As filed with the Securities and Exchange Commission on February 10, 1998.
                                                    Registration No. 333-

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

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

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

  100 Renaissance Center, Detroit, Michigan            48243-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                                 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
              3044 West Grand Blvd., Detroit, Michigan 48202-3091
                                (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.... 23,000,000 shares $34.00   $782,000,000   $236,969.70
                                                                -----------
                                                           Total$236,969.70
 ................................................................===========

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,
1996 (hereinafter  referred to as the "1996 Form 10-K"), which has been filed by
General  Motors  Corporation  (hereinafter  sometimes  referred  to as  "General
Motors"  or the  "Corporation")  with the  Securities  and  Exchange  Commission
(hereinafter  referred to as the "Commission")  pursuant to Section 13(a) of the
Securities  Exchange  Act of 1934,  as amended  (hereinafter  referred to as the
"1934  Act"),  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, 1996
(hereinafter  referred to as the "1996 Form  11-K"),  filed  pursuant to Section
15(d) of the 1934 Act.  The  consolidated  financial  statements  and  financial
statement  schedule included in the 1996 Form 10-K and the financial  statements
of the Program included in the 1996 Form 11-K, incorporated by reference herein,
have been audited by Deloitte & Touche LLP, independent  auditors,  as stated in
their respective  reports  appearing  therein,  and have been so incorporated in
reliance  upon such reports given upon the authority of said firms as experts in
accounting and auditing;

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997 filed by the Corporation pursuant to
Section 13 of the 1934 Act;

         (c) The Current Reports on Form 8-K dated January 16, 1997, January 27,
1997,  March 12, 1997, April 14, 1997, May 23, 1997, May 27, 1997, July 1, 1997,
July 14, 1997,  October 6, 1997, October 13, 1997,  November 21, 1997,  November
24, 1997,  December 17, 1997, January 9, 1998, January 26, 1998, and February 9,
1998 filed by the Corporation pursuant to Section 13(a) of the 1934 Act; and

         (d) 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  December 17, 1997,  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  have been
passed upon by Martin I. Darvick, Attorney, Legal Staff of the Corporation.  Mr.
Darvick  owns shares of General  Motors  $1-2/3 par value  common  stock and has
options to purchase  additional shares of General Motors $1-2/3 par value common
stock.




                                      II-1


<PAGE>



                              PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

         Under Article V of its By-Laws, as amended ("By-Laws"), the Corporation
shall indemnify and advance  expenses to every director and officer (and to such
person's heirs, executors, administrators or other legal representatives) in the
manner  and to the full  extent  permitted  by  applicable  law as it  presently
exists,  or may  hereafter  be amended,  against any and all amounts  (including
judgments,  fines,  payments in settlement,  attorneys' fees and other expenses)
reasonably  incurred  by or on behalf  of such  person  in  connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  ("a  proceeding"),  in which  such
director  or officer  was or is made or is  threatened  to be made a party or is
otherwise  involved  by reason of the fact that such person is or was a director
or  officer  of the  Corporation,  or is or was  serving  at the  request of the
Corporation as a director,  officer, employee,  fiduciary or member of any other
corporation,   partnership,   joint  venture,   trust,   organization  or  other
enterprise.  The  Corporation  shall not be  required  to  indemnify a person in
connection with a proceeding  initiated by such person if the proceeding was not
authorized by the Board of Directors of the Corporation.  The Corporation  shall
pay the expenses of directors and officers  incurred in defending any proceeding
in advance  of its final  disposition  ("advancement  of  expenses");  provided,
however,  that the  payment of  expenses  incurred  by a director  or officer in
advance  of the  final  disposition  of the  proceeding  shall be made only upon
receipt of an  undertaking  by the  director  or  officer  to repay all  amounts
advanced if it should be ultimately  determined  that the director or officer is
not entitled to be indemnified under Article V of the By-Laws or otherwise. If a
claim for  indemnification  or advancement of expenses by an officer or director
under  Article V of the By-Laws is not paid in full  within  ninety days after a
written claim  therefor has been received by the  Corporation,  the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part,  shall be entitled to be paid the expense of prosecuting such claim.
In any such  action the  Corporation  shall have the burden of proving  that the
claimant was not entitled to the requested  indemnification  or  advancement  of
expenses under  applicable law. The rights  conferred on any person by Article V
of the By-Laws  shall not be exclusive of any other rights which such person may
have or  hereafter  acquire  under any statute,  provision of the  Corporation's
Restated   Certificate  of   Incorporation  or  By-Laws,   agreement,   vote  of
stockholders or disinterested directors or otherwise.

         The  Corporation is insured against  liabilities  which it may incur by
reason of Article V of its  By-Laws.  In  addition,  directors  and officers are
insured,  at the  Corporation's  expense,  against some liabilities  which might
arise  out of their  employment  and not be  subject  to  indemnification  under
Article V of the By-Laws.


                                      II-2


<PAGE>


                              PART II (continued)

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

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

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

Item 8.  Exhibits.

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

 (4)(a)  General Motors Corporation  Restated Certificate of 
         Incorporation filed as Exhibit  3(i) to the  Current  
         Report on Form 8-K of General  Motors dated  December  17,
         1997  and  Amendment  to  Article  Fourth  of the Certificate
         of  Incorporation  - Division III - Preference  Stock,  by
         reason of the Certificates of Designations  filed with the
         Secretary of State  of  the  State  of  Delaware  on  
         September  14,  1987  and  the Certificate  of Decrease 
         filed with the Secretary of State of the State of Delaware 
         on  September  29,  1987  (pertaining  to the Six Series of
         Preference  Stock  contributed to the General  Motors pension
         trusts), incorporated by reference to Exhibit 19 to the 
         Quarterly Report on Form 10-Q of General  Motors for the 
         quarter ended June 30, 1990 in the Form SE of General  
         Motors dated August 6, 1990;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of 
         State of the State of Delaware on June 28, 1991  (pertaining  
         to Series A Conversion Preference  Stock),  incorporated  by 
         reference to Exhibit 4(a) to Form S-8  Registration  Statement
         No.  33-43744  in the Form SE of  General Motors dated November
         1, 1991; as further amended by the Certificate of Designations 
         filed with the Secretary of State of the State of Delaware
         on December 9, 1991 (pertaining to Series B 9-1/8%  Preference
         Stock), incorporated  by  reference  to Exhibit  4(a) to Form
         S-3  Registration Statement No.  33-45216 in the Form SE of 
         General  Motors dated January 27, 1992; as further amended 
         by the  Certificate of Designations  filed with the  Secretary
         of State of the State of Delaware on February  14, 1992  
         (pertaining   to  Series  C   Convertible   Preference   Stock),
         incorporated  by reference to Exhibit 3(a) to the Annual Report
         on Form 10-K of General Motors for the year ended December 31, 
         1991 in the Form SE of General  Motors dated March 20, 1992;  
         as further  amended by the Certificate  of  Designations  
         filed with the Secretary of State of the State  of  Delaware  
         on July 15,  1992  (pertaining  to  Series D 7.92%
         Preference Stock),  incorporated by reference to Exhibit 
         3(a)(2) to the Quarterly  Report on Form 10-Q of General  
         Motors for the quarter ended June 30, 1992 in the Form SE of 
         General  Motors  dated August 10, 1992; and as further amended 
         by the  Certificate of  Designations  filed with the Secretary 
         of State of the State of Delaware on

                                      II-3

                              PART II (continued)

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

Item 8.  Exhibits (concluded).

 (4)(a)  December 15, 1992 (pertaining to Series G 9.12% Preference
         Stock), incorporated by reference to Exhibit 4(a) to Form
         S-3 Registration Statement No. 33-49309 in the Form SE of
         General Motors dated January 25, 1993.......................    N/A

 (4)(b)  By-Laws  included as Exhibit 3(ii) to the Current Report on
         Form 8-K of General Motors dated December 17, 1997..........    N/A

 (5)(a)  Opinion and consent of Martin I. Darvick, Attorney, Legal
         Staff of General Motors, in respect of the legality of
         the securities to be registered hereunder...................   II-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 February 9, 1998.

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

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on  February  9, 1998 by the  following
persons in the capacities indicated.

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

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

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


/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )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                        Chief Accounting Officer  )
------------------------------                                     )
(Peter R. Bible)                                                   )












                                      II-6


<PAGE>



                             SIGNATURES (continued)


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


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

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

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

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

/s/CHARLES T. FISHER, III                       Director
--------------------------------
(Charles T. Fisher, III)

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

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

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

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

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

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

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

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

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



                                      II-7



                             SIGNATURES (concluded)


         The Program.  Pursuant to the  requirements  of the  Securities  Act of
1933, the General Motors  Savings-Stock  Purchase Program for Salaried Employees
in the United States 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 February 9, 1998.


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




                                       By

                                          /s/JOHN F. SMITH, JR.
                                         -----------------------------
                                         (John F. Smith, Jr., Chairman,
                                          the President's Council)


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  below  on  February  9,  1998 by the
following  persons  as  members of the  President's  Council  of General  Motors
Corporation,  the  Committee  thereunto  duly  appointed  with  full  power  and
authority to construe, interpret and administer the said Program.


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


/s/JOHN F. SMITH, JR.                 Chairman
-------------------------
(John F. Smith, Jr.)


                                      Member
-------------------------
(Louis R. Hughes)


/s/J. MICHAEL LOSH                    Member
-------------------------
(J. Michael Losh)


/s/HARRY J. PEARCE                    Member
-------------------------
(Harry J. Pearce)


/s/G. RICHARD WAGONER, JR.            Member
-------------------------
(G. Richard Wagoner, Jr.)






                                      II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26203}]
{"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": "333-45961", "film-number": "98529152"}, "business-address": {"street1": "100 RENAISSANCE CTR", "street2": "3044 W GRAND BLVD", "city": "DETROIT", "state": "MI", "zip": "48243-7301", "phone": "3135565000"}}
As filed with the Securities and Exchange Commission on February 10, 1998.
                                                    Registration No. 333-

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

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

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

  100 Renaissance Center, Detroit, Michigan            48243-7301
3044 West Grand Boulevard, Detroit, Michigan           48202-3091
--------------------------------------------           ----------
(Address of Principal Executive Offices)               (Zip Code)

                                 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
              3044 West Grand Blvd., Detroit, Michigan 48202-3091
                                (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.... 23,000,000 shares $34.00   $782,000,000   $236,969.70
                                                                -----------
                                                           Total$236,969.70
 ................................................................===========

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,
1996 (hereinafter  referred to as the "1996 Form 10-K"), which has been filed by
General  Motors  Corporation  (hereinafter  sometimes  referred  to as  "General
Motors"  or the  "Corporation")  with the  Securities  and  Exchange  Commission
(hereinafter  referred to as the "Commission")  pursuant to Section 13(a) of the
Securities  Exchange  Act of 1934,  as amended  (hereinafter  referred to as the
"1934  Act"),  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, 1996
(hereinafter  referred to as the "1996 Form  11-K"),  filed  pursuant to Section
15(d) of the 1934 Act.  The  consolidated  financial  statements  and  financial
statement  schedule included in the 1996 Form 10-K and the financial  statements
of the Program included in the 1996 Form 11-K, incorporated by reference herein,
have been audited by Deloitte & Touche LLP, independent  auditors,  as stated in
their respective  reports  appearing  therein,  and have been so incorporated in
reliance  upon such reports given upon the authority of said firms as experts in
accounting and auditing;

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997 filed by the Corporation pursuant to
Section 13 of the 1934 Act;

         (c) The Current Reports on Form 8-K dated January 16, 1997, January 27,
1997,  March 12, 1997, April 14, 1997, May 23, 1997, May 27, 1997, July 1, 1997,
July 14, 1997,  October 6, 1997, October 13, 1997,  November 21, 1997,  November
24, 1997,  December 17, 1997, January 9, 1998, January 26, 1998, and February 9,
1998 filed by the Corporation pursuant to Section 13(a) of the 1934 Act; and

         (d) 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  December 17, 1997,  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  have been
passed upon by Martin I. Darvick, Attorney, Legal Staff of the Corporation.  Mr.
Darvick  owns shares of General  Motors  $1-2/3 par value  common  stock and has
options to purchase  additional shares of General Motors $1-2/3 par value common
stock.

                                      II-1
PART II (continued)

Item 6.  Indemnification of Directors and Officers.

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

         Under Article V of its By-Laws, as amended ("By-Laws"), the Corporation
shall indemnify and advance  expenses to every director and officer (and to such
person's heirs, executors, administrators or other legal representatives) in the
manner  and to the full  extent  permitted  by  applicable  law as it  presently
exists,  or may  hereafter  be amended,  against any and all amounts  (including
judgments,  fines,  payments in settlement,  attorneys' fees and other expenses)
reasonably  incurred  by or on behalf  of such  person  in  connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  ("a  proceeding"),  in which  such
director  or officer  was or is made or is  threatened  to be made a party or is
otherwise  involved  by reason of the fact that such person is or was a director
or  officer  of the  Corporation,  or is or was  serving  at the  request of the
Corporation as a director,  officer, employee,  fiduciary or member of any other
corporation,   partnership,   joint  venture,   trust,   organization  or  other
enterprise.  The  Corporation  shall not be  required  to  indemnify a person in
connection with a proceeding  initiated by such person if the proceeding was not
authorized by the Board of Directors of the Corporation.  The Corporation  shall
pay the expenses of directors and officers  incurred in defending any proceeding
in advance  of its final  disposition  ("advancement  of  expenses");  provided,
however,  that the  payment of  expenses  incurred  by a director  or officer in
advance  of the  final  disposition  of the  proceeding  shall be made only upon
receipt of an  undertaking  by the  director  or  officer  to repay all  amounts
advanced if it should be ultimately  determined  that the director or officer is
not entitled to be indemnified under Article V of the By-Laws or otherwise. If a
claim for  indemnification  or advancement of expenses by an officer or director
under  Article V of the By-Laws is not paid in full  within  ninety days after a
written claim  therefor has been received by the  Corporation,  the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part,  shall be entitled to be paid the expense of prosecuting such claim.
In any such  action the  Corporation  shall have the burden of proving  that the
claimant was not entitled to the requested  indemnification  or  advancement  of
expenses under  applicable law. The rights  conferred on any person by Article V
of the By-Laws  shall not be exclusive of any other rights which such person may
have or  hereafter  acquire  under any statute,  provision of the  Corporation's
Restated   Certificate  of   Incorporation  or  By-Laws,   agreement,   vote  of
stockholders or disinterested directors or otherwise.

         The  Corporation is insured against  liabilities  which it may incur by
reason of Article V of its  By-Laws.  In  addition,  directors  and officers are
insured,  at the  Corporation's  expense,  against some liabilities  which might
arise  out of their  employment  and not be  subject  to  indemnification  under
Article V of the By-Laws.

                                      II-2
PART II (continued)

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

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

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

Item 8.  Exhibits.

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

 (4)(a)  General Motors Corporation  Restated Certificate of 
         Incorporation filed as Exhibit  3(i) to the  Current  
         Report on Form 8-K of General  Motors dated  December  17,
         1997  and  Amendment  to  Article  Fourth  of the Certificate
         of  Incorporation  - Division III - Preference  Stock,  by
         reason of the Certificates of Designations  filed with the
         Secretary of State  of  the  State  of  Delaware  on  
         September  14,  1987  and  the Certificate  of Decrease 
         filed with the Secretary of State of the State of Delaware 
         on  September  29,  1987  (pertaining  to the Six Series of
         Preference  Stock  contributed to the General  Motors pension
         trusts), incorporated by reference to Exhibit 19 to the 
         Quarterly Report on Form 10-Q of General  Motors for the 
         quarter ended June 30, 1990 in the Form SE of General  
         Motors dated August 6, 1990;  as further  amended by the
         Certificate  of  Designations  filed with the Secretary of 
         State of the State of Delaware on June 28, 1991  (pertaining  
         to Series A Conversion Preference  Stock),  incorporated  by 
         reference to Exhibit 4(a) to Form S-8  Registration  Statement
         No.  33-43744  in the Form SE of  General Motors dated November
         1, 1991; as further amended by the Certificate of Designations 
         filed with the Secretary of State of the State of Delaware
         on December 9, 1991 (pertaining to Series B 9-1/8%  Preference
         Stock), incorporated  by  reference  to Exhibit  4(a) to Form
         S-3  Registration Statement No.  33-45216 in the Form SE of 
         General  Motors dated January 27, 1992; as further amended 
         by the  Certificate of Designations  filed with the  Secretary
         of State of the State of Delaware on February  14, 1992  
         (pertaining   to  Series  C   Convertible   Preference   Stock),
         incorporated  by reference to Exhibit 3(a) to the Annual Report
         on Form 10-K of General Motors for the year ended December 31, 
         1991 in the Form SE of General  Motors dated March 20, 1992;  
         as further  amended by the Certificate  of  Designations  
         filed with the Secretary of State of the State  of  Delaware  
         on July 15,  1992  (pertaining  to  Series D 7.92%
         Preference Stock),  incorporated by reference to Exhibit 
         3(a)(2) to the Quarterly  Report on Form 10-Q of General  
         Motors for the quarter ended June 30, 1992 in the Form SE of 
         General  Motors  dated August 10, 1992; and as further amended 
         by the  Certificate of  Designations  filed with the Secretary 
         of State of the State of Delaware on

                                      II-3

                              PART II (continued)

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

Item 8.  Exhibits (concluded).

 (4)(a)  December 15, 1992 (pertaining to Series G 9.12% Preference
         Stock), incorporated by reference to Exhibit 4(a) to Form
         S-3 Registration Statement No. 33-49309 in the Form SE of
         General Motors dated January 25, 1993.......................    N/A

 (4)(b)  By-Laws  included as Exhibit 3(ii) to the Current Report on
         Form 8-K of General Motors dated December 17, 1997..........    N/A

 (5)(a)  Opinion and consent of Martin I. Darvick, Attorney, Legal
         Staff of General Motors, in respect of the legality of
         the securities to be registered hereunder...................   II-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 February 9, 1998.

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

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed on  February  9, 1998 by the  following
persons in the capacities indicated.

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

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

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

/s/J. MICHAEL LOSH                     Executive Vice President and)
------------------------------            Chief Financial Officer  )
(J. Michael Losh)                                                  )
                                                                   )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                        Chief Accounting Officer  )
------------------------------                                     )
(Peter R. Bible)                                                   )

                                      II-6
SIGNATURES (continued)

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

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

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

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

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

/s/CHARLES T. FISHER, III                       Director
--------------------------------
(Charles T. Fisher, III)

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

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

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

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

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

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

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

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

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

                                      II-7

                             SIGNATURES (concluded)

         The Program.  Pursuant to the  requirements  of the  Securities  Act of
1933, the General Motors  Savings-Stock  Purchase Program for Salaried Employees
in the United States 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 February 9, 1998.

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

                                       By

                                          /s/JOHN F. SMITH, JR.
                                         -----------------------------
                                         (John F. Smith, Jr., Chairman,
                                          the President's Council)

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  below  on  February  9,  1998 by the
following  persons  as  members of the  President's  Council  of General  Motors
Corporation,  the  Committee  thereunto  duly  appointed  with  full  power  and
authority to construe, interpret and administer the said Program.

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

/s/JOHN F. SMITH, JR.                 Chairman
-------------------------
(John F. Smith, Jr.)

                                      Member
-------------------------
(Louis R. Hughes)

/s/J. MICHAEL LOSH                    Member
-------------------------
(J. Michael Losh)

/s/HARRY J. PEARCE                    Member
-------------------------
(Harry J. Pearce)

/s/G. RICHARD WAGONER, JR.            Member
-------------------------
(G. Richard Wagoner, Jr.)

                                      II-8