L:\secfiles\s-8\1997\hughes\plan.doc

As filed with the Securities and Exchange Commission on March 7, 1997.
                                                    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            48243-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                         HUGHES ELECTRONICS CORPORATION
                                 INCENTIVE PLAN
                     ------------------------------------
                            (Full title of the plan)

                   PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              3044 West Grand Blvd., Detroit, Michigan 48202-3091
                                (313) 556-4167
           --------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                        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
 ------------------------ -------------- --------- ------------ ------------

Class H Common Stock,
  $0.10 par value...... 2,000,000 shares $59.0625    $118,125,000   $35,795.45

==============================================================================
 *Estimated solely for the purpose of determining the registration fee.



<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)(1) The Annual Report on Form 10-K for the year ended December 31, 1995,
as amended (hereinafter referred to as "1995 Form 10-K"), which has been filed
by General Motors Corporation (hereinafter sometimes referred to as "General
Motors" or the "Corporation") with the Securities and Exchange Commission
(hereinafter referred to as the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (hereinafter referred to as the
"1934 Act"). The consolidated financial statements and financial statement
schedule included in the 1995 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP (as to the financial statements and
financial statement schedule of General Motors Corporation, and as to the
financial statements of Hughes Electronics Corporation) and by KPMG Peat Marwick
LLP (as to the financial statements of Electronic Data Systems Corporation),
independent auditors, as stated in their respective reports appearing therein,
and have been so incorporated in reliance upon such reports given upon the
authority of said firms as experts in accounting and auditing;

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996, and September 30, 1996 and Current Reports on Form 8-K
dated January 29, 1996, February 26, 1996, March 12, 1996, April 19, 1996, May
29, 1996, June 7, 1996, January 16, 1997 and January 27, 1997, filed by the
Corporation pursuant to Section 13(a) of the 1934 Act; and

         (c) the description of 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,
filed as Exhibit 3(i) to the Corporation's Current Report on Form 8-K dated June
7, 1996, 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 Class H common stock offered hereby has 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 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 above mentioned 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, incorporated by reference to 
         Exhibit 3(i) to the Current Report on Form 8-K of General 
         Motors dated June 7, 1996 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 the 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



                                      II-3

                              PART II (concluded)

Item 8.  Exhibits (Concluded).

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

 (4)(a)  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
         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

    (b)  By-Laws, as amended, incorporated by reference to Exhibit
         3(ii) to the Current Report on Form 8-K of General Motors
         dated January 27, 1997......................................
         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 Independent Auditors - KPMG Peat Marwick LLP.....   II-10

    (c)  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


<PAGE>



                                   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 March 3, 1997.


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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on March 3, 1997 by the following persons
in the capacities indicated.

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

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

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


/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )
/s/LEON J. KRAIN                            Vice President and     )Principal
------------------------------                Group Executive      )Financial
(Leon J. Krain)                                                    )Officers
                                                                   )
/s/JOHN D. FINNEGAN                         Vice President and     )
------------------------------                  Treasurer          )
(John D. Finnegan)                                                 )


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








                                      II-6


<PAGE>



                             SIGNATURES (continued)


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


/s/ANNE L. ARMSTRONG                            Director
--------------------------------
(Anne L. Armstrong)

/s/PERCY BARNEVIK                               Director
--------------------------------
(Percy Barnevik)

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

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

/s/ECKHARD PFEIFFER                             Director
--------------------------------
(Eckhard Pfeiffer)

/s/ EDMUND T. PRATT, JR.                        Director
--------------------------------
(Edmund T. Pratt, Jr.)

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

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

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

/s/THOMAS H. WYMAN                              Director
--------------------------------
(Thomas H. Wyman)



                                      II-7
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L:\secfiles\s-8\1997\hughes\plan.doc

As filed with the Securities and Exchange Commission on March 7, 1997.
                                                    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            48243-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                         HUGHES ELECTRONICS CORPORATION
                                 INCENTIVE PLAN
                     ------------------------------------
                            (Full title of the plan)

                   PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              3044 West Grand Blvd., Detroit, Michigan 48202-3091
                                (313) 556-4167
           --------------------------------------------------------
          (Name, address and telephone number, including area code,
                            of agent for service)

                        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
 ------------------------ -------------- --------- ------------ ------------

Class H Common Stock,
  $0.10 par value...... 2,000,000 shares $59.0625    $118,125,000   $35,795.45

==============================================================================
 *Estimated solely for the purpose of determining the registration fee.
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)(1) The Annual Report on Form 10-K for the year ended December 31, 1995,
as amended (hereinafter referred to as "1995 Form 10-K"), which has been filed
by General Motors Corporation (hereinafter sometimes referred to as "General
Motors" or the "Corporation") with the Securities and Exchange Commission
(hereinafter referred to as the "Commission") pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (hereinafter referred to as the
"1934 Act"). The consolidated financial statements and financial statement
schedule included in the 1995 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP (as to the financial statements and
financial statement schedule of General Motors Corporation, and as to the
financial statements of Hughes Electronics Corporation) and by KPMG Peat Marwick
LLP (as to the financial statements of Electronic Data Systems Corporation),
independent auditors, as stated in their respective reports appearing therein,
and have been so incorporated in reliance upon such reports given upon the
authority of said firms as experts in accounting and auditing;

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996, and September 30, 1996 and Current Reports on Form 8-K
dated January 29, 1996, February 26, 1996, March 12, 1996, April 19, 1996, May
29, 1996, June 7, 1996, January 16, 1997 and January 27, 1997, filed by the
Corporation pursuant to Section 13(a) of the 1934 Act; and

         (c) the description of 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,
filed as Exhibit 3(i) to the Corporation's Current Report on Form 8-K dated June
7, 1996, 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 Class H common stock offered hereby has 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 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 above mentioned 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, incorporated by reference to 
         Exhibit 3(i) to the Current Report on Form 8-K of General 
         Motors dated June 7, 1996 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 the 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

                                      II-3

                              PART II (concluded)

Item 8.  Exhibits (Concluded).

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

 (4)(a)  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
         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

    (b)  By-Laws, as amended, incorporated by reference to Exhibit
         3(ii) to the Current Report on Form 8-K of General Motors
         dated January 27, 1997......................................
         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 Independent Auditors - KPMG Peat Marwick LLP.....   II-10

    (c)  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 March 3, 1997.

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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on March 3, 1997 by the following persons
in the capacities indicated.

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

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

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

/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )
/s/LEON J. KRAIN                            Vice President and     )Principal
------------------------------                Group Executive      )Financial
(Leon J. Krain)                                                    )Officers
                                                                   )
/s/JOHN D. FINNEGAN                         Vice President and     )
------------------------------                  Treasurer          )
(John D. Finnegan)                                                 )

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

                                      II-6
SIGNATURES (continued)

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

/s/ANNE L. ARMSTRONG                            Director
--------------------------------
(Anne L. Armstrong)

/s/PERCY BARNEVIK                               Director
--------------------------------
(Percy Barnevik)

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

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

/s/ECKHARD PFEIFFER                             Director
--------------------------------
(Eckhard Pfeiffer)

/s/ EDMUND T. PRATT, JR.                        Director
--------------------------------
(Edmund T. Pratt, Jr.)

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

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

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

/s/THOMAS H. WYMAN                              Director
--------------------------------
(Thomas H. Wyman)

                                      II-7