L:\secfiles\8-k\1997\jul97.doc


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





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



          Date of Report
(Date of earliest event reported) July 1, 1997
                                  ----------------




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




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




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







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



















                                    - 1 -


<PAGE>



ITEM 5. OTHER EVENTS

      On July 3, 1997,  General  Motors (GM)  announced  that offers to exchange
shares of its  outstanding  Series D and G Preference  Stocks for newly  created
Trust Originated Preferred  Securitiessm (TOPrSsm) expired as originally 
scheduled on Wednesday, July 2, 1997 at 12:00 midnight (Eastern Standard Time).
      Subsequently,  on  July  9,  1997,  3,055,255  shares  of the  outstanding
depositary shares, each representing  one-fourth of a share of GM Series D 7.92%
Preference  Stock,  were  exchanged  for 8.67%  TOPrS(sm) issued by General  
Motors Capital Trust D, and 5,064,489 shares of the outstanding depositary 
shares, each representing  one-fourth of a share of GM Series G 9.12% Preference
Stock, were exchanged for 9.87% TOPrS(sm) issued by General  Motors Capital 
Trust G (hereinafter referred to as the "Trusts").  As a result,  3,014,654  
depositary shares, each representing  one-fourth of a share of GM Series D 7.92%
Preference  Stock, and 5,015,410  depositary  shares,  each  representing  
one-fourth of a share of GM Series G 9.12% Preference Stock, remain outstanding,
respectively. Certain final documents  associated  with the exchange  
transactions are identified in Item 7 below and included herein as Exhibits.
      TOPrS(sm) is a financial instrument  representing the right to receive 
certain distributions from a Trust. The property of each of the Trusts consists
solely of junior subordinated debentures issued by GM.

                                    * * *

      (sm)Trust Originated Preferred  Securities(TOPrS(sm)) is a service mark of
Merrill Lynch & Co.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   Exhibits

      Exhibit  4(c)(i)  Amended  and  Restated  Declaration  of Trust of General
      Motors Capital Trust D.

      Exhibit  4(c)(ii)  Amended and  Restated  Declaration  of Trust of General
      Motors Capital Trust G.

      Exhibit 4(d)(i)  Indenture between General Motors Corporation and
      Wilmington Trust Company

      Exhibit 4(d)(ii) First Supplemental Indenture between General Motors
      Corporation and Wilmington Trust Company With Respect To The Series D
      Junior Subordinated Debentures

      Exhibit 4(d)(iii)Second Supplemental Indenture between General Motors
      Corporation and Wilmington Trust Company With Respect To The Series G
      Junior Subordinated Debentures

      Exhibit 4(g)(i) Series D Preferred  Securities Guarantee Agreement, 
      General Motors Capital Trust D.

      Exhibit 4(g)(ii) Series G Preferred Securities Guarantee Agreement, 
      General Motors Capital Trust G.

      Exhibit 4(h)(i) Series D Common  Securities  Guarantee  Agreement,  
      General  Motors Capital Trust D.

      Exhibit 4(h)(ii) Series G Common  Securities  Guarantee  Agreement,
      General Motors Capital Trust G.

                                    * * *
                                    - 2 -

                                   SIGNATURE


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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                            (Registrant)
Date    July 28, 1997
        -----------------
                                        By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)






































                                    - 3 -
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L:\secfiles\8-k\1997\jul97.doc

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

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

          Date of Report
(Date of earliest event reported) July 1, 1997
                                  ----------------

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

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

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

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

                                    - 1 -
ITEM 5. OTHER EVENTS

      On July 3, 1997,  General  Motors (GM)  announced  that offers to exchange
shares of its  outstanding  Series D and G Preference  Stocks for newly  created
Trust Originated Preferred  Securitiessm (TOPrSsm) expired as originally 
scheduled on Wednesday, July 2, 1997 at 12:00 midnight (Eastern Standard Time).
      Subsequently,  on  July  9,  1997,  3,055,255  shares  of the  outstanding
depositary shares, each representing  one-fourth of a share of GM Series D 7.92%
Preference  Stock,  were  exchanged  for 8.67%  TOPrS(sm) issued by General  
Motors Capital Trust D, and 5,064,489 shares of the outstanding depositary 
shares, each representing  one-fourth of a share of GM Series G 9.12% Preference
Stock, were exchanged for 9.87% TOPrS(sm) issued by General  Motors Capital 
Trust G (hereinafter referred to as the "Trusts").  As a result,  3,014,654  
depositary shares, each representing  one-fourth of a share of GM Series D 7.92%
Preference  Stock, and 5,015,410  depositary  shares,  each  representing  
one-fourth of a share of GM Series G 9.12% Preference Stock, remain outstanding,
respectively. Certain final documents  associated  with the exchange  
transactions are identified in Item 7 below and included herein as Exhibits.
      TOPrS(sm) is a financial instrument  representing the right to receive 
certain distributions from a Trust. The property of each of the Trusts consists
solely of junior subordinated debentures issued by GM.

                                    * * *

      (sm)Trust Originated Preferred  Securities(TOPrS(sm)) is a service mark of
Merrill Lynch & Co.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   Exhibits

      Exhibit  4(c)(i)  Amended  and  Restated  Declaration  of Trust of General
      Motors Capital Trust D.

      Exhibit  4(c)(ii)  Amended and  Restated  Declaration  of Trust of General
      Motors Capital Trust G.

      Exhibit 4(d)(i)  Indenture between General Motors Corporation and
      Wilmington Trust Company

      Exhibit 4(d)(ii) First Supplemental Indenture between General Motors
      Corporation and Wilmington Trust Company With Respect To The Series D
      Junior Subordinated Debentures

      Exhibit 4(d)(iii)Second Supplemental Indenture between General Motors
      Corporation and Wilmington Trust Company With Respect To The Series G
      Junior Subordinated Debentures

      Exhibit 4(g)(i) Series D Preferred  Securities Guarantee Agreement, 
      General Motors Capital Trust D.

      Exhibit 4(g)(ii) Series G Preferred Securities Guarantee Agreement, 
      General Motors Capital Trust G.

      Exhibit 4(h)(i) Series D Common  Securities  Guarantee  Agreement,  
      General  Motors Capital Trust D.

      Exhibit 4(h)(ii) Series G Common  Securities  Guarantee  Agreement,
      General Motors Capital Trust G.

                                    * * *
                                    - 2 -

                                   SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                            (Registrant)
Date    July 28, 1997
        -----------------
                                        By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 3 -