing and
  Insurance Operations                                      94           (18)
                                                      --------       -------
Income from continuing operations before income taxes
  and minority interests                                 2,318         1,546
Income tax expense                                         788           528
Minority interests                                          (6)           (4)
(Losses) earnings of nonconsolidated associates            (77)          (10)
                                                       -------        ------
Income from continuing operations                        1,447         1,004
Income from discontinued operations                        242           236
                                                        ------         -----
  Net income - Automotive, Electronics
    and Other Operations                                $1,689        $1,240
                                                         =====         =====

                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                          1999         1998
                                                          ----         ----
                                                          (Dollars in Millions
                                                       Except Per Share Amounts)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                                      $3,509        $3,310
Insurance, mortgage and other income                     1,403         1,144
                                                         -----         -----
  Total revenues and other income                        4,912         4,454
                                                         -----         -----
Interest expense                                         1,651         1,375
Depreciation and amortization expense                    1,272         1,224
Operating and other expenses                             1,081           941
Provisions for financing losses                            119           101
Insurance losses and loss adjustment expenses              261           258
                                                        ------        ------
  Total costs and expenses                               4,384         3,899
                                                         -----         -----
Net (income) expense from transactions with Automotive,
  Electronics and Other Operations                         (94)           18
                                                         -----         -----
Income before income taxes                                 622           537
Income tax expense                                         241           167
Minority interests                                          (8)           (6)
                                                         -----         -----
  Net income - Financing and Insurance Operations         $373          $364
                                                           ===           ===

 .

                                    - 11 -
CONSOLIDATED BALANCE SHEETS
                                             March 31,                March 31, 
                                              1999       Dec. 31,       1998
                                           (Unaudited)    1998      (Unaudited)
                                           -----------    ----      -----------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES       
                           ASSETS
(Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $12,081    $9,728       $10,030
Marketable securities                           1,137       402         2,386
                                              -------   -------       -------
  Total cash and marketable securities         13,218    10,130        12,416
Accounts and notes receivable 
   (less allowances)                            4,686     4,750         4,426
Inventories (less allowances)                  11,566    10,437        11,149
Net assets of discontinued operations           3,191        77           219
Equipment on operating leases 
   (less accumulated depreciation)              6,048     4,954         4,554
Deferred income taxes and other current assets  9,537    10,051         6,125
Net receivable from Financing and 
   Insurance Operations                             -         -           840
  Total current assets                         48,246    40,399        39,729
Equity in net assets of nonconsolidated 
   associates                                   1,659       950           936
Property - net                                 31,636    32,222        29,903
Intangible assets - net                        10,170     9,994        10,639
Deferred income taxes                          15,410    14,967        18,172
Other assets                                   13,565    16,062        15,379
                                               ------    ------        ------
  
  Total Automotive, Electronics and 
     Other Operations assets                  120,686   114,594       114,758
Financing and Insurance Operations
Cash and cash equivalents                         502       146           483
Investments in securities                       8,703     8,748         7,815
Finance receivables - net                      73,839    70,436        62,748
Investment in leases and other receivables     32,707    32,798        30,935
Other assets                                   14,959    18,807        12,794
Net receivable from Automotive, Electronics
  and Other Operations                            339       816             -
                                               ------    ------        ------
  Total Financing and Insurance 
     Operations assets                        131,049   131,751       114,775
                                              -------   -------       -------
Total assets                                 $251,735  $246,345      $229,533
                                             ========  ========      ========
               LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $16,162   $13,542       $12,721
Loans payable                                     869     1,204         1,276
Accrued expenses                               33,210    30,548        31,424
Net payable to Financing and Insurance
  Operations                                      339       816             -
                                               ------    ------        ------
  Total current liabilities                    50,580    46,110        45,421
Long-term debt                                  7,011     7,118         5,796
Postretirement benefits other than pensions    34,416    33,503        34,027
Pensions                                        3,761     4,410         3,341
Other liabilities and deferred income taxes    17,768    17,807        17,805
                                               ------    ------        ------
  Total Automotive, Electronics and
     Other Operations liabilities             113,536   108,948       106,390
Financing and Insurance Operations
Accounts payable                                4,405     4,148         3,501
Debt                                          106,379   107,753        91,500
Deferred income taxes and other liabilities     9,954     9,661         9,520
Net payable to Automotive, Electronics
  and Other Operations                              -         -           840
                                               ------    ------        ------
  Total Financing and Insurance Operations
    liabilities                               120,738   121,562       105,361
Minority interests                                580       563           678
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
$1-2/3 par value common stock (issued,
  649,568,145, 655,008,344
  and 669,314,625 shares)                       1,083     1,092         1,116
Class H common stock (issued, 
  106,641,918, 106,159,776 and
  104,769,861 shares)                              11        11            10
Capital surplus (principally additional 
  paid-in capital)                             13,276    12,661        13,786
Retained earnings                               8,703     6,984         6,664
                                              -------   -------       -------
    Subtotal                                   23,074    20,749        21,577
Accumulated foreign currency translation
  adjustments                                  (1,782)   (1,089)       (1,172)
Net unrealized gains on securities                458       481           539
Minimum pension liability adjustment           (5,089)   (5,089)       (4,062)
                                               ------    ------        ------ 
    Accumulated other comprehensive loss       (6,413)   (5,697)       (4,695)
                                                -----     -----         -----
      Total stockholders' equity               16,661    15,052        16,882
                                             --------  --------      --------
Total liabilities and stockholders' equity   $251,735  $246,345      $229,533
                                              =======   =======       =======

                                    - 12 -

                   CONSOLIDATED BALANCE SHEETS - Concluded

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

                        ASSETS
Cash and cash equivalents                     $12,081    $9,728       $10,030
Marketable securities                           1,137       402         2,386
                                              -------  --------       -------
  Total cash and marketable securities         13,218    10,130        12,416
Accounts and notes receivable 
  (less allowances)                             4,686     4,750         4,426
Inventories (less allowances)                  11,566    10,437        11,149
Net assets of discontinued operations           3,191        77           219
Equipment on operating leases (less 
  accumulated depreciation)                     6,048     4,954         4,554
Deferred income taxes and other current assets  9,537    10,051         6,125
Net receivable from Financing and
  Insurance Operations                              -         -           840
                                               ------    ------        ------
  Total current assets                         48,246    40,399        39,729
Equity in net assets of nonconsolidated
   associates                                   1,659       950           936
Property - net                                 31,636    32,222        29,903
Intangible assets - net                        10,170     9,994        10,639
Deferred income taxes                          15,410    14,967        18,172
Other assets                                   13,565    16,062        15,379
                                               ------    ------        ------
  Total Automotive, Electronics and 
     Other Operations assets                 $120,686  $114,594      $114,758
                                             ========  ========      ========

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $16,162   $13,542       $12,721
Loans payable                                     869     1,204         1,276
Accrued expenses                               33,210    30,548        31,424
Net payable to Financing and Insurance
  Operations                                      339       816             -
                                               ------    ------        ------
  Total current liabilities                    50,580    46,110        45,421
Long-term debt                                  7,011     7,118         5,796
Postretirement benefits other than pensions    34,416    33,503        34,027
Pensions                                        3,761     4,410         3,341
Other liabilities and deferred income taxes    17,768    17,807        17,805
                                               ------    ------        ------
  Total Automotive, Electronics and 
    Other Operations liabilities              113,536   108,948       106,390
Minority interests                                520       511           636
GM investment in Automotive, Electronics
  and Other Operations                          6,630     5,135         7,732
                                               ------    ------        ------
  Total Automotive, Electronics and 
    Other Operations liabilities
    and GM investment                        $120,686  $114,594      $114,758
                                             ========  ========      ========

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

                        ASSETS
Cash and cash equivalents                        $502      $146          $483
Investments in securities                       8,703     8,748         7,815
Finance receivables - net                      73,839    70,436        62,748
Investment in leases and other receivables     32,707    32,798        30,935
Other assets                                   14,959    18,807        12,794
Net receivable from Automotive, Electronics
  and Other Operations                            339       816             -
                                               ------    ------        ------
  Total Financing and Insurance 
    Operations assets                        $131,049  $131,751      $114,775
                                             ========  ========      ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,405    $4,148        $3,501
Debt                                          106,379   107,753        91,500
Deferred income taxes and other liabilities     9,954     9,661         9,520
Net payable to Automotive, Electronics 
  and Other Operations                              -         -           840
                                               ------    ------        ------ 
  Total Financing and Insurance 
    Operations liabilities                    120,738   121,562       105,361
Minority interests                                 60        52            42
GM investment in Financing and 
   Insurance Operations                        10,251    10,137         9,372
                                               ------    ------        ------
  Total Financing and Insurance Operations
    liabilities and GM investment            $131,049  $131,751      $114,775
                                             ========  ========      ========

                                    - 13 -
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             Three Months Ended March 31,
                                             ----------------------------
                                               1999              1998
                                               ----              ----
                                                (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $16,064          $5,324

Cash flows from investing activities
Expenditures for property                      (1,384)         (1,996)
Investments in other marketable securities 
  - acquisitions                               (7,553)         (5,545)
Investments in other marketable securitie
  - liquidations                                6,344           7,141
Mortgage servicing rights - acquisitions         (327)           (153)
Mortgage servicing rights - liquidations            -              29
Finance receivables - acquisitions            (42,969)        (41,800)
Finance receivables - liquidations             31,921          32,556
Proceeds from sales of finance receivables      7,375           5,143
Operating leases - acquisitions                (5,518)         (5,127)
Operating leases - liquidations                 3,595           3,462
Investments in companies, net of cash acquired   (514)           (211)
Other                                            (170)           (711)
                                                -----           -----
Net cash used in investing activities          (9,200)         (7,212)
                                                -----           -----

Cash flows from financing activities
Net increase in loans payable                  (7,047)          2,019
Increase in long-term debt                      7,970           6,428
Decrease in long-term debt                     (3,980)         (4,143)
Repurchases of common and preference stocks      (979)         (1,911)
Proceeds from issuing common stocks               284             233
Cash dividends paid to stockholders              (343)           (357)
                                                -----           -----
Net cash provided by financing activities      (4,095)          2,269
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (188)            (85)
                                                -----           -----
Net cash (used in) provided by continuing
  operations                                    2,581             296
Net cash provided by discontinued operations      128             (56)
                                                -----           -----
Net (decrease) increase in cash and
  cash equivalents                              2,709             240
Cash and cash equivalents at
  beginning of the year                         9,874          10,273
                                                -----          ------
Cash and cash equivalents at 
  end of the year                             $12,583         $10,513
                                              =======         =======

                                    - 14 -

              CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
Three Months Ended March 31,
                                                       ----------------------------
                                                    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    $9,188      $6,876           $3,014        $2,310

Cash flows from investing activities
Expenditures for property                    (1,345)        (39)          (1,967)          (29)
Investments in other marketable 
   securities - acquisitions                 (1,813)     (5,740)          (2,007)       (3,538)
Investments in other marketable
   securities - liquidations                  1,077       5,267            3,281         3,860
Mortgage servicing rights - acquisitions          -        (327)               -          (153)
Mortgage servicing rights - liquidations          -           -                -            29
Finance receivables - acquisitions                -     (42,969)               -       (41,800)
Finance receivables - liquidations                -      31,921                -        32,556
Proceeds from sales of finance receivables        -       7,375                -         5,143
Operating leases - acquisitions              (2,465)     (3,053)          (1,413)       (3,714)
Operating leases - liquidations               1,281       2,314            1,384         2,078
Investments in companies, net of
   cash acquired                               (514)          -             (211)            -
Net investing activity with Financing and
  Insurance Operations                           75           -               75             -
Other                                        (1,162)        992             (236)         (475)
                                              -----       -----           ------         -----
Net cash used in investing activities        (4,866)     (4,259)          (1,094)       (6,043)
                                             ------      ------           ------        ------ 

Cash flows from financing activities
Net increase (decrease) in loans payable       (485)     (6,562)             835         1,184
Increase in long-term debt                      411       7,559              913         5,515
Decrease in long-term debt                     (320)     (3,660)            (635)       (3,508)
Net financing activity with Automotive,
  Electronics and Other Operations                -         (75)               -           (75)
Repurchases of common and preference stocks    (979)          -           (1,911)            -
Proceeds from issuing common stocks             284           -              233             -
Cash dividends paid to stockholders            (343)          -             (357)            -
                                             ------      ------           ------        ------
Net cash (used in) provided by financing
  activities                                 (1,432)     (2,738)            (922)        3,116
                                             ------      ------           ------        ------

Effect of exchange rate changes on cash and
  cash equivalents                             (188)          -              (87)            2
Net transactions with Automotive
  Financing Operations                         (477)        477             (521)          521
                                             ------      ------           ------        ------
Net cash provided by (used in)
  continuing operations                       2,225         356              390           (94)
Net cash provided by discontinued operations    128           -              (56)            -
                                             ------      ------           ------        ------
Net increase (decrease) in cash and 
  cash equivalents                            2,353         356              334           (94)
Cash and cash equivalents at 
  beginning of the year                       9,728         146            9,696           577
                                             ------      ------           ------        ------
Cash and cash equivalents at
  end of the year                           $12,081        $502          $10,030          $483
                                            =======        ====          =======          ====
- 15 -
Hughes REPORTS First quarter 1999 Results

               Record DIRECTV Subscriber Growth Fuels Revenues

      El  Segundo,   Calif.,  April  14,  1999--Hughes  Electronics  Corporation
reported  today  that  its  financial  results  for the  first  quarter  of 1999
reflected continued record subscriber growth in its DIRECTV(R) businesses.

      "Our  leadership  in the  direct-to-home  market is a key growth and value
driver for Hughes," said Michael T. Smith,  Hughes  chairman and chief executive
officer.  "Our revenue growth was driven by continued record DIRECTV  subscriber
growth--for  both the United  States  and Latin  America--and  we've  turned the
corner with positive EBITDA(1) for domestic DIRECTV."

      Revenues for the quarter were  $1,451.8  million,  compared  with $1,291.0
million in the first quarter of 1998, a 12.5% increase.

      EBITDA,  excluding a 1999 one-time  item, was $178.2 million versus $181.3
million for the same period in 1998.  EBITDA  margin on the same basis was 12.3%
for the first  quarter of 1999  compared to 14.0% in the first  quarter of 1998.
The  one-time  item  was a $92.0  million  pre-tax  charge  resulting  from  the
termination  of the Asia  Pacific  Mobile  Telecommunications  (APMT)  satellite
system contract due to export licenses not being issued.

      "DIRECTV,  PanAmSat,  Hughes Space and Communications,  and Hughes Network
Systems all attained  EBITDA  growth in the  quarter,"  Smith said.  This EBITDA
growth in the business segments was more than offset by increased  investment in
the  Spaceway(TM)   high-speed  broadband  operations  for  North  America,  and
increased intercompany business resulting in higher corporate eliminations. As a
result, consolidated EBITDA and EBITDA margin declined.

      Earnings(2)  were $78.3 million ($0.20  earnings per share, or EPS) in the
first quarter of 1999 versus $44.5  million  ($0.11 EPS) in the same period last
year. First quarter  earnings,  excluding  one-time items, were $40.1 million in
1999 compared to $53.7 million in the same period for 1998,  resulting in EPS of
$0.10 and $0.13 for first quarter 1999 and 1998,  respectively.  The declines in
earnings and EPS (excluding one-time items) were primarily due to lower interest
income and higher depreciation and amortization expenses.

      One-time items in the first quarter of 1999 were a $94.3 million after-tax
($154.6  million  pre-tax) gain related to the settlement of the Williams patent
infringement  case(3) and a $56.1  million  after-tax  ($92.0  million  pre-tax)
charge related to the APMT contract termination.  The one-time item in the first
quarter of 1998 was a $9.2 million after-tax charge for the cumulative effect of
an  accounting  change  mandated by the American  Institute of Certified  Public
Accountants for the write-off of previously capitalized start-up costs.

                           Segment Financial Review

                           Direct-To-Home Broadcast

      First  quarter  revenues  increased  43.5% to $556.6  million  from $387.9
million in the first  quarter of 1998.  The  increase  resulted  from  continued
strong  subscriber  growth,  as well  as  strong  average  monthly  revenue  per
subscriber  in  the  United  States.  The  domestic  DIRECTV  business  achieved
quarterly  revenues of $474  million,  a 34%  increase  over last  year's  first
quarter  revenues of $353 million.  DIRECTV had its best-ever first quarter with
304,000 net new  subscribers in the United States,  which compared to 227,000 in
the first quarter of 1998. Total domestic DIRECTV  subscribers were 4,762,000 as
of March 31, 1999.

                                       - 16 -

      The DIRECTV  business in Latin America also enjoyed its best first quarter
ever as it nearly  doubled  revenues,  reaching  $61 million  compared  with $31
million in the first quarter of 1998. With 70,000 net new  subscribers  added in
the first quarter of 1999, an 84% increase over the 38,000  acquired in the same
period last year, total DIRECTV  subscribers in Latin America climbed to 554,000
as of March 31, 1999.  In  addition,  DIRECTV  Japan(TM),  which is 42% owned by
Hughes,  added  29,000  subscribers  in  the  quarter  for a  total  of  260,000
subscribers at the end of the first quarter of 1999.

      The segment's EBITDA in the first quarter was $3.9 million compared with a
negative EBITDA of $9.1 million in the first quarter of 1998. Domestic DIRECTV's
EBITDA rose to $25 million in the  quarter  compared to $8 million  last year as
strong revenue growth outpaced  increased  marketing and  advertising  expenses.
This gain was partially  offset by a larger  negative EBITDA in the quarter ($20
million  in 1999  versus  $13  million  in  1998) in Latin  America,  which  was
primarily due to the  increased  cost of the new  higher-capacity  Galaxy VIII-i
satellite and increased advertising expenditures.

                              Satellite Services

      First  quarter 1999  revenues  were $193.5  million  compared  with $193.0
million in the prior year's period. Increased operating lease revenue, resulting
primarily  from  growth in data and  Internet-related  service  agreements,  was
mostly offset by lower transponder sales and sales-type lease revenue.

      EBITDA in the quarter was $145.9 million compared with $140.2 million last
year.  EBITDA  margin  increased  to 75.4%  versus  72.6% in last  year's  first
quarter. The increases in EBITDA and EBITDA margin were principally due to lower
satellite  leaseback  expenses  resulting  from the  exercise  of certain  early
buy-out  options  under  sale-leaseback  agreements  during the first quarter of
1999.

                              Satellite Systems

      For the first quarter of 1999,  revenues  increased to $630.3 million from
revenues  of $624.3  million  for the same  period in 1998.  Increased  sales to
commercial customers including Thuraya Satellite Telecommunications,  ICO Global
Communications  and PanAmSat  were largely  offset by lower sales on  government
contracts such as UHF Follow-on and Tracking and Data Relay Satellites (TDRS).

      Excluding  Hughes Space and  Communications'  1999 first  quarter  pre-tax
charge of $81.0 million related to the termination of the APMT contract,  EBITDA
increased  21.0% to $79.6  million  from $65.8  million in the first  quarter of
1998.  The increase  included  earnings  adjustments  in the current  quarter on
several commercial  satellite contracts.  As a result,  EBITDA margin (excluding
the one-time  item) was 12.6% for the first quarter of 1999 compared to 10.5% in
1998.

                               Network Systems

      First  quarter  revenues  at Hughes  Network  Systems  (HNS) rose 25.0% to
$230.9 million versus $184.7 million in the same period last year. This increase
was  primarily  due to  higher  sales  of  DIRECTV(TM)  receiver  equipment  and
satellite-based mobile telephone systems.

      As a result of this revenue growth, EBITDA,  excluding a pre-tax charge of
$11.0 million  resulting from the termination of the APMT contract for which HNS
was providing ground network equipment and handsets, grew to $5.1 million in the
quarter,  compared to a negative  EBITDA of $3.4 million in the first quarter of
1998.  EBITDA  margin on the same basis was 2.2%  compared to a negative  EBITDA
margin in the first quarter of 1998.

                                       - 17 -

                                BALANCE SHEET

      The cash balance  declined $562.1 million in the quarter to $780.0 million
as of March 31, 1999, primarily due to working capital requirements, purchase of
the Tempo ground-spare satellite, and early buy-out of PanAmSat's sale-leaseback
agreements,  which were partially  offset by proceeds from the settlement of the
Williams  patent  infringement  case.  Long-term debt increased $77.9 million to
$856.6  million  principally  from an increase in  PanAmSat's  commercial  paper
program to fund its satellite fleet expansion and early  sale-leaseback  buy-out
options.

      Hughes Electronics Corporation is a unit of General Motors Corp. The
earnings of Hughes Electronics are used to calculate the earnings per share
attributable to General Motors Class H common stock (NYSE ticker symbol: GMH).

----------------------
(1) Hughes' definition of EBITDA (Earnings Before Interest,  Taxes, Depreciation
and  Amortization)  is the sum of operating  profit (loss) and  depreciation and
amortization.  
(2)  Excludes   the  effects  of  purchase   accounting  adjustments related  to
General Motors' acquisition of Hughes in 1985. 
(3) Hughes  was  awarded  a  final  judgement  stemming  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 was  received  in the first  quarter of 1999 of $154.6 million and was
recorded in "Other, net."

                                    - 18 -

STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                           Three Months Ended
                                                                March 31,
                                                                ---------
                                                           1999        1998
                                                           ----        ----
Revenues
Product sales                                             $716.1      $692.1
Direct broadcast, leasing and other services               735.7       598.9
----------------------------------------------------------------------------
   Total Revenues                                        1,451.8     1,291.0
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold                                      669.2       542.3
Broadcast programming and other costs                      291.6       264.8
Selling, general, and administrative expenses              404.8       302.6
Depreciation and amortization                              123.0        97.7
Amortization of GM purchase accounting adjustments (1)       5.3         5.3
----------------------------------------------------------------------------
   Total Operating Costs and Expenses                    1,493.9     1,212.7
----------------------------------------------------------------------------

Operating (Loss) Profit                                    (42.1)       78.3

Interest income                                             13.6        37.5
Interest expense                                            (6.9)       (3.0)
Other, net                                                 137.7       (34.3)
-----------------------------------------------------------------------------
Income from Continuing Operations Before 
   Income Taxes, Minority Interests and
   Cumulative Effect of Accounting Change                  102.3        78.5

Income taxes                                                35.8        31.4
Minority interests in net losses of subsidiaries             6.5         1.3
----------------------------------------------------------------------------

Income from continuing operations before cumulative effect
   of accounting change                                     73.0        48.4

Cumulative effect of accounting change, net of taxes           -        (9.2)
-----------------------------------------------------------------------------

Net Income                                                  73.0        39.2

Adjustments to exclude the effect of GM
   purchase accounting adjustments (1)                       5.3         5.3
----------------------------------------------------------------------------

Earnings Used for Computation of Available
   Separate Consolidated Net Income                        $78.3       $44.5
============================================================================

Available Separate Consolidated Net Income                 $20.3       $11.5
============================================================================

Earnings Attributable to General Motors
   Class H Common Stock on a Per Share Basis               $0.20       $0.11
============================================================================

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

                                    - 19 -

BALANCE SHEET
(Dollars in Millions)
                                                   March 31,     December 31,
ASSETS                                                1999            1998
----------------------------------------------------------------------------
1998
----
Current Assets
Cash and cash equivalents                            $780.0         $1,342.1
Accounts and notes receivable                         849.3            922.4
Contracts in process                                  713.2            783.5
Inventories                                           578.8            471.5
Prepaid expenses, deferred income taxes and other     295.4            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,216.7          3,846.4
Satellites - Net                                    3,580.5          3,197.5
Property - Net                                      1,061.2          1,059.2
Net Investment in Sales-type Leases                   167.9            173.4
Intangible Assets - Net                             3,732.9          3,552.2
Investments and Other Assets                        1,652.5          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $13,411.7        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $710.2           $764.1
Advances on contracts                                 302.0            291.8
Deferred revenues                                      51.7             43.8
Current portion of long-term debt                     170.3            156.1
Accrued liabilities                                   664.0            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           1,898.2          2,009.5
Long-Term Debt                                        856.6            778.7
Deferred Gains on Sales and Leasebacks                 65.0            121.5
Accrued Operating Leaseback Expense                     6.1             56.0
Postretirement Benefits Other Than Pensions           151.2            150.7
Other Liabilities and Deferred Credits                846.0            811.1
Deferred Income Taxes                                 651.9            643.9
Minority Interests                                    485.6            481.7
Stockholder's Equity                                8,451.1          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $13,411.7        $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).

                                    - 20 -
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Three Months Ended
                                                             March 31,
                                                             ---------
                                                         1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                                          $556.6      $387.9
EBITDA (1)                                                $3.9       $(9.1)
EBITDA Margin                                              0.7%        N/A
Operating Loss                                          $(23.4)     $(31.6)
Depreciation and Amortization                            $27.3       $22.5
Capital Expenditures (2)                                 $77.6       $13.7
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                                          $193.5      $193.0
EBITDA (1)                                              $145.9      $140.2
EBITDA Margin (1)                                         75.4%       72.6%
Operating Profit                                         $79.1       $85.7
Depreciation and Amortization                            $66.8       $54.5
Capital Expenditures (3)                                $339.8      $249.6
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                                          $630.3      $624.3
EBITDA (1) (4)                                           $(1.4)      $65.8
EBITDA Margin (1)                                          N/A        10.5%
Operating (Loss) Profit (4)                             $(14.4)      $55.1
Depreciation and Amortization                            $13.0       $10.7
Capital Expenditures                                     $12.3       $10.7
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                                          $230.9      $184.7
EBITDA (1) (4)                                           $(5.9)      $(3.4)
Operating Loss (4)                                      $(17.8)     $(11.9)
Depreciation and Amortization                            $11.9        $8.5
Capital Expenditures                                      $2.2        $4.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                                         $(159.5)     $(98.9)
EBITDA (1)                                              $(56.3)     $(12.2)
Operating Loss                                          $(60.3)     $(13.7)
Depreciation and Amortization                             $4.0        $1.5
Capital Expenditures                                    $(32.2)     $125.9
--------------------------------------------------------------------------
TOTAL
Total Revenues                                        $1,451.8    $1,291.0
EBITDA (1) (4)                                           $86.2      $181.3
EBITDA Margin (1)                                          5.9%       14.0%
Operating (Loss) Profit (4)                             $(36.8)      $83.6
Depreciation and Amortization                           $123.0       $97.7
Capital Expenditures                                    $399.7      $404.7
==========================================================================
*   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)Hughes' definition of 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  expenditures  related to  satellites  amounting to $53.0 million in
   the first quarter of 1999.
(3)Includes  expenditures  related to satellites amounting to $189.7 million and
   $145.6 million in 1999 and 1998, respectively.  Also included in the 1999 and
   1998 amounts are $141.3 million and $96.6 million,  respectively,  related to
   the early buy-out of satellite sale-leasebacks.
(4)First  quarter 1999  includes a charge of $81.0  million and $11.0 million at
   Satellite Systems and Network Systems,  respectively,  for the termination of
   the Asia Pacific Mobile Telecommunications  satellite systems contract due to
   export licenses not being issued.
                                    - 21 -

                 DELPHI AUTOMOTIVE SYSTEMS REPORTS 12 PERCENT
                   PRO FORMA INCREASE IN QUARTERLY EARNINGS

       Today Announces Significant Gas Direct Injection Sales Contract

      Troy,  MICH.  - A strong North  American  market  coupled with  aggressive
cost-reduction  more than  offset the impact of the  economic  downturn in South
America as Delphi Automotive Systems  Corporation  (NYSE:DPH) today reported net
income for the first three months of 1999 grew to $284 million.

      Historical  net income for the first  quarter of 1998,  as measured  under
generally accepted accounting principles (GAAP), was $236 million.  However, the
$236  million  does not  reflect  the  impact  of the  terms  of the  separation
agreement  between Delphi and General Motors  Corporation  (GM). After including
the effect of the separation agreement,  pro forma first quarter 1998 net income
was $254 million.  Thus, on a comparable basis,  Delphi's first quarter 1999 net
income of $284  million  reflects a 12 percent  increase  over the 1998 level of
$254 million.

      Earnings per share  calculations  are complicated by the changes in shares
outstanding related to the steps involved in full separation from GM. Currently,
Delphi has 565 million shares outstanding,  reflecting 100 million shares issued
in an initial public  offering in February 1999, and 465 million shares owned by
GM.  Management  considers 565 million  shares to be the most widely used figure
for  analyzing  Delphi's  earnings  per  share.*  Based  on 565  million  shares
outstanding,  1999 earnings of $284 million and pro-forma  1998 earnings of $254
million,  earnings  per  share  were  $0.50 for  1999,  and  $0.45 for 1998,  an
improvement of $0.05 over the same period in 1998.

      "Our  first-quarter  results reflect continued progress toward realization
of our near-term and long-term business  strategies," said J.T.  Battenberg III,
Delphi's chairman, chief executive officer and president.

      "Delphi  continues to take cost out of  operations  through  reductions in
material and manufacturing costs, and re-alignment of the product portfolio.  We
expect further margin  enhancement  over the long term as we continue to improve
operations  while  realizing  the benefits of expanded  sales to global  vehicle
manufacturers  as a result of the separation  from GM. Our  objectives  remain 5
percent  net income  margin,  10 percent  annual  non-GM  sales  growth and 12.5
percent RONA (Return on Net Assets)," said Battenberg.

*Under GAAP, the shares issued in connection with the initial public offering of
Delphi  common stock would be excluded  from 1998 and  fractionally  included in
1999,  resulting  in the use of 465  million  shares in 1998 (EPS $0.51) and 521
million shares in 1999 (EPS $0.55).

                                    - 22 -
Sales
      Consolidated  net sales were $7.5  billion for the first  three  months of
1999 compared to $7.6 billion for the first three months of 1998.  This reflects
growth in sales revenue from ongoing operations and strong North American sales,
offset by the impact of businesses  divested in late 1998 and a decline in South
American  sales.  Non-GM  sales  for the first  three  months of 1999 were up 12
percent - after  adjusting  to  eliminate  the 1998 sales of  Delphi's  seating,
lighting,  coil spring, and several smaller  businesses,  which were divested in
1998.

      "South America has been severely impacted by the crisis in Asia and Russia
as well as the devaluation of the Brazilian Real," said Volker Barth,  president
of Delphi South America.  "1999 volume projections are forecast to come in below
1998  levels,  effecting  sales  and  profitability,  primarily  as a result  of
Brazil's  maxi-devaluation.  However, Delphi remains committed to the region and
our  customer  base.  We believe the  long-term  fundamentals  have not changed.
Mercosur remains a market of significant growth potential," said Barth.

Growth -- New Gas Direct Injection Contract Announced

      Announced today:  Delphi won an order in March valued at over $100 million
average annual revenue, to develop and supply a direct injection gasoline engine
management system for a future GM vehicle program. During the quarter,  Delphi's
Dynamics  &  Propulsion   sector  earned  new  contracts   from  GM  that  total
approximately   $650  million  in  average  annual  revenue.   "These  contracts
demonstrate  our largest  customer's  confidence  in our ability to innovate and
provide product differentiation and new customer value," said Battenberg.

      Battenberg also noted that Delphi  continues to receive greater numbers of
bid opportunities,  which he said is indicative of non-GM customer acceptance of
products and technology from an independent  Delphi.  "Business bookings for the
quarter  reflect our strong  business  retention and growth  efforts with GM and
other customers," said Battenberg.

      Delphi's  future  business  continued  to grow  during the  quarter,  with
significant  contracts  awarded  by the  following  European  and Asian  vehicle
manufacturers:  Volkswagen,  Renault,  Peugeot, BMW Rover, Volvo, Daewoo, Isuzu,
and Honda. Program timing and contract details were not disclosed at the request
of the customers.

      "Based  on new  business  won this  quarter,  we remain  confident  in our
forward revenue plans," said Battenberg.

Cost Reduction Initiatives

      First-quarter  cost  reductions  reflected  the benefit of the  previously
announced seating,  lighting,  and coil spring divestitures,  and infrastructure
improvements. Ongoing material and manufacturing cost reduction initiatives more
than  offset the  impact of a  significant  market  downturn  in South  America.
Further,  Delphi benefited during the first quarter from previously  implemented
workforce  and  infrastructure  reductions  in  South  America  consistent  with
declining volumes.

Balance Sheet/Cash Flow

      Delphi's balance sheet at the end of the quarter  reflected a cash balance
of $1.1 billion,  and debt and equity balances of $1.9 billion and $3.4 billion,
respectively. "Significant improvement in liquidity allows continuing pursuit of
our objectives for pension funding,  while preserving  flexibility for strategic
growth initiatives," said Alan Dawes, Delphi's chief financial officer.

                                    - 23 -

Bond Issue

      Later  today,  Delphi's  investment  banks  will  announce  details  of  a
term-debt offering,  which will replace existing short-term bank facilities with
longer term financing.

Portfolio Restructuring

      In  the  first  quarter,   Delphi   continued  its  process  of  portfolio
restructuring  aimed at improving  margins,  diversifying the customer base, and
making investments in advanced technologies.

      "We continue to establish strategic partnerships and complete acquisitions
with the goal of accessing new  technology and technical  capability,  expanding
customer  relationships,  and enhancing our global footprint.  Our first quarter
activities   demonstrate  our  focused  and  aggressive  portfolio   improvement
strategies," said Battenberg.

      Delphi  expects  international  expansion  to be a key  driver  of  future
growth.  During the  quarter,  Delphi  announced  the opening of a wholly  owned
wiring harness facility in Morocco, in addition to a new facility to supply HVAC
and  chassis  customers  in  India.  In  March,  Delphi  announced  a  strategic
partnership with Gabriel de Mexico S.A. de C.V. to supply  automotive damper and
suspension modules to both vehicle  manufacturers and the aftermarket in Mexico,
which  illustrates  Delphi's  commitment to footprint  alignment,  portfolio and
market channel expansion.

      Seeking to enhance its position as a technology  leader,  Delphi announced
plans to invest  approximately  $63 million in its Kokomo,  Ind.,  operations to
introduce  the  latest  technology  in custom  automotive  integrated  circuits.
Further,  Delphi  announced  plans  to  make  a  significant  investment  in its
Sandusky,  Ohio facility to produce  advanced wheel spindle  bearings using lean
manufacturing concepts.

      Delphi  and CD Radio  announced  an  agreement  to  design  and  market an
original  equipment  three-band  audio  system  capable  of  processing  digital
satellite signals.

      Delphi  broadened  its  position  as truck  equipment  technology  leader,
announcing a strategic  alliance with Allied  Signal to develop and  manufacture
next generation ABS braking systems for the heavy duty truck market.

      Finally,  in response to the economic crisis in South America,  Delphi has
re-sized the Delphi South  America  organization  and has idled or sold selected
manufacturing facilities in the region.

Sector Financial Results ($ millions)

                                                Q1 1999       Q1 1998
                  Q1 1999        Q1 1998       Operating   (Pro-Forma Basis)
Sector            Sales          Sales           Income    Operating Income
-------------     -------        -------       ---------   -----------------
Electronics &
Mobile
Communication     $1,353        $1,283         $158              $129

Safety, Thermal
& Electrical
Architecture       2,713         3,090          216               211

Dynamics &
Propulsion         3,534         3,366          124                97

Other*              (131)         (116)         (41)              (75)
                   -----         -----          ---               ---
   Total          $7,469        $7,623         $457              $362
                   =====         =====          ===               ===

*Corporate and intra-company items

                                    - 24 -

Full Separation

      General  Motors  Board of  Directors  on  Monday,  April 12  approved  the
complete separation of Delphi from GM by means of a tax-free spin-off.

      "With regard to  stockholder  initiatives,  GM's decision to complete full
divestiture of its ownership  stake in Delphi in the second quarter allows us to
begin immediately to execute a business strategy aimed at maximizing shareholder
value," said Battenberg.

      "Complete separation from GM will help Delphi attract non-GM sales growth,
strengthen our ability to partner and acquire strategic businesses, and continue
to improve relations with our approximately  198,000 worldwide  employees," said
Battenberg.

      Delphi Automotive  Systems (NYSE:  DPH), with headquarters in Troy, Mich.,
USA, is a world leader in automotive component and systems technology.  Delphi's
3 business  sectors -- Dynamics and Propulsion;  Safety,  Thermal and Electrical
Architecture; and Electronics and Mobile Communications -- provide comprehensive
product solutions to complex customer needs.  Delphi has  approximately  198,000
employees and operates 168 wholly owned  manufacturing  sites, 40 joint ventures
and 27 technical centers in 36 countries.  Regional  headquarters are located in
Paris,   Tokyo  and  Sao  Paulo.   Delphi  can  be  found  on  the  Internet  at
http://www.delphiauto.com.

                                    # # #

Forward Looking Statements

Delphi is subject to a number of factors  that  could  cause  actual  results to
differ from those  anticipated  in forward  looking  statements.  All statements
contained in this press release that are forward looking  statements  (including
the possible  benefits  that could be achieved from a complete  separation  from
General  Motors)  which,  in  certain  instances,  are  identified  by the words
"expect",  "anticipate",  "estimate",  "project"  and similar  expressions,  are
subject to numerous risks and uncertainties,  many of which are outside Delphi's
control. Accordingly,  actual results may differ materially from those suggested
in these forward looking statements.  Further information  concerning such risks
and uncertainties is contained in Delphi's filings with the U.S.  Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December, 31, 1998.

HIGHLIGHTS ATTACHED

                                    - 25 -

Highlights-Three months ended March 31, 1999 vs. pro forma three months ended
            March 31, 1998 comparison

                                                        Three Months Ended
                                                            March 31,
                                                        1999        1998(1)
                                                        ----        -------
                                                      (in millions, except
                                                        per share amounts)
Net sales:
   General Motors and affiliates                      $ 5,853       $ 6,105
   Other customers                                      1,616         1,518
                                                      -------       -------
     Total net sales                                    7,469         7,623
Less operating expenses:
   Cost of sales, excluding items listed below          6,391         6,727
   Selling, general and administrative                    384           334
   Depreciation and amortization                          237           200
                                                      -------       -------
Operating income                                          457           362
Less interest expense                                      24            64
Other income, net                                          25            79
                                                      -------       -------
Income before income taxes                                458           377
Income tax expense                                        174           123
                                                      -------       -------
Net income                                            $   284       $   254
                                                      =======       =======

Gross margin                                             14.4%         11.8%
Operating income margin                                   6.1%          4.7%
Net income margin                                         3.8%          3.3%

     Basic and diluted earnings per
      share-actual (2)                                 $ 0.55           N/A
                                                       ======

     Basic and diluted earnings per
      share-pro forma (3)                              $ 0.50        $ 0.45
                                                       ======        ======

(1)  Results of  operations  for the three months ended March 31, 1998 have been
     adjusted  to  reflect  the impact of the terms of our  separation  from GM.
     Overall  the  adjusted  results  reflect  the net effect of lower  employee
     benefit costs and higher other costs associated with operating Delphi as a
     stand-alone company. See the Reconciliation of actual to pro forma results
     for additional information.

(2)  Actual earnings per share are calculated  using the weighted average shares
     outstanding during the period,  resulting in 521 million shares outstanding
     during the three months ended March 31, 1999.

(3)  Pro forma  earnings per share are presented as if the initial  public stock
     offering of 100 million shares took place on January 1, 1998, resulting in
     565 million shares outstanding during both periods presented.

                                    - 26 -
Highlights-
Three months ended March 31, 1998-Reconciliation
 of actual to pro forma results

                                              Three Months Ended March 31, 1998
                                                Actual   Adjustments  Pro forma
                                                ------   -----------  ---------
                                                (in millions, except per share
                                                            amounts)

Net sales:
   General Motors and affiliates                $ 6,105                $ 6,105
   Other customers                                1,518                  1,518
                                                -------                -------
     Total net sales                              7,623                  7,623
Less operating expenses:
   Cost of sales, excluding items listed below    6,789    $  (62) (1)   6,727
   Selling, general and administrative              300        34  (1)     334
   Depreciation and amortization                    200                    200
                                                -------    -------     -------
Operating income                                    334        28          362
Less interest expense                                64       --            64
Other income, net                                    79       --            79
                                                -------    -------     -------
Income before income taxes                          349        28          377
Income tax expense                                  113        10  (2)     123
                                                -------    -------     -------
Net income                                      $   236    $   18      $   254
                                                =======    =======     =======

   Basic and diluted earnings per share with
     465 million shares outstanding              $ 0.51                  N/A
                                                 ======

   Basic and diluted earnings per share with
     565 million shares outstanding               N/A                   $ 0.45
                                                                        ======

(1) The pro forma effect of lower employee benefit costs, due to GM's retention
    of certain retiree benefit obligations, favorably impacts both cost of
    sales and selling, general and administrative expenses. Selling, general and
    administrative expenses are also unfavorably impacted by the estimated
    incremental costs associated with operating Delphi as an independent
    company.

(2) Income taxes were  determined in accordance  with SFAS No. 109,  "Accounting
    for Income Taxes." For purposes of this pro forma presentation only,
    adjustments necessary to record the income tax effect of the pro forma
    adjustments assume a combined federal and state income tax rate of 38%.

                                    - 27 -
Highlights-Liquidity and capital resources
(dollars in millions)

BALANCE SHEET DATA:
March 31,  December 31,    December 31,
                                                1999        1998           1998
                                                GAAP        GAAP          Pro forma
                                                ----        ----          ---------
Cash and marketable securities              $ 1,134     $  1,000       $  2,062

   Debt                                          1,886        3,500          3,500
                                               -------     ---------      --------

     Net Liquidity                             $  (752)    $ (2,500)      $ (1,438)
                                               ========    =========      =========

   Pension obligations                         $ 2,208     $  2,180        $ 2,180

   Total stockholders' equity                  $ 3,351     $      9        $ 3,171

RECONCILIATION OF NET LIQUIDITY:

GAAP net liquidity at December 31, 1998                    $ (2,500)

   Settlement of accounts receivable from GM                 (1,600)

   Extension of payment terms for accounts
     receivable from GM                                      (2,100)

   Settlement of note payable to GM                           3,141

   Initial public offering proceeds                           1,621

Pro forma net liquidity at December 31, 1998                 (1,438)

   Net income                                     $284
   Depreciation and amortization                   237
   Capital expenditures                           (235)
   Other, net                                      343
                                                  ----

Adjusted operating cash flow less capital
   expenditures                                                 629

Other investing activities                                       57

GAAP net liquidity at March 31, 1999                       $   (752)
                                                           =========
- 28 -

                                  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    April 15, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 29 -