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 3, 2000
                                  ----------------




                           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.)




300 Renaissance Center, Detroit, Michigan                    48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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




















                                    - 1 -

ITEM 5. OTHER EVENTS

      On October  12,  2000,  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.  Following is
the  third  quarter  earnings  release  for  GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated October 11, 2000.

    GM REPORTS EARNINGS PER SHARE OF $1.55; NET INCOME TOTALS $829 MILLION

  -- Record third-quarter earnings per share of $1.55, up from $1.33 in the
     same quarter of 1999.
  -- Net income $829  million,  compared  with $877 million in year-ago
     third-quarter period.
  -- Record net income at GMAC and a net-income increase in North America.

     DETROIT -- General  Motors Corp.  (NYSE:  GM) today  reported $1.55 diluted
earnings per share of GM $1-2/3 par value  common stock in the third  quarter of
2000, an increase of more than 16 percent from $1.33 in the  prior-year  period.
The increase in earnings per share was primarily  due to the continued  focus on
improving shareholder returns through ongoing stock-repurchases.

     "We're  pleased  that  GMAC had  record  profits  and GM's  North  American
automotive operations generated continued strong results and posted improved net
income during the third  quarter  compared with the same period last year," said
GM Chairman John F. Smith, Jr. "However,  overall automotive net income was down
slightly in the third  quarter  primarily  due to the profit  decline in Europe,
which  along with the other  regions  faced  unrelenting  competitive  pressures
during the period."

     GM North America reported  third-quarter net income of $728 million, up 8.5
percent from $671 million in the third quarter of 1999.  "Demand  remains strong
in  the  North  American  market,  but  the  pricing  environment  is  extremely
competitive  and is forcing all players to accelerate  cost  reductions,"  Smith
said.

     GM President and Chief  Executive  Officer G. Richard  Wagoner,  Jr., noted
that in North America vehicle sales remained strong in the third quarter despite
production ramp-ups at two North American truck assembly plants that resulted in
lower truck  production.  Higher  incentives and other marketing costs were more
than offset by continued improvements in material and manufacturing costs.

     "These results reinforce the need to step-up our efforts to eliminate waste
and lower costs,"  Wagoner said. "But we will not take our eye off our objective
of becoming a fast-moving, innovative, product-focused company.

     "The industry continues to venture into new territory -- near-record demand
mixed with unprecedented price pressures and intensely strong competition on all
fronts.  It has  heightened  our sense of  urgency  to drive  toward  our vision
objectives," Wagoner said.

     Results in the European market were affected by a critical model changeover
-- the launch of the new  Opel/Vauxhall  Corsa,  GM's highest volume model. This
start-up combined with overall  unfavorable  country mix and intensifying  price
pressures hurt the European results.

     GM's Latin  America/Africa/Mid-East  region  posted its  fourth-consecutive
profitable  quarter  despite the start-up of GM's new assembly  plant in Brazil.
The modest loss in the Asia-Pacific  region was primarily due to the start-up at
GM Thailand.

                                    - 2 -


     Wagoner  said GM's  aggressive  future-product  plan and its global  growth
strategy would not be interrupted due to the challenging environment.

     "We're  focused  globally on  bringing  out  innovative  new  products  and
services that will delight our customers,  attract new ones and boost our bottom
line," Wagoner said.  "Examples  include the new Corsa and the pending launch of
the exciting  Opel/Vauxhall  Speedster in Europe. In North America,  there's the
coming debut of the Chevrolet  Avalanche with its unique  "midgate"  between the
spacious  cabin and cargo bed, the Buick  Rendezvous  "crossover"  sport-utility
vehicle (SUV),  and our all-new midsize SUVs, as well as the expansion of OnStar
services.

     "All of our  business  priorities  --  innovative  products  and  services,
e-business  leadership,   growth  in  the  Asian-Pacific  region  and  proactive
participation  in the  industry's  consolidation,  as  well as  strong  business
results -- remain unchanged," Wagoner said.

     GMAC delivered  record  third-quarter  results despite the impact of higher
short-term interest rates in North America and Europe. GMAC's mortgage operation
was the subsidiary's  biggest  contributor to the earnings  improvement,  due to
lower servicing costs and an increase in domestic mortgage originations.

     Hughes  Electronics'  net sales and revenues  increased 4.5 percent to $2.1
billion in the third  quarter,  from $2.0 billion in the same period a year ago.
"The increase was driven primarily by continued growth in the DIRECTV  business,
which added a record  450,000 net  subscribers  in the United  States during the
quarter," said GM Vice Chairman Harry J. Pearce.

     Pearce  added  that,  "Due  to  rapid   consolidation   in  the  media  and
telecommunications  industries,  GM is  now  considering  alternative  strategic
transactions  involving Hughes and other  participants in those industries.  Any
such  transaction  might involve the  separation of Hughes from General  Motors.
GM's objective in this effort is to maximize the enterprise  value of Hughes for
the long-term benefit of the holders of GM's Class H and $1-2/3 par value common
stocks  through a structure  that  maintains the  financial  strength of General
Motors." No assurance can be given that any transaction will be agreed upon with
any party or that other  conditions,  including  any  stockholder  or regulatory
approvals, will be satisfied.

     In the fourth  quarter this year, GM North America and GMAC are expected to
deliver  solid  results  consistent  with last  year's  performance  despite the
current  market  environment.  GM Europe is  facing a very  competitive  pricing
environment and is expected to remain in a continuing  significant loss position
in the fourth quarter, as are GM Asia Pacific and Hughes.

----------------------
In this news release,  use of the words  anticipate,  expect,  should,  believe,
plan, intensify,  overcome,  opportunities 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,  1999,
filed March 13, 2000, (at page II-20).

                                    # # #







                                    - 3 -



     HIGHLIGHTS - Q3 Summary Financial Highlights

                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                       $42.6     $42.8
                                                  ------    ------
     Consolidated net income
       (Dollars in millions)                        $829      $877
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $1.55     $1.33
       Class H                                    $(0.09)   $(0.04)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               12.5%     14.2%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.5     $16.7
     .............................................................
     Total $1-2/3 shares repurchased (3)
       (Shares in millions)                          3.8       2.9
     Cost of $1-2/3 shares acquired
       (Dollars in millions)                        $237      $202
     .............................................................


                                                 Net profit margins
                                                 Three Months Ended
                                                    September 30,
                                                --------------------
                                                     2000      1999
                                                 ---------  ---------

     GM North America (GMNA)                         2.8%      2.5%
     GM Europe (GME)                                (3.4%)     0.5%
     GM Latin America/Africa/Mid-East (GMLAAM)       2.0%     (3.0%)
     GM Asia/Pacific (GMAP)                         (1.1%)    (6.1%)

       Total GM Automotive (GMA)                     1.7%      1.7%

     Hughes                                         (4.2%)    (1.5%)

       Total Automotive, Communications
         Services, and Other Operations              1.2%      1.3%

     GMAC                                            6.7%      7.6%

     Consolidated net income                         1.9%      2.0%


     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
      (2)Total cash  includes  cash and  marketable  securities  as well as $3.0
         billion  invested  in  short-term   fixed  income   securities  of  the
         Corporation's Voluntary Employees' Beneficiary Association Trust.
      (3)Shares  repurchased  in 1999  were  part of the $4  billion  repurchase
         program and shares  repurchased  in 2000 were part of the $1.4  billion
         repurchase program.







                                - 4 -


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

                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues                $42,606   $42,794
                                                  ------    ------
     Consolidated net income                        $829      $877
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value                             $878      $866
       Class H                                      $(76)     $(17)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                            $1.57     $1.35
       Class H                                    $(0.09)   $(0.04) (2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value                            $1.55     $1.33
       Class H                                    $(0.09)   $(0.04) (2)
     .............................................................
     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,
                                2000         1999          1999
                              --------      -------      --------
       $1-2/3 par value        $40.09       $27.02         $20.59
       Class H                  $8.02        $5.40(2)       $4.12 (2)
     .............................................................



   See footnotes beginning on page 8.


                                              continues
































                                - 5 -


     HIGHLIGHTS - Q3 Net Income by Segment
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   2000       1999
                                                ---------  ---------

     GM North America (GMNA)                      $728        $671
     GM Europe (GME)                              (181)         32
     GM Latin America/Africa/Mid-East (GMLAAM)      31         (36)
     GM Asia/Pacific (GMAP)                        (10)        (54)
                                                 -----       -----
       Total GM Automotive (GMA)                  $568        $613
     Hughes (3)                                    (88)        (30)
     Other                                         (57)        (96)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations           $423        $487

     GMAC                                         $401        $393
     Other                                           5          (3)
                                                 -----       -----
       Total Financing and Insurance Operations   $406        $390
                                                 -----       -----
     Consolidated Net Income                      $829        $877
                                                 =====       =====
     Net profit margin from
      Total GM Automotive (GMA)                    1.7%        1.7%
      Consolidated net income                      1.9%        2.0%

                                              Three Months Ended
                                             September 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $26,171  $5,339   $1,524     $952
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,086   $(265)     $(9)     $(7)
     Income tax expense (benefit)       344     (81)     (27)      10
     Equity income/(loss) and
       minority interests               (14)      3       13        7
                                      -----   -----    -----      ---
     Net income (loss)                 $728   $(181)     $31     $(10)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.8%   (3.4%)   2.0%     (1.1%)
     Effective income tax rate         31.7%   30.6%  300.0%   (142.9%)

                                             Three Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $26,566  $6,391   $1,200     $884
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,008     $52     $(79)     $12
     Income tax expense (benefit)       336      19      (37)      11
     Equity income/(loss) and
       minority interests                (1)     (1)       6      (55)
                                      -----   -----    -----      ---
     Net income (loss)                 $671     $32     $(36)    $(54)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.5%    0.5%    (3.0%)   (6.1%)
     Effective income tax rate         33.3%   36.5%    46.8%    91.7%


See footnotes beginning on page 8.

                                                continues





                                - 6 -

     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                       September 30,
                                    ---------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             611          581
                        Trucks           563          618
                                      ------       ------
         Total United States           1,174        1,199
       Canada and Mexico                 154          142
                                      ------       ------
           Total GM North America      1,328        1,341
                                      ------       ------
       GME                               396          446
       GMLAAM                            181          141
       GMAP                              134          121
                                      ------       ------
         Total International             711          708
                                      ------       ------
             Total Worldwide           2,039        2,049
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  230          231
                 - Trucks                420          447
       Pontiac                           167          153
       GMC                               123          138
       Buick                             108          122
       Oldsmobile                         67           87
       Saturn                             71           61
       Cadillac                           51           46
       Other                              12           13
                                      ------       ------
         Total United States           1,249        1,298
       Canada and Mexico                 186          168
                                      ------       ------
         Total GM North America        1,435        1,466
                                      ------       ------
       GME                               413          483
       GMLAAM                            153          149
       GMAP                              128          121
                                      ------       ------
         Total International             694          753
                                      ------       ------
             Total Worldwide           2,129        2,219
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.2%        29.5%
         Trucks                         25.6%        28.2%
           Total                        27.4%        28.9%
       Total North America              27.4%        28.6%
       Total Europe                      8.9%         9.8%
       Latin America (4)                20.7%        20.0%
       Asia and Pacific                  4.0%         4.0%
             Total Worldwide            15.2%        15.9%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.6%        21.8%
       % Fleet Sales - Trucks           12.9%         9.5%
       Total vehicles                   21.3%        15.9%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               71           65
       Trucks                            105           82
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   87.7%        91.1%
      .....................................................
      GMNA
       Net Price (%)                    (0.3)%        0.4%
      .....................................................
       See footnotes beginning on page 8.
                                               continues
                                   - 7 -


     HIGHLIGHTS - Q3 Other Financial Information
     (Dollars in Millions)

                                      Three Months Ended
                                        September 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $1,002       $1,004
       Amortization of special tools     537          635
       Amortization of intangible
         assets                           57           78
                                      ------        -----
            Total                     $1,596       $1,717
                                      ======        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GMNA                              212          219
       GME                                90           82(5)
       GMLAAM                             24           23
       GMAP                               11           10
       Hughes                             18           18
       GMAC                               27           27
       Other                              13           12
                                      ------       ------
         Total                           395          391
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,229       $5,469
     ....................................................


      (1)Amounts exclude depreciation and amortization charges incurred by
         financing and insurance operations.
      (2)The  1999   earnings  per  share  and  book  value  per  share  amounts
         attributable  to the GM Class H common  stock were  restated to reflect
         the  three-for-one  stock split of the GM Class H common stock,  in the
         form of a 200% stock dividend, paid on June 30, 2000.
      (3)Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
      (4)Latin America excludes the Middle East and Africa.
      (5)1999 excludes Saab employees.





























                                    - 8 -


     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------
                                                  2000       1999
                                               ---------   ---------

     Total net sales and revenues               $138,207  $130,296
                                                 -------   -------
     Income from continuing operations            $4,363    $4,431
     Income from discontinued operations               -       426
                                                  ------    ------
     Consolidated net income                      $4,363    $4,857
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $4,424    $4,400
       Discontinued operations                         -       426
                                                  ------    ------
       $1-2/3 par value                           $4,424    $4,826
       Class H                                     $(144)     $(20)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $7.51     $6.79
       Discontinued operations                         -      0.66
                                                  ------    ------
       $1-2/3 par value                            $7.51     $7.45
       Class H                                    $(0.23)   $(0.06)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $7.37     $6.67
       Discontinued operations                         -      0.65
                                                  ------    ------
       $1-2/3 par value                            $7.37     $7.32
       Class H                                    $(0.23)   $(0.06)(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 Net Income by Segment
     (Dollars in Millions)
                                                   Income/(Loss)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------
                                                  2000        1999
                                               ---------    ---------
     GM North America (GMNA)                    $3,428      $3,575
     GM Europe (GME)                               206         393
     GM Latin America/Africa/Mid-East (GMLAAM)      42         (99)
     GM Asia/Pacific (GMAP)                       (126)       (195)
                                                 -----       -----
       Total GM Automotive (GMA)                $3,550      $3,674
     Hughes (3)                                   (229)        (44)
     Other                                        (162)       (387)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $3,159      $3,243

     GMAC                                       $1,193      $1,176
     Other                                          11          12
                                                 -----       -----
       Total Financing and Insurance Operations $1,204      $1,188
                                                 -----       -----
     Income from continuing operations          $4,363      $4,431
     Income from discontinued operations             -         426
                                                 -----       -----
     Consolidated Net Income                    $4,363      $4,857
                                                 =====       =====
     Net profit margin from
       Total GM Automotive (GMA)                   3.2%        3.4%
       Income from continuing operations           3.2%        3.4%

                                             Nine Months Ended
                                             September 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $85,984 $19,315   $4,282   $2,605
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,068    $362     $(77)     $26
     Income tax expense (benefit)     1,604     164      (74)      21
     Equity income/(loss) and
       minority interests               (36)      8       45     (131)
                                      -----  ------    -----    -----
     Net income (loss)               $3,428    $206      $42    $(126)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.0%    1.1%     1.0%    (4.8%)
     Effective income tax rate         31.6%   45.3%    96.1%    80.8%

                                             Nine Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $82,793 $19,669   $3,448   $2,246
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,264    $605    $(224)    $(49)
     Income tax expense (benefit)     1,685     208     (106)      (8)
     Equity income/(loss) and
       minority interests                (4)     (4)      19     (154)
                                      -----  ------    -----    -----
     Net income (loss)               $3,575    $393     $(99)   $(195)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.3%    2.0%    (2.9%)   (8.7%)
     Effective income tax rate         32.0%   34.4%    47.3%    16.3%

See footnotes beginning on page 12.
                                                continues





                               - 10 -



     HIGHLIGHTS - Q3 Operating Information
                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                      2000          1999
                                   ---------     --------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,917        1,916
                        Trucks         1,906        1,954
                                      ------       ------
         Total United States           3,823        3,870
       Canada and Mexico                 570          510
                                      ------       ------
           Total GM North America      4,393        4,380
                                      ------       ------
       GME                             1,434        1,471
       GMLAAM                            470          399
       GMAP                              345          312
                                      ------       ------
         Total International           2,249        2,182
                                      ------       ------
             Total Worldwide           6,642        6,562
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  706          683
                 - Trucks              1,342        1,299
       Pontiac                           487          485
       GMC                               412          408
       Buick                             322          357
       Oldsmobile                        225          282
       Saturn                            216          178
       Cadillac                          148          133
       Other                              29           31
                                      ------       ------
         Total United States           3,887        3,856
       Canada and Mexico                 541          512
                                      ------       ------
         Total GM North America        4,428        4,368
                                      ------       ------
       GME                             1,459        1,531
       GMLAAM                            436          401
       GMAP                              349          337
                                      ------       ------
         Total International           2,244        2,269
                                      ------       ------
             Total Worldwide           6,672        6,637
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.8%        30.3%
         Trucks                         27.1%        27.8%
           Total                        27.9%        29.1%
       Total North America              27.8%        28.9%
       Total Europe                      9.4%         9.8%
       Latin America (4)                20.2%        19.8%
       Asia and Pacific                  3.6%         3.7%
             Total Worldwide            15.2%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.5%        25.9%
       % Fleet Sales - Trucks           15.5%        13.3%
       Total vehicles                   21.7%        20.0%
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   89.9%        89.7%
      .....................................................

       See footnotes beginning on page 12.
                                               continues







                                  - 11 -


<PAGE>



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

                                      Nine Months Ended
                                        September 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $2,964       $3,075
       Amortization of special tools   1,852        1,889
       Amortization of intangible
         assets                          209          157
                                       -----        -----
            Total                     $5,025       $5,121
                                       =====        =====
     ....................................................

     Worldwide Payrolls              $16,589      $16,450
     ....................................................

      (1)Amounts exclude depreciation and amortization charges
         incurred by financing and insurance operations.
      (2)The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
      (3)Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
      (4)Latin America excludes the Middle East and Africa.









































                                    - 12 -


                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                        September 30,       September 30,
                                    ------------------    -----------------
                                      2000      1999       2000      1999
                                      ----      ----       ----      ----
                                (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues        $42,606   $42,794    $138,207  $130,296
                                     ------    ------     -------   -------
Cost of sales and other expenses     33,678    34,555     108,888   104,261
Selling, general, and
  administrative expenses             5,182     4,736      15,520    13,169
Interest expense                      2,480     1,985       7,066     5,624
                                    -------   -------   --------- ---------
  Total costs and expenses           41,340    41,276     131,474   123,054
                                     ------    ------     -------   -------
Income from continuing operations
  before income taxes and minority
  interests                           1,266     1,518       6,733     7,242
Income tax expense                      436       553       2,148     2,538
Equity income/(loss) and minority
  interests                              (1)      (88)       (222)     (273)
                                       ----     -----      ------    ------
Income from continuing operations       829       877       4,363     4,431
Income from discontinued operations       -         -           -       426
                                      -----     -----       -----     -----
  Net income                            829       877       4,363     4,857
Dividends on preference stocks          (27)      (28)        (83)      (51)
                                      -----     -----      ------    ------
  Earnings attributable to common
  stocks                               $802      $849      $4,280    $4,806
                                        ===       ===       =====     =====

Basic earnings (losses) per
  share attributable to
  common stocks
   $1-2/3 par value
  Continuing operations               $1.57     $1.35       $7.51     $6.79
  Discontinued operations                 -         -           -      0.66
                                      -----     -----       -----     -----
Earnings per share attributable
  to $1-2/3 par value                 $1.57     $1.35       $7.51     $7.45
                                      =====     =====       =====     =====

Earnings per share attributable
   to Class H                        $(0.09)   $(0.04)     $(0.23)   $(0.06)
                                     ======    ======      ======    ======

Earnings (losses) per
  share attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations               $1.55     $1.33       $7.37     $6.67
  Discontinued operations                 -         -           -      0.65
                                      -----     -----       -----     -----
Earnings per share attributable
  to $1-2/3 par value                 $1.55     $1.33       $7.37     $7.32
                                      =====     =====       =====     =====

Earnings per share attributable
   to Class H                        $(0.09)   $(0.04)     $(0.23)   $(0.06)
                                     ======    ======      ======    ======





























                                    - 13 -



                CONSOLIDATED STATEMENTS OF INCOME - concluded
                                 (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                      September 30,         September 30,
                                    ------------------    -----------------
                                      2000      1999       2000      1999
                                      ----      ----       ----      ----
                                              (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues        $36,602   $37,546    $120,667  $115,186
                                     ------    ------     -------   -------
Cost of sales and other expenses     31,827    32,894     103,408    99,404
Selling, general, and
  administrative expenses             3,765     3,486      11,304     9,648
                                      -----     -----      ------     -----
  Total costs and expenses           35,592    36,380     114,712   109,052
                                     ------    ------     -------   -------
Interest expense                        210       223         648       597
Net expense from transactions with
  Financing and Insurance Operations    197        85         508       245
                                        ---      ----      ------    ------
Income from continuing operations
  before income taxes and minority
  interests                             603       858       4,799     5,292
Income tax expense                      193       291       1,433     1,799
Equity income/(loss) and minority
  interests                              13       (80)       (207)     (250)
                                         --       ---        ----      ----
Income from continuing operations       423       487       3,159     3,243
Income from discontinued operations       -         -           -       426
                                        ---      ----       -----     -----
  Net income - Automotive,
    Communications Services,
    and Other Operations               $423      $487      $3,159    $3,669
                                        ===       ===       =====     =====



                                     Three Months Ended      Nine Months Ended
                                         September 30,          September 30,
                                      -----------------      ------------------
                                      2000        1999          2000      1999
                                      ----        ----          ----      ----
                                                 (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                       $6,004      $5,248     $17,540     $15,110
                                     ------      ------     -------     -------

Interest expense                      2,270       1,762       6,418       5,027
Depreciation and amortization
  expense                             1,474       1,371       4,480       3,918
Operating and other expenses          1,366       1,216       4,063       3,429
Provision for financing and
  insurance losses                      428         324       1,153       1,031
                                        ---         ---       -----       -----
  Total costs and expenses            5,538       4,673      16,114      13,405
                                      -----       -----      ------      ------
Net income from transactions with
  Automotive, Communications
  Services, and Other Operations        197          85         508         245
                                        ---          --         ---         ---
Income before income taxes and
  minority interests                    663         660       1,934       1,950
Income tax expense                      243         262         715         739
Equity income/(loss) and
  minority interests                    (14)         (8)        (15)        (23)
                                        ---          --         ---         ---
  Net income - Financing and
    Insurance Operations               $406        $390      $1,204      $1,188
                                       ====        ====      ======      ======















                                    - 14 -


<PAGE>



                         CONSOLIDATED BALANCE SHEETS
                                              Sept. 30,            Sept. 30,
                                                2000     Dec. 31,     1999
                                            (Unaudited)   1999    (Unaudited)
                                            -----------   ----    -----------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES       (Dollars in Millions)
              ASSETS

Automotive, Communications Services,
  and Other Operations
Cash and cash equivalents                      $9,351    $9,730      $12,056
Marketable securities                           1,176     1,698        1,666
                                              -------   -------      -------
  Total cash and marketable securities         10,527    11,428       13,722
Accounts and notes receivable
  (less allowances)                             5,975     5,093        5,480
Inventories (less allowances)                  11,300    10,638       10,603
Equipment on operating leases
  (less accumulated depreciation)               5,980     5,744        6,244
Deferred income taxes and other current assets  9,489     9,006        7,494
                                              -------   -------      -------
  Total current assets                         43,271    41,909       43,543
Equity in net assets of nonconsolidated
  associates                                    3,500     1,711        1,642
Property - net                                 34,036    32,779       31,761
Intangible assets - net                         8,651     8,527       12,338
Deferred income taxes                          13,309    15,277       17,139
Other assets                                   32,662    25,358       13,894
                                               ------    ------       ------
  Total Automotive, Comm. Serv., and Other
    Operations assets                         135,429   125,561      120,317
Financing and Insurance Operations
Cash and cash equivalents                         912       712          328
Investments in securities                       9,309     9,110        8,937
Finance receivables - net                      87,534    80,627       76,449
Investment in leases and other receivables     37,551    36,407       35,837
Other assets                                   24,864    21,312       20,589
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                          1,599     1,001          369
                                                -----     -----          ---
  Total Financing and Insurance Operations
    assets                                    161,769   149,169      142,509
                                              -------   -------      -------
Total assets                                 $297,198   274,730     $262,826
                                             ========   =======     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services, and
  Other Operations
Accounts payable (principally trade)          $18,190   $17,254      $16,323
Loans payable                                   3,321     1,991          695
Accrued expenses                               32,196    32,854       32,803
Net payable to Financing and Insurance
  Operations                                    1,599     1,001          369
                                               ------    ------       ------
  Total current liabilities                    55,306    53,100       50,190
Long-term debt                                  8,245     7,415        7,880
Postretirement benefits other than pensions    34,376    34,166       34,455
Pensions                                        3,226     3,339        3,179
Other liabilities and deferred income taxes    16,060    17,426       18,170
                                              -------   -------      -------
  Total Automotive, Communications Services,
    and Other Operations liabilities          117,213   115,446      113,874
Financing and Insurance Operations
Accounts payable                                5,316     4,262        4,587
Debt                                          129,325   122,282      115,329
Other liabilities and deferred income taxes    13,238    11,282       11,607
                                             --------  --------     --------
  Total Financing and Insurance Operations
    liabilities                               147,879   137,826      131,523
Minority interests                                670       596          635
General Motors - obligated mandatorily
  redeemable preferred securities of
  subsidiary trusts holding solely junior
  subordinated debentures of General Motors
    Series D                                        -        79           79
    Series G                                      139       139          140
Stockholders' equity
$1-2/3 par value common stock
  (issued, 565,371,465; 619,412,233
  and 642,050,210 shares)                         943     1,033        1,071
Class H common stock
  (issued, 874,807,080; 411,345,561 and
  405,587,898 shares)                              87        14           14
Capital surplus (principally additional
  paid-in capital)                             21,818    13,794       15,282
Retained earnings                              10,335     6,961        5,573
                                               ------   -------      -------
    Subtotal                                   33,183    21,802       21,940
Accumulated foreign currency translation
  adjustments                                  (2,480)   (2,033)      (1,969)
Net unrealized gains on securities                715       996          631
Minimum pension liability adjustment             (121)     (121)      (4,027)
                                               ------    ------     --------
    Accumulated comprehensive loss             (1,886)   (1,158)      (5,365)
                                               ------   -------     --------
      Total stockholders' equity               31,297    20,644       16,575
                                             --------  --------     --------
Total liabilities and stockholders' equity   $297,198  $274,730     $262,826
                                              =======   =======      =======




                                    - 15 -

<TABLE>

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

                                                       Nine Months Ended September 30,
                                                       -------------------------------
                                                     2000                          1999
                                                     ----                          ----
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and         Comm.Serv.        and
                                           and Other      Insurance      and Other      Insurance
                                           ---------      ---------      ---------      ---------
                                                           (Dollars in Millions)

<S>                                          <C>            <C>           <C>             <C>
Net cash provided by operating activities    $9,207         $4,746        $15,372         $9,883

Cash flows from investing activities
Expenditures for property                    (6,314)          (335)        (4,721)          (204)
Investments in marketable securities -
  acquisitions                               (2,425)       (18,198)        (3,481)       (16,089)
Investments in marketable securities -
  liquidations                                2,947         17,998          2,217         15,489
Mortgage servicing rights - acquisitions          -           (698)             -         (1,199)
Mortgage servicing rights - liquidations          -              -              -             34
Finance receivables - acquisitions                -       (140,295)             -       (139,165)
Finance receivables - liquidations                -         88,560              -        100,692
Proceeds from sales of finance receivables        -         43,407              -         35,120
Operating leases - acquisitions              (5,342)       (12,147)        (6,175)       (13,948)
Operating leases - liquidations               4,615          7,313          4,279          7,104
Investments in companies, net of cash
  acquired                                   (4,052)             -         (2,885)        (2,120)
Net investing activity with Financing and
  Insurance Operations                         (998)             -             75              -
Other                                          (558)           356           (831)           677
                                               ----            ---           ----            ---
Net cash used in investing activities       (12,127)       (14,039)       (11,522)       (13,609)
                                             ------         ------         ------         ------

Cash flows from financing activities
Net increase (decrease) in loans payable      1,255          1,121           (551)        (7,601)
Long-term debt-borrowings                     4,130         19,450          5,414         21,672
Long-term debt-repayments                    (4,213)       (11,482)        (4,632)       (10,536)
Net financing activity with Automotive,
  Communications Services,
  and Other Operations                            -            998              -            (75)
Repurchases of common and preference stocks    (652)             -         (2,149)             -
Proceeds from issuing common and preference
  stocks                                      2,778              -          1,905              -

Cash dividends paid to stockholders            (989)             -         (1,023)             -
                                              -----         ------          -----          -----
Net cash provided by (used in) financing
  activities                                  2,309         10,087         (1,036)         3,460
                                              -----         ------         ------          -----

Effect of exchange rate changes on cash and
  cash equivalents                             (365)             3           (167)             1
Net transactions with Automotive/Financing
  Operations                                    597           (597)          (447)           447
                                                ---           ----           ----            ---
Net cash (used in) provided by continuing
  operations                                   (379)           200          2,200            182
Net cash provided by discontinued operations      -              -            128              -
                                              -----          -----          -----          -----
Net (decrease) increase in cash and cash
  equivalents                                  (379)           200          2,328            182
Cash and cash equivalents at beginning
  of the period                               9,730            712          9,728            146
                                              -----            ---          -----            ---
Cash and cash equivalents at end
  of the period                              $9,351           $912        $12,056           $328
                                              =====            ===         ======            ===
</TABLE>
























                                    - 16 -


             HUGHES REPORTS THIRD QUARTER 2000 FINANCIAL RESULTS

Editor's note: Hughes invites reporters to participate in a listen-only mode
on its third quarter 2000 analyst call at 2 p.m. EDT Wednesday, Oct. 11.  The
dial-in number is 719-457-2622, and the confirmation code is 644450.

      El Segundo,  Calif.,  October 11, 2000 -- Hughes Electronics  Corporation,
the world's  leading  provider of digital  television  entertainment,  satellite
services and  satellite-based  private business  networks,  today reported third
quarter 2000 revenues increased 3.7% to $1,688.5 million, compared with $1,627.8
million in the third quarter of 1999.  EBITDA(1) for the quarter decreased 46.6%
to $107.9  million and EBITDA  margin(1) was 6.4%,  compared to EBITDA of $202.1
million and EBITDA  margin of 12.4% in the third  quarter of 1999.  Hughes had a
third  quarter  2000  loss(2) of $88.5  million,  compared to a loss(2) of $29.6
million in the same period for 1999.

      "Our  continued  investment  in  high-growth,   high-value  businesses  is
reflected in our reduced  earnings this quarter," said Michael T. Smith,  Hughes
chairman and chief executive  officer.  "And now that we have completed the sale
of our  satellite  manufacturing  businesses  to The  Boeing  Company,  we  have
received more than $3.0 billion in after-tax  proceeds which we will use to fuel
further growth and pay down debt."

      Smith continued,  "In the third quarter, some of our most exciting service
businesses  attained  significant  milestones.  DIRECTV(R)  had its  best  third
quarter ever for subscriber  growth in both the United States and Latin America.
We began  shipping the AOL Plus  Powered by  DirecPC(TM)  product;  we signed up
additional  distribution  partners,  including  Juno and Pegasus;  and we are on
schedule to introduce our two-way via-satellite DirecPC(TM) broadband service by
the end of the year. In addition,  PanAmSat  announced  its first  customers for
NET/36(TM), its satellite-based Internet broadcast network for content providers
seeking to deliver streaming video, audio and data to broadband customers."

                         NINE-MONTH FINANCIAL REVIEW

      For the first three quarters of 2000, revenues increased 35.4% to $5,228.6
million,  compared to $3,862.3 million in the same period last year. This growth
was  primarily the result of record  subscriber  growth at DIRECTV in the United
States  and  additional  revenues  resulting  from the United  States  Satellite
Broadcasting,  Inc. (USSB) and PRIMESTAR,  Inc. transactions,  as well as higher
outright sales and sales-type leases of transponders at PanAmSat.

      EBITDA for the first nine  months of 2000 was  $440.2  million  and EBITDA
margin was 8.4%, compared to EBITDA of $437.4 million and EBITDA margin of 11.3%
in the same  period  of 1999.  The  slight  increase  in  EBITDA  was  primarily
attributable to higher  outright sales and sales-type  leases of transponders at
PanAmSat,  offset by increased  losses in the DIRECTV  businesses  due to higher
marketing costs associated with the record  subscriber growth in both the United
States and Latin  America.  The decline in margin  resulted  from the  increased
marketing  expenses for the DIRECTV  services and the lower  margins  associated
with PanAmSat's outright sales and sales-type leases.

      For the first  nine  months of 2000,  losses(2)  totaled  $228.9  million,
compared to losses(2) of $43.6  million in 1999.  The higher loss was  primarily
due to increased  depreciation and amortization  resulting  principally from the
mid-1999  acquisitions of USSB and PRIMESTAR,  and higher net interest  expense.
Additionally,  in the first quarter of 2000,  Hughes  booked a one-time  pre-tax
charge of $171 million (reported in "Other,  net") related to its agreement with
SkyPerfecTV!  and  the  discontinuation  of  the  DIRECTV  Japan  business.  The
after-tax  impact of this charge was a loss of $13 million,  which  includes the
tax benefits associated with the write-off of Hughes' historical  investments in
DIRECTV Japan.
                                    - 17 -

                 SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2000

                           Direct-To-Home Broadcast

      Third quarter revenues for the segment increased 12.8% to $1,291.5 million
from  $1,144.6  million in the third  quarter of 1999.  The segment had negative
EBITDA of $17.7  million  compared  with  EBITDA of $55.1  million  in the third
quarter of 1999.

      United  States:  DIRECTV  reported  quarterly  revenues of $1,154  million
compared  with  revenues of $1,052  million  last year.  The increase was due to
continued  strong  subscriber  growth,  partially  offset  by the  impact of the
conclusion of the PRIMESTAR By DIRECTV medium-power service, as described below.

      DIRECTV added a record 450,000 net  subscribers to its high-power  DIRECTV
service in the quarter versus 423,000 net subscribers added in the third quarter
of 1999,  and converted  about 300,000  customers  from the PRIMESTAR By DIRECTV
medium-power  service.  While gross  subscriber  additions were up significantly
compared to the third quarter of 1999, net subscriber additions were impacted by
DIRECTV's  first-ever  price  increase  and  the  conclusion  of  the  PRIMESTAR
conversion process.

      As of September 30, 2000, DIRECTV had 9.0 million subscribers. Through the
first nine months of 2000, DIRECTV grew 37% in its core urban/suburban  markets,
which exclude those markets in the National Rural Telecommunications Cooperative
(NRTC) territories.

      EBITDA for the third quarter of 2000 was $36 million compared to EBITDA of
$86 million in last year's third quarter.  This decline was  principally  due to
higher  marketing  costs and the impact  from the  completion  of the  PRIMESTAR
conversion process.

      As a result of the PRIMESTAR  conversions,  DIRECTV no longer receives the
revenues  from the  PRIMESTAR  By  DIRECTV  customers  who  either  discontinued
service, or who converted but live in NRTC territories.  DIRECTV receives only a
small percentage of revenues from customers in these territories,  thus reducing
the revenues and EBITDA  attributable  to DIRECTV in the third  quarter of 2000.
Since  its  1999  acquisition  of  PRIMESTAR,   DIRECTV  converted  a  total  of
approximately 1.5 million customers to its high-power service. DIRECTV shut down
the PRIMESTAR By DIRECTV service on September 30,  2000--six months ahead of its
original schedule.

      Latin  America:  The DIRECTV  businesses in Latin America  generated  $136
million in revenues for the quarter, up 79% over the $76 million reported in the
third  quarter of 1999.  This  increase was due to continued  strong  subscriber
growth.

      The DIRECTV  service in Latin America added 126,000 net new subscribers in
the third quarter of 2000, an 88% increase over the 67,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 2000 was 1,136,000.

      The DIRECTV businesses in Latin America had negative EBITDA of $50 million
compared  to negative  EBITDA of $24  million  for the same period in 1999.  The
decline was primarily due to the impact of higher marketing expenses  associated
with the record subscriber growth.

      Japan: DIRECTV Japan's loss was $3 million for the quarter, compared
with a loss of $20 million in the third quarter of 1999. DIRECTV Japan ceased
broadcasting on September 30, 2000, and is on schedule to complete the
migration of customers to SkyPerfecTV! and the closure of the legal entity.


                                    - 18 -

                              Satellite Services

      PanAmSat,  which is 81% owned by  Hughes,  generated  third  quarter  2000
revenues of $199.3  million  compared  with $210.7  million in the prior  year's
period.  The 5.4% decrease was driven primarily by a third quarter 1999 one-time
customer payment of approximately $15 million associated with the termination of
a direct-to-home video services agreement in India.

      Third quarter 2000 EBITDA for the segment was $135.5  million  compared to
$169.0 million in the third quarter 1999, a 19.8% decrease. EBITDA margin in the
third  quarter of 2000 was 68.0%,  compared to 80.2% in the same period of 1999.
The  decrease  in EBITDA and EBITDA  margin was  primarily  due to the  one-time
customer  payment  received in the third  quarter of 1999; an increase in direct
operating costs and selling, general and administrative (SG&A) costs as a result
of the company's  continued  fleet  expansion;  and investment in the new NET/36
broadband Internet initiative.

      As of September 30, 2000,  PanAmSat had  contracts for satellite  services
representing future payments (backlog) of approximately $5.8 billion compared to
approximately  $6.0 billion in the second quarter of 2000.  This includes a $350
million  reduction in backlog  resulting  from  anomalies  on the Galaxy  VIII-i
satellite.  This  reduction  would be more  than  offset by  additional  backlog
generated by the Galaxy VIII-iR  replacement  satellite that will be constructed
if PanAmSat's agreement in principal with Galaxy Latin America is finalized.

                               Network Systems

      Hughes  Network  Systems'  (HNS's) third quarter 2000 revenues were $284.0
million,  compared to $426.2  million in the third quarter of 1999. The decrease
in revenues was  principally  due to lower sales of DIRECTV  receiver  equipment
associated  with the early  completion of the transition of PRIMESTAR By DIRECTV
subscribers to the  high-power  DIRECTV  service.  HNS shipped  470,000  DIRECTV
receiver systems in the third quarter of 2000,  compared to 730,000 units in the
same  period  last year.  The  discontinuation  of certain  narrowband  wireless
businesses, announced in January 2000, also contributed to the reduced revenues,
as did lower revenues in the mobile satellite network product line.

      In the quarter, HNS had EBITDA of $16.8 million and EBITDA margin of 5.9%,
compared  to EBITDA of $49.8  million and 11.7%  margin in the third  quarter of
1999.  The decline in EBITDA and EBITDA  margin is  attributable  to the reduced
revenues;  increased  investment in the upcoming launch of new DirecPC services,
including AOL Plus Powered by DirecPC;  and the elimination of DIRECTV equipment
subsidies from DIRECTV.  These  reductions were offset by a $21 million one-time
EBITDA gain that resulted from successful  negotiations with certain  narrowband
wireless customers for receivables previously written-off.

      New orders in the third  quarter of 2000 were $423  million,  compared  to
$295 million in the same period last year, driving backlog to approximately $1.3
billion as of September  30, 2000.  This  increase was  primarily  due to higher
sales of domestic VSAT (very small aperture  terminal) private business networks
to customers including Exxon/Mobile, CAIS Internet, Musicland and National Cable
Communications.  In  total,  these new  contracts  represent  more  than  14,000
additional  points of presence on HNS-built  networks.  Mobile satellite network
sales also contributed to the increase, and included a $150 million contract for
Inmarsat's next-generation ground infrastructure.






                                    - 19 -

                                BALANCE SHEET

      From December 31, 1999 to September 30, 2000,  the Company's  consolidated
cash balance  decreased $59.8 million to $178.4 million and total debt increased
$949.4  million to $3,090.8  million.  The principal cash  requirements  for the
first nine months of 2000 were related to general working  capital  requirements
and capital expenditures for property, plant, equipment and satellites.

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

      A live  webcast  of  Hughes'  third-quarter  2000  earnings  call  will be
available at the company's website at  www.hughes.com  or at www.vcall.com.  The
call will  begin at 2:00 p.m.  ET,  today.  Investors  are  advised  to allow 15
minutes  prior to the call to register  and  download  any  necessary  software.
Following  the  completion  of the call,  the  webcast  will be  archived on the
Investor Relations portion of the Hughes website for at least one week.

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.
---------------------
(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) Equals reported
Net Loss  excluding the effects of purchase  accounting  adjustments  related to
General Motors' acquisition of Hughes in 1985.



                                    # # #



























                                    - 20 -


STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Nine Months Ended
                                     Third Quarter           September 30,
                                   -----------------       -----------------
                                   2000        1999        2000        1999
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,485.5    $1,345.0    $4,523.3    $3,147.0
Product sales                      203.0       282.8       705.3       715.3
----------------------------------------------------------------------------
Total Revenues                   1,688.5     1,627.8     5,228.6     3,862.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other
  costs                            681.4       596.4     2,035.9     1,374.4
Cost of products sold              152.1       273.2       585.1       631.4
Selling, general and
  administrative expenses          747.1       556.1     2,167.4     1,419.1
Depreciation and amortization      238.3       208.8       673.1       480.1
----------------------------------------------------------------------------
Total Operating Costs and
  Expenses                       1,818.9     1,634.5     5,461.5     3,905.0
----------------------------------------------------------------------------

Operating Loss                    (130.4)       (6.7)     (232.9)      (42.7)

Interest income                      7.1         2.6        15.3        20.8
Interest expense                   (66.5)      (51.7)     (169.2)      (71.0)
Other, net                         (11.9)      (31.6)     (294.4)      (96.3)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (201.7)      (87.4)     (681.2)     (189.2)

Income tax benefit                 (77.8)      (36.8)     (354.4)      (59.7)
Minority interests in net losses
  of subsidiaries                   19.6         8.8        31.7        22.1
-----------------------------------------------------------------------------

Loss from continuing operations   (104.3)      (41.8)     (295.1)     (107.4)

Income from discontinued
  operations, net of taxes          10.5         6.9        50.3        47.9
----------------------------------------------------------------------------

Net Loss                           (93.8)      (34.9)     (244.8)      (59.5)

Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Loss Excluding the Effect of
   GM Purchase Accounting
   Adjustments                     (88.5)      (29.6)     (228.9)      (43.6)

Preferred stock dividends          (24.1)      (24.7)      (72.9)      (26.3)
-----------------------------------------------------------------------------

Loss Used for Computation of
   Available Separate
   Consolidated Net Income
   (Loss)                        $(112.6)     $(54.3)    $(301.8)     $(69.9)
=============================================================================

Available Separate Consolidated
  Net Income (Loss)
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      873.9       405.3       616.7       362.4
Average Class H dividend base
  (in millions) (Denominator)    1,297.8     1,286.7     1,296.5     1,244.1
Available Separate Consolidated
  Net Income (Loss)               $(75.8)     $(17.1)    $(143.6)     $(20.4)
=============================================================================
Certain 1999 amounts have been reclassified to conform with the 2000
presentation.

                                      - 21 -


BALANCE SHEET
(Dollars in Millions)
                                                   Sept. 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $178.4           $238.2
Accounts and notes receivable                       1,145.8            960.9
Contracts in process                                  130.1            155.8
Inventories                                           346.0            236.1
Net assets of discontinued operations               1,128.8          1,224.6
Deferred income taxes                                 537.8            254.3
Prepaid expenses and other                            931.4            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,398.3          3,858.0
Satellites, net                                     4,229.6          3,907.3
Property, net                                       1,588.1          1,223.0
Net Investment in Sales-type Leases                   227.5            146.1
Intangible Assets, net                              7,207.7          7,406.0
Investments and Other Assets                        2,380.3          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $20,031.5        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,149.5         $1,062.2
Deferred revenues                                     153.6            130.5
Short-term borrowings and current portion
  of long-term debt                                 1,133.9            555.4
Accrued liabilities and other                       1,312.6            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,749.6          2,642.1
Long-Term Debt                                      1,956.9          1,586.0
Other Liabilities and Deferred Credits              1,414.5          1,454.2
Deferred Income Taxes                                 947.2            689.1
Commitments and Contingencies
Minority Interests                                    574.3            544.3
Stockholder's Equity                               11,389.0         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $20,031.5        $18,597.0
============================================================================

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).
















                                      - 22 -


SELECTED SEGMENT DATA
(Dollars in Millions)

                                                        Nine Months Ended
                                    Third Quarter         September 30,
                                --------------------    -----------------
                                  2000        1999      2000         1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,291.5    $1,144.6  $3,717.5    $2,571.4
EBITDA (1)                        $(17.7)      $55.1    $(40.9)      $46.0
EBITDA Margin (1)                    N/A         4.8%      N/A         1.8%
Operating Loss                   $(150.1)     $(60.2)  $(410.9)    $(158.2)
Depreciation and Amortization     $132.4      $115.3    $370.0      $204.2
Capital Expenditures (2)          $262.0       $97.6    $649.1      $253.4
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $199.3      $210.7    $820.7      $604.6
EBITDA (1)                        $135.5      $169.0    $557.9      $465.9
EBITDA Margin (1)                   68.0%       80.2%     68.0%       77.1%
Operating Profit                   $52.0       $98.2    $319.1      $258.9
Operating Profit Margin             26.1%       46.6%     38.9%       42.8%
Depreciation and Amortization      $83.5       $70.8    $238.8      $207.0
Capital Expenditures (3)          $109.4      $347.8    $317.6      $823.0
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $284.0      $426.2  $1,020.3      $998.2
EBITDA (1)                         $16.8       $49.8     $34.4       $80.5
EBITDA Margin (1)                    5.9%       11.7%      3.4%        8.1%
Operating Profit (Loss)             $1.6       $31.3    $(15.4)      $23.1
Operating Profit Margin              0.6%        7.3%      N/A         2.3%
Depreciation and Amortization      $15.2       $18.5     $49.8       $57.4
Capital Expenditures (4)           $79.2       $38.4    $241.0      $111.2
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                    $(86.3)    $(153.7)  $(329.9)    $(311.9)
EBITDA (1)                        $(26.7)     $(71.8)  $(111.2)    $(155.0)
Operating Loss                    $(33.9)     $(76.0)  $(125.7)    $(166.5)
Depreciation and Amortization       $7.2        $4.2     $14.5       $11.5
Capital Expenditures              $(24.6)       $8.4     $(2.3)     $(42.2)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,688.5    $1,627.8  $5,228.6    $3,862.3
EBITDA (1)                        $107.9      $202.1    $440.2      $437.4
EBITDA Margin (1)                    6.4%       12.4%      8.4%       11.3%
Operating Loss                   $(130.4)      $(6.7)  $(232.9)     $(42.7)
Depreciation and Amortization     $238.3      $208.8    $673.1      $480.1
Capital Expenditures              $426.0      $492.2  $1,205.4    $1,145.4
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(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  expenditures  related to  satellites  amounting  to $37.5  million,
   $13.6 million, $73.2 million and $89.1 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $81.7  million,
   $93.2 million, $258.8 million and $408.8 million, respectively.  Also
   included in the third  quarter  and first nine  months of 1999 are $228.2
   million and $369.5    million,   respectively,   related  to  the  early
   buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $68.7  million,
   $28.0 million, $193.2 million and $74.9 million, respectively.










                                   - 23 --

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

      (c)  Exhibit

      Exhibit 3(ii) The By-Laws of General  Motors  Corporation,  was amended on
      October 3, 2000,  reflecting amendments to the second paragraph of Section
      3.1 of Article III;  the last  sentence of Section 3.2 of Article III; and
      adding Section 3.10, Administrative Committee, of Article III as described
      below:

      Section                       Amendment
      -------                       ---------

      3.1 Committees of the
      Board of Directors.
      Paragraph 2                   The following committees shall be
                                    standing committees of the board: the
                                    investment funds committee, the audit
                                    committee, the executive compensation
                                    committee, the public policy committee,
                                    the committee on director affairs,
                                    the capital stock committee and the
                                    -----------------------------------
                                    administrative committee.
                                    -------------------------

      3.2 Election and Vacancies.
      Last sentence                 No officer or other employee of the
                                    corporation shall be a member of any
                                    standing committee of the board, with the
                                    exception of the investment funds
                                    committee and the administrative
                                              -----------------------
                                    committee.
                                    ----------

      3.10 Administrative Committee.
      Added                         The board of directors shall select the
                                    members of the administrative committee
                                    and shall designate the chairman of the
                                    committee.  The committee shall have the
                                    authority and responsibility to act on
                                    behalf of the board with regard to
                                    matters submitted to the board of
                                    directors that pursuant to the Delegation
                                    of Authority adopted by the board of
                                    directors from time to time do not
                                    constitute issues within its sole
                                    jurisdiction.  Whenever the committee
                                    takes any action of this type, it shall
                                    report such action at the next meeting of
                                    the board of directors.  The committee
                                    shall have and may exercise such other
                                    powers, authority and responsibilities as
                                    may be determined by the board of
                                    directors.





















                                    -24 -


                                  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 12, 2000
        -----------------

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

















































                                  - 25 -
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "GM 3Q 2000 EARNINGS", "secsgml_size_bytes": 87726}]
{"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": "739097"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265"}}
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 3, 2000
                                  ----------------

                           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.)

300 Renaissance Center, Detroit, Michigan                    48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                    - 1 -

ITEM 5. OTHER EVENTS

      On October  12,  2000,  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.  Following is
the  third  quarter  earnings  release  for  GM,  and  their  subsidiary  Hughes
Electronics Corporation's (Hughes) earnings release dated October 11, 2000.

    GM REPORTS EARNINGS PER SHARE OF $1.55; NET INCOME TOTALS $829 MILLION

  -- Record third-quarter earnings per share of $1.55, up from $1.33 in the
     same quarter of 1999.
  -- Net income $829  million,  compared  with $877 million in year-ago
     third-quarter period.
  -- Record net income at GMAC and a net-income increase in North America.

     DETROIT -- General  Motors Corp.  (NYSE:  GM) today  reported $1.55 diluted
earnings per share of GM $1-2/3 par value  common stock in the third  quarter of
2000, an increase of more than 16 percent from $1.33 in the  prior-year  period.
The increase in earnings per share was primarily  due to the continued  focus on
improving shareholder returns through ongoing stock-repurchases.

     "We're  pleased  that  GMAC had  record  profits  and GM's  North  American
automotive operations generated continued strong results and posted improved net
income during the third  quarter  compared with the same period last year," said
GM Chairman John F. Smith, Jr. "However,  overall automotive net income was down
slightly in the third  quarter  primarily  due to the profit  decline in Europe,
which  along with the other  regions  faced  unrelenting  competitive  pressures
during the period."

     GM North America reported  third-quarter net income of $728 million, up 8.5
percent from $671 million in the third quarter of 1999.  "Demand  remains strong
in  the  North  American  market,  but  the  pricing  environment  is  extremely
competitive  and is forcing all players to accelerate  cost  reductions,"  Smith
said.

     GM President and Chief  Executive  Officer G. Richard  Wagoner,  Jr., noted
that in North America vehicle sales remained strong in the third quarter despite
production ramp-ups at two North American truck assembly plants that resulted in
lower truck  production.  Higher  incentives and other marketing costs were more
than offset by continued improvements in material and manufacturing costs.

     "These results reinforce the need to step-up our efforts to eliminate waste
and lower costs,"  Wagoner said. "But we will not take our eye off our objective
of becoming a fast-moving, innovative, product-focused company.

     "The industry continues to venture into new territory -- near-record demand
mixed with unprecedented price pressures and intensely strong competition on all
fronts.  It has  heightened  our sense of  urgency  to drive  toward  our vision
objectives," Wagoner said.

     Results in the European market were affected by a critical model changeover
-- the launch of the new  Opel/Vauxhall  Corsa,  GM's highest volume model. This
start-up combined with overall  unfavorable  country mix and intensifying  price
pressures hurt the European results.

     GM's Latin  America/Africa/Mid-East  region  posted its  fourth-consecutive
profitable  quarter  despite the start-up of GM's new assembly  plant in Brazil.
The modest loss in the Asia-Pacific  region was primarily due to the start-up at
GM Thailand.

                                    - 2 -

     Wagoner  said GM's  aggressive  future-product  plan and its global  growth
strategy would not be interrupted due to the challenging environment.

     "We're  focused  globally on  bringing  out  innovative  new  products  and
services that will delight our customers,  attract new ones and boost our bottom
line," Wagoner said.  "Examples  include the new Corsa and the pending launch of
the exciting  Opel/Vauxhall  Speedster in Europe. In North America,  there's the
coming debut of the Chevrolet  Avalanche with its unique  "midgate"  between the
spacious  cabin and cargo bed, the Buick  Rendezvous  "crossover"  sport-utility
vehicle (SUV),  and our all-new midsize SUVs, as well as the expansion of OnStar
services.

     "All of our  business  priorities  --  innovative  products  and  services,
e-business  leadership,   growth  in  the  Asian-Pacific  region  and  proactive
participation  in the  industry's  consolidation,  as  well as  strong  business
results -- remain unchanged," Wagoner said.

     GMAC delivered  record  third-quarter  results despite the impact of higher
short-term interest rates in North America and Europe. GMAC's mortgage operation
was the subsidiary's  biggest  contributor to the earnings  improvement,  due to
lower servicing costs and an increase in domestic mortgage originations.

     Hughes  Electronics'  net sales and revenues  increased 4.5 percent to $2.1
billion in the third  quarter,  from $2.0 billion in the same period a year ago.
"The increase was driven primarily by continued growth in the DIRECTV  business,
which added a record  450,000 net  subscribers  in the United  States during the
quarter," said GM Vice Chairman Harry J. Pearce.

     Pearce  added  that,  "Due  to  rapid   consolidation   in  the  media  and
telecommunications  industries,  GM is  now  considering  alternative  strategic
transactions  involving Hughes and other  participants in those industries.  Any
such  transaction  might involve the  separation of Hughes from General  Motors.
GM's objective in this effort is to maximize the enterprise  value of Hughes for
the long-term benefit of the holders of GM's Class H and $1-2/3 par value common
stocks  through a structure  that  maintains the  financial  strength of General
Motors." No assurance can be given that any transaction will be agreed upon with
any party or that other  conditions,  including  any  stockholder  or regulatory
approvals, will be satisfied.

     In the fourth  quarter this year, GM North America and GMAC are expected to
deliver  solid  results  consistent  with last  year's  performance  despite the
current  market  environment.  GM Europe is  facing a very  competitive  pricing
environment and is expected to remain in a continuing  significant loss position
in the fourth quarter, as are GM Asia Pacific and Hughes.

----------------------
In this news release,  use of the words  anticipate,  expect,  should,  believe,
plan, intensify,  overcome,  opportunities 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,  1999,
filed March 13, 2000, (at page II-20).

                                    # # #

                                    - 3 -

     HIGHLIGHTS - Q3 Summary Financial Highlights

                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues
       (Dollars in billions)                       $42.6     $42.8
                                                  ------    ------
     Consolidated net income
       (Dollars in millions)                        $829      $877
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution

       $1-2/3 par value                            $1.55     $1.33
       Class H                                    $(0.09)   $(0.04)(1)
     .............................................................
     Return on net assets (RONA) for continuing
     operations on a four quarter rolling average
     excluding Hughes                               12.5%     14.2%
     .............................................................
     Total Cash (Dollars in billions)(2)           $13.5     $16.7
     .............................................................
     Total $1-2/3 shares repurchased (3)
       (Shares in millions)                          3.8       2.9
     Cost of $1-2/3 shares acquired
       (Dollars in millions)                        $237      $202
     .............................................................

                                                 Net profit margins
                                                 Three Months Ended
                                                    September 30,
                                                --------------------
                                                     2000      1999
                                                 ---------  ---------

     GM North America (GMNA)                         2.8%      2.5%
     GM Europe (GME)                                (3.4%)     0.5%
     GM Latin America/Africa/Mid-East (GMLAAM)       2.0%     (3.0%)
     GM Asia/Pacific (GMAP)                         (1.1%)    (6.1%)

       Total GM Automotive (GMA)                     1.7%      1.7%

     Hughes                                         (4.2%)    (1.5%)

       Total Automotive, Communications
         Services, and Other Operations              1.2%      1.3%

     GMAC                                            6.7%      7.6%

     Consolidated net income                         1.9%      2.0%

     (1) The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
      (2)Total cash  includes  cash and  marketable  securities  as well as $3.0
         billion  invested  in  short-term   fixed  income   securities  of  the
         Corporation's Voluntary Employees' Beneficiary Association Trust.
      (3)Shares  repurchased  in 1999  were  part of the $4  billion  repurchase
         program and shares  repurchased  in 2000 were part of the $1.4  billion
         repurchase program.

                                - 4 -

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

                                                   2000       1999
                                                ---------  ---------

     Total net sales and revenues                $42,606   $42,794
                                                  ------    ------
     Consolidated net income                        $829      $877
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value                             $878      $866
       Class H                                      $(76)     $(17)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value                            $1.57     $1.35
       Class H                                    $(0.09)   $(0.04) (2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value                            $1.55     $1.33
       Class H                                    $(0.09)   $(0.04) (2)
     .............................................................
     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,
                                2000         1999          1999
                              --------      -------      --------
       $1-2/3 par value        $40.09       $27.02         $20.59
       Class H                  $8.02        $5.40(2)       $4.12 (2)
     .............................................................

   See footnotes beginning on page 8.

                                              continues

                                - 5 -

     HIGHLIGHTS - Q3 Net Income by Segment
     (Dollars in Millions)
                                                     Income/(Loss)
                                                 Three Months Ended
                                                    September 30,
                                               ---------------------

                                                   2000       1999
                                                ---------  ---------

     GM North America (GMNA)                      $728        $671
     GM Europe (GME)                              (181)         32
     GM Latin America/Africa/Mid-East (GMLAAM)      31         (36)
     GM Asia/Pacific (GMAP)                        (10)        (54)
                                                 -----       -----
       Total GM Automotive (GMA)                  $568        $613
     Hughes (3)                                    (88)        (30)
     Other                                         (57)        (96)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations           $423        $487

     GMAC                                         $401        $393
     Other                                           5          (3)
                                                 -----       -----
       Total Financing and Insurance Operations   $406        $390
                                                 -----       -----
     Consolidated Net Income                      $829        $877
                                                 =====       =====
     Net profit margin from
      Total GM Automotive (GMA)                    1.7%        1.7%
      Consolidated net income                      1.9%        2.0%

                                              Three Months Ended
                                             September 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $26,171  $5,339   $1,524     $952
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,086   $(265)     $(9)     $(7)
     Income tax expense (benefit)       344     (81)     (27)      10
     Equity income/(loss) and
       minority interests               (14)      3       13        7
                                      -----   -----    -----      ---
     Net income (loss)                 $728   $(181)     $31     $(10)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.8%   (3.4%)   2.0%     (1.1%)
     Effective income tax rate         31.7%   30.6%  300.0%   (142.9%)

                                             Three Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $26,566  $6,391   $1,200     $884
                                     ------   -----    -----      ---
     Pre-tax income (loss)           $1,008     $52     $(79)     $12
     Income tax expense (benefit)       336      19      (37)      11
     Equity income/(loss) and
       minority interests                (1)     (1)       6      (55)
                                      -----   -----    -----      ---
     Net income (loss)                 $671     $32     $(36)    $(54)
                                      =====   =====    =====      ===

     Net profit (loss) margin           2.5%    0.5%    (3.0%)   (6.1%)
     Effective income tax rate         33.3%   36.5%    46.8%    91.7%

See footnotes beginning on page 8.

                                                continues

                                - 6 -

     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                       September 30,
                                    ---------------------
                                       2000         1999
                                      -------      -------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             611          581
                        Trucks           563          618
                                      ------       ------
         Total United States           1,174        1,199
       Canada and Mexico                 154          142
                                      ------       ------
           Total GM North America      1,328        1,341
                                      ------       ------
       GME                               396          446
       GMLAAM                            181          141
       GMAP                              134          121
                                      ------       ------
         Total International             711          708
                                      ------       ------
             Total Worldwide           2,039        2,049
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  230          231
                 - Trucks                420          447
       Pontiac                           167          153
       GMC                               123          138
       Buick                             108          122
       Oldsmobile                         67           87
       Saturn                             71           61
       Cadillac                           51           46
       Other                              12           13
                                      ------       ------
         Total United States           1,249        1,298
       Canada and Mexico                 186          168
                                      ------       ------
         Total GM North America        1,435        1,466
                                      ------       ------
       GME                               413          483
       GMLAAM                            153          149
       GMAP                              128          121
                                      ------       ------
         Total International             694          753
                                      ------       ------
             Total Worldwide           2,129        2,219
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           29.2%        29.5%
         Trucks                         25.6%        28.2%
           Total                        27.4%        28.9%
       Total North America              27.4%        28.6%
       Total Europe                      8.9%         9.8%
       Latin America (4)                20.7%        20.0%
       Asia and Pacific                  4.0%         4.0%
             Total Worldwide            15.2%        15.9%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             28.6%        21.8%
       % Fleet Sales - Trucks           12.9%         9.5%
       Total vehicles                   21.3%        15.9%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               71           65
       Trucks                            105           82
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   87.7%        91.1%
      .....................................................
      GMNA
       Net Price (%)                    (0.3)%        0.4%
      .....................................................
       See footnotes beginning on page 8.
                                               continues
                                   - 7 -

     HIGHLIGHTS - Q3 Other Financial Information
     (Dollars in Millions)

                                      Three Months Ended
                                        September 30,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $1,002       $1,004
       Amortization of special tools     537          635
       Amortization of intangible
         assets                           57           78
                                      ------        -----
            Total                     $1,596       $1,717
                                      ======        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GMNA                              212          219
       GME                                90           82(5)
       GMLAAM                             24           23
       GMAP                               11           10
       Hughes                             18           18
       GMAC                               27           27
       Other                              13           12
                                      ------       ------
         Total                           395          391
                                      ======       ======
     ....................................................
     Worldwide Payrolls               $5,229       $5,469
     ....................................................

      (1)Amounts exclude depreciation and amortization charges incurred by
         financing and insurance operations.
      (2)The  1999   earnings  per  share  and  book  value  per  share  amounts
         attributable  to the GM Class H common  stock were  restated to reflect
         the  three-for-one  stock split of the GM Class H common stock,  in the
         form of a 200% stock dividend, paid on June 30, 2000.
      (3)Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
      (4)Latin America excludes the Middle East and Africa.
      (5)1999 excludes Saab employees.

                                    - 8 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------
                                                  2000       1999
                                               ---------   ---------

     Total net sales and revenues               $138,207  $130,296
                                                 -------   -------
     Income from continuing operations            $4,363    $4,431
     Income from discontinued operations               -       426
                                                  ------    ------
     Consolidated net income                      $4,363    $4,857
     .............................................................
      Earnings Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                      $4,424    $4,400
       Discontinued operations                         -       426
                                                  ------    ------
       $1-2/3 par value                           $4,424    $4,826
       Class H                                     $(144)     $(20)
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value
       Continuing operations                       $7.51     $6.79
       Discontinued operations                         -      0.66
                                                  ------    ------
       $1-2/3 par value                            $7.51     $7.45
       Class H                                    $(0.23)   $(0.06)(2)
     .............................................................
     Earnings Per Share Attributable to Common Stocks Assuming
     Dilution
       $1-2/3 par value
       Continuing operations                       $7.37     $6.67
       Discontinued operations                         -      0.65
                                                  ------    ------
       $1-2/3 par value                            $7.37     $7.32
       Class H                                    $(0.23)   $(0.06)(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 Net Income by Segment
     (Dollars in Millions)
                                                   Income/(Loss)
                                                 Nine Months Ended
                                                   September 30,
                                               ---------------------
                                                  2000        1999
                                               ---------    ---------
     GM North America (GMNA)                    $3,428      $3,575
     GM Europe (GME)                               206         393
     GM Latin America/Africa/Mid-East (GMLAAM)      42         (99)
     GM Asia/Pacific (GMAP)                       (126)       (195)
                                                 -----       -----
       Total GM Automotive (GMA)                $3,550      $3,674
     Hughes (3)                                   (229)        (44)
     Other                                        (162)       (387)
                                                 -----       -----
       Total Automotive, Communications
         Services, and Other Operations         $3,159      $3,243

     GMAC                                       $1,193      $1,176
     Other                                          11          12
                                                 -----       -----
       Total Financing and Insurance Operations $1,204      $1,188
                                                 -----       -----
     Income from continuing operations          $4,363      $4,431
     Income from discontinued operations             -         426
                                                 -----       -----
     Consolidated Net Income                    $4,363      $4,857
                                                 =====       =====
     Net profit margin from
       Total GM Automotive (GMA)                   3.2%        3.4%
       Income from continuing operations           3.2%        3.4%

                                             Nine Months Ended
                                             September 30, 2000
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $85,984 $19,315   $4,282   $2,605
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,068    $362     $(77)     $26
     Income tax expense (benefit)     1,604     164      (74)      21
     Equity income/(loss) and
       minority interests               (36)      8       45     (131)
                                      -----  ------    -----    -----
     Net income (loss)               $3,428    $206      $42    $(126)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.0%    1.1%     1.0%    (4.8%)
     Effective income tax rate         31.6%   45.3%    96.1%    80.8%

                                             Nine Months Ended
                                             September 30, 1999
                                      --------------------------------
                                       GMNA   GME     GMLAAM    GMAP
                                      -----  ------   ------   ------

     Total net sales and revenues   $82,793 $19,669   $3,448   $2,246
                                     ------  ------    -----    -----
     Pre-tax income (loss)           $5,264    $605    $(224)    $(49)
     Income tax expense (benefit)     1,685     208     (106)      (8)
     Equity income/(loss) and
       minority interests                (4)     (4)      19     (154)
                                      -----  ------    -----    -----
     Net income (loss)               $3,575    $393     $(99)   $(195)
                                      =====  ======    =====    =====

     Net profit (loss) margin           4.3%    2.0%    (2.9%)   (8.7%)
     Effective income tax rate         32.0%   34.4%    47.3%    16.3%

See footnotes beginning on page 12.
                                                continues

                               - 10 -

     HIGHLIGHTS - Q3 Operating Information
                                     Nine Months Ended
                                       September 30,
                                   ----------------------
                                      2000          1999
                                   ---------     --------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           1,917        1,916
                        Trucks         1,906        1,954
                                      ------       ------
         Total United States           3,823        3,870
       Canada and Mexico                 570          510
                                      ------       ------
           Total GM North America      4,393        4,380
                                      ------       ------
       GME                             1,434        1,471
       GMLAAM                            470          399
       GMAP                              345          312
                                      ------       ------
         Total International           2,249        2,182
                                      ------       ------
             Total Worldwide           6,642        6,562
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  706          683
                 - Trucks              1,342        1,299
       Pontiac                           487          485
       GMC                               412          408
       Buick                             322          357
       Oldsmobile                        225          282
       Saturn                            216          178
       Cadillac                          148          133
       Other                              29           31
                                      ------       ------
         Total United States           3,887        3,856
       Canada and Mexico                 541          512
                                      ------       ------
         Total GM North America        4,428        4,368
                                      ------       ------
       GME                             1,459        1,531
       GMLAAM                            436          401
       GMAP                              349          337
                                      ------       ------
         Total International           2,244        2,269
                                      ------       ------
             Total Worldwide           6,672        6,637
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           28.8%        30.3%
         Trucks                         27.1%        27.8%
           Total                        27.9%        29.1%
       Total North America              27.8%        28.9%
       Total Europe                      9.4%         9.8%
       Latin America (4)                20.2%        19.8%
       Asia and Pacific                  3.6%         3.7%
             Total Worldwide            15.2%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             27.5%        25.9%
       % Fleet Sales - Trucks           15.5%        13.3%
       Total vehicles                   21.7%        20.0%
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)   89.9%        89.7%
      .....................................................

       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,
                                   ----------------------
                                      2000         1999
                                   ---------   ----------

     Depreciation and Amortization (1)
       Depreciation                   $2,964       $3,075
       Amortization of special tools   1,852        1,889
       Amortization of intangible
         assets                          209          157
                                       -----        -----
            Total                     $5,025       $5,121
                                       =====        =====
     ....................................................

     Worldwide Payrolls              $16,589      $16,450
     ....................................................

      (1)Amounts exclude depreciation and amortization charges
         incurred by financing and insurance operations.
      (2)The 1999  earnings  per  share  amount  attributable  to the GM Class H
         common stock was restated to reflect the  three-for-one  stock split of
         the GM Class H common stock, in the form of a 200% stock dividend, paid
         on June 30, 2000.
      (3)Excludes  the effects of  purchase  accounting  adjustments  related to
         General  Motors'  acquisition  of Hughes in 1985,  and excludes  Hughes
         Series A Preferred Stock dividends payable to General Motors.
      (4)Latin America excludes the Middle East and Africa.

                                    - 12 -

                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                        September 30,       September 30,
                                    ------------------    -----------------
                                      2000      1999       2000      1999
                                      ----      ----       ----      ----
                                (Dollars in Millions Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues        $42,606   $42,794    $138,207  $130,296
                                     ------    ------     -------   -------
Cost of sales and other expenses     33,678    34,555     108,888   104,261
Selling, general, and
  administrative expenses             5,182     4,736      15,520    13,169
Interest expense                      2,480     1,985       7,066     5,624
                                    -------   -------   --------- ---------
  Total costs and expenses           41,340    41,276     131,474   123,054
                                     ------    ------     -------   -------
Income from continuing operations
  before income taxes and minority
  interests                           1,266     1,518       6,733     7,242
Income tax expense                      436       553       2,148     2,538
Equity income/(loss) and minority
  interests                              (1)      (88)       (222)     (273)
                                       ----     -----      ------    ------
Income from continuing operations       829       877       4,363     4,431
Income from discontinued operations       -         -           -       426
                                      -----     -----       -----     -----
  Net income                            829       877       4,363     4,857
Dividends on preference stocks          (27)      (28)        (83)      (51)
                                      -----     -----      ------    ------
  Earnings attributable to common
  stocks                               $802      $849      $4,280    $4,806
                                        ===       ===       =====     =====

Basic earnings (losses) per
  share attributable to
  common stocks
   $1-2/3 par value
  Continuing operations               $1.57     $1.35       $7.51     $6.79
  Discontinued operations                 -         -           -      0.66
                                      -----     -----       -----     -----
Earnings per share attributable
  to $1-2/3 par value                 $1.57     $1.35       $7.51     $7.45
                                      =====     =====       =====     =====

Earnings per share attributable
   to Class H                        $(0.09)   $(0.04)     $(0.23)   $(0.06)
                                     ======    ======      ======    ======

Earnings (losses) per
  share attributable to common
  stocks assuming dilution
$1-2/3 par value
  Continuing operations               $1.55     $1.33       $7.37     $6.67
  Discontinued operations                 -         -           -      0.65
                                      -----     -----       -----     -----
Earnings per share attributable
  to $1-2/3 par value                 $1.55     $1.33       $7.37     $7.32
                                      =====     =====       =====     =====

Earnings per share attributable
   to Class H                        $(0.09)   $(0.04)     $(0.23)   $(0.06)
                                     ======    ======      ======    ======

                                    - 13 -

                CONSOLIDATED STATEMENTS OF INCOME - concluded
                                 (Unaudited)

                                    Three Months Ended    Nine Months Ended
                                      September 30,         September 30,
                                    ------------------    -----------------
                                      2000      1999       2000      1999
                                      ----      ----       ----      ----
                                              (Dollars in Millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues        $36,602   $37,546    $120,667  $115,186
                                     ------    ------     -------   -------
Cost of sales and other expenses     31,827    32,894     103,408    99,404
Selling, general, and
  administrative expenses             3,765     3,486      11,304     9,648
                                      -----     -----      ------     -----
  Total costs and expenses           35,592    36,380     114,712   109,052
                                     ------    ------     -------   -------
Interest expense                        210       223         648       597
Net expense from transactions with
  Financing and Insurance Operations    197        85         508       245
                                        ---      ----      ------    ------
Income from continuing operations
  before income taxes and minority
  interests                             603       858       4,799     5,292
Income tax expense                      193       291       1,433     1,799
Equity income/(loss) and minority
  interests                              13       (80)       (207)     (250)
                                         --       ---        ----      ----
Income from continuing operations       423       487       3,159     3,243
Income from discontinued operations       -         -           -       426
                                        ---      ----       -----     -----
  Net income - Automotive,
    Communications Services,
    and Other Operations               $423      $487      $3,159    $3,669
                                        ===       ===       =====     =====

                                     Three Months Ended      Nine Months Ended
                                         September 30,          September 30,
                                      -----------------      ------------------
                                      2000        1999          2000      1999
                                      ----        ----          ----      ----
                                                 (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS

Total revenues                       $6,004      $5,248     $17,540     $15,110
                                     ------      ------     -------     -------

Interest expense                      2,270       1,762       6,418       5,027
Depreciation and amortization
  expense                             1,474       1,371       4,480       3,918
Operating and other expenses          1,366       1,216       4,063       3,429
Provision for financing and
  insurance losses                      428         324       1,153       1,031
                                        ---         ---       -----       -----
  Total costs and expenses            5,538       4,673      16,114      13,405
                                      -----       -----      ------      ------
Net income from transactions with
  Automotive, Communications
  Services, and Other Operations        197          85         508         245
                                        ---          --         ---         ---
Income before income taxes and
  minority interests                    663         660       1,934       1,950
Income tax expense                      243         262         715         739
Equity income/(loss) and
  minority interests                    (14)         (8)        (15)        (23)
                                        ---          --         ---         ---
  Net income - Financing and
    Insurance Operations               $406        $390      $1,204      $1,188
                                       ====        ====      ======      ======

                                    - 14 -
CONSOLIDATED BALANCE SHEETS
                                              Sept. 30,            Sept. 30,
                                                2000     Dec. 31,     1999
                                            (Unaudited)   1999    (Unaudited)
                                            -----------   ----    -----------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES       (Dollars in Millions)
              ASSETS

Automotive, Communications Services,
  and Other Operations
Cash and cash equivalents                      $9,351    $9,730      $12,056
Marketable securities                           1,176     1,698        1,666
                                              -------   -------      -------
  Total cash and marketable securities         10,527    11,428       13,722
Accounts and notes receivable
  (less allowances)                             5,975     5,093        5,480
Inventories (less allowances)                  11,300    10,638       10,603
Equipment on operating leases
  (less accumulated depreciation)               5,980     5,744        6,244
Deferred income taxes and other current assets  9,489     9,006        7,494
                                              -------   -------      -------
  Total current assets                         43,271    41,909       43,543
Equity in net assets of nonconsolidated
  associates                                    3,500     1,711        1,642
Property - net                                 34,036    32,779       31,761
Intangible assets - net                         8,651     8,527       12,338
Deferred income taxes                          13,309    15,277       17,139
Other assets                                   32,662    25,358       13,894
                                               ------    ------       ------
  Total Automotive, Comm. Serv., and Other
    Operations assets                         135,429   125,561      120,317
Financing and Insurance Operations
Cash and cash equivalents                         912       712          328
Investments in securities                       9,309     9,110        8,937
Finance receivables - net                      87,534    80,627       76,449
Investment in leases and other receivables     37,551    36,407       35,837
Other assets                                   24,864    21,312       20,589
Net receivable from Automotive, Comm. Serv.,
  and Other Operations                          1,599     1,001          369
                                                -----     -----          ---
  Total Financing and Insurance Operations
    assets                                    161,769   149,169      142,509
                                              -------   -------      -------
Total assets                                 $297,198   274,730     $262,826
                                             ========   =======     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services, and
  Other Operations
Accounts payable (principally trade)          $18,190   $17,254      $16,323
Loans payable                                   3,321     1,991          695
Accrued expenses                               32,196    32,854       32,803
Net payable to Financing and Insurance
  Operations                                    1,599     1,001          369
                                               ------    ------       ------
  Total current liabilities                    55,306    53,100       50,190
Long-term debt                                  8,245     7,415        7,880
Postretirement benefits other than pensions    34,376    34,166       34,455
Pensions                                        3,226     3,339        3,179
Other liabilities and deferred income taxes    16,060    17,426       18,170
                                              -------   -------      -------
  Total Automotive, Communications Services,
    and Other Operations liabilities          117,213   115,446      113,874
Financing and Insurance Operations
Accounts payable                                5,316     4,262        4,587
Debt                                          129,325   122,282      115,329
Other liabilities and deferred income taxes    13,238    11,282       11,607
                                             --------  --------     --------
  Total Financing and Insurance Operations
    liabilities                               147,879   137,826      131,523
Minority interests                                670       596          635
General Motors - obligated mandatorily
  redeemable preferred securities of
  subsidiary trusts holding solely junior
  subordinated debentures of General Motors
    Series D                                        -        79           79
    Series G                                      139       139          140
Stockholders' equity
$1-2/3 par value common stock
  (issued, 565,371,465; 619,412,233
  and 642,050,210 shares)                         943     1,033        1,071
Class H common stock
  (issued, 874,807,080; 411,345,561 and
  405,587,898 shares)                              87        14           14
Capital surplus (principally additional
  paid-in capital)                             21,818    13,794       15,282
Retained earnings                              10,335     6,961        5,573
                                               ------   -------      -------
    Subtotal                                   33,183    21,802       21,940
Accumulated foreign currency translation
  adjustments                                  (2,480)   (2,033)      (1,969)
Net unrealized gains on securities                715       996          631
Minimum pension liability adjustment             (121)     (121)      (4,027)
                                               ------    ------     --------
    Accumulated comprehensive loss             (1,886)   (1,158)      (5,365)
                                               ------   -------     --------
      Total stockholders' equity               31,297    20,644       16,575
                                             --------  --------     --------
Total liabilities and stockholders' equity   $297,198  $274,730     $262,826
                                              =======   =======      =======

                                    - 15 -

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
Nine Months Ended September 30,
                                                       -------------------------------
                                                     2000                          1999
                                                     ----                          ----
                                          Automotive,     Financing     Automotive,     Financing
                                          Comm.Serv.         and         Comm.Serv.        and
                                           and Other      Insurance      and Other      Insurance
                                           ---------      ---------      ---------      ---------
                                                           (Dollars in Millions)
Net cash provided by operating activities    $9,207         $4,746        $15,372         $9,883

Cash flows from investing activities
Expenditures for property                    (6,314)          (335)        (4,721)          (204)
Investments in marketable securities -
  acquisitions                               (2,425)       (18,198)        (3,481)       (16,089)
Investments in marketable securities -
  liquidations                                2,947         17,998          2,217         15,489
Mortgage servicing rights - acquisitions          -           (698)             -         (1,199)
Mortgage servicing rights - liquidations          -              -              -             34
Finance receivables - acquisitions                -       (140,295)             -       (139,165)
Finance receivables - liquidations                -         88,560              -        100,692
Proceeds from sales of finance receivables        -         43,407              -         35,120
Operating leases - acquisitions              (5,342)       (12,147)        (6,175)       (13,948)
Operating leases - liquidations               4,615          7,313          4,279          7,104
Investments in companies, net of cash
  acquired                                   (4,052)             -         (2,885)        (2,120)
Net investing activity with Financing and
  Insurance Operations                         (998)             -             75              -
Other                                          (558)           356           (831)           677
                                               ----            ---           ----            ---
Net cash used in investing activities       (12,127)       (14,039)       (11,522)       (13,609)
                                             ------         ------         ------         ------

Cash flows from financing activities
Net increase (decrease) in loans payable      1,255          1,121           (551)        (7,601)
Long-term debt-borrowings                     4,130         19,450          5,414         21,672
Long-term debt-repayments                    (4,213)       (11,482)        (4,632)       (10,536)
Net financing activity with Automotive,
  Communications Services,
  and Other Operations                            -            998              -            (75)
Repurchases of common and preference stocks    (652)             -         (2,149)             -
Proceeds from issuing common and preference
  stocks                                      2,778              -          1,905              -

Cash dividends paid to stockholders            (989)             -         (1,023)             -
                                              -----         ------          -----          -----
Net cash provided by (used in) financing
  activities                                  2,309         10,087         (1,036)         3,460
                                              -----         ------         ------          -----

Effect of exchange rate changes on cash and
  cash equivalents                             (365)             3           (167)             1
Net transactions with Automotive/Financing
  Operations                                    597           (597)          (447)           447
                                                ---           ----           ----            ---
Net cash (used in) provided by continuing
  operations                                   (379)           200          2,200            182
Net cash provided by discontinued operations      -              -            128              -
                                              -----          -----          -----          -----
Net (decrease) increase in cash and cash
  equivalents                                  (379)           200          2,328            182
Cash and cash equivalents at beginning
  of the period                               9,730            712          9,728            146
                                              -----            ---          -----            ---
Cash and cash equivalents at end
  of the period                              $9,351           $912        $12,056           $328
                                              =====            ===         ======            ===
- 16 -

             HUGHES REPORTS THIRD QUARTER 2000 FINANCIAL RESULTS

Editor's note: Hughes invites reporters to participate in a listen-only mode
on its third quarter 2000 analyst call at 2 p.m. EDT Wednesday, Oct. 11.  The
dial-in number is 719-457-2622, and the confirmation code is 644450.

      El Segundo,  Calif.,  October 11, 2000 -- Hughes Electronics  Corporation,
the world's  leading  provider of digital  television  entertainment,  satellite
services and  satellite-based  private business  networks,  today reported third
quarter 2000 revenues increased 3.7% to $1,688.5 million, compared with $1,627.8
million in the third quarter of 1999.  EBITDA(1) for the quarter decreased 46.6%
to $107.9  million and EBITDA  margin(1) was 6.4%,  compared to EBITDA of $202.1
million and EBITDA  margin of 12.4% in the third  quarter of 1999.  Hughes had a
third  quarter  2000  loss(2) of $88.5  million,  compared to a loss(2) of $29.6
million in the same period for 1999.

      "Our  continued  investment  in  high-growth,   high-value  businesses  is
reflected in our reduced  earnings this quarter," said Michael T. Smith,  Hughes
chairman and chief executive  officer.  "And now that we have completed the sale
of our  satellite  manufacturing  businesses  to The  Boeing  Company,  we  have
received more than $3.0 billion in after-tax  proceeds which we will use to fuel
further growth and pay down debt."

      Smith continued,  "In the third quarter, some of our most exciting service
businesses  attained  significant  milestones.  DIRECTV(R)  had its  best  third
quarter ever for subscriber  growth in both the United States and Latin America.
We began  shipping the AOL Plus  Powered by  DirecPC(TM)  product;  we signed up
additional  distribution  partners,  including  Juno and Pegasus;  and we are on
schedule to introduce our two-way via-satellite DirecPC(TM) broadband service by
the end of the year. In addition,  PanAmSat  announced  its first  customers for
NET/36(TM), its satellite-based Internet broadcast network for content providers
seeking to deliver streaming video, audio and data to broadband customers."

                         NINE-MONTH FINANCIAL REVIEW

      For the first three quarters of 2000, revenues increased 35.4% to $5,228.6
million,  compared to $3,862.3 million in the same period last year. This growth
was  primarily the result of record  subscriber  growth at DIRECTV in the United
States  and  additional  revenues  resulting  from the United  States  Satellite
Broadcasting,  Inc. (USSB) and PRIMESTAR,  Inc. transactions,  as well as higher
outright sales and sales-type leases of transponders at PanAmSat.

      EBITDA for the first nine  months of 2000 was  $440.2  million  and EBITDA
margin was 8.4%, compared to EBITDA of $437.4 million and EBITDA margin of 11.3%
in the same  period  of 1999.  The  slight  increase  in  EBITDA  was  primarily
attributable to higher  outright sales and sales-type  leases of transponders at
PanAmSat,  offset by increased  losses in the DIRECTV  businesses  due to higher
marketing costs associated with the record  subscriber growth in both the United
States and Latin  America.  The decline in margin  resulted  from the  increased
marketing  expenses for the DIRECTV  services and the lower  margins  associated
with PanAmSat's outright sales and sales-type leases.

      For the first  nine  months of 2000,  losses(2)  totaled  $228.9  million,
compared to losses(2) of $43.6  million in 1999.  The higher loss was  primarily
due to increased  depreciation and amortization  resulting  principally from the
mid-1999  acquisitions of USSB and PRIMESTAR,  and higher net interest  expense.
Additionally,  in the first quarter of 2000,  Hughes  booked a one-time  pre-tax
charge of $171 million (reported in "Other,  net") related to its agreement with
SkyPerfecTV!  and  the  discontinuation  of  the  DIRECTV  Japan  business.  The
after-tax  impact of this charge was a loss of $13 million,  which  includes the
tax benefits associated with the write-off of Hughes' historical  investments in
DIRECTV Japan.
                                    - 17 -

                 SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2000

                           Direct-To-Home Broadcast

      Third quarter revenues for the segment increased 12.8% to $1,291.5 million
from  $1,144.6  million in the third  quarter of 1999.  The segment had negative
EBITDA of $17.7  million  compared  with  EBITDA of $55.1  million  in the third
quarter of 1999.

      United  States:  DIRECTV  reported  quarterly  revenues of $1,154  million
compared  with  revenues of $1,052  million  last year.  The increase was due to
continued  strong  subscriber  growth,  partially  offset  by the  impact of the
conclusion of the PRIMESTAR By DIRECTV medium-power service, as described below.

      DIRECTV added a record 450,000 net  subscribers to its high-power  DIRECTV
service in the quarter versus 423,000 net subscribers added in the third quarter
of 1999,  and converted  about 300,000  customers  from the PRIMESTAR By DIRECTV
medium-power  service.  While gross  subscriber  additions were up significantly
compared to the third quarter of 1999, net subscriber additions were impacted by
DIRECTV's  first-ever  price  increase  and  the  conclusion  of  the  PRIMESTAR
conversion process.

      As of September 30, 2000, DIRECTV had 9.0 million subscribers. Through the
first nine months of 2000, DIRECTV grew 37% in its core urban/suburban  markets,
which exclude those markets in the National Rural Telecommunications Cooperative
(NRTC) territories.

      EBITDA for the third quarter of 2000 was $36 million compared to EBITDA of
$86 million in last year's third quarter.  This decline was  principally  due to
higher  marketing  costs and the impact  from the  completion  of the  PRIMESTAR
conversion process.

      As a result of the PRIMESTAR  conversions,  DIRECTV no longer receives the
revenues  from the  PRIMESTAR  By  DIRECTV  customers  who  either  discontinued
service, or who converted but live in NRTC territories.  DIRECTV receives only a
small percentage of revenues from customers in these territories,  thus reducing
the revenues and EBITDA  attributable  to DIRECTV in the third  quarter of 2000.
Since  its  1999  acquisition  of  PRIMESTAR,   DIRECTV  converted  a  total  of
approximately 1.5 million customers to its high-power service. DIRECTV shut down
the PRIMESTAR By DIRECTV service on September 30,  2000--six months ahead of its
original schedule.

      Latin  America:  The DIRECTV  businesses in Latin America  generated  $136
million in revenues for the quarter, up 79% over the $76 million reported in the
third  quarter of 1999.  This  increase was due to continued  strong  subscriber
growth.

      The DIRECTV  service in Latin America added 126,000 net new subscribers in
the third quarter of 2000, an 88% increase over the 67,000  acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
September 30, 2000 was 1,136,000.

      The DIRECTV businesses in Latin America had negative EBITDA of $50 million
compared  to negative  EBITDA of $24  million  for the same period in 1999.  The
decline was primarily due to the impact of higher marketing expenses  associated
with the record subscriber growth.

      Japan: DIRECTV Japan's loss was $3 million for the quarter, compared
with a loss of $20 million in the third quarter of 1999. DIRECTV Japan ceased
broadcasting on September 30, 2000, and is on schedule to complete the
migration of customers to SkyPerfecTV! and the closure of the legal entity.

                                    - 18 -

                              Satellite Services

      PanAmSat,  which is 81% owned by  Hughes,  generated  third  quarter  2000
revenues of $199.3  million  compared  with $210.7  million in the prior  year's
period.  The 5.4% decrease was driven primarily by a third quarter 1999 one-time
customer payment of approximately $15 million associated with the termination of
a direct-to-home video services agreement in India.

      Third quarter 2000 EBITDA for the segment was $135.5  million  compared to
$169.0 million in the third quarter 1999, a 19.8% decrease. EBITDA margin in the
third  quarter of 2000 was 68.0%,  compared to 80.2% in the same period of 1999.
The  decrease  in EBITDA and EBITDA  margin was  primarily  due to the  one-time
customer  payment  received in the third  quarter of 1999; an increase in direct
operating costs and selling, general and administrative (SG&A) costs as a result
of the company's  continued  fleet  expansion;  and investment in the new NET/36
broadband Internet initiative.

      As of September 30, 2000,  PanAmSat had  contracts for satellite  services
representing future payments (backlog) of approximately $5.8 billion compared to
approximately  $6.0 billion in the second quarter of 2000.  This includes a $350
million  reduction in backlog  resulting  from  anomalies  on the Galaxy  VIII-i
satellite.  This  reduction  would be more  than  offset by  additional  backlog
generated by the Galaxy VIII-iR  replacement  satellite that will be constructed
if PanAmSat's agreement in principal with Galaxy Latin America is finalized.

                               Network Systems

      Hughes  Network  Systems'  (HNS's) third quarter 2000 revenues were $284.0
million,  compared to $426.2  million in the third quarter of 1999. The decrease
in revenues was  principally  due to lower sales of DIRECTV  receiver  equipment
associated  with the early  completion of the transition of PRIMESTAR By DIRECTV
subscribers to the  high-power  DIRECTV  service.  HNS shipped  470,000  DIRECTV
receiver systems in the third quarter of 2000,  compared to 730,000 units in the
same  period  last year.  The  discontinuation  of certain  narrowband  wireless
businesses, announced in January 2000, also contributed to the reduced revenues,
as did lower revenues in the mobile satellite network product line.

      In the quarter, HNS had EBITDA of $16.8 million and EBITDA margin of 5.9%,
compared  to EBITDA of $49.8  million and 11.7%  margin in the third  quarter of
1999.  The decline in EBITDA and EBITDA  margin is  attributable  to the reduced
revenues;  increased  investment in the upcoming launch of new DirecPC services,
including AOL Plus Powered by DirecPC;  and the elimination of DIRECTV equipment
subsidies from DIRECTV.  These  reductions were offset by a $21 million one-time
EBITDA gain that resulted from successful  negotiations with certain  narrowband
wireless customers for receivables previously written-off.

      New orders in the third  quarter of 2000 were $423  million,  compared  to
$295 million in the same period last year, driving backlog to approximately $1.3
billion as of September  30, 2000.  This  increase was  primarily  due to higher
sales of domestic VSAT (very small aperture  terminal) private business networks
to customers including Exxon/Mobile, CAIS Internet, Musicland and National Cable
Communications.  In  total,  these new  contracts  represent  more  than  14,000
additional  points of presence on HNS-built  networks.  Mobile satellite network
sales also contributed to the increase, and included a $150 million contract for
Inmarsat's next-generation ground infrastructure.

                                    - 19 -

                                BALANCE SHEET

      From December 31, 1999 to September 30, 2000,  the Company's  consolidated
cash balance  decreased $59.8 million to $178.4 million and total debt increased
$949.4  million to $3,090.8  million.  The principal cash  requirements  for the
first nine months of 2000 were related to general working  capital  requirements
and capital expenditures for property, plant, equipment and satellites.

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

      A live  webcast  of  Hughes'  third-quarter  2000  earnings  call  will be
available at the company's website at  www.hughes.com  or at www.vcall.com.  The
call will  begin at 2:00 p.m.  ET,  today.  Investors  are  advised  to allow 15
minutes  prior to the call to register  and  download  any  necessary  software.
Following  the  completion  of the call,  the  webcast  will be  archived on the
Investor Relations portion of the Hughes website for at least one week.

      NOTE: Hughes Electronics  Corporation  believes that some of the foregoing
statements may constitute forward-looking  statements. When used in this report,
the words  "estimate,"  "plan,"  "project,"  "anticipate,"  "expect,"  "intend,"
"outlook,"  "believe,"  and other similar  expressions  are intended to identify
such  forward-looking  statements and  information.  Important  factors that may
cause actual  results of Hughes to differ  materially  from the  forward-looking
statements  in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.
---------------------
(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) Equals reported
Net Loss  excluding the effects of purchase  accounting  adjustments  related to
General Motors' acquisition of Hughes in 1985.

                                    # # #

                                    - 20 -

STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
                                                           Nine Months Ended
                                     Third Quarter           September 30,
                                   -----------------       -----------------
                                   2000        1999        2000        1999
----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
  other services                $1,485.5    $1,345.0    $4,523.3    $3,147.0
Product sales                      203.0       282.8       705.3       715.3
----------------------------------------------------------------------------
Total Revenues                   1,688.5     1,627.8     5,228.6     3,862.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other
  costs                            681.4       596.4     2,035.9     1,374.4
Cost of products sold              152.1       273.2       585.1       631.4
Selling, general and
  administrative expenses          747.1       556.1     2,167.4     1,419.1
Depreciation and amortization      238.3       208.8       673.1       480.1
----------------------------------------------------------------------------
Total Operating Costs and
  Expenses                       1,818.9     1,634.5     5,461.5     3,905.0
----------------------------------------------------------------------------

Operating Loss                    (130.4)       (6.7)     (232.9)      (42.7)

Interest income                      7.1         2.6        15.3        20.8
Interest expense                   (66.5)      (51.7)     (169.2)      (71.0)
Other, net                         (11.9)      (31.6)     (294.4)      (96.3)
----------------------------------------------------------------------------
Loss from Continuing Operations
   Before Income Taxes and
   Minority Interests             (201.7)      (87.4)     (681.2)     (189.2)

Income tax benefit                 (77.8)      (36.8)     (354.4)      (59.7)
Minority interests in net losses
  of subsidiaries                   19.6         8.8        31.7        22.1
-----------------------------------------------------------------------------

Loss from continuing operations   (104.3)      (41.8)     (295.1)     (107.4)

Income from discontinued
  operations, net of taxes          10.5         6.9        50.3        47.9
----------------------------------------------------------------------------

Net Loss                           (93.8)      (34.9)     (244.8)      (59.5)

Adjustments to exclude the effect
  of GM purchase accounting
  adjustments                        5.3         5.3        15.9        15.9
----------------------------------------------------------------------------

Loss Excluding the Effect of
   GM Purchase Accounting
   Adjustments                     (88.5)      (29.6)     (228.9)      (43.6)

Preferred stock dividends          (24.1)      (24.7)      (72.9)      (26.3)
-----------------------------------------------------------------------------

Loss Used for Computation of
   Available Separate
   Consolidated Net Income
   (Loss)                        $(112.6)     $(54.3)    $(301.8)     $(69.9)
=============================================================================

Available Separate Consolidated
  Net Income (Loss)
Average number of shares of
  General Motors Class H Common
  Stock outstanding (in millions)
  (Numerator)                      873.9       405.3       616.7       362.4
Average Class H dividend base
  (in millions) (Denominator)    1,297.8     1,286.7     1,296.5     1,244.1
Available Separate Consolidated
  Net Income (Loss)               $(75.8)     $(17.1)    $(143.6)     $(20.4)
=============================================================================
Certain 1999 amounts have been reclassified to conform with the 2000
presentation.

                                      - 21 -

BALANCE SHEET
(Dollars in Millions)
                                                   Sept. 30,
                                                      2000         December 31,
ASSETS                                            (Unaudited)          1999
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                            $178.4           $238.2
Accounts and notes receivable                       1,145.8            960.9
Contracts in process                                  130.1            155.8
Inventories                                           346.0            236.1
Net assets of discontinued operations               1,128.8          1,224.6
Deferred income taxes                                 537.8            254.3
Prepaid expenses and other                            931.4            788.1
----------------------------------------------------------------------------

Total Current Assets                                4,398.3          3,858.0
Satellites, net                                     4,229.6          3,907.3
Property, net                                       1,588.1          1,223.0
Net Investment in Sales-type Leases                   227.5            146.1
Intangible Assets, net                              7,207.7          7,406.0
Investments and Other Assets                        2,380.3          2,056.6
----------------------------------------------------------------------------

Total Assets                                      $20,031.5        $18,597.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
----------------------------------------------------------------------------
Current Liabilities
Accounts payable                                   $1,149.5         $1,062.2
Deferred revenues                                     153.6            130.5
Short-term borrowings and current portion
  of long-term debt                                 1,133.9            555.4
Accrued liabilities and other                       1,312.6            894.0
----------------------------------------------------------------------------

Total Current Liabilities                           3,749.6          2,642.1
Long-Term Debt                                      1,956.9          1,586.0
Other Liabilities and Deferred Credits              1,414.5          1,454.2
Deferred Income Taxes                                 947.2            689.1
Commitments and Contingencies
Minority Interests                                    574.3            544.3
Stockholder's Equity                               11,389.0         11,681.3
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $20,031.5        $18,597.0
============================================================================

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).

                                      - 22 -

SELECTED SEGMENT DATA
(Dollars in Millions)

                                                        Nine Months Ended
                                    Third Quarter         September 30,
                                --------------------    -----------------
                                  2000        1999      2000         1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                  $1,291.5    $1,144.6  $3,717.5    $2,571.4
EBITDA (1)                        $(17.7)      $55.1    $(40.9)      $46.0
EBITDA Margin (1)                    N/A         4.8%      N/A         1.8%
Operating Loss                   $(150.1)     $(60.2)  $(410.9)    $(158.2)
Depreciation and Amortization     $132.4      $115.3    $370.0      $204.2
Capital Expenditures (2)          $262.0       $97.6    $649.1      $253.4
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $199.3      $210.7    $820.7      $604.6
EBITDA (1)                        $135.5      $169.0    $557.9      $465.9
EBITDA Margin (1)                   68.0%       80.2%     68.0%       77.1%
Operating Profit                   $52.0       $98.2    $319.1      $258.9
Operating Profit Margin             26.1%       46.6%     38.9%       42.8%
Depreciation and Amortization      $83.5       $70.8    $238.8      $207.0
Capital Expenditures (3)          $109.4      $347.8    $317.6      $823.0
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $284.0      $426.2  $1,020.3      $998.2
EBITDA (1)                         $16.8       $49.8     $34.4       $80.5
EBITDA Margin (1)                    5.9%       11.7%      3.4%        8.1%
Operating Profit (Loss)             $1.6       $31.3    $(15.4)      $23.1
Operating Profit Margin              0.6%        7.3%      N/A         2.3%
Depreciation and Amortization      $15.2       $18.5     $49.8       $57.4
Capital Expenditures (4)           $79.2       $38.4    $241.0      $111.2
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                    $(86.3)    $(153.7)  $(329.9)    $(311.9)
EBITDA (1)                        $(26.7)     $(71.8)  $(111.2)    $(155.0)
Operating Loss                    $(33.9)     $(76.0)  $(125.7)    $(166.5)
Depreciation and Amortization       $7.2        $4.2     $14.5       $11.5
Capital Expenditures              $(24.6)       $8.4     $(2.3)     $(42.2)
--------------------------------------------------------------------------
TOTAL
Total Revenues                  $1,688.5    $1,627.8  $5,228.6    $3,862.3
EBITDA (1)                        $107.9      $202.1    $440.2      $437.4
EBITDA Margin (1)                    6.4%       12.4%      8.4%       11.3%
Operating Loss                   $(130.4)      $(6.7)  $(232.9)     $(42.7)
Depreciation and Amortization     $238.3      $208.8    $673.1      $480.1
Capital Expenditures              $426.0      $492.2  $1,205.4    $1,145.4
==========================================================================

Certain  1999  amounts  have  been   reclassified   to  conform  with  the  2000
presentation.

(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  expenditures  related to  satellites  amounting  to $37.5  million,
   $13.6 million, $73.2 million and $89.1 million, respectively.
(3)Includes  expenditures  related to  satellites  amounting  to $81.7  million,
   $93.2 million, $258.8 million and $408.8 million, respectively.  Also
   included in the third  quarter  and first nine  months of 1999 are $228.2
   million and $369.5    million,   respectively,   related  to  the  early
   buy-out of satellite sale-leaseback.
(4)Includes  expenditures  related to  satellites  amounting  to $68.7  million,
   $28.0 million, $193.2 million and $74.9 million, respectively.

                                   - 23 --

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

      (c)  Exhibit

      Exhibit 3(ii) The By-Laws of General  Motors  Corporation,  was amended on
      October 3, 2000,  reflecting amendments to the second paragraph of Section
      3.1 of Article III;  the last  sentence of Section 3.2 of Article III; and
      adding Section 3.10, Administrative Committee, of Article III as described
      below:

      Section                       Amendment
      -------                       ---------

      3.1 Committees of the
      Board of Directors.
      Paragraph 2                   The following committees shall be
                                    standing committees of the board: the
                                    investment funds committee, the audit
                                    committee, the executive compensation
                                    committee, the public policy committee,
                                    the committee on director affairs,
                                    the capital stock committee and the
                                    -----------------------------------
                                    administrative committee.
                                    -------------------------

      3.2 Election and Vacancies.
      Last sentence                 No officer or other employee of the
                                    corporation shall be a member of any
                                    standing committee of the board, with the
                                    exception of the investment funds
                                    committee and the administrative
                                              -----------------------
                                    committee.
                                    ----------

      3.10 Administrative Committee.
      Added                         The board of directors shall select the
                                    members of the administrative committee
                                    and shall designate the chairman of the
                                    committee.  The committee shall have the
                                    authority and responsibility to act on
                                    behalf of the board with regard to
                                    matters submitted to the board of
                                    directors that pursuant to the Delegation
                                    of Authority adopted by the board of
                                    directors from time to time do not
                                    constitute issues within its sole
                                    jurisdiction.  Whenever the committee
                                    takes any action of this type, it shall
                                    report such action at the next meeting of
                                    the board of directors.  The committee
                                    shall have and may exercise such other
                                    powers, authority and responsibilities as
                                    may be determined by the board of
                                    directors.

                                    -24 -

                                  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 12, 2000
        -----------------

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

                                  - 25 -