L:\secfiles\s-8\1997\hughes-1\plan.doc

As filed with the Securities and Exchange Commission on April 7, 1997.
                                                    Registration No. 333-xxxxx

                      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) 556-5000
           --------------------------------------------------------
          (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...... 3,800,000 shares  $53.50    $203,300,000   $61,606.06

==============================================================================
 *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, 
1996 (hereinafter referred to as "1996 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 1996 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing therein, and have been so incorporated in reliance upon such
reports given upon the authority of said firm as experts in accounting and 
auditing;

         (b) The Current Reports on Form 8-K dated January 16, 1997, 
January 27, 1997, and March 12, 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, as amended (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 GM $1-2/3 par value common stock and has options 
to purchase additional shares of GM $1-2/3 par value common stock.





















                                     II-1

<PAGE>
                             PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

         The Corporation's Restated Certificate of Incorporation 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 (continued)

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 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 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 Warren, State of 
Michigan, on April 7, 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 April 7, 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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22564}]
{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24697", "film-number": "97575960"}, "business-address": {"street1": "767 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10153-0075", "phone": "3135565000"}}
L:\secfiles\s-8\1997\hughes-1\plan.doc

As filed with the Securities and Exchange Commission on April 7, 1997.
                                                    Registration No. 333-xxxxx

                      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) 556-5000
           --------------------------------------------------------
          (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...... 3,800,000 shares  $53.50    $203,300,000   $61,606.06

==============================================================================
 *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, 
1996 (hereinafter referred to as "1996 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 1996 Form 10-K, incorporated by reference herein, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing therein, and have been so incorporated in reliance upon such
reports given upon the authority of said firm as experts in accounting and 
auditing;

         (b) The Current Reports on Form 8-K dated January 16, 1997, 
January 27, 1997, and March 12, 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, as amended (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 GM $1-2/3 par value common stock and has options 
to purchase additional shares of GM $1-2/3 par value common stock.

                                     II-1
PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

         The Corporation's Restated Certificate of Incorporation 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 (continued)

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 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 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 Warren, State of 
Michigan, on April 7, 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 April 7, 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