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) October 13, 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 October  14,  1999,  a news  release was issued on the subject of third
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 third  quarter  earnings  releases  for Hughes  Electronics  Corporation
(Hughes) dated October 13, 1999 and GM dated October 14, 1999.

                 GM EARNS A THIRD-QUARTER RECORD $1.33 PER SHARE
   RECORD THIRD QUARTER REVENUES OF $42.8 BILLION DRIVE INCOME OF $877 MILLION

      DETROIT -- General  Motors Corp.  (NYSE:  GM) today  reported  income from
continuing  operations of $877 million in the third quarter of 1999, or a record
third  quarter  $1.33  diluted  earnings per share of GM $1-2/3 par value common
stock. That compares with a strike-impacted  net loss of $309 million, or a loss
of $0.52 per share in the third quarter of 1998.

     GM North  America  and  General  Motors  Acceptance  Corp.  (GMAC)  led the
turnaround with strong  year-over-year  increases.  "After adjusting last year's
third-quarter  results to exclude the  strike-related  impact,  GM North America
posted an 81 percent  improvement in net income,  in the third quarter of 1999,"
said General  Motors  Chairman and Chief  Executive  Officer John F. Smith,  Jr.
"GMAC's  results  improved more than 25 percent,  compared  with the  prior-year
period."

      This strong  performance  helped offset reduced earnings and losses in the
other business  sectors and automotive  regions.  "The overall  results show the
strength of operating  as one globally  integrated  company,"  Smith said.  "The
regions continue to focus on growing the business,  reducing  structural  costs,
and working as an integrated team to leverage our global strength."

      Consolidated  net sales and revenues in the third  quarter of 1999 totaled
$42.8 billion -- the highest ever for a third-quarter period. That compares with
a strike-impacted $33.5 billion for the third quarter of 1998.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$16.7 billion at Sept. 30, 1999,  compared with $10.3 billion at Sept. 30, 1998,
and $16.7 billion at June 30, 1999.  These cash amounts  exclude GM's  financing
and insurance operations.

      "Our  strong  cash  position  allowed us to  continue  funding new product
programs,  invest in plant and  equipment  improvements  and take  advantage  of
growth  opportunities,  while  continuing our  share-repurchase  program," Smith
said.

      During the third quarter of 1999 and through Oct. 13, 1999, GM repurchased
5.7 million  shares of its $1-2/3 par value  common  stock  worth $386  million.
Combined   with  earlier   repurchases,   this   completes  63  percent  of  the
corporation's most recent $4 billion stock-repurchase program initiated in March
of 1998.  Since  January 1997, GM has  repurchased  approximately  117.7 million
shares of GM $1-2/3 par value  common  stock worth $7.5  billion,  or about 15.6
percent of the total shares outstanding.

      The  corporation's  1999  third-quarter  return on net  assets  (RONA) for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  10.1
percent.  "We're extremely  pleased that our RONA  performance  average over the
last four  quarters was 14.2  percent,"  Smith said.  "This beats by more than a
year our target of  surpassing  12.5  percent  RONA for a  four-quarter  rolling
average by the end of the year 2000.  This is solid  evidence of our  continuing
momentum and a major win for the entire GM team."


                                      - 2 -

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

                      ($ in Millions) Third Quarter Net Income (Loss)
                                            1999        1998
                                            ----        ----
      GM North America                     $671        ($595)
      GM Europe                             $32          $50
      GM Latin America/Africa/Mid-East     ($36)        $(64)
      GM Asia Pacific                      ($54)          $0
      Other Automotive                       $0         $(24)
                                             --         -----
      Total Automotive                     $613        ($633)
      GMAC                                 $393         $313
      Hughes                               ($30)         $43
      Other                                ($99)        ($32)
                                           -----        -----
      Total Income from
        Continuing Operations              $877        ($309)

      GM  Automotive's  net margin was 1.7 percent in the third quarter of 1999,
compared with a net-margin  loss of 2.3 percent in the same period last year. GM
North  America's  net  margin  was 2.4  percent  in the third  quarter  of 1999,
compared  with a  net-margin  loss of 3.1 percent in the  strike-impacted  third
quarter of 1998.

      "Despite continuing intense competitive pressures, GM North America had by
far its best third quarter  financial  results of the decade," said GM President
and Chief Operating Officer G. Richard Wagoner,  Jr. "The improved  availability
of our popular new cars and trucks drove a two  percentage-point  improvement in
U.S. market share from July to September."

      GM North  America's  third-quarter-1998  results  included an  unfavorable
impact of $965  million  after  taxes,  or $1.48  per  share,  related  to major
production losses caused by strikes at two GM component plants in Flint, Mich.

      GM Europe reported net income of $32 million in the third quarter of 1999,
compared with $50 million in the prior-year period.  "Although  wholesale volume
declined  year-over-year,  market  share  increased to 10.0 percent in the third
quarter  of 1999  versus  9.7  percent in the same  period  last  year,  and was
unchanged from the second quarter of 1999," Wagoner said.

      "While the Latin  America/Africa/Mid  East region continues to be affected
by an  economic  downturn,  we worked all out to  minimize  losses and  position
ourselves for the future,  which led to improved  results in the third  quarter"
Wagoner said.  "We continued to improve  operating  efficiencies  while boosting
market  share  in  Latin  America  to  20.1  percent,   a   1.1-percentage-point
improvement from the 19.0-percent  share in the third quarter of 1998.  However,
the  continuing  economic  pressures in the region had a negative  impact on our
overall financial results."

      The Asia-Pacific  region continues to be a challenge  primarily due to the
impact of the depressed Japanese market on the overall region.  "The combination
of the down market and the  investments  we made to position  ourselves  for the
future growth potential in the region continued to impact our financial  results
in the short term,"  Wagoner said.  "We're  particularly  pleased with the early
success of our operations in Shanghai,  China,  where Buick sedans are produced.
We're  encouraged  by signs of  recovery in some areas of the  Asia-Pacific  and
continue to take a long-term view in the region."

      GMAC reported consolidated net income of $393 million in the third quarter
of 1999,  compared  with $313  million  earned in the  prior-year  period.  "The
increase was led by the mortgage operations,  which rebounded strongly from last
year  when  turmoil  in the  capital  markets  adversely  affected  results.  In
addition,  GMAC's operations in North America  continued to improve,  reflecting
growth in assets and ongoing productivity improvements," Smith said.


                                      - 3 -

      Hughes  Electronics  reported that revenues increased nearly 32 percent to
$2.0 billion for the third quarter of 1999,  from $1.5 billion in the prior-year
period.  The revenue  increase was primarily  driven by continued  growth in the
DIRECTV business.

      "Hughes had its best third quarter ever for DIRECTV subscription growth in
the United  States,  adding a record 423,000 net new  subscribers,  a 40 percent
increase  compared  with the  third  quarter  of 1998,  and as a result  DIRECTV
revenues  more than  doubled"  Smith  said.  DIRECTV  had more than 7.7  million
subscribers as of Sept. 30, 1999.

      Hughes'  net  loss in the  third  quarter  of 1999  totaled  $30  million,
compared   with   income  of  $43   million  in  the  third   quarter  of  1998.
Third-quarter-1999  results were unfavorably impacted by higher depreciation and
amortization   expenses  related   primarily  to  the  United  States  Satellite
Broadcasting  Company  Inc.  (USSB)  and  PRIMESTAR  acquisitions,  as  well  as
increased satellite expenditures.

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

                                      # # #






































                                      - 4 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   1999       1998
                                                ---------  ---------
      Net sales and revenues
      Manufactured products                      $36,748   $28,464 (1)
      Financial services                           3,725     3,360
      Other income                                 2,321     1,701
                                                  ------    ------
       Total net sales and revenues              $42,794   $33,525
                                                  ------    ------
     Income (loss) from continuing
       operations                                   $877(4)  $(309)(1)
     Income (loss) from discontinued
       operations                                      -      (500)
                                                  ------    ------
     Consolidated net income (loss)                 $877     $(809)
     Net profit (loss) margin from
       continuing operations                         2.0%     (0.9%)
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                        $866(4)  $(336)(1)
       Discontinued operations                         -      (500)
                                                  ------    ------
       $1-2/3 par value                             $866     $(836)
       Class H                                      $(17)      $11
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $1.35 (4)$(0.52)(1)
       Discontinued operations                         -     (0.76)
                                                  ------    ------
       $1-2/3 par value                            $1.35    $(1.28)
       Class H                                    $(0.13)    $0.11
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $1.33 (4)$(0.52)(1)
       Discontinued operations                         -     (0.76)
                                                  ------    ------
       $1-2/3 par value                            $1.33    $(1.28)
       Class H                                    $(0.13)    $0.11
     .............................................................
     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
                              Sept. 30,     Dec. 31,     Sept. 30,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $20.59       $20.00         $19.54
       Class H                 $12.36       $12.00         $11.72
     .............................................................



   See footnotes beginning on page 8


                                              continues


                                     - 5 -

     HIGHLIGHTS - Q3 Consolidated Net Income
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                    September 30,
                                               ----------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                      $671       $(595)(1)
     GM Europe (GME)                                32          50
     GM Latin America/Africa/Mid-East (GMLAAM)     (36)        (64)
     GM Asia/Pacific (GMAP)                        (54)          -
     Other Automotive                                -         (24)
                                                 -----        ----
       Total GM Automotive (GMA)                  $613       $(633)
     Hughes (5)                                    (30)         43
     Other                                         (96)        (64)
                                                 -----        ----
       Total Automotive, Electronics
         and Other Operations                     $487       $(654)

     GMAC                                         $393        $313
     Other                                          (3)         32
                                                 -----        ----
       Total Financing and Insurance
         Operations                               $390        $345
                                                 -----        ----
     Income (loss) from continuing
       operations                                 $877 (4)   $(309)(1)
     Income (loss) from discontinued
       operations                                    -        (500)
                                                 -----        ----
     Consolidated Net Income (Loss)               $877       $(809)
                                                 =====        ====

                                              Three Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $27,630  $6,391   $1,200     $884
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,009     $52     $(79)     $12
     Income tax expense (benefit)       336      19      (37)      11
     Equity income/(loss) and
       minority interests                (2)     (1)       6      (55)
                                      -----   -----    -----      ---
     Net income (loss)                 $671     $32     $(36)    $(54)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.4%    0.5%   (3.0%)   (6.1%)
     Effective income tax rate         33.3%   36.5%   46.8%    91.7%

                                              Three Months Ended
                                             September 30, 1998
                                      --------------------------------
                                      GMNA(1)  GME    GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $18,931  $6,390   $1,773     $681
                                     ------   -----    -----      ---
     Pre-tax (loss) income            $(883)    $64    $(138)     $19
     Income tax (benefit) expense      (288)     18      (45)       2
     Equity income/(loss) and
       minority interests                 -       4       29      (17)
                                       ----    ----      ---      ---
     Net (loss) income                $(595)    $50     $(64)      $-
                                       ====    ====      ===      ===

     Net (loss) profit margin          (3.1%)   0.8%     (3.6%)  0.0%
     Effective income tax rate         32.6%   28.1%     32.6%  10.5%

See footnotes beginning on page 8.
                                                                      continues
                                     - 6 -

HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                        September 30,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             581          527
                        Trucks           618          367
                                      ------       ------
         Total United States           1,199          894
       Canada and Mexico                 142          116
                                      ------       ------
           Total GM North America      1,341        1,010
                                      ------       ------
       GME                               446          534
       GMLAAM                            141          163
       GMAP                              121          114
                                      ------       ------
         Total International             708          811
                                      ------       ------
             Total Worldwide           2,049        1,821
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  231          174
                 - Trucks                447          296
       Pontiac                           153          113
       GMC                               138           91
       Buick                             122           81
       Oldsmobile                         87           63
       Saturn                             61           62
       Cadillac                           46           39
       Other                              13            9
                                      ------       ------
         Total United States           1,298          928
       Canada and Mexico                  170         160
                                      ------       ------
         Total GM North America         1,468       1,088
                                      ------       ------
       GME                                489         463
       GMLAAM                             145         160
       GMAP                               128         127
                                      ------       ------
         Total International              762         750
                                      ------       ------
             Total Worldwide            2,230       1,838
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.4%        25.7%
         Trucks                         28.4%        22.4%
           Total                        28.9%        24.1%
       Total North America              28.6%        24.5%
       Total Europe                     10.0%         9.7%
       Latin America                    20.1%        19.0%
       Asia and Pacific                  4.6%         4.7%
             Total Worldwide            16.3%        14.2%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             21.8%        24.3%
       % Fleet Sales - Trucks            9.5%         9.7%
       Total vehicles                   15.9%        17.8%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                65          59
       Trucks                              82          67
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(2)90.4%         N/A
      .....................................................
      GMNA
       Net Price (%)                     0.4%        (2.3%)
      .....................................................
       See footnotes beginning on page 8.
                                               continues

                                      -7 -



HIGHLIGHTS - Q3 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

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

     Depreciation and Amortization (3)
       Depreciation                   $1,004         $944
       Amortization of special tools     635          501
       Amortization of intangible
         assets                           78           27
                                      ------        -----
            Total                     $1,717       $1,472
                                      ======        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GMNA                              219          229
       GME                                82           81
       GMLAAM                             23           25
       GMAP                               10           10
       Hughes                             18           15
       GMAC                               27           23
       Other                              12           12
                                      ------       ------
         Total                           391          395
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,469      $4,977
     ....................................................


     (1)   GM North America's third-quarter-1998 results included an unfavorable
           impact of $965 million  after taxes,  or $1.48 per share,  related to
           major production  losses caused by strikes at two GM component plants
           in Flint, Michigan.
     (2)   GM changed its method of calculating  capacity  utilization from mass
           relief  to tag  relief  in  1999.  Quarterly  1998  figures  are  not
           available,  however  capacity  utilization for Calendar Year 1998 was
           77.2% using the new methodology.
     (3)   Amounts exclude depreciation and amortization charges incurred by the
           financing and insurance operations.
     (4)   Records for income and EPS are based upon reported  amounts  adjusted
           to exclude the effects of significant  dispositions not classified as
           discontinued operations.
     (5)   Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and in 1999 excludes
           Hughes Series A Preferred Stock dividends
           payable to General Motors.
     NOTE: Total  cash of $16.7  billion  referenced  to in the  press  release
           includes $13.7 billion of cash and marketable  securities as well as
           $3.0   billion   invested  in  fixed   income   securities   of  the
           Corporation's $4.7 billion Voluntary Employees' Beneficiary
           Association Trust.







                                     - 8 -



     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------

                                                  1999        1998
                                               ---------    ---------
      Net sales and revenues
      Manufactured products                     $112,629   $95,202
      Financial services                          10,805    10,090
      Other income                                 6,862     5,529
                                                 -------   -------
       Total net sales and revenues             $130,296  $110,821
                                                 -------   -------
     Income from continuing operations            $4,431 (5)$1,365
     Income (loss) from discontinued
       operations                                    426      (181)
                                                  ------    ------
     Consolidated net income                      $4,857    $1,184
     Net profit margin from
       continuing operations                         3.4%      1.2%
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $4,400 (5)$1,277
       Discontinued operations                       426      (181)
                                                  ------    ------
       $1-2/3 par value                           $4,826    $1,096
       Class H                                      $(20)      $40 (2)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $6.79 (5) $1.92
       Discontinued operations                      0.66     (0.27)
                                                  ------    ------
       $1-2/3 par value                            $7.45     $1.65
       Class H                                    $(0.17)    $0.38 (2)
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $6.67 (5) $1.87
       Discontinued operations                      0.65     (0.27)
                                                  ------    ------
       $1-2/3 par value                            $7.32     $1.60
       Class H                                    $(0.17)    $0.38 (2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.50     $1.50
       Class H                                        $-        $-
     .............................................................









   See footnotes beginning on page 12.


                                              continues

                                     - 9 -


     HIGHLIGHTS - Q3 Consolidated Net Income
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Nine Months Ended
                                                 September 30,
                                           ------------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $3,552         $52
     GM Europe (GME)                               393         273
     GM Latin America/Africa/Mid-East (GMLAAM)     (99)         37
     GM Asia/Pacific (GMAP)                       (195)        (30)
     Other Automotive                               23           3
                                                 -----       -----
       Total GM Automotive (GMA)                $3,674        $335
     Hughes (6)                                    (44)        153 (2)
     Other                                        (387)       (226)
                                                 -----       -----
       Total Automotive, Electronics
         and Other Operations                   $3,243        $262

     GMAC                                       $1,176      $1,027
     Other                                          12          76
                                                 -----       -----
       Total Financing and Insurance Operations $1,188      $1,103
                                                 -----       -----
     Income from continuing operations          $4,431 (5)  $1,365
     Income (loss)from discontinued operations     426        (181)
                                                 -----       -----
     Consolidated Net Income                    $4,857      $1,184
                                                 =====       =====

                                              Nine Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $85,184 $19,669   $3,448   $2,246
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,228    $605    $(224)    $(49)
     Income tax expense (benefit)     1,671     208     (106)      (8)
     Equity income/(loss) and
       minority interests                (5)     (4)      19     (154)
                                      -----   -----    -----      ---
     Net income (loss)               $3,552    $393     $(99)   $(195)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    2.0%   (2.9%)   (8.7%)
     Effective income tax rate         32.0%   34.4%   47.3%    16.3%

                                              Nine Months Ended
                                             September 30, 1998
                                      --------------------------------
                                      GMNA    GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total  net sales and revenues  $67,919 $18,347   $6,116   $2,194
                                     ------  ------    -----    -----
     Pre-tax income (loss)               $6    $511    $(105)     $15
     Income tax (benefit) expense       (26)    238      (74)       6
     Equity income/(loss) and
       minority interests                20       -       68      (39)
                                      -----   -----    -----      ---
     Net income (loss)                  $52    $273      $37     $(30)
                                      =====   =====    =====      ===

     Net profit (loss) margin           0.1%    1.5%      0.6%  (1.4%)
     Effective income tax rate       (433.3%)  46.6%     70.5%  40.0%


See footnotes beginning on page 12.
                                                                       continues

                                     - 10 -


HIGHLIGHTS - Q3 Operating Information
                                     Nine Months Ended
                                        September 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,916        1,650
                        Trucks         1,954        1,435
                                      ------       ------
         Total United States           3,870        3,085
       Canada and Mexico                 510          464
                                      ------       ------
           Total GM North America      4,380        3,549
                                      ------       ------
       GME                             1,471        1,540
       GMLAAM                            399          521
       GMAP                              312          328
                                      ------       ------
         Total International           2,182        2,389
                                      ------       ------
             Total Worldwide           6,562        5,938
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  683          668
                 - Trucks              1,299        1,168
       Pontiac                           485          403
       GMC                               408          355
       Buick                             357          296
       Oldsmobile                        282          232
       Saturn                            178          179
       Cadillac                          133          131
       Other                              31           22
                                      ------       ------
         Total United States           3,856        3,454
       Canada and Mexico                  516         491
                                      ------       ------
         Total GM North America         4,372       3,945
                                      ------       ------
       GME                              1,537       1,406
       GMLAAM                             399         511
       GMAP                               338         379
                                      ------       ------
         Total International            2,274       2,296
                                      ------       ------
             Total Worldwide            6,646       6,241
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.2%        29.6%
         Trucks                         28.0%        27.9%
           Total                        29.1%        28.8%
       Total North America              28.9%        28.6%
       Total Europe                      9.9%         9.5%
       Latin America                    19.7%        19.7%
       Asia and Pacific                  3.9%         4.6%
             Total Worldwide            15.9%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.9%        24.0%
       % Fleet Sales - Trucks           13.3%        13.7%
       Total vehicles                   20.0%        19.2%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(3)89.0%       N/A
      .....................................................

      See footnotes beginning on page 12.
                                               continues

                                     - 11 -

HIGHLIGHTS - Q3 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (4)
       Depreciation                   $3,075       $2,740
       Amortization of special tools   1,889        1,583
       Amortization of intangible
         assets                          157           76
                                       -----        -----
            Total                     $5,121       $4,399
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $16,450     $15,296
     ....................................................


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




                                      - 12 -


                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

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

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                    $36,748   $28,464      $112,629   $95,202
Financing revenues                  3,725     3,360        10,805    10,090
Other income                        2,321     1,701         6,862     5,529
                                  -------   -------      -------- ---------
  Total net sales and revenues     42,794    33,525       130,296   110,821
                                   ------    ------       -------   -------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     31,061    25,278        94,011    82,607
Selling, general and
  administrative expenses           4,703     3,816        13,027    11,457
Depreciation and amortization
  expense                           3,088     2,674         9,039     8,029
Interest expense                    1,985     1,690         5,624     4,951
Other expenses                        439       486         1,353     1,602
                                  -------  --------      --------  --------
  Total costs and expenses         41,276    33,944       123,054   108,646
Income (loss) from continuing
  operations before income taxes
  and minority interests            1,518      (419)        7,242     2,175
Income tax expense (benefit)          553      (144)        2,538       710
Minority interests                     (7)       (1)          (28)      (11)
Losses of nonconsolidated associates  (81)      (33)         (245)      (89)
                                     ----      ----        ------   -------
Income (loss) from continuing
  operations                          877      (309)        4,431     1,365
(Loss) income from discontinued
  operations                            -      (500)          426      (181)
                                   ------       ---        ------    ------
  Net income (loss)                   877      (809)        4,857     1,184
Dividends on preference stocks        (28)      (16)          (51)      (48)
                                     ----      ----       -------   -------
  Earnings on common stocks          $849     $(825)       $4,806    $1,136
                                      ===       ===         =====     =====

Basic earnings (losses) per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $1.35    $(0.52)        $6.79     $1.92
  Discontinued operations               -     (0.76)         0.66     (0.27)
                                    -----      ----          ----      ----
  Earnings per share
    attributable to $1-2/3
    par value                       $1.35    $(1.28)        $7.45     $1.65
                                     ====      ====          ====      ====
Earnings per share attributable
    to Class H                     $(0.13)    $0.11        $(0.17)    $0.38
                                     ====      ====          ====      ====

Diluted earnings (losses) per
share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $1.33    $(0.52)        $6.67     $1.87
  Discontinued operations               -     (0.76)         0.65     (0.27)
                                    -----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $1.33    $(1.28)        $7.32     $1.60
                                     ====      ====          ====      ====
Earnings per share attributable
    to Class H                     $(0.13)    $0.11        $(0.17)    $0.38
                                     ====      ====          ====      ====
























                                           - 13 -

                  CONSOLIDATED STATEMENTS OF INCOME - Concluded
                                   (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                      September  30,          September 30,
                                      --------------          -------------
                                      1999      1998        1999      1998
                                      ----      ----        ----      ----
                                               (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                    $36,748   $28,464      $112,629  $95,202
Other income                          798       547         2,557    2,050
  Total net sales and revenues     37,546    29,011       115,186   97,252
                                   ------    ------       -------   ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     31,061    25,278        94,011   82,607
Selling, general and
  administrative expenses           3,487     2,794         9,598    8,449
Depreciation and amortization
  expense                           1,717     1,472         5,121    4,399
                                    -----     -----         -----    -----

  Total operating costs and
    expenses                       36,265    29,544       108,730   95,455
                                   ------    ------       -------   ------
Interest expense                      223       195           597      586
Other expenses                        115       131           322      507
Net expense from transactions
  with Financing and
  Insurance Operations                 85        48           245      117
                                       --        --           ---      ---
Income (loss) from continuing
  operations before income taxes
  and minority interests              858      (907)        5,292      587
Income tax expense (benefit)          291      (281)        1,799      241
Minority interests                      1         5            (5)       5
Losses of nonconsolidated associates  (81)      (33)         (245)     (89)
                                     ----      ----        ------     ----
Income (loss) from continuing
   operations                         487      (654)        3,243      262
(Loss) income from discontinued
   operations                           -      (500)          426     (181)
                                      ---      ----         -----      ---
  Net income (loss) - Automotive,
    Electronics and
    Other Operations                 $487   $(1,154)       $3,669      $81
                                      ===     =====         =====       ==


                                    Three Months Ended    Nine Months Ended
                                      September  30,          September 30,
                                      --------------        ---------------
                                      1999      1998        1999      1998
                                      ----      ----        ----      ----
                                              (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                 $3,725    $3,360      $10,805   $10,090
Insurance, mortgage and other
   income                           1,523     1,154        4,305     3,479
                                    -----     -----      -------   -------
  Total revenues and other income   5,248     4,514       15,110    13,569
                                    -----     -----       ------    ------
Interest expense                    1,762     1,495        5,027     4,365
Depreciation and amortization
  expense                           1,371     1,202        3,918     3,630
Operating and other expenses        1,216     1,022        3,429     3,008
Provisions for financing losses        98        94          328       323
Insurance losses and loss
  adjustment expenses                 226       261          703       772
                                    -----     -----       ------    ------
  Total costs and expenses          4,673     4,074       13,405    12,098
                                    -----     -----       ------    ------
Net income from transactions
  with Automotive, Electronics
  and Other Operations                 85        48          245       117
                                     ----       ---       ------    ------
Income before income taxes            660       488        1,950     1,588
Income tax expense                    262       137          739       469
Minority interests                     (8)       (6)         (23)      (16)
                                      ---       ---        -----     -----
  Net income - Financing and
    Insurance Operations             $390      $345       $1,188    $1,103
                                      ===       ===        =====     =====
















                                           - 14 -


<PAGE>



                           CONSOLIDATED BALANCE SHEETS
                                              Sept. 30,              Sept. 30,
                                                 1999     Dec. 31,     1998
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Unaudited)    1998     (Unaudited)
                                             ---------    --------   ---------
                       ASSETS                     (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $12,056    $9,728       $6,888
Marketable securities                           1,666       402          420
                                              -------   -------       ------
  Total cash and marketable securities         13,722    10,130        7,308
Accounts and notes receivable (less allowances) 5,480     4,750        5,258
Inventories (less allowances)                  10,603    10,437       11,062
Net assets of discontinued operations               -        77            -
Equipment on operating leases
  (less accumulated depreciation)               6,244     4,954        4,797
Deferred income taxes and other current assets  7,494    10,051        5,994
                                              -------    ------      -------
  Total current assets                         43,543    40,399       34,419
Equity in net assets of nonconsolidated
  associates                                    1,642       950        1,100
Property - net                                 31,761    32,222       31,652
Intangible assets - net                        12,338     9,994       11,342
Deferred income taxes                          17,139    14,967       18,124
Other assets                                   13,894    16,062       14,912
                                             --------  --------     --------
  Total Automotive, Electronics
    and Other Operations assets               120,317   114,594      111,549
Financing and Insurance Operations
Cash and cash equivalents                         328       146           93
Investments in securities                       8,937     8,748        8,248
Finance receivables - net                      76,449    70,436       62,460
Investment in leases and other receivables     35,837    32,798       33,220
Other assets                                   19,705    18,807       13,868
Net receivable from Automotive,
  Electronics and Other Operations               369        816          186
                                             --------  --------     --------
  Total Financing and Insurance
    Operations assets                         141,625   131,751      118,075
                                             --------  --------     --------
Total assets                                 $261,942  $246,345     $229,624
                                             ========  ========     ========
      LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $16,323   $13,542      $12,437
Loans payable                                     695     1,204        1,950
Accrued expenses                               32,803    30,548       29,599
Net payable to Financing and
  Insurance Operations                            369       816          186
                                             --------  --------     --------
  Total current liabilities                    50,190    46,110       44,172
Long-term debt                                  7,880     7,118        6,817
Postretirement benefits other than pensions    34,455    33,503       33,479
Pensions                                        3,179     4,410        3,782
Net liabilities of discontinued operations          -         -            2
Other liabilities and deferred income taxes    18,170    17,807       17,729
                                             --------  --------     --------
  Total Automotive, Electronics and
    Other Operations liabilities              113,874   108,948      105,981
Financing and Insurance Operations
Accounts payable                                4,587     4,148        3,784
Debt                                          115,329   107,753       94,991
Deferred income taxes and other liabilities    10,723     9,661        9,399
                                             -------- ---------    ---------
  Total Financing and Insurance
    Operations liabilities                    130,639   121,562      108,174
Minority interests                                635       563          531
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                                      140       141          142
Stockholders' equity
Preference stocks                                   -         1            1
$1-2/3 par value common stock
  (issued, 642,050,210; 655,008,344
  and 655,036,035 shares)                       1,071     1,092        1,092
Class H common stock
  (issued, 135,195,966; 106,159,776,
  and 105,959,765 shares)                          14        11           11
Capital surplus (principally additional
  paid-in capital)                             15,282    12,661       12,769
Retained earnings                               5,573     6,984        5,554
                                              -------   -------      -------
    Subtotal                                   21,940    20,749       19,427
Accumulated foreign currency
  translation adjustments                      (1,969)   (1,089)      (1,060)
Net unrealized gains on securities                631       481          412
Minimum pension liability adjustment           (4,027)   (5,089)      (4,062)
                                             --------  --------     --------
    Accumulated other comprehensive loss       (5,365)   (5,697)      (4,710)
                                             --------  --------     --------
      Total stockholders' equity               16,575    15,052       14,717
                                             --------  --------     --------
Total liabilities and stockholders' equity   $261,942  $246,345     $229,624
                                              =======   =======      =======


                                           - 15 -

                     CONSOLIDATED BALANCE SHEETS - Concluded
                                             Sept. 30,              Sept. 30,
                                                 1999     Dec. 31,     1998
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS(Unaudited)    1998     (Unaudited)
                                             ---------    --------   ---------
                                                   (Dollars in Millions)

                        ASSETS
Cash and cash equivalents                     $12,056    $9,728       $6,888
Marketable securities                           1,666       402          420
                                               ------    ------       ------
  Total cash and marketable securities         13,722    10,130        7,308
Accounts and notes receivable (less allowances) 5,480     4,750        5,258
Inventories (less allowances)                  10,603    10,437       11,062
Net assets of discontinued operations               -        77            -
Equipment on operating leases
  (less accumulated depreciation)               6,244     4,954        4,797
Deferred income taxes and other current assets  7,494    10,051        5,994
                                               ------    ------      -------
  Total current assets                         43,543    40,399       34,419
Equity in net assets of nonconsolidated
  associates                                    1,642       950        1,100
Property - net                                 31,761    32,222       31,652
Intangible assets - net                        12,338     9,994       11,342
Deferred income taxes                          17,139    14,967       18,124
Other assets                                   13,894    16,062       14,912
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                  $120,317  $114,594     $111,549
                                              =======   =======      =======

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $16,323   $13,542      $12,437
Loans payable                                     695     1,204        1,950
Accrued expenses                               32,803    30,548       29,599
Net payable to Financing and Insurance
  Operations                                      369       816          186
                                               ------    ------       ------
  Total current liabilities                    50,190    46,110       44,172
Long-term debt                                  7,880     7,118        6,817
Postretirement benefits other than pensions    34,455    33,503       33,479
Pensions                                        3,179     4,410        3,782
Net liabilities of discontinued operations          -         -            2
Other liabilities and deferred income taxes    18,170    17,807       17,729
                                              -------   -------      -------
  Total Automotive, Electronics and
    Other Operations liabilities              113,874   108,948      105,981
Minority interests                                558       511          484
GM investment in Automotive,
  Electronics and Other Operations              5,885     5,135        5,084
                                              -------   -------      -------
  Total Automotive, Electronics and
    Other Operations liabilities
    and GM investment                        $120,317  $114,594     $111,549
                                             ========  ========     ========

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

                        ASSETS
Cash and cash equivalents                        $328      $146          $93
Investments in securities                       8,937     8,748        8,248
Finance receivables - net                      76,449    70,436       62,460
Investment in leases and other receivables     35,837    32,798       33,220
Other assets                                   19,705    18,807       13,868
Net receivable from Automotive,
  Electronics and Other Operations                369       816          186
                                              -------   -------      -------
  Total Financing and Insurance
    Operations assets                        $141,625  $131,751     $118,075
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,587    $4,148       $3,784
Debt                                          115,329   107,753       94,991
Deferred income taxes and other liabilities    10,723     9,661        9,399
                                             -------- ---------    ---------
  Total Financing and Insurance
    Operations liabilities                    130,639   121,562      108,174
Minority interests                                 77        52           47
GM investment in Financing and
  Insurance Operations                         10,909    10,137        9,854
                                             -------- ---------    ---------
  Total Financing and Insurance Operations
    liabilities and GM investment            $141,625  $131,751     $118,075
                                             ========  ========     ========






                                           - 16 -


<PAGE>



                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                          Nine Months Ended September 30,
                                          -------------------------------
                                              1999             1998
                                              ----             ----
                                              (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $25,054          $6,566

Cash flows from investing activities
Expenditures for property                      (4,925)         (5,921)
Investments in marketable securities
  - acquisitions                              (19,570)        (22,717)
Investments in marketable securities
  - liquidations                               17,706          26,501
Mortgage servicing rights - acquisitions       (1,199)           (897)
Mortgage servicing rights - liquidations           34              67
Finance receivables - acquisitions           (139,165)       (112,962)
Finance receivables - liquidations            100,692          86,709
Proceeds from sales of finance receivables     35,120          21,922
Operating leases - acquisitions               (20,123)        (18,281)
Operating leases - liquidations                11,383          11,717
Investments in companies, net of cash acquired (4,767)           (475)
Other                                            (154)           (431)
                                              -------         -------
Net cash used in investing activities         (24,968)        (14,768)
                                               ------          ------

Cash flows from financing activities
Net (decrease) increase in loans payable       (8,152)          3,402
Increase in long-term debt                     27,086          16,620
Decrease in long-term debt                    (15,168)        (10,860)
Repurchases of common and preference stocks    (2,149)         (3,071)
Proceeds from issuing common and
  preference stocks                             1,868             343
Cash dividends paid to stockholders            (1,023)         (1,045)
                                                -----           -----
Net cash provided by financing activities       2,462           5,389
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (166)            271
                                               ------          ------
Net cash provided by (used in)
  continuing operations                         2,382          (2,542)
Net cash provided by (used in)
  discontinued operations                         128            (750)
                                               ------          ------
Net increase (decrease) in cash and
  cash equivalents                              2,510          (3,292)
Cash and cash equivalents at beginning
  of the period                                 9,874          10,273
                                               ------          ------
Cash and cash equivalents at end
  of the period                               $12,384          $6,981
                                               ======           =====
























                                           - 17 -
<TABLE>


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

                                                     Nine Months Ended September 30,
                                                     -------------------------------
                                                     1999                         1998
                                                     ----                         ----
                                          Automotive,   Financing     Automotive,   Financing
                                          Electronics      and        Electronics       and
                                           and Other    Insurance      and Other    Insurance
                                           ---------    ---------      ---------    ---------
                                                         (Dollars in Millions)
<S>                                          <C>            <C>           <C>           <C>
Net cash provided by operating activities    $15,171        $9,883        $2,778        $3,788

Cash flows from investing activities
Expenditures for property                     (4,721)         (204)       (5,813)         (108)
Investments in marketable securities
 - acquisitions                               (3,481)      (16,089)       (8,022)      (14,695)
Investments in marketable securities
 - liquidations                                2,217        15,489        11,255        15,246
Mortgage servicing rights - acquisitions           -        (1,199)            -          (897)
Mortgage servicing rights - liquidations           -            34             -            67
Finance receivables - acquisitions                 -      (139,165)            -      (112,962)
Finance receivables - liquidations                 -       100,692             -        86,709
Proceeds from sales of finance receivables         -        35,120             -        21,922
Operating leases - acquisitions               (6,175)      (13,948)       (4,382)      (13,899)
Operating leases - liquidations                4,279         7,104         4,092         7,625
Investments in companies, net of
  cash acquired                               (2,647)       (2,120)         (417)          (58)
Net investing activity with Financing and
  Insurance Operations                            75             -           238             -
Other                                           (831)          677        (1,198)          767
                                              ------       -------         -----       -------
Net cash used in investing activities        (11,284)      (13,609)       (4,247)      (10,283)
                                              ------        ------         -----        ------

Cash flows from financing activities
Net (decrease) increase in loans payable        (551)       (7,601)          961         2,441
Increase in long-term debt                     5,414        21,672         2,689        13,931
Decrease in long-term debt                    (4,632)      (10,536)       (1,243)       (9,617)
Net financing activity with Automotive,
  Electronics and Other Operations                 -           (75)            -          (238)
Repurchases of common and preference stocks   (2,149)            -        (3,071)            -
Proceeds from issuing common and
  preference stocks                            1,868             -           343             -
Cash dividends paid to stockholders           (1,023)            -        (1,045)            -
                                               -----        ------         -----        ------
Net cash (used in) provided by
  financing activities                        (1,073)        3,460        (1,366)        6,517
                                               -----         -----         -----         -----

Effect of exchange rate changes on cash and
  cash equivalents                              (167)            1           272            (1)
Net transactions with Automotive/
  Financing Operations                          (447)          447           505          (505)
                                               -----           ---         -----           ---
Net cash provided by (used in)
  continuing operations                        2,200           182        (2,058)         (484)
Net cash provided by (used in)
  discontinued operations                        128             -          (750)            -
                                               -----           ---         -----           ---
Net increase (decrease) in cash and
  cash equivalents                             2,328           182        (2,808)         (484)
Cash and cash equivalents at beginning
  of the period                                9,728           146         9,696           577
                                              ------           ---         -----           ---
Cash and cash equivalents at end
  of the period                              $12,056          $328        $6,888           $93
                                              ======           ===         =====            ==

</TABLE>




















                                           - 18 -



                      Hughes Reports 32% Revenue Growth and
                      Solid EBITDA Growth In Third Quarter

                     Results Driven by Record Sales of DIRECTV(R) Service

     El Segundo,  Calif.,  October 13,  1999 -- Hughes  Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless  systems and services,  today reported third quarter 1999
revenues increased 31.5% to $1,990.5 million,  compared with $1,513.3 million in
the third quarter of 1998.  EBITDA(1) for the quarter  increased 18.3% to $211.6
million and EBITDA margin(1) was 10.6%, compared to EBITDA of $178.8 million and
EBITDA margin of 11.8% in the third quarter of 1998.

      "The  primary  driver of our revenue  growth  continues  to be our DIRECTV
businesses,"  explained  Michael T. Smith,  Hughes  chairman and chief executive
officer.  "We had our  best  third  quarter  ever  for  new  DIRECTV  subscriber
additions in the United States,  Hughes Network  Systems (HNS) achieved its best
quarter ever for sales of DIRECTV receiving equipment,  and Galaxy Latin America
nearly doubled its net new subscriber additions compared to the third quarter of
1998. In fact,  total  revenues from our services  operations  more than doubled
compared to the third quarter of last year.

      "Our U.S.  DIRECTV  business also drove our EBITDA growth in the quarter,"
Smith  continued.  "We have reached the point where the EBITDA  generated by our
large  subscriber  base is outpacing the  marketing  costs  associated  with our
record  subscriber  growth.  We expect our U.S.  DIRECTV business to continue to
deliver positive EBITDA that accelerates yearly on a going-forward basis."

     Hughes had a third  quarter  1999  loss(2) of $29.6  million,  compared  to
earnings(2) of $42.9 million in the same period for 1998. The change in earnings
was primarily  attributable to higher  depreciation  and  amortization  expenses
related principally to the United States Satellite  Broadcasting  Company,  Inc.
(USSB) and PRIMESTAR transactions and increased PanAmSat satellite expenditures,
and an increase in net interest  expense.  These  variances more than offset the
increase in EBITDA.  This resulted in a loss per share,  including the effect of
preferred  stock  dividends,  of $0.13 in the third  quarter of 1999 compared to
earnings per share (EPS) of $0.11 in the third quarter of 1998.

                           NINE-MONTH FINANCIAL REVIEW

      For the first nine months of 1999,  revenues  increased  25.0% to $5,218.3
million  compared with $4,173.3  million in 1998.  This growth was primarily the
result of record subscriber  growth in the Company's U.S. DIRECTV  business,  as
well as additional revenues resulting from the USSB and PRIMESTAR  transactions.
HNS also contributed to the revenue growth,  primarily  through its record sales
of DIRECTV receiving equipment.






                                     - 19 -

      EBITDA for the first nine  months of 1999 was  $361.0  million  and EBITDA
margin was 6.9%, compared to EBITDA of $538.5 million and EBITDA margin of 12.9%
in the same period of 1998.  The declines were  principally  due to two one-time
charges:  a second  quarter 1999  pre-tax  charge of $125.0  million  related to
increased  development  costs and schedule delays related to several new product
lines at Hughes Space and Communications Company (HSC), and a first quarter 1999
pre-tax charge of $92.0 million  resulting from the  termination of the contract
for the Asia-Pacific  Mobile  Telecommunications  (APMT) satellite system due to
export  licenses not being  issued.  These  declines  were  partially  offset by
increased EBITDA at the Company's U.S. DIRECTV business, HNS and PanAmSat.

      In the first nine months of 1999,  Hughes incurred a loss of $43.6 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.17,  compared  to  earnings  of $143.5  million and EPS of $0.36 for the same
period in 1998.  The  decline  was  mostly  due to the  reduced  EBITDA,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions and increased  PanAmSat satellite  expenditures,  and an
increase in net interest  expense.  These declines were  partially  offset by an
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(3).

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1999

                            Direct-To-Home Broadcast

      Third  quarter  revenues  for the  segment  more than  doubled to $1,144.6
million from $459.1 million in the third quarter of 1998. The segment had EBITDA
of $47.7 million and EBITDA  margin of 4.2%  compared  with  negative  EBITDA of
$30.6 million in the third quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,052 million, more
than twice last year's third quarter revenues of $408 million.  The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  423,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 40%  increase  over  the  303,000  net new
subscribers  added in the third quarter of 1998. In addition,  204,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of September 30, 1999,  DIRECTV had more
than 7.7 million subscribers, which includes approximately 1.8 million customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the third quarter of 1999 was $86 million  compared to negative
EBITDA of $5 million in the preceding  year's third  quarter.  This increase was
principally   due  to  EBITDA   contributions   from  the  USSB  and   PRIMESTAR
transactions,  as well as improved EBITDA  resulting from the larger  high-power
subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$76 million in revenues for the quarter  compared  with $37 million in the third
quarter  of 1998.  This  increase  was due to  continued  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brazil,  Ltda.
(GLB)(4), Grupo Galaxy Mexicana , S.A. de C.V (GGM)(4), and SurFin, Ltd.(4)
                                     - 20 -

      The DIRECTV  service in Latin America added 67,000 net new  subscribers in
the third quarter of 1999, an 86% increase over the 36,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 1999 was 668,000.

      Galaxy  Latin  America  had  negative  EBITDA of $30  million  compared to
negative  EBITDA of $24  million  for the same  period in 1998.  The  change was
primarily  due to the impact of the  consolidation  of GLB and higher  marketing
expenses in the region.

      In addition,  DIRECTV  Japan,  of which Hughes  currently owns 42 percent,
reported a total of 313,900 subscribers at the end of the third quarter of 1999.
Hughes'  minority  share of  DIRECTV  Japan's  losses  was $20  million  for the
quarter,  compared with $17 million in the third  quarter of 1998.  These losses
are reported in "Other,  net" in the  Statement of Income  (Loss) and  Available
Separate Consolidated Net Income (Loss).

                               Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  reported  third  quarter  1999
revenues of $210.7  million  compared  with $186.5  million in the prior  year's
period.  The 13.0% increase includes a one-time customer payment associated with
the termination of a  direct-to-home  video services  agreement in India and the
commencement  of new  service  agreements  on  additional  satellites  placed in
service.  During  the third  quarter  of 1999,  total  video  services  revenues
increased  3% to  $139.8  million  while  telecommunications  services  revenues
increased 13% to $46.1 million, compared to the prior year's third quarter.

      EBITDA for the quarter was $169.0  million,  a 24.5%  increase  over third
quarter 1998 EBITDA of $135.7  million.  EBITDA  margin in the third  quarter of
1999 was 80.2%,  compared to 72.8% in the same period of 1998.  The increases in
EBITDA  and EBITDA  margin  were  principally  due to the  one-time  termination
payment described above,  lower leaseback expense resulting from the exercise of
certain early buy-out  options under  sale-leaseback  agreements,  and increased
operating lease revenues.

                                Satellite Systems

      Third  quarter 1999  revenues for the segment  declined to $510.8  million
from $688.9 million for the same period in 1998. EBITDA for the third quarter of
1999 was $56.3 million  compared to EBITDA of $76.7 million in the third quarter
of 1998.  These variances were  principally due to reduced  activity  associated
with the ICO Global  Communications  program.  EBITDA  margin in the quarter was
11.0%, compared to 11.1% in the third quarter of 1998.


                                 Network Systems

      HNS grew third  quarter  1999  revenues  59.2% to $426.2  million,  versus
$267.7  million in the third  quarter of 1998.  This growth was due primarily to
higher sales of DIRECTV  receiving  systems,  satellite-based  mobile  telephone
systems,  and U.S. private business network systems. HNS shipped 730,000 DIRECTV
receiving systems in the third quarter of 1999,  compared to 232,000 in the same
year-ago period.


                                     - 21 -
      HNS increased  EBITDA 56.5% to $44.3  million in the quarter,  compared to
$28.3 million in the third quarter of 1998.  The increase in EBITDA is primarily
attributable  to the increased  revenues  resulting from higher sales of DIRECTV
receiving equipment,  satellite-based mobile telephone systems, and U.S. private
business network systems.  EBITDA margin in the third quarter of 1999 was 10.4%,
compared to 10.6% in the same year-ago period.

                                  BALANCE SHEET

      From December 31, 1998 to September 30, 1999,  the Company's  consolidated
cash balance  declined  $1,183.8  million to $158.3  million and long-term  debt
increased $1,150.5 million to $1,929.2 million.  The principal cash requirements
for the first nine  months were  related to the  acquisitions  of United  States
Satellite Broadcasting Company and PRIMESTAR's  medium-power satellite business,
purchase of the Tempo  high-power  satellite  assets,  early  buy-out of certain
PanAmSat  satellite  sale-leaseback  agreements,  increased  investment  in  the
DIRECTV businesses in Latin America and Japan,  capital expenditures and general
working capital requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America  Online,  Inc.  (AOL) and proceeds  from the  settlement of the Williams
patent infringement case.(3)

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

      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.
----------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
sum of operating profit (loss) and depreciation and amortization. EBITDA margin
is calculated by dividing EBITDA by total revenues.
2 Excludes the effects of purchase accounting adjustments related to General
Motors' acquisition of Hughes in 1985.
3 Hughes was awarded a final judgement  arising from its  long-running  Williams
patent infringement case, which was originally filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the geosynchronous satellite practical. A payment of $154.6
million was received in the first quarter of 1999 and was recorded in "Other,
net."
4 Galaxy Brazil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
operating company providing DIRECTV service in Mexico. SurFin Ltd., provides
financing for DIRECTV receiving equipment in Latin America. As a result of
transactions that were completed in July 1999 (GLB), February 1999 (GGM) and
November 1998 (SurFin),  Hughes owns a majority position in each company.
                                     ######

                                     - 22 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                          Nine Months Ended
                                    Third Quarter            September 30,
                                    -------------            -------------
                                   1999        1998        1999        1998
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,294.4      $640.5    $3,095.2    $1,845.8
Product sales                      696.1       872.8     2,123.1     2,327.5
----------------------------------------------------------------------------
   Total Revenues                1,990.5     1,513.3     5,218.3     4,173.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              606.7       659.5     1,961.6     1,782.4
Broadcast programming and other
  costs                            573.9       284.6     1,344.1       800.2
Selling, general and
  administrative expenses          598.3       390.4     1,551.6     1,052.2
Depreciation and amortization      216.5       111.3       499.3       309.2
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,000.7     1,451.1     5,372.5     3,959.9
----------------------------------------------------------------------------
Operating Profit (Loss)            (10.2)       62.2      (154.2)      213.4

Interest income                      2.4        20.5        20.9        88.6
Interest expense                   (51.7)       (3.6)      (71.0)       (9.5)
Other, net                         (22.4)      (33.4)       77.8      (102.8)
----------------------------------------------------------------------------

Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change     (81.9)       45.7      (126.5)      189.7
Income tax provision (benefit)     (38.2)       17.4       (44.9)       72.1
Minority interests in net losses
   of subsidiaries                   8.8         9.3        22.1        19.2
----------------------------------------------------------------------------

Income (Loss) before cumulative
   effect of accounting change     (34.9)       37.6       (59.5)      136.8
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------

Net Income (Loss)                  (34.9)       37.6       (59.5)      127.6
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Earnings (Loss) excluding GM purchase
   Accounting adjustments          (29.6)       42.9       (43.6)      143.5
Preferred stock dividends          (24.7)         -        (26.3)         -
----------------------------------------------------------------------------

Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(54.3)      $42.9      $(69.9)     $143.5
============================================================================

Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       135.1       105.7       120.8       105.0
Average Class H dividend base
   (in millions) (Denominator)     428.9       399.9       414.7       399.9
Available Separate Consolidated Net
   Income (Loss)                  $(17.1)      $11.4      $(20.4)      $37.6
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share
   Basis  - Basic and Diluted     $(0.13)      $0.11      $(0.17)      $0.36
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.
                                     - 23 -


BALANCE SHEET
(Dollars in Millions)
                                                 September 30,
                                                     1999       December 31,
ASSETS                                            (Unaudited)       1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $158.3         $1,342.1
Accounts and notes receivable                       1,289.8            922.4
Contracts in process                                  846.1            783.5
Inventories                                           639.1            471.5
Prepaid expenses, deferred income taxes and other     705.9            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,639.2          3,846.4
Satellites - Net                                    3,690.6          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   155.9            173.4
Intangible Assets, net                              7,781.5          3,552.2
Investments and Other Assets                        2,236.1          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,806.3        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,005.7           $764.1
Advances on contracts                                 164.5            291.8
Deferred revenues                                     194.9             43.8
Current portion of long-term debt                     298.1            156.1
Accrued liabilities                                   933.1            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           2,596.3          2,009.5
Long-Term Debt                                      1,929.2            778.7
Postretirement Benefits Other Than Pensions           155.5            150.7
Other Liabilities and Deferred Credits              1,686.1            988.6
Deferred Income Taxes                                 425.0            643.9
Commitments and Contingencies
Minority Interests                                    530.0            481.7
Stockholder's Equity                               11,484.2          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,806.3        $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).
















                                     - 24 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Nine Months Ended
                                    Third Quarter          September 30,
                                    -------------          -------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,144.6      $459.1  $2,571.4    $1,248.5
EBITDA (1)                         $47.7      $(30.6)    $44.8      $(56.4)
EBITDA Margin (1)                    4.2%       N/A        1.7%        N/A
Operating Loss                    $(67.6)     $(61.8)  $(159.4)    $(133.6)
Depreciation and Amortization     $115.3       $31.2    $204.2       $77.2
Capital Expenditures (2)           $97.6       $82.0    $253.4      $130.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $210.7      $186.5    $604.6      $570.6
EBITDA (1)                        $169.0      $135.7    $465.9      $409.0
EBITDA Margin (1)                   80.2%       72.8%     77.1%       71.7%
Operating Profit                   $99.1       $79.1    $261.4      $239.2
Operating Profit Margin             47.0%       42.4%     43.2%       41.9%
Depreciation and Amortization      $69.9       $56.6    $204.5      $169.8
Capital Expenditures (3)          $382.7      $190.7    $857.9      $605.0
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $510.8      $688.9  $1,694.9    $1,988.0
EBITDA (1)(4)                      $56.3       $76.7    $(64.7)     $214.0
EBITDA Margin (1)                   11.0%       11.1%      N/A        10.8%
Operating Profit (Loss) (4)        $41.3       $63.8   $(106.1)     $178.9
Operating Profit Margin              8.1%        9.3%      N/A         9.0%
Depreciation and Amortization      $15.0       $12.9     $41.4       $35.1
Capital Expenditures               $17.0       $18.2     $52.1       $50.5
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $426.2      $267.7    $998.2      $674.1
EBITDA (1)(4)                      $44.3       $28.3     $63.4        $9.6
EBITDA Margin (1)                   10.4%       10.6%      6.4%        1.4%
Operating Profit (Loss) (4)        $32.2       $16.9     $25.7      $(20.2)
Operating Profit Margin              7.6%        6.3%      2.6%        N/A
Depreciation and Amortization      $12.1       $11.4     $37.7       $29.8
Capital Expenditures                $5.4       $10.7     $23.1       $26.4
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(301.8)     $(88.9)  $(650.8)    $(307.9)
EBITDA (1)                       $(105.7)     $(31.3)  $(148.4)     $(37.7)
Operating Loss                   $(109.9)     $(30.5)  $(159.9)     $(35.0)
Depreciation and Amortization       $4.2       $(0.8)    $11.5       $(2.7)
Capital Expenditures               $41.4      $(21.4)    $45.9      $114.5
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,990.5    $1,513.3  $5,218.3    $4,173.3
EBITDA (1)(4)                     $211.6      $178.8    $361.0      $538.5
EBITDA Margin (1)                   10.6%       11.8%      6.9%       12.9%
Operating Profit (Loss) (4)        $(4.9)      $67.5   $(138.3)     $229.3
Operating Profit Margin             N/A          4.5%      N/A         5.5%
Depreciation and Amortization     $216.5      $111.3    $499.3      $309.2
Capital Expenditures              $544.1      $280.2  $1,232.4      $926.5
==========================================================================
*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However,  as provided in
    the General Motors' Restated Certificate of Incorporation,  the earnings
    attributable to GM Class H common stock for purposes of determining the
    amount available for the payment of dividends on GM Class H common  stock
    specifically  excludes such adjustments.  In order to provide additional
    analytical data, the above unaudited  pro forma  selected  segment  data,
    which  exclude the  purchase accounting adjustments related to GM's
    acquisition of Hughes, are presented.

(1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
   the sum of operating profit (loss) and depreciation and amortization. EBITDA
   margin is calculated by dividing EBITDA by total revenues.
(2)Includes satellite  expenditures  amounting to $13.6 million,  $38.0 million,
   $89.1 million and $38.0 million, respectively.
(3)Includes satellite expenditures  amounting to $93.2 million,  $182.2 million,
   $408.8  million  and  $422.2   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $263.2 million for the third quarter of 1999 and $404.5 million and
   $155.5 million for the first nine months of 1999 and 1998, respectively.
(4)Amounts for the nine months  ended  September  30,  1999  include  charges of
   $81.0 million and $11.0 million for the Satellite Systems and Network Systems
   segments,  respectively,  relating  to the  termination  of the  Asia-Pacific
   Mobile  Telecommunications  satellite systems contract due to export licenses
   not being issued.
                                     - 25 -



                                      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    October 14, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            ----------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)














































                                     - 26 -
[{"type": "8-K", "sequence": "1", "description": "THIRD QUARTER EARNINGS RELEASE", "secsgml_size_bytes": 99916}]
{"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": "99728200"}, "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) October 13, 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 October  14,  1999,  a news  release was issued on the subject of third
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 third  quarter  earnings  releases  for Hughes  Electronics  Corporation
(Hughes) dated October 13, 1999 and GM dated October 14, 1999.

                 GM EARNS A THIRD-QUARTER RECORD $1.33 PER SHARE
   RECORD THIRD QUARTER REVENUES OF $42.8 BILLION DRIVE INCOME OF $877 MILLION

      DETROIT -- General  Motors Corp.  (NYSE:  GM) today  reported  income from
continuing  operations of $877 million in the third quarter of 1999, or a record
third  quarter  $1.33  diluted  earnings per share of GM $1-2/3 par value common
stock. That compares with a strike-impacted  net loss of $309 million, or a loss
of $0.52 per share in the third quarter of 1998.

     GM North  America  and  General  Motors  Acceptance  Corp.  (GMAC)  led the
turnaround with strong  year-over-year  increases.  "After adjusting last year's
third-quarter  results to exclude the  strike-related  impact,  GM North America
posted an 81 percent  improvement in net income,  in the third quarter of 1999,"
said General  Motors  Chairman and Chief  Executive  Officer John F. Smith,  Jr.
"GMAC's  results  improved more than 25 percent,  compared  with the  prior-year
period."

      This strong  performance  helped offset reduced earnings and losses in the
other business  sectors and automotive  regions.  "The overall  results show the
strength of operating  as one globally  integrated  company,"  Smith said.  "The
regions continue to focus on growing the business,  reducing  structural  costs,
and working as an integrated team to leverage our global strength."

      Consolidated  net sales and revenues in the third  quarter of 1999 totaled
$42.8 billion -- the highest ever for a third-quarter period. That compares with
a strike-impacted $33.5 billion for the third quarter of 1998.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$16.7 billion at Sept. 30, 1999,  compared with $10.3 billion at Sept. 30, 1998,
and $16.7 billion at June 30, 1999.  These cash amounts  exclude GM's  financing
and insurance operations.

      "Our  strong  cash  position  allowed us to  continue  funding new product
programs,  invest in plant and  equipment  improvements  and take  advantage  of
growth  opportunities,  while  continuing our  share-repurchase  program," Smith
said.

      During the third quarter of 1999 and through Oct. 13, 1999, GM repurchased
5.7 million  shares of its $1-2/3 par value  common  stock  worth $386  million.
Combined   with  earlier   repurchases,   this   completes  63  percent  of  the
corporation's most recent $4 billion stock-repurchase program initiated in March
of 1998.  Since  January 1997, GM has  repurchased  approximately  117.7 million
shares of GM $1-2/3 par value  common  stock worth $7.5  billion,  or about 15.6
percent of the total shares outstanding.

      The  corporation's  1999  third-quarter  return on net  assets  (RONA) for
continuing  operations  on an  annualized  basis,  excluding  Hughes,  was  10.1
percent.  "We're extremely  pleased that our RONA  performance  average over the
last four  quarters was 14.2  percent,"  Smith said.  "This beats by more than a
year our target of  surpassing  12.5  percent  RONA for a  four-quarter  rolling
average by the end of the year 2000.  This is solid  evidence of our  continuing
momentum and a major win for the entire GM team."

                                      - 2 -

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

                      ($ in Millions) Third Quarter Net Income (Loss)
                                            1999        1998
                                            ----        ----
      GM North America                     $671        ($595)
      GM Europe                             $32          $50
      GM Latin America/Africa/Mid-East     ($36)        $(64)
      GM Asia Pacific                      ($54)          $0
      Other Automotive                       $0         $(24)
                                             --         -----
      Total Automotive                     $613        ($633)
      GMAC                                 $393         $313
      Hughes                               ($30)         $43
      Other                                ($99)        ($32)
                                           -----        -----
      Total Income from
        Continuing Operations              $877        ($309)

      GM  Automotive's  net margin was 1.7 percent in the third quarter of 1999,
compared with a net-margin  loss of 2.3 percent in the same period last year. GM
North  America's  net  margin  was 2.4  percent  in the third  quarter  of 1999,
compared  with a  net-margin  loss of 3.1 percent in the  strike-impacted  third
quarter of 1998.

      "Despite continuing intense competitive pressures, GM North America had by
far its best third quarter  financial  results of the decade," said GM President
and Chief Operating Officer G. Richard Wagoner,  Jr. "The improved  availability
of our popular new cars and trucks drove a two  percentage-point  improvement in
U.S. market share from July to September."

      GM North  America's  third-quarter-1998  results  included an  unfavorable
impact of $965  million  after  taxes,  or $1.48  per  share,  related  to major
production losses caused by strikes at two GM component plants in Flint, Mich.

      GM Europe reported net income of $32 million in the third quarter of 1999,
compared with $50 million in the prior-year period.  "Although  wholesale volume
declined  year-over-year,  market  share  increased to 10.0 percent in the third
quarter  of 1999  versus  9.7  percent in the same  period  last  year,  and was
unchanged from the second quarter of 1999," Wagoner said.

      "While the Latin  America/Africa/Mid  East region continues to be affected
by an  economic  downturn,  we worked all out to  minimize  losses and  position
ourselves for the future,  which led to improved  results in the third  quarter"
Wagoner said.  "We continued to improve  operating  efficiencies  while boosting
market  share  in  Latin  America  to  20.1  percent,   a   1.1-percentage-point
improvement from the 19.0-percent  share in the third quarter of 1998.  However,
the  continuing  economic  pressures in the region had a negative  impact on our
overall financial results."

      The Asia-Pacific  region continues to be a challenge  primarily due to the
impact of the depressed Japanese market on the overall region.  "The combination
of the down market and the  investments  we made to position  ourselves  for the
future growth potential in the region continued to impact our financial  results
in the short term,"  Wagoner said.  "We're  particularly  pleased with the early
success of our operations in Shanghai,  China,  where Buick sedans are produced.
We're  encouraged  by signs of  recovery in some areas of the  Asia-Pacific  and
continue to take a long-term view in the region."

      GMAC reported consolidated net income of $393 million in the third quarter
of 1999,  compared  with $313  million  earned in the  prior-year  period.  "The
increase was led by the mortgage operations,  which rebounded strongly from last
year  when  turmoil  in the  capital  markets  adversely  affected  results.  In
addition,  GMAC's operations in North America  continued to improve,  reflecting
growth in assets and ongoing productivity improvements," Smith said.

                                      - 3 -

      Hughes  Electronics  reported that revenues increased nearly 32 percent to
$2.0 billion for the third quarter of 1999,  from $1.5 billion in the prior-year
period.  The revenue  increase was primarily  driven by continued  growth in the
DIRECTV business.

      "Hughes had its best third quarter ever for DIRECTV subscription growth in
the United  States,  adding a record 423,000 net new  subscribers,  a 40 percent
increase  compared  with the  third  quarter  of 1998,  and as a result  DIRECTV
revenues  more than  doubled"  Smith  said.  DIRECTV  had more than 7.7  million
subscribers as of Sept. 30, 1999.

      Hughes'  net  loss in the  third  quarter  of 1999  totaled  $30  million,
compared   with   income  of  $43   million  in  the  third   quarter  of  1998.
Third-quarter-1999  results were unfavorably impacted by higher depreciation and
amortization   expenses  related   primarily  to  the  United  States  Satellite
Broadcasting  Company  Inc.  (USSB)  and  PRIMESTAR  acquisitions,  as  well  as
increased satellite expenditures.

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

                                      # # #

                                      - 4 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   1999       1998
                                                ---------  ---------
      Net sales and revenues
      Manufactured products                      $36,748   $28,464 (1)
      Financial services                           3,725     3,360
      Other income                                 2,321     1,701
                                                  ------    ------
       Total net sales and revenues              $42,794   $33,525
                                                  ------    ------
     Income (loss) from continuing
       operations                                   $877(4)  $(309)(1)
     Income (loss) from discontinued
       operations                                      -      (500)
                                                  ------    ------
     Consolidated net income (loss)                 $877     $(809)
     Net profit (loss) margin from
       continuing operations                         2.0%     (0.9%)
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                        $866(4)  $(336)(1)
       Discontinued operations                         -      (500)
                                                  ------    ------
       $1-2/3 par value                             $866     $(836)
       Class H                                      $(17)      $11
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $1.35 (4)$(0.52)(1)
       Discontinued operations                         -     (0.76)
                                                  ------    ------
       $1-2/3 par value                            $1.35    $(1.28)
       Class H                                    $(0.13)    $0.11
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $1.33 (4)$(0.52)(1)
       Discontinued operations                         -     (0.76)
                                                  ------    ------
       $1-2/3 par value                            $1.33    $(1.28)
       Class H                                    $(0.13)    $0.11
     .............................................................
     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
                              Sept. 30,     Dec. 31,     Sept. 30,
                                1999         1998          1998
                              --------      -------      --------
       $1-2/3 par value        $20.59       $20.00         $19.54
       Class H                 $12.36       $12.00         $11.72
     .............................................................

   See footnotes beginning on page 8

                                              continues

                                     - 5 -

     HIGHLIGHTS - Q3 Consolidated Net Income
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                    September 30,
                                               ----------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                      $671       $(595)(1)
     GM Europe (GME)                                32          50
     GM Latin America/Africa/Mid-East (GMLAAM)     (36)        (64)
     GM Asia/Pacific (GMAP)                        (54)          -
     Other Automotive                                -         (24)
                                                 -----        ----
       Total GM Automotive (GMA)                  $613       $(633)
     Hughes (5)                                    (30)         43
     Other                                         (96)        (64)
                                                 -----        ----
       Total Automotive, Electronics
         and Other Operations                     $487       $(654)

     GMAC                                         $393        $313
     Other                                          (3)         32
                                                 -----        ----
       Total Financing and Insurance
         Operations                               $390        $345
                                                 -----        ----
     Income (loss) from continuing
       operations                                 $877 (4)   $(309)(1)
     Income (loss) from discontinued
       operations                                    -        (500)
                                                 -----        ----
     Consolidated Net Income (Loss)               $877       $(809)
                                                 =====        ====

                                              Three Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $27,630  $6,391   $1,200     $884
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,009     $52     $(79)     $12
     Income tax expense (benefit)       336      19      (37)      11
     Equity income/(loss) and
       minority interests                (2)     (1)       6      (55)
                                      -----   -----    -----      ---
     Net income (loss)                 $671     $32     $(36)    $(54)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.4%    0.5%   (3.0%)   (6.1%)
     Effective income tax rate         33.3%   36.5%   46.8%    91.7%

                                              Three Months Ended
                                             September 30, 1998
                                      --------------------------------
                                      GMNA(1)  GME    GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $18,931  $6,390   $1,773     $681
                                     ------   -----    -----      ---
     Pre-tax (loss) income            $(883)    $64    $(138)     $19
     Income tax (benefit) expense      (288)     18      (45)       2
     Equity income/(loss) and
       minority interests                 -       4       29      (17)
                                       ----    ----      ---      ---
     Net (loss) income                $(595)    $50     $(64)      $-
                                       ====    ====      ===      ===

     Net (loss) profit margin          (3.1%)   0.8%     (3.6%)  0.0%
     Effective income tax rate         32.6%   28.1%     32.6%  10.5%

See footnotes beginning on page 8.
                                                                      continues
                                     - 6 -

HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                        September 30,
                                    ---------------------
                                       1999         1998
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             581          527
                        Trucks           618          367
                                      ------       ------
         Total United States           1,199          894
       Canada and Mexico                 142          116
                                      ------       ------
           Total GM North America      1,341        1,010
                                      ------       ------
       GME                               446          534
       GMLAAM                            141          163
       GMAP                              121          114
                                      ------       ------
         Total International             708          811
                                      ------       ------
             Total Worldwide           2,049        1,821
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  231          174
                 - Trucks                447          296
       Pontiac                           153          113
       GMC                               138           91
       Buick                             122           81
       Oldsmobile                         87           63
       Saturn                             61           62
       Cadillac                           46           39
       Other                              13            9
                                      ------       ------
         Total United States           1,298          928
       Canada and Mexico                  170         160
                                      ------       ------
         Total GM North America         1,468       1,088
                                      ------       ------
       GME                                489         463
       GMLAAM                             145         160
       GMAP                               128         127
                                      ------       ------
         Total International              762         750
                                      ------       ------
             Total Worldwide            2,230       1,838
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.4%        25.7%
         Trucks                         28.4%        22.4%
           Total                        28.9%        24.1%
       Total North America              28.6%        24.5%
       Total Europe                     10.0%         9.7%
       Latin America                    20.1%        19.0%
       Asia and Pacific                  4.6%         4.7%
             Total Worldwide            16.3%        14.2%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             21.8%        24.3%
       % Fleet Sales - Trucks            9.5%         9.7%
       Total vehicles                   15.9%        17.8%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                                65          59
       Trucks                              82          67
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(2)90.4%         N/A
      .....................................................
      GMNA
       Net Price (%)                     0.4%        (2.3%)
      .....................................................
       See footnotes beginning on page 8.
                                               continues

                                      -7 -

HIGHLIGHTS - Q3 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

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

     Depreciation and Amortization (3)
       Depreciation                   $1,004         $944
       Amortization of special tools     635          501
       Amortization of intangible
         assets                           78           27
                                      ------        -----
            Total                     $1,717       $1,472
                                      ======        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GMNA                              219          229
       GME                                82           81
       GMLAAM                             23           25
       GMAP                               10           10
       Hughes                             18           15
       GMAC                               27           23
       Other                              12           12
                                      ------       ------
         Total                           391          395
                                      ======       ======
     ....................................................
     Worldwide Payrolls                $5,469      $4,977
     ....................................................

     (1)   GM North America's third-quarter-1998 results included an unfavorable
           impact of $965 million  after taxes,  or $1.48 per share,  related to
           major production  losses caused by strikes at two GM component plants
           in Flint, Michigan.
     (2)   GM changed its method of calculating  capacity  utilization from mass
           relief  to tag  relief  in  1999.  Quarterly  1998  figures  are  not
           available,  however  capacity  utilization for Calendar Year 1998 was
           77.2% using the new methodology.
     (3)   Amounts exclude depreciation and amortization charges incurred by the
           financing and insurance operations.
     (4)   Records for income and EPS are based upon reported  amounts  adjusted
           to exclude the effects of significant  dispositions not classified as
           discontinued operations.
     (5)   Excludes the effects of purchase  accounting  adjustments  related to
           General  Motors'  acquisition of Hughes in 1985, and in 1999 excludes
           Hughes Series A Preferred Stock dividends
           payable to General Motors.
     NOTE: Total  cash of $16.7  billion  referenced  to in the  press  release
           includes $13.7 billion of cash and marketable  securities as well as
           $3.0   billion   invested  in  fixed   income   securities   of  the
           Corporation's $4.7 billion Voluntary Employees' Beneficiary
           Association Trust.

                                     - 8 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------

                                                  1999        1998
                                               ---------    ---------
      Net sales and revenues
      Manufactured products                     $112,629   $95,202
      Financial services                          10,805    10,090
      Other income                                 6,862     5,529
                                                 -------   -------
       Total net sales and revenues             $130,296  $110,821
                                                 -------   -------
     Income from continuing operations            $4,431 (5)$1,365
     Income (loss) from discontinued
       operations                                    426      (181)
                                                  ------    ------
     Consolidated net income                      $4,857    $1,184
     Net profit margin from
       continuing operations                         3.4%      1.2%
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $4,400 (5)$1,277
       Discontinued operations                       426      (181)
                                                  ------    ------
       $1-2/3 par value                           $4,826    $1,096
       Class H                                      $(20)      $40 (2)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $6.79 (5) $1.92
       Discontinued operations                      0.66     (0.27)
                                                  ------    ------
       $1-2/3 par value                            $7.45     $1.65
       Class H                                    $(0.17)    $0.38 (2)
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $6.67 (5) $1.87
       Discontinued operations                      0.65     (0.27)
                                                  ------    ------
       $1-2/3 par value                            $7.32     $1.60
       Class H                                    $(0.17)    $0.38 (2)
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                            $1.50     $1.50
       Class H                                        $-        $-
     .............................................................

   See footnotes beginning on page 12.

                                              continues

                                     - 9 -

     HIGHLIGHTS - Q3 Consolidated Net Income
     (Dollars in Millions)
                                                 Income/(Loss)
                                               Nine Months Ended
                                                 September 30,
                                           ------------------------
                                                  1999        1998
                                               --------     --------

     GM North America (GMNA)                    $3,552         $52
     GM Europe (GME)                               393         273
     GM Latin America/Africa/Mid-East (GMLAAM)     (99)         37
     GM Asia/Pacific (GMAP)                       (195)        (30)
     Other Automotive                               23           3
                                                 -----       -----
       Total GM Automotive (GMA)                $3,674        $335
     Hughes (6)                                    (44)        153 (2)
     Other                                        (387)       (226)
                                                 -----       -----
       Total Automotive, Electronics
         and Other Operations                   $3,243        $262

     GMAC                                       $1,176      $1,027
     Other                                          12          76
                                                 -----       -----
       Total Financing and Insurance Operations $1,188      $1,103
                                                 -----       -----
     Income from continuing operations          $4,431 (5)  $1,365
     Income (loss)from discontinued operations     426        (181)
                                                 -----       -----
     Consolidated Net Income                    $4,857      $1,184
                                                 =====       =====

                                              Nine Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total net sales and revenues   $85,184 $19,669   $3,448   $2,246
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,228    $605    $(224)    $(49)
     Income tax expense (benefit)     1,671     208     (106)      (8)
     Equity income/(loss) and
       minority interests                (5)     (4)      19     (154)
                                      -----   -----    -----      ---
     Net income (loss)               $3,552    $393     $(99)   $(195)
                                      =====   =====    =====      ===

     Net profit (loss) margin           4.2%    2.0%   (2.9%)   (8.7%)
     Effective income tax rate         32.0%   34.4%   47.3%    16.3%

                                              Nine Months Ended
                                             September 30, 1998
                                      --------------------------------
                                      GMNA    GME(1)  GMLAAM    GMAP
                                      -----  ------   ------   ------
     Reported
     --------
     Total  net sales and revenues  $67,919 $18,347   $6,116   $2,194
                                     ------  ------    -----    -----
     Pre-tax income (loss)               $6    $511    $(105)     $15
     Income tax (benefit) expense       (26)    238      (74)       6
     Equity income/(loss) and
       minority interests                20       -       68      (39)
                                      -----   -----    -----      ---
     Net income (loss)                  $52    $273      $37     $(30)
                                      =====   =====    =====      ===

     Net profit (loss) margin           0.1%    1.5%      0.6%  (1.4%)
     Effective income tax rate       (433.3%)  46.6%     70.5%  40.0%

See footnotes beginning on page 12.
                                                                       continues

                                     - 10 -

HIGHLIGHTS - Q3 Operating Information
                                     Nine Months Ended
                                        September 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,916        1,650
                        Trucks         1,954        1,435
                                      ------       ------
         Total United States           3,870        3,085
       Canada and Mexico                 510          464
                                      ------       ------
           Total GM North America      4,380        3,549
                                      ------       ------
       GME                             1,471        1,540
       GMLAAM                            399          521
       GMAP                              312          328
                                      ------       ------
         Total International           2,182        2,389
                                      ------       ------
             Total Worldwide           6,562        5,938
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  683          668
                 - Trucks              1,299        1,168
       Pontiac                           485          403
       GMC                               408          355
       Buick                             357          296
       Oldsmobile                        282          232
       Saturn                            178          179
       Cadillac                          133          131
       Other                              31           22
                                      ------       ------
         Total United States           3,856        3,454
       Canada and Mexico                  516         491
                                      ------       ------
         Total GM North America         4,372       3,945
                                      ------       ------
       GME                              1,537       1,406
       GMLAAM                             399         511
       GMAP                               338         379
                                      ------       ------
         Total International            2,274       2,296
                                      ------       ------
             Total Worldwide            6,646       6,241
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           30.2%        29.6%
         Trucks                         28.0%        27.9%
           Total                        29.1%        28.8%
       Total North America              28.9%        28.6%
       Total Europe                      9.9%         9.5%
       Latin America                    19.7%        19.7%
       Asia and Pacific                  3.9%         4.6%
             Total Worldwide            15.9%        15.6%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.9%        24.0%
       % Fleet Sales - Trucks           13.3%        13.7%
       Total vehicles                   20.0%        19.2%
      .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)(3)89.0%       N/A
      .....................................................

      See footnotes beginning on page 12.
                                               continues

                                     - 11 -

HIGHLIGHTS - Q3 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                      1999         1998
                                   ---------   ----------

     Depreciation and Amortization (4)
       Depreciation                   $3,075       $2,740
       Amortization of special tools   1,889        1,583
       Amortization of intangible
         assets                          157           76
                                       -----        -----
            Total                     $5,121       $4,399
                                       =====        =====
     ....................................................

     Worldwide Payrolls               $16,450     $15,296
     ....................................................

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

                                      - 12 -

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

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

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales
  and revenues                    $36,748   $28,464      $112,629   $95,202
Financing revenues                  3,725     3,360        10,805    10,090
Other income                        2,321     1,701         6,862     5,529
                                  -------   -------      -------- ---------
  Total net sales and revenues     42,794    33,525       130,296   110,821
                                   ------    ------       -------   -------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     31,061    25,278        94,011    82,607
Selling, general and
  administrative expenses           4,703     3,816        13,027    11,457
Depreciation and amortization
  expense                           3,088     2,674         9,039     8,029
Interest expense                    1,985     1,690         5,624     4,951
Other expenses                        439       486         1,353     1,602
                                  -------  --------      --------  --------
  Total costs and expenses         41,276    33,944       123,054   108,646
Income (loss) from continuing
  operations before income taxes
  and minority interests            1,518      (419)        7,242     2,175
Income tax expense (benefit)          553      (144)        2,538       710
Minority interests                     (7)       (1)          (28)      (11)
Losses of nonconsolidated associates  (81)      (33)         (245)      (89)
                                     ----      ----        ------   -------
Income (loss) from continuing
  operations                          877      (309)        4,431     1,365
(Loss) income from discontinued
  operations                            -      (500)          426      (181)
                                   ------       ---        ------    ------
  Net income (loss)                   877      (809)        4,857     1,184
Dividends on preference stocks        (28)      (16)          (51)      (48)
                                     ----      ----       -------   -------
  Earnings on common stocks          $849     $(825)       $4,806    $1,136
                                      ===       ===         =====     =====

Basic earnings (losses) per share
attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $1.35    $(0.52)        $6.79     $1.92
  Discontinued operations               -     (0.76)         0.66     (0.27)
                                    -----      ----          ----      ----
  Earnings per share
    attributable to $1-2/3
    par value                       $1.35    $(1.28)        $7.45     $1.65
                                     ====      ====          ====      ====
Earnings per share attributable
    to Class H                     $(0.13)    $0.11        $(0.17)    $0.38
                                     ====      ====          ====      ====

Diluted earnings (losses) per
share attributable to common stocks
$1-2/3 par value common stock
  Continuing operations             $1.33    $(0.52)        $6.67     $1.87
  Discontinued operations               -     (0.76)         0.65     (0.27)
                                    -----      ----          ----      ----
  Earnings per share attributable
    to $1-2/3 par value             $1.33    $(1.28)        $7.32     $1.60
                                     ====      ====          ====      ====
Earnings per share attributable
    to Class H                     $(0.13)    $0.11        $(0.17)    $0.38
                                     ====      ====          ====      ====

                                           - 13 -

                  CONSOLIDATED STATEMENTS OF INCOME - Concluded
                                   (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                      September  30,          September 30,
                                      --------------          -------------
                                      1999      1998        1999      1998
                                      ----      ----        ----      ----
                                               (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS
Manufactured products sales
  and revenues                    $36,748   $28,464      $112,629  $95,202
Other income                          798       547         2,557    2,050
  Total net sales and revenues     37,546    29,011       115,186   97,252
                                   ------    ------       -------   ------
Cost of sales and other operating
  expenses, exclusive of items
  listed below                     31,061    25,278        94,011   82,607
Selling, general and
  administrative expenses           3,487     2,794         9,598    8,449
Depreciation and amortization
  expense                           1,717     1,472         5,121    4,399
                                    -----     -----         -----    -----

  Total operating costs and
    expenses                       36,265    29,544       108,730   95,455
                                   ------    ------       -------   ------
Interest expense                      223       195           597      586
Other expenses                        115       131           322      507
Net expense from transactions
  with Financing and
  Insurance Operations                 85        48           245      117
                                       --        --           ---      ---
Income (loss) from continuing
  operations before income taxes
  and minority interests              858      (907)        5,292      587
Income tax expense (benefit)          291      (281)        1,799      241
Minority interests                      1         5            (5)       5
Losses of nonconsolidated associates  (81)      (33)         (245)     (89)
                                     ----      ----        ------     ----
Income (loss) from continuing
   operations                         487      (654)        3,243      262
(Loss) income from discontinued
   operations                           -      (500)          426     (181)
                                      ---      ----         -----      ---
  Net income (loss) - Automotive,
    Electronics and
    Other Operations                 $487   $(1,154)       $3,669      $81
                                      ===     =====         =====       ==

                                    Three Months Ended    Nine Months Ended
                                      September  30,          September 30,
                                      --------------        ---------------
                                      1999      1998        1999      1998
                                      ----      ----        ----      ----
                                              (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing revenues                 $3,725    $3,360      $10,805   $10,090
Insurance, mortgage and other
   income                           1,523     1,154        4,305     3,479
                                    -----     -----      -------   -------
  Total revenues and other income   5,248     4,514       15,110    13,569
                                    -----     -----       ------    ------
Interest expense                    1,762     1,495        5,027     4,365
Depreciation and amortization
  expense                           1,371     1,202        3,918     3,630
Operating and other expenses        1,216     1,022        3,429     3,008
Provisions for financing losses        98        94          328       323
Insurance losses and loss
  adjustment expenses                 226       261          703       772
                                    -----     -----       ------    ------
  Total costs and expenses          4,673     4,074       13,405    12,098
                                    -----     -----       ------    ------
Net income from transactions
  with Automotive, Electronics
  and Other Operations                 85        48          245       117
                                     ----       ---       ------    ------
Income before income taxes            660       488        1,950     1,588
Income tax expense                    262       137          739       469
Minority interests                     (8)       (6)         (23)      (16)
                                      ---       ---        -----     -----
  Net income - Financing and
    Insurance Operations             $390      $345       $1,188    $1,103
                                      ===       ===        =====     =====

                                           - 14 -
CONSOLIDATED BALANCE SHEETS
                                              Sept. 30,              Sept. 30,
                                                 1999     Dec. 31,     1998
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Unaudited)    1998     (Unaudited)
                                             ---------    --------   ---------
                       ASSETS                     (Dollars in Millions)
Automotive, Electronics and Other Operations
Cash and cash equivalents                     $12,056    $9,728       $6,888
Marketable securities                           1,666       402          420
                                              -------   -------       ------
  Total cash and marketable securities         13,722    10,130        7,308
Accounts and notes receivable (less allowances) 5,480     4,750        5,258
Inventories (less allowances)                  10,603    10,437       11,062
Net assets of discontinued operations               -        77            -
Equipment on operating leases
  (less accumulated depreciation)               6,244     4,954        4,797
Deferred income taxes and other current assets  7,494    10,051        5,994
                                              -------    ------      -------
  Total current assets                         43,543    40,399       34,419
Equity in net assets of nonconsolidated
  associates                                    1,642       950        1,100
Property - net                                 31,761    32,222       31,652
Intangible assets - net                        12,338     9,994       11,342
Deferred income taxes                          17,139    14,967       18,124
Other assets                                   13,894    16,062       14,912
                                             --------  --------     --------
  Total Automotive, Electronics
    and Other Operations assets               120,317   114,594      111,549
Financing and Insurance Operations
Cash and cash equivalents                         328       146           93
Investments in securities                       8,937     8,748        8,248
Finance receivables - net                      76,449    70,436       62,460
Investment in leases and other receivables     35,837    32,798       33,220
Other assets                                   19,705    18,807       13,868
Net receivable from Automotive,
  Electronics and Other Operations               369        816          186
                                             --------  --------     --------
  Total Financing and Insurance
    Operations assets                         141,625   131,751      118,075
                                             --------  --------     --------
Total assets                                 $261,942  $246,345     $229,624
                                             ========  ========     ========
      LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Electronics and Other Operations
Accounts payable (principally trade)          $16,323   $13,542      $12,437
Loans payable                                     695     1,204        1,950
Accrued expenses                               32,803    30,548       29,599
Net payable to Financing and
  Insurance Operations                            369       816          186
                                             --------  --------     --------
  Total current liabilities                    50,190    46,110       44,172
Long-term debt                                  7,880     7,118        6,817
Postretirement benefits other than pensions    34,455    33,503       33,479
Pensions                                        3,179     4,410        3,782
Net liabilities of discontinued operations          -         -            2
Other liabilities and deferred income taxes    18,170    17,807       17,729
                                             --------  --------     --------
  Total Automotive, Electronics and
    Other Operations liabilities              113,874   108,948      105,981
Financing and Insurance Operations
Accounts payable                                4,587     4,148        3,784
Debt                                          115,329   107,753       94,991
Deferred income taxes and other liabilities    10,723     9,661        9,399
                                             -------- ---------    ---------
  Total Financing and Insurance
    Operations liabilities                    130,639   121,562      108,174
Minority interests                                635       563          531
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                                      140       141          142
Stockholders' equity
Preference stocks                                   -         1            1
$1-2/3 par value common stock
  (issued, 642,050,210; 655,008,344
  and 655,036,035 shares)                       1,071     1,092        1,092
Class H common stock
  (issued, 135,195,966; 106,159,776,
  and 105,959,765 shares)                          14        11           11
Capital surplus (principally additional
  paid-in capital)                             15,282    12,661       12,769
Retained earnings                               5,573     6,984        5,554
                                              -------   -------      -------
    Subtotal                                   21,940    20,749       19,427
Accumulated foreign currency
  translation adjustments                      (1,969)   (1,089)      (1,060)
Net unrealized gains on securities                631       481          412
Minimum pension liability adjustment           (4,027)   (5,089)      (4,062)
                                             --------  --------     --------
    Accumulated other comprehensive loss       (5,365)   (5,697)      (4,710)
                                             --------  --------     --------
      Total stockholders' equity               16,575    15,052       14,717
                                             --------  --------     --------
Total liabilities and stockholders' equity   $261,942  $246,345     $229,624
                                              =======   =======      =======

                                           - 15 -

                     CONSOLIDATED BALANCE SHEETS - Concluded
                                             Sept. 30,              Sept. 30,
                                                 1999     Dec. 31,     1998
AUTOMOTIVE, ELECTRONICS AND OTHER OPERATIONS(Unaudited)    1998     (Unaudited)
                                             ---------    --------   ---------
                                                   (Dollars in Millions)

                        ASSETS
Cash and cash equivalents                     $12,056    $9,728       $6,888
Marketable securities                           1,666       402          420
                                               ------    ------       ------
  Total cash and marketable securities         13,722    10,130        7,308
Accounts and notes receivable (less allowances) 5,480     4,750        5,258
Inventories (less allowances)                  10,603    10,437       11,062
Net assets of discontinued operations               -        77            -
Equipment on operating leases
  (less accumulated depreciation)               6,244     4,954        4,797
Deferred income taxes and other current assets  7,494    10,051        5,994
                                               ------    ------      -------
  Total current assets                         43,543    40,399       34,419
Equity in net assets of nonconsolidated
  associates                                    1,642       950        1,100
Property - net                                 31,761    32,222       31,652
Intangible assets - net                        12,338     9,994       11,342
Deferred income taxes                          17,139    14,967       18,124
Other assets                                   13,894    16,062       14,912
                                               ------    ------       ------
  Total Automotive, Electronics and
    Other Operations assets                  $120,317  $114,594     $111,549
                                              =======   =======      =======

               LIABILITIES AND GM INVESTMENT

Accounts payable (principally trade)          $16,323   $13,542      $12,437
Loans payable                                     695     1,204        1,950
Accrued expenses                               32,803    30,548       29,599
Net payable to Financing and Insurance
  Operations                                      369       816          186
                                               ------    ------       ------
  Total current liabilities                    50,190    46,110       44,172
Long-term debt                                  7,880     7,118        6,817
Postretirement benefits other than pensions    34,455    33,503       33,479
Pensions                                        3,179     4,410        3,782
Net liabilities of discontinued operations          -         -            2
Other liabilities and deferred income taxes    18,170    17,807       17,729
                                              -------   -------      -------
  Total Automotive, Electronics and
    Other Operations liabilities              113,874   108,948      105,981
Minority interests                                558       511          484
GM investment in Automotive,
  Electronics and Other Operations              5,885     5,135        5,084
                                              -------   -------      -------
  Total Automotive, Electronics and
    Other Operations liabilities
    and GM investment                        $120,317  $114,594     $111,549
                                             ========  ========     ========

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

                        ASSETS
Cash and cash equivalents                        $328      $146          $93
Investments in securities                       8,937     8,748        8,248
Finance receivables - net                      76,449    70,436       62,460
Investment in leases and other receivables     35,837    32,798       33,220
Other assets                                   19,705    18,807       13,868
Net receivable from Automotive,
  Electronics and Other Operations                369       816          186
                                              -------   -------      -------
  Total Financing and Insurance
    Operations assets                        $141,625  $131,751     $118,075
                                             ========  ========     ========

               LIABILITIES AND GM INVESTMENT

Accounts payable                               $4,587    $4,148       $3,784
Debt                                          115,329   107,753       94,991
Deferred income taxes and other liabilities    10,723     9,661        9,399
                                             -------- ---------    ---------
  Total Financing and Insurance
    Operations liabilities                    130,639   121,562      108,174
Minority interests                                 77        52           47
GM investment in Financing and
  Insurance Operations                         10,909    10,137        9,854
                                             -------- ---------    ---------
  Total Financing and Insurance Operations
    liabilities and GM investment            $141,625  $131,751     $118,075
                                             ========  ========     ========

                                           - 16 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                          Nine Months Ended September 30,
                                          -------------------------------
                                              1999             1998
                                              ----             ----
                                              (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Net cash provided by operating activities     $25,054          $6,566

Cash flows from investing activities
Expenditures for property                      (4,925)         (5,921)
Investments in marketable securities
  - acquisitions                              (19,570)        (22,717)
Investments in marketable securities
  - liquidations                               17,706          26,501
Mortgage servicing rights - acquisitions       (1,199)           (897)
Mortgage servicing rights - liquidations           34              67
Finance receivables - acquisitions           (139,165)       (112,962)
Finance receivables - liquidations            100,692          86,709
Proceeds from sales of finance receivables     35,120          21,922
Operating leases - acquisitions               (20,123)        (18,281)
Operating leases - liquidations                11,383          11,717
Investments in companies, net of cash acquired (4,767)           (475)
Other                                            (154)           (431)
                                              -------         -------
Net cash used in investing activities         (24,968)        (14,768)
                                               ------          ------

Cash flows from financing activities
Net (decrease) increase in loans payable       (8,152)          3,402
Increase in long-term debt                     27,086          16,620
Decrease in long-term debt                    (15,168)        (10,860)
Repurchases of common and preference stocks    (2,149)         (3,071)
Proceeds from issuing common and
  preference stocks                             1,868             343
Cash dividends paid to stockholders            (1,023)         (1,045)
                                                -----           -----
Net cash provided by financing activities       2,462           5,389
                                                -----           -----

Effect of exchange rate changes on cash and
  cash equivalents                               (166)            271
                                               ------          ------
Net cash provided by (used in)
  continuing operations                         2,382          (2,542)
Net cash provided by (used in)
  discontinued operations                         128            (750)
                                               ------          ------
Net increase (decrease) in cash and
  cash equivalents                              2,510          (3,292)
Cash and cash equivalents at beginning
  of the period                                 9,874          10,273
                                               ------          ------
Cash and cash equivalents at end
  of the period                               $12,384          $6,981
                                               ======           =====

                                           - 17 -

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Concluded
                                        (Unaudited)
Nine Months Ended September 30,
                                                     -------------------------------
                                                     1999                         1998
                                                     ----                         ----
                                          Automotive,   Financing     Automotive,   Financing
                                          Electronics      and        Electronics       and
                                           and Other    Insurance      and Other    Insurance
                                           ---------    ---------      ---------    ---------
                                                         (Dollars in Millions)
Net cash provided by operating activities    $15,171        $9,883        $2,778        $3,788

Cash flows from investing activities
Expenditures for property                     (4,721)         (204)       (5,813)         (108)
Investments in marketable securities
 - acquisitions                               (3,481)      (16,089)       (8,022)      (14,695)
Investments in marketable securities
 - liquidations                                2,217        15,489        11,255        15,246
Mortgage servicing rights - acquisitions           -        (1,199)            -          (897)
Mortgage servicing rights - liquidations           -            34             -            67
Finance receivables - acquisitions                 -      (139,165)            -      (112,962)
Finance receivables - liquidations                 -       100,692             -        86,709
Proceeds from sales of finance receivables         -        35,120             -        21,922
Operating leases - acquisitions               (6,175)      (13,948)       (4,382)      (13,899)
Operating leases - liquidations                4,279         7,104         4,092         7,625
Investments in companies, net of
  cash acquired                               (2,647)       (2,120)         (417)          (58)
Net investing activity with Financing and
  Insurance Operations                            75             -           238             -
Other                                           (831)          677        (1,198)          767
                                              ------       -------         -----       -------
Net cash used in investing activities        (11,284)      (13,609)       (4,247)      (10,283)
                                              ------        ------         -----        ------

Cash flows from financing activities
Net (decrease) increase in loans payable        (551)       (7,601)          961         2,441
Increase in long-term debt                     5,414        21,672         2,689        13,931
Decrease in long-term debt                    (4,632)      (10,536)       (1,243)       (9,617)
Net financing activity with Automotive,
  Electronics and Other Operations                 -           (75)            -          (238)
Repurchases of common and preference stocks   (2,149)            -        (3,071)            -
Proceeds from issuing common and
  preference stocks                            1,868             -           343             -
Cash dividends paid to stockholders           (1,023)            -        (1,045)            -
                                               -----        ------         -----        ------
Net cash (used in) provided by
  financing activities                        (1,073)        3,460        (1,366)        6,517
                                               -----         -----         -----         -----

Effect of exchange rate changes on cash and
  cash equivalents                              (167)            1           272            (1)
Net transactions with Automotive/
  Financing Operations                          (447)          447           505          (505)
                                               -----           ---         -----           ---
Net cash provided by (used in)
  continuing operations                        2,200           182        (2,058)         (484)
Net cash provided by (used in)
  discontinued operations                        128             -          (750)            -
                                               -----           ---         -----           ---
Net increase (decrease) in cash and
  cash equivalents                             2,328           182        (2,808)         (484)
Cash and cash equivalents at beginning
  of the period                                9,728           146         9,696           577
                                              ------           ---         -----           ---
Cash and cash equivalents at end
  of the period                              $12,056          $328        $6,888           $93
                                              ======           ===         =====            ==
- 18 -

                      Hughes Reports 32% Revenue Growth and
                      Solid EBITDA Growth In Third Quarter

                     Results Driven by Record Sales of DIRECTV(R) Service

     El Segundo,  Calif.,  October 13,  1999 -- Hughes  Electronics  Corporation
(Hughes), the world's leading provider of digital television entertainment,  and
satellite and wireless  systems and services,  today reported third quarter 1999
revenues increased 31.5% to $1,990.5 million,  compared with $1,513.3 million in
the third quarter of 1998.  EBITDA(1) for the quarter  increased 18.3% to $211.6
million and EBITDA margin(1) was 10.6%, compared to EBITDA of $178.8 million and
EBITDA margin of 11.8% in the third quarter of 1998.

      "The  primary  driver of our revenue  growth  continues  to be our DIRECTV
businesses,"  explained  Michael T. Smith,  Hughes  chairman and chief executive
officer.  "We had our  best  third  quarter  ever  for  new  DIRECTV  subscriber
additions in the United States,  Hughes Network  Systems (HNS) achieved its best
quarter ever for sales of DIRECTV receiving equipment,  and Galaxy Latin America
nearly doubled its net new subscriber additions compared to the third quarter of
1998. In fact,  total  revenues from our services  operations  more than doubled
compared to the third quarter of last year.

      "Our U.S.  DIRECTV  business also drove our EBITDA growth in the quarter,"
Smith  continued.  "We have reached the point where the EBITDA  generated by our
large  subscriber  base is outpacing the  marketing  costs  associated  with our
record  subscriber  growth.  We expect our U.S.  DIRECTV business to continue to
deliver positive EBITDA that accelerates yearly on a going-forward basis."

     Hughes had a third  quarter  1999  loss(2) of $29.6  million,  compared  to
earnings(2) of $42.9 million in the same period for 1998. The change in earnings
was primarily  attributable to higher  depreciation  and  amortization  expenses
related principally to the United States Satellite  Broadcasting  Company,  Inc.
(USSB) and PRIMESTAR transactions and increased PanAmSat satellite expenditures,
and an increase in net interest  expense.  These  variances more than offset the
increase in EBITDA.  This resulted in a loss per share,  including the effect of
preferred  stock  dividends,  of $0.13 in the third  quarter of 1999 compared to
earnings per share (EPS) of $0.11 in the third quarter of 1998.

                           NINE-MONTH FINANCIAL REVIEW

      For the first nine months of 1999,  revenues  increased  25.0% to $5,218.3
million  compared with $4,173.3  million in 1998.  This growth was primarily the
result of record subscriber  growth in the Company's U.S. DIRECTV  business,  as
well as additional revenues resulting from the USSB and PRIMESTAR  transactions.
HNS also contributed to the revenue growth,  primarily  through its record sales
of DIRECTV receiving equipment.

                                     - 19 -

      EBITDA for the first nine  months of 1999 was  $361.0  million  and EBITDA
margin was 6.9%, compared to EBITDA of $538.5 million and EBITDA margin of 12.9%
in the same period of 1998.  The declines were  principally  due to two one-time
charges:  a second  quarter 1999  pre-tax  charge of $125.0  million  related to
increased  development  costs and schedule delays related to several new product
lines at Hughes Space and Communications Company (HSC), and a first quarter 1999
pre-tax charge of $92.0 million  resulting from the  termination of the contract
for the Asia-Pacific  Mobile  Telecommunications  (APMT) satellite system due to
export  licenses not being  issued.  These  declines  were  partially  offset by
increased EBITDA at the Company's U.S. DIRECTV business, HNS and PanAmSat.

      In the first nine months of 1999,  Hughes incurred a loss of $43.6 million
and a loss per share,  including  the effect of preferred  stock  dividends,  of
$0.17,  compared  to  earnings  of $143.5  million and EPS of $0.36 for the same
period in 1998.  The  decline  was  mostly  due to the  reduced  EBITDA,  higher
depreciation  and  amortization  expenses  related  principally  to the USSB and
PRIMESTAR  transactions and increased  PanAmSat satellite  expenditures,  and an
increase in net interest  expense.  These declines were  partially  offset by an
after-tax  gain  of  $94.3  million  ($154.6  million  pre-tax)  related  to the
settlement of the Williams patent infringement case(3).

                  SEGMENT FINANCIAL REVIEW: THIRD QUARTER 1999

                            Direct-To-Home Broadcast

      Third  quarter  revenues  for the  segment  more than  doubled to $1,144.6
million from $459.1 million in the third quarter of 1998. The segment had EBITDA
of $47.7 million and EBITDA  margin of 4.2%  compared  with  negative  EBITDA of
$30.6 million in the third quarter of 1998.

      United States: DIRECTV reported quarterly revenues of $1,052 million, more
than twice last year's third quarter revenues of $408 million.  The increase was
due to strong subscriber  growth, as well as additional  revenues resulting from
the USSB and PRIMESTAR transactions.

      DIRECTV  added a record  423,000  net new  subscribers  to its  high-power
DIRECTV  service  in the  quarter,  a 40%  increase  over  the  303,000  net new
subscribers  added in the third quarter of 1998. In addition,  204,000 customers
were  transitioned  from the  PRIMESTAR By DIRECTV  medium-power  service to the
high-power  service in the quarter.  As of September 30, 1999,  DIRECTV had more
than 7.7 million subscribers, which includes approximately 1.8 million customers
subscribing to PRIMESTAR By DIRECTV.

      EBITDA for the third quarter of 1999 was $86 million  compared to negative
EBITDA of $5 million in the preceding  year's third  quarter.  This increase was
principally   due  to  EBITDA   contributions   from  the  USSB  and   PRIMESTAR
transactions,  as well as improved EBITDA  resulting from the larger  high-power
subscriber base.

      Latin America and Japan: The DIRECTV  business in Latin America  generated
$76 million in revenues for the quarter  compared  with $37 million in the third
quarter  of 1998.  This  increase  was due to  continued  subscriber  growth and
additional  revenues  resulting from the  consolidation of Galaxy Brazil,  Ltda.
(GLB)(4), Grupo Galaxy Mexicana , S.A. de C.V (GGM)(4), and SurFin, Ltd.(4)
                                     - 20 -

      The DIRECTV  service in Latin America added 67,000 net new  subscribers in
the third quarter of 1999, an 86% increase over the 36,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 1999 was 668,000.

      Galaxy  Latin  America  had  negative  EBITDA of $30  million  compared to
negative  EBITDA of $24  million  for the same  period in 1998.  The  change was
primarily  due to the impact of the  consolidation  of GLB and higher  marketing
expenses in the region.

      In addition,  DIRECTV  Japan,  of which Hughes  currently owns 42 percent,
reported a total of 313,900 subscribers at the end of the third quarter of 1999.
Hughes'  minority  share of  DIRECTV  Japan's  losses  was $20  million  for the
quarter,  compared with $17 million in the third  quarter of 1998.  These losses
are reported in "Other,  net" in the  Statement of Income  (Loss) and  Available
Separate Consolidated Net Income (Loss).

                               Satellite Services

      PanAmSat,  which is 81%  owned by  Hughes,  reported  third  quarter  1999
revenues of $210.7  million  compared  with $186.5  million in the prior  year's
period.  The 13.0% increase includes a one-time customer payment associated with
the termination of a  direct-to-home  video services  agreement in India and the
commencement  of new  service  agreements  on  additional  satellites  placed in
service.  During  the third  quarter  of 1999,  total  video  services  revenues
increased  3% to  $139.8  million  while  telecommunications  services  revenues
increased 13% to $46.1 million, compared to the prior year's third quarter.

      EBITDA for the quarter was $169.0  million,  a 24.5%  increase  over third
quarter 1998 EBITDA of $135.7  million.  EBITDA  margin in the third  quarter of
1999 was 80.2%,  compared to 72.8% in the same period of 1998.  The increases in
EBITDA  and EBITDA  margin  were  principally  due to the  one-time  termination
payment described above,  lower leaseback expense resulting from the exercise of
certain early buy-out  options under  sale-leaseback  agreements,  and increased
operating lease revenues.

                                Satellite Systems

      Third  quarter 1999  revenues for the segment  declined to $510.8  million
from $688.9 million for the same period in 1998. EBITDA for the third quarter of
1999 was $56.3 million  compared to EBITDA of $76.7 million in the third quarter
of 1998.  These variances were  principally due to reduced  activity  associated
with the ICO Global  Communications  program.  EBITDA  margin in the quarter was
11.0%, compared to 11.1% in the third quarter of 1998.

                                 Network Systems

      HNS grew third  quarter  1999  revenues  59.2% to $426.2  million,  versus
$267.7  million in the third  quarter of 1998.  This growth was due primarily to
higher sales of DIRECTV  receiving  systems,  satellite-based  mobile  telephone
systems,  and U.S. private business network systems. HNS shipped 730,000 DIRECTV
receiving systems in the third quarter of 1999,  compared to 232,000 in the same
year-ago period.

                                     - 21 -
      HNS increased  EBITDA 56.5% to $44.3  million in the quarter,  compared to
$28.3 million in the third quarter of 1998.  The increase in EBITDA is primarily
attributable  to the increased  revenues  resulting from higher sales of DIRECTV
receiving equipment,  satellite-based mobile telephone systems, and U.S. private
business network systems.  EBITDA margin in the third quarter of 1999 was 10.4%,
compared to 10.6% in the same year-ago period.

                                  BALANCE SHEET

      From December 31, 1998 to September 30, 1999,  the Company's  consolidated
cash balance  declined  $1,183.8  million to $158.3  million and long-term  debt
increased $1,150.5 million to $1,929.2 million.  The principal cash requirements
for the first nine  months were  related to the  acquisitions  of United  States
Satellite Broadcasting Company and PRIMESTAR's  medium-power satellite business,
purchase of the Tempo  high-power  satellite  assets,  early  buy-out of certain
PanAmSat  satellite  sale-leaseback  agreements,  increased  investment  in  the
DIRECTV businesses in Latin America and Japan,  capital expenditures and general
working capital requirements.

      These  requirements were partially offset by a $1.5 billion  investment by
America  Online,  Inc.  (AOL) and proceeds  from the  settlement of the Williams
patent infringement case.(3)

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

      NOTE: Hughes Electronics  Corporation  believes that certain statements in
this press release may constitute  forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. When used in this press
release,  the  words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"
"intend,"  "outlook,"  "believe," and other similar  expressions are intended to
identify  forward-looking  statements and information.  Actual results of Hughes
may differ materially from anticipated  results as a result of certain risks and
uncertainties,  which  include  but are not  limited to those  associated  with:
economic  conditions;  demand for products and services,  and market acceptance;
government  action;  local  political or economic  developments  in or affecting
countries where we have international  operations;  our ability to obtain export
licenses;  competition;  our ability to achieve cost  reductions;  technological
risks;  our ability to address the year 2000 issue;  interruptions to production
attributable   to  causes   outside  our  control;   limitations  on  access  to
distribution  channels;  the success and  timelines of satellite  launches;  the
in-orbit  performance  of  satellites;  the ability of our  customers  to obtain
financing;  and  our  ability  to  access  capital  to  maintain  our  financial
flexibility. Hughes cautions that these important factors are not exclusive.
----------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
sum of operating profit (loss) and depreciation and amortization. EBITDA margin
is calculated by dividing EBITDA by total revenues.
2 Excludes the effects of purchase accounting adjustments related to General
Motors' acquisition of Hughes in 1985.
3 Hughes was awarded a final judgement  arising from its  long-running  Williams
patent infringement case, which was originally filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a span
of two decades of a patent that revolutionized communications satellite attitude
control and made the geosynchronous satellite practical. A payment of $154.6
million was received in the first quarter of 1999 and was recorded in "Other,
net."
4 Galaxy Brazil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
operating company providing DIRECTV service in Mexico. SurFin Ltd., provides
financing for DIRECTV receiving equipment in Latin America. As a result of
transactions that were completed in July 1999 (GLB), February 1999 (GGM) and
November 1998 (SurFin),  Hughes owns a majority position in each company.
                                     ######

                                     - 22 -

STATEMENT OF INCOME (LOSS) AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions Except Per Share Amounts)
                                                          Nine Months Ended
                                    Third Quarter            September 30,
                                    -------------            -------------
                                   1999        1998        1999        1998
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and
  other services                $1,294.4      $640.5    $3,095.2    $1,845.8
Product sales                      696.1       872.8     2,123.1     2,327.5
----------------------------------------------------------------------------
   Total Revenues                1,990.5     1,513.3     5,218.3     4,173.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              606.7       659.5     1,961.6     1,782.4
Broadcast programming and other
  costs                            573.9       284.6     1,344.1       800.2
Selling, general and
  administrative expenses          598.3       390.4     1,551.6     1,052.2
Depreciation and amortization      216.5       111.3       499.3       309.2
Amortization of GM purchase
  accounting adjustments (1)         5.3         5.3        15.9        15.9
----------------------------------------------------------------------------
   Total Operating Costs
     and Expenses                2,000.7     1,451.1     5,372.5     3,959.9
----------------------------------------------------------------------------
Operating Profit (Loss)            (10.2)       62.2      (154.2)      213.4

Interest income                      2.4        20.5        20.9        88.6
Interest expense                   (51.7)       (3.6)      (71.0)       (9.5)
Other, net                         (22.4)      (33.4)       77.8      (102.8)
----------------------------------------------------------------------------

Income (Loss) Before Income Taxes,
   Minority Interests and Cumulative
   Effect of Accounting Change     (81.9)       45.7      (126.5)      189.7
Income tax provision (benefit)     (38.2)       17.4       (44.9)       72.1
Minority interests in net losses
   of subsidiaries                   8.8         9.3        22.1        19.2
----------------------------------------------------------------------------

Income (Loss) before cumulative
   effect of accounting change     (34.9)       37.6       (59.5)      136.8
Cumulative effect of accounting
   change, net of taxes                -           -           -        (9.2)
----------------------------------------------------------------------------

Net Income (Loss)                  (34.9)       37.6       (59.5)      127.6
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Earnings (Loss) excluding GM purchase
   Accounting adjustments          (29.6)       42.9       (43.6)      143.5
Preferred stock dividends          (24.7)         -        (26.3)         -
----------------------------------------------------------------------------

Earnings (Loss) Used for Computation of
   Available Separate Consolidated
   Net Income (Loss)              $(54.3)      $42.9      $(69.9)     $143.5
============================================================================

Available Separate Consolidated Net
   Income (Loss)
Average number of shares of
   General Motors Class H
   Common Stock outstanding
   (in millions) (Numerator)       135.1       105.7       120.8       105.0
Average Class H dividend base
   (in millions) (Denominator)     428.9       399.9       414.7       399.9
Available Separate Consolidated Net
   Income (Loss)                  $(17.1)      $11.4      $(20.4)      $37.6
============================================================================
Earnings (Loss) Attributable to
   General Motors Class H Common
   Stock on a Per Share
   Basis  - Basic and Diluted     $(0.13)      $0.11      $(0.17)      $0.36
============================================================================
(1)Relates to General Motors' purchase of Hughes in 1985.
                                     - 23 -

BALANCE SHEET
(Dollars in Millions)
                                                 September 30,
                                                     1999       December 31,
ASSETS                                            (Unaudited)       1998
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $158.3         $1,342.1
Accounts and notes receivable                       1,289.8            922.4
Contracts in process                                  846.1            783.5
Inventories                                           639.1            471.5
Prepaid expenses, deferred income taxes and other     705.9            326.9
----------------------------------------------------------------------------

Total Current Assets                                3,639.2          3,846.4
Satellites - Net                                    3,690.6          3,197.5
Property - Net                                      1,303.0          1,059.2
Net Investment in Sales-type Leases                   155.9            173.4
Intangible Assets, net                              7,781.5          3,552.2
Investments and Other Assets                        2,236.1          1,606.3
----------------------------------------------------------------------------

Total Assets                                      $18,806.3        $13,435.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,005.7           $764.1
Advances on contracts                                 164.5            291.8
Deferred revenues                                     194.9             43.8
Current portion of long-term debt                     298.1            156.1
Accrued liabilities                                   933.1            753.7
----------------------------------------------------------------------------

Total Current Liabilities                           2,596.3          2,009.5
Long-Term Debt                                      1,929.2            778.7
Postretirement Benefits Other Than Pensions           155.5            150.7
Other Liabilities and Deferred Credits              1,686.1            988.6
Deferred Income Taxes                                 425.0            643.9
Commitments and Contingencies
Minority Interests                                    530.0            481.7
Stockholder's Equity                               11,484.2          8,381.9
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $18,806.3        $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).

                                     - 24 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                         Nine Months Ended
                                    Third Quarter          September 30,
                                    -------------          -------------
                                   1999        1998      1999        1998
--------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,144.6      $459.1  $2,571.4    $1,248.5
EBITDA (1)                         $47.7      $(30.6)    $44.8      $(56.4)
EBITDA Margin (1)                    4.2%       N/A        1.7%        N/A
Operating Loss                    $(67.6)     $(61.8)  $(159.4)    $(133.6)
Depreciation and Amortization     $115.3       $31.2    $204.2       $77.2
Capital Expenditures (2)           $97.6       $82.0    $253.4      $130.1
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $210.7      $186.5    $604.6      $570.6
EBITDA (1)                        $169.0      $135.7    $465.9      $409.0
EBITDA Margin (1)                   80.2%       72.8%     77.1%       71.7%
Operating Profit                   $99.1       $79.1    $261.4      $239.2
Operating Profit Margin             47.0%       42.4%     43.2%       41.9%
Depreciation and Amortization      $69.9       $56.6    $204.5      $169.8
Capital Expenditures (3)          $382.7      $190.7    $857.9      $605.0
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $510.8      $688.9  $1,694.9    $1,988.0
EBITDA (1)(4)                      $56.3       $76.7    $(64.7)     $214.0
EBITDA Margin (1)                   11.0%       11.1%      N/A        10.8%
Operating Profit (Loss) (4)        $41.3       $63.8   $(106.1)     $178.9
Operating Profit Margin              8.1%        9.3%      N/A         9.0%
Depreciation and Amortization      $15.0       $12.9     $41.4       $35.1
Capital Expenditures               $17.0       $18.2     $52.1       $50.5
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $426.2      $267.7    $998.2      $674.1
EBITDA (1)(4)                      $44.3       $28.3     $63.4        $9.6
EBITDA Margin (1)                   10.4%       10.6%      6.4%        1.4%
Operating Profit (Loss) (4)        $32.2       $16.9     $25.7      $(20.2)
Operating Profit Margin              7.6%        6.3%      2.6%        N/A
Depreciation and Amortization      $12.1       $11.4     $37.7       $29.8
Capital Expenditures                $5.4       $10.7     $23.1       $26.4
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(301.8)     $(88.9)  $(650.8)    $(307.9)
EBITDA (1)                       $(105.7)     $(31.3)  $(148.4)     $(37.7)
Operating Loss                   $(109.9)     $(30.5)  $(159.9)     $(35.0)
Depreciation and Amortization       $4.2       $(0.8)    $11.5       $(2.7)
Capital Expenditures               $41.4      $(21.4)    $45.9      $114.5
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,990.5    $1,513.3  $5,218.3    $4,173.3
EBITDA (1)(4)                     $211.6      $178.8    $361.0      $538.5
EBITDA Margin (1)                   10.6%       11.8%      6.9%       12.9%
Operating Profit (Loss) (4)        $(4.9)      $67.5   $(138.3)     $229.3
Operating Profit Margin             N/A          4.5%      N/A         5.5%
Depreciation and Amortization     $216.5      $111.3    $499.3      $309.2
Capital Expenditures              $544.1      $280.2  $1,232.4      $926.5
==========================================================================
*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However,  as provided in
    the General Motors' Restated Certificate of Incorporation,  the earnings
    attributable to GM Class H common stock for purposes of determining the
    amount available for the payment of dividends on GM Class H common  stock
    specifically  excludes such adjustments.  In order to provide additional
    analytical data, the above unaudited  pro forma  selected  segment  data,
    which  exclude the  purchase accounting adjustments related to GM's
    acquisition of Hughes, are presented.

(1)EBITDA (Earnings Before Interest,  Taxes,  Depreciation and Amortization) is
   the sum of operating profit (loss) and depreciation and amortization. EBITDA
   margin is calculated by dividing EBITDA by total revenues.
(2)Includes satellite  expenditures  amounting to $13.6 million,  $38.0 million,
   $89.1 million and $38.0 million, respectively.
(3)Includes satellite expenditures  amounting to $93.2 million,  $182.2 million,
   $408.8  million  and  $422.2   million,   respectively.   Also  included  are
   expenditures  related  to the  early  buy-out  of  satellite  sale-leasebacks
   totaling  $263.2 million for the third quarter of 1999 and $404.5 million and
   $155.5 million for the first nine months of 1999 and 1998, respectively.
(4)Amounts for the nine months  ended  September  30,  1999  include  charges of
   $81.0 million and $11.0 million for the Satellite Systems and Network Systems
   segments,  respectively,  relating  to the  termination  of the  Asia-Pacific
   Mobile  Telecommunications  satellite systems contract due to export licenses
   not being issued.
                                     - 25 -

                                      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    October 14, 1999
        -----------------
                                       By
                                            s/Peter R. Bible
                                            ----------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                     - 26 -