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) January 20, 1999
                                  ----------------




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




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




   100 Renaissance Center, Detroit, Michigan                 48265-1000
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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


















                                    - 1 -

ITEM 5. OTHER EVENTS

      On January 20,  1999,  a news  release was issued on the subject of fourth
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange  Commission as part of GM's Annual  Report on Form 10-K.  Following are
the fourth  quarter  earnings  releases for GM, Hughes  Electronics  Corporation
(Hughes),  and General Motors Acceptance  Corporation  (GMAC), all dated January
20, 1999.

   GM FOURTH-QUARTER 1998 EARNINGS PER SHARE OF $2.64 BEST FOR ANY QUARTER
      IN GM HISTORY... EPS TOTALED $3.28 PER SHARE EXCLUDING SPECIAL ITEMS

      DETROIT -- Strong  vehicle  sales and  continued  aggressive  cost cutting
resulted in record-setting  financial performance for General Motors Corporation
(GM) in the fourth  quarter of 1998,  with $2.64 basic  earnings per share of GM
$1-2/3 par value  common  stock the best for any  quarter in GM's  history.  Net
income totaling $1.8 billion was the best for any  fourth-quarter  period.  That
compares  with net income of $1.6  billion,  or $2.29 per  share,  in the fourth
quarter of 1997.  Excluding  special items, GM's income in the fourth quarter of
1998 totaled $2.2 billion, or $3.28 per share (see Special Items).

      "We came back strong following the work stoppage in mid-year and we intend
to keep this momentum going in the future," said GM Chairman and Chief Executive
Officer John F. Smith, Jr.

      Smith said, "We've been busy since August.  We've achieved full production
of GM's new full-size pickup trucks a month ahead of schedule,  we announced and
made significant progress toward the separation of Delphi Automotive Systems, we
integrated  the worldwide  automotive  operations  into a single global unit, we
restructured  the U.S. sales and service field  organization,  we started up two
new plants in key developing  markets -- Poland and China -- and we expanded our
ownership in and partnerships with Isuzu and Suzuki -- all since August."

      GM also reported  today that its  strike-impacted  calendar-year-1998  net
income totaled $3.0 billion, or $4.26 per share,  compared with $6.3 billion, or
$8.45 per share, in calendar-year 1997. All earnings-per-share amounts are basic
(see Highlights for diluted earnings-per-share amounts).

      The corporation's  strong fourth quarter primarily  reflects the excellent
results for GM North America,  which reached an all-time record for any quarter,
with net income totaling $1.6 billion,  and a net-profit  margin of 5.7 percent.
That beat the previous  record high of $841 million in the first quarter of 1998
by more than $700 million.

      Consolidated  net sales and revenues in the fourth quarter of 1998 totaled
$46.4  billion,  and $161 billion for the  calendar  year,  compared  with $42.9
billion for the fourth quarter of 1997 and $167 billion in  calendar-year  1997,
adjusted to reflect the spin-off of the Hughes defense business.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$14.1  billion at Dec. 31, 1998,  compared  with $17.5 billion at Dec. 31, 1997,
and $11.5 billion at Sept. 30, 1998.  These cash amounts  exclude GM's financing
and insurance operations.

                                    - 2 -

      "By running our operations full out and effectively  containing  costs, we
have  rebuilt our cash  position to exceed the $13 billion  necessary to support
capital-spending  programs,  adequately fund pension plans, continue stockholder
initiatives,  and  keep us in a  strong  position  in the  event  of any  future
downturn," Smith said.

      "With regard to  stockholder  initiatives,  we are planning  three steps,"
Smith said.  "First, we will reinstate the  share-repurchase  program during the
first  quarter of 1999 with a targeted  completion  by the end of this  calendar
year. Since January 1997, GM has spent $6.3 billion to repurchase  approximately
102 million  shares of GM $1-2/3 par value common stock or about 13.5 percent of
the total shares  outstanding.  Secondly,  GM plans to redeem its Series B 9-1/8
Preference  Stock  in the near  future.  There  are  currently  some 20  million
depositary  shares of the  preference  stock with a face value of more than $500
million.  Third, during 1999, we are planning to distribute our entire ownership
interest in Delphi to GM's $1-2/3 stockholders."

      Significant    factors    impacted    both    the    fourth-quarter    and
calendar-year-1998   and  1997  financial   results  (see  Special  Items,   and
Highlights).

      Excluding special items, GM's income in the fourth quarter of 1998 totaled
$2.2 billion, or $3.28 per share, which compares with $1.4 billion, or $1.96 per
share in the fourth quarter of 1997.

      "We expect strong  market  conditions to continue in the United States and
Europe in 1999,  and fully  intend to maintain our momentum in the market and to
further strengthen our financial position," Smith said.  "However,  the economic
problems  and  uncertainty  in Asia  and  Latin  America  will  be a  continuing
challenge in 1999," Smith cautioned.

      Unless otherwise noted, corporate and sector data in the remainder of this
release  exclude  the   above-mentioned   special  items.  (See  Highlights  for
calendar-year data.)

      Following is a summary of income from GM's business  sectors in the fourth
quarter of 1998, compared with the prior-year period.

      GM Business Sector            Fourth Quarter          Fourth Quarter
                                          1998                    1997
      GM Automotive                 $1.5 billion            $831 million
      Delphi Automotive Systems     $280 million            $349 million
      General Motors Acceptance     $298 million            $279 million
      Corporation (GMAC)
      Hughes Electronics            $119 million            $70 million
      Corporation (Hughes)

GM AUTOMOTIVE

      GM Automotive  fourth-quarter-1998  income totaled $1.5 billion,  compared
with $831 million in the fourth quarter of 1997.

      "We're pleased to see the strong  results driven by the global  automotive
team in the fourth quarter of 1998,  our first quarter as a globally  integrated
unit," said GM President and Chief Operating Officer G. Richard Wagoner, Jr.





                                    - 3 -

      "We came back strong in North  America  following  the work  stoppage  and
began to pick up  momentum  in  Europe  as  well,"  Wagoner  said.  "Significant
cost-restructuring  actions were implemented in South America in response to the
difficult economic and market  environments,  and we continue our plan to expand
in the Asia-Pacific region despite the current economic weakness there.

      "Overall  in 1998,  we ended on a strong  note,  and we expect to build on
that momentum in 1999,"  Wagoner said. "We plan to keep an intense focus on cost
reduction, while introducing many new products around the world."

      GM  Automotive's  net margin was 4.2 percent in the fourth quarter of 1998
-- up  significantly  from the net margin of 2.4 percent in the same period last
year.

      Following are results from the four regions that comprise GM Automotive:

         -     Income for GM North  America  totaled  $1.7 billion in the fourth
               quarter of 1998, compared with $650 million in the fourth quarter
               of 1997.  Net-income  margin of 6.0 percent in the fourth quarter
               of 1998 represents the best performance in recent history.

         -     GM Europe's  income totaled $146 million in the fourth quarter of
               1998, compared with $31 million in the fourth quarter of 1997.

         -     GM Latin America/Africa/Mid-East showed a loss of $161 million in
               the fourth  quarter of 1998  compared with income of $192 million
               in the fourth quarter of 1997.

         -     GM  Asia/Pacific's  losses  totaled  $116  million  in the fourth
               quarter  of  1998,  compared  with a loss of $27  million  in the
               prior-year period.

          GM vehicle  deliveries in the United States totaled 1,154,000 units in
the fourth quarter of 1998, which resulted in a 29.1-percent share of the U.S.
vehicle market.

          "Reaching full  production of our new full-size  pickup trucks a month
ahead of schedule in December of 1998, along with our 14 all-new product entries
in 1999,  should  set the  stage  for  further  improved  market  and  financial
results," Wagoner said.

          GM Europe gained market  momentum in the fourth quarter of 1998,  with
market  share  reaching 9.9 percent,  up 0.5  percentage  points from the fourth
quarter of 1997. This improvement resulted from the full availability of the new
Opel/Vauxhall  Astra,  which was the  best-selling  product in Europe during the
fourth quarter of 1998.

          Both  the  Asia/Pacific  and  Latin  America/Africa/Mid-East   regions
continue  to be  affected  by  economic  turmoil  and  uncertainties,  which are
expected  to  continue  in early  1999.  GM was the market  leader in the fourth
quarter of 1998 in the Latin  America/Africa/Mid-East  region,  even though GM's
normally strong Brazilian operations continued to suffer.

          GM plans to remain fully committed to both the  Asia/Pacific and Latin
American regions,  and is positioning  itself for the future in both markets due
to their long-term growth potential.

                                        - 4 -

       DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

          Delphi  Automotive  Systems' income totaled $280 million in the fourth
quarter of 1998, compared with $349 million in the fourth quarter of 1997.

          The  net-profit  margin was 3.6 percent in the fourth quarter of 1998,
compared with 4.3 percent in the same period of 1997.

          "Delphi's  fourth-quarter-1998  results  reflect  the  impact  of  the
economic  downturn in Latin  America,"  said Delphi  Chairman,  Chief  Executive
Officer and President  J.T.  Battenberg  III. "But  continuing  worldwide  price
pressures   were  offset  by   Delphi's   aggressive   cost-reduction   efforts,
particularly in the areas of manufacturing, material, and engineering."

       GENERAL MOTORS ACCEPTANCE CORPORATION (GMAC)

          GMAC  reported  income of $298 million in the fourth  quarter of 1998,
compared with income of $279 million in the fourth quarter of 1997.  Income from
automotive  financing  operations  increased 8 percent in the fourth  quarter of
1998,  while earnings from the GMAC Mortgage Group increased 52 percent compared
with the prior-year period.

       HUGHES ELECTRONICS CORPORATION (HUGHES)

          Income in the fourth  quarter of 1998 totaled $119  million,  compared
with $70  million  in the  prior-year  period.  Hughes'  fourth-quarter  results
reflect continued record growth in DirectTV subscriptions,  as well as increased
sales of commercial satellites. Revenues in the fourth quarter of 1998 increased
5.7 percent to $1.8  billion,  compared  with $1.7 billion in the same period of
1997.

       SPECIAL ITEMS

          As a result of GM's continuing studies relating to the competitiveness
of its  various  automotive  assets and  operations,  the  corporation  recorded
after-tax  charges  against  income in the fourth  quarter of 1998 totaling $420
million,  or $0.64 per share.  Following  are the  components  of the  after-tax
charges:

          -    $80 million at GM North America, primarily related to
                separation programs for employees involved in the
                restructuring of the U.S. sales and service field
                organization.

          -    $97 million at GM Asia/Pacific primarily related to the impact of
               the weak economic  environment  on GM's  investments in India and
               Thailand.

          -    $51  million  at  GM  Latin  America/Africa/Mid-East  related  to
               underperforming assets, and separation programs for employees, as
               part of GM's  cost-reduction  efforts  in  response  to  economic
               conditions.

          -    $192  million at Delphi,  primarily  related to  voluntary  early
               retirements,   closing  of  unprofitable   joint  ventures,   and
               underperforming assets.

       (See Highlights for previously reported special items)

                                    - 5 -

PROFIT SHARING

      As a result of the profits  generated  in 1998 by GM's  operations  in the
United  States,  profit-sharing  payments will be made in 1999 to  approximately
231,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$200. This is the fifth consecutive year that profit-sharing  payments have been
made to U.S.  employees.  Profits generated in 1997 resulted in a profit-sharing
payout of approximately $750.

      General  Motors  also  announced  today  that  more than  70,000  eligible
salaried  employees  in the  United  States and Canada  will  receive  incentive
payments.  The 1998  salaried cash payout is either 1.0 percent of an employee's
base-salary earnings or $200, whichever is higher.

      In addition to the cash payout,  eligible salaried employees in the United
States and Canada will be granted options to purchase General Motors stock. As a
continuation of the program  initiated last year,  options covering a total of 5
million shares will be awarded with  individual  grants  covering from 25 to 100
shares, depending upon the level of the employee's responsibility.

FORWARD LOOKING STATEMENTS

      This release and related management  discussions with securities analysts,
the media and others will contain certain  forward-looking  statements indicated
by our use of the terms "plans,"  "expects,"  "outlook,"  "forecast" and similar
words.

      These  forward-looking  statements  are made in an effort  to  assist  the
market  in  understanding  General  Motors  and  its  results.   Forward-looking
statements  are  inherently  predictive  in  nature  and GM  cannot  assure  nor
guarantee that actual results will not differ  materially from its  predictions.
Important risk factors that could cause actual results to differ materially from
those  indicated by our  predictions  are detailed in the  corporation's  Annual
Report on Form 10-K for the year ended Dec. 31, 1997, in Part II, at page II-64,
under the heading "Forward-Looking Statements."


                                 # # #


HIGHLIGHTS ATTACHED













                                    - 6 -

     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998     1998(1)  1997     1997(1)
                             --------  -------  -------  --------
     Net sales and revenues (2)
     Manufactured products    $40,747 $40,747   $37,688   $38,147
     Financing and insurance    3,495   3,495     3,199     3,199
     Other income               2,124   2,124     6,280     2,100
                               ------  ------    ------    ------
     Total net sales and
       revenues               $46,366 $46,366   $47,167   $43,446
                               ------  ------    ------    ------
     Net income (2)            $1,772  $2,192    $1,645    $1,415
     Net profit margin (2)        3.8%     4.7%      3.5%     3.3%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,725             $1,654
       Class H (3)                $-                $65
       Class H (4)               $32                 $2
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.64      $3.28    $2.36     $1.96
       Class H (3)                $-         $-    $0.63
       Class H (4)(9)          $0.30      $0.30    $0.02     $0.18
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.61      $3.25    $2.33     $1.93
       Class H (3)                $-         $-    $0.63
       Class H (4)(9)          $0.30      $0.30    $0.02     $0.18
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (3)                $-               $0.25
       Class H (4)                $-                  $-
     .............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     1998         1997
                                   ---------    ---------
       $1-2/3 par value             $19.90       $22.26
       Class H                      $11.94       $13.36
     .............................................................

   See footnotes beginning on page 12.

                                              continues



















                                   - 7 -

     HIGHLIGHTS - Q4 Adjusted for Competitiveness Studies, Hughes
Transactions and Other Adjustments by Sector
     (Dollars in Millions)
                                      Three Months Ended
                                       December 31, 1998
                                 ----------------------------
                                                        (1)
                                 Reported     (5)     Adjusted
                                 Income      Comp.     Income
                                 (Loss)     Studies    (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,583       $(80)     $1,663
     GM Europe (GME)                146          -         146
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                    (212)       (51)       (161)
     GM Asia/Pacific (GMAP)        (213)       (97)       (116)
     Other                           (5)         -          (5)
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                    1,299       (228)      1,527
     Delphi                          88       (192)        280
     Hughes (9)                     119          -         119
     Other                          (53)         -         (53)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations         1,453       (420)      1,873

     GMAC                           298          -         298
     Other                           21          -          21
                                  -----       ----       -----
       Total Financing and
       Insurance Operations         319          -         319
                                  -----       ----       -----
       Consolidated net
       income                    $1,772      $(420)     $2,192
                                  =====       ====       =====

                                       Three Months Ended
                                        December 31, 1997 (2)
                           ------------------------------------------
                                                                (1)
                          Reported   (5)      (6)      (7)    Adjusted
                           Income   Comp.   Hughes    Other    Income
                           (Loss)  Studies  Trans.    Adjs.    (Loss)
                          -------  -------  -------  ------- -------
     GMNA                $(1,747) $(2,383)     $ -      (14)    $650
     GME                    (457)    (488)       -        -       31
     GMLAAM                  192        -        -        -      192
     GMAP                   (196)    (170)       -        1      (27)
     Other                   (15)       -        -        -      (15)
                           -----    -----    -----    -----    -----
       Total GMA          (2,223)  (3,041)       -      (13)     831
     Delphi                 (508)    (870)       -       13      349
     Hughes                   70        -        -        -       70
     Other                 4,013     (128)   4,269        -     (128)
                           -----    -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations  1,352   (4,039)   4,269        -    1,122

     GMAC                    279        -        -        -      279
     Other                    14        -        -        -       14
                           -----    -----   ------    -----    -----
       Total Financing and
       Insurance Operations  293        -        -        -      293
                           -----    -----    -----    -----    -----
     Consolidated net
       income             $1,645  $(4,039)  $4,269      $ -   $1,415
                           =====    =====    =====    =====    =====

      See footnotes beginning on page 12.
                                    continues



                                   - 8 -

     HIGHLIGHTS - Q4 Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions
     and Other Adjustments
     (Dollars in Millions)
                                       Three Months Ended
                                       December 31, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Revenue                $27,912  $7,185  $1,484    $768    $7,800
                             ------   -----   -----     ---     -----
     Pre-tax income (loss)    2,403     229    (366)    (97)       70
     Income tax expense
       (benefit)                813      81    (139)      3         5
     Equity (loss) income and
       minority interests        (7)     (2)     15    (113)       23
                              -----   -----   -----     ---     -----
     Net income (loss)       $1,583    $146   $(212)  $(213)      $88
                              =====   =====   =====     ===     =====

     Net profit (loss)
       margin                   5.7%    2.0%  (14.3%) (27.7%)    1.1%
     Effective income
       tax rate                33.8%   35.4%   38.0%   (3.1%)    7.1%

     Competitiveness Studies (5)
     -----------------------
     Revenue                    $ -     $ -     $ -     $ -       $ -
                              -----   -----   -----     ---     -----
     Pre-tax income            (105)      -     (82)    (37)     (310)
     Income taxes               (40)      -     (31)      -      (118)
     Equity income and
       minority interests       (15)      -       -     (60)        -
                              -----   -----   -----     ---     -----
     Net income                $(80)    $ -    $(51)   $(97)    $(192)
                              =====   =====   =====     ===     =====

     Adjusted (1)
     --------
     Revenue                $27,912  $7,185  $1,484    $768    $7,800
                             ------   -----   -----   -----     -----
     Pre-tax income (loss)    2,508     229    (284)    (60)      380
     Income tax expense
       (benefit)                853      81    (108)      3       123
     Equity income (loss) and
       minority interests         8      (2)     15     (53)       23
                             ------   -----   -----   -----     -----
     Net income (loss)       $1,663    $146   $(161)  $(116)     $280
                             ======   =====   =====   =====     =====

     Net profit (loss)
       margin                   6.0%    2.0% (10.8%)  (15.1%)    3.6%
     Effective income
       tax rate                34.0%   35.4%  38.0%    (5.0%)   32.4%



      See footnotes beginning on page 12.


                                    continues













                                   - 9 -

     HIGHLIGHTS - Q4 Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions
     and Other Adjustments
     (Dollars in Millions)
                                       Three Months Ended
                                       December 31, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------
     Reported (2)
     --------
     Revenue                $25,527  $6,103  $2,085    $836    $8,079
                             ------   -----   -----     ---     -----
     Pre-tax (loss) income   (2,826)   (695)     68    (180)     (748)
     Income tax benefit      (1,132)   (261)    (33)    (14)     (257)
     Equity (loss) income and
        minority interests      (53)    (23)     91     (30)      (17)
                              -----   -----   -----     ---     -----
     Net (loss) income      $(1,747)  $(457)   $192   $(196)    $(508)
                              =====   =====   =====     ===     =====

     Net (loss) profit
       margin                  (6.8%)  (7.5%)   9.2%  (23.4%)   (6.3%)
     Effective income
       tax rate                40.1%   37.6%  (48.5%)   7.8%    34.4%


     Competitiveness Studies (5)
     -----------------------
     Revenue                  $(450)     $-      $-     $(9)      $ -
                              -----   -----   -----     ---     -----
     Pre-tax income          (3,708)   (848)      -    (174)   (1,362)
     Income taxes            (1,396)   (360)      -     (13)     (502)
     Equity income and
       minority interests       (71)      -       -      (9)      (10)
                              -----   -----   -----     ---     -----
     Net income             $(2,383)  $(488)     $-   $(170)    $(870)
                              =====   =====   =====     ===     =====

     Other Adjustments (7)
     -----------------
     Revenue                     $-      $-      $-      $-        $-
                             ------   -----   -----     ---     -----
     Pre-tax income             (64)      -       -       1        63
     Income taxes               (50)      -       -       -        50
     Equity income and
       minority interests         -       -       -       -         -
                             ------   -----   -----     ---     -----
     Net income                $(14)     $-      $-      $1       $13
                             ======   =====   =====     ===     =====


     Adjusted (1)
     --------
     Revenue                $25,977  $6,103  $2,085    $845    $8,079
                             ------   -----   -----     ---     -----
     Pre-tax income (loss)      946     153      68      (7)      551
     Income tax expense
       (benefit)                314      99     (33)     (1)      195
     Equity income (loss)
       and minority interests    18     (23)     91     (21)       (7)
                             ------   -----   -----     ---     -----
     Net income (loss)         $650     $31    $192    $(27)     $349
                             ======   =====   =====     ===     =====
     Net profit (loss)
       margin                   2.5%    0.5%   9.2%    (3.2%)    4.3%
     Effective income
       tax rate                33.2%   64.7% (48.5%)   14.3%    35.4%



      See footnotes beginning on page 12.


                                    continues



                                  - 10 -

HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                         December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             739          699
                        Trucks           616          599
                                      ------       ------
         Total United States           1,355        1,298
       Canada and Mexico                 169          152
                                      ------       ------
           Total GM North America      1,524        1,450
                                      ------       ------
       GME                               465          469
       GMLAAM                            131          187
       GMAP                               91          107
                                      ------       ------
         Total International             687          763
                                      ------       ------
             Total Worldwide           2,211        2,213
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  209          216
                 - Trucks                383          382
       Pontiac                           133          132
       GMC                               112          117
       Buick                             101          113
       Oldsmobile                         98           77
       Saturn                             52           52
       Cadillac                           57           44
       Other                               9            5
                                      ------       ------
         Total United States           1,154        1,138
       Canada and Mexico                 140          162
                                      ------       ------
         Total GM North America        1,294        1,300
                                      ------       ------
       GME                               443          419
       GMLAAM                            131          182
       GMAP                               94          120
                                      ------       ------
         Total International             668          721
                                      ------       ------
             Total Worldwide           1,962        2,021
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.6%        32.2%
         Trucks                         26.7%        29.0%
           Total                        29.1%        30.6%
       Total North America              28.9%        30.5%
       Western Europe                   10.9%        11.1%
       Latin America                    18.1%        19.6%
       Asia and Pacific                  3.6%         3.9%
             Total Worldwide            15.8%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             33.7%        27.0%
       % Fleet Sales - Trucks           13.8%        12.4%
       Total vehicles                   24.6%        20.2%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               93           92
       Trucks                             89           97
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)  101.2%       100.5%
      .....................................................
      GMNA
       Retail Incentives ($ per unit) $1,161       $1,148
       Net Price (%)                     1.3%        (1.3)%
      .....................................................
       See footnotes beginning on page 12.
                                               continues
                                  - 11 -

HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                        December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and Amortization (8)
       Depreciation                   $1,279       $2,693
       Amortization of special tools     885        3,407
       Amortization of intangible
         assets                           35           76
                                      ------        -----
            Total                     $2,199       $6,176
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s) (2)
       GMNA                              226          237
       GME                                84           79
       GMLAAM                             23           27
       GMAP                               10           10
       Delphi                            199          210
       Hughes                             15           15
       GMAC                               25           21
       Other                              13            9
                                      ------       ------
         Total                           595          608
                                      ======       ======
     ....................................................
     Worldwide Payrolls (2)            $6,644      $7,021
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (including Competitiveness Studies), Hughes Transactions
         and Other Adjustments.
     (2) Amounts  reported for 1997 have been adjusted to reflect the changes to
         GM's organizational  structure resulting from the Hughes  Transactions.
         As such,  Delphi  reported  amounts  include Delco and Hughes  reported
         amounts exclude Delco and Hughes Defense.
     (3) Data  relates to a period  prior to the date on which GM  recapitalized
         the  Class H common  stock as part of the  Hughes  Transactions  ("GM's
         Recapitalization Date").
     (4) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (5) As a result  of GM's  continuing  automotive  competitiveness  studies,
         fourth  quarter  1998 results were  impacted by charges  totaling  $534
         million ($420 million  after-tax or $0.64 per share of $1-2/3 par value
         common stock.  These studies were  performed in  conjunction  with GM's
         current  business  planning  cycle.  In the  fourth  quarter  1997,  GM
         recorded  pre-tax  charges  against income  totaling $6.4 billion ($4.0
         billion after-tax or $5.75 per share of $1-2/3 par value common stock).
     (6) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics  subsidiary  (Hughes  Transactions),  which  resulted  in a
         tax-free  gain of $4.3  billion  or $6.08 per share of $1-2/3 par value
         common stock in the fourth quarter of 1997.
     (7) Results have been  adjusted for amounts  necessary to reflect  Delphi's
         financial  statements  on the same basis as contained in their Form S-1
         document filed with the Securities and Exchange  Commission  during the
         fourth quarter of 1998, in connection  with their  anticipated  initial
         public offering.
     (8) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (9) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million change as a restatement of first quarter 1998 results.

                                    continues




                                  - 12 -

     HIGHLIGHTS - Year Ended Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                           Year Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)  1997    1997 (1)
                             --------  -------   ------  -------
     Net sales and revenues (2)
     Manufactured products  $140,433 $140,433  $146,759  $147,218
     Financing and insurance  13,585   13,585    12,762    12,762
     Other income              7,297    7,297    11,663     6,777
                             -------  -------   -------   -------
     Total net sales and
       revenues             $161,315 $161,315  $171,184  $166,757
                             -------  -------   -------   -------
     Net income (2)           $2,956   $3,691    $6,314    $5,658
     Net profit margin (2)       1.8%     2.3%       3.7%     3.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $2,822             $6,276
       Class H (3)                $-               $322
       Class H (4)               $72                 $2
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $4.26      $5.38    $8.70     $7.66
       Class H (3)                $-         $-    $3.17
       Class H (4)             $0.68      $0.68    $0.02     $0.38
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $4.18      $5.30    $8.62     $7.58
       Class H (3)                $-         $-    $3.17
       Class H (4)             $0.68      $0.68    $0.02     $0.38
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $2.00               $2.00
       Class H (3)                $-               $1.00
       Class H (4)                $-                  $-
     ..............................................................



   See footnotes beginning on page 19.


                                              continues























                                  - 13 -

     HIGHLIGHTS - Year Ended Adjusted for Competitiveness Studies, Hughes
     Transactions, and Other Adjustments By Sector
     (Dollars in Millions)
                                      Year Ended
                                    December 31, 1998
                           ----------------------------------
                                             Special    (1)
                           Reported   (5)    Items(6) Adjusted
                           Income    Comp.   & Other  Income
                           (Loss)   Studies  Adjs.(9) (Loss)
                           -------  -------  -------- -------
     GMNA                  $1,601     $(80)    $(34)  $1,715
     GME                      419        -      (44)     463
     GMLAAM                  (175)     (51)       -     (124)
     GMAP                    (239)     (97)       4     (146)
     Other                     (2)       -        -       (2)
                            -----    -----    -----    -----
       Total GM Automotive
         (GMA)              1,604     (228)     (74)   1,906
     Delphi                   (50)    (192)    (228)     370
     Hughes                   272        -        -      272
     Other                   (292)       -      (13)    (279)
                            -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations   1,534     (420)    (315)   2,269

     GMAC                   1,325        -        -    1,325
     Other                     97        -        -       97
                            -----    -----    -----    -----
       Total Financing and
       Insurance Operations 1,422        -        -    1,422
                            -----    -----    -----    -----
     Consolidated net
       income              $2,956    $(420)   $(315)  $3,691
                            =====    =====    =====    =====

                                      Year Ended
                                    December 31, 1997 (2)
                           ----------------------------------
                           Reported   (5)     (8)
                           Income    Comp.   Hughes    Sub-
                           (Loss)   Studies  Trans.   Total
                           ------   -------  ------   ------

     GMNA                    $(86) $(2,383)      $-   $2,297
     GME                      (17)    (488)       -      471
     GMLAAM                   667        -        -      667
     GMAP                    (169)    (170)       -        1
     Other                    (17)       -        -      (17)
                            -----    -----    -----    -----
       Total GM Automotive
         (GMA)                378   (3,041)       -    3,419
     Delphi                   286     (870)       -    1,156
     Hughes                   471        -        -      471
     Other                  3,861     (128)   4,269     (280)
                            -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations   4,996   (4,039)   4,269    4,766

     GMAC                   1,301        -        -    1,301
     Other                     17        -        -       17
                            -----    -----   ------   ------
       Total Financing and
       Insurance Operations 1,318        -        -    1,318
                            -----    -----    -----    -----
     Consolidated net
       income              $6,314  $(4,039)  $4,269   $6,084
                            =====    =====    =====    =====


See footnotes beginning on page 19.

                                            continues


                                  - 14 -

     HIGHLIGHTS - Year Ended Adjusted for Competitiveness Studies, Hughes
     Transactions, and Other Adjustments By Sector
     (Dollars in Millions)


                                            Year Ended
                                         December 31, 1997
                              -------------------------------------
                                         (7)      (9)          (1)
                                        Other    Other      Adjusted
                               Sub-    Special   Adjust-     Income
                              Total     Items    ments       (loss)
                              ------   -------  -------     -------

     GMNA                     $2,297       $-     $(74)     $2,371
     GME                         471      158        -         313
     GMLAAM                      667        -        -         667
     GMAP                          1        -        3          (2)
     Other                       (17)       -        -         (17)
                               -----    -----    -----       -----
       Total GM Automotive
         (GMA)                 3,419      158      (71)      3,332
     Delphi                    1,156      (50)      71       1,135
     Hughes                      471      318        -         153
     Other                      (280)       -        -        (280)
                               -----    -----    -----       -----
       Total Automotive,
         Electronics and
         Other Operations      4,766      426        -       4,340

     GMAC                      1,301        -        -       1,301
     Other                        17        -        -          17
                               -----    -----    -----       -----
       Total Financing and
       Insurance Operations    1,318        -        -       1,318
                               -----    -----    -----       -----
     Consolidated net
       income                 $6,084     $426       $-      $5,658
                               =====    =====    =====       =====

     See footnotes beginning on page 19.


                                            continues





























                                  - 15 -


     HIGHLIGHTS - Year Ended Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions,
     and Other Adjustments
     (Dollars in Millions)

                                          Year Ended
                                       December 31, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Revenue                $94,201 $25,036  $7,403  $2,923  $28,479
                             ------  ------   -----   -----   ------
     Pre-tax income (loss)    2,353     740    (471)    (77)    (268)
     Income tax expense
       (benefit)                765     319    (213)     10     (152)
     Equity income (loss) and
       minority interests        13      (2)     83    (152)      66
                              -----   -----   -----   -----    -----
     Net income              $1,601    $419   $(175)  $(239)    $(50)
                              =====   =====   =====   =====    =====

     Net profit (loss)
       margin                   1.7%    1.7%   (2.4%)  (8.2%)   (0.2%)
     Effective income
       tax rate                32.5%   43.1%   45.2%  (13.0%)   56.7%

     Competitiveness Studies (5)
     -----------------------
     Revenue                     $-      $-      $-      $-       $-
                              -----   -----   -----   -----    -----
     Pre-tax income            (105)      -     (82)    (37)    (310)
     Income taxes               (40)      -     (31)      -     (118)
     Equity income and
       minority interests       (15)      -       -     (60)       -
                              -----   -----   -----   -----    -----
     Net income                $(80)     $-    $(51)   $(97)   $(192)
                              =====   =====   =====   =====    =====

     Special Items (7) and
     Other Adjustments (9)
     -----------------
     Revenue                     $-      $-      $-      $-       $-
                              -----   -----   -----   -----    -----
     Pre-tax income             (56)    (74)      -       5     (366)
     Income taxes               (22)    (30)      -       1     (138)
     Equity income and
       minority interests         -       -       -       -        -
                              -----   -----   -----   -----    -----
     Net income                $(34)   $(44)     $-      $4    $(228)
                              =====   =====   =====   =====    =====

     Adjusted (1)
     --------
     Revenue                $94,201 $25,036  $7,403  $2,923  $28,479
                             ------  ------   -----   -----   ------
     Pre-tax income (loss)    2,514     814    (389)    (45)     408
     Income tax expense
       (benefit)                827     349    (182)      9      104
     Equity income (loss) and
       minority interests        28      (2)     83     (92)      66
                              -----   -----   -----   -----    -----
     Net income (loss)       $1,715    $463   $(124)  $(146)    $370
                              =====   =====   =====   =====    =====

     Net profit (loss)
       margin                   1.8%    1.8%  (1.7%)   (5.0%)    1.3%
     Effective income
       tax rate                32.9%   42.9%  46.8%   (20.0%)   25.5%

      See footnotes beginning on page 19.
                                    continues




                                  - 16 -

     HIGHLIGHTS - Year Ended Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions,
     and Other Adjustments
     (Dollars in Millions)

                                           Year Ended
                                       December 31, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported (2)
     --------
     Revenue               $100,256 $24,106   $8,573 $2,980   $31,447
                            -------  ------   -----   -----    ------
     Pre-tax (loss) income     (408)    256     536    (231)      379
     Income tax (benefit)
       expense                 (357)    121      43     (28)      129
     Equity (loss) income and
       minority interests       (35)   (152)    174      34        36
                              -----   -----   -----   -----     -----
     Net (loss) income         $(86)   $(17)   $667   $(169)     $286
                              =====   =====   =====   =====     =====

     Net (loss) profit margin  (0.1%)  (0.1%)   7.8%   (5.7%)    0.9%
     Effective income
       tax rate                87.5%   47.3%    8.0%   12.1%    34.0%

     Competitiveness Studies (5)
     -----------------------
     Revenue                  $(450)     $-      $-     $(9)       $-
                              -----   -----   -----   -----     -----
     Pre-tax income          (3,708)   (848)      -    (174)   (1,362)
     Income taxes            (1,396)   (360)      -     (13)     (502)
     Equity income and
       minority interests       (71)      -       -      (9)      (10)
                              -----   -----   -----   -----     -----
     Net income             $(2,383)  $(488)     $-   $(170)    $(870)
                              =====   =====   =====   =====     =====

     Special Items (7)
     Other Adjustments (9)
     -----------------
     Revenue                     $-      $-      $-      $-        $-
                              -----   -----   -----   -----     -----
     Pre-tax income            (159)    216       -       4        75
     Income taxes               (85)     58       -       1        54
     Equity income and
       minority interests         -       -       -       -         -
                              -----   -----   -----   -----     -----
     Net income                $(74)   $158      $-      $3       $21
                              =====   =====   =====   =====     =====


     Adjusted (1)
     --------
     Revenue               $100,706 $24,106  $8,573  $2,989   $31,447
                            -------  ------   -----   -----    ------
     Pre-tax income (loss)    3,459     888     536     (61)    1,666
     Income tax expense
       (benefit)              1,124     423      43     (16)      577
     Equity income (loss) and
       minority interests        36    (152)    174      43        46
                              -----   -----   -----   -----     -----
     Net income (loss)       $2,371    $313    $667     $(2)   $1,135
                              =====   =====   =====   =====     =====

     Net profit (loss) margin   2.4%    1.3%   7.8%    (0.1%)    3.6%
     Effective income
       tax rate                32.5%   47.6%   8.0%    26.2%    34.6%

      See footnotes beginning on page 19.
                                    continues





                                  - 17 -

HIGHLIGHTS - Years Ended Operating Information

                                         Years Ended
                                         December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,389        2,754
                        Trucks         2,051        2,177
                                      ------       ------
         Total United States           4,440        4,931
       Canada and Mexico                 631          618
                                      ------       ------
         Total GM North America        5,071        5,549
                                      ------       ------
       GME                             2,007        1,850
       GMLAAM                            652          785
       GMAP                              419          592
                                      ------       ------
         Total International           3,078        3,227
                                      ------       ------
             Total Worldwide           8,149        8,776
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  876          981
                 - Trucks              1,551        1,504
       Pontiac                           536          609
       GMC                               468          468
       Buick                             398          438
       Oldsmobile                        330          305
       Saturn                            232          251
       Cadillac                          187          183
       Other                              31           27
                                      ------       ------
         Total United States           4,609        4,766
       Canada and Mexico                 603          594
                                      ------       ------
         Total GM North America        5,212        5,360
                                      ------       ------
       GME                             1,857        1,833
       GMLAAM                            653          746
       GMAP                              443          575
                                      ------       ------
         Total International           2,953        3,154
                                      ------       ------
             Total Worldwide           8,165        8,514
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           30.0%        32.4%
         Trucks                         27.6%        28.8%
           Total                        28.9%        30.8%
       Total North America              28.9%        30.8%
       Western Europe                   10.6%        11.3%
       Latin America                    20.2%        19.6%
       Asia and Pacific                  4.1%         4.3%
             Total Worldwide            15.7%        16.0%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet sales - Cars             26.4%        25.5%
       % Fleet sales - Trucks           13.7%        13.0%
       Total vehicles                   20.5%        20.0%
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    83.5%        94.4%
     .....................................................
     GMNA
       Retail Incentives ($ per unit)  $1,439      $1,027
       Net Price (%)                     (1.2%)      (0.6%)
     .....................................................

     See footnotes beginning on page 19.
                                            continues
                                  - 18 -


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

                                          Year Ended
                                        December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and Amortization (10)
       Depreciation                   $4,501       $5,901
       Amortization of special tools   2,661        5,674
       Amortization of intangible
         assets                          119          228
                                      ------       ------
            Total                     $7,281      $11,803
                                      ======       ======
     ....................................................
     Worldwide Payrolls (2)          $26,516      $28,051
     ....................................................
     (1) Adjusted  amounts  represent  the reported  amounts less  the  effects 
         of  special   items  (including   Competitiveness   Studies),   Hughes
         Transactions and Other Adjustments.  Adjusted amounts for 1998 and 1997
         include the unfavorable effects of strike-related  work stoppages.  The
         unfavorable  after-tax  impacts of the work stoppages were $2.0 billion
         or $2.94 basic per share of $1-2/3 par value  common  stock in 1998 and
         $330  million  or  $0.45  basic  per  share in  1997.  The  unfavorable
         after-tax impacts for GMNA and Delphi were  approximately  $1.5 billion
         and  $450  million,  respectively,  in 1998 and  $240  million  and $90
         million, respectively in 1997.
     (2) Amounts  reported for 1997 have been adjusted to reflect the changes to
         GM's organizational  structure resulting from the Hughes  Transactions.
         As such,  Delphi  reported  amounts  include Delco and Hughes  reported
         amounts exclude Delco and Hughes Defense.
     (3) Data  relates to a period  prior to the date on which GM  recapitalized
         the  Class H  common  stock  as part of the  Hughes  Transactions("GM's
         Recapitalization Date").
     (4) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (5) As a result  of GM's  continuing  automotive  competitiveness  studies,
         fourth  quarter  1998 results were  impacted by charges  totaling  $534
         million ($420 million  after-tax or $0.64 per share of $1-2/3 par value
         common stock).  These studies were  performed in conjunction  with GM's
         current  business  planning  cycle.  In the  fourth  quarter  1997,  GM
         recorded  pre-tax  charges  against income  totaling $6.4 billion ($4.0
         billion after-tax or $5.59 per share of $1-2/3 par value common stock).
     (6) The  third  quarter  1998  results  included  a  pre-tax  loss  of $430
         million($271 million after-tax,  or $0.41 basic per share of $1-2/3 par
         value common  stock)  related to the sale of the Delphi  seating,  coil
         spring  and  lighting  businesses.   The  second-quarter  1998  results
         included a pre-tax  charge of $74 million  ($44 million  after-tax,  or
         $0.07  basic per share of $1-2/3 par value  common  stock),  related to
         work schedule modifications at Opel Belgium.


                                    continues















                                  - 19 -

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


     (7) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton,  N.J.,  plant during the 1998 calendar year.
         The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 basic per share of $1-2/3 par
         value common  stock),related to the sale of GM Europe's equity interest
         in Avis Europe.
     (8) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3 billion or $5.91 per share of $1-2/3 par value common stock.
     (9) Results have been  adjusted for amounts  necessary to reflect  Delphi's
         financial  statements  on the same basis as contained in their Form S-1
         document filed with the Securities and Exchange  Commission  during the
         fourth quarter of 1998, in connection  with their  anticipated  initial
         public offering.
     (10)Amounts exclude  depreciation and amortization charges incurred by the
         financing and insurance operations.


                                                continues



































                                  - 20 -

HIGHLIGHTS - List of Special Items by Quarter
Impact on Net Income
(Dollars in Millions)



                                     Quarter
List of special items               Ended             Fav/(Unfav)
-----------------------             -------           ----------

Competitiveness studies             12/31/98              $(420)

Sale of Delphi's seating, coil
 spring and lighting businesses      9/30/98               (271)

Opel Belgium work schedule
  modifications                      6/30/98                (44)
                                                          -----
Total special items for 1998                              $(735)
                                                          =====



                                     Quarter
List of special items               Ended             Fav/(Unfav)
-----------------------             -------           ----------

Competitiveness studies             12/31/97            $(4,039)

Gain from Hughes transactions       12/31/97              4,269

PanAmSat merger                      6/30/97                318

Sale of Avis Europe                  6/30/97                103

Volkswagen settlement                3/31/97                 55

Delphi - Trenton, NJ plant closing   3/31/97                (50)
                                                          -----
Total special items for 1997                               $656
                                                          =====






























                               - 21 -

                  CONSOLIDATED STATEMENTS OF INCOME

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                               (Dollars in Millions)
AUTOMOTIVE, ELECTRONICS AND
  OTHER OPERATIONS
Manufactured products revenue               $40,747         $39,416
Other income                                    904           5,290
                                             ------          ------
  Total net sales and revenue                41,651          44,706
                                             ------          ------
Cost of sales and other operating charges,
  exclusive of items listed below            32,723          34,426
Selling, general, administrative and
  other expenses                              3,850           3,937
Depreciation and amortization expense         2,199           6,176
                                             ------          ------
  Total operating costs and expenses         38,772          44,539
                                             ------          ------
Other expenses                                  269             133
Interest expense                                278             298
Net (income) from transactions with
  Financing and Insurance Operations            (35)            (13)
                                             ------          ------
Income from continuing operations
  before income taxes and
  minority interests                          2,367            (251)
Income tax expense (benefit)                    782          (1,773)
Minority interest                                (2)             16
Earnings (losses) of nonconsolidated
  affiliates                                   (130)            (94)
                                             ------          ------
  Net income - Automotive, Electronics
    and Other Operations                     $1,453          $1,444
                                             ======          ======

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                               (Dollars in Millions)
FINANCING AND INSURANCE OPERATIONS
Financing and insurance revenues              $3,495        $3,199
Other income                                   1,220         1,086
                                              ------        ------
  Total revenues and other income              4,715         4,285
                                              ------        ------
Interest expense                               1,478         1,346
Depreciation and amortization                  1,290         1,244
Operating and other expenses                   1,047           796
Provisions for credit losses                     140           127
Insurance losses and loss adjustment
  expenses                                       253           295
                                              ------        ------
  Total costs and expenses                     4,208         3,808
                                              ------        ------
Net expense from transactions with
  Automotive                                      35            13
                                              ------        ------
Income before income taxes                       472           464
Income tax expense                               149           167
Minority interest                                 (4)           (4)
                                              ------        ------
  Net income - Financing and
    Insurance Operations                        $319          $293
                                              ======        ======



                               - 22 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                              (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products revenue                $40,747       $39,416
Financing and insurance revenues               3,495         3,199
Other income                                   2,124         6,376
                                              ------        ------
  Total net sales and revenue                 46,366        48,991
                                              ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below             32,723        34,426
Selling, general, administrative and
  other expenses                               4,897         4,733
Depreciation and amortization expense          3,489         7,420
Interest expense                               1,756         1,644
Other expenses                                   662           555
                                              ------        ------
  Total costs and expenses                    43,527        48,778
                                              ------        ------
Income from continuing operations before
  income taxes
  and minority interests                       2,839           213
Income tax expense                               931        (1,606)
Minority interest                                 (6)           12
Earnings (losses) of nonconsolidated
  affiliates                                    (130)          (94)
                                              ------        ------
  Net income                                  $1,772        $1,737
                                              ------        ------
Premium on exchange of/tender offer for
  preference stocks                                -             -
Dividends on preference stocks                   (15)          (16)
                                              ------        ------
  Earnings on common stocks                   $1,757        $1,721
                                              ======        ======





























                               - 23 -

                  CONSOLIDATED STATEMENTS OF INCOME

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                             (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND
  OTHER OPERATIONS
Manufactured products revenue          $140,433  $153,683   $145,341
Other income                              2,598     8,084      2,849
                                        -------   -------    -------
  Total net sales and revenue           143,031   161,767    148,190
                                        -------   -------    -------
Cost of sales and other operating
  charges, exclusive of items
  listed below                          117,973   130,028    123,195
Selling, general, administrative
  and other expenses                     13,311    13,386     11,999
Depreciation and amortization expense     7,281    11,803      7,145
                                        -------   -------    -------
  Total operating costs and expenses    138,565   155,217    142,339
                                        -------   -------    -------
Other expenses                              782       241        792
Interest expense                          1,050       863        771
Net expense (income) from transactions
  with Financing and Insurance
  Operations                                 82      (101)      (125)
                                         ------    ------     ------
Income from continuing operations
  before income taxes and minority
  interests                               2,552     5,547      4,413
Income tax expense                          845       155        885
Minority interest                            11        66         56
(Losses) earnings of
  nonconsolidated affiliates               (184)      (78)       128
                                         ------    ------     ------
Income from continuing operations         1,534     5,380      3,712
Income from discontinued operations           -         -         10
                                         ------    ------    -------
  Net income - Automotive, Electronics
    and Other Operations                 $1,534    $5,380     $3,722
                                         ======    ======     ======
























                               - 24 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                             (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing and insurance revenues        $13,585   $12,762    $12,674
Other income                              4,699     3,723      3,021
                                         ------    ------     ------
  Total revenues and other income        18,284    16,485     15,695
                                         ------    ------     ------
Interest expense                          5,843     5,250      4,924
Depreciation and amortization             4,920     4,813      4,695
Operating and other expenses              4,019     2,806      2,581
Provisions for credit losses                463       523        669
Insurance losses and loss
  adjustment expenses                     1,061       747        622
                                         ------    ------     ------
  Total costs and expenses               16,306    14,139     13,491
                                         ------    ------     ------
Net (income) expense from
  transactions with Automotive              (82)      101        125
                                         ------    ------     ------
Income before income taxes                2,060     2,245      2,079
Income tax expense                          618       914        838
Minority interest                           (20)      (13)         -
                                         ------    ------     ------
  Net income - Financing and
    Insurance Operations                 $1,422    $1,318     $1,241
                                         ======    ======     ======






































                               - 25 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                            (Dollars in Millions
                                          Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products revenue          $140,433  $153,683   $145,341
Financing and insurance revenues         13,585    12,762     12,674
Other income                              7,297    11,807      5,870
                                        -------   -------    -------
  Total net sales and revenue           161,315   178,252    163,885
                                        -------   -------    -------
Cost of sales and other operating
  charges, exclusive of items
  listed below                          117,973   130,028    123,195
Selling, general, administrative
  and other expenses                     17,330    16,192     14,580
Depreciation and amortization expense    12,201    16,616     11,840
Interest expense                          6,893     6,113      5,695
Other expenses                            2,306     1,511      2,083
                                        -------   -------    -------
  Total costs and expenses              156,703   170,460    157,393
                                        -------   -------    -------
Income from continuing operations
  before income taxes and
  minority interests                      4,612     7,792      6,492
Income tax expense                        1,463     1,069      1,723
Minority interest                            (9)       53         56
(Losses) earnings of nonconsolidated
  affiliates                               (184)      (78)       128
                                         ------    ------     ------
Income from continuing operations        $2,956    $6,698     $4,953
                                         ------    ------     ------
Income from discontinued operations           -         -         10
                                         ------    ------     ------
  Net income                             $2,956    $6,698     $4,963
                                         ------    ------     ------
Premium on exchange of/tender
  offer for preference stocks                 -        26          -
Dividends on preference stocks               63        72         81
                                         ------    ------     ------
  Earnings on common stocks              $2,893    $6,600     $4,882
                                         ======    ======     ======

























                               - 26 -


            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                            (Dollars in Millions
                                          Except Per Share Amounts)

Basic earnings per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                   $4.26     $8.70      $6.07
   Discontinued operations                    -         -      (0.01)
                                           ----      ----       ----
   Earnings per share attributable
    to $1-2/3 par value                   $4.26     $8.70      $6.06
                                           ====      ====       ====
Income from discontinued operations
   attributable to Class E                 $  -      $  -      $0.04
                                           ====      ====       ====

Earnings per share attributable
   to Class H (prior to its
   recapitalization on
   December 17, 1997)                      $  -     $3.17      $2.88
                                           ====      ====       ====

Earnings per share attributable
   to Class H (subsequent to its
   recapitalization on
   December 17, 1997)                     $0.68     $0.02       $  -
                                           ====      ====       ====


Diluted earnings per share
   attributable to common stocks
$1-2/3 par value common stock
   Continuing operations                  $4.18     $8.62      $6.03
   Discontinued operations                    -         -      (0.01)
                                           ----      ----       ----
    Earnings per share attributable
      to $1-2/3 par value                 $4.18     $8.62      $6.02
                                           ====      ====       ====
Income from discontinued operations
   attributable to Class E                 $  -      $  -      $0.04
                                           ====      ====       ====
Earnings per share attributable
   to Class H (prior to its
   recapitalization on
   December 17, 1997)                      $  -     $3.17      $2.88
                                           ====      ====       ====
Earnings per share attributable
   to Class H (subsequent to its
   recapitalization on
   December 17, 1997)                     $0.68     $0.02       $  -
                                           ====      ====       ====



                                 * * * * * *








                                    - 27 -



                        HUGHES 1998 RESULTS PROPELLED BY
                        RECORD DIRECTV SUBSCRIBER GROWTH


      El Segundo, Calif., January 20, 1999--Hughes Electronics Corporation today
reported its fourth quarter and full-year 1998 financial results.

      "Our revenues increased 16.3% for 1998," said Michael T. Smith, Hughes
chairman and chief executive officer. "And, excluding one-time items,
earnings increased 50.5%."

      Revenues for 1998 were $5,963.9  million compared with $5,128.3 million in
1997.  Smith  stated  that  each  of  Hughes'  four  primary  business  segments
contributed to the revenue growth, with the DIRECTV(R) businesses generating the
majority of the increase.

      "Our U.S.  DIRECTV  business  achieved  its best year ever for  subscriber
growth,  contributing to a 42% increase in 1998 revenues for the  direct-to-home
broadcast segment," Smith said.  "Additionally,  Hughes Space and Communications
Company (HSC) posted another year of double-digit  growth in satellite sales, we
completed the  integration  of PanAmSat  following  our 1997 merger,  and Hughes
Network  Systems  (HNS) grew  revenues  with a  four-fold  increase  in sales of
DIRECTV receiver  equipment.  In fact,  those increased  equipment sales were an
important factor in DIRECTV's ability to achieve its record  subscriber  numbers
in the United States."

      Earnings(1)  for  1998,  excluding  one-time  items,  increased  to $165.9
million compared with $110.2 million in 1997, resulting in earnings per share on
the same basis for the full year of $0.41 per share  versus  pro forma  earnings
per share(2) of $0.28 in 1997.

      "DIRECTV, HSC and PanAmSat all contributed to this earnings growth," Smith
said,  noting that  additional  earnings were  attributable  to higher  interest
income and lower interest expense, which more than offset lower HNS earnings and
the impact from Hughes' minority share of DIRECTV Japan(TM) start-up losses.

      Earnings in 1998 were $271.7 million ($0.68 per share)  compared with last
year's $470.7 million ($1.18 per share on a pro forma basis) in 1997.

      "The change in our year-over-year  earnings is largely attributable to the
one-time  after-tax gain of $318.3 million ($0.80 per share) we reported in 1997
arising from the PanAmSat merger," Smith explained.

      One-time items included in the 1998 results were a favorable adjustment to
the income tax  provision  in the fourth  quarter of $115.0  million  ($0.29 per
share),  which resulted from a tax settlement with the Internal  Revenue Service
(IRS), and a $9.2 million  after-tax charge ($0.02 per share) for the cumulative
effect of an accounting  change mandated by the American  Institute of Certified
Public Accountants for the write-off of previously capitalized start-up costs.

      Additional  one-time  items  included  in the  1997  results  were a $62.8
million  after-tax gain ($0.16 per share)  related to the sale of  Hughes-Avicom
International,  and a $20.6 million  after-tax  extraordinary  charge ($0.05 per
share)  associated  with  PanAmSat's  tender offer to retire its high-yield debt
securities.

      Operating  profit(1) in  1998  was  $270.1  million compared  with $306.4 
million last year.  Full-year  1998  operating  profit margin on the same basis
was 4.5% versus 6.0% in 1997.  Smith said the lower 1998 operating  profit  and
margin were principally  a result of lower sales of wireless  telephone  systems
and  private  business   networks  in the  Asia  Pacific  region,  as  well  as 
provisions   for  estimated  losses at  HNS   associated   with   uncollectible 
amounts  from certain wireless customers.


                                       - 28 -


                         Fourth Quarter Financial Review

      Revenues  for  the  fourth  quarter  increased  5.7% to  $1,790.6  million
compared  with  $1,694.6  million for the same  period in 1997.  This growth was
primarily the result of record DIRECTV U.S.  subscriber  growth and higher sales
of commercial satellites.

      Fourth quarter operating profit(1) was $40.8 million versus $91.8 million 
in 1997.  The majority of the decline  was due to losses  in HNS'  international
wireless  telephone  business,  which  are  attributable  to lower  sales  and a
provision for uncollectible  amounts from a customer in the Asia Pacific region.
Also  contributing  to the operating  profit  decline in the fourth quarter were
higher operating losses associated with DIRECTV in Latin America,  and increased
operating  costs  related to PanAmSat's  satellite  fleet  expansion.  Operating
profit margin,  on the same basis, was 2.3% in the quarter compared with 5.4% in
1997.  The  decline  in  operating  profit  margin was also  impacted  by higher
development costs for HSC's geostationary mobile telephony product line.

Earnings(1) in  the fourth quarter of  1998 were $128.2 million  compared  with
$70.0 million last year.  Earnings per share on the same basis were $0.32 in the
quarter  versus  pro  forma  earnings  per  share(2) of $0.18 in 1997. Excluding
one-time items,  earnings were $13.2 million compared with $27.8 million in last
year's  fourth  quarter,  resulting in earnings per share of $0.03 in the period
versus $0.07 in 1997.

      The 1998 fourth quarter one-time item was the favorable  adjustment to the
income tax provision ($115.0 million,  $0.29 per share),  which resulted from an
IRS tax  settlement.  One-time items included in the 1997 fourth quarter results
were the  after-tax  gain  related  to the sale of  Hughes-Avicom  International
($62.8 million, $0.16 per share) and the after-tax  extraordinary charge related
to  PanAmSat's  tender offer to retire its  high-yield  debt  securities  ($20.6
million, $0.05 per share).

      The decline in earnings and earnings per share was principally a result of
the quarter's  lower operating  profit,  as well as higher losses related to the
first full year of service  for DIRECTV  Japan,  a 32%  Hughes-owned  affiliate.
These  reductions to earnings more than offset the  improvements  resulting from
increased interest income and lower interest expense.

                            SEGMENT FINANCIAL REVIEW
                        FULL YEAR AND FOURTH QUARTER 1998



                            Direct-To-Home Broadcast

Full Year 1998.  Revenues for the full year rose 42.2% to $1,816.1  million from
$1,276.9  million in 1997.  The  increase  was driven by record U.S.  subscriber
growth,  strong average monthly revenue per subscriber and low subscriber  churn
rates. As a result of DIRECTV's  best-ever year of 1,157,000 net new subscribers
in the United States,  domestic DIRECTV revenues rose 45% to $1,604 million. The
company's Latin American DIRECTV subsidiary, Galaxy Latin America(TM) (GLA(TM)),
with 184,000 net new subscribers in 1998, more than doubled its revenues in 1998
to $141 million.

      Operating  loss  in 1998  improved  to  $228.1  million  compared  with an
operating loss of $254.6 million in 1997.  This was principally due to continued
strong  subscriber  growth,  and the  resulting  lower  operating  loss,  in the
domestic  DIRECTV  business--which  more than offset higher GLA operating losses
attributable to increased sales and marketing  expenditures.  The full-year 1998
operating loss for domestic  DIRECTV was $100 million compared with $137 million
in 1997.  GLA's  operating  loss was $126 million in 1998 versus $116 million in
1997.









                                    - 29 -
Fourth Quarter 1998.  Fourth quarter revenues  increased 36.5% to $567.6 million
from $415.9 million in the fourth  quarter of 1997.  The increase  resulted from
continued strong  subscriber  growth and average monthly revenue per subscriber,
as well as low subscriber churn rates.  Domestic  DIRECTV  propelled this growth
with quarterly  revenues of $476 million, a 44% increase over last year's fourth
quarter revenues of $330 million. With 400,000 net new subscribers in the fourth
quarter,  total DIRECTV subscribers grew to 4,458,000 in the United States as of
December 31, 1998. GLA had fourth quarter  revenues of $41 million compared with
$28  million in 1997.  With the  addition of 61,000 net new  subscribers  in the
fourth  quarter,  total DIRECTV  subscribers in Latin America were 484,000 as of
December 31, 1998. In addition, DIRECTV Japan had a total of 231,000 subscribers
by the end of 1998.

      The  segment  operating  loss in the  fourth  quarter  was  $94.5  million
compared with an operating  loss of $95.9 million in the fourth quarter of 1997.
Continued  strong  subscriber  growth  resulted  in lower  fourth  quarter  1998
operating losses for the domestic DIRECTV business ($53 million in 1998 compared
with $62  million  last year).  These were  offset by higher GLA fourth  quarter
operating  losses ($42  million in 1998  compared  with $27 million  last year),
which were primarily due to the increased cost of the new higher capacity Galaxy
VIII-I  satellite,  which was  deployed in spring of 1998,  as well as increased
subscriber acquisition costs.


                               Satellite Services

Full Year  1998.  Full-year  1998  revenues  increased  21.8% to $767.3  million
compared with $629.9  million in 1997. The increase was primarily due to the May
1997  PanAmSat  merger  and  increased  operating  lease  revenues,  which  were
partially offset by a decrease in sales and sales-type lease revenues.

      As a result of this revenue growth,  operating profit in 1998 rose 8.6% to
$321.6 million versus $296.2 million last year.  Operating profit margin for the
year  declined  to 41.9% from 47.0% in 1997,  principally  due to a full year of
goodwill amortization associated with the PanAmSat merger.

Fourth Quarter 1998. PanAmSat's fourth quarter 1998 revenues were $196.7 million
compared  with  $197.9  million in the prior year.  This  slight  change was due
primarily  to lower  revenues on the PAS-6  satellite  due to its  reduction  in
usable  capacity,  which was partially  offset by revenues  associated  with new
service agreements, particularly in data and Internet-related services.

      PanAmSat's  operating profit in the quarter was $82.4 million versus $93.3
million  in 1997.  Operating  profit  margin  in the  fourth  quarter  was 41.9%
compared  with 47.1% one year ago. The decrease was  primarily  attributable  to
increased operating costs associated with the expansion of PanAmSat's  worldwide
operations.


                                Satellite Systems

Full Year 1998.  For the full year,  revenues  were  $2,831.1  million,  a 13.6%
increase over 1997 revenues of $2,491.9  million.  The increase was  principally
due to  higher  commercial  satellite  sales  to  customers  such as ICO  Global
Communications, PanAmSat, Thuraya Satellite Telecommunications Company and
Orion Asia Pacific Corporation.

      Driven by this revenue growth,  operating profit in 1998 increased 8.8% to
$246.3 million  compared with $226.3 million last year.  Operating profit margin
declined to 8.7% from 9.1% last year primarily due to higher  development  costs
for the geostationary mobile telephony and HS 702 satellite product lines.

Fourth Quarter 1998. For the fourth quarter of 1998, revenues increased 13.4% to
$843.1  million from revenues of $743.8 million for the same period in 1997. The
increase was principally due to higher  commercial  satellite sales to customers
such as ICO Global  Communications,  PanAmSat,  DIRECTV  and  Thuraya  Satellite
Telecommunications Company.

      Operating  profit in the quarter  was $67.4  million  compared  with $66.6
million in the prior year.  Operating  profit margin in the quarter  declined to
8.0% versus 9.0% last year. The decline in operating profit margin was primarily
due to higher  development costs related to the  geostationary  mobile telephony
and HS 702 satellite product lines.
                                       - 30 -


                                 Network Systems

Full Year  1998.  Full-year  revenues  for  Hughes  Network  Systems  (HNS) were
$1,076.7  million  compared with $1,011.3  million in 1997. This improvement was
driven primarily by the increase in sales of DIRECTV receiver  equipment,  which
more than offset lower  international  sales of wireless  telephone  systems and
private business networks, primarily in the Asia Pacific region.

      HNS operating  profit in 1998 was $10.9 million  versus $74.1 million last
year. Operating profit margin declined to 1.0% from 7.3% in 1997. The decline in
operating   profit  and  operating   profit  margin  was  mostly  due  to  lower
international sales of wireless telephone systems and private business networks,
and provisions for estimated  losses related to  uncollectible  amounts due from
certain wireless customers.

Fourth  Quarter  1998.  Fourth  quarter  revenues  for HNS were  $402.6  million
compared with $401.9  million in the same period last year.  Increased  sales of
DIRECTV receiver equipment offset the impact from lower  international  sales of
wireless telephone systems, predominantly in the Asia Pacific region.

      HNS operating  profit in the quarter was $31.1 million compared with $68.0
million in the fourth quarter of 1997.  Operating profit margin declined to 7.7%
compared  with 16.9% last year.  The decline in operating  profit and margin was
principally  a result of lower  international  sales of  wireless  systems and a
provision for uncollectible amounts due from a wireless telephony customer.

                                  BALANCE SHEET

      The cash  balance of  $1,342.1  million at  December  31,  1998,  declined
$1,441.7  million from December 31, 1997. This variance  consisted  primarily of
two items:  an additional  investment of $851.4 million in PanAmSat in May 1998,
which increased Hughes' ownership from 71.5% to 81.0%, and a $204.7 million cash
payment  to General  Motors  (GM) in  connection  with the  finalization  of the
purchase price adjustment amount related to the transfer of Delco Electronics to
GM in December 1997 as part of the Hughes  Transactions (the Hughes Transactions
also included the spin-off and subsequent merger of Hughes Defense with Raytheon
Company).

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


                                    # # #









----------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  
(2)1997  earnings  per share are presented on a pro forma basis.  Historically, 
such   earnings  per  share  amounts  were  calculated  based on the  financial 
performance  of former  Hughes,  which consisted   of   the   defense   
electronics,    automotive   electronics,   and telecommunications and space
businesses. Since these financial statements relate only to the 
telecommunications  and space businesses of former Hughes,  the pro forma  
presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.





                                    - 31 -








STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                             Year Ended
                                    Fourth Quarter          December 31,
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                   $1,032.8    $1,017.7    $3,360.3    $3,143.6
Direct broadcast, leasing and
   other services                  757.8       676.9     2,603.6     1,984.7
----------------------------------------------------------------------------
   Total Revenues                1,790.6     1,694.6     5,963.9     5,128.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              844.9       781.9     2,627.3     2,493.3
Broadcast programming and
   other costs                     375.5       313.9     1,175.7       912.3
Selling, general, and
   administrative expenses         404.8       405.9     1,457.0     1,119.9
Depreciation and amortization      124.6       101.1       433.8       296.4
Amortization of GM purchase
   accounting adjustments (1)        5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
   Total Operating Costs and
      Expenses                   1,754.9     1,607.9     5,714.8     4,842.9
----------------------------------------------------------------------------
Operating Profit                    35.7        86.7       249.1       285.4
Interest income                     23.7        15.0       112.3        33.1
Interest expense                    (8.0)      (32.9)      (17.5)      (91.0)
Other, net                         (50.3)      (61.9)     (153.1)      390.7
----------------------------------------------------------------------------
Income from Continuing Operations
   Before Income Taxes, Minority
   Interests, Extraordinary Item
   and Cumulative Effect of
   Accounting Change                 1.1         6.9       190.8       618.2
Income taxes                      (116.8)       (7.8)      (44.7)      236.7
Minority interests in net
   losses of subsidiaries            5.2         8.0        24.4        24.8
----------------------------------------------------------------------------
Income from continuing operations  123.1        22.7       259.9       406.3
Income from discontinued operations,
   net of taxes                      -           -           -           1.2
Gain on sale of discontinued
   operations, net of taxes          -          62.8         -          62.8
----------------------------------------------------------------------------
Income before extraordinary item
   and cumulative effect of
   accounting change               123.1        85.5       259.9       470.3
Extraordinary item, net of taxes     -         (20.6)        -         (20.6)
Cumulative effect of accounting
   change, net of taxes (3)          -           -          (9.2)        -
----------------------------------------------------------------------------
Net Income                         123.1        64.9       250.7       449.7
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
Net Earnings Used for Computation
   of Available Separate
   Consolidated Net Income        $128.2       $70.0      $271.7      $470.7
============================================================================
Available Separate Consolidated
   Net Income (2)                  $33.9       $18.0       $71.5      $119.4
============================================================================
Net Earnings Attributable to
   General Motors Class H
   Common Stock on a Per Share
   Basis (2)                       $0.32       $0.18       $0.68       $1.18
============================================================================


(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically,  such amounts
   were calculated  based on the financial  performance of former Hughes,  which
   consisted   of  the   defense   electronics,   automotive   electronics   and
   telecommunications  and space  businesses.  Since these financial  statements
   relate only to the  telecommunications and space businesses of former Hughes,
   the pro forma  presentation  is used to present the  results  that would have
   been  achieved  relative to the GM Class H common  stock had the results been
   calculated based only upon such telecommunications and space businesses.
(3)Although Hughes adopted  Statement of Position (SOP) 98-5,  "Reporting on the
   Costs of Start-Up Activities" in the fourth quarter of 1998, the SOP requires
   restatement of Hughes' interim period results as if the SOP was adopted as of
   the beginning of the year. Accordingly, net income and earnings per share for
   the first  quarter of 1998 have been  restated to reflect  reductions of $9.2
   million and $0.02, respectively.  The impact on the second and third quarters
   of 1998 were not significant.

                                     - 32 -


BALANCE SHEET
(Dollars in Millions)
                                                 December 31,    December 31,
ASSETS                                               1998           1997
-----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,342.1         $2,783.8
Accounts and notes receivable                         922.4            630.0
Contracts in process                                  783.5            575.6
Inventories                                           471.5            486.4
Prepaid expenses, deferred income taxes and other     326.9            297.3
----------------------------------------------------------------------------

Total Current Assets                                3,846.4          4,773.1
Satellites - Net                                    3,197.5          2,643.4
Property - Net                                      1,059.2            889.7
Net Investment in Sales-type Leases                   173.4            337.6
Intangible Assets - Net                             3,552.2          2,954.8
Investments and Other Assets                        1,606.3          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $13,435.0        $12,731.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $764.1           $472.8
Advances on contracts                                 291.8            209.8
Deferred revenues                                      43.8             77.8
Notes payable and current portion of long-term debt   156.1               -
Accrued liabilities                                   753.7            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           2,009.5          1,449.8
Long-Term Debt                                        778.7            637.6
Deferred Gains on Sales and Leasebacks                121.5            191.9
Accrued Operating Leaseback Expense                    56.0            100.2
Postretirement Benefits Other Than Pensions           150.7            154.8
Other Liabilities and Deferred Credits                811.1            706.4
Deferred Income Taxes                                 643.9            570.8
Minority Interests                                    481.7            607.8
Stockholder's Equity                                8,381.9          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $13,435.0        $12,731.0
============================================================================

Certain  1997  amounts  have  been   reclassified   to  conform  with  the  1998
presentation.

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).















                                     - 33 -
STATEMENT OF CASH FLOWS
(Dollars in Millions)
                                                     Years Ended December 31,
                                                     ------------------------
                                                      1998             1997
----------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income                                           $250.7           $449.7
Adjustments to reconcile net income to net
   cash provided by continuing operations
   Income from discontinued operations                  -               (1.2)
   Gain on sale of discontinued operations              -              (62.8)
   Extraordinary item, net of taxes                     -               20.6
   Cumulative effect of accounting change,
     net of taxes                                       9.2              -
   Depreciation and amortization                      433.8            296.4
   Amortization of GM purchase accounting
      adjustments related to Hughes                    21.0             21.0
   Net gain on sale of investments and
      businesses sold                                 (13.7)          (489.7)
   Gross profit on sales-type leases                    -              (33.6)
   Deferred income taxes and other                    153.2            285.5
   Change in other operating assets and liabilities
      Accounts and notes receivable                   (97.5)          (195.2)
      Contracts in process                           (230.9)          (174.2)
      Inventories                                      20.2            (60.7)
      Collections of principal on net
        investment in sales-type leases                40.6             22.0
      Accounts payable                                277.3           (184.1)
      Advances on contracts                            82.0            (95.6)
      Deferred revenues                               (34.0)           (65.0)
      Accrued liabilities                              66.8            217.8
      Deferred gains on sales and leasebacks          (36.2)           (42.9)
      Other                                           (67.3)          (102.5)
-----------------------------------------------------------------------------
      Net Cash Provided by Continuing Operations      875.2             10.5
      Net Cash Used by Discontinued Operations          -              (15.9)
-----------------------------------------------------------------------------
      Net Cash Provided by (Used in) Operating
        Activities                                    875.2             (5.4)
-----------------------------------------------------------------------------
Cash Flows from Investing Activities
Investment in companies, net of cash acquired      (1,240.3)        (1,798.8)
Expenditures for property                            (343.6)          (251.3)
Increase in satellites                               (945.2)          (633.5)
Proceeds from sale of long-term investments             -              242.0
Early buy-out of satellite under sale and leaseback  (155.5)             -
Proceeds from sale of discontinued operations            -             155.0
Proceeds from disposal of property                     20.0             55.1
Proceeds from disposal of investments                  12.4              -
Proceeds from insurance claims                        398.9              -
-----------------------------------------------------------------------------
      Net Cash Used in Investing Activities        (2,253.3)        (2,231.5)
-----------------------------------------------------------------------------
Cash Flows from Financing Activities
Long-term debt borrowings                           1,165.2          2,383.3
Repayment of long-term debt                        (1,024.1)        (2,851.9)
Premium paid to retire debt                             -              (34.4)
Contributions from Parent Company                       -            1,124.2
Payment to General Motors for Delco post-closing
   price adjustment                                  (204.7)             -
Capital proceeds resulting from Hughes transactions     -            4,392.8
----------------------------------------------------------------------------
      Net Cash (Used in) Provided by
        Financing Activities                          (63.6)         5,014.0
----------------------------------------------------------------------------
Net  (decrease) increase in cash and
   cash equivalents                                (1,441.7)         2,777.1
Cash and cash equivalents at beginning of the year  2,783.8              6.7
----------------------------------------------------------------------------
Cash and cash equivalents at end of the year       $1,342.1         $2,783.8
============================================================================

Certain  1997  amounts  have  been   reclassified   to  conform  with  the  1998
presentation.
                                     - 34 -


PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Year  Ended
                                     Fourth Quarter         December 31,
                                   -----------------     ----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $567.6      $415.9  $1,816.1    $1,276.9
Operating Loss                    $(94.5)     $(95.9)  $(228.1)    $(254.6)
Depreciation and Amortization      $25.1       $23.6    $102.3       $86.1
Capital Expenditures (1)          $100.7       $51.4    $230.8      $105.6
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $196.7      $197.9    $767.3      $629.9
Operating Profit                   $82.4       $93.3    $321.6      $296.2
Operating Profit Margin             41.9%       47.1%     41.9%       47.0%
Depreciation and Amortization      $61.9       $50.0    $231.7      $141.9
Capital Expenditures (2)          $316.7       $82.0    $921.7      $625.7
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $843.1      $743.8  $2,831.1    $2,491.9
Operating Profit                   $67.4       $66.6    $246.3      $226.3
Operating Profit Margin              8.0%        9.0%      8.7%        9.1%
Depreciation and Amortization      $14.1       $11.7     $49.2       $39.4
Capital Expenditures               $49.2       $45.7     $99.7      $113.9
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $402.6      $401.9  $1,076.7    $1,011.3
Operating Profit                   $31.1       $68.0     $10.9       $74.1
Operating Profit Margin              7.7%       16.9%      1.0%        7.3%
Depreciation and Amortization      $11.9       $10.3     $41.7       $32.0
Capital Expenditures               $13.6       $10.1     $40.0       $43.1
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(219.4)     $(64.9)  $(527.3)    $(281.7)
Operating (Loss)                  $(45.6)     $(40.2)   $(80.6)     $(35.6)
Depreciation and Amortization      $11.6        $5.5      $8.9       $(3.0)
Capital Expenditures               $21.8       $85.9    $136.3      $(61.7)
---------------------------------------------------------------------------
CONSOLIDATED TOTAL
Total Revenues                  $1,790.6    $1,694.6  $5,963.9    $5,128.3
Operating Profit                   $40.8       $91.8    $270.1      $306.4
Depreciation and Amortization     $124.6      $101.1    $433.8      $296.4
Capital Expenditures              $502.0      $275.1  $1,428.5      $826.6
==========================================================================

*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated Certificate of Incorporation, the
    earnings attributable to GM Class H common stock for purposes of
    determining the amount available for the payment of dividends on GM Class
    H common stock specifically excludes such adjustments.  In order to
    provide additional analytical data, the above unaudited pro forma
    selected segment data, which exclude the purchase accounting adjustments
    related to GM's acquisition of Hughes, are presented.
(1)Includes  expenditures  related to satellites  amounting to $32.2 million and
   $70.2 million in the fourth quarter and twelve month period of 1998.
(2)Includes  expenditures  related to  satellites  amounting to $304.1  million,
   $78.8 million, $726.3 million and $606.1 million, respectively. Also included
   in the year ended December 31, 1998 amount is $155.5  million  related to the
   early buy-out of satellite sale-leasebacks.









                                     - 35 -


                        GMAC ANNOUNCES YEAR-END EARNINGS

DETROIT  --  GMAC  (General  Motors   Acceptance   Corporation)   reported  1998
consolidated net income of $1,325 million,  up 2% from the $1,301 million earned
in 1997, GMAC President John D. Finnegan  announced  today.  These earnings were
the highest  recorded by GMAC since 1991 and  represent  the fourth  consecutive
year of increased earnings.

      In 1998,  net income from  automotive  financing  operations  totaled $984
million, up 8% from the $910 million earned in 1997. Earnings were higher due to
retail asset  growth,  reduced  credit losses and a lower  effective  income tax
rate,  partially offset by lower net interest margins and lower wholesale volume
(due to the midsummer General Motors strike).

      GMAC  Insurance Holdings Inc. generated net income of $226 million in
1998, up slightly from $224 million earned last year.

      GMAC  Mortgage  Group Inc.  generated  net income of $115 million in 1998,
down from $167 million  earned in 1997.  Earnings were lower largely  reflecting
reduced mortgage asset values due to higher prepayment levels.

      Fourth quarter GMAC 1998 results totaled $298 million, up 7% from the $279
million  earned in the final quarter of 1997.  For the quarter,  net income from
automotive  financing  operations totaled $200 million,  up 8% from $186 million
earned a year ago. GMAC Insurance's earnings for the fourth quarter 1998 totaled
$38  million,  compared to $54 million  earned in the same quarter one year ago.
GMAC Mortgage Group earnings were $60 million, up 52% from one year ago.






































                                     - 36 -



                                    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    January 20, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)















































                                      - 37 -
[{"type": "8-K", "sequence": "1", "description": "4TH QUARTER PRESS RELEASE", "secsgml_size_bytes": 118518}]
{"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": "99508641"}, "business-address": {"street1": "100 RENAISSANCE CTR", "city": "DETROIT", "state": "MI", "zip": "48265-1000", "phone": "3135565000"}, "mail-address": {"street1": "3044 W GRAND BOULEVARD", "city": "DETROIT", "state": "MI", "zip": "48202-3091"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

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

          Date of Report
(Date of earliest event reported) January 20, 1999
                                  ----------------

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

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

   100 Renaissance Center, Detroit, Michigan                 48265-1000
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

                                    - 1 -

ITEM 5. OTHER EVENTS

      On January 20,  1999,  a news  release was issued on the subject of fourth
quarter  consolidated  earnings for General  Motors  Corporation  (GM). The news
release did not include  certain  financial  statements,  related  footnotes and
certain other financial  information  that will be filed with the Securities and
Exchange  Commission as part of GM's Annual  Report on Form 10-K.  Following are
the fourth  quarter  earnings  releases for GM, Hughes  Electronics  Corporation
(Hughes),  and General Motors Acceptance  Corporation  (GMAC), all dated January
20, 1999.

   GM FOURTH-QUARTER 1998 EARNINGS PER SHARE OF $2.64 BEST FOR ANY QUARTER
      IN GM HISTORY... EPS TOTALED $3.28 PER SHARE EXCLUDING SPECIAL ITEMS

      DETROIT -- Strong  vehicle  sales and  continued  aggressive  cost cutting
resulted in record-setting  financial performance for General Motors Corporation
(GM) in the fourth  quarter of 1998,  with $2.64 basic  earnings per share of GM
$1-2/3 par value  common  stock the best for any  quarter in GM's  history.  Net
income totaling $1.8 billion was the best for any  fourth-quarter  period.  That
compares  with net income of $1.6  billion,  or $2.29 per  share,  in the fourth
quarter of 1997.  Excluding  special items, GM's income in the fourth quarter of
1998 totaled $2.2 billion, or $3.28 per share (see Special Items).

      "We came back strong following the work stoppage in mid-year and we intend
to keep this momentum going in the future," said GM Chairman and Chief Executive
Officer John F. Smith, Jr.

      Smith said, "We've been busy since August.  We've achieved full production
of GM's new full-size pickup trucks a month ahead of schedule,  we announced and
made significant progress toward the separation of Delphi Automotive Systems, we
integrated  the worldwide  automotive  operations  into a single global unit, we
restructured  the U.S. sales and service field  organization,  we started up two
new plants in key developing  markets -- Poland and China -- and we expanded our
ownership in and partnerships with Isuzu and Suzuki -- all since August."

      GM also reported  today that its  strike-impacted  calendar-year-1998  net
income totaled $3.0 billion, or $4.26 per share,  compared with $6.3 billion, or
$8.45 per share, in calendar-year 1997. All earnings-per-share amounts are basic
(see Highlights for diluted earnings-per-share amounts).

      The corporation's  strong fourth quarter primarily  reflects the excellent
results for GM North America,  which reached an all-time record for any quarter,
with net income totaling $1.6 billion,  and a net-profit  margin of 5.7 percent.
That beat the previous  record high of $841 million in the first quarter of 1998
by more than $700 million.

      Consolidated  net sales and revenues in the fourth quarter of 1998 totaled
$46.4  billion,  and $161 billion for the  calendar  year,  compared  with $42.9
billion for the fourth quarter of 1997 and $167 billion in  calendar-year  1997,
adjusted to reflect the spin-off of the Hughes defense business.

      Cash,  marketable  securities  and  assets  of  the  Voluntary  Employees'
Beneficiary Association (VEBA) trust invested in fixed-income securities totaled
$14.1  billion at Dec. 31, 1998,  compared  with $17.5 billion at Dec. 31, 1997,
and $11.5 billion at Sept. 30, 1998.  These cash amounts  exclude GM's financing
and insurance operations.

                                    - 2 -

      "By running our operations full out and effectively  containing  costs, we
have  rebuilt our cash  position to exceed the $13 billion  necessary to support
capital-spending  programs,  adequately fund pension plans, continue stockholder
initiatives,  and  keep us in a  strong  position  in the  event  of any  future
downturn," Smith said.

      "With regard to  stockholder  initiatives,  we are planning  three steps,"
Smith said.  "First, we will reinstate the  share-repurchase  program during the
first  quarter of 1999 with a targeted  completion  by the end of this  calendar
year. Since January 1997, GM has spent $6.3 billion to repurchase  approximately
102 million  shares of GM $1-2/3 par value common stock or about 13.5 percent of
the total shares  outstanding.  Secondly,  GM plans to redeem its Series B 9-1/8
Preference  Stock  in the near  future.  There  are  currently  some 20  million
depositary  shares of the  preference  stock with a face value of more than $500
million.  Third, during 1999, we are planning to distribute our entire ownership
interest in Delphi to GM's $1-2/3 stockholders."

      Significant    factors    impacted    both    the    fourth-quarter    and
calendar-year-1998   and  1997  financial   results  (see  Special  Items,   and
Highlights).

      Excluding special items, GM's income in the fourth quarter of 1998 totaled
$2.2 billion, or $3.28 per share, which compares with $1.4 billion, or $1.96 per
share in the fourth quarter of 1997.

      "We expect strong  market  conditions to continue in the United States and
Europe in 1999,  and fully  intend to maintain our momentum in the market and to
further strengthen our financial position," Smith said.  "However,  the economic
problems  and  uncertainty  in Asia  and  Latin  America  will  be a  continuing
challenge in 1999," Smith cautioned.

      Unless otherwise noted, corporate and sector data in the remainder of this
release  exclude  the   above-mentioned   special  items.  (See  Highlights  for
calendar-year data.)

      Following is a summary of income from GM's business  sectors in the fourth
quarter of 1998, compared with the prior-year period.

      GM Business Sector            Fourth Quarter          Fourth Quarter
                                          1998                    1997
      GM Automotive                 $1.5 billion            $831 million
      Delphi Automotive Systems     $280 million            $349 million
      General Motors Acceptance     $298 million            $279 million
      Corporation (GMAC)
      Hughes Electronics            $119 million            $70 million
      Corporation (Hughes)

GM AUTOMOTIVE

      GM Automotive  fourth-quarter-1998  income totaled $1.5 billion,  compared
with $831 million in the fourth quarter of 1997.

      "We're pleased to see the strong  results driven by the global  automotive
team in the fourth quarter of 1998,  our first quarter as a globally  integrated
unit," said GM President and Chief Operating Officer G. Richard Wagoner, Jr.

                                    - 3 -

      "We came back strong in North  America  following  the work  stoppage  and
began to pick up  momentum  in  Europe  as  well,"  Wagoner  said.  "Significant
cost-restructuring  actions were implemented in South America in response to the
difficult economic and market  environments,  and we continue our plan to expand
in the Asia-Pacific region despite the current economic weakness there.

      "Overall  in 1998,  we ended on a strong  note,  and we expect to build on
that momentum in 1999,"  Wagoner said. "We plan to keep an intense focus on cost
reduction, while introducing many new products around the world."

      GM  Automotive's  net margin was 4.2 percent in the fourth quarter of 1998
-- up  significantly  from the net margin of 2.4 percent in the same period last
year.

      Following are results from the four regions that comprise GM Automotive:

         -     Income for GM North  America  totaled  $1.7 billion in the fourth
               quarter of 1998, compared with $650 million in the fourth quarter
               of 1997.  Net-income  margin of 6.0 percent in the fourth quarter
               of 1998 represents the best performance in recent history.

         -     GM Europe's  income totaled $146 million in the fourth quarter of
               1998, compared with $31 million in the fourth quarter of 1997.

         -     GM Latin America/Africa/Mid-East showed a loss of $161 million in
               the fourth  quarter of 1998  compared with income of $192 million
               in the fourth quarter of 1997.

         -     GM  Asia/Pacific's  losses  totaled  $116  million  in the fourth
               quarter  of  1998,  compared  with a loss of $27  million  in the
               prior-year period.

          GM vehicle  deliveries in the United States totaled 1,154,000 units in
the fourth quarter of 1998, which resulted in a 29.1-percent share of the U.S.
vehicle market.

          "Reaching full  production of our new full-size  pickup trucks a month
ahead of schedule in December of 1998, along with our 14 all-new product entries
in 1999,  should  set the  stage  for  further  improved  market  and  financial
results," Wagoner said.

          GM Europe gained market  momentum in the fourth quarter of 1998,  with
market  share  reaching 9.9 percent,  up 0.5  percentage  points from the fourth
quarter of 1997. This improvement resulted from the full availability of the new
Opel/Vauxhall  Astra,  which was the  best-selling  product in Europe during the
fourth quarter of 1998.

          Both  the  Asia/Pacific  and  Latin  America/Africa/Mid-East   regions
continue  to be  affected  by  economic  turmoil  and  uncertainties,  which are
expected  to  continue  in early  1999.  GM was the market  leader in the fourth
quarter of 1998 in the Latin  America/Africa/Mid-East  region,  even though GM's
normally strong Brazilian operations continued to suffer.

          GM plans to remain fully committed to both the  Asia/Pacific and Latin
American regions,  and is positioning  itself for the future in both markets due
to their long-term growth potential.

                                        - 4 -

       DELPHI AUTOMOTIVE SYSTEMS (DELPHI)

          Delphi  Automotive  Systems' income totaled $280 million in the fourth
quarter of 1998, compared with $349 million in the fourth quarter of 1997.

          The  net-profit  margin was 3.6 percent in the fourth quarter of 1998,
compared with 4.3 percent in the same period of 1997.

          "Delphi's  fourth-quarter-1998  results  reflect  the  impact  of  the
economic  downturn in Latin  America,"  said Delphi  Chairman,  Chief  Executive
Officer and President  J.T.  Battenberg  III. "But  continuing  worldwide  price
pressures   were  offset  by   Delphi's   aggressive   cost-reduction   efforts,
particularly in the areas of manufacturing, material, and engineering."

       GENERAL MOTORS ACCEPTANCE CORPORATION (GMAC)

          GMAC  reported  income of $298 million in the fourth  quarter of 1998,
compared with income of $279 million in the fourth quarter of 1997.  Income from
automotive  financing  operations  increased 8 percent in the fourth  quarter of
1998,  while earnings from the GMAC Mortgage Group increased 52 percent compared
with the prior-year period.

       HUGHES ELECTRONICS CORPORATION (HUGHES)

          Income in the fourth  quarter of 1998 totaled $119  million,  compared
with $70  million  in the  prior-year  period.  Hughes'  fourth-quarter  results
reflect continued record growth in DirectTV subscriptions,  as well as increased
sales of commercial satellites. Revenues in the fourth quarter of 1998 increased
5.7 percent to $1.8  billion,  compared  with $1.7 billion in the same period of
1997.

       SPECIAL ITEMS

          As a result of GM's continuing studies relating to the competitiveness
of its  various  automotive  assets and  operations,  the  corporation  recorded
after-tax  charges  against  income in the fourth  quarter of 1998 totaling $420
million,  or $0.64 per share.  Following  are the  components  of the  after-tax
charges:

          -    $80 million at GM North America, primarily related to
                separation programs for employees involved in the
                restructuring of the U.S. sales and service field
                organization.

          -    $97 million at GM Asia/Pacific primarily related to the impact of
               the weak economic  environment  on GM's  investments in India and
               Thailand.

          -    $51  million  at  GM  Latin  America/Africa/Mid-East  related  to
               underperforming assets, and separation programs for employees, as
               part of GM's  cost-reduction  efforts  in  response  to  economic
               conditions.

          -    $192  million at Delphi,  primarily  related to  voluntary  early
               retirements,   closing  of  unprofitable   joint  ventures,   and
               underperforming assets.

       (See Highlights for previously reported special items)

                                    - 5 -

PROFIT SHARING

      As a result of the profits  generated  in 1998 by GM's  operations  in the
United  States,  profit-sharing  payments will be made in 1999 to  approximately
231,000 of GM's  represented  employees  in the United  States.  Each  full-time
represented  employee  who worked the entire year should  receive  approximately
$200. This is the fifth consecutive year that profit-sharing  payments have been
made to U.S.  employees.  Profits generated in 1997 resulted in a profit-sharing
payout of approximately $750.

      General  Motors  also  announced  today  that  more than  70,000  eligible
salaried  employees  in the  United  States and Canada  will  receive  incentive
payments.  The 1998  salaried cash payout is either 1.0 percent of an employee's
base-salary earnings or $200, whichever is higher.

      In addition to the cash payout,  eligible salaried employees in the United
States and Canada will be granted options to purchase General Motors stock. As a
continuation of the program  initiated last year,  options covering a total of 5
million shares will be awarded with  individual  grants  covering from 25 to 100
shares, depending upon the level of the employee's responsibility.

FORWARD LOOKING STATEMENTS

      This release and related management  discussions with securities analysts,
the media and others will contain certain  forward-looking  statements indicated
by our use of the terms "plans,"  "expects,"  "outlook,"  "forecast" and similar
words.

      These  forward-looking  statements  are made in an effort  to  assist  the
market  in  understanding  General  Motors  and  its  results.   Forward-looking
statements  are  inherently  predictive  in  nature  and GM  cannot  assure  nor
guarantee that actual results will not differ  materially from its  predictions.
Important risk factors that could cause actual results to differ materially from
those  indicated by our  predictions  are detailed in the  corporation's  Annual
Report on Form 10-K for the year ended Dec. 31, 1997, in Part II, at page II-64,
under the heading "Forward-Looking Statements."

                                 # # #

HIGHLIGHTS ATTACHED

                                    - 6 -

     HIGHLIGHTS - Q4 Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                       Three Months Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998     1998(1)  1997     1997(1)
                             --------  -------  -------  --------
     Net sales and revenues (2)
     Manufactured products    $40,747 $40,747   $37,688   $38,147
     Financing and insurance    3,495   3,495     3,199     3,199
     Other income               2,124   2,124     6,280     2,100
                               ------  ------    ------    ------
     Total net sales and
       revenues               $46,366 $46,366   $47,167   $43,446
                               ------  ------    ------    ------
     Net income (2)            $1,772  $2,192    $1,645    $1,415
     Net profit margin (2)        3.8%     4.7%      3.5%     3.3%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $1,725             $1,654
       Class H (3)                $-                $65
       Class H (4)               $32                 $2
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.64      $3.28    $2.36     $1.96
       Class H (3)                $-         $-    $0.63
       Class H (4)(9)          $0.30      $0.30    $0.02     $0.18
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $2.61      $3.25    $2.33     $1.93
       Class H (3)                $-         $-    $0.63
       Class H (4)(9)          $0.30      $0.30    $0.02     $0.18
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $0.50               $0.50
       Class H (3)                $-               $0.25
       Class H (4)                $-                  $-
     .............................................................
     Book Value Per Share of Common Stocks
                                          December 31,
                                   ----------------------
                                     1998         1997
                                   ---------    ---------
       $1-2/3 par value             $19.90       $22.26
       Class H                      $11.94       $13.36
     .............................................................

   See footnotes beginning on page 12.

                                              continues

                                   - 7 -

     HIGHLIGHTS - Q4 Adjusted for Competitiveness Studies, Hughes
Transactions and Other Adjustments by Sector
     (Dollars in Millions)
                                      Three Months Ended
                                       December 31, 1998
                                 ----------------------------
                                                        (1)
                                 Reported     (5)     Adjusted
                                 Income      Comp.     Income
                                 (Loss)     Studies    (Loss)
                                 -------    -------   --------
     GM North America
       (GMNA)                    $1,583       $(80)     $1,663
     GM Europe (GME)                146          -         146
     GM Latin America/
       Africa/Mid-East
       (GMLAAM)                    (212)       (51)       (161)
     GM Asia/Pacific (GMAP)        (213)       (97)       (116)
     Other                           (5)         -          (5)
                                  -----       ----       -----
       Total GM Automotive
         (GMA)                    1,299       (228)      1,527
     Delphi                          88       (192)        280
     Hughes (9)                     119          -         119
     Other                          (53)         -         (53)
                                  -----       ----       -----
       Total Automotive,
         Electronics and
         Other Operations         1,453       (420)      1,873

     GMAC                           298          -         298
     Other                           21          -          21
                                  -----       ----       -----
       Total Financing and
       Insurance Operations         319          -         319
                                  -----       ----       -----
       Consolidated net
       income                    $1,772      $(420)     $2,192
                                  =====       ====       =====

                                       Three Months Ended
                                        December 31, 1997 (2)
                           ------------------------------------------
                                                                (1)
                          Reported   (5)      (6)      (7)    Adjusted
                           Income   Comp.   Hughes    Other    Income
                           (Loss)  Studies  Trans.    Adjs.    (Loss)
                          -------  -------  -------  ------- -------
     GMNA                $(1,747) $(2,383)     $ -      (14)    $650
     GME                    (457)    (488)       -        -       31
     GMLAAM                  192        -        -        -      192
     GMAP                   (196)    (170)       -        1      (27)
     Other                   (15)       -        -        -      (15)
                           -----    -----    -----    -----    -----
       Total GMA          (2,223)  (3,041)       -      (13)     831
     Delphi                 (508)    (870)       -       13      349
     Hughes                   70        -        -        -       70
     Other                 4,013     (128)   4,269        -     (128)
                           -----    -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations  1,352   (4,039)   4,269        -    1,122

     GMAC                    279        -        -        -      279
     Other                    14        -        -        -       14
                           -----    -----   ------    -----    -----
       Total Financing and
       Insurance Operations  293        -        -        -      293
                           -----    -----    -----    -----    -----
     Consolidated net
       income             $1,645  $(4,039)  $4,269      $ -   $1,415
                           =====    =====    =====    =====    =====

      See footnotes beginning on page 12.
                                    continues

                                   - 8 -

     HIGHLIGHTS - Q4 Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions
     and Other Adjustments
     (Dollars in Millions)
                                       Three Months Ended
                                       December 31, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Revenue                $27,912  $7,185  $1,484    $768    $7,800
                             ------   -----   -----     ---     -----
     Pre-tax income (loss)    2,403     229    (366)    (97)       70
     Income tax expense
       (benefit)                813      81    (139)      3         5
     Equity (loss) income and
       minority interests        (7)     (2)     15    (113)       23
                              -----   -----   -----     ---     -----
     Net income (loss)       $1,583    $146   $(212)  $(213)      $88
                              =====   =====   =====     ===     =====

     Net profit (loss)
       margin                   5.7%    2.0%  (14.3%) (27.7%)    1.1%
     Effective income
       tax rate                33.8%   35.4%   38.0%   (3.1%)    7.1%

     Competitiveness Studies (5)
     -----------------------
     Revenue                    $ -     $ -     $ -     $ -       $ -
                              -----   -----   -----     ---     -----
     Pre-tax income            (105)      -     (82)    (37)     (310)
     Income taxes               (40)      -     (31)      -      (118)
     Equity income and
       minority interests       (15)      -       -     (60)        -
                              -----   -----   -----     ---     -----
     Net income                $(80)    $ -    $(51)   $(97)    $(192)
                              =====   =====   =====     ===     =====

     Adjusted (1)
     --------
     Revenue                $27,912  $7,185  $1,484    $768    $7,800
                             ------   -----   -----   -----     -----
     Pre-tax income (loss)    2,508     229    (284)    (60)      380
     Income tax expense
       (benefit)                853      81    (108)      3       123
     Equity income (loss) and
       minority interests         8      (2)     15     (53)       23
                             ------   -----   -----   -----     -----
     Net income (loss)       $1,663    $146   $(161)  $(116)     $280
                             ======   =====   =====   =====     =====

     Net profit (loss)
       margin                   6.0%    2.0% (10.8%)  (15.1%)    3.6%
     Effective income
       tax rate                34.0%   35.4%  38.0%    (5.0%)   32.4%

      See footnotes beginning on page 12.

                                    continues

                                   - 9 -

     HIGHLIGHTS - Q4 Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions
     and Other Adjustments
     (Dollars in Millions)
                                       Three Months Ended
                                       December 31, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------
     Reported (2)
     --------
     Revenue                $25,527  $6,103  $2,085    $836    $8,079
                             ------   -----   -----     ---     -----
     Pre-tax (loss) income   (2,826)   (695)     68    (180)     (748)
     Income tax benefit      (1,132)   (261)    (33)    (14)     (257)
     Equity (loss) income and
        minority interests      (53)    (23)     91     (30)      (17)
                              -----   -----   -----     ---     -----
     Net (loss) income      $(1,747)  $(457)   $192   $(196)    $(508)
                              =====   =====   =====     ===     =====

     Net (loss) profit
       margin                  (6.8%)  (7.5%)   9.2%  (23.4%)   (6.3%)
     Effective income
       tax rate                40.1%   37.6%  (48.5%)   7.8%    34.4%

     Competitiveness Studies (5)
     -----------------------
     Revenue                  $(450)     $-      $-     $(9)      $ -
                              -----   -----   -----     ---     -----
     Pre-tax income          (3,708)   (848)      -    (174)   (1,362)
     Income taxes            (1,396)   (360)      -     (13)     (502)
     Equity income and
       minority interests       (71)      -       -      (9)      (10)
                              -----   -----   -----     ---     -----
     Net income             $(2,383)  $(488)     $-   $(170)    $(870)
                              =====   =====   =====     ===     =====

     Other Adjustments (7)
     -----------------
     Revenue                     $-      $-      $-      $-        $-
                             ------   -----   -----     ---     -----
     Pre-tax income             (64)      -       -       1        63
     Income taxes               (50)      -       -       -        50
     Equity income and
       minority interests         -       -       -       -         -
                             ------   -----   -----     ---     -----
     Net income                $(14)     $-      $-      $1       $13
                             ======   =====   =====     ===     =====

     Adjusted (1)
     --------
     Revenue                $25,977  $6,103  $2,085    $845    $8,079
                             ------   -----   -----     ---     -----
     Pre-tax income (loss)      946     153      68      (7)      551
     Income tax expense
       (benefit)                314      99     (33)     (1)      195
     Equity income (loss)
       and minority interests    18     (23)     91     (21)       (7)
                             ------   -----   -----     ---     -----
     Net income (loss)         $650     $31    $192    $(27)     $349
                             ======   =====   =====     ===     =====
     Net profit (loss)
       margin                   2.5%    0.5%   9.2%    (3.2%)    4.3%
     Effective income
       tax rate                33.2%   64.7% (48.5%)   14.3%    35.4%

      See footnotes beginning on page 12.

                                    continues

                                  - 10 -

HIGHLIGHTS - Q4 Operating Information
                                      Three Months Ended
                                         December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars             739          699
                        Trucks           616          599
                                      ------       ------
         Total United States           1,355        1,298
       Canada and Mexico                 169          152
                                      ------       ------
           Total GM North America      1,524        1,450
                                      ------       ------
       GME                               465          469
       GMLAAM                            131          187
       GMAP                               91          107
                                      ------       ------
         Total International             687          763
                                      ------       ------
             Total Worldwide           2,211        2,213
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  209          216
                 - Trucks                383          382
       Pontiac                           133          132
       GMC                               112          117
       Buick                             101          113
       Oldsmobile                         98           77
       Saturn                             52           52
       Cadillac                           57           44
       Other                               9            5
                                      ------       ------
         Total United States           1,154        1,138
       Canada and Mexico                 140          162
                                      ------       ------
         Total GM North America        1,294        1,300
                                      ------       ------
       GME                               443          419
       GMLAAM                            131          182
       GMAP                               94          120
                                      ------       ------
         Total International             668          721
                                      ------       ------
             Total Worldwide           1,962        2,021
                                      ======       ======
     ....................................................
     Market share
       United States
         Cars                           31.6%        32.2%
         Trucks                         26.7%        29.0%
           Total                        29.1%        30.6%
       Total North America              28.9%        30.5%
       Western Europe                   10.9%        11.1%
       Latin America                    18.1%        19.6%
       Asia and Pacific                  3.6%         3.9%
             Total Worldwide            15.8%        15.7%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet Sales - Cars             33.7%        27.0%
       % Fleet Sales - Trucks           13.8%        12.4%
       Total vehicles                   24.6%        20.2%
      ....................................................
      Days Supply of Inventory - U.S.
       Cars                               93           92
       Trucks                             89           97
     .....................................................
      Capacity Utilization %
      U.S. and Canada (2-shift rated)  101.2%       100.5%
      .....................................................
      GMNA
       Retail Incentives ($ per unit) $1,161       $1,148
       Net Price (%)                     1.3%        (1.3)%
      .....................................................
       See footnotes beginning on page 12.
                                               continues
                                  - 11 -

HIGHLIGHTS - Q4 Other Financial Information
(Dollars in Millions Except Per Share Amounts)

                                      Three Months Ended
                                        December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and Amortization (8)
       Depreciation                   $1,279       $2,693
       Amortization of special tools     885        3,407
       Amortization of intangible
         assets                           35           76
                                      ------        -----
            Total                     $2,199       $6,176
                                      ======        =====
     ....................................................
     Worldwide Employment at December 31 (in 000s) (2)
       GMNA                              226          237
       GME                                84           79
       GMLAAM                             23           27
       GMAP                               10           10
       Delphi                            199          210
       Hughes                             15           15
       GMAC                               25           21
       Other                              13            9
                                      ------       ------
         Total                           595          608
                                      ======       ======
     ....................................................
     Worldwide Payrolls (2)            $6,644      $7,021
     ....................................................

     (1) Adjusted  amounts  represent  the reported  amounts less the effects of
         special items (including Competitiveness Studies), Hughes Transactions
         and Other Adjustments.
     (2) Amounts  reported for 1997 have been adjusted to reflect the changes to
         GM's organizational  structure resulting from the Hughes  Transactions.
         As such,  Delphi  reported  amounts  include Delco and Hughes  reported
         amounts exclude Delco and Hughes Defense.
     (3) Data  relates to a period  prior to the date on which GM  recapitalized
         the  Class H common  stock as part of the  Hughes  Transactions  ("GM's
         Recapitalization Date").
     (4) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (5) As a result  of GM's  continuing  automotive  competitiveness  studies,
         fourth  quarter  1998 results were  impacted by charges  totaling  $534
         million ($420 million  after-tax or $0.64 per share of $1-2/3 par value
         common stock.  These studies were  performed in  conjunction  with GM's
         current  business  planning  cycle.  In the  fourth  quarter  1997,  GM
         recorded  pre-tax  charges  against income  totaling $6.4 billion ($4.0
         billion after-tax or $5.75 per share of $1-2/3 par value common stock).
     (6) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics  subsidiary  (Hughes  Transactions),  which  resulted  in a
         tax-free  gain of $4.3  billion  or $6.08 per share of $1-2/3 par value
         common stock in the fourth quarter of 1997.
     (7) Results have been  adjusted for amounts  necessary to reflect  Delphi's
         financial  statements  on the same basis as contained in their Form S-1
         document filed with the Securities and Exchange  Commission  during the
         fourth quarter of 1998, in connection  with their  anticipated  initial
         public offering.
     (8) Amounts exclude  depreciation and amortization  charges incurred by the
         financing and insurance operations.
     (9) 1998 results include the cumulative  effect of accounting  change of $9
         million due to Hughes' adoption of SOP 98-5. Hughes has reported the $9
         million change as a restatement of first quarter 1998 results.

                                    continues

                                  - 12 -

     HIGHLIGHTS - Year Ended Financial Results
     (Dollars in Millions Except
     Per Share Amounts)
                                           Year Ended
                                          December 31,
                             ------------------------------------
                                       Adjusted          Adjusted
                               1998    1998 (1)  1997    1997 (1)
                             --------  -------   ------  -------
     Net sales and revenues (2)
     Manufactured products  $140,433 $140,433  $146,759  $147,218
     Financing and insurance  13,585   13,585    12,762    12,762
     Other income              7,297    7,297    11,663     6,777
                             -------  -------   -------   -------
     Total net sales and
       revenues             $161,315 $161,315  $171,184  $166,757
                             -------  -------   -------   -------
     Net income (2)           $2,956   $3,691    $6,314    $5,658
     Net profit margin (2)       1.8%     2.3%       3.7%     3.4%
     .............................................................
     Earnings Attributable to Common Stocks
       $1-2/3 par value       $2,822             $6,276
       Class H (3)                $-               $322
       Class H (4)               $72                 $2
     .............................................................
     Basic Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $4.26      $5.38    $8.70     $7.66
       Class H (3)                $-         $-    $3.17
       Class H (4)             $0.68      $0.68    $0.02     $0.38
     .............................................................
     Diluted Earnings Per Share Attributable to Common Stocks
       $1-2/3 par value        $4.18      $5.30    $8.62     $7.58
       Class H (3)                $-         $-    $3.17
       Class H (4)             $0.68      $0.68    $0.02     $0.38
     .............................................................
     Cash Dividends Per Share of Common Stocks
       $1-2/3 par value        $2.00               $2.00
       Class H (3)                $-               $1.00
       Class H (4)                $-                  $-
     ..............................................................

   See footnotes beginning on page 19.

                                              continues

                                  - 13 -

     HIGHLIGHTS - Year Ended Adjusted for Competitiveness Studies, Hughes
     Transactions, and Other Adjustments By Sector
     (Dollars in Millions)
                                      Year Ended
                                    December 31, 1998
                           ----------------------------------
                                             Special    (1)
                           Reported   (5)    Items(6) Adjusted
                           Income    Comp.   & Other  Income
                           (Loss)   Studies  Adjs.(9) (Loss)
                           -------  -------  -------- -------
     GMNA                  $1,601     $(80)    $(34)  $1,715
     GME                      419        -      (44)     463
     GMLAAM                  (175)     (51)       -     (124)
     GMAP                    (239)     (97)       4     (146)
     Other                     (2)       -        -       (2)
                            -----    -----    -----    -----
       Total GM Automotive
         (GMA)              1,604     (228)     (74)   1,906
     Delphi                   (50)    (192)    (228)     370
     Hughes                   272        -        -      272
     Other                   (292)       -      (13)    (279)
                            -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations   1,534     (420)    (315)   2,269

     GMAC                   1,325        -        -    1,325
     Other                     97        -        -       97
                            -----    -----    -----    -----
       Total Financing and
       Insurance Operations 1,422        -        -    1,422
                            -----    -----    -----    -----
     Consolidated net
       income              $2,956    $(420)   $(315)  $3,691
                            =====    =====    =====    =====

                                      Year Ended
                                    December 31, 1997 (2)
                           ----------------------------------
                           Reported   (5)     (8)
                           Income    Comp.   Hughes    Sub-
                           (Loss)   Studies  Trans.   Total
                           ------   -------  ------   ------

     GMNA                    $(86) $(2,383)      $-   $2,297
     GME                      (17)    (488)       -      471
     GMLAAM                   667        -        -      667
     GMAP                    (169)    (170)       -        1
     Other                    (17)       -        -      (17)
                            -----    -----    -----    -----
       Total GM Automotive
         (GMA)                378   (3,041)       -    3,419
     Delphi                   286     (870)       -    1,156
     Hughes                   471        -        -      471
     Other                  3,861     (128)   4,269     (280)
                            -----    -----    -----    -----
       Total Automotive,
         Electronics and
         Other Operations   4,996   (4,039)   4,269    4,766

     GMAC                   1,301        -        -    1,301
     Other                     17        -        -       17
                            -----    -----   ------   ------
       Total Financing and
       Insurance Operations 1,318        -        -    1,318
                            -----    -----    -----    -----
     Consolidated net
       income              $6,314  $(4,039)  $4,269   $6,084
                            =====    =====    =====    =====

See footnotes beginning on page 19.

                                            continues

                                  - 14 -

     HIGHLIGHTS - Year Ended Adjusted for Competitiveness Studies, Hughes
     Transactions, and Other Adjustments By Sector
     (Dollars in Millions)

                                            Year Ended
                                         December 31, 1997
                              -------------------------------------
                                         (7)      (9)          (1)
                                        Other    Other      Adjusted
                               Sub-    Special   Adjust-     Income
                              Total     Items    ments       (loss)
                              ------   -------  -------     -------

     GMNA                     $2,297       $-     $(74)     $2,371
     GME                         471      158        -         313
     GMLAAM                      667        -        -         667
     GMAP                          1        -        3          (2)
     Other                       (17)       -        -         (17)
                               -----    -----    -----       -----
       Total GM Automotive
         (GMA)                 3,419      158      (71)      3,332
     Delphi                    1,156      (50)      71       1,135
     Hughes                      471      318        -         153
     Other                      (280)       -        -        (280)
                               -----    -----    -----       -----
       Total Automotive,
         Electronics and
         Other Operations      4,766      426        -       4,340

     GMAC                      1,301        -        -       1,301
     Other                        17        -        -          17
                               -----    -----    -----       -----
       Total Financing and
       Insurance Operations    1,318        -        -       1,318
                               -----    -----    -----       -----
     Consolidated net
       income                 $6,084     $426       $-      $5,658
                               =====    =====    =====       =====

     See footnotes beginning on page 19.

                                            continues

                                  - 15 -

     HIGHLIGHTS - Year Ended Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions,
     and Other Adjustments
     (Dollars in Millions)

                                          Year Ended
                                       December 31, 1998
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported
     --------
     Revenue                $94,201 $25,036  $7,403  $2,923  $28,479
                             ------  ------   -----   -----   ------
     Pre-tax income (loss)    2,353     740    (471)    (77)    (268)
     Income tax expense
       (benefit)                765     319    (213)     10     (152)
     Equity income (loss) and
       minority interests        13      (2)     83    (152)      66
                              -----   -----   -----   -----    -----
     Net income              $1,601    $419   $(175)  $(239)    $(50)
                              =====   =====   =====   =====    =====

     Net profit (loss)
       margin                   1.7%    1.7%   (2.4%)  (8.2%)   (0.2%)
     Effective income
       tax rate                32.5%   43.1%   45.2%  (13.0%)   56.7%

     Competitiveness Studies (5)
     -----------------------
     Revenue                     $-      $-      $-      $-       $-
                              -----   -----   -----   -----    -----
     Pre-tax income            (105)      -     (82)    (37)    (310)
     Income taxes               (40)      -     (31)      -     (118)
     Equity income and
       minority interests       (15)      -       -     (60)       -
                              -----   -----   -----   -----    -----
     Net income                $(80)     $-    $(51)   $(97)   $(192)
                              =====   =====   =====   =====    =====

     Special Items (7) and
     Other Adjustments (9)
     -----------------
     Revenue                     $-      $-      $-      $-       $-
                              -----   -----   -----   -----    -----
     Pre-tax income             (56)    (74)      -       5     (366)
     Income taxes               (22)    (30)      -       1     (138)
     Equity income and
       minority interests         -       -       -       -        -
                              -----   -----   -----   -----    -----
     Net income                $(34)   $(44)     $-      $4    $(228)
                              =====   =====   =====   =====    =====

     Adjusted (1)
     --------
     Revenue                $94,201 $25,036  $7,403  $2,923  $28,479
                             ------  ------   -----   -----   ------
     Pre-tax income (loss)    2,514     814    (389)    (45)     408
     Income tax expense
       (benefit)                827     349    (182)      9      104
     Equity income (loss) and
       minority interests        28      (2)     83     (92)      66
                              -----   -----   -----   -----    -----
     Net income (loss)       $1,715    $463   $(124)  $(146)    $370
                              =====   =====   =====   =====    =====

     Net profit (loss)
       margin                   1.8%    1.8%  (1.7%)   (5.0%)    1.3%
     Effective income
       tax rate                32.9%   42.9%  46.8%   (20.0%)   25.5%

      See footnotes beginning on page 19.
                                    continues

                                  - 16 -

     HIGHLIGHTS - Year Ended Automotive Operations and Delphi
     Adjusted for Competitiveness Studies, Hughes Transactions,
     and Other Adjustments
     (Dollars in Millions)

                                           Year Ended
                                       December 31, 1997
                             ----------------------------------------
                              GMNA     GME   GMLAAM    GMAP    Delphi
                             ------   -----  ------   ------   ------

     Reported (2)
     --------
     Revenue               $100,256 $24,106   $8,573 $2,980   $31,447
                            -------  ------   -----   -----    ------
     Pre-tax (loss) income     (408)    256     536    (231)      379
     Income tax (benefit)
       expense                 (357)    121      43     (28)      129
     Equity (loss) income and
       minority interests       (35)   (152)    174      34        36
                              -----   -----   -----   -----     -----
     Net (loss) income         $(86)   $(17)   $667   $(169)     $286
                              =====   =====   =====   =====     =====

     Net (loss) profit margin  (0.1%)  (0.1%)   7.8%   (5.7%)    0.9%
     Effective income
       tax rate                87.5%   47.3%    8.0%   12.1%    34.0%

     Competitiveness Studies (5)
     -----------------------
     Revenue                  $(450)     $-      $-     $(9)       $-
                              -----   -----   -----   -----     -----
     Pre-tax income          (3,708)   (848)      -    (174)   (1,362)
     Income taxes            (1,396)   (360)      -     (13)     (502)
     Equity income and
       minority interests       (71)      -       -      (9)      (10)
                              -----   -----   -----   -----     -----
     Net income             $(2,383)  $(488)     $-   $(170)    $(870)
                              =====   =====   =====   =====     =====

     Special Items (7)
     Other Adjustments (9)
     -----------------
     Revenue                     $-      $-      $-      $-        $-
                              -----   -----   -----   -----     -----
     Pre-tax income            (159)    216       -       4        75
     Income taxes               (85)     58       -       1        54
     Equity income and
       minority interests         -       -       -       -         -
                              -----   -----   -----   -----     -----
     Net income                $(74)   $158      $-      $3       $21
                              =====   =====   =====   =====     =====

     Adjusted (1)
     --------
     Revenue               $100,706 $24,106  $8,573  $2,989   $31,447
                            -------  ------   -----   -----    ------
     Pre-tax income (loss)    3,459     888     536     (61)    1,666
     Income tax expense
       (benefit)              1,124     423      43     (16)      577
     Equity income (loss) and
       minority interests        36    (152)    174      43        46
                              -----   -----   -----   -----     -----
     Net income (loss)       $2,371    $313    $667     $(2)   $1,135
                              =====   =====   =====   =====     =====

     Net profit (loss) margin   2.4%    1.3%   7.8%    (0.1%)    3.6%
     Effective income
       tax rate                32.5%   47.6%   8.0%    26.2%    34.6%

      See footnotes beginning on page 19.
                                    continues

                                  - 17 -

HIGHLIGHTS - Years Ended Operating Information

                                         Years Ended
                                         December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Worldwide Wholesale Sales (units in 000s)
       United States:   Cars           2,389        2,754
                        Trucks         2,051        2,177
                                      ------       ------
         Total United States           4,440        4,931
       Canada and Mexico                 631          618
                                      ------       ------
         Total GM North America        5,071        5,549
                                      ------       ------
       GME                             2,007        1,850
       GMLAAM                            652          785
       GMAP                              419          592
                                      ------       ------
         Total International           3,078        3,227
                                      ------       ------
             Total Worldwide           8,149        8,776
                                      ======       ======
     ....................................................
     Vehicle Unit Deliveries (units in 000s)
     United States
       Chevrolet - Cars                  876          981
                 - Trucks              1,551        1,504
       Pontiac                           536          609
       GMC                               468          468
       Buick                             398          438
       Oldsmobile                        330          305
       Saturn                            232          251
       Cadillac                          187          183
       Other                              31           27
                                      ------       ------
         Total United States           4,609        4,766
       Canada and Mexico                 603          594
                                      ------       ------
         Total GM North America        5,212        5,360
                                      ------       ------
       GME                             1,857        1,833
       GMLAAM                            653          746
       GMAP                              443          575
                                      ------       ------
         Total International           2,953        3,154
                                      ------       ------
             Total Worldwide           8,165        8,514
                                      ======       ======
     ....................................................
     Market Share
       United States
         Cars                           30.0%        32.4%
         Trucks                         27.6%        28.8%
           Total                        28.9%        30.8%
       Total North America              28.9%        30.8%
       Western Europe                   10.6%        11.3%
       Latin America                    20.2%        19.6%
       Asia and Pacific                  4.1%         4.3%
             Total Worldwide            15.7%        16.0%
     .....................................................
     U.S. Retail/Fleet Mix
       % Fleet sales - Cars             26.4%        25.5%
       % Fleet sales - Trucks           13.7%        13.0%
       Total vehicles                   20.5%        20.0%
     .....................................................
     Capacity Utilization %
     U.S. and Canada (2-shift rated)    83.5%        94.4%
     .....................................................
     GMNA
       Retail Incentives ($ per unit)  $1,439      $1,027
       Net Price (%)                     (1.2%)      (0.6%)
     .....................................................

     See footnotes beginning on page 19.
                                            continues
                                  - 18 -

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

                                          Year Ended
                                        December 31,
                                   ----------------------
                                        1998         1997
                                   ---------   ----------
     Depreciation and Amortization (10)
       Depreciation                   $4,501       $5,901
       Amortization of special tools   2,661        5,674
       Amortization of intangible
         assets                          119          228
                                      ------       ------
            Total                     $7,281      $11,803
                                      ======       ======
     ....................................................
     Worldwide Payrolls (2)          $26,516      $28,051
     ....................................................
     (1) Adjusted  amounts  represent  the reported  amounts less  the  effects 
         of  special   items  (including   Competitiveness   Studies),   Hughes
         Transactions and Other Adjustments.  Adjusted amounts for 1998 and 1997
         include the unfavorable effects of strike-related  work stoppages.  The
         unfavorable  after-tax  impacts of the work stoppages were $2.0 billion
         or $2.94 basic per share of $1-2/3 par value  common  stock in 1998 and
         $330  million  or  $0.45  basic  per  share in  1997.  The  unfavorable
         after-tax impacts for GMNA and Delphi were  approximately  $1.5 billion
         and  $450  million,  respectively,  in 1998 and  $240  million  and $90
         million, respectively in 1997.
     (2) Amounts  reported for 1997 have been adjusted to reflect the changes to
         GM's organizational  structure resulting from the Hughes  Transactions.
         As such,  Delphi  reported  amounts  include Delco and Hughes  reported
         amounts exclude Delco and Hughes Defense.
     (3) Data  relates to a period  prior to the date on which GM  recapitalized
         the  Class H  common  stock  as part of the  Hughes  Transactions("GM's
         Recapitalization Date").
     (4) Data relates to a period which is subsequent  to GM's  Recapitalization
         Date.
     (5) As a result  of GM's  continuing  automotive  competitiveness  studies,
         fourth  quarter  1998 results were  impacted by charges  totaling  $534
         million ($420 million  after-tax or $0.64 per share of $1-2/3 par value
         common stock).  These studies were  performed in conjunction  with GM's
         current  business  planning  cycle.  In the  fourth  quarter  1997,  GM
         recorded  pre-tax  charges  against income  totaling $6.4 billion ($4.0
         billion after-tax or $5.59 per share of $1-2/3 par value common stock).
     (6) The  third  quarter  1998  results  included  a  pre-tax  loss  of $430
         million($271 million after-tax,  or $0.41 basic per share of $1-2/3 par
         value common  stock)  related to the sale of the Delphi  seating,  coil
         spring  and  lighting  businesses.   The  second-quarter  1998  results
         included a pre-tax  charge of $74 million  ($44 million  after-tax,  or
         $0.07  basic per share of $1-2/3 par value  common  stock),  related to
         work schedule modifications at Opel Belgium.

                                    continues

                                  - 19 -

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

     (7) The  first-quarter   1997  results  included  a  pre-tax  gain  of  $88
         million,($55  million  after-taxes,  or $0.07 basic per share of $1-2/3
         par  value  common  stock),   that  resulted  from  an  agreement  with
         Volkswagen  A.G. (VW) settling a civil lawsuit which GM brought against
         VW. The  first-quarter  1997  results  were  negatively  impacted  by a
         pre-tax plant closing charge of $80 million,($50  million  after-taxes,
         or $0.07 basic per share of $1-2/3 par value common stock),  related to
         the announcement  that Delphi Interior and Lighting Systems would cease
         production at its Trenton,  N.J.,  plant during the 1998 calendar year.
         The  second-quarter  1997  results  included  a  pre-tax  gain  of $490
         million($318  million  after-taxes,  or $0.33 basic per share of $1-2/3
         par value common stock), that resulted from the merger of the satellite
         service   operations   of  Hughes   and   PanAmSat   Corporation.   The
         second-quarter  1997  results  also  included  a  pre-tax  gain of $128
         million ($103 million after-tax, or $0.14 basic per share of $1-2/3 par
         value common  stock),related to the sale of GM Europe's equity interest
         in Avis Europe.
     (8) On December 17,  1997,  GM completed  the  restructuring  of its Hughes
         Electronics subsidiary (Hughes Transactions),  which resulted in a gain
         of $4.3 billion or $5.91 per share of $1-2/3 par value common stock.
     (9) Results have been  adjusted for amounts  necessary to reflect  Delphi's
         financial  statements  on the same basis as contained in their Form S-1
         document filed with the Securities and Exchange  Commission  during the
         fourth quarter of 1998, in connection  with their  anticipated  initial
         public offering.
     (10)Amounts exclude  depreciation and amortization charges incurred by the
         financing and insurance operations.

                                                continues

                                  - 20 -

HIGHLIGHTS - List of Special Items by Quarter
Impact on Net Income
(Dollars in Millions)

                                     Quarter
List of special items               Ended             Fav/(Unfav)
-----------------------             -------           ----------

Competitiveness studies             12/31/98              $(420)

Sale of Delphi's seating, coil
 spring and lighting businesses      9/30/98               (271)

Opel Belgium work schedule
  modifications                      6/30/98                (44)
                                                          -----
Total special items for 1998                              $(735)
                                                          =====

                                     Quarter
List of special items               Ended             Fav/(Unfav)
-----------------------             -------           ----------

Competitiveness studies             12/31/97            $(4,039)

Gain from Hughes transactions       12/31/97              4,269

PanAmSat merger                      6/30/97                318

Sale of Avis Europe                  6/30/97                103

Volkswagen settlement                3/31/97                 55

Delphi - Trenton, NJ plant closing   3/31/97                (50)
                                                          -----
Total special items for 1997                               $656
                                                          =====

                               - 21 -

                  CONSOLIDATED STATEMENTS OF INCOME

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                               (Dollars in Millions)
AUTOMOTIVE, ELECTRONICS AND
  OTHER OPERATIONS
Manufactured products revenue               $40,747         $39,416
Other income                                    904           5,290
                                             ------          ------
  Total net sales and revenue                41,651          44,706
                                             ------          ------
Cost of sales and other operating charges,
  exclusive of items listed below            32,723          34,426
Selling, general, administrative and
  other expenses                              3,850           3,937
Depreciation and amortization expense         2,199           6,176
                                             ------          ------
  Total operating costs and expenses         38,772          44,539
                                             ------          ------
Other expenses                                  269             133
Interest expense                                278             298
Net (income) from transactions with
  Financing and Insurance Operations            (35)            (13)
                                             ------          ------
Income from continuing operations
  before income taxes and
  minority interests                          2,367            (251)
Income tax expense (benefit)                    782          (1,773)
Minority interest                                (2)             16
Earnings (losses) of nonconsolidated
  affiliates                                   (130)            (94)
                                             ------          ------
  Net income - Automotive, Electronics
    and Other Operations                     $1,453          $1,444
                                             ======          ======

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                               (Dollars in Millions)
FINANCING AND INSURANCE OPERATIONS
Financing and insurance revenues              $3,495        $3,199
Other income                                   1,220         1,086
                                              ------        ------
  Total revenues and other income              4,715         4,285
                                              ------        ------
Interest expense                               1,478         1,346
Depreciation and amortization                  1,290         1,244
Operating and other expenses                   1,047           796
Provisions for credit losses                     140           127
Insurance losses and loss adjustment
  expenses                                       253           295
                                              ------        ------
  Total costs and expenses                     4,208         3,808
                                              ------        ------
Net expense from transactions with
  Automotive                                      35            13
                                              ------        ------
Income before income taxes                       472           464
Income tax expense                               149           167
Minority interest                                 (4)           (4)
                                              ------        ------
  Net income - Financing and
    Insurance Operations                        $319          $293
                                              ======        ======

                               - 22 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                                 Quarter Ended
                                                  December 31,
                                               ------------------
                                               1998            1997
                                               ----            ----
                                              (Dollars in Millions)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products revenue                $40,747       $39,416
Financing and insurance revenues               3,495         3,199
Other income                                   2,124         6,376
                                              ------        ------
  Total net sales and revenue                 46,366        48,991
                                              ------        ------
Cost of sales and other operating charges,
  exclusive of items listed below             32,723        34,426
Selling, general, administrative and
  other expenses                               4,897         4,733
Depreciation and amortization expense          3,489         7,420
Interest expense                               1,756         1,644
Other expenses                                   662           555
                                              ------        ------
  Total costs and expenses                    43,527        48,778
                                              ------        ------
Income from continuing operations before
  income taxes
  and minority interests                       2,839           213
Income tax expense                               931        (1,606)
Minority interest                                 (6)           12
Earnings (losses) of nonconsolidated
  affiliates                                    (130)          (94)
                                              ------        ------
  Net income                                  $1,772        $1,737
                                              ------        ------
Premium on exchange of/tender offer for
  preference stocks                                -             -
Dividends on preference stocks                   (15)          (16)
                                              ------        ------
  Earnings on common stocks                   $1,757        $1,721
                                              ======        ======

                               - 23 -

                  CONSOLIDATED STATEMENTS OF INCOME

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                             (Dollars in Millions)

AUTOMOTIVE, ELECTRONICS AND
  OTHER OPERATIONS
Manufactured products revenue          $140,433  $153,683   $145,341
Other income                              2,598     8,084      2,849
                                        -------   -------    -------
  Total net sales and revenue           143,031   161,767    148,190
                                        -------   -------    -------
Cost of sales and other operating
  charges, exclusive of items
  listed below                          117,973   130,028    123,195
Selling, general, administrative
  and other expenses                     13,311    13,386     11,999
Depreciation and amortization expense     7,281    11,803      7,145
                                        -------   -------    -------
  Total operating costs and expenses    138,565   155,217    142,339
                                        -------   -------    -------
Other expenses                              782       241        792
Interest expense                          1,050       863        771
Net expense (income) from transactions
  with Financing and Insurance
  Operations                                 82      (101)      (125)
                                         ------    ------     ------
Income from continuing operations
  before income taxes and minority
  interests                               2,552     5,547      4,413
Income tax expense                          845       155        885
Minority interest                            11        66         56
(Losses) earnings of
  nonconsolidated affiliates               (184)      (78)       128
                                         ------    ------     ------
Income from continuing operations         1,534     5,380      3,712
Income from discontinued operations           -         -         10
                                         ------    ------    -------
  Net income - Automotive, Electronics
    and Other Operations                 $1,534    $5,380     $3,722
                                         ======    ======     ======

                               - 24 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                             (Dollars in Millions)

FINANCING AND INSURANCE OPERATIONS
Financing and insurance revenues        $13,585   $12,762    $12,674
Other income                              4,699     3,723      3,021
                                         ------    ------     ------
  Total revenues and other income        18,284    16,485     15,695
                                         ------    ------     ------
Interest expense                          5,843     5,250      4,924
Depreciation and amortization             4,920     4,813      4,695
Operating and other expenses              4,019     2,806      2,581
Provisions for credit losses                463       523        669
Insurance losses and loss
  adjustment expenses                     1,061       747        622
                                         ------    ------     ------
  Total costs and expenses               16,306    14,139     13,491
                                         ------    ------     ------
Net (income) expense from
  transactions with Automotive              (82)      101        125
                                         ------    ------     ------
Income before income taxes                2,060     2,245      2,079
Income tax expense                          618       914        838
Minority interest                           (20)      (13)         -
                                         ------    ------     ------
  Net income - Financing and
    Insurance Operations                 $1,422    $1,318     $1,241
                                         ======    ======     ======

                               - 25 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                            (Dollars in Millions
                                          Except Per Share Amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products revenue          $140,433  $153,683   $145,341
Financing and insurance revenues         13,585    12,762     12,674
Other income                              7,297    11,807      5,870
                                        -------   -------    -------
  Total net sales and revenue           161,315   178,252    163,885
                                        -------   -------    -------
Cost of sales and other operating
  charges, exclusive of items
  listed below                          117,973   130,028    123,195
Selling, general, administrative
  and other expenses                     17,330    16,192     14,580
Depreciation and amortization expense    12,201    16,616     11,840
Interest expense                          6,893     6,113      5,695
Other expenses                            2,306     1,511      2,083
                                        -------   -------    -------
  Total costs and expenses              156,703   170,460    157,393
                                        -------   -------    -------
Income from continuing operations
  before income taxes and
  minority interests                      4,612     7,792      6,492
Income tax expense                        1,463     1,069      1,723
Minority interest                            (9)       53         56
(Losses) earnings of nonconsolidated
  affiliates                               (184)      (78)       128
                                         ------    ------     ------
Income from continuing operations        $2,956    $6,698     $4,953
                                         ------    ------     ------
Income from discontinued operations           -         -         10
                                         ------    ------     ------
  Net income                             $2,956    $6,698     $4,963
                                         ------    ------     ------
Premium on exchange of/tender
  offer for preference stocks                 -        26          -
Dividends on preference stocks               63        72         81
                                         ------    ------     ------
  Earnings on common stocks              $2,893    $6,600     $4,882
                                         ======    ======     ======

                               - 26 -

            CONSOLIDATED STATEMENTS OF INCOME - Continued

                                          Years Ended December 31,
                                          -------------------------
                                          1998       1997      1996
                                          ----       ----      ----
                                            (Dollars in Millions
                                          Except Per Share Amounts)

Basic earnings per share
  attributable to common stocks
$1-2/3 par value common stock
  Continuing operations                   $4.26     $8.70      $6.07
   Discontinued operations                    -         -      (0.01)
                                           ----      ----       ----
   Earnings per share attributable
    to $1-2/3 par value                   $4.26     $8.70      $6.06
                                           ====      ====       ====
Income from discontinued operations
   attributable to Class E                 $  -      $  -      $0.04
                                           ====      ====       ====

Earnings per share attributable
   to Class H (prior to its
   recapitalization on
   December 17, 1997)                      $  -     $3.17      $2.88
                                           ====      ====       ====

Earnings per share attributable
   to Class H (subsequent to its
   recapitalization on
   December 17, 1997)                     $0.68     $0.02       $  -
                                           ====      ====       ====

Diluted earnings per share
   attributable to common stocks
$1-2/3 par value common stock
   Continuing operations                  $4.18     $8.62      $6.03
   Discontinued operations                    -         -      (0.01)
                                           ----      ----       ----
    Earnings per share attributable
      to $1-2/3 par value                 $4.18     $8.62      $6.02
                                           ====      ====       ====
Income from discontinued operations
   attributable to Class E                 $  -      $  -      $0.04
                                           ====      ====       ====
Earnings per share attributable
   to Class H (prior to its
   recapitalization on
   December 17, 1997)                      $  -     $3.17      $2.88
                                           ====      ====       ====
Earnings per share attributable
   to Class H (subsequent to its
   recapitalization on
   December 17, 1997)                     $0.68     $0.02       $  -
                                           ====      ====       ====

                                 * * * * * *

                                    - 27 -

                        HUGHES 1998 RESULTS PROPELLED BY
                        RECORD DIRECTV SUBSCRIBER GROWTH

      El Segundo, Calif., January 20, 1999--Hughes Electronics Corporation today
reported its fourth quarter and full-year 1998 financial results.

      "Our revenues increased 16.3% for 1998," said Michael T. Smith, Hughes
chairman and chief executive officer. "And, excluding one-time items,
earnings increased 50.5%."

      Revenues for 1998 were $5,963.9  million compared with $5,128.3 million in
1997.  Smith  stated  that  each  of  Hughes'  four  primary  business  segments
contributed to the revenue growth, with the DIRECTV(R) businesses generating the
majority of the increase.

      "Our U.S.  DIRECTV  business  achieved  its best year ever for  subscriber
growth,  contributing to a 42% increase in 1998 revenues for the  direct-to-home
broadcast segment," Smith said.  "Additionally,  Hughes Space and Communications
Company (HSC) posted another year of double-digit  growth in satellite sales, we
completed the  integration  of PanAmSat  following  our 1997 merger,  and Hughes
Network  Systems  (HNS) grew  revenues  with a  four-fold  increase  in sales of
DIRECTV receiver  equipment.  In fact,  those increased  equipment sales were an
important factor in DIRECTV's ability to achieve its record  subscriber  numbers
in the United States."

      Earnings(1)  for  1998,  excluding  one-time  items,  increased  to $165.9
million compared with $110.2 million in 1997, resulting in earnings per share on
the same basis for the full year of $0.41 per share  versus  pro forma  earnings
per share(2) of $0.28 in 1997.

      "DIRECTV, HSC and PanAmSat all contributed to this earnings growth," Smith
said,  noting that  additional  earnings were  attributable  to higher  interest
income and lower interest expense, which more than offset lower HNS earnings and
the impact from Hughes' minority share of DIRECTV Japan(TM) start-up losses.

      Earnings in 1998 were $271.7 million ($0.68 per share)  compared with last
year's $470.7 million ($1.18 per share on a pro forma basis) in 1997.

      "The change in our year-over-year  earnings is largely attributable to the
one-time  after-tax gain of $318.3 million ($0.80 per share) we reported in 1997
arising from the PanAmSat merger," Smith explained.

      One-time items included in the 1998 results were a favorable adjustment to
the income tax  provision  in the fourth  quarter of $115.0  million  ($0.29 per
share),  which resulted from a tax settlement with the Internal  Revenue Service
(IRS), and a $9.2 million  after-tax charge ($0.02 per share) for the cumulative
effect of an accounting  change mandated by the American  Institute of Certified
Public Accountants for the write-off of previously capitalized start-up costs.

      Additional  one-time  items  included  in the  1997  results  were a $62.8
million  after-tax gain ($0.16 per share)  related to the sale of  Hughes-Avicom
International,  and a $20.6 million  after-tax  extraordinary  charge ($0.05 per
share)  associated  with  PanAmSat's  tender offer to retire its high-yield debt
securities.

      Operating  profit(1) in  1998  was  $270.1  million compared  with $306.4 
million last year.  Full-year  1998  operating  profit margin on the same basis
was 4.5% versus 6.0% in 1997.  Smith said the lower 1998 operating  profit  and
margin were principally  a result of lower sales of wireless  telephone  systems
and  private  business   networks  in the  Asia  Pacific  region,  as  well  as 
provisions   for  estimated  losses at  HNS   associated   with   uncollectible 
amounts  from certain wireless customers.

                                       - 28 -

                         Fourth Quarter Financial Review

      Revenues  for  the  fourth  quarter  increased  5.7% to  $1,790.6  million
compared  with  $1,694.6  million for the same  period in 1997.  This growth was
primarily the result of record DIRECTV U.S.  subscriber  growth and higher sales
of commercial satellites.

      Fourth quarter operating profit(1) was $40.8 million versus $91.8 million 
in 1997.  The majority of the decline  was due to losses  in HNS'  international
wireless  telephone  business,  which  are  attributable  to lower  sales  and a
provision for uncollectible  amounts from a customer in the Asia Pacific region.
Also  contributing  to the operating  profit  decline in the fourth quarter were
higher operating losses associated with DIRECTV in Latin America,  and increased
operating  costs  related to PanAmSat's  satellite  fleet  expansion.  Operating
profit margin,  on the same basis, was 2.3% in the quarter compared with 5.4% in
1997.  The  decline  in  operating  profit  margin was also  impacted  by higher
development costs for HSC's geostationary mobile telephony product line.

Earnings(1) in  the fourth quarter of  1998 were $128.2 million  compared  with
$70.0 million last year.  Earnings per share on the same basis were $0.32 in the
quarter  versus  pro  forma  earnings  per  share(2) of $0.18 in 1997. Excluding
one-time items,  earnings were $13.2 million compared with $27.8 million in last
year's  fourth  quarter,  resulting in earnings per share of $0.03 in the period
versus $0.07 in 1997.

      The 1998 fourth quarter one-time item was the favorable  adjustment to the
income tax provision ($115.0 million,  $0.29 per share),  which resulted from an
IRS tax  settlement.  One-time items included in the 1997 fourth quarter results
were the  after-tax  gain  related  to the sale of  Hughes-Avicom  International
($62.8 million, $0.16 per share) and the after-tax  extraordinary charge related
to  PanAmSat's  tender offer to retire its  high-yield  debt  securities  ($20.6
million, $0.05 per share).

      The decline in earnings and earnings per share was principally a result of
the quarter's  lower operating  profit,  as well as higher losses related to the
first full year of service  for DIRECTV  Japan,  a 32%  Hughes-owned  affiliate.
These  reductions to earnings more than offset the  improvements  resulting from
increased interest income and lower interest expense.

                            SEGMENT FINANCIAL REVIEW
                        FULL YEAR AND FOURTH QUARTER 1998

                            Direct-To-Home Broadcast

Full Year 1998.  Revenues for the full year rose 42.2% to $1,816.1  million from
$1,276.9  million in 1997.  The  increase  was driven by record U.S.  subscriber
growth,  strong average monthly revenue per subscriber and low subscriber  churn
rates. As a result of DIRECTV's  best-ever year of 1,157,000 net new subscribers
in the United States,  domestic DIRECTV revenues rose 45% to $1,604 million. The
company's Latin American DIRECTV subsidiary, Galaxy Latin America(TM) (GLA(TM)),
with 184,000 net new subscribers in 1998, more than doubled its revenues in 1998
to $141 million.

      Operating  loss  in 1998  improved  to  $228.1  million  compared  with an
operating loss of $254.6 million in 1997.  This was principally due to continued
strong  subscriber  growth,  and the  resulting  lower  operating  loss,  in the
domestic  DIRECTV  business--which  more than offset higher GLA operating losses
attributable to increased sales and marketing  expenditures.  The full-year 1998
operating loss for domestic  DIRECTV was $100 million compared with $137 million
in 1997.  GLA's  operating  loss was $126 million in 1998 versus $116 million in
1997.

                                    - 29 -
Fourth Quarter 1998.  Fourth quarter revenues  increased 36.5% to $567.6 million
from $415.9 million in the fourth  quarter of 1997.  The increase  resulted from
continued strong  subscriber  growth and average monthly revenue per subscriber,
as well as low subscriber churn rates.  Domestic  DIRECTV  propelled this growth
with quarterly  revenues of $476 million, a 44% increase over last year's fourth
quarter revenues of $330 million. With 400,000 net new subscribers in the fourth
quarter,  total DIRECTV subscribers grew to 4,458,000 in the United States as of
December 31, 1998. GLA had fourth quarter  revenues of $41 million compared with
$28  million in 1997.  With the  addition of 61,000 net new  subscribers  in the
fourth  quarter,  total DIRECTV  subscribers in Latin America were 484,000 as of
December 31, 1998. In addition, DIRECTV Japan had a total of 231,000 subscribers
by the end of 1998.

      The  segment  operating  loss in the  fourth  quarter  was  $94.5  million
compared with an operating  loss of $95.9 million in the fourth quarter of 1997.
Continued  strong  subscriber  growth  resulted  in lower  fourth  quarter  1998
operating losses for the domestic DIRECTV business ($53 million in 1998 compared
with $62  million  last year).  These were  offset by higher GLA fourth  quarter
operating  losses ($42  million in 1998  compared  with $27 million  last year),
which were primarily due to the increased cost of the new higher capacity Galaxy
VIII-I  satellite,  which was  deployed in spring of 1998,  as well as increased
subscriber acquisition costs.

                               Satellite Services

Full Year  1998.  Full-year  1998  revenues  increased  21.8% to $767.3  million
compared with $629.9  million in 1997. The increase was primarily due to the May
1997  PanAmSat  merger  and  increased  operating  lease  revenues,  which  were
partially offset by a decrease in sales and sales-type lease revenues.

      As a result of this revenue growth,  operating profit in 1998 rose 8.6% to
$321.6 million versus $296.2 million last year.  Operating profit margin for the
year  declined  to 41.9% from 47.0% in 1997,  principally  due to a full year of
goodwill amortization associated with the PanAmSat merger.

Fourth Quarter 1998. PanAmSat's fourth quarter 1998 revenues were $196.7 million
compared  with  $197.9  million in the prior year.  This  slight  change was due
primarily  to lower  revenues on the PAS-6  satellite  due to its  reduction  in
usable  capacity,  which was partially  offset by revenues  associated  with new
service agreements, particularly in data and Internet-related services.

      PanAmSat's  operating profit in the quarter was $82.4 million versus $93.3
million  in 1997.  Operating  profit  margin  in the  fourth  quarter  was 41.9%
compared  with 47.1% one year ago. The decrease was  primarily  attributable  to
increased operating costs associated with the expansion of PanAmSat's  worldwide
operations.

                                Satellite Systems

Full Year 1998.  For the full year,  revenues  were  $2,831.1  million,  a 13.6%
increase over 1997 revenues of $2,491.9  million.  The increase was  principally
due to  higher  commercial  satellite  sales  to  customers  such as ICO  Global
Communications, PanAmSat, Thuraya Satellite Telecommunications Company and
Orion Asia Pacific Corporation.

      Driven by this revenue growth,  operating profit in 1998 increased 8.8% to
$246.3 million  compared with $226.3 million last year.  Operating profit margin
declined to 8.7% from 9.1% last year primarily due to higher  development  costs
for the geostationary mobile telephony and HS 702 satellite product lines.

Fourth Quarter 1998. For the fourth quarter of 1998, revenues increased 13.4% to
$843.1  million from revenues of $743.8 million for the same period in 1997. The
increase was principally due to higher  commercial  satellite sales to customers
such as ICO Global  Communications,  PanAmSat,  DIRECTV  and  Thuraya  Satellite
Telecommunications Company.

      Operating  profit in the quarter  was $67.4  million  compared  with $66.6
million in the prior year.  Operating  profit margin in the quarter  declined to
8.0% versus 9.0% last year. The decline in operating profit margin was primarily
due to higher  development costs related to the  geostationary  mobile telephony
and HS 702 satellite product lines.
                                       - 30 -

                                 Network Systems

Full Year  1998.  Full-year  revenues  for  Hughes  Network  Systems  (HNS) were
$1,076.7  million  compared with $1,011.3  million in 1997. This improvement was
driven primarily by the increase in sales of DIRECTV receiver  equipment,  which
more than offset lower  international  sales of wireless  telephone  systems and
private business networks, primarily in the Asia Pacific region.

      HNS operating  profit in 1998 was $10.9 million  versus $74.1 million last
year. Operating profit margin declined to 1.0% from 7.3% in 1997. The decline in
operating   profit  and  operating   profit  margin  was  mostly  due  to  lower
international sales of wireless telephone systems and private business networks,
and provisions for estimated  losses related to  uncollectible  amounts due from
certain wireless customers.

Fourth  Quarter  1998.  Fourth  quarter  revenues  for HNS were  $402.6  million
compared with $401.9  million in the same period last year.  Increased  sales of
DIRECTV receiver equipment offset the impact from lower  international  sales of
wireless telephone systems, predominantly in the Asia Pacific region.

      HNS operating  profit in the quarter was $31.1 million compared with $68.0
million in the fourth quarter of 1997.  Operating profit margin declined to 7.7%
compared  with 16.9% last year.  The decline in operating  profit and margin was
principally  a result of lower  international  sales of  wireless  systems and a
provision for uncollectible amounts due from a wireless telephony customer.

                                  BALANCE SHEET

      The cash  balance of  $1,342.1  million at  December  31,  1998,  declined
$1,441.7  million from December 31, 1997. This variance  consisted  primarily of
two items:  an additional  investment of $851.4 million in PanAmSat in May 1998,
which increased Hughes' ownership from 71.5% to 81.0%, and a $204.7 million cash
payment  to General  Motors  (GM) in  connection  with the  finalization  of the
purchase price adjustment amount related to the transfer of Delco Electronics to
GM in December 1997 as part of the Hughes  Transactions (the Hughes Transactions
also included the spin-off and subsequent merger of Hughes Defense with Raytheon
Company).

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

                                    # # #

----------------------
(1)Excludes the effects of purchase  accounting  adjustments  related to General
Motors'  (GM)  acquisition  of Hughes in 1985.  
(2)1997  earnings  per share are presented on a pro forma basis.  Historically, 
such   earnings  per  share  amounts  were  calculated  based on the  financial 
performance  of former  Hughes,  which consisted   of   the   defense   
electronics,    automotive   electronics,   and telecommunications and space
businesses. Since these financial statements relate only to the 
telecommunications  and space businesses of former Hughes,  the pro forma  
presentation  is used to present the  earnings  per share that would have
been  achieved  relative to the GM Class H common  stock had it been  calculated
based upon only such telecommunications and space businesses.

                                    - 31 -

STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
                                                             Year Ended
                                    Fourth Quarter          December 31,
                                   1998        1997        1998        1997
---------------------------------------------------------------------------
Revenues
Product sales                   $1,032.8    $1,017.7    $3,360.3    $3,143.6
Direct broadcast, leasing and
   other services                  757.8       676.9     2,603.6     1,984.7
----------------------------------------------------------------------------
   Total Revenues                1,790.6     1,694.6     5,963.9     5,128.3
----------------------------------------------------------------------------
Operating Costs and Expenses
Cost of products sold              844.9       781.9     2,627.3     2,493.3
Broadcast programming and
   other costs                     375.5       313.9     1,175.7       912.3
Selling, general, and
   administrative expenses         404.8       405.9     1,457.0     1,119.9
Depreciation and amortization      124.6       101.1       433.8       296.4
Amortization of GM purchase
   accounting adjustments (1)        5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
   Total Operating Costs and
      Expenses                   1,754.9     1,607.9     5,714.8     4,842.9
----------------------------------------------------------------------------
Operating Profit                    35.7        86.7       249.1       285.4
Interest income                     23.7        15.0       112.3        33.1
Interest expense                    (8.0)      (32.9)      (17.5)      (91.0)
Other, net                         (50.3)      (61.9)     (153.1)      390.7
----------------------------------------------------------------------------
Income from Continuing Operations
   Before Income Taxes, Minority
   Interests, Extraordinary Item
   and Cumulative Effect of
   Accounting Change                 1.1         6.9       190.8       618.2
Income taxes                      (116.8)       (7.8)      (44.7)      236.7
Minority interests in net
   losses of subsidiaries            5.2         8.0        24.4        24.8
----------------------------------------------------------------------------
Income from continuing operations  123.1        22.7       259.9       406.3
Income from discontinued operations,
   net of taxes                      -           -           -           1.2
Gain on sale of discontinued
   operations, net of taxes          -          62.8         -          62.8
----------------------------------------------------------------------------
Income before extraordinary item
   and cumulative effect of
   accounting change               123.1        85.5       259.9       470.3
Extraordinary item, net of taxes     -         (20.6)        -         (20.6)
Cumulative effect of accounting
   change, net of taxes (3)          -           -          (9.2)        -
----------------------------------------------------------------------------
Net Income                         123.1        64.9       250.7       449.7
Adjustments to exclude the effect
   of GM purchase accounting
   adjustments (1)                   5.1         5.1        21.0        21.0
----------------------------------------------------------------------------
Net Earnings Used for Computation
   of Available Separate
   Consolidated Net Income        $128.2       $70.0      $271.7      $470.7
============================================================================
Available Separate Consolidated
   Net Income (2)                  $33.9       $18.0       $71.5      $119.4
============================================================================
Net Earnings Attributable to
   General Motors Class H
   Common Stock on a Per Share
   Basis (2)                       $0.32       $0.18       $0.68       $1.18
============================================================================

(1)Relates to General Motors' purchase of Hughes in 1985.
(2)1997 amounts are presented on a pro forma basis.  Historically,  such amounts
   were calculated  based on the financial  performance of former Hughes,  which
   consisted   of  the   defense   electronics,   automotive   electronics   and
   telecommunications  and space  businesses.  Since these financial  statements
   relate only to the  telecommunications and space businesses of former Hughes,
   the pro forma  presentation  is used to present the  results  that would have
   been  achieved  relative to the GM Class H common  stock had the results been
   calculated based only upon such telecommunications and space businesses.
(3)Although Hughes adopted  Statement of Position (SOP) 98-5,  "Reporting on the
   Costs of Start-Up Activities" in the fourth quarter of 1998, the SOP requires
   restatement of Hughes' interim period results as if the SOP was adopted as of
   the beginning of the year. Accordingly, net income and earnings per share for
   the first  quarter of 1998 have been  restated to reflect  reductions of $9.2
   million and $0.02, respectively.  The impact on the second and third quarters
   of 1998 were not significant.

                                     - 32 -

BALANCE SHEET
(Dollars in Millions)
                                                 December 31,    December 31,
ASSETS                                               1998           1997
-----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents                          $1,342.1         $2,783.8
Accounts and notes receivable                         922.4            630.0
Contracts in process                                  783.5            575.6
Inventories                                           471.5            486.4
Prepaid expenses, deferred income taxes and other     326.9            297.3
----------------------------------------------------------------------------

Total Current Assets                                3,846.4          4,773.1
Satellites - Net                                    3,197.5          2,643.4
Property - Net                                      1,059.2            889.7
Net Investment in Sales-type Leases                   173.4            337.6
Intangible Assets - Net                             3,552.2          2,954.8
Investments and Other Assets                        1,606.3          1,132.4
----------------------------------------------------------------------------

Total Assets                                      $13,435.0        $12,731.0
============================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable                                     $764.1           $472.8
Advances on contracts                                 291.8            209.8
Deferred revenues                                      43.8             77.8
Notes payable and current portion of long-term debt   156.1               -
Accrued liabilities                                   753.7            689.4
----------------------------------------------------------------------------

Total Current Liabilities                           2,009.5          1,449.8
Long-Term Debt                                        778.7            637.6
Deferred Gains on Sales and Leasebacks                121.5            191.9
Accrued Operating Leaseback Expense                    56.0            100.2
Postretirement Benefits Other Than Pensions           150.7            154.8
Other Liabilities and Deferred Credits                811.1            706.4
Deferred Income Taxes                                 643.9            570.8
Minority Interests                                    481.7            607.8
Stockholder's Equity                                8,381.9          8,311.7
----------------------------------------------------------------------------

Total Liabilities and Stockholder's Equity        $13,435.0        $12,731.0
============================================================================

Certain  1997  amounts  have  been   reclassified   to  conform  with  the  1998
presentation.

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).

                                     - 33 -
STATEMENT OF CASH FLOWS
(Dollars in Millions)
                                                     Years Ended December 31,
                                                     ------------------------
                                                      1998             1997
----------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income                                           $250.7           $449.7
Adjustments to reconcile net income to net
   cash provided by continuing operations
   Income from discontinued operations                  -               (1.2)
   Gain on sale of discontinued operations              -              (62.8)
   Extraordinary item, net of taxes                     -               20.6
   Cumulative effect of accounting change,
     net of taxes                                       9.2              -
   Depreciation and amortization                      433.8            296.4
   Amortization of GM purchase accounting
      adjustments related to Hughes                    21.0             21.0
   Net gain on sale of investments and
      businesses sold                                 (13.7)          (489.7)
   Gross profit on sales-type leases                    -              (33.6)
   Deferred income taxes and other                    153.2            285.5
   Change in other operating assets and liabilities
      Accounts and notes receivable                   (97.5)          (195.2)
      Contracts in process                           (230.9)          (174.2)
      Inventories                                      20.2            (60.7)
      Collections of principal on net
        investment in sales-type leases                40.6             22.0
      Accounts payable                                277.3           (184.1)
      Advances on contracts                            82.0            (95.6)
      Deferred revenues                               (34.0)           (65.0)
      Accrued liabilities                              66.8            217.8
      Deferred gains on sales and leasebacks          (36.2)           (42.9)
      Other                                           (67.3)          (102.5)
-----------------------------------------------------------------------------
      Net Cash Provided by Continuing Operations      875.2             10.5
      Net Cash Used by Discontinued Operations          -              (15.9)
-----------------------------------------------------------------------------
      Net Cash Provided by (Used in) Operating
        Activities                                    875.2             (5.4)
-----------------------------------------------------------------------------
Cash Flows from Investing Activities
Investment in companies, net of cash acquired      (1,240.3)        (1,798.8)
Expenditures for property                            (343.6)          (251.3)
Increase in satellites                               (945.2)          (633.5)
Proceeds from sale of long-term investments             -              242.0
Early buy-out of satellite under sale and leaseback  (155.5)             -
Proceeds from sale of discontinued operations            -             155.0
Proceeds from disposal of property                     20.0             55.1
Proceeds from disposal of investments                  12.4              -
Proceeds from insurance claims                        398.9              -
-----------------------------------------------------------------------------
      Net Cash Used in Investing Activities        (2,253.3)        (2,231.5)
-----------------------------------------------------------------------------
Cash Flows from Financing Activities
Long-term debt borrowings                           1,165.2          2,383.3
Repayment of long-term debt                        (1,024.1)        (2,851.9)
Premium paid to retire debt                             -              (34.4)
Contributions from Parent Company                       -            1,124.2
Payment to General Motors for Delco post-closing
   price adjustment                                  (204.7)             -
Capital proceeds resulting from Hughes transactions     -            4,392.8
----------------------------------------------------------------------------
      Net Cash (Used in) Provided by
        Financing Activities                          (63.6)         5,014.0
----------------------------------------------------------------------------
Net  (decrease) increase in cash and
   cash equivalents                                (1,441.7)         2,777.1
Cash and cash equivalents at beginning of the year  2,783.8              6.7
----------------------------------------------------------------------------
Cash and cash equivalents at end of the year       $1,342.1         $2,783.8
============================================================================

Certain  1997  amounts  have  been   reclassified   to  conform  with  the  1998
presentation.
                                     - 34 -

PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
                                                            Year  Ended
                                     Fourth Quarter         December 31,
                                   -----------------     ----------------
                                   1998        1997      1998        1997
-------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues                    $567.6      $415.9  $1,816.1    $1,276.9
Operating Loss                    $(94.5)     $(95.9)  $(228.1)    $(254.6)
Depreciation and Amortization      $25.1       $23.6    $102.3       $86.1
Capital Expenditures (1)          $100.7       $51.4    $230.8      $105.6
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues                    $196.7      $197.9    $767.3      $629.9
Operating Profit                   $82.4       $93.3    $321.6      $296.2
Operating Profit Margin             41.9%       47.1%     41.9%       47.0%
Depreciation and Amortization      $61.9       $50.0    $231.7      $141.9
Capital Expenditures (2)          $316.7       $82.0    $921.7      $625.7
--------------------------------------------------------------------------
SATELLITE SYSTEMS
Total Revenues                    $843.1      $743.8  $2,831.1    $2,491.9
Operating Profit                   $67.4       $66.6    $246.3      $226.3
Operating Profit Margin              8.0%        9.0%      8.7%        9.1%
Depreciation and Amortization      $14.1       $11.7     $49.2       $39.4
Capital Expenditures               $49.2       $45.7     $99.7      $113.9
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues                    $402.6      $401.9  $1,076.7    $1,011.3
Operating Profit                   $31.1       $68.0     $10.9       $74.1
Operating Profit Margin              7.7%       16.9%      1.0%        7.3%
Depreciation and Amortization      $11.9       $10.3     $41.7       $32.0
Capital Expenditures               $13.6       $10.1     $40.0       $43.1
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues                   $(219.4)     $(64.9)  $(527.3)    $(281.7)
Operating (Loss)                  $(45.6)     $(40.2)   $(80.6)     $(35.6)
Depreciation and Amortization      $11.6        $5.5      $8.9       $(3.0)
Capital Expenditures               $21.8       $85.9    $136.3      $(61.7)
---------------------------------------------------------------------------
CONSOLIDATED TOTAL
Total Revenues                  $1,790.6    $1,694.6  $5,963.9    $5,128.3
Operating Profit                   $40.8       $91.8    $270.1      $306.4
Depreciation and Amortization     $124.6      $101.1    $433.8      $296.4
Capital Expenditures              $502.0      $275.1  $1,428.5      $826.6
==========================================================================

*   The Financial Statements reflect the application of purchase accounting
    adjustments related to GM's acquisition of Hughes.  However, as provided
    in the General Motors' Restated Certificate of Incorporation, the
    earnings attributable to GM Class H common stock for purposes of
    determining the amount available for the payment of dividends on GM Class
    H common stock specifically excludes such adjustments.  In order to
    provide additional analytical data, the above unaudited pro forma
    selected segment data, which exclude the purchase accounting adjustments
    related to GM's acquisition of Hughes, are presented.
(1)Includes  expenditures  related to satellites  amounting to $32.2 million and
   $70.2 million in the fourth quarter and twelve month period of 1998.
(2)Includes  expenditures  related to  satellites  amounting to $304.1  million,
   $78.8 million, $726.3 million and $606.1 million, respectively. Also included
   in the year ended December 31, 1998 amount is $155.5  million  related to the
   early buy-out of satellite sale-leasebacks.

                                     - 35 -

                        GMAC ANNOUNCES YEAR-END EARNINGS

DETROIT  --  GMAC  (General  Motors   Acceptance   Corporation)   reported  1998
consolidated net income of $1,325 million,  up 2% from the $1,301 million earned
in 1997, GMAC President John D. Finnegan  announced  today.  These earnings were
the highest  recorded by GMAC since 1991 and  represent  the fourth  consecutive
year of increased earnings.

      In 1998,  net income from  automotive  financing  operations  totaled $984
million, up 8% from the $910 million earned in 1997. Earnings were higher due to
retail asset  growth,  reduced  credit losses and a lower  effective  income tax
rate,  partially offset by lower net interest margins and lower wholesale volume
(due to the midsummer General Motors strike).

      GMAC  Insurance Holdings Inc. generated net income of $226 million in
1998, up slightly from $224 million earned last year.

      GMAC  Mortgage  Group Inc.  generated  net income of $115 million in 1998,
down from $167 million  earned in 1997.  Earnings were lower largely  reflecting
reduced mortgage asset values due to higher prepayment levels.

      Fourth quarter GMAC 1998 results totaled $298 million, up 7% from the $279
million  earned in the final quarter of 1997.  For the quarter,  net income from
automotive  financing  operations totaled $200 million,  up 8% from $186 million
earned a year ago. GMAC Insurance's earnings for the fourth quarter 1998 totaled
$38  million,  compared to $54 million  earned in the same quarter one year ago.
GMAC Mortgage Group earnings were $60 million, up 52% from one year ago.

                                     - 36 -

                                    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    January 20, 1999
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                      - 37 -