L:\SECFILES\S_8\SIP\7767S.DOC 4

<PAGE>1
       As filed with the Securities and Exchange Commission on August 1, 1994.
                                                    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.)


    767 Fifth Avenue, New York, New York               10153-0075
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
- --------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)


                                   GENERAL MOTORS
                          AMENDED 1987 STOCK INCENTIVE PLAN
                          ---------------------------------
                              (Full title of the plan)


                   DAVID J. FITZPATRICK, 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 .....20,000,000 shares $49-1/2   $990,000,000   $341,381.70
Class E Common Stock,
  $0.10 par value.......   100,000 shares $33       $  3,300,000      1,137.94
                                                                   -----------
                                                          Total    $342,519.64

===========
   ===========================================================================
===


 *Estimated solely for the purpose of determining the registration fee.
<PAGE>2
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a) The Annual Report on Form 10-K for the year ended December 31,
1993, which has been filed by General Motors Corporation ("General Motors" or
the "Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "1934 Act").  The consolidated financial statements and
financial statement schedules included in the General Motors Annual Report on
Form 10-K for the year ended December 31, 1993, incorporated by reference
herein, have been audited by Deloitte & Touche (as to financial statements and
financial statement schedules of General Motors Corporation and GM Hughes
Electronics Corporation) and by KPMG Peat Marwick (as to 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) all other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the 1934 Act since December 31, 1993; and

         (c) the description of General Motors common stock, $1-2/3 par value
("Common Stock"), General Motors Class E common stock, $0.10 par value ("Class
E stock"), and General Motors Class H common stock, $0.10 par value ("Class H
stock"), contained in Article Fourth of the General Motors Restated
Certificate of Incorporation, filed as Exhibit 3(i) to the Corporation's
Current Report on Form 8-K dated May 26, 1994, 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 E and Class H stock offered hereby have
been passed upon by Martin I. Darvick, Attorney, Legal Staff of the
Corporation.  Mr. Darvick owns shares of Common Stock and has options to
purchase additional shares of Common Stock.










                                        II-1
<PAGE>3
                                 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 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>4
                                 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)  Restated Certificate of Incorporation of General Motors Corporation
         as amended to May 26, 1994, incorporated by reference to Exhibit 3(i)
         to the Current Report on Form 8-K of General Motors dated May 26,
         1994, 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, 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,
         incorporated by reference to Exhibit 4(a) to Form S-8 Registration
         Statement of General Motors dated November 6, 1991 (Registration 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,
         incorporated by reference to Exhibit 4(a) to Form S-3 Registration
         Statement of General Motors dated January 27, 1992 (Registration 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,
         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, 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 December 15, 1992, incorporated by reference to
         Exhibit 4(a) to Form S-3 Registration Statement of General Motors
         dated January 25, 1993 (Registration No. 33-49309) in the Form SE of
         General Motors dated January 25, 1993........................  N/A

                                        II-3
<PAGE>5

                                 PART II (continued)

Item 8.  Exhibits (concluded).

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

 (4)(b)  By-Laws of General Motors Corporation as amended
         to December 6, 1993, incorporated by reference to
         Exhibit 3(ii) to the Current Report on Form 8-K of
         General Motors dated December 6, 1993 .......................  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..........  II-9

    (b)  Consent of Independent Auditors - KPMG Peat Marwick..........  II-10

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


Item 9.  Undertakings.

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

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) of the 1934 Act 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
<PAGE>6

                                 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>7
                                     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 New York, State of
New York, on August 1, 1994.

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

                                      By
                                           s/John F. Smith, Jr.
                                           ----------------------------
                                                (John F. Smith, Jr.
                                              Chief Executive Officer,
                                              President and Director)


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on August 1, 1994 by the following
persons in the capacities indicated.


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

s/John G. Smale                        Chairman of the Board of Directors
- ------------------------------
(John G. Smale)

s/John F. Smith, Jr.                   Chief Executive Officer, President
- ------------------------------
(John F. Smith, Jr.)                               and Director

s/William E. Hoglund                         Executive Vice President
- ------------------------------
(William E. Hoglund)                               and Director


s/J. Michael Losh                         Executive Vice President )
- ------------------------------
(J. Michael Losh)                            and Chief Financial   )
                                                    Officer        )
                                                                   )Principal
s/Leon J. Krain                             Vice President and     )Financial
- ------------------------------
(Leon J. Krain)                               Group Executive      )Officers
                                                                   )
s/Heidi Kunz                                Vice President and     )
- ------------------------------
(Heidi Kunz)                                     Treasurer         )


s/Wallace W. Creek                              Comptroller        )Principal
- ------------------------------
(Wallace W. Creek)                                                 )Accounting
                                                                   )Officers
s/David J. FitzPatrick                    Chief Accounting Officer )
- ------------------------------
(David J. FitzPatrick)





                                        II-6
<PAGE>8

                               SIGNATURES (continued)


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



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/Paul H. O'Neill                               Director
- --------------------------------
(Paul H. O'Neill)


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


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", "description": "GM 1987 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 22280}]
{"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": "033-54841", "film-number": "94541103"}, "business-address": {"street1": "3044 W GRAND BLVD", "city": "DETROIT", "state": "MI", "zip": "48202", "phone": "3135565000"}}
L:\SECFILES\S_8\SIP\7767S.DOC 4
1
       As filed with the Securities and Exchange Commission on August 1, 1994.
                                                    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.)

    767 Fifth Avenue, New York, New York               10153-0075
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
- --------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                                   GENERAL MOTORS
                          AMENDED 1987 STOCK INCENTIVE PLAN
                          ---------------------------------
                              (Full title of the plan)

                   DAVID J. FITZPATRICK, 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 .....20,000,000 shares $49-1/2   $990,000,000   $341,381.70
Class E Common Stock,
  $0.10 par value.......   100,000 shares $33       $  3,300,000      1,137.94
                                                                   -----------
                                                          Total    $342,519.64

===========
   ===========================================================================
===

 *Estimated solely for the purpose of determining the registration fee.
2
                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a) The Annual Report on Form 10-K for the year ended December 31,
1993, which has been filed by General Motors Corporation ("General Motors" or
the "Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "1934 Act").  The consolidated financial statements and
financial statement schedules included in the General Motors Annual Report on
Form 10-K for the year ended December 31, 1993, incorporated by reference
herein, have been audited by Deloitte & Touche (as to financial statements and
financial statement schedules of General Motors Corporation and GM Hughes
Electronics Corporation) and by KPMG Peat Marwick (as to 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) all other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the 1934 Act since December 31, 1993; and

         (c) the description of General Motors common stock, $1-2/3 par value
("Common Stock"), General Motors Class E common stock, $0.10 par value ("Class
E stock"), and General Motors Class H common stock, $0.10 par value ("Class H
stock"), contained in Article Fourth of the General Motors Restated
Certificate of Incorporation, filed as Exhibit 3(i) to the Corporation's
Current Report on Form 8-K dated May 26, 1994, 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 E and Class H stock offered hereby have
been passed upon by Martin I. Darvick, Attorney, Legal Staff of the
Corporation.  Mr. Darvick owns shares of Common Stock and has options to
purchase additional shares of Common Stock.

                                        II-1
3
                                 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 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
4
                                 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)  Restated Certificate of Incorporation of General Motors Corporation
         as amended to May 26, 1994, incorporated by reference to Exhibit 3(i)
         to the Current Report on Form 8-K of General Motors dated May 26,
         1994, 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, 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,
         incorporated by reference to Exhibit 4(a) to Form S-8 Registration
         Statement of General Motors dated November 6, 1991 (Registration 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,
         incorporated by reference to Exhibit 4(a) to Form S-3 Registration
         Statement of General Motors dated January 27, 1992 (Registration 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,
         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, 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 December 15, 1992, incorporated by reference to
         Exhibit 4(a) to Form S-3 Registration Statement of General Motors
         dated January 25, 1993 (Registration No. 33-49309) in the Form SE of
         General Motors dated January 25, 1993........................  N/A

                                        II-3
5

                                 PART II (continued)

Item 8.  Exhibits (concluded).

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

 (4)(b)  By-Laws of General Motors Corporation as amended
         to December 6, 1993, incorporated by reference to
         Exhibit 3(ii) to the Current Report on Form 8-K of
         General Motors dated December 6, 1993 .......................  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..........  II-9

    (b)  Consent of Independent Auditors - KPMG Peat Marwick..........  II-10

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

Item 9.  Undertakings.

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

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) of the 1934 Act 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
6

                                 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
7
                                     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 New York, State of
New York, on August 1, 1994.

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

                                      By
                                           s/John F. Smith, Jr.
                                           ----------------------------
                                                (John F. Smith, Jr.
                                              Chief Executive Officer,
                                              President and Director)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on August 1, 1994 by the following
persons in the capacities indicated.

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

s/John G. Smale                        Chairman of the Board of Directors
- ------------------------------
(John G. Smale)

s/John F. Smith, Jr.                   Chief Executive Officer, President
- ------------------------------
(John F. Smith, Jr.)                               and Director

s/William E. Hoglund                         Executive Vice President
- ------------------------------
(William E. Hoglund)                               and Director

s/J. Michael Losh                         Executive Vice President )
- ------------------------------
(J. Michael Losh)                            and Chief Financial   )
                                                    Officer        )
                                                                   )Principal
s/Leon J. Krain                             Vice President and     )Financial
- ------------------------------
(Leon J. Krain)                               Group Executive      )Officers
                                                                   )
s/Heidi Kunz                                Vice President and     )
- ------------------------------
(Heidi Kunz)                                     Treasurer         )

s/Wallace W. Creek                              Comptroller        )Principal
- ------------------------------
(Wallace W. Creek)                                                 )Accounting
                                                                   )Officers
s/David J. FitzPatrick                    Chief Accounting Officer )
- ------------------------------
(David J. FitzPatrick)

                                        II-6
8

                               SIGNATURES (continued)

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

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/Paul H. O'Neill                               Director
- --------------------------------
(Paul H. O'Neill)

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

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

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

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

                                         II-7