As filed with the Securities and Exchange Commission on April 16, 1999.
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004
                          --------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          --------------------------

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

       STATE OF DELAWARE                               38-0572515
-------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

  100 Renaissance Center, Detroit, Michigan            48265-1000
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                 THE GENERAL MOTORS PERSONAL SAVINGS PLAN FOR
                  HOURLY-RATE EMPLOYEES IN THE UNITED STATES
             ----------------------------------------------------
                            (Full title of the plan)

                   PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              100 Renaissance Center, Detroit, Michigan 48265-1000
                                (313) 556-5000
           --------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                                 GENERAL MOTORS
                         CALCULATION OF REGISTRATION FEE
   ========================================================================
                                    Proposed     Proposed
                                     maximum      maximum
                        Amount      offering     aggregate      Amount of
Title of securities     to be       price per    offering      registration
  to be registered     registered      share*       price*         fee
    ------------------ -------------- --------- ------------ ------------
Common Stock,
  $1-2/3 par value...  7,000,000 shares $86.41  $604,843,750   $168,146.56

Class H Common Stock,
  $0.10 par value....  2,000,000 shares $54.19  $108,375,000    $30,128.25
 .................................................  .............----------
                                                      Total    $198,274.81
 ................................................................==========

Interests in the General
  Motors Personal Savings
  Plan for Hourly-Rate
  Employees in the
  United States**

   ========================================================================
 *Estimated solely for the purpose of determining the registration fee.
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration  statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan herein.



<PAGE>



                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The  Current  Report on Form 8-K dated  April  12,  1999,  filed by
General  Motors  Corporation  (hereinafter  sometimes  referred  to as  "General
Motors"  or the  "Corporation")  pursuant  to  Section  13(a) of the  Securities
Exchange Act of 1934, (hereinafter referred to as the "1934 Act");

         (b)(1) The Annual  Report on Form 10-K for the year ended  December 31,
1998,  (hereinafter  referred  to  as  the  "1998  Form  10-K"),  filed  by  the
Corporation with the Securities and Exchange Commission (hereinafter referred to
as the "Commission")  pursuant to Section 13(a) of the 1934 Act, except for Item
6, Item 8, Item  14(a)2,  and Item 14  Exhibit  12, and (2) the  General  Motors
Personal   Savings  Plan  for   Hourly-Rate   Employees  in  the  United  States
(hereinafter  sometimes  referred to as the "Plan"),  Annual Report on Form 11-K
for the year ended December 31, 1997 (hereinafter  referred to as the "1997 Form
11-K"), filed pursuant to Section 15(d) of the 1934 Act;

         (c) The Current Reports on Form 8-K dated January 14, 1999, January 20,
1999,  January 22, 1999 (2), January 27, 1999, April 5, 1999, April 9, 1999, and
April 14, 1999 filed by the  Corporation  pursuant to Section  13(a) of the 1934
Act; and

         (d) the  description of General  Motors common stock,  $1-2/3 par value
(hereinafter referred to as "$1-2/3 par value common stock"), and General Motors
Class H common  stock,  $0.10 par  value  (hereinafter  referred  to as "Class H
common  stock"),  contained in Article Fourth of the General Motors  Corporation
Restated Certificate of Incorporation,  as amended  (hereinafter  referred to as
the  "Restated  Certificate  of  Incorporation"),  filed as Exhibit  3(i) to the
Corporation's  Current Report on Form 8-K dated June 8, 1998,  filed pursuant to
Section 13 of the 1934 Act.

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this registration  statement and to be a part
thereof from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel.

         The  legality of the $1-2/3 par value  common  stock and Class H common
stock offered hereby have been passed upon by Martin I. Darvick, Attorney, Legal
Staff of the  Corporation.  Mr.  Darvick  owns shares of $1-2/3 par value common
stock and Class H common stock and has options to purchase  additional shares of
$1-2/3 par value common stock.














                                      II-1


<PAGE>



                               PART II (continued)

Item 6.  Indemnification of Directors and Officers.

         Under Section 145 of the Delaware  Corporation  Law, the Corporation is
empowered to indemnify its directors and officers in the  circumstances  therein
provided.

         The Corporation's  Restated  Certificate of Incorporation,  as amended,
provides that no director shall be personally  liable to the  Corporation or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174, or any successor  provision  thereto,  of the Delaware  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.

         Under Article V of its By-Laws,  the  Corporation  shall  indemnify and
advance  expenses to every  director  and officer (and to such  person's  heirs,
executors,  administrators or other legal  representatives) in the manner and to
the full extent  permitted  by  applicable  law as it presently  exists,  or may
hereafter be amended,  against any and all amounts (including judgments,  fines,
payments in settlement,  attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in  connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is  threatened  to be made a party or is otherwise  involved by reason of the
fact that such person is or was a director or officer of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee,  fiduciary  or  member of any other  corporation,  partnership,  joint
venture, trust,  organization or other enterprise.  The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the  proceeding  was not  authorized  by the Board of Directors of the
Corporation.  The  Corporation  shall pay the expenses of directors and officers
incurred  in  defending  any  proceeding  in  advance  of its final  disposition
("advancement  of expenses");  provided,  however,  that the payment of expenses
incurred  by a director  or officer in advance of the final  disposition  of the
proceeding  shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under Article V of the
By-Laws or otherwise.  If a claim for indemnification or advancement of expenses
by an officer or  director  under  Article V of the  By-Laws is not paid in full
within  ninety  days after a written  claim  therefor  has been  received by the
Corporation,  the  claimant  may file suit to recover the unpaid  amount of such
claim and, if successful  in whole or in part,  shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the  burden of proving  that the  claimant  was not  entitled  to the  requested
indemnification  or  advancement of expenses  under  applicable  law. The rights
conferred  on any person by Article V of the By-Laws  shall not be  exclusive of
any other  rights  which such  person may have or  hereafter  acquire  under any
statute, provision of the Corporation's Restated Certificate of Incorporation or
By-Laws,   agreement,   vote  of  stockholders  or  disinterested  directors  or
otherwise.

         The  Corporation is insured against  liabilities  which it may incur by
reason of Article V of its  By-Laws.  In  addition,  directors  and officers are
insured,  at the  Corporation's  expense,  against some liabilities  which might
arise  out of their  employment  and not be  subject  to  indemnification  under
Article V of the By-Laws.





                                      II-2


<PAGE>


                               PART II (continued)

Item 6.  Indemnification of Directors and Officers (concluded).

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the "Act"),  is permitted to directors and officers of
the Corporation  pursuant to the abovementioned  provisions,  or otherwise,  the
Corporation  has  been  informed  that in the  opinion  of the  Commission  such
indemnification  is against  public  policy,  as  expressed  in said Act, and is
therefore unenforceable.

         Pursuant to a resolution  adopted by the Board of Directors on December
1, 1975,  the  Corporation  to the  fullest  extent  permissible  under law will
indemnify,  and has purchased  insurance on behalf of,  directors or officers of
the  Corporation,  or any of them,  who incur or are  threatened  with  personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974, as amended,  or any amendatory or comparable  legislation or regulation
thereunder.

Item 8.  Exhibits.

Exhibit Number                                                        Page No.
--------------                                                        --------

 (4)(a)  General Motors Corporation  Restated  Certificate of 
         Incorporation,  as amended,  filed as Exhibit  3(i) to the
         Current  Report on Form 8-K of General  Motors dated June 8,
         1998,  and Amendment to Article Fourth of the Certificate of 
         Incorporation - Division III - Preference  Stock, by
         reason of the Certificates of Designations  filed with the
         Secretary of State  of  the  State  of  Delaware  on
         September  14,  1987  and  the Certificate  of Decrease 
         filed with the Secretary of State of the State of Delaware
         on  September  29,  1987  (pertaining  to the Six Series of
         Preference  Stock  contributed to the General  Motors
         pension  trusts), incorporated by reference to Exhibit 19 to
         the Quarterly Report on Form 10-Q of General  Motors for the
         quarter ended June 30, 1990 in the Form SE of General  Motors
         dated August 6, 1990;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of
         State of the State of Delaware on June 28, 1991  (pertaining
         to Series A Conversion Preference  Stock),  incorporated  by 
         reference to Exhibit 4(a) to Form S-8  Registration  Statement
         No.  33-43744  in the Form SE of  General Motors dated November
         1, 1991; as further amended by the Certificate of
         Designations filed with the Secretary of State of the State
         of Delaware on December 9, 1991 (pertaining to Series B 9-1/8% 
         Preference  Stock), incorporated  by  reference  to Exhibit 
         4(a) to Form S-3  Registration Statement No.  33-45216 in the
         Form SE of General  Motors dated January 27, 1992; as further
         amended by the  Certificate of Designations  filed
         with the  Secretary  of State of the State of Delaware on 
         February  14, 1992   (pertaining  to  Series  C  Convertible 
         Preference   Stock), incorporated  by reference to Exhibit 3(a)
         to the Annual Report on Form 10-K of General Motors for the
         year ended December 31, 1991 in the Form SE of General  Motors 
         dated March 20, 1992;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of
         State of the State  of  Delaware  on July 15,  1992  (pertaining
         to  Series D 7.92% Preference Stock),  incorporated by 
         reference to Exhibit 3(a)(2) to the  Quarterly  Report on 
         Form 10-Q of General  Motors for the quarter ended June 30,
         1992 in the Form SE of General  Motors  dated August 10, 1992;
         and as further amended by the  Certificate of Designations  
         filed with the Secretary of State of the State of Delaware on

                                      II-3

                               PART II (continued)

Exhibit Number                                                        Page No.
--------------                                                        --------

Item 8.  Exhibits (concluded).

 (4)(a)  December 15, 1992 (pertaining to Series G 9.12% Preference
         Stock), incorporated by reference to Exhibit 4(a) to Form
         S-3 Registration Statement No. 33-49309 in the Form SE of
         General Motors dated January 25, 1993. .....................   N/A

 (4)(b)  By-Laws as amended, included as Exhibit 3(ii) to the
         Current Report on Form 8-K of General Motors dated March 2,
         1998.......................................................    N/A

 (5)(a)  Opinion and consent of Martin I. Darvick, Attorney, Legal
         Staff of General Motors, in respect of the legality of
         the securities to be registered hereunder...................   II-8

    (b)  The registrant undertakes that it will submit or has
         submitted the Plan and any amendment thereto to the Internal
         Revenue Service ("IRS") in a timely manner and has made or
         will make all changes required by the IRS in order
         to qualify the Plan..........................................  N/A

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP......  II-9

    (b)  Consent of Martin I. Darvick, Attorney, Legal Staff of
         General Motors, included in Exhibit 5(a) above...............  N/A

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes: (1) to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; (2) that,
for  the  purpose  of  determining  any  liability  under  the  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) of the 1934 Act and each filing of the Plan's
annual report  pursuant to Section 15(d) of the 1934 Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.













                                      II-4

                               PART II (concluded)

Item 9.  Undertakings (concluded).

(h) Insofar as  indemnification  for  liabilities  arising  under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.














































                                      II-5


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Detroit, State of Michigan, on April 12, 1999.

                                             GENERAL MOTORS CORPORATION
                                             --------------------------
                                                    (Registrant)

                                       By
                                          /s/JOHN F. SMITH, JR.
                                           ----------------------------
                                          (John F. Smith, Jr., Chairman
                                          of the Board of Directors, and
                                             Chief Executive Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been  signed  on April  12,  1999 by the  following
persons in the capacities indicated.

        Signature                                     Title
        ---------                                     -----

/S/JOHN F. SMITH, JR.                  Chairman of the Board of Directors,
------------------------------            and Chief Executive Officer
(John F. Smith, Jr.)


/S/HARRY J. PEARCE                     Vice Chairman of the Board
------------------------------                of Directors
(Harry J. Pearce)


/s/G. RICHARD WAGONER, JR.             Chief Operating Officer
------------------------------              and President
(G. Richard Wagoner, Jr.)


/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )Principal
                                                                   )Financial
/s/ERIC A. FELDSTEIN                        Vice President and     )Officers
------------------------------                   Treasurer         )
(Eric A. Feldstein)                                                )


/s/WALLACE W. CREEK                            Comptroller         )
------------------------------                                     )
(Wallace W. Creek)                                                 )Principal
                                                                   )Accounting
                                                                   )Officers
/s/PETER R. BIBLE                        Chief Accounting Officer  )
------------------------------                                     )
(Peter R. Bible)                                                   )







                                      II-6


<PAGE>



                             SIGNATURES (continued)

         Signature                               Title
         ---------                               -----


                                                Director
--------------------------------
(Percy Barnevik)


                                                Director
--------------------------------
(John H. Bryan)


/s/THOMAS E. EVERHART                           Director
--------------------------------
(Thomas E. Everhart)


/s/CHARLES T. FISHER, III                       Director
--------------------------------
(Charles T. Fisher, III)


/s/GEORGE M.C. FISHER                           Director
--------------------------------
(George M.C. Fisher)


/s/ KAREN KATEN                                 Director
--------------------------------
(Karen Katen)


/s/J. WILLARD MARRIOTT, JR.                     Director
--------------------------------
(J. Willard Marriott, Jr.)


/s/ANN D. MCLAUGHLIN                            Director
--------------------------------
(Ann D. McLaughlin)


                                                Director
--------------------------------
(Eckhard Pfeiffer)


/s/JOHN G. SMALE                                Director
--------------------------------
(John G. Smale)


/s/LOUIS W. SULLIVAN                            Director
--------------------------------
(Louis W. Sullivan)


/s/DENNIS WEATHERSTONE                          Director
--------------------------------
(Dennis Weatherstone)

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "PLAN FOR GM PSP", "secsgml_size_bytes": 23741}]
{"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": "S-8", "act": "33", "file-number": "333-76443", "film-number": "99595929"}, "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"}}
As filed with the Securities and Exchange Commission on April 16, 1999.
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004
                          --------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          --------------------------

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

       STATE OF DELAWARE                               38-0572515
-------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

  100 Renaissance Center, Detroit, Michigan            48265-1000
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                 THE GENERAL MOTORS PERSONAL SAVINGS PLAN FOR
                  HOURLY-RATE EMPLOYEES IN THE UNITED STATES
             ----------------------------------------------------
                            (Full title of the plan)

                   PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              100 Renaissance Center, Detroit, Michigan 48265-1000
                                (313) 556-5000
           --------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                                 GENERAL MOTORS
                         CALCULATION OF REGISTRATION FEE
   ========================================================================
                                    Proposed     Proposed
                                     maximum      maximum
                        Amount      offering     aggregate      Amount of
Title of securities     to be       price per    offering      registration
  to be registered     registered      share*       price*         fee
    ------------------ -------------- --------- ------------ ------------
Common Stock,
  $1-2/3 par value...  7,000,000 shares $86.41  $604,843,750   $168,146.56

Class H Common Stock,
  $0.10 par value....  2,000,000 shares $54.19  $108,375,000    $30,128.25
 .................................................  .............----------
                                                      Total    $198,274.81
 ................................................................==========

Interests in the General
  Motors Personal Savings
  Plan for Hourly-Rate
  Employees in the
  United States**

   ========================================================================
 *Estimated solely for the purpose of determining the registration fee.
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration  statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan herein.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The  Current  Report on Form 8-K dated  April  12,  1999,  filed by
General  Motors  Corporation  (hereinafter  sometimes  referred  to as  "General
Motors"  or the  "Corporation")  pursuant  to  Section  13(a) of the  Securities
Exchange Act of 1934, (hereinafter referred to as the "1934 Act");

         (b)(1) The Annual  Report on Form 10-K for the year ended  December 31,
1998,  (hereinafter  referred  to  as  the  "1998  Form  10-K"),  filed  by  the
Corporation with the Securities and Exchange Commission (hereinafter referred to
as the "Commission")  pursuant to Section 13(a) of the 1934 Act, except for Item
6, Item 8, Item  14(a)2,  and Item 14  Exhibit  12, and (2) the  General  Motors
Personal   Savings  Plan  for   Hourly-Rate   Employees  in  the  United  States
(hereinafter  sometimes  referred to as the "Plan"),  Annual Report on Form 11-K
for the year ended December 31, 1997 (hereinafter  referred to as the "1997 Form
11-K"), filed pursuant to Section 15(d) of the 1934 Act;

         (c) The Current Reports on Form 8-K dated January 14, 1999, January 20,
1999,  January 22, 1999 (2), January 27, 1999, April 5, 1999, April 9, 1999, and
April 14, 1999 filed by the  Corporation  pursuant to Section  13(a) of the 1934
Act; and

         (d) the  description of General  Motors common stock,  $1-2/3 par value
(hereinafter referred to as "$1-2/3 par value common stock"), and General Motors
Class H common  stock,  $0.10 par  value  (hereinafter  referred  to as "Class H
common  stock"),  contained in Article Fourth of the General Motors  Corporation
Restated Certificate of Incorporation,  as amended  (hereinafter  referred to as
the  "Restated  Certificate  of  Incorporation"),  filed as Exhibit  3(i) to the
Corporation's  Current Report on Form 8-K dated June 8, 1998,  filed pursuant to
Section 13 of the 1934 Act.

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this registration  statement and to be a part
thereof from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel.

         The  legality of the $1-2/3 par value  common  stock and Class H common
stock offered hereby have been passed upon by Martin I. Darvick, Attorney, Legal
Staff of the  Corporation.  Mr.  Darvick  owns shares of $1-2/3 par value common
stock and Class H common stock and has options to purchase  additional shares of
$1-2/3 par value common stock.

                                      II-1
PART II (continued)

Item 6.  Indemnification of Directors and Officers.

         Under Section 145 of the Delaware  Corporation  Law, the Corporation is
empowered to indemnify its directors and officers in the  circumstances  therein
provided.

         The Corporation's  Restated  Certificate of Incorporation,  as amended,
provides that no director shall be personally  liable to the  Corporation or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174, or any successor  provision  thereto,  of the Delaware  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.

         Under Article V of its By-Laws,  the  Corporation  shall  indemnify and
advance  expenses to every  director  and officer (and to such  person's  heirs,
executors,  administrators or other legal  representatives) in the manner and to
the full extent  permitted  by  applicable  law as it presently  exists,  or may
hereafter be amended,  against any and all amounts (including judgments,  fines,
payments in settlement,  attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in  connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is  threatened  to be made a party or is otherwise  involved by reason of the
fact that such person is or was a director or officer of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee,  fiduciary  or  member of any other  corporation,  partnership,  joint
venture, trust,  organization or other enterprise.  The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the  proceeding  was not  authorized  by the Board of Directors of the
Corporation.  The  Corporation  shall pay the expenses of directors and officers
incurred  in  defending  any  proceeding  in  advance  of its final  disposition
("advancement  of expenses");  provided,  however,  that the payment of expenses
incurred  by a director  or officer in advance of the final  disposition  of the
proceeding  shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under Article V of the
By-Laws or otherwise.  If a claim for indemnification or advancement of expenses
by an officer or  director  under  Article V of the  By-Laws is not paid in full
within  ninety  days after a written  claim  therefor  has been  received by the
Corporation,  the  claimant  may file suit to recover the unpaid  amount of such
claim and, if successful  in whole or in part,  shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the  burden of proving  that the  claimant  was not  entitled  to the  requested
indemnification  or  advancement of expenses  under  applicable  law. The rights
conferred  on any person by Article V of the By-Laws  shall not be  exclusive of
any other  rights  which such  person may have or  hereafter  acquire  under any
statute, provision of the Corporation's Restated Certificate of Incorporation or
By-Laws,   agreement,   vote  of  stockholders  or  disinterested  directors  or
otherwise.

         The  Corporation is insured against  liabilities  which it may incur by
reason of Article V of its  By-Laws.  In  addition,  directors  and officers are
insured,  at the  Corporation's  expense,  against some liabilities  which might
arise  out of their  employment  and not be  subject  to  indemnification  under
Article V of the By-Laws.

                                      II-2
PART II (continued)

Item 6.  Indemnification of Directors and Officers (concluded).

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the "Act"),  is permitted to directors and officers of
the Corporation  pursuant to the abovementioned  provisions,  or otherwise,  the
Corporation  has  been  informed  that in the  opinion  of the  Commission  such
indemnification  is against  public  policy,  as  expressed  in said Act, and is
therefore unenforceable.

         Pursuant to a resolution  adopted by the Board of Directors on December
1, 1975,  the  Corporation  to the  fullest  extent  permissible  under law will
indemnify,  and has purchased  insurance on behalf of,  directors or officers of
the  Corporation,  or any of them,  who incur or are  threatened  with  personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974, as amended,  or any amendatory or comparable  legislation or regulation
thereunder.

Item 8.  Exhibits.

Exhibit Number                                                        Page No.
--------------                                                        --------

 (4)(a)  General Motors Corporation  Restated  Certificate of 
         Incorporation,  as amended,  filed as Exhibit  3(i) to the
         Current  Report on Form 8-K of General  Motors dated June 8,
         1998,  and Amendment to Article Fourth of the Certificate of 
         Incorporation - Division III - Preference  Stock, by
         reason of the Certificates of Designations  filed with the
         Secretary of State  of  the  State  of  Delaware  on
         September  14,  1987  and  the Certificate  of Decrease 
         filed with the Secretary of State of the State of Delaware
         on  September  29,  1987  (pertaining  to the Six Series of
         Preference  Stock  contributed to the General  Motors
         pension  trusts), incorporated by reference to Exhibit 19 to
         the Quarterly Report on Form 10-Q of General  Motors for the
         quarter ended June 30, 1990 in the Form SE of General  Motors
         dated August 6, 1990;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of
         State of the State of Delaware on June 28, 1991  (pertaining
         to Series A Conversion Preference  Stock),  incorporated  by 
         reference to Exhibit 4(a) to Form S-8  Registration  Statement
         No.  33-43744  in the Form SE of  General Motors dated November
         1, 1991; as further amended by the Certificate of
         Designations filed with the Secretary of State of the State
         of Delaware on December 9, 1991 (pertaining to Series B 9-1/8% 
         Preference  Stock), incorporated  by  reference  to Exhibit 
         4(a) to Form S-3  Registration Statement No.  33-45216 in the
         Form SE of General  Motors dated January 27, 1992; as further
         amended by the  Certificate of Designations  filed
         with the  Secretary  of State of the State of Delaware on 
         February  14, 1992   (pertaining  to  Series  C  Convertible 
         Preference   Stock), incorporated  by reference to Exhibit 3(a)
         to the Annual Report on Form 10-K of General Motors for the
         year ended December 31, 1991 in the Form SE of General  Motors 
         dated March 20, 1992;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of
         State of the State  of  Delaware  on July 15,  1992  (pertaining
         to  Series D 7.92% Preference Stock),  incorporated by 
         reference to Exhibit 3(a)(2) to the  Quarterly  Report on 
         Form 10-Q of General  Motors for the quarter ended June 30,
         1992 in the Form SE of General  Motors  dated August 10, 1992;
         and as further amended by the  Certificate of Designations  
         filed with the Secretary of State of the State of Delaware on

                                      II-3

                               PART II (continued)

Exhibit Number                                                        Page No.
--------------                                                        --------

Item 8.  Exhibits (concluded).

 (4)(a)  December 15, 1992 (pertaining to Series G 9.12% Preference
         Stock), incorporated by reference to Exhibit 4(a) to Form
         S-3 Registration Statement No. 33-49309 in the Form SE of
         General Motors dated January 25, 1993. .....................   N/A

 (4)(b)  By-Laws as amended, included as Exhibit 3(ii) to the
         Current Report on Form 8-K of General Motors dated March 2,
         1998.......................................................    N/A

 (5)(a)  Opinion and consent of Martin I. Darvick, Attorney, Legal
         Staff of General Motors, in respect of the legality of
         the securities to be registered hereunder...................   II-8

    (b)  The registrant undertakes that it will submit or has
         submitted the Plan and any amendment thereto to the Internal
         Revenue Service ("IRS") in a timely manner and has made or
         will make all changes required by the IRS in order
         to qualify the Plan..........................................  N/A

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP......  II-9

    (b)  Consent of Martin I. Darvick, Attorney, Legal Staff of
         General Motors, included in Exhibit 5(a) above...............  N/A

Item 9.  Undertakings.

(a) The undersigned registrant hereby undertakes: (1) to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; (2) that,
for  the  purpose  of  determining  any  liability  under  the  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section  13(a) of the 1934 Act and each filing of the Plan's
annual report  pursuant to Section 15(d) of the 1934 Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                      II-4

                               PART II (concluded)

Item 9.  Undertakings (concluded).

(h) Insofar as  indemnification  for  liabilities  arising  under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Detroit, State of Michigan, on April 12, 1999.

                                             GENERAL MOTORS CORPORATION
                                             --------------------------
                                                    (Registrant)

                                       By
                                          /s/JOHN F. SMITH, JR.
                                           ----------------------------
                                          (John F. Smith, Jr., Chairman
                                          of the Board of Directors, and
                                             Chief Executive Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been  signed  on April  12,  1999 by the  following
persons in the capacities indicated.

        Signature                                     Title
        ---------                                     -----

/S/JOHN F. SMITH, JR.                  Chairman of the Board of Directors,
------------------------------            and Chief Executive Officer
(John F. Smith, Jr.)

/S/HARRY J. PEARCE                     Vice Chairman of the Board
------------------------------                of Directors
(Harry J. Pearce)

/s/G. RICHARD WAGONER, JR.             Chief Operating Officer
------------------------------              and President
(G. Richard Wagoner, Jr.)

/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )Principal
                                                                   )Financial
/s/ERIC A. FELDSTEIN                        Vice President and     )Officers
------------------------------                   Treasurer         )
(Eric A. Feldstein)                                                )

/s/WALLACE W. CREEK                            Comptroller         )
------------------------------                                     )
(Wallace W. Creek)                                                 )Principal
                                                                   )Accounting
                                                                   )Officers
/s/PETER R. BIBLE                        Chief Accounting Officer  )
------------------------------                                     )
(Peter R. Bible)                                                   )

                                      II-6
SIGNATURES (continued)

         Signature                               Title
         ---------                               -----

                                                Director
--------------------------------
(Percy Barnevik)

                                                Director
--------------------------------
(John H. Bryan)

/s/THOMAS E. EVERHART                           Director
--------------------------------
(Thomas E. Everhart)

/s/CHARLES T. FISHER, III                       Director
--------------------------------
(Charles T. Fisher, III)

/s/GEORGE M.C. FISHER                           Director
--------------------------------
(George M.C. Fisher)

/s/ KAREN KATEN                                 Director
--------------------------------
(Karen Katen)

/s/J. WILLARD MARRIOTT, JR.                     Director
--------------------------------
(J. Willard Marriott, Jr.)

/s/ANN D. MCLAUGHLIN                            Director
--------------------------------
(Ann D. McLaughlin)

                                                Director
--------------------------------
(Eckhard Pfeiffer)

/s/JOHN G. SMALE                                Director
--------------------------------
(John G. Smale)

/s/LOUIS W. SULLIVAN                            Director
--------------------------------
(Louis W. Sullivan)

/s/DENNIS WEATHERSTONE                          Director
--------------------------------
(Dennis Weatherstone)

                                      II-7