SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004





                                   FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                     THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) May 29, 1996
                                  --------------




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




      STATE OF DELAWARE                 1-143                 38-0572515
- ----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)




    767 Fifth Avenue, New York, New York                     10153-0075
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
- --------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------















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ITEM 5. OTHER EVENTS

         On May 29, 1996 Electronic Data Systems Holding Corporation filed a 
Quarterly Report on Form 10-Q for the three month period ended March 31, 1996 
which reported the same legal proceedings and financial information for 
Electronic Data Systems Corporation as were reported in the General Motors 
Corporation Quarterly Report on Form 10-Q for the three month period ended 
March 31, 1996 filed with the Securities and Exchange Commission on May 15, 
1996, except that Part II, Item 1. "Legal Proceedings" and the penultimate 
paragraph of the management's discussion and analysis section entitled 
"Restructuring Activities" were revised.  The Legal Proceedings section and 
the revised paragraph are set forth below:

      Legal Proceedings

      Two suits, Stephen A. Solomon v. General Motors Corporation, et al. and 
      TRV Holding Company v. General Motors Corporation, et al., 
      (collectively "Solomon/TRV"), were filed in Delaware Chancery Court on 
      May 13 and 18, 1994, respectively.  Such actions have been 
      consolidated, and a consolidated amended complaint was filed on April 
      2, 1996.  In addition, on May 10, 1996, a second amended and 
      supplemental consolidated complaint (the "Second Amended Complaint") 
      was filed by plaintiffs in this action.  Another lawsuit, Ward et al., 
      as Trustees for the Eisenberg Children's Irrevocable Trust II v. 
      General Motors Corporation, et al. ("Ward"), was filed in Delaware 
      Chancery Court on November 15, 1995.  On May 17, 1996, Solomon/TRV and 
      Ward (collectively, "Solomon/TRV/Ward") were consolidated and the 
      Second Amended Complaint was adopted as the complaint for the 
      consolidated action.

      Solomon/TRV/Ward purports to be a class action brought on behalf of 
      holders of Class E common stock, $0.10 par value per share (the "Class 
      E Common Stock"), of General Motors Corporation, a Delaware corporation 
      ("General Motors"), against certain present and former directors of 
      General Motors, as well as a double derivative action brought on behalf 
      of EDS against certain present and former directors of General Motors 
      and certain former directors of EDS (all of whom are also directors or 
      officers of General Motors).  EDS is named in the complaint only as a 
      nominal defendant with respect to the double derivative action.  The 
      Second Amended Complaint alleges that defendants have breached and are 
      continuing to breach their fiduciary duties in connection with their 
      conduct with respect to EDS and the proposed split-off of EDS from 
      General Motors (the "Split-Off").  In particular, the complaint alleges 
      that the process of establishing terms for the Split-Off, including the 
      consideration of alternatives to such transaction and the negotiating 
      process in connection therewith, was unfairly dominated and controlled 
      by General Motors and that the resulting terms unfairly benefit General 
      Motors and its continuing shareholders (including the holders of common 
      stock, $1-2/3 par value per share (the "$1-2/3 Common Stock"), and the 
      Class H common stock, $0.10 par value per share (the "Class H Common 
      Stock"), of General Motors) to the detriment of EDS and the holders of 
      Class E Common Stock.  The complaint also alleges that the Split-Off 
      would unfairly effect a disposition of EDS because it would not provide 
      for a recapitalization of the Class E Common Stock into $1-2/3 Common 
      Stock at a 120% exchange ratio, as currently provided in the General 
      Motors Certificate of Incorporation upon a disposition by General 
      Motors of substantially all of the business of EDS.  Furthermore, the 
      complaint alleges that the solicitation of consents by General Motors 
      with respect to the proposed Split-Off is wrongfully coercive and the 
      solicitation statement being used in connection therewith is materially 
      deficient.  The Second Amended Complaint seeks monetary damages from 
      the defendants, as well as an injunction against further action in 
      connection with the Split-Off.  In addition, the complaint seeks an 
      order appointing independent representatives to act on behalf of and 
      protect the interests of EDS and the holders of Class E Common Stock.  
      The complaint also seeks an order requiring the defendants to 
      disseminate completely all material information to the holders of Class 
      E Common Stock in connection with the Split-Off.


                                        -2-


      On May 10, 1996, the plaintiffs in the consolidated action filed a 
      motion for expedited proceedings, including a request for a hearing on 
      their application for a preliminary injunction against further action 
      in connection with the Split-Off.  As a result of such application, a 
      hearing on the plaintiffs' application for a preliminary injunction had 
      been scheduled for May 30, 1996.  On May 23, 1996, after limited 
      discovery, the plaintiffs counsel informed the court that plaintiffs 
      had concluded that adequate relief could be afforded to the plaintiff 
      class members after the Split-Off is consummated and were withdrawing 
      their application for expedited proceedings including a preliminary 
      injunction hearing.  Accordingly, in these proceedings plaintiffs are 
      no longer pursuing an injunction to prevent consummation of the 
      Split-Off.

      EDS and General Motors believe that the action described above is 
      without merit and, to the extent that they are parties thereto, they 
      intend to defend against this action vigorously.

      Restructuring Activities

      EDS will incur a pre-tax non-recurring charge in the second quarter of 
      1996 in connection with the restructuring actions discussed above. The 
      amount of the aggregate charge (including the employee related actions, 
      asset writedowns, and other actions being considered) will depend on 
      the number of employees who elect to accept early retirement offers and 
      the determination of which EDS business functions and related 
      facilities would be eliminated or consolidated.  EDS has estimated that 
      all such actions could result in an aggregate pre-tax non-recurring 
      charge in the second quarter of 1996 in the range of  $500.0 million to 
      $750.0 million (between $.66 and $.99 per share, after tax).  Although 
      EDS is continuing to evaluate these matters, it is currently 
      considering actions which, including those that may be taken after the 
      proposed Split-Off, may result in an aggregate charge at the higher end 
      of this range.  A portion of the contemplated charge will be of a 
      non-cash nature, the amount of which has not yet been determined.  EDS 
      expects that any restructuring actions implemented by it will result in 
      savings commencing in the second half of 1996. The restructuring 
      activities discussed above are not contingent upon the approval or 
      consummation of the Split-Off.



                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.



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

Date    May 30, 1996
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                                            By

                                            s/Wallace W. Creek
                                            -------------------------------
                                            (Wallace W. Creek, Comptroller)


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