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





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



          Date of Report
(Date of earliest event reported) October 13, 1997
                                  ----------------




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




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




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







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

















                                    - 1 -
ITEM 5. OTHER EVENTS

         On October 14,  1997, a news release was issued on the subject of third
quarter consolidated  earnings for General Motors (GM). The news release did not
include financial  statement  footnotes and certain other financial  information
that will be filed with the Securities and Exchange  Commission at a later date.
The GM news release and related  news  releases  for third  quarter  earnings of
Hughes  Electronics  Corporation  (Hughes),  dated October 13, 1997, and General
Motors Acceptance Corporation (GMAC), dated October 14, 1997, respectively, were
as follows:

                                GM NEWS RELEASE

             GM REPORTS THIRD-QUARTER NET INCOME OF $1.1 BILLION
   NORTH AMERICAN OPERATIONS' THIRD-QUARTER FINANCIAL PERFORMANCE BEST EVER

      DETROIT -- General  Motors Corp.  (GM) reported  today that net income for
the third quarter of 1997 totaled $1.1 billion,  or $1.35 per share of GM $1-2/3
par value common stock.

      That compares  with $1.0 billion,  or $1.23 per share in the third quarter
of 1996,  excluding the  favorable  effect of a  nonrecurring  adjustment to the
corporation's  plant-closing  reserve.  Including the  adjustment,  reported net
income in the  third  quarter  of 1996 was $1.3  billion,  or $1.57  per  share.
Results  for the third  quarter  of 1997 were the best for any third  quarter in
GM's history, excluding that 1996 favorable adjustment.

      GM's  North   American   Operations   (GM-NAO)   reported  its   best-ever
third-quarter financial performance, with net income totaling $423 million. That
compares  with  $24  million  in  the  third  quarter  of  1996,  excluding  the
above-mentioned favorable  plant-closing-reserve  adjustment.  GM-NAO's reported
net income for the third quarter of 1996 was $277 million.

      "The  continuing  improvement  at GM-NAO is a great example of what can be
accomplished  when you stay focused on reducing costs,  and deliver exciting new
products to customers," said GM Chairman,  Chief Executive Officer and President
John F. Smith, Jr.

      "The  corporation's  financial  strength  in the third  quarter,  which is
typically the most challenging quarter for our industry,  is a strong indication
that our strategies are on target to strengthen GM's leadership  position in the
industry," Smith said.

      "Our  record-setting   performance  for  the  year  to  date  dramatically
underscores  our ongoing  progress,  with net income and  earnings per share the
highest we've ever reported for the nine-month  period," Smith said. "Net income
totaled $5.0 billion,  or $6.35 per share,  during the first nine months of 1997
-- an all-time record for the period when you back out EDS from prior years."

      Following  is a snapshot  of  third-quarter-1997  results  from GM's other
automotive sectors:
      -  Delphi  Automotive  Systems (Delphi) reported net income of $55 million
         in the third  quarter of 1997,  compared with $238 million in the third
         quarter of 1996.
      -  GM International  Operations (GMIO) reported net income of $137 million
         in the  third  quarter  of 1997,  compared  with  $323  million  in the
         prior-year period.

                                    - 2 -

Highlights of  third-quarter-1997  results  reported by GM's major  subsidiaries
included the following:
      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $312 million for the third quarter of 1997, compared with net income of
         $307 million in the third quarter of 1996.
      -  Hughes  Electronics  Corporation  (Hughes) reported  third-quarter-1997
         earnings of $240 million, compared with earnings of $252 million in the
         prior-year period.

      (See  additional   information  in  sections   detailing  GM  consolidated
financial data, individual automotive sector results, and "Highlights.")

GM CONSOLIDATED FINANCIAL DATA (with financing & insurance operations on an
equity basis)

      Consolidated net income in the third quarter of 1997 totaled $1.1 billion,
or $1.35 per share.  That compares with $1.0 billion,  or $1.23 per share in the
third  quarter  of  1996,  excluding  the  favorable  effect  of a  nonrecurring
adjustment  to the  corporation's  plant-closing  reserve,  which  totaled  $253
million after taxes,  or $0.34 per share.  The strength of earnings in the third
quarter of 1997 is even more evident  considering  the fact that earnings in the
comparable  period of 1996 were  favorably  affected  by a  substantially  lower
effective income-tax rate, which resulted in a benefit of $270 million, or $0.35
per share, compared with the third quarter of 1997.

      The  corporation's  pretax income was $1.0 billion in the third quarter of
1997, compared with $918 million in the third quarter of 1996.

      The corporation's  after-tax net-profit margin -- reported net income as a
percentage  of net sales and revenues -- was 2.9 percent in the third quarter of
1997, compared with 3.7 percent in the third quarter of 1996.

      Cash and  marketable  securities  totaled $14.6 billion at Sept. 30, 1997,
compared  with $14.5  billion at Sept.  30 1996,  and $14.9  billion at June 30,
1997.

      Strong  cash  generation  from  operations  made it  possible  to  support
capital-spending programs, adequately fund pension plans, continue to repurchase
shares of GM common stock, and keep an appropriate level of cash reserves.

      Cash  contributions to U.S. pension plans during the third quarter of 1997
totaled $1.1 billion.  During the first nine months of 1997, cash  contributions
to the plans totaled $1.5 billion,  which is expected to be adequate to maintain
a fully funded status on an economic  basis for the balance of the 1997 calendar
year.

      In the third  quarter  of 1997,  GM used  approximately  $850  million  to
acquire 13.7 million shares of GM $1-2/3 par value common stock. These purchases
completed  a $2.5  billion  repurchase  program  that  concluded  July  31,  and
represent 14 percent of the second $2.5 billion  repurchase program announced in
August.  A total of $2.8  billion in cash was used to  repurchase  49.2  million
shares under the two programs during the first nine months of 1997.




                                     - 3-

      Approval  by the GM Board of  Directors  on October 6 of final  terms of a
series  of  related  strategic   transactions  involving  the  company's  Hughes
Electronics  subsidiary,  "were another  significant step to unlock  stockholder
value at GM," Smith said.

      Net sales and revenues in the third quarter of 1997 totaled $37.1 billion,
compared with $34.6 billion in the same period last year.
      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see "Highlights" for additional information.)

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      GM North American Operations'  third-quarter-1997  net income totaled $423
million.  That compares with $24 million in the third quarter of 1996, excluding
the  favorable   effect  of  the  previously   mentioned   plant-closing-reserve
adjustment.  Reported  net  income in the third  quarter  of 1996  totaled  $277
million.

      GM-NAO  reported  pretax  income of $608  million in the third  quarter of
1997, compared with $238 million in the prior-year period.

      GM-NAO's  net-profit  margin was 1.8 percent in the third quarter of 1997,
compared with 1.2 percent in the prior-year period.

      "By  continuing  to reduce costs and improve  efficiencies,  GM-NAO scored
significant   improvements  in  financial   performance   even  with  relatively
comparable sales volume," Smith said.

      The  third-quarter-1997  results  were  favorably  affected  by  continued
improvement in the cost and profitability of GM's new vehicles, and improvements
in material costs, manufacturing efficiencies, and engineering throughput. These
gains were partially offset by higher incentive costs on carryover models in the
intensely competitive U.S. market.

      "We're very pleased with the progress demonstrated by the GM-NAO team, but
further  improvements are necessary to meet our  financial-performance  targets,
and that's why we must continue to grow our brands and increase  vehicle sales,"
Smith said.

      GM vehicle  deliveries  in the United  States in the third quarter of 1997
totaled  1,253,000  units,  which resulted in a  31.7-percent  share of the U.S.
vehicle market,  compared with 1,182,000 units, and a 30.4-percent  share in the
third quarter of 1996. (See additional information in "Highlights.")

      The higher market share is due in large part to the  increased  production
of GM's newest  products in North America,  in particular new midsize  passenger
cars and vans.  Sales are expected to remain strong in the remainder of the year
as a result of the growing  availability  of all-new and  redesigned  1998-model
vehicles. These models include the Oldsmobile Intrigue, Buick Century and Regal,
Chevrolet  Prizm,  and Cadillac  Seville  passenger  cars,  as well as Chevrolet
Blazer, GMC Jimmy and Oldsmobile Bravada sport-utility vehicles.







                                    - 4 -

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Delphi Automotive  Systems reported net income of $55 million in the third
quarter of 1997, compared with $238 million in the third quarter of 1996.

      Delphi reported pretax income of $30 million in the third quarter of 1997,
compared with pretax income of $187 million in the prior-year period.

      Delphi's  net-profit  margin was 0.9 percent in the third quarter of 1997,
compared with a net-profit margin of 3.7 percent in the prior-year period.

      Delphi's third-quarter-1997 results reflect the impact of price reductions
driven by competitive pressures,  and accompanying  manufacturing start-up costs
associated  with a high level of  product  turnover  in line with OEM  new-model
introductions.   These   factors  were   partially   offset  by  material-   and
structural-cost improvements.

      "Delphi  continues  to expand  globally,"  Smith said.  "By  refining  its
product  portfolio,  developing  new business  opportunities,  and  aggressively
growing  through  new  acquisitions  and joint  ventures,  Delphi is  creating a
significant global presence."

      Delphi's  third-quarter-1997 sales to customers outside the GM-NAO vehicle
groups increased more than $67 million  compared with the prior-year  period and
represented  approximately  39  percent  of total  sales,  including  all  joint
ventures.

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $137 million for the
third  quarter of 1997,  compared  with net  income of $323  million in the same
period of 1996.

      GMIO reported  pretax income of $168 million in the third quarter of 1997,
compared with pretax income of $268 million in the third quarter of 1996.
      The  net-profit  margin for GMIO was 1.6  percent in the third  quarter of
1997, compared with 3.9 percent in the prior-year period.

      "Third-quarter earnings reflect the intensely competitive market pressures
in Europe,  the launch of the Saab 9-5, and expenses  related to GM's  ambitious
capacity  expansion  programs in key growth  markets -- in particular  the Latin
American and the Asia-Pacific  regions.  The unfavorable impact on earnings from
the  capacity-expansion   programs  was  offset  somewhat  by  continued  strong
performance in Latin America," Smith said.

      GM's automotive operations in Europe reported a net loss of $21 million in
the third quarter of 1997,  compared with net income of $75 million in the third
quarter last year.

      For the remainder of GM International Operations, which includes the Latin
American and Asia and Pacific Operations, net income totaled $158 million in the
third quarter of 1997, compared with $248 million in the prior-year period.

                                    # # #

                                    - 5 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)               Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
     Manufactured products            $37,103     $34,590
     Financial services                 3,162       3,179
     Other income                       1,625       1,309
                                    --------     --------
       Total net sales and revenues   $41,890     $39,078
                                    ========     ========
     .....................................................
     Total net sales and revenues(1)  $37,125     $34,607
     Gross profit margin percentage(1)   15.2%       14.4%
     .....................................................
     Income from continuing operations
       before income taxes(1,2)        $1,042        $918
     Effective income tax rate(1,3)      27.7%        2.9%
     .....................................................
       Consolidated net income(2)      $1,067      $1,271
       Plant closing reserve
         adjustment(2)                      -         253
                                       ------       ------
       Consolidated net income
         - excluding special item      $1,067      $1,018
                                      ======       ======
     .....................................................
     Net profit margin(1)                2.9%         3.7%
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(2)               $964      $1,188
       Class H                             61          62
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(2)              $1.35       $1.57
       Plant closing reserve
         adjustment(2)                      -        0.34
                                       ------       ------
       Earnings attributable to
         $1-2/3 par value - excluding
         special item                   $1.35       $1.23
                                       =====       ======
         Class H                        $0.60       $0.63
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $0.50       $0.40
       Class H                          $0.25       $0.24
      .....................................................
     Book Value Per Share of Common Stocks
                        Sept. 30   Dec. 31     Sept. 30
                          1997      1996         1996
                        --------   -------     --------
       $1-2/3 par value  $30.17     $27.95      $25.95
       Class H           $15.09     $13.97      $12.98
     ....................................................



   See footnotes on page 9.


                                                                       continues










                                - 6 -


     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions)            Three Months Ended
                                         September 30,
                                   ----------------------
                                         1997         1996
      ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $24,047     $22,267
                                       ------      ------
         Pre-tax income                  $608        $238
         Income tax expense (credit)      172         (35)
         Equity income (loss)             (13)          4
                                       ------      ------
           GM-NAO net income(2)          $423        $277
                                       ======      ======
       Delphi:
         Net sales and revenues        $6,044      $6,370
                                       ------      ------
         Pre-tax income                   $30        $187
         Income tax credit                 (6)        (35)
         Minority interests                 2           4
         Equity income                     17          12
                                       ------      ------
           Delphi net income              $55        $238
                                       ======      ======
       GMIO:
         Net sales and revenues        $8,641      $8,260
                                       ------      ------
         Pre-tax income                  $168        $268
         Income tax expense (credit)       47         (35)
         Minority interests                18          (3)
         Equity income (loss)              (2)         23
                                       ------      ------
           GMIO net income(4)            $137        $323
                                       ======      ======
       GMAC net income                   $312        $307
       Hughes earnings                    240         252
       Other(5)                          (100)       (126)
                                       ------      ------
         Consolidated net income       $1,067      $1,271
                                       ======      ======
     .....................................................


   See footnotes on page 9.

                                                                       continues



























                                - 7 -


     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             651          661
                        Trucks           489          487
                                     -------      -------
         Total United States           1,140        1,148
       Canada and Mexico                 141          105
                                     -------      -------
           Total North America         1,281        1,253
       International                     845          752
                                     -------      -------
             Total Worldwide           2,126        2,005
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  260          258
                 - Trucks                380          361
       Pontiac                           163          134
       GMC                               118          110
       Buick                             120          109
       Oldsmobile                         82           85
       Saturn                             70           76
       Cadillac                           52           39
       Other                               8           10
                                      ------        -----
         Total United States           1,253        1,182
     Canada and Mexico                   149          111
                                      ------       ------
         Total North America           1,402        1,293
                                      ------       ------
     International
       Europe                            463          424
       Latin America, Africa, and the
         Middle East                     218          182
       Asia and Pacific                  161          164
                                      ------       ------
         Total International             842          770
                                      ------       ------
             Total Worldwide           2,244        2,063
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           33.7%         32.1%
         Trucks                         29.2%         28.4%
           Total                        31.7%         30.4%
       Western Europe                   11.1%         11.2%
       Latin America                    19.6%         19.1%
       Asia and Pacific                  5.0%          4.9%
             Total Worldwide            16.6%         16.1%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             22.5%         23.3%
       % Fleet Sales - Trucks           10.0%          7.5%
       Total Vehicles                   17.2%         16.8%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                               69            77
       Trucks                             90            99
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    89.9%         88.5%
     ....................................................
     Retail Incentives ($ per unit)
       GM-NAO                           $992          $764
       GM Europe                        $637          $556
     ....................................................
     See footnotes on page 9.
                                                                       continues

                                - 8 -

     HIGHLIGHTS - Q3 Operating Information
     (Dollars in Millions)
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization(1)
       Depreciation                   $1,081       $1,066
       Amortization of special tools     690          692
       Amortization of intangible
         assets                           59           40
                                       -----        -----
                                      $1,830       $1,798
                                       =====        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GM-NAO                            239          245
       Delphi                            175          180
       GMIO                              116          110
       GMAC                               18           17
       Hughes                             87           84
       Other                              11           11
                                         ---          ---
         Total                           646          647
                                         ===          ===
     ....................................................
     Worldwide Payrolls                $7,464      $7,490
     ....................................................
     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2)  The  third  quarter  1996  results  include a  nonrecurring  favorable
          adjustment of $409 million pretax, which is $253 million after-tax, or
          $0.34 per share of GM $1-2/3  par value  common  stock,  reflecting  a
          reduction to the corporation's plant closing reserve.
     (3)  The low third quarter 1996 effective  income tax rate resulted  mainly
          from the favorable resolution of items related to GM's tax returns for
          prior years,  overall  foreign tax rates that were lower than the U.S.
          statutory  rate,  and  reinstatement  of research and  experimentation
          credits for the last half of 1996.
     (4) GMIO Includes:                  Three Months Ended
                                            September 30,
                                         ------------------
                                         1997           1996
                                         ----           ----
                        GM Europe        $(21)           $75
                        Other GMIO       $158           $248
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.



















                                - 9 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)                Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
       Manufactured products         $114,267    $109,416
       Financial services               9,563       9,483
       Other income                     5,447       4,201
                                     --------    --------
         Total net sales and
           revenues                  $129,277    $123,100
                                     ========    ========
     .....................................................
     Total net sales and revenues(1) $114,323    $109,461
     Gross profit margin percentage(1)   16.5%       15.1%
     .....................................................
     Income from continuing operations
       before income taxes(1)          $5,798      $4,208
     Effective income tax rate(1)        33.3%       27.3%
     .....................................................
     Income from continuing
       operations                      $4,961      $4,167
     Income from discontinued
       operations(2)                        -          10
                                     --------    --------
       Consolidated net income         $4,961      $4,177
                                     ========    ========
     Net profit margin(1)                 4.3%        3.8%
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(3)             $4,622      $3,887
       Class E(2)                           -          15
       Class H                            257         214
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(3)              $6.35       $5.14
       Class E(2)                           -        0.04
       Class H                           2.54        2.18
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $1.50       $1.20
       Class E                              -        0.30
       Class H                           0.75        0.72
      .....................................................


      See footnotes on page 13.


                                                                       continues




















                               - 10 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions)             Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $74,729     $70,879
                                       ------      ------
         Pre-tax income                $2,418        $795
         Income tax expense               775         130
         Equity income                     18          38
                                       ------      ------
           GM-NAO net income           $1,661        $703
                                       ======      ======
       Delphi:
         Net sales and revenues       $19,486     $19,865
                                       ------      ------
         Pre-tax income                  $735        $838
         Income tax expense               236         197
         Minority interests                 8           -
         Equity income                     38          31
                                       ------      ------
           Delphi net income             $545        $672
                                       ======      ======
       GMIO:
         Net sales and revenues       $26,635     $26,358
                                       ------      ------
         Pre-tax income                $1,368      $1,477
         Income tax expense               444         344
         Minority interests                28          (9)
         Equity income (loss)             (10)         55
                                       ------      ------
           GMIO net income(4)            $942      $1,179
                                       ======      ======
       GMAC net income                 $1,022        $966
       Hughes earnings                  1,017         870
       Other(5)                          (226)       (223)
                                       ------      ------
         Income from continuing
           operations                   4,961       4,167
                                       ------      ------
       Income from discontinued
         operations(3)                      -          10
                                       ------      ------
         Consolidated net income       $4,961      $4,177
                                       ======      ======


      See footnotes on page 13.


                                                                       continues






















                               - 11 -


<PAGE>




     HIGHLIGHTS - 9 Months Operating Information
                                       Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           2,054        2,066
                        Trucks         1,579        1,522
                                     -------      -------
         Total United States           3,633        3,588
       Canada and Mexico                 465          357
                                     -------      -------
           Total North America         4,098        3,945
       International                   2,464        2,332
                                     -------      -------
             Total Worldwide           6,562        6,277
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  765          858
                 - Trucks              1,122        1,127
       Pontiac                           477          423
       GMC                               351          345
       Buick                             325          334
       Oldsmobile                        228          256
       Saturn                            199          217
       Cadillac                          139          125
       Other                              22           23
                                      ------        -----
         Total United States           3,628        3,708
     Canada and Mexico                   432          345
                                      ------       ------
         Total North America           4,060        4,053
                                      ------       ------
     International
       Europe                          1,421        1,404
       Latin America, Africa, and
         the Middle East                 583          510
       Asia and Pacific                  455          474
                                      ------       ------
         Total International           2,459        2,388
                                      ------       ------
             Total Worldwide           6,519        6,441
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.5%        33.1%
         Trucks                         28.8%        28.9%
           Total                        30.8%        31.3%
       Western Europe                   11.3%        11.8%
       Latin America                    19.1%        19.5%
       Asia and Pacific                  4.5%         4.6%
             Total Worldwide            16.0%        16.4%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.1%        25.7%
       % Fleet Sales - Trucks           13.1%        10.8%
       Total Vehicles                   20.0%        19.6 %
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    92.5%        83.2%
     ....................................................
     Retail Incentives ($ per unit)
       GM-NAO                           $971         $688
       GM Europe                        $583         $488
     ....................................................

     See footnotes on page 13.


                                                                       continues



                               - 12 -

     HIGHLIGHTS - 9 Months Operating Information
     (Dollars in Millions Except
     Per Share Amounts)                 Nine Months Ended
                                          September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization(1)
       Depreciation                   $3,208       $3,055
       Amortization of special tools   2,267        2,277
       Amortization of intangible
         assets                          152          103
                                       -----        -----
                                      $5,627       $5,435
                                       =====        =====
     ....................................................
     Worldwide Payrolls-Continuing
       Operations                    $22,828      $22,462
     ....................................................
     (1) Calculated with financing and insurance operations on an
          equity basis.
     (2) Through the June 7, 1996 split-off date of EDS.
     (3) $1-2/3 par value includes:
                                       Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
           Earnings (loss) attributable to:
           Continuing operations       $4,622      $3,892
           Discontinued operations          -          (5)
                                        -----       -----
             Net earnings              $4,622      $3,887
                                        =====       =====
           Earnings (loss) per share attributable to:
           Continuing operations        $6.35       $5.15
           Discontinued operations         -        (0.01)
                                        -----       -----
             Net earnings per share     $6.35       $5.14
                                        =====       =====
     (4) GMIO includes:                Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
                        GM Europe       $440         $679
                        Other GMIO      $502         $500
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.





















                                    - 13 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30, 
                                      1997       1996        1997       1996
                                    ------------------     -------------------
                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products                $37,103   $34,590    $114,267    $109,416
Financial services                     3,162     3,179       9,563       9,483
Other income                           1,625     1,309       5,447       4,201
                                     -------   -------    --------    --------
    Total net sales and revenues      41,890    39,078     129,277     123,100
                                      ------    ------     -------     -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below     31,484    29,624      95,522      92,871
Selling, general, and administrative 
  expenses                             3,884     3,632      11,459      10,280
Depreciation and amortization expenses 3,030     2,927       9,196       8,917
Interest expense                       1,508     1,423       4,469       4,258
Plant closing expense (adjustment)         -      (409)         80        (409)
Other deductions                         388       383         956       1,249
                                     -------   -------   ---------    --------
    Total costs and expenses          40,294    37,580     121,682     117,166
                                      ------    ------     -------     -------

Income from continuing operations
  before income taxes and minority 
  interests                            1,596     1,498       7,595       5,934
Income taxes                             533       258       2,675       1,788
Minority interests                         4        31          41          21
                                     -------    ------     -------      ------
Income from continuing operations      1,067     1,271       4,961       4,167
Income from discontinued operations        -         -           -          10
                                    --------  --------   ---------      ------
    Net income                         1,067     1,271       4,961       4,177
Premium on exchange of preference stocks  26         -          26           -
Dividends on preference stocks            16        21          56          61
                                      ------    ------     -------      ------
    Earnings on common stocks         $1,025    $1,250      $4,879      $4,116
                                       =====     =====       =====       =====

Earnings attributable to common stocks
  $1-2/3 par value from continuing 
  operations                            $964    $1,188     $4,622       $3,892
  Loss from discontinued operations        -         -           -          (5)
                                       -----  --------     -------    -------- 
    Net earnings attributable to 
    $1-2/3 par value                    $964    $1,188     $4,622       $3,887
                                         ===     =====      =====        =====
  Income from discontinued operations
    attributable to Class E            $   -     $   -      $    -         $15
                                        ====      ====       =====          ==
  Net earnings attributable to Class H   $61       $62        $257        $214
                                          ==        ==         ===         ===

Average number of shares of common
  stocks outstanding (in millions)
    $1-2/3 par value                     713       756         728         756
    Class E                                -         -           -         470
    Class H                              102        99         101          98

Earnings per share attributable to 
  common stocks
  $1-2/3 par value from continuing 
  operations                           $1.35     $1.57        $6.35      $5.15
  Loss from discontinued operations        -         -            -      (0.01)
                                      ------    ------      -------       ---- 
    Net earnings attributable to 
    $1-2/3 par value                   $1.35     $1.57        $6.35      $5.14
                                        ====      ====         ====       ====
  Income from discontinued operations
    attributable to Class E          $     -   $     -      $     -      $0.04
                                      ======    ======       ======       ====
  Net earnings attributable to Class H $0.60     $0.63        $2.54      $2.18
                                        ====      ====         ====       ====

Cash dividends per share of common
  stocks
    $1-2/3 par value                    $0.50     $0.40        $1.50     $1.20
    Class E                             $   -     $    -       $   -     $0.30
    Class H                             $0.25     $0.24        $0.75     $0.72


                                    - 14 -


                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                               Sept. 30,              Sept. 30,
                                                 1997     Dec. 31,      1996
                                              (Unaudited)   1996     (Unaudited)
                                                     (Dollars in Millions)
                                     ASSETS
Cash and cash equivalents                      $10,406    $14,063     $13,399
Other marketable securities                     10,490      8,199       6,421
                                                ------    -------     -------
  Total cash and marketable securities          20,896     22,262      19,820

Finance receivables - net                       58,966     57,550      56,495
Accounts and notes receivable (less allowances)  7,223      6,557       7,379
Inventories (less allowances)                   12,820     11,898      12,129
Contracts in process (less advances and 
   progress payments)                            2,169      2,187       2,159
Deferred income taxes                           19,588     19,510      20,848
Equipment on operating leases (less accumulated
  depreciation)                                 32,964     30,112      30,308
Property
  Real estate, plants, and equipment            70,679     69,770      69,127
  Less accumulated depreciation                (41,287)   (41,298)    (41,508)
                                                ------     ------      ------ 
    Net real estate, plants, and equipment      29,392     28,472      27,619
  Special tools - net                            9,128      9,032       8,556
                                               -------    -------     -------
      Total property                            38,520     37,504      36,175

Intangible assets - net                         14,979     12,691      10,253
Other assets - net                              25,010     21,871      20,323
                                              --------   --------    --------
    Total assets                              $233,135   $222,142    $215,889
                                               =======    =======     =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $15,021    $14,221     $13,206
   Notes and loans payable                      90,914     85,300      81,328
   Deferred income taxes                         4,712      3,207       3,521
   Postretirement benefits other than pensions  44,427     43,190      42,775
   Pensions                                      7,100      7,599       6,691
   Other liabilities and deferred credits       46,426     45,115      46,424
                                              --------   --------     -------
    Total liabilities                          208,600    198,632     193,945
                                               -------    -------     -------

   Minority interests                              735         92         144
   General Motors - obligated mandatorily 
    redeemable preferred securities of 
    subsidiary trusts holding solely
    junior subordinated debentures of 
    General Motors
      Series D                                      79          -           -
      Series G                                     143          -           -

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 707,772,699;
      756,619,625; and 756,622,676 shares)       1,180      1,261       1,261
    Class H (issued, 102,648,686;
      100,075,000 and 99,197,196 shares)            10         10          10
   Capital surplus (principally additional 
     paid-in capital)                           16,211     19,189      19,134
   Retained earnings                             9,846      6,137       5,697
                                               -------    -------      ------
      Subtotal                                  27,248     26,598      26,103
   Minimum pension liability adjustment         (3,490)    (3,490)     (4,742)
   Accumulated foreign currency translation 
     adjustments                                  (727)      (113)         50
   Net unrealized gains on investments in 
    certain debt and equity securities             547        423         389
                                              --------   --------    --------
      Total stockholders' equity                23,578     23,418      21,800
                                              --------     ------      ------
      Total liabilities and stockholders' 
        equity                                $233,135   $222,142    $215,889
                                               =======    =======     =======


                                    - 15 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                     Nine Months Ended Sept.30,
                                                        1997         1996   
                                                        (Dollars in Millions)

Net cash provided by operating activities            $13,123       $14,195
                                                      ------        ------

Cash flows from investing activities
  Expenditures for property                           (6,958)       (6,764)
  Investments in companies, net of cash acquired      (1,788)         (126)
  Investments in other marketable securities 
    - acquisitions                                   (24,790)      (16,933)
  Investments in other marketable securities 
    - liquidations                                    23,547        16,081
  Finance receivables - acquisitions                (128,300)     (118,787)
  Finance receivables - liquidations                 105,401        92,875
  Proceeds from sales of finance receivables          20,512        28,675
  Operating leases - acquisitions                    (16,206)      (14,502)
  Operating leases - liquidations                     10,138         7,745
  Special inter-company payment from EDS                   -           500
  Other                                                  721           577
                                                      ------        ------
Net cash used in investing activities                (17,723)      (10,659)
                                                      ------       ------- 

Cash flows from financing activities
  Net increase (decrease) in loans payable             3,162        (3,760)
  Increase in long-term debt                          11,658        13,497
  Decrease in long-term debt                          (9,340)       (9,469)
  Proceeds from issuing common stocks                    471           211
  Repurchases of common stocks                        (3,353)            -
  Cash dividends paid to stockholders                 (1,252)       (1,183)
  Proceeds from sale of minority interest in 
    DIRECTV(R)                                             -           138
                                                      ------        ------
Net cash provided by (used in) financing activities    1,346          (566)
                                                       -----        ------ 

Effect of exchange rate changes on cash 
   and cash equivalents                                 (403)         (170)
                                                       -----         -----
Net cash (used in) provided by continuing 
   operations                                         (3,657)        2,800
Net cash provided by discontinued operations               -           103
                                                   ---------        ------
Net (decrease) increase in cash and 
    cash equivalents                                  (3,657)        2,903
Cash and cash equivalents at beginning 
    of the period                                     14,063        10,496
                                                      ------        ------
Cash and cash equivalents at end of the period       $10,406       $13,399
                                                      ======        ======




























                                    - 16 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

   To  facilitate  analysis,  the  following  financial  statements  present the
Corporation's  manufacturing,  wholesale  marketing,  defense,  and  electronics
operations  with  the  financing  and  insurance  operations   (primarily  GMAC)
reflected  on an equity  basis.  This is the same basis and format used in years
prior  to the  Corporation's  adoption  of SFAS  No.  94,  Consolidation  of All
Majority-Owned Subsidiaries.


Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Nine Months Ended
                                        September 30,           September 30,   
                                       1997       1996      1997       1996
                                      ------------------    ------------------
                                                (Dollars in Millions)
Net sales and revenues               $37,125   $34,607    $114,323   $109,461
                                      ------    ------     -------    -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below     31,484    29,627      95,506     92,878
Selling, general, and administrative
  expenses                             3,157     2,850       9,331      8,253
Depreciation and amortization 
  expenses                             1,830     1,798       5,627      5,435
Plant closing expense (adjustment)         -      (409)         80       (409)
                                  ----------   -------  ----------  --------- 
  Total costs and expenses            36,471    33,866     110,544    106,157
                                      ------    ------     -------    -------

Operating income                         654       741       3,779      3,304
Other income less income deductions      613       416       2,682      1,568
Interest expense                        (225)     (239)       (663)      (664)
                                      ------    ------      ------     ------ 
Income from continuing operations before
  income taxes, minority interests, 
  and earnings of nonconsolidated 
  affiliates                           1,042       918       5,798      4,208
Income taxes                             289        27       1,928      1,147
                                      ------   -------       -----      -----
Income from continuing operations before
  minority interests and earnings of
  nonconsolidated affiliates             753       891       3,870      3,061
Minority interests                        13        31          50         21
Earnings of nonconsolidated affiliates   301       349       1,041      1,085
                                      ------    ------       -----      -----
Income from continuing operations      1,067     1,271       4,961      4,167
Income from discontinued operations        -         -           -         10
                                    --------  --------   ---------    -------
  Net income                          $1,067    $1,271      $4,961     $4,177
                                       =====     =====       =====      =====

  Net profit margin (1)                  2.9%      3.7%        4.3%       3.8%

(1)  Net profit margin represents net income as a percentage of net sales and
     revenues.



























                                    - 17 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis (Unaudited)
                                          Sept. 30,     Dec. 31,     Sept. 30,
                                             1997         1996         1996
                                          ------------------------------------
                                                 (Dollars in Millions)
                                     ASSETS

Cash and cash equivalents                  $9,930       $13,320       $12,475
Other marketable securities                 4,669         3,642         2,068
                                           ------       -------       -------
  Total cash and marketable securities     14,599        16,962        14,543
Accounts and notes receivable (less allowances)
  Trade                                     5,627         4,909         6,118
  Nonconsolidated affiliates                1,722           927         1,452
Inventories (less allowances)              12,820        11,898        12,129
Contracts in process (less advances and 
  progress payments)                        2,169         2,187         2,159
Equipment on operating leases (less 
  accumulated depreciation)                 3,854         3,918         4,081
Deferred income taxes and other             2,820         3,140         5,374
                                          -------       -------       -------
    Total current assets                   43,611        43,941        45,856
Equity in net assets of nonconsolidated
  affiliates                               10,313         9,855         9,806
Deferred income taxes                      20,341        20,075        18,460
Other investments and miscellaneous 
  assets                                   13,926        11,712        11,728
Property - net                             38,010        37,156        35,888
Intangible assets -net                     14,803        12,523        10,080
                                         --------      --------      --------
    Total assets                         $141,004      $135,262      $131,818
                                          =======       =======       =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $11,871       $11,527       $10,679
Loans payable                               1,766         1,214         1,202
Accrued liabilities and customer deposits  32,440        29,822        30,193
                                           ------        ------        ------
    Total current liabilities              46,077        42,563        42,074
Long-term debt                              6,002         5,192         5,256
Capitalized leases                            184           198           163
Postretirement benefits other than 
  pensions                                 41,820        40,578        40,184
Pensions                                    4,275         5,966         5,104
Other liabilities and deferred 
  income taxes                             16,444        15,650        15,237
Deferred credits                            1,697         1,605         1,856
                                         --------      --------      --------
    Total liabilities                     116,499       111,752       109,874
                                          -------       -------       -------
Minority interests                            705            92           144
General Motors - obligated mandatorily 
   redeemable preferred securities 
   of subsidiary trusts holding solely
   junior subordinated debentures of 
   General Motors
    Series D                                   79             -             -
    Series G                                  143             -             -
Stockholders' equity                       23,578        23,418        21,800
                                         --------      --------      --------
    Total liabilities and 
      stockholders' equity               $141,004      $135,262      $131,818
                                          =======       =======       =======


















                                    - 18 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES


Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)
                                                           Nine Months Ended
                                                              September 30,
                                                            1997       1996
                                                          -------------------
                                                         (Dollars in Millions)

Net cash provided by operating activities                 $11,254   $11,053
                                                           ------    ------

Cash flows from investing activities
  Expenditures for property                                (6,648)   (6,518)
  Investments in companies, net of cash acquired           (1,788)     (126)
  Investments in other marketable securities 
   - acquisitions                                         (11,083)   (8,226)
  Investments in other marketable securities 
   - liquidations                                          10,056     7,352
  Operating leases - acquisitions                          (3,963)   (3,342)
  Operating leases - liquidations                           2,981     3,142
  Special inter-company payment from EDS                        -       500
  Other                                                         -       352
                                                          -------    ------
Net cash used in investing activities                     (10,445)   (6,866)
                                                           ------     ----- 

Cash flows from financing activities
  Net increase (decrease) in loans payable                    552      (985)
  Increase in long-term debt                                  358     1,918
  Decrease in long-term debt                                 (568)     (788)
  Proceeds from issuing common stocks                         471       211
  Repurchases of common stocks                             (3,353)        -
  Cash dividends paid to stockholders                      (1,252)   (1,183)
  Proceeds from sale of minority interest in DIRECTV            -       138
                                                           ------     -----
Net cash used in financing activities                      (3,792)     (689)
                                                            -----      ---- 

Effect of exchange rate changes on cash and 
  cash equivalents                                           (407)     (173)
                                                            -----     -----
Net cash (used in) provided by continuing operations       (3,390)    3,325
                                                            -----     -----
Net cash provided by discontinued operations                    -       103
                                                            -----     -----
Net (decrease) increase in cash and cash equivalents       (3,390)    3,428
Cash and cash equivalents at beginning of the period       13,320     9,047
                                                           ------    ------
Cash and cash equivalents at end of the period             $9,930   $12,475
                                                           ======    ======


























                                    - 19 -

                              HUGHES NEWS RELEASE

      Los Angeles,  October 13, 1997 - Hughes Electronics  Corporation  (Hughes)
today announced third quarter revenues of $4,112.7 million,  an increase of 8.0%
over revenues of $3,807.8 million for the same period in 1996.

      Third  quarter  earnings,   before  the  effects  of  purchase  accounting
adjustments  related to General  Motors'  (GM)  acquisition  of Hughes  Aircraft
Company,  were  $240.2  million,  a  decrease  of 4.7% from the  $252.0  million
reported in the third  quarter of 1996.  Earnings  per share  decreased  4.8% to
$0.60 per share from $0.63 per share in 1996.

      Operating profit (excluding GM purchase accounting adjustments) was $375.8
million for the third quarter,  a 3.5% decline from the $389.3 million  reported
during the comparable  period in 1996.  The operating  profit margin on the same
basis was 9.1% for the quarter compared with 10.2% in the third quarter of 1996.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive Officer,  said,
"Third  quarter  financial  performance  was  highlighted  by  record  sales and
operating profit in the  Telecommunications  and Space segment.  Hughes' revenue
growth was mostly due to increased  sales  resulting from  continued  DIRECTV(R)
subscriber  growth in the United  States and Latin  America,  the 1997  PanAmSat
merger, and build-up of defense information systems and services programs, which
more than  offset  the  decline in Delco  Electronics  revenues  resulting  from
reduced  electronic  content per GM vehicle." Mr. Armstrong  further stated that
the  improved  operating  profit in the  Telecommunications  and  Space  segment
resulted principally from DIRECTV subscriber growth and the PanAmSat merger, but
that overall Hughes earnings were negatively impacted by lower operating margins
at Delco Electronics caused by continued price reductions.

                          Nine-Month Financial Review

      For the first nine months of 1997,  revenues  were  $13,006.5  million,  a
12.2% increase from the $11,590.4  million  reported in the first nine months of
1996. Included in 1997 was a $489.7 million pre-tax gain related to the PanAmSat
merger,  while 1996 included a $120.3 million  pre-tax gain  recognized from the
sale of 2.5% of  DIRECTV  to AT&T.  Excluding  these  one-time  gains,  revenues
increased  9.1% to  $12,516.8  million from  $11,470.1  million in the same 1996
period.  This growth was primarily the result of increased  revenues  associated
with the  PanAmSat  merger,  DIRECTV  subscriber  growth,  the build-up of newer
defense programs, and increased sales of commercial satellites.

      Operating profit  (excluding GM purchase  accounting  adjustments) for the
first nine months of 1997 was $1,039.7 million compared with $1,224.9 million in
the same period last year. The operating profit margin on the same basis for the
first  nine  months of 1997 was 8.3%  compared  with  10.7% in the prior  year's
period.  This  reduction  was  principally  the  result of lower  margins in the
Automotive  Electronics  segment  mostly  due  to  price  reductions,   start-up
operating  losses  related to the DIRECTV  service in Latin  America,  and lower
wireless telecommunications equipment sales and margins.







                                    - 20 -

      Earnings (excluding GM purchase accounting adjustments) increased 16.8% to
$1,016.8  million in the first nine months of 1997 compared with $870.3  million
reported  during the same period in 1996.  Earnings per share increased 16.5% to
$2.54  from  $2.18 per share in the first  nine  months of 1996.  Excluding  the
one-time  gains  associated  with the  PanAmSat  merger  and the sale of 2.5% of
DIRECTV to AT&T in 1996,  earnings decreased 12.6% to $698.5 million from $798.7
million in 1996 and  earnings  per share  decreased  12.5% to $1.75 from  $2.00,
primarily due to lower operating profits.

                              Transactions Update

      On October 6, 1997 the General  Motors Board of Directors  approved  final
terms of a series of related  strategic  transactions  involving Hughes. A press
release issued that day discussed, in particular, the spin-off of Hughes Defense
from Hughes and subsequent merger with Raytheon  Company,  the transfer of Delco
Electronics   from  Hughes  to  GM's   Delphi   Automotive   Systems,   and  the
recapitalization  of GM Class H  common  stock  into a new  stock  tracking  the
telecommunications and space business of Hughes.


                   Segment Financial Review: Third Quarter

                          TELECOMMUNICATIONS AND SPACE

      Revenues for the third quarter were $1,242.2 million, an increase of 25.7%
over  revenues of $988.5  million  reported in last year's third  quarter.  This
growth was primarily due to continued  expansion of the DIRECTV  subscriber base
in the United  States and Latin America and  increased  revenues  related to the
PanAmSat  merger.  DIRECTV  subscribers at September 30, 1997 month-end  totaled
2,892,000 in the United States and 233,000 in Latin America.

      Operating profit in the third quarter increased to $115.0 million compared
with $62.0  million  reported  in the same  period of 1996.  This  increase  was
largely the result of improved  performance in the domestic DIRECTV business and
operating  profit  generated  by  PanAmSat.   Consequently,  the  third  quarter
operating profit margin increased to 9.2% compared with 6.2% last year.


                             AUTOMOTIVE ELECTRONICS

      Revenues for the third  quarter  decreased  5.1% to $1,209.5  million from
revenues of $1,274.6 million for the same period in 1996. The decline reflects a
9.3% decrease in Delco-supplied  electronic content in GM vehicles, from $900 to
$816 per vehicle,  which more than offset a 9.8% increase in  international  and
non-GM sales from $236 million to $259 million.

      Operating  profit  declined to $95.9  million in the  quarter  from $166.3
million in the  comparable  1996 period.  The decline was primarily due to price
reductions  resulting from  competitive  pricing in connection  with GM's global
sourcing initiative, and the impact from continued international expansion. As a
result,  third quarter  operating  profit margin  declined to 8.0% from 13.1% in
1996.





                                    - 21 -

                         AEROSPACE AND DEFENSE SYSTEMS

      Third quarter 1997 revenues  were $1,628.4  million,  a 6.8% increase over
revenues of $1,524.5  million reported last year. The growth was principally due
to the build-up of several newer programs,  particularly information systems and
services  programs such as Hughes Air Warfare  Center,  Desktop V, and Wide Area
Augmentation  System, and the acquisition of the Marine Systems Group of Alliant
Techsystems in March 1997.

      Operating  profit  for the period  decreased  slightly  to $165.7  million
compared  with  $167.1  million  for the third  quarter of 1996.  The 1997 third
quarter  operating  profit margin was 10.2%  compared with 10.9% last year.  The
reduced operating profit margin was primarily due to a continued sales mix shift
toward information systems and services programs.
















































                                    - 22 -
CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                             Nine Months
                                      Third Quarter      Ended September 30,
                                      -------------      ------------------
                                      1997      1996     1997         1996 
                                      ----      ----     ----         -----
Revenues
Net sales
   Outside customers                $3,040.3 $2,590.8   $8,737.8    $7,560.9
   General Motors and affiliates     1,077.2  1,219.3    3,773.5     3,895.4
Other (loss) income - net               (4.8)    (2.3)     495.2       134.1 
                                       -----    -----      -----      ------

Total Revenues                       4,112.7  3,807.8   13,006.5    11,590.4 
                                     -------  -------   --------    --------

Costs and Expenses
Cost of sales and other operating charges,
   exclusive of items listed below   3,126.2  2,890.5    9,668.0     8,781.6
Selling, general, and administrative
   expenses                            435.9    383.6    1,312.4     1,041.9
Depreciation and amortization          179.6    146.7      491.2       407.9
Amortization of GM purchase accounting 
   adjustments related to 
   Hughes Aircraft Company              30.5     30.5       91.7        91.7
Interest expense - net                  14.0      5.1       41.7        11.7 
                                       -----     ----      -----       -----

Total Costs and Expenses             3,786.2  3,456.4   11,605.0    10,334.8 
                                     -------  -------   --------    --------

Income before Income Taxes and 
   Minority Interests                  326.5    351.4    1,401.5     1,255.6
Income taxes                           112.8    144.7      498.1       508.4
Minority interests in net (income) 
   losses of subsidiaries               (4.0)    14.8       21.7        31.4 

Net Income                             209.7    221.5      925.1       778.6
Adjustments to exclude the effect 
   of GM purchase accounting
   adjustments related to 
   Hughes Aircraft Company              30.5     30.5       91.7        91.7 
                                      ------   ------     ------      ------

Earnings Used for Computation of Available
   Separate Consolidated Net Income   $240.2   $252.0   $1,016.8      $870.3 
                                       =====    =====    =======       =====

Available Separate Consolidated 
   Net Income                          $61.3    $62.3     $257.1      $213.5 
                                        ====     ====      =====       =====

Net Earnings Attributable to General 
   Motors Class H Common Stock on a 
   Per Share Basis                     $0.60    $0.63      $2.54       $2.18 
                                        ====     ====       ====        ====

Certain  1996  amounts  have  been   reclassified   to conform  with  the  1997
presentation.
















                                    - 23 -


CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
                                                  September 30,   December 31,
ASSETS                                                1997             1996
                                                  -------------    -----------
Current Assets
Cash and cash equivalents                          $1,443.1         $1,161.3
Accounts and notes receivable
   Trade receivables                                1,303.9          1,200.6
   General Motors and affiliates                      126.1            113.4
Contracts in process                                2,169.4          2,186.5
Inventories                                         1,761.7          1,528.5
Prepaid expenses, including deferred income taxes     694.6            568.1 
-------------------------------------------------  --------          -------

Total Current Assets                                7,498.8          6,758.4
Property - Net                                      2,934.0          2,886.6
Telecommunications and Other Equipment - Net        2,586.4          1,133.5
Intangible Assets - Net                             5,757.8          3,466.0
Investments and Other Assets                        2,436.1          2,235.6 

Total Assets                                      $21,213.1        $16,480.1 
------------                                      ----------       ----------

LIABILITIES AND STOCKHOLDER'S EQUITY 
Current Liabilities
Accounts payable
   Outside                                           $982.3           $896.4
   General Motors and affiliates                       13.0             27.5
Advances on contracts                                 753.3            868.9
Notes and loans payable                               687.7            248.1
Income taxes payable                                  218.8            132.9
Accrued liabilities                                 1,706.2          2,025.8 
-------------------                                 -------          -------
Total Current Liabilities                           4,361.3          4,199.6
Long-Term Debt and Capitalized Leases               2,836.1             34.5
Postretirement Benefits Other Than Pensions         1,692.5          1,658.9
Other Liabilities and Deferred Credits              1,873.8          1,386.4
Minority Interests                                    639.4             20.8
Total Stockholder's Equity                          9,810.0          9,179.9 
--------------------------                          --------         --------

Total Liabilities and Stockholder's Equity        $21,213.1        $16,480.1 
                                                   ========         ========

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).

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.














                                    - 24 -
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Nine Months
                                      Third Quarter      Ended September 30,
                                      1997      1996     1997        1996  
                                      ----      ----     ----        ------
TELECOMMUNICATIONS AND SPACE
Revenues
   Amount                             $1,242.2   $988.5  $3,870.3   $2,862.1
   As a percentage of Hughes Revenues     30.2%    26.0%     29.8%      24.7%
Net Sales                             $1,249.9   $993.9  $3,407.0   $2,765.2
Operating Profit (1)                    $115.0    $62.0    $162.3     $193.5
Operating Profit Margin (2)                9.2%     6.2%      4.8%       7.0%
Depreciation and Amortization (3)        $79.0    $53.9    $196.2     $141.8
Capital Expenditures (4)                $332.9   $109.3    $551.9     $334.9 
------------------------                -------  -------   -------    -------
AUTOMOTIVE ELECTRONICS
Revenues
   Amount                             $1,209.5 $1,274.6  $4,116.6   $4,099.1
   As a percentage of Hughes Revenues     29.4%    33.5%     31.6%      35.4%
Net Sales                             $1,205.1 $1,267.6  $4,095.9   $4,068.0
Operating Profit (1)                     $95.9   $166.3    $375.9     $562.0
Operating Profit Margin (2)                8.0%    13.1%      9.2%      13.8%
Depreciation and Amortization            $58.1    $48.2    $169.9     $147.5
Capital Expenditures                     $36.9    $53.5    $109.2     $155.9 
--------------------                     ------   ------   -------    -------
AEROSPACE AND DEFENSE SYSTEMS
Revenues
   Amount                             $1,628.4 $1,524.5  $4,912.6   $4,546.7
   As a percentage of Hughes Revenues     39.6%    40.0%     37.8%      39.2%
Net Sales                             $1,624.8 $1,529.3  $4,904.7   $4,543.5
Operating Profit (1)                    $165.7   $167.1    $502.0     $486.4
Operating Profit Margin (2)               10.2%    10.9%     10.2%      10.7%
Depreciation and Amortization (3)        $39.5    $43.9    $116.0     $109.9
Capital Expenditures                     $28.5    $50.6     $96.6     $105.7  
--------------------                     ------   ------    ------    --------
CORPORATE AND OTHER
Operating Loss (1)                       $(0.8)   $(6.1)    $(0.5)    $(17.0)
==================                       ======   ======    ======    =======

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation. 
*   The Consolidated Financial Statements reflect the application of purchase
    accounting  adjustments  related  to GM's  acquisition  of  Hughes  Aircraft
    Company.   However,  as  provided  in  the  General  Motors  Certificate  of
    Incorporation,  the  earnings  attributable  to GM Class H common  stock for
    purposes of determining the amount available for the payment of dividends on
    GM Class H common stock specifically excludes such adjustments.  In order to
    provide  additional  analytical data, the above unaudited pro forma selected
    segment data, which excludes the purchase accounting  adjustments related to
    GM's acquisition of Hughes Aircraft Company, is presented.
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
(2) Operating Profit as a percentage of Net Sales.
(3) Excludes amortization arising from purchase accounting adjustments
    related to GM's  acquisition of Hughes  Aircraft  Company  amounting to $5.3
    million  in each of the  third  quarters  and $15.9  million  in each of the
    nine-month  periods for the  Telecommunications  and Space segment and $25.2
    million  in each of the  third  quarters  and $75.6  million  in each of the
    nine-month periods for the Aerospace and Defense Systems segment.
(4)Includes  expenditures  related  to  telecommunications  and other  equipment
   amounting  to $280.6  million,  $38.7  million,  $410.2  million,  and $142.6
   million, respectively.









                                    - 25 -

                     GMAC ANNOUNCES THIRD-QUARTER EARNINGS

   DETROIT  -- GMAC  (General  Motors  Acceptance  Corporation)  reported  third
quarter 1997  consolidated  net income of $312 million,  up 2% from $307 million
earned in the third  quarter of 1996,  GMAC  President  John R. Rines  announced
today.

   In the third quarter of 1997, net income from financing operations, including
the GMAC Mortgage  Group,  totaled $262 million,  up from $252 million earned in
1996. The earnings  increase  primarily  reflects  growth in mortgage  financing
operations.  Earnings from auto financing operations were flat, with reduced net
financing margins offset by reduced operating expenses.

   Motors  Insurance  Corporation,  GMAC's insurance  subsidiary,  generated net
income of $50  million in the  quarter,  down 9% from the same period last year.
The  earnings  decrease  is due to  lower  capital  gains  partially  offset  by
favorable  underwriting  results,  mostly from automobile insurance and extended
warranty coverages.

   GMAC's  consolidated  third quarter  results brought net income for the first
nine months of 1997 to $1,022  million,  up 6% from $966  million  earned in the
same period of 1996.

                                    * * *



                                   SIGNATURE

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


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                  (Registrant)
Date    October 14, 1997
        -----------------
                                         By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)


















                                    - 26 -
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 83734}]
{"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": "97695112"}, "business-address": {"street1": "100 RENAISSANCE CTR", "street2": "3044 W GRAND BLVD", "city": "DETROIT", "state": "MI", "zip": "48202-3091", "phone": "3135565000"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) October 13, 1997
                                  ----------------

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

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

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

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

                                    - 1 -
ITEM 5. OTHER EVENTS

         On October 14,  1997, a news release was issued on the subject of third
quarter consolidated  earnings for General Motors (GM). The news release did not
include financial  statement  footnotes and certain other financial  information
that will be filed with the Securities and Exchange  Commission at a later date.
The GM news release and related  news  releases  for third  quarter  earnings of
Hughes  Electronics  Corporation  (Hughes),  dated October 13, 1997, and General
Motors Acceptance Corporation (GMAC), dated October 14, 1997, respectively, were
as follows:

                                GM NEWS RELEASE

             GM REPORTS THIRD-QUARTER NET INCOME OF $1.1 BILLION
   NORTH AMERICAN OPERATIONS' THIRD-QUARTER FINANCIAL PERFORMANCE BEST EVER

      DETROIT -- General  Motors Corp.  (GM) reported  today that net income for
the third quarter of 1997 totaled $1.1 billion,  or $1.35 per share of GM $1-2/3
par value common stock.

      That compares  with $1.0 billion,  or $1.23 per share in the third quarter
of 1996,  excluding the  favorable  effect of a  nonrecurring  adjustment to the
corporation's  plant-closing  reserve.  Including the  adjustment,  reported net
income in the  third  quarter  of 1996 was $1.3  billion,  or $1.57  per  share.
Results  for the third  quarter  of 1997 were the best for any third  quarter in
GM's history, excluding that 1996 favorable adjustment.

      GM's  North   American   Operations   (GM-NAO)   reported  its   best-ever
third-quarter financial performance, with net income totaling $423 million. That
compares  with  $24  million  in  the  third  quarter  of  1996,  excluding  the
above-mentioned favorable  plant-closing-reserve  adjustment.  GM-NAO's reported
net income for the third quarter of 1996 was $277 million.

      "The  continuing  improvement  at GM-NAO is a great example of what can be
accomplished  when you stay focused on reducing costs,  and deliver exciting new
products to customers," said GM Chairman,  Chief Executive Officer and President
John F. Smith, Jr.

      "The  corporation's  financial  strength  in the third  quarter,  which is
typically the most challenging quarter for our industry,  is a strong indication
that our strategies are on target to strengthen GM's leadership  position in the
industry," Smith said.

      "Our  record-setting   performance  for  the  year  to  date  dramatically
underscores  our ongoing  progress,  with net income and  earnings per share the
highest we've ever reported for the nine-month  period," Smith said. "Net income
totaled $5.0 billion,  or $6.35 per share,  during the first nine months of 1997
-- an all-time record for the period when you back out EDS from prior years."

      Following  is a snapshot  of  third-quarter-1997  results  from GM's other
automotive sectors:
      -  Delphi  Automotive  Systems (Delphi) reported net income of $55 million
         in the third  quarter of 1997,  compared with $238 million in the third
         quarter of 1996.
      -  GM International  Operations (GMIO) reported net income of $137 million
         in the  third  quarter  of 1997,  compared  with  $323  million  in the
         prior-year period.

                                    - 2 -

Highlights of  third-quarter-1997  results  reported by GM's major  subsidiaries
included the following:
      -  General Motors  Acceptance  Corporation  (GMAC)  reported net income of
         $312 million for the third quarter of 1997, compared with net income of
         $307 million in the third quarter of 1996.
      -  Hughes  Electronics  Corporation  (Hughes) reported  third-quarter-1997
         earnings of $240 million, compared with earnings of $252 million in the
         prior-year period.

      (See  additional   information  in  sections   detailing  GM  consolidated
financial data, individual automotive sector results, and "Highlights.")

GM CONSOLIDATED FINANCIAL DATA (with financing & insurance operations on an
equity basis)

      Consolidated net income in the third quarter of 1997 totaled $1.1 billion,
or $1.35 per share.  That compares with $1.0 billion,  or $1.23 per share in the
third  quarter  of  1996,  excluding  the  favorable  effect  of a  nonrecurring
adjustment  to the  corporation's  plant-closing  reserve,  which  totaled  $253
million after taxes,  or $0.34 per share.  The strength of earnings in the third
quarter of 1997 is even more evident  considering  the fact that earnings in the
comparable  period of 1996 were  favorably  affected  by a  substantially  lower
effective income-tax rate, which resulted in a benefit of $270 million, or $0.35
per share, compared with the third quarter of 1997.

      The  corporation's  pretax income was $1.0 billion in the third quarter of
1997, compared with $918 million in the third quarter of 1996.

      The corporation's  after-tax net-profit margin -- reported net income as a
percentage  of net sales and revenues -- was 2.9 percent in the third quarter of
1997, compared with 3.7 percent in the third quarter of 1996.

      Cash and  marketable  securities  totaled $14.6 billion at Sept. 30, 1997,
compared  with $14.5  billion at Sept.  30 1996,  and $14.9  billion at June 30,
1997.

      Strong  cash  generation  from  operations  made it  possible  to  support
capital-spending programs, adequately fund pension plans, continue to repurchase
shares of GM common stock, and keep an appropriate level of cash reserves.

      Cash  contributions to U.S. pension plans during the third quarter of 1997
totaled $1.1 billion.  During the first nine months of 1997, cash  contributions
to the plans totaled $1.5 billion,  which is expected to be adequate to maintain
a fully funded status on an economic  basis for the balance of the 1997 calendar
year.

      In the third  quarter  of 1997,  GM used  approximately  $850  million  to
acquire 13.7 million shares of GM $1-2/3 par value common stock. These purchases
completed  a $2.5  billion  repurchase  program  that  concluded  July  31,  and
represent 14 percent of the second $2.5 billion  repurchase program announced in
August.  A total of $2.8  billion in cash was used to  repurchase  49.2  million
shares under the two programs during the first nine months of 1997.

                                     - 3-

      Approval  by the GM Board of  Directors  on October 6 of final  terms of a
series  of  related  strategic   transactions  involving  the  company's  Hughes
Electronics  subsidiary,  "were another  significant step to unlock  stockholder
value at GM," Smith said.

      Net sales and revenues in the third quarter of 1997 totaled $37.1 billion,
compared with $34.6 billion in the same period last year.
      Following  is a  summary  of  financial  performance  for GM's  automotive
business sectors (see "Highlights" for additional information.)

GM NORTH AMERICAN OPERATIONS (GM-NAO)

      GM North American Operations'  third-quarter-1997  net income totaled $423
million.  That compares with $24 million in the third quarter of 1996, excluding
the  favorable   effect  of  the  previously   mentioned   plant-closing-reserve
adjustment.  Reported  net  income in the third  quarter  of 1996  totaled  $277
million.

      GM-NAO  reported  pretax  income of $608  million in the third  quarter of
1997, compared with $238 million in the prior-year period.

      GM-NAO's  net-profit  margin was 1.8 percent in the third quarter of 1997,
compared with 1.2 percent in the prior-year period.

      "By  continuing  to reduce costs and improve  efficiencies,  GM-NAO scored
significant   improvements  in  financial   performance   even  with  relatively
comparable sales volume," Smith said.

      The  third-quarter-1997  results  were  favorably  affected  by  continued
improvement in the cost and profitability of GM's new vehicles, and improvements
in material costs, manufacturing efficiencies, and engineering throughput. These
gains were partially offset by higher incentive costs on carryover models in the
intensely competitive U.S. market.

      "We're very pleased with the progress demonstrated by the GM-NAO team, but
further  improvements are necessary to meet our  financial-performance  targets,
and that's why we must continue to grow our brands and increase  vehicle sales,"
Smith said.

      GM vehicle  deliveries  in the United  States in the third quarter of 1997
totaled  1,253,000  units,  which resulted in a  31.7-percent  share of the U.S.
vehicle market,  compared with 1,182,000 units, and a 30.4-percent  share in the
third quarter of 1996. (See additional information in "Highlights.")

      The higher market share is due in large part to the  increased  production
of GM's newest  products in North America,  in particular new midsize  passenger
cars and vans.  Sales are expected to remain strong in the remainder of the year
as a result of the growing  availability  of all-new and  redesigned  1998-model
vehicles. These models include the Oldsmobile Intrigue, Buick Century and Regal,
Chevrolet  Prizm,  and Cadillac  Seville  passenger  cars,  as well as Chevrolet
Blazer, GMC Jimmy and Oldsmobile Bravada sport-utility vehicles.

                                    - 4 -

DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

      Delphi Automotive  Systems reported net income of $55 million in the third
quarter of 1997, compared with $238 million in the third quarter of 1996.

      Delphi reported pretax income of $30 million in the third quarter of 1997,
compared with pretax income of $187 million in the prior-year period.

      Delphi's  net-profit  margin was 0.9 percent in the third quarter of 1997,
compared with a net-profit margin of 3.7 percent in the prior-year period.

      Delphi's third-quarter-1997 results reflect the impact of price reductions
driven by competitive pressures,  and accompanying  manufacturing start-up costs
associated  with a high level of  product  turnover  in line with OEM  new-model
introductions.   These   factors  were   partially   offset  by  material-   and
structural-cost improvements.

      "Delphi  continues  to expand  globally,"  Smith said.  "By  refining  its
product  portfolio,  developing  new business  opportunities,  and  aggressively
growing  through  new  acquisitions  and joint  ventures,  Delphi is  creating a
significant global presence."

      Delphi's  third-quarter-1997 sales to customers outside the GM-NAO vehicle
groups increased more than $67 million  compared with the prior-year  period and
represented  approximately  39  percent  of total  sales,  including  all  joint
ventures.

GM INTERNATIONAL OPERATIONS (GMIO)

      GM  International  Operations  reported net income of $137 million for the
third  quarter of 1997,  compared  with net  income of $323  million in the same
period of 1996.

      GMIO reported  pretax income of $168 million in the third quarter of 1997,
compared with pretax income of $268 million in the third quarter of 1996.
      The  net-profit  margin for GMIO was 1.6  percent in the third  quarter of
1997, compared with 3.9 percent in the prior-year period.

      "Third-quarter earnings reflect the intensely competitive market pressures
in Europe,  the launch of the Saab 9-5, and expenses  related to GM's  ambitious
capacity  expansion  programs in key growth  markets -- in particular  the Latin
American and the Asia-Pacific  regions.  The unfavorable impact on earnings from
the  capacity-expansion   programs  was  offset  somewhat  by  continued  strong
performance in Latin America," Smith said.

      GM's automotive operations in Europe reported a net loss of $21 million in
the third quarter of 1997,  compared with net income of $75 million in the third
quarter last year.

      For the remainder of GM International Operations, which includes the Latin
American and Asia and Pacific Operations, net income totaled $158 million in the
third quarter of 1997, compared with $248 million in the prior-year period.

                                    # # #

                                    - 5 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)               Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
     Manufactured products            $37,103     $34,590
     Financial services                 3,162       3,179
     Other income                       1,625       1,309
                                    --------     --------
       Total net sales and revenues   $41,890     $39,078
                                    ========     ========
     .....................................................
     Total net sales and revenues(1)  $37,125     $34,607
     Gross profit margin percentage(1)   15.2%       14.4%
     .....................................................
     Income from continuing operations
       before income taxes(1,2)        $1,042        $918
     Effective income tax rate(1,3)      27.7%        2.9%
     .....................................................
       Consolidated net income(2)      $1,067      $1,271
       Plant closing reserve
         adjustment(2)                      -         253
                                       ------       ------
       Consolidated net income
         - excluding special item      $1,067      $1,018
                                      ======       ======
     .....................................................
     Net profit margin(1)                2.9%         3.7%
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(2)               $964      $1,188
       Class H                             61          62
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(2)              $1.35       $1.57
       Plant closing reserve
         adjustment(2)                      -        0.34
                                       ------       ------
       Earnings attributable to
         $1-2/3 par value - excluding
         special item                   $1.35       $1.23
                                       =====       ======
         Class H                        $0.60       $0.63
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $0.50       $0.40
       Class H                          $0.25       $0.24
      .....................................................
     Book Value Per Share of Common Stocks
                        Sept. 30   Dec. 31     Sept. 30
                          1997      1996         1996
                        --------   -------     --------
       $1-2/3 par value  $30.17     $27.95      $25.95
       Class H           $15.09     $13.97      $12.98
     ....................................................

   See footnotes on page 9.

                                                                       continues

                                - 6 -

     HIGHLIGHTS - Q3 Financial Results
     (Dollars in Millions)            Three Months Ended
                                         September 30,
                                   ----------------------
                                         1997         1996
      ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $24,047     $22,267
                                       ------      ------
         Pre-tax income                  $608        $238
         Income tax expense (credit)      172         (35)
         Equity income (loss)             (13)          4
                                       ------      ------
           GM-NAO net income(2)          $423        $277
                                       ======      ======
       Delphi:
         Net sales and revenues        $6,044      $6,370
                                       ------      ------
         Pre-tax income                   $30        $187
         Income tax credit                 (6)        (35)
         Minority interests                 2           4
         Equity income                     17          12
                                       ------      ------
           Delphi net income              $55        $238
                                       ======      ======
       GMIO:
         Net sales and revenues        $8,641      $8,260
                                       ------      ------
         Pre-tax income                  $168        $268
         Income tax expense (credit)       47         (35)
         Minority interests                18          (3)
         Equity income (loss)              (2)         23
                                       ------      ------
           GMIO net income(4)            $137        $323
                                       ======      ======
       GMAC net income                   $312        $307
       Hughes earnings                    240         252
       Other(5)                          (100)       (126)
                                       ------      ------
         Consolidated net income       $1,067      $1,271
                                       ======      ======
     .....................................................

   See footnotes on page 9.

                                                                       continues

                                - 7 -

     HIGHLIGHTS - Q3 Operating Information
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars             651          661
                        Trucks           489          487
                                     -------      -------
         Total United States           1,140        1,148
       Canada and Mexico                 141          105
                                     -------      -------
           Total North America         1,281        1,253
       International                     845          752
                                     -------      -------
             Total Worldwide           2,126        2,005
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  260          258
                 - Trucks                380          361
       Pontiac                           163          134
       GMC                               118          110
       Buick                             120          109
       Oldsmobile                         82           85
       Saturn                             70           76
       Cadillac                           52           39
       Other                               8           10
                                      ------        -----
         Total United States           1,253        1,182
     Canada and Mexico                   149          111
                                      ------       ------
         Total North America           1,402        1,293
                                      ------       ------
     International
       Europe                            463          424
       Latin America, Africa, and the
         Middle East                     218          182
       Asia and Pacific                  161          164
                                      ------       ------
         Total International             842          770
                                      ------       ------
             Total Worldwide           2,244        2,063
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           33.7%         32.1%
         Trucks                         29.2%         28.4%
           Total                        31.7%         30.4%
       Western Europe                   11.1%         11.2%
       Latin America                    19.6%         19.1%
       Asia and Pacific                  5.0%          4.9%
             Total Worldwide            16.6%         16.1%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             22.5%         23.3%
       % Fleet Sales - Trucks           10.0%          7.5%
       Total Vehicles                   17.2%         16.8%
     ....................................................
     Days Supply of Inventory -- U.S.
     Gross Landed Stock
       Cars                               69            77
       Trucks                             90            99
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    89.9%         88.5%
     ....................................................
     Retail Incentives ($ per unit)
       GM-NAO                           $992          $764
       GM Europe                        $637          $556
     ....................................................
     See footnotes on page 9.
                                                                       continues

                                - 8 -

     HIGHLIGHTS - Q3 Operating Information
     (Dollars in Millions)
                                      Three Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization(1)
       Depreciation                   $1,081       $1,066
       Amortization of special tools     690          692
       Amortization of intangible
         assets                           59           40
                                       -----        -----
                                      $1,830       $1,798
                                       =====        =====
     ....................................................
     Worldwide Employment at September 30 (in 000s)
       GM-NAO                            239          245
       Delphi                            175          180
       GMIO                              116          110
       GMAC                               18           17
       Hughes                             87           84
       Other                              11           11
                                         ---          ---
         Total                           646          647
                                         ===          ===
     ....................................................
     Worldwide Payrolls                $7,464      $7,490
     ....................................................
     (1) Calculated with financing and insurance operations on an
         equity basis.
     (2)  The  third  quarter  1996  results  include a  nonrecurring  favorable
          adjustment of $409 million pretax, which is $253 million after-tax, or
          $0.34 per share of GM $1-2/3  par value  common  stock,  reflecting  a
          reduction to the corporation's plant closing reserve.
     (3)  The low third quarter 1996 effective  income tax rate resulted  mainly
          from the favorable resolution of items related to GM's tax returns for
          prior years,  overall  foreign tax rates that were lower than the U.S.
          statutory  rate,  and  reinstatement  of research and  experimentation
          credits for the last half of 1996.
     (4) GMIO Includes:                  Three Months Ended
                                            September 30,
                                         ------------------
                                         1997           1996
                                         ----           ----
                        GM Europe        $(21)           $75
                        Other GMIO       $158           $248
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.

                                - 9 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions Except
     Per Share Amounts)                Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------

     Net sales and revenues
       Manufactured products         $114,267    $109,416
       Financial services               9,563       9,483
       Other income                     5,447       4,201
                                     --------    --------
         Total net sales and
           revenues                  $129,277    $123,100
                                     ========    ========
     .....................................................
     Total net sales and revenues(1) $114,323    $109,461
     Gross profit margin percentage(1)   16.5%       15.1%
     .....................................................
     Income from continuing operations
       before income taxes(1)          $5,798      $4,208
     Effective income tax rate(1)        33.3%       27.3%
     .....................................................
     Income from continuing
       operations                      $4,961      $4,167
     Income from discontinued
       operations(2)                        -          10
                                     --------    --------
       Consolidated net income         $4,961      $4,177
                                     ========    ========
     Net profit margin(1)                 4.3%        3.8%
     .....................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value(3)             $4,622      $3,887
       Class E(2)                           -          15
       Class H                            257         214
     .....................................................
     Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value(3)              $6.35       $5.14
       Class E(2)                           -        0.04
       Class H                           2.54        2.18
     .....................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value                 $1.50       $1.20
       Class E                              -        0.30
       Class H                           0.75        0.72
      .....................................................

      See footnotes on page 13.

                                                                       continues

                               - 10 -

     HIGHLIGHTS - 9 Months Financial Results
     (Dollars in Millions)             Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
     ----------------------------  ---------   ----------
     Major Business Sector Results
       GM-NAO:
         Net sales and revenues       $74,729     $70,879
                                       ------      ------
         Pre-tax income                $2,418        $795
         Income tax expense               775         130
         Equity income                     18          38
                                       ------      ------
           GM-NAO net income           $1,661        $703
                                       ======      ======
       Delphi:
         Net sales and revenues       $19,486     $19,865
                                       ------      ------
         Pre-tax income                  $735        $838
         Income tax expense               236         197
         Minority interests                 8           -
         Equity income                     38          31
                                       ------      ------
           Delphi net income             $545        $672
                                       ======      ======
       GMIO:
         Net sales and revenues       $26,635     $26,358
                                       ------      ------
         Pre-tax income                $1,368      $1,477
         Income tax expense               444         344
         Minority interests                28          (9)
         Equity income (loss)             (10)         55
                                       ------      ------
           GMIO net income(4)            $942      $1,179
                                       ======      ======
       GMAC net income                 $1,022        $966
       Hughes earnings                  1,017         870
       Other(5)                          (226)       (223)
                                       ------      ------
         Income from continuing
           operations                   4,961       4,167
                                       ------      ------
       Income from discontinued
         operations(3)                      -          10
                                       ------      ------
         Consolidated net income       $4,961      $4,177
                                       ======      ======

      See footnotes on page 13.

                                                                       continues

                               - 11 -
HIGHLIGHTS - 9 Months Operating Information
                                       Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Worldwide Wholesale Sales (Units in 000s)
       United States:   Cars           2,054        2,066
                        Trucks         1,579        1,522
                                     -------      -------
         Total United States           3,633        3,588
       Canada and Mexico                 465          357
                                     -------      -------
           Total North America         4,098        3,945
       International                   2,464        2,332
                                     -------      -------
             Total Worldwide           6,562        6,277
                                     =======      =======
     ....................................................
     Vehicle Unit Deliveries (Units in 000s)
     United States
       Chevrolet - Cars                  765          858
                 - Trucks              1,122        1,127
       Pontiac                           477          423
       GMC                               351          345
       Buick                             325          334
       Oldsmobile                        228          256
       Saturn                            199          217
       Cadillac                          139          125
       Other                              22           23
                                      ------        -----
         Total United States           3,628        3,708
     Canada and Mexico                   432          345
                                      ------       ------
         Total North America           4,060        4,053
                                      ------       ------
     International
       Europe                          1,421        1,404
       Latin America, Africa, and
         the Middle East                 583          510
       Asia and Pacific                  455          474
                                      ------       ------
         Total International           2,459        2,388
                                      ------       ------
             Total Worldwide           6,519        6,441
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           32.5%        33.1%
         Trucks                         28.8%        28.9%
           Total                        30.8%        31.3%
       Western Europe                   11.3%        11.8%
       Latin America                    19.1%        19.5%
       Asia and Pacific                  4.5%         4.6%
             Total Worldwide            16.0%        16.4%
     ....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             25.1%        25.7%
       % Fleet Sales - Trucks           13.1%        10.8%
       Total Vehicles                   20.0%        19.6 %
     ....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    92.5%        83.2%
     ....................................................
     Retail Incentives ($ per unit)
       GM-NAO                           $971         $688
       GM Europe                        $583         $488
     ....................................................

     See footnotes on page 13.

                                                                       continues

                               - 12 -

     HIGHLIGHTS - 9 Months Operating Information
     (Dollars in Millions Except
     Per Share Amounts)                 Nine Months Ended
                                          September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
     Depreciation and amortization(1)
       Depreciation                   $3,208       $3,055
       Amortization of special tools   2,267        2,277
       Amortization of intangible
         assets                          152          103
                                       -----        -----
                                      $5,627       $5,435
                                       =====        =====
     ....................................................
     Worldwide Payrolls-Continuing
       Operations                    $22,828      $22,462
     ....................................................
     (1) Calculated with financing and insurance operations on an
          equity basis.
     (2) Through the June 7, 1996 split-off date of EDS.
     (3) $1-2/3 par value includes:
                                       Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
           Earnings (loss) attributable to:
           Continuing operations       $4,622      $3,892
           Discontinued operations          -          (5)
                                        -----       -----
             Net earnings              $4,622      $3,887
                                        =====       =====
           Earnings (loss) per share attributable to:
           Continuing operations        $6.35       $5.15
           Discontinued operations         -        (0.01)
                                        -----       -----
             Net earnings per share     $6.35       $5.14
                                        =====       =====
     (4) GMIO includes:                Nine Months Ended
                                         September 30,
                                   ----------------------
                                        1997         1996
                                   ---------   ----------
                        GM Europe       $440         $679
                        Other GMIO      $502         $500
     (5) Includes  Allison  Transmission  Division,  GM  Locomotive  Group,  and
         purchase  accounting  adjustments,  as well as certain  tax and foreign
         exchange items not allocated to any one business sector.

                                    - 13 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30, 
                                      1997       1996        1997       1996
                                    ------------------     -------------------
                                 (Dollars in Millions Except Per Share Amounts)
Net sales and revenues
Manufactured products                $37,103   $34,590    $114,267    $109,416
Financial services                     3,162     3,179       9,563       9,483
Other income                           1,625     1,309       5,447       4,201
                                     -------   -------    --------    --------
    Total net sales and revenues      41,890    39,078     129,277     123,100
                                      ------    ------     -------     -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below     31,484    29,624      95,522      92,871
Selling, general, and administrative 
  expenses                             3,884     3,632      11,459      10,280
Depreciation and amortization expenses 3,030     2,927       9,196       8,917
Interest expense                       1,508     1,423       4,469       4,258
Plant closing expense (adjustment)         -      (409)         80        (409)
Other deductions                         388       383         956       1,249
                                     -------   -------   ---------    --------
    Total costs and expenses          40,294    37,580     121,682     117,166
                                      ------    ------     -------     -------

Income from continuing operations
  before income taxes and minority 
  interests                            1,596     1,498       7,595       5,934
Income taxes                             533       258       2,675       1,788
Minority interests                         4        31          41          21
                                     -------    ------     -------      ------
Income from continuing operations      1,067     1,271       4,961       4,167
Income from discontinued operations        -         -           -          10
                                    --------  --------   ---------      ------
    Net income                         1,067     1,271       4,961       4,177
Premium on exchange of preference stocks  26         -          26           -
Dividends on preference stocks            16        21          56          61
                                      ------    ------     -------      ------
    Earnings on common stocks         $1,025    $1,250      $4,879      $4,116
                                       =====     =====       =====       =====

Earnings attributable to common stocks
  $1-2/3 par value from continuing 
  operations                            $964    $1,188     $4,622       $3,892
  Loss from discontinued operations        -         -           -          (5)
                                       -----  --------     -------    -------- 
    Net earnings attributable to 
    $1-2/3 par value                    $964    $1,188     $4,622       $3,887
                                         ===     =====      =====        =====
  Income from discontinued operations
    attributable to Class E            $   -     $   -      $    -         $15
                                        ====      ====       =====          ==
  Net earnings attributable to Class H   $61       $62        $257        $214
                                          ==        ==         ===         ===

Average number of shares of common
  stocks outstanding (in millions)
    $1-2/3 par value                     713       756         728         756
    Class E                                -         -           -         470
    Class H                              102        99         101          98

Earnings per share attributable to 
  common stocks
  $1-2/3 par value from continuing 
  operations                           $1.35     $1.57        $6.35      $5.15
  Loss from discontinued operations        -         -            -      (0.01)
                                      ------    ------      -------       ---- 
    Net earnings attributable to 
    $1-2/3 par value                   $1.35     $1.57        $6.35      $5.14
                                        ====      ====         ====       ====
  Income from discontinued operations
    attributable to Class E          $     -   $     -      $     -      $0.04
                                      ======    ======       ======       ====
  Net earnings attributable to Class H $0.60     $0.63        $2.54      $2.18
                                        ====      ====         ====       ====

Cash dividends per share of common
  stocks
    $1-2/3 par value                    $0.50     $0.40        $1.50     $1.20
    Class E                             $   -     $    -       $   -     $0.30
    Class H                             $0.25     $0.24        $0.75     $0.72

                                    - 14 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                               Sept. 30,              Sept. 30,
                                                 1997     Dec. 31,      1996
                                              (Unaudited)   1996     (Unaudited)
                                                     (Dollars in Millions)
                                     ASSETS
Cash and cash equivalents                      $10,406    $14,063     $13,399
Other marketable securities                     10,490      8,199       6,421
                                                ------    -------     -------
  Total cash and marketable securities          20,896     22,262      19,820

Finance receivables - net                       58,966     57,550      56,495
Accounts and notes receivable (less allowances)  7,223      6,557       7,379
Inventories (less allowances)                   12,820     11,898      12,129
Contracts in process (less advances and 
   progress payments)                            2,169      2,187       2,159
Deferred income taxes                           19,588     19,510      20,848
Equipment on operating leases (less accumulated
  depreciation)                                 32,964     30,112      30,308
Property
  Real estate, plants, and equipment            70,679     69,770      69,127
  Less accumulated depreciation                (41,287)   (41,298)    (41,508)
                                                ------     ------      ------ 
    Net real estate, plants, and equipment      29,392     28,472      27,619
  Special tools - net                            9,128      9,032       8,556
                                               -------    -------     -------
      Total property                            38,520     37,504      36,175

Intangible assets - net                         14,979     12,691      10,253
Other assets - net                              25,010     21,871      20,323
                                              --------   --------    --------
    Total assets                              $233,135   $222,142    $215,889
                                               =======    =======     =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Accounts payable (principally trade)        $15,021    $14,221     $13,206
   Notes and loans payable                      90,914     85,300      81,328
   Deferred income taxes                         4,712      3,207       3,521
   Postretirement benefits other than pensions  44,427     43,190      42,775
   Pensions                                      7,100      7,599       6,691
   Other liabilities and deferred credits       46,426     45,115      46,424
                                              --------   --------     -------
    Total liabilities                          208,600    198,632     193,945
                                               -------    -------     -------

   Minority interests                              735         92         144
   General Motors - obligated mandatorily 
    redeemable preferred securities of 
    subsidiary trusts holding solely
    junior subordinated debentures of 
    General Motors
      Series D                                      79          -           -
      Series G                                     143          -           -

Stockholders' equity
  Preference stocks                                  1          1           1
   Common stocks
    $1-2/3 par value (issued, 707,772,699;
      756,619,625; and 756,622,676 shares)       1,180      1,261       1,261
    Class H (issued, 102,648,686;
      100,075,000 and 99,197,196 shares)            10         10          10
   Capital surplus (principally additional 
     paid-in capital)                           16,211     19,189      19,134
   Retained earnings                             9,846      6,137       5,697
                                               -------    -------      ------
      Subtotal                                  27,248     26,598      26,103
   Minimum pension liability adjustment         (3,490)    (3,490)     (4,742)
   Accumulated foreign currency translation 
     adjustments                                  (727)      (113)         50
   Net unrealized gains on investments in 
    certain debt and equity securities             547        423         389
                                              --------   --------    --------
      Total stockholders' equity                23,578     23,418      21,800
                                              --------     ------      ------
      Total liabilities and stockholders' 
        equity                                $233,135   $222,142    $215,889
                                               =======    =======     =======

                                    - 15 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                     Nine Months Ended Sept.30,
                                                        1997         1996   
                                                        (Dollars in Millions)

Net cash provided by operating activities            $13,123       $14,195
                                                      ------        ------

Cash flows from investing activities
  Expenditures for property                           (6,958)       (6,764)
  Investments in companies, net of cash acquired      (1,788)         (126)
  Investments in other marketable securities 
    - acquisitions                                   (24,790)      (16,933)
  Investments in other marketable securities 
    - liquidations                                    23,547        16,081
  Finance receivables - acquisitions                (128,300)     (118,787)
  Finance receivables - liquidations                 105,401        92,875
  Proceeds from sales of finance receivables          20,512        28,675
  Operating leases - acquisitions                    (16,206)      (14,502)
  Operating leases - liquidations                     10,138         7,745
  Special inter-company payment from EDS                   -           500
  Other                                                  721           577
                                                      ------        ------
Net cash used in investing activities                (17,723)      (10,659)
                                                      ------       ------- 

Cash flows from financing activities
  Net increase (decrease) in loans payable             3,162        (3,760)
  Increase in long-term debt                          11,658        13,497
  Decrease in long-term debt                          (9,340)       (9,469)
  Proceeds from issuing common stocks                    471           211
  Repurchases of common stocks                        (3,353)            -
  Cash dividends paid to stockholders                 (1,252)       (1,183)
  Proceeds from sale of minority interest in 
    DIRECTV(R)                                             -           138
                                                      ------        ------
Net cash provided by (used in) financing activities    1,346          (566)
                                                       -----        ------ 

Effect of exchange rate changes on cash 
   and cash equivalents                                 (403)         (170)
                                                       -----         -----
Net cash (used in) provided by continuing 
   operations                                         (3,657)        2,800
Net cash provided by discontinued operations               -           103
                                                   ---------        ------
Net (decrease) increase in cash and 
    cash equivalents                                  (3,657)        2,903
Cash and cash equivalents at beginning 
    of the period                                     14,063        10,496
                                                      ------        ------
Cash and cash equivalents at end of the period       $10,406       $13,399
                                                      ======        ======

                                    - 16 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

   To  facilitate  analysis,  the  following  financial  statements  present the
Corporation's  manufacturing,  wholesale  marketing,  defense,  and  electronics
operations  with  the  financing  and  insurance  operations   (primarily  GMAC)
reflected  on an equity  basis.  This is the same basis and format used in years
prior  to the  Corporation's  adoption  of SFAS  No.  94,  Consolidation  of All
Majority-Owned Subsidiaries.

Consolidated Statements of Income With Financing and Insurance Operations on
an Equity Basis (Unaudited)
                                      Three Months Ended     Nine Months Ended
                                        September 30,           September 30,   
                                       1997       1996      1997       1996
                                      ------------------    ------------------
                                                (Dollars in Millions)
Net sales and revenues               $37,125   $34,607    $114,323   $109,461
                                      ------    ------     -------    -------

Costs and expenses
Cost of sales and other operating charges,
  exclusive of items listed below     31,484    29,627      95,506     92,878
Selling, general, and administrative
  expenses                             3,157     2,850       9,331      8,253
Depreciation and amortization 
  expenses                             1,830     1,798       5,627      5,435
Plant closing expense (adjustment)         -      (409)         80       (409)
                                  ----------   -------  ----------  --------- 
  Total costs and expenses            36,471    33,866     110,544    106,157
                                      ------    ------     -------    -------

Operating income                         654       741       3,779      3,304
Other income less income deductions      613       416       2,682      1,568
Interest expense                        (225)     (239)       (663)      (664)
                                      ------    ------      ------     ------ 
Income from continuing operations before
  income taxes, minority interests, 
  and earnings of nonconsolidated 
  affiliates                           1,042       918       5,798      4,208
Income taxes                             289        27       1,928      1,147
                                      ------   -------       -----      -----
Income from continuing operations before
  minority interests and earnings of
  nonconsolidated affiliates             753       891       3,870      3,061
Minority interests                        13        31          50         21
Earnings of nonconsolidated affiliates   301       349       1,041      1,085
                                      ------    ------       -----      -----
Income from continuing operations      1,067     1,271       4,961      4,167
Income from discontinued operations        -         -           -         10
                                    --------  --------   ---------    -------
  Net income                          $1,067    $1,271      $4,961     $4,177
                                       =====     =====       =====      =====

  Net profit margin (1)                  2.9%      3.7%        4.3%       3.8%

(1)  Net profit margin represents net income as a percentage of net sales and
     revenues.

                                    - 17 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets With Financing and Insurance Operations on an
Equity Basis (Unaudited)
                                          Sept. 30,     Dec. 31,     Sept. 30,
                                             1997         1996         1996
                                          ------------------------------------
                                                 (Dollars in Millions)
                                     ASSETS

Cash and cash equivalents                  $9,930       $13,320       $12,475
Other marketable securities                 4,669         3,642         2,068
                                           ------       -------       -------
  Total cash and marketable securities     14,599        16,962        14,543
Accounts and notes receivable (less allowances)
  Trade                                     5,627         4,909         6,118
  Nonconsolidated affiliates                1,722           927         1,452
Inventories (less allowances)              12,820        11,898        12,129
Contracts in process (less advances and 
  progress payments)                        2,169         2,187         2,159
Equipment on operating leases (less 
  accumulated depreciation)                 3,854         3,918         4,081
Deferred income taxes and other             2,820         3,140         5,374
                                          -------       -------       -------
    Total current assets                   43,611        43,941        45,856
Equity in net assets of nonconsolidated
  affiliates                               10,313         9,855         9,806
Deferred income taxes                      20,341        20,075        18,460
Other investments and miscellaneous 
  assets                                   13,926        11,712        11,728
Property - net                             38,010        37,156        35,888
Intangible assets -net                     14,803        12,523        10,080
                                         --------      --------      --------
    Total assets                         $141,004      $135,262      $131,818
                                          =======       =======       =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                          $11,871       $11,527       $10,679
Loans payable                               1,766         1,214         1,202
Accrued liabilities and customer deposits  32,440        29,822        30,193
                                           ------        ------        ------
    Total current liabilities              46,077        42,563        42,074
Long-term debt                              6,002         5,192         5,256
Capitalized leases                            184           198           163
Postretirement benefits other than 
  pensions                                 41,820        40,578        40,184
Pensions                                    4,275         5,966         5,104
Other liabilities and deferred 
  income taxes                             16,444        15,650        15,237
Deferred credits                            1,697         1,605         1,856
                                         --------      --------      --------
    Total liabilities                     116,499       111,752       109,874
                                          -------       -------       -------
Minority interests                            705            92           144
General Motors - obligated mandatorily 
   redeemable preferred securities 
   of subsidiary trusts holding solely
   junior subordinated debentures of 
   General Motors
    Series D                                   79             -             -
    Series G                                  143             -             -
Stockholders' equity                       23,578        23,418        21,800
                                         --------      --------      --------
    Total liabilities and 
      stockholders' equity               $141,004      $135,262      $131,818
                                          =======       =======       =======

                                    - 18 -

                 GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows With Financing and Insurance
Operations on an Equity Basis (Unaudited)
                                                           Nine Months Ended
                                                              September 30,
                                                            1997       1996
                                                          -------------------
                                                         (Dollars in Millions)

Net cash provided by operating activities                 $11,254   $11,053
                                                           ------    ------

Cash flows from investing activities
  Expenditures for property                                (6,648)   (6,518)
  Investments in companies, net of cash acquired           (1,788)     (126)
  Investments in other marketable securities 
   - acquisitions                                         (11,083)   (8,226)
  Investments in other marketable securities 
   - liquidations                                          10,056     7,352
  Operating leases - acquisitions                          (3,963)   (3,342)
  Operating leases - liquidations                           2,981     3,142
  Special inter-company payment from EDS                        -       500
  Other                                                         -       352
                                                          -------    ------
Net cash used in investing activities                     (10,445)   (6,866)
                                                           ------     ----- 

Cash flows from financing activities
  Net increase (decrease) in loans payable                    552      (985)
  Increase in long-term debt                                  358     1,918
  Decrease in long-term debt                                 (568)     (788)
  Proceeds from issuing common stocks                         471       211
  Repurchases of common stocks                             (3,353)        -
  Cash dividends paid to stockholders                      (1,252)   (1,183)
  Proceeds from sale of minority interest in DIRECTV            -       138
                                                           ------     -----
Net cash used in financing activities                      (3,792)     (689)
                                                            -----      ---- 

Effect of exchange rate changes on cash and 
  cash equivalents                                           (407)     (173)
                                                            -----     -----
Net cash (used in) provided by continuing operations       (3,390)    3,325
                                                            -----     -----
Net cash provided by discontinued operations                    -       103
                                                            -----     -----
Net (decrease) increase in cash and cash equivalents       (3,390)    3,428
Cash and cash equivalents at beginning of the period       13,320     9,047
                                                           ------    ------
Cash and cash equivalents at end of the period             $9,930   $12,475
                                                           ======    ======

                                    - 19 -

                              HUGHES NEWS RELEASE

      Los Angeles,  October 13, 1997 - Hughes Electronics  Corporation  (Hughes)
today announced third quarter revenues of $4,112.7 million,  an increase of 8.0%
over revenues of $3,807.8 million for the same period in 1996.

      Third  quarter  earnings,   before  the  effects  of  purchase  accounting
adjustments  related to General  Motors'  (GM)  acquisition  of Hughes  Aircraft
Company,  were  $240.2  million,  a  decrease  of 4.7% from the  $252.0  million
reported in the third  quarter of 1996.  Earnings  per share  decreased  4.8% to
$0.60 per share from $0.63 per share in 1996.

      Operating profit (excluding GM purchase accounting adjustments) was $375.8
million for the third quarter,  a 3.5% decline from the $389.3 million  reported
during the comparable  period in 1996.  The operating  profit margin on the same
basis was 9.1% for the quarter compared with 10.2% in the third quarter of 1996.

      C. Michael Armstrong,  Hughes Chairman and Chief Executive Officer,  said,
"Third  quarter  financial  performance  was  highlighted  by  record  sales and
operating profit in the  Telecommunications  and Space segment.  Hughes' revenue
growth was mostly due to increased  sales  resulting from  continued  DIRECTV(R)
subscriber  growth in the United  States and Latin  America,  the 1997  PanAmSat
merger, and build-up of defense information systems and services programs, which
more than  offset  the  decline in Delco  Electronics  revenues  resulting  from
reduced  electronic  content per GM vehicle." Mr. Armstrong  further stated that
the  improved  operating  profit in the  Telecommunications  and  Space  segment
resulted principally from DIRECTV subscriber growth and the PanAmSat merger, but
that overall Hughes earnings were negatively impacted by lower operating margins
at Delco Electronics caused by continued price reductions.

                          Nine-Month Financial Review

      For the first nine months of 1997,  revenues  were  $13,006.5  million,  a
12.2% increase from the $11,590.4  million  reported in the first nine months of
1996. Included in 1997 was a $489.7 million pre-tax gain related to the PanAmSat
merger,  while 1996 included a $120.3 million  pre-tax gain  recognized from the
sale of 2.5% of  DIRECTV  to AT&T.  Excluding  these  one-time  gains,  revenues
increased  9.1% to  $12,516.8  million from  $11,470.1  million in the same 1996
period.  This growth was primarily the result of increased  revenues  associated
with the  PanAmSat  merger,  DIRECTV  subscriber  growth,  the build-up of newer
defense programs, and increased sales of commercial satellites.

      Operating profit  (excluding GM purchase  accounting  adjustments) for the
first nine months of 1997 was $1,039.7 million compared with $1,224.9 million in
the same period last year. The operating profit margin on the same basis for the
first  nine  months of 1997 was 8.3%  compared  with  10.7% in the prior  year's
period.  This  reduction  was  principally  the  result of lower  margins in the
Automotive  Electronics  segment  mostly  due  to  price  reductions,   start-up
operating  losses  related to the DIRECTV  service in Latin  America,  and lower
wireless telecommunications equipment sales and margins.

                                    - 20 -

      Earnings (excluding GM purchase accounting adjustments) increased 16.8% to
$1,016.8  million in the first nine months of 1997 compared with $870.3  million
reported  during the same period in 1996.  Earnings per share increased 16.5% to
$2.54  from  $2.18 per share in the first  nine  months of 1996.  Excluding  the
one-time  gains  associated  with the  PanAmSat  merger  and the sale of 2.5% of
DIRECTV to AT&T in 1996,  earnings decreased 12.6% to $698.5 million from $798.7
million in 1996 and  earnings  per share  decreased  12.5% to $1.75 from  $2.00,
primarily due to lower operating profits.

                              Transactions Update

      On October 6, 1997 the General  Motors Board of Directors  approved  final
terms of a series of related  strategic  transactions  involving Hughes. A press
release issued that day discussed, in particular, the spin-off of Hughes Defense
from Hughes and subsequent merger with Raytheon  Company,  the transfer of Delco
Electronics   from  Hughes  to  GM's   Delphi   Automotive   Systems,   and  the
recapitalization  of GM Class H  common  stock  into a new  stock  tracking  the
telecommunications and space business of Hughes.

                   Segment Financial Review: Third Quarter

                          TELECOMMUNICATIONS AND SPACE

      Revenues for the third quarter were $1,242.2 million, an increase of 25.7%
over  revenues of $988.5  million  reported in last year's third  quarter.  This
growth was primarily due to continued  expansion of the DIRECTV  subscriber base
in the United  States and Latin America and  increased  revenues  related to the
PanAmSat  merger.  DIRECTV  subscribers at September 30, 1997 month-end  totaled
2,892,000 in the United States and 233,000 in Latin America.

      Operating profit in the third quarter increased to $115.0 million compared
with $62.0  million  reported  in the same  period of 1996.  This  increase  was
largely the result of improved  performance in the domestic DIRECTV business and
operating  profit  generated  by  PanAmSat.   Consequently,  the  third  quarter
operating profit margin increased to 9.2% compared with 6.2% last year.

                             AUTOMOTIVE ELECTRONICS

      Revenues for the third  quarter  decreased  5.1% to $1,209.5  million from
revenues of $1,274.6 million for the same period in 1996. The decline reflects a
9.3% decrease in Delco-supplied  electronic content in GM vehicles, from $900 to
$816 per vehicle,  which more than offset a 9.8% increase in  international  and
non-GM sales from $236 million to $259 million.

      Operating  profit  declined to $95.9  million in the  quarter  from $166.3
million in the  comparable  1996 period.  The decline was primarily due to price
reductions  resulting from  competitive  pricing in connection  with GM's global
sourcing initiative, and the impact from continued international expansion. As a
result,  third quarter  operating  profit margin  declined to 8.0% from 13.1% in
1996.

                                    - 21 -

                         AEROSPACE AND DEFENSE SYSTEMS

      Third quarter 1997 revenues  were $1,628.4  million,  a 6.8% increase over
revenues of $1,524.5  million reported last year. The growth was principally due
to the build-up of several newer programs,  particularly information systems and
services  programs such as Hughes Air Warfare  Center,  Desktop V, and Wide Area
Augmentation  System, and the acquisition of the Marine Systems Group of Alliant
Techsystems in March 1997.

      Operating  profit  for the period  decreased  slightly  to $165.7  million
compared  with  $167.1  million  for the third  quarter of 1996.  The 1997 third
quarter  operating  profit margin was 10.2%  compared with 10.9% last year.  The
reduced operating profit margin was primarily due to a continued sales mix shift
toward information systems and services programs.

                                    - 22 -
CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)

                                                             Nine Months
                                      Third Quarter      Ended September 30,
                                      -------------      ------------------
                                      1997      1996     1997         1996 
                                      ----      ----     ----         -----
Revenues
Net sales
   Outside customers                $3,040.3 $2,590.8   $8,737.8    $7,560.9
   General Motors and affiliates     1,077.2  1,219.3    3,773.5     3,895.4
Other (loss) income - net               (4.8)    (2.3)     495.2       134.1 
                                       -----    -----      -----      ------

Total Revenues                       4,112.7  3,807.8   13,006.5    11,590.4 
                                     -------  -------   --------    --------

Costs and Expenses
Cost of sales and other operating charges,
   exclusive of items listed below   3,126.2  2,890.5    9,668.0     8,781.6
Selling, general, and administrative
   expenses                            435.9    383.6    1,312.4     1,041.9
Depreciation and amortization          179.6    146.7      491.2       407.9
Amortization of GM purchase accounting 
   adjustments related to 
   Hughes Aircraft Company              30.5     30.5       91.7        91.7
Interest expense - net                  14.0      5.1       41.7        11.7 
                                       -----     ----      -----       -----

Total Costs and Expenses             3,786.2  3,456.4   11,605.0    10,334.8 
                                     -------  -------   --------    --------

Income before Income Taxes and 
   Minority Interests                  326.5    351.4    1,401.5     1,255.6
Income taxes                           112.8    144.7      498.1       508.4
Minority interests in net (income) 
   losses of subsidiaries               (4.0)    14.8       21.7        31.4 

Net Income                             209.7    221.5      925.1       778.6
Adjustments to exclude the effect 
   of GM purchase accounting
   adjustments related to 
   Hughes Aircraft Company              30.5     30.5       91.7        91.7 
                                      ------   ------     ------      ------

Earnings Used for Computation of Available
   Separate Consolidated Net Income   $240.2   $252.0   $1,016.8      $870.3 
                                       =====    =====    =======       =====

Available Separate Consolidated 
   Net Income                          $61.3    $62.3     $257.1      $213.5 
                                        ====     ====      =====       =====

Net Earnings Attributable to General 
   Motors Class H Common Stock on a 
   Per Share Basis                     $0.60    $0.63      $2.54       $2.18 
                                        ====     ====       ====        ====

Certain  1996  amounts  have  been   reclassified   to conform  with  the  1997
presentation.

                                    - 23 -

CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
                                                  September 30,   December 31,
ASSETS                                                1997             1996
                                                  -------------    -----------
Current Assets
Cash and cash equivalents                          $1,443.1         $1,161.3
Accounts and notes receivable
   Trade receivables                                1,303.9          1,200.6
   General Motors and affiliates                      126.1            113.4
Contracts in process                                2,169.4          2,186.5
Inventories                                         1,761.7          1,528.5
Prepaid expenses, including deferred income taxes     694.6            568.1 
-------------------------------------------------  --------          -------

Total Current Assets                                7,498.8          6,758.4
Property - Net                                      2,934.0          2,886.6
Telecommunications and Other Equipment - Net        2,586.4          1,133.5
Intangible Assets - Net                             5,757.8          3,466.0
Investments and Other Assets                        2,436.1          2,235.6 

Total Assets                                      $21,213.1        $16,480.1 
------------                                      ----------       ----------

LIABILITIES AND STOCKHOLDER'S EQUITY 
Current Liabilities
Accounts payable
   Outside                                           $982.3           $896.4
   General Motors and affiliates                       13.0             27.5
Advances on contracts                                 753.3            868.9
Notes and loans payable                               687.7            248.1
Income taxes payable                                  218.8            132.9
Accrued liabilities                                 1,706.2          2,025.8 
-------------------                                 -------          -------
Total Current Liabilities                           4,361.3          4,199.6
Long-Term Debt and Capitalized Leases               2,836.1             34.5
Postretirement Benefits Other Than Pensions         1,692.5          1,658.9
Other Liabilities and Deferred Credits              1,873.8          1,386.4
Minority Interests                                    639.4             20.8
Total Stockholder's Equity                          9,810.0          9,179.9 
--------------------------                          --------         --------

Total Liabilities and Stockholder's Equity        $21,213.1        $16,480.1 
                                                   ========         ========

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).

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation.

                                    - 24 -
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Nine Months
                                      Third Quarter      Ended September 30,
                                      1997      1996     1997        1996  
                                      ----      ----     ----        ------
TELECOMMUNICATIONS AND SPACE
Revenues
   Amount                             $1,242.2   $988.5  $3,870.3   $2,862.1
   As a percentage of Hughes Revenues     30.2%    26.0%     29.8%      24.7%
Net Sales                             $1,249.9   $993.9  $3,407.0   $2,765.2
Operating Profit (1)                    $115.0    $62.0    $162.3     $193.5
Operating Profit Margin (2)                9.2%     6.2%      4.8%       7.0%
Depreciation and Amortization (3)        $79.0    $53.9    $196.2     $141.8
Capital Expenditures (4)                $332.9   $109.3    $551.9     $334.9 
------------------------                -------  -------   -------    -------
AUTOMOTIVE ELECTRONICS
Revenues
   Amount                             $1,209.5 $1,274.6  $4,116.6   $4,099.1
   As a percentage of Hughes Revenues     29.4%    33.5%     31.6%      35.4%
Net Sales                             $1,205.1 $1,267.6  $4,095.9   $4,068.0
Operating Profit (1)                     $95.9   $166.3    $375.9     $562.0
Operating Profit Margin (2)                8.0%    13.1%      9.2%      13.8%
Depreciation and Amortization            $58.1    $48.2    $169.9     $147.5
Capital Expenditures                     $36.9    $53.5    $109.2     $155.9 
--------------------                     ------   ------   -------    -------
AEROSPACE AND DEFENSE SYSTEMS
Revenues
   Amount                             $1,628.4 $1,524.5  $4,912.6   $4,546.7
   As a percentage of Hughes Revenues     39.6%    40.0%     37.8%      39.2%
Net Sales                             $1,624.8 $1,529.3  $4,904.7   $4,543.5
Operating Profit (1)                    $165.7   $167.1    $502.0     $486.4
Operating Profit Margin (2)               10.2%    10.9%     10.2%      10.7%
Depreciation and Amortization (3)        $39.5    $43.9    $116.0     $109.9
Capital Expenditures                     $28.5    $50.6     $96.6     $105.7  
--------------------                     ------   ------    ------    --------
CORPORATE AND OTHER
Operating Loss (1)                       $(0.8)   $(6.1)    $(0.5)    $(17.0)
==================                       ======   ======    ======    =======

Certain  1996  amounts  have  been   reclassified   to  conform  with  the  1997
presentation. 
*   The Consolidated Financial Statements reflect the application of purchase
    accounting  adjustments  related  to GM's  acquisition  of  Hughes  Aircraft
    Company.   However,  as  provided  in  the  General  Motors  Certificate  of
    Incorporation,  the  earnings  attributable  to GM Class H common  stock for
    purposes of determining the amount available for the payment of dividends on
    GM Class H common stock specifically excludes such adjustments.  In order to
    provide  additional  analytical data, the above unaudited pro forma selected
    segment data, which excludes the purchase accounting  adjustments related to
    GM's acquisition of Hughes Aircraft Company, is presented.
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
(2) Operating Profit as a percentage of Net Sales.
(3) Excludes amortization arising from purchase accounting adjustments
    related to GM's  acquisition of Hughes  Aircraft  Company  amounting to $5.3
    million  in each of the  third  quarters  and $15.9  million  in each of the
    nine-month  periods for the  Telecommunications  and Space segment and $25.2
    million  in each of the  third  quarters  and $75.6  million  in each of the
    nine-month periods for the Aerospace and Defense Systems segment.
(4)Includes  expenditures  related  to  telecommunications  and other  equipment
   amounting  to $280.6  million,  $38.7  million,  $410.2  million,  and $142.6
   million, respectively.

                                    - 25 -

                     GMAC ANNOUNCES THIRD-QUARTER EARNINGS

   DETROIT  -- GMAC  (General  Motors  Acceptance  Corporation)  reported  third
quarter 1997  consolidated  net income of $312 million,  up 2% from $307 million
earned in the third  quarter of 1996,  GMAC  President  John R. Rines  announced
today.

   In the third quarter of 1997, net income from financing operations, including
the GMAC Mortgage  Group,  totaled $262 million,  up from $252 million earned in
1996. The earnings  increase  primarily  reflects  growth in mortgage  financing
operations.  Earnings from auto financing operations were flat, with reduced net
financing margins offset by reduced operating expenses.

   Motors  Insurance  Corporation,  GMAC's insurance  subsidiary,  generated net
income of $50  million in the  quarter,  down 9% from the same period last year.
The  earnings  decrease  is due to  lower  capital  gains  partially  offset  by
favorable  underwriting  results,  mostly from automobile insurance and extended
warranty coverages.

   GMAC's  consolidated  third quarter  results brought net income for the first
nine months of 1997 to $1,022  million,  up 6% from $966  million  earned in the
same period of 1996.

                                    * * *

                                   SIGNATURE

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

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                  (Registrant)
Date    October 14, 1997
        -----------------
                                         By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                    - 26 -