L:\secfiles\s-8\1996\saturn1\PCSplan.doc.8

As filed with the Securities and Exchange Commission on December 16, 1996.
                                                    Registration No. 33-

                      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            48234-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                     SATURN PERSONAL CHOICES SAVINGS PLAN
                         FOR NON-REPRESENTED MEMBERS
                     ------------------------------------
                           (Full title of the plan)

                 JAMES H. HUMPHREY, 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
 ------------------------ -------------- --------- ------------ ------------

Common Stock,
  $1-2/3 par value...... 1,000,000 shares  $58.0625  $58,062,500    $17,594.70
Class H Common Stock,
  $0.10 par value.......   750,000 shares  $54.50    $40,875,000    $12,386.36
 ....................................................................----------
                                                         Total      $29,981.06
 ....................................................................==========
Interests in the Saturn
  Personal Choices Savings Plan
  for Non-Represented Members**

==============================================================================
 *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 described 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)(1) The Annual Report on Form 10-K for the year ended December 
31, 1995, as amended (hereinafter referred to as the "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"), and (2) the Saturn Personal Choices Plan for 
Non-Represented Members (hereinafter sometimes referred to as the "Plan") 
Annual Report on Form 11-K for the year ended December 31, 1995 (hereinafter 
referred to as the "1995 Form 11-K"), filed pursuant to Section 15(d) of the 
1934 Act.  The consolidated financial statements and financial statement 
schedules included in the 1995 Form 10-K and the financial statements of the 
Plan included in the 1995 Form 11-K, incorporated by reference herein, have 
been audited by Deloitte & Touche LLP (as to the financial statements and 
financial statement schedules of General Motors Corporation, and as to the 
financial statements of Hughes Electronics Corporation and the Plan) 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 and June 7, 1996, filed by the Corporation pursuant to 
Section 13(a) of the 1934 Act; and 

         (c) 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, 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 $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 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 to June 7, 1996, 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 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 to June 7, 1996, incorporated by 
         reference to Exhibit 3(ii) to the Current Report on Form 
         8-K of General Motors dated June 7, 1996....................    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-9

    (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-10

    (b)  Consent of Independent Auditors - KPMG Peat Marwick LLP......  II-11

    (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 (continued)

Item 9.  Undertakings (continued).

(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 December 13, 1996.

                                             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 December 13, 1996 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         )
------------------------------                                     )
(Wallace W. Creek)                                                 )
                                                                   )Principal
                                                                   )Accounting
                                                                   )Officers
/s/JAMES H. HUMPHREY                     Chief Accounting Officer  )
------------------------------                                     )
(James H. Humphrey)                                                )







                                     II-6

<PAGE>
                            SIGNATURES (continued)

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


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


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


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


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


                                                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



                            SIGNATURES (continued)

         The Plan.  Pursuant to the requirements of the Securities Act of 
1933, the Saturn Personal Choices Savings Plan for Non-Represented Members 
has duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Spring Hill, State of 
Tennessee, on December 13, 1996.

                                       SATURN PERSONAL CHOICES SAVINGS PLAN
                                            FOR NON-REPRESENTED MEMBERS
                                      -------------------------------------
                                                     (Plan)



                                    By

                                         /s/DONALD W. HUDLER
                                         -------------------------
                                         (Donald W. Hudler,
                                             President)

          Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below on December 13, 1996 by the 
following persons as members of the Saturn Action Council of Saturn 
Corporation, the Council thereunto duly appointed with full power and 
authority to construe, interpret and administer the said Plan.

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


/s/DONALD W. HUDLER                   President
-------------------------
(Donald W. Hudler)


/s/ALEC BEDRICKY                      Member
-------------------------
(Alec Bedricky)


/s/ROBERT E. BORUFF                   Member
-------------------------
(Robert E. Boruff)


/s/ALICE OSBURN                       Member
-------------------------
(Alice Osburn)


/s/R. TIMOTHY EPPS                    Member
-------------------------
(R. Timothy Epps)


/s/JOE KENNEDY                        Member
-------------------------
(Joe Kennedy)


/s/THOMAS G. MANOFF                   Member
-------------------------
(Thomas G. Manoff)




                                     II-8
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L:\secfiles\s-8\1996\saturn1\PCSplan.doc.8

As filed with the Securities and Exchange Commission on December 16, 1996.
                                                    Registration No. 33-

                      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            48234-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                     SATURN PERSONAL CHOICES SAVINGS PLAN
                         FOR NON-REPRESENTED MEMBERS
                     ------------------------------------
                           (Full title of the plan)

                 JAMES H. HUMPHREY, 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
 ------------------------ -------------- --------- ------------ ------------

Common Stock,
  $1-2/3 par value...... 1,000,000 shares  $58.0625  $58,062,500    $17,594.70
Class H Common Stock,
  $0.10 par value.......   750,000 shares  $54.50    $40,875,000    $12,386.36
 ....................................................................----------
                                                         Total      $29,981.06
 ....................................................................==========
Interests in the Saturn
  Personal Choices Savings Plan
  for Non-Represented Members**

==============================================================================
 *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 described 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)(1) The Annual Report on Form 10-K for the year ended December 
31, 1995, as amended (hereinafter referred to as the "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"), and (2) the Saturn Personal Choices Plan for 
Non-Represented Members (hereinafter sometimes referred to as the "Plan") 
Annual Report on Form 11-K for the year ended December 31, 1995 (hereinafter 
referred to as the "1995 Form 11-K"), filed pursuant to Section 15(d) of the 
1934 Act.  The consolidated financial statements and financial statement 
schedules included in the 1995 Form 10-K and the financial statements of the 
Plan included in the 1995 Form 11-K, incorporated by reference herein, have 
been audited by Deloitte & Touche LLP (as to the financial statements and 
financial statement schedules of General Motors Corporation, and as to the 
financial statements of Hughes Electronics Corporation and the Plan) 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 and June 7, 1996, filed by the Corporation pursuant to 
Section 13(a) of the 1934 Act; and 

         (c) 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, 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 $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 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 to June 7, 1996, 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 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 to June 7, 1996, incorporated by 
         reference to Exhibit 3(ii) to the Current Report on Form 
         8-K of General Motors dated June 7, 1996....................    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-9

    (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-10

    (b)  Consent of Independent Auditors - KPMG Peat Marwick LLP......  II-11

    (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 (continued)

Item 9.  Undertakings (continued).

(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 December 13, 1996.

                                             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 December 13, 1996 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         )
------------------------------                                     )
(Wallace W. Creek)                                                 )
                                                                   )Principal
                                                                   )Accounting
                                                                   )Officers
/s/JAMES H. HUMPHREY                     Chief Accounting Officer  )
------------------------------                                     )
(James H. Humphrey)                                                )

                                     II-6
SIGNATURES (continued)

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

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

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

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

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

                                                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

                            SIGNATURES (continued)

         The Plan.  Pursuant to the requirements of the Securities Act of 
1933, the Saturn Personal Choices Savings Plan for Non-Represented Members 
has duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Spring Hill, State of 
Tennessee, on December 13, 1996.

                                       SATURN PERSONAL CHOICES SAVINGS PLAN
                                            FOR NON-REPRESENTED MEMBERS
                                      -------------------------------------
                                                     (Plan)

                                    By

                                         /s/DONALD W. HUDLER
                                         -------------------------
                                         (Donald W. Hudler,
                                             President)

          Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below on December 13, 1996 by the 
following persons as members of the Saturn Action Council of Saturn 
Corporation, the Council thereunto duly appointed with full power and 
authority to construe, interpret and administer the said Plan.

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

/s/DONALD W. HUDLER                   President
-------------------------
(Donald W. Hudler)

/s/ALEC BEDRICKY                      Member
-------------------------
(Alec Bedricky)

/s/ROBERT E. BORUFF                   Member
-------------------------
(Robert E. Boruff)

/s/ALICE OSBURN                       Member
-------------------------
(Alice Osburn)

/s/R. TIMOTHY EPPS                    Member
-------------------------
(R. Timothy Epps)

/s/JOE KENNEDY                        Member
-------------------------
(Joe Kennedy)

/s/THOMAS G. MANOFF                   Member
-------------------------
(Thomas G. Manoff)

                                     II-8