As filed with the Securities and Exchange Commission on October 3, 2000.
                                                    Registration No. 333-

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

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

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

  300 Renaissance Center, Detroit, Michigan            48265-3000
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                                 GENERAL MOTORS
                         SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                   -------------------------------------------
                            (Full title of the plan)

                    PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              300 Renaissance Center, Detroit, Michigan 48265-3000
                                 (313) 556-5000
            --------------------------------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 GENERAL MOTORS
                         CALCULATION OF REGISTRATION FEE
    ========================================================================
                                     Proposed     Proposed
                                      maximum      maximum
                        Amount       offering     aggregate     Amount of
Title of securities     to be        price per    offering     registration
  to be registered     registered      share*       price*         fee
-------------------  -------------  ----------  ------------  -------------


Class H Common Stock,
  $0.10 par value... 40,000,000 shares  $36.60  $1,464,000,000  $386,496.00


Interests in the General
  Motors Savings-Stock
  Purchase Program for
  Salaried Employees in
  the United States**

   ========================================================================
 *Estimated  solely for the purpose of determining  the  registration  fee.
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration  statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan 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,
1999,  (hereinafter referred to as the "1999 Form 10-K") filed by General Motors
Corporation  (hereinafter  sometimes  referred  to as  "General  Motors"  or the
"Corporation") pursuant to Section 13(a) of the Securities Exchange Act of 1934,
(hereinafter  referred to as the "1934 Act") with the  Securities  and  Exchange
Commission  (hereinafter  referred to as the "Commission");  and (2) the General
Motors  Savings-Stock  Purchase  Program for  Salaried  Employees  in the United
States  (hereinafter  sometimes  referred to as the "Program")  Annual Report on
Form 11-K for the year ended December 31, 1999  (hereinafter  referred to as the
"1999 Form 11-K"), filed pursuant to Section 15(d) of the 1934 Act;

         (b)(1) The Quarterly  Reports on Form 10-Q for the quarters ended March
31,  2000 and June 30, 2000 filed by the  Corporation  pursuant to Section 13 of
the 1934 Act;  and (2) The  Current  Reports  on Form 8-K  dated  August 2, 1999
(filed January 14, 2000),  January 13, 2000, January 20, 2000, February 1, 2000,
February 25, 2000 (2), March 1, 2000,  March 6, 2000,  March 7, 2000,  March 13,
2000 (3), March 31, 2000, April 13, 2000 (amendment filed April 18, 2000), April
27, 2000, May 2, 2000, May 4, 2000, May 9, 2000 (2 - exact  duplicate),  June 6,
2000 (2),  June 12,  2000,  July 25,  2000,  August 16,  2000,  August 24, 2000,
September 14, 2000, September 15, 2000, and September 28, 2000 were 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 6, 2000,  filed pursuant to
Section 13 of the 1934 Act.

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

Item 5.  Interests of Named Experts and Counsel.

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













                                      II-1


<PAGE>



                             PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

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

         Under Article Fifth 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 Fifth of
the By-Laws or  otherwise.  If a claim for  indemnification  or  advancement  of
expenses by an officer or  director  under  Article  Fifth 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  Fifth 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 Fifth 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 Fifth of the By-Laws.





                                      II-2


<PAGE>


                             PART II (continued)

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

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

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

Item 8.  Exhibits.

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

(4)(a)   General Motors Corporation  Restated  Certificate of
         Incorporation,  as amended,  filed as Exhibit  3(i) to the
         Current  Report on Form 8-K of General  Motors dated June 6,
         2000,  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; 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; and as further
         amended by the Certificate of Designations filed with the
         Secretary of State of the State of Delaware on June 24,
         1999 (pertaining to Series H 6.25% Automatically
         Convertible Preference Stock), incorporated by reference to
         Exhibit 4(a) to Form S-8 Registration Statement No.
         333-31846 in the Form SE of General Motors dated March 6,
         2000. .....................................................      N/A

 (4)(b)  By-Laws of General  Motors  Corporation,  as amended,
         incorporated  by reference to Exhibit 3(ii) to the Current
         Report on Form 8-K of General Motors   Corporation   dated
         March  2,  1998;   as  further   amended, incorporated  by
         reference to Exhibit  3(ii) to the Current  Reports on
         Form 8-K of General Motors  Corporation  dated June 24, 1999,
         August 2, 1999, March 6, 2000, and June 6, 2000. ..........      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 Program 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 Program.....................................      N/A

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP....    II-10

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

Item 9.  Undertakings.

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

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



                                      II-4

                             PART II (concluded)

Item 9.  Undertakings (concluded).

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














































                                      II-5


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Detroit, State of Michigan, on October 3, 2000.

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

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been  signed on  October  3, 2000 by the  following
persons in the capacities indicated.

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

/s/JOHN F. SMITH, JR.                  Chairman of the Board of Directors
------------------------------
(John F. Smith, Jr.)


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


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


/s/JOHN D. FINNEGAN                    Executive Vice President    )
------------------------------                 and Acting          )
(John D. Finnegan)                     Chief Financial Officer     )
                                                                   )Principal
                                                                   )Financial
/s/ERIC A. FELDSTEIN                        Vice President and     )Officers
------------------------------                   Treasurer         )
(Eric A. Feldstein)                                                )


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







                                      II-6


<PAGE>



                            SIGNATURES (continued)

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


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


/s/JOHN H. BRYAN                                Director
--------------------------------
(John H. Bryan)


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


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


/s/NOBUYUKI IDEI                                Director
--------------------------------
(Nobuyuki Idei)


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


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


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


/s/LLOYD D. WARD                                Director
--------------------------------
(Lloyd D. Ward)


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












                                      II-7




         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees  have 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 October 3, 2000.

                                       GENERAL MOTORS SAVINGS STOCK
                                       PURCHASE PROGRAM FOR SALARIED
                                       EMPLOYEES IN THE UNITED STATES
                                       ------------------------------
                                                 (Program)




                                       By:  /s/JEAN ROSE
                                            --------------------------
                                            (Jean Rose, Director)















































                                      II-8
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{"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": "333-47204", "film-number": "734193"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265"}}
As filed with the Securities and Exchange Commission on October 3, 2000.
                                                    Registration No. 333-

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

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

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

  300 Renaissance Center, Detroit, Michigan            48265-3000
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                                 GENERAL MOTORS
                         SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                   -------------------------------------------
                            (Full title of the plan)

                    PETER R. BIBLE, CHIEF ACCOUNTING OFFICER
                           General Motors Corporation
              300 Renaissance Center, Detroit, Michigan 48265-3000
                                 (313) 556-5000
            --------------------------------------------------------
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 GENERAL MOTORS
                         CALCULATION OF REGISTRATION FEE
    ========================================================================
                                     Proposed     Proposed
                                      maximum      maximum
                        Amount       offering     aggregate     Amount of
Title of securities     to be        price per    offering     registration
  to be registered     registered      share*       price*         fee
-------------------  -------------  ----------  ------------  -------------

Class H Common Stock,
  $0.10 par value... 40,000,000 shares  $36.60  $1,464,000,000  $386,496.00

Interests in the General
  Motors Savings-Stock
  Purchase Program for
  Salaried Employees in
  the United States**

   ========================================================================
 *Estimated  solely for the purpose of determining  the  registration  fee.
**In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration  statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plan 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,
1999,  (hereinafter referred to as the "1999 Form 10-K") filed by General Motors
Corporation  (hereinafter  sometimes  referred  to as  "General  Motors"  or the
"Corporation") pursuant to Section 13(a) of the Securities Exchange Act of 1934,
(hereinafter  referred to as the "1934 Act") with the  Securities  and  Exchange
Commission  (hereinafter  referred to as the "Commission");  and (2) the General
Motors  Savings-Stock  Purchase  Program for  Salaried  Employees  in the United
States  (hereinafter  sometimes  referred to as the "Program")  Annual Report on
Form 11-K for the year ended December 31, 1999  (hereinafter  referred to as the
"1999 Form 11-K"), filed pursuant to Section 15(d) of the 1934 Act;

         (b)(1) The Quarterly  Reports on Form 10-Q for the quarters ended March
31,  2000 and June 30, 2000 filed by the  Corporation  pursuant to Section 13 of
the 1934 Act;  and (2) The  Current  Reports  on Form 8-K  dated  August 2, 1999
(filed January 14, 2000),  January 13, 2000, January 20, 2000, February 1, 2000,
February 25, 2000 (2), March 1, 2000,  March 6, 2000,  March 7, 2000,  March 13,
2000 (3), March 31, 2000, April 13, 2000 (amendment filed April 18, 2000), April
27, 2000, May 2, 2000, May 4, 2000, May 9, 2000 (2 - exact  duplicate),  June 6,
2000 (2),  June 12,  2000,  July 25,  2000,  August 16,  2000,  August 24, 2000,
September 14, 2000, September 15, 2000, and September 28, 2000 were 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 6, 2000,  filed pursuant to
Section 13 of the 1934 Act.

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

Item 5.  Interests of Named Experts and Counsel.

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

                                      II-1
PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

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

         Under Article Fifth 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 Fifth of
the By-Laws or  otherwise.  If a claim for  indemnification  or  advancement  of
expenses by an officer or  director  under  Article  Fifth 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  Fifth 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 Fifth 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 Fifth of the By-Laws.

                                      II-2
PART II (continued)

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

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

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

Item 8.  Exhibits.

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

(4)(a)   General Motors Corporation  Restated  Certificate of
         Incorporation,  as amended,  filed as Exhibit  3(i) to the
         Current  Report on Form 8-K of General  Motors dated June 6,
         2000,  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; 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; and as further
         amended by the Certificate of Designations filed with the
         Secretary of State of the State of Delaware on June 24,
         1999 (pertaining to Series H 6.25% Automatically
         Convertible Preference Stock), incorporated by reference to
         Exhibit 4(a) to Form S-8 Registration Statement No.
         333-31846 in the Form SE of General Motors dated March 6,
         2000. .....................................................      N/A

 (4)(b)  By-Laws of General  Motors  Corporation,  as amended,
         incorporated  by reference to Exhibit 3(ii) to the Current
         Report on Form 8-K of General Motors   Corporation   dated
         March  2,  1998;   as  further   amended, incorporated  by
         reference to Exhibit  3(ii) to the Current  Reports on
         Form 8-K of General Motors  Corporation  dated June 24, 1999,
         August 2, 1999, March 6, 2000, and June 6, 2000. ..........      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 Program 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 Program.....................................      N/A

(23)(a)  Consent of Independent Auditors - Deloitte & Touche LLP....    II-10

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

Item 9.  Undertakings.

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

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

                                      II-4

                             PART II (concluded)

Item 9.  Undertakings (concluded).

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

                                      II-5

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Detroit, State of Michigan, on October 3, 2000.

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

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been  signed on  October  3, 2000 by the  following
persons in the capacities indicated.

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

/s/JOHN F. SMITH, JR.                  Chairman of the Board of Directors
------------------------------
(John F. Smith, Jr.)

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

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

/s/JOHN D. FINNEGAN                    Executive Vice President    )
------------------------------                 and Acting          )
(John D. Finnegan)                     Chief Financial Officer     )
                                                                   )Principal
                                                                   )Financial
/s/ERIC A. FELDSTEIN                        Vice President and     )Officers
------------------------------                   Treasurer         )
(Eric A. Feldstein)                                                )

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

                                      II-6
SIGNATURES (continued)

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

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

/s/JOHN H. BRYAN                                Director
--------------------------------
(John H. Bryan)

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

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

/s/NOBUYUKI IDEI                                Director
--------------------------------
(Nobuyuki Idei)

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

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

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

/s/LLOYD D. WARD                                Director
--------------------------------
(Lloyd D. Ward)

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

                                      II-7

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees  have 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 October 3, 2000.

                                       GENERAL MOTORS SAVINGS STOCK
                                       PURCHASE PROGRAM FOR SALARIED
                                       EMPLOYEES IN THE UNITED STATES
                                       ------------------------------
                                                 (Program)

                                       By:  /s/JEAN ROSE
                                            --------------------------
                                            (Jean Rose, Director)

                                      II-8