GENERAL MOTORS CORPORATION
                        DIVIDEND AND CASH INVESTMENT PLAN



                                   PROSPECTUS
                               DATED JUNE 10, 1999









                        DIVIDEND AND CASH INVESTMENT PLAN


We are  pleased to share with you a plan that  offers  owners of General  Motors
Common Stock,  $1 2/3 par value ("GM Stock"),  a convenient and automatic way to
increase  your GM Stock  ownership.  We  invite  you to take  advantage  of this
opportunity  to  systematically  increase  your  investment  in GM  through  our
enhanced Dividend and Cash Investment Plan (the "Plan").

If you are a registered  owner of at least one share of GM Stock,  you may elect
to automatically  reinvest all or part of your dividends in additional shares of
GM Stock.  Once you join the Plan,  the purchase of  additional GM Stock through
dividend reinvestment requires no further action on your part.

   
   -  All or part of the cash  dividends  you are  entitled  to  receive on your
      shares of GM Stock may be invested  automatically  to purchase  additional
      shares.
   -  Each of your transactions is detailed in a comprehensive statement,  which
      will provide  confirmation  of your  investments  and current Plan account
      balance.  You may also make optional cash  investments  in GM Stock at any
      time by check or money order.
   -  GM pays all  administrative  fees for any of your transactions noted above
      as well as the brokerage commissions for any shares purchased for you.
    

There is a modest charge for the following Plan features:

   
   -  Automatic   withdrawal  of  funds  from  your  bank  account  to  purchase
      additional shares of GM Stock.
   -  Each sale of GM Stock from your Plan account.
    

The  following  pages of this  Prospectus  constitute  the  complete  terms  and
conditions of the Plan and are presented to you in  question-and-answer  format.
Please read the Prospectus  carefully prior to enrolling and retain this booklet
for future reference.

You may enroll by calling our Plan  Administrator at GM Shareholder  Services at
1-800-331-9922.  If you are currently a participant  in the prior General Motors
Dividend  Reinvestment Plan, you will automatically become a participant in this
Plan.  It is  not  necessary  to  re-enroll.  If you  have  questions,  or  need
additional  information  to  make  your  enrollment  decision,  our  Shareholder
Services  representatives will be happy to discuss the features of the Plan with
you.


General Motors Corporation
June 10, 1999





                                  PLAN SUMMARY


ELIGIBILITY
Only  stockholders  owning  one or more  shares  of GM  Stock  are  eligible  to
participate in the Plan.
   
   -  If you are a  registered  stockholder  (which  means you receive  dividend
      payments directly from GM), you may enroll immediately by calling the Plan
      Administrator at the phone number listed below.
   -  If your GM Stock is held  through a broker or a bank (in  "street  name"),
      please  inquire  about  potential   participation   through  your  account
      representative.
    

ENROLLMENT
You may enroll in the Plan by calling GM Shareholder  Services at EquiServe (the
"Plan Administrator") at 1-800-331-9922.

DIVIDEND REINVESTMENT AND PURCHASE OF GM STOCK
   
- -  All or part of your cash dividends are automatically reinvested.
- -  You may purchase additional shares through optional cash investments.
- -  You are subject to a $25 minimum for each optional cash investment you
   make.
- -  You may make optional cash investments of up to $150,000 annually.
    

PLAN FEATURES
   
- - Optional  telephone  service to enroll in the Plan or sell your Plan shares of
  GM Stock.
- - Weekly investment of optional cash purchases.
- - General Motors pays all costs for recordkeeping, reports, custody, and
  administration.
- - Brokerage commissions on all purchases of GM Stock are paid by General
  Motors.
- - Accounts are credited with fractional shares.
- - Optional automatic credit and debit of your bank account.
    

SALE OF GM STOCK
   
- -  You  may  sell  GM  Stock  held  in  your  Plan  account   through  the  Plan
   Administrator by telephone or letter.
- -  You will pay a nominal  brokerage  commission and service fee on each sale of
   your GM Stock through the Plan.
- -  You may also  request  certificates  for your GM  Stock  and sell the  shares
   through a broker of your choice.
    

RECORDKEEPING AND ADMINISTRATION
   
- - Statements  detailing your current Plan account  balance and activity will be
  issued to you each time there is an account  transaction.  This  provides you
  with a record of all your GM Stock purchases and sales.
- - GM  Stock  purchased  for  you is  held  in  your  Plan  account  by the  Plan
  Administrator.
    




Participation
Who is eligible to enroll in the Plan?
If you  are a  registered  owner  of one or more  shares  of GM  Stock,  you may
participate  immediately  in the Plan.  You can elect to reinvest all or part of
your  quarterly  dividends  and/or make  optional cash  investments  to purchase
additional shares of GM Stock.

If your GM  Stock is held in  "street  name",  you may  inquire  about  dividend
reinvestment and optional cash purchase through your account representative. One
option  is to  register  some or all of your GM stock  directly  in your name in
order to participate in GM's Plan. Any fees or charges  assessed by your bank or
broker are your responsibility and will not be paid by General Motors.

If you  do  not  currently  own  GM  Stock,  you  can  participate  in the  Plan
immediately after acquiring your first share.

How do I enroll in the Plan?
After reading this Prospectus, you can enroll by calling our Plan Administrator,
EquiServe,  at  1-800-331-9922.  EquiServe  will answer any  questions  you have
regarding the Plan and can enroll you immediately over the phone.

After enrolling in the Plan, when will the  reinvestment of my dividends  begin?
Your  dividends  will begin to be reinvested  with the next paid cash  dividend,
provided your enrollment is received by the Plan  Administrator at least one day
prior to the dividend record date.

You may also make optional cash  investments to purchase GM Stock as soon as you
join the Plan.

Plan  Administration  and  Custodial  Service  What  is the  role  of  the  Plan
Administrator?
GM's Plan Administrator,  EquiServe (or a successor selected by General Motors),
maintains GM's registered  stockholder records. The Plan Administrator  receives
and  reinvests  the  cash  dividends  and  optional  cash  investments  for Plan
accounts.  The Plan  Administrator  also  prepares and mails  statements to each
participant  that provide an accurate record of the  participant's  Plan account
activity and share balance.

How does the Plan's custodial service work?
The Plan provides custodial services by holding all shares of GM Stock purchased
through the Plan on behalf of the Plan participants.  GM Stock purchased on your
behalf is added to your Plan account. In addition, this custodial service offers
you the option of sending your GM Stock  certificates to the Plan  Administrator
for  safekeeping  and the shares will be included in your Plan balance.  Sending
your stock certificates to the Plan Administrator  permits you to take advantage
of the low costs  involved if you sell your GM Stock  through the Plan.  It also
eliminates  worry  about  losing  your  stock  certificates  and paying the fees
required to obtain replacement certificates.






What reports will I be sent?
You will receive, from the Plan Administrator,  quarterly statements summarizing
all transactions that occurred during the prior quarter in your Plan account. In
addition,  as soon as practicable after each optional cash investment or sale of
GM Stock, an account  statement will be mailed to you detailing your purchase(s)
or  sale(s)  of  GM  Stock.  The  statements  will  show  the  date(s)  of  your
transaction(s),  the shares  purchased or sold, and the total amount of GM Stock
in your  account.  These  statements  are your  continuing  records  of  current
activity and should be retained for tax purposes.

Optional Plan Features
Am I required to reinvest all of my cash dividends if I participate in the Plan?
The Plan  offers  you the  flexibility  of  investing  all or part of your  cash
dividends.  You may also continue to receive 100% of your  dividends and use the
Plan to purchase GM Stock by making optional cash investments.

What if my earned  dividends are not  sufficient to purchase a complete share of
GM Stock?  Fractional shares are credited to your account. Future dividends will
be calculated on your total holdings of both whole and fractional shares of GM
Stock.

Are there any restrictions on optional cash  investments?  You may make optional
cash  investments in any amount from $25 per investment up to $150,000 per year.
These  payments must be made in U.S. funds by check,  money order,  or automatic
withdrawal from your checking or savings account drawn on a United States bank.

You may make these optional cash investments on a regular basis, or you may vary
the amount and timing of each investment.  If you would like to make an optional
cash  investment  exceeding the annual  maximum,  you must first obtain  General
Motors'  approval.  These  requests for approval  should be directed to the Plan
Administrator.  It is totally within GM's  discretion  whether to grant any such
approval.

If I make  optional  cash  investments,  when will  these  shares of GM Stock be
bought and credited to my account?  You may submit optional cash  investments to
the Plan Administrator at any time.  However,  GM Stock will be purchased by the
Plan  Administrator  during  the week  following  receipt  of your  funds.  Your
optional  cash   investments   for  any  week  must  be  received  by  the  Plan
Administrator  by Friday at 1 p.m.  Eastern time for  investment  the  following
week.  GM Stock  purchased  will be  credited  to your  account on the third day
following  the purchase date and will be credited at the average price of all GM
Stock purchased for the Plan during the purchase period.  No interest is paid on
funds held for investment.







Where do I send my optional cash investments?
Upon request,  the Plan  Administrator will provide you with your first optional
cash investment  form and  subsequently an investment form will be included with
each Plan account statement you receive.

Checks or money orders in U.S. currency should be made payable to
BankBoston, N.A.  and mailed to:

      EquiServe
      General Motors Corporation
      P.O. Box 370042
      Boston, MA  02241-0742

Please note that a delivery to any other address may cause your investment to be
delayed. It is also important to indicate your Plan account number on your check
or money order and include an optional  cash  investment  form in the  envelope.
Third-party checks will not be accepted.

There is a $25 service charge imposed for any deposit  returned  unpaid.  If the
deposit is returned,  the investment will be considered "void", and a portion of
the GM Stock from your Plan account will be sold to cover the transaction.  More
GM  Stock  may be sold  than was  purchased  with the  returned  deposit  due to
fluctuations in market price.

Can I make optional cash investments  electronically from my bank account to the
Plan Administrator?  The Plan has the flexibility to either credit or debit your
U.S. bank account,  depending on the features you select.  You may use the debit
feature to make optional cash investments.  You may also elect to electronically
deposit  directly to your bank account all or any part of the dividends that you
do not choose to reinvest.  Electronic  transfer  assures timely receipt of your
funds for investment  purposes and offers the convenience of a prompt deposit of
dividends  into your account.  If you would like to take  advantage of either of
these  features,   please  call  the  Plan  Administrator  and  the  appropriate
enrollment forms will be sent to you.

If you elect this  option,  your funds will be debited from your bank account on
the  25th day of each  month.  If the 25th  day of the  month  is a  weekend  or
holiday,  the debit date will be the  preceding  business day. The funds will be
invested  the  following  Tuesday  provided  that the date is at least three (3)
business days after the debit date. If the next Tuesday is a holiday,  or if the
New York Stock Exchange is closed, the investment will be made the next business
day.






Can I obtain a refund if I change my mind  after  initiating  an  optional  cash
investment?  We cannot  refund your optional  cash  investments  due to the time
constraints involved with weekly purchases. However, once your shares have been
purchased, you may sell them through the Plan.

GM Stock Purchases
When is GM Stock purchased using dividend reinvestment?
If you are  reinvesting  all or part of your  dividends,  and if the GM Stock is
being  purchased  on the open  market,  additional  shares  of GM Stock  will be
purchased  beginning on the dividend payment date and extending over a period of
consecutive days until the dividends of all Plan participants are reinvested. If
GM Stock is  purchased  directly  from GM, it will be  purchased on the dividend
payment  date.  Dividends  on GM Stock are  customarily  paid four times a year:
approximately the 10th of March, June, September, and December.

What is the source of the GM Stock offered  under the Plan?  Prior to the record
date for any dividend payment or investment date for optional cash  investments,
General Motors determines the source of the GM Stock to be purchased from one of
three choices: open market purchases, treasury shares, or original issue shares.
Open market  purchases  are made on any  securities  exchange  where GM Stock is
traded, in the over-the-counter market, or by negotiated transactions.  Treasury
shares and original issue shares are purchased directly from General Motors. The
Plan  Administrator  makes all  decisions as to price,  delivery,  and any other
matters  related  to  purchases  on the  open  market.  As of the  date  of this
Prospectus,  it is General Motors' current policy to have the Plan Administrator
purchase all GM Stock on the open market.

How is my purchase price of GM Stock determined?
Open  market  purchases  of GM Stock are  credited  to your Plan  account at the
average  cost of all  shares  purchased  by the Plan  Administrator  during  the
relevant  investment period.  Original issue and treasury shares are credited to
your Plan  account at the average of the high and low market  prices of GM Stock
as  reported  in The  Wall  Street  Journal,  Eastern  Edition  on the  relevant
investment date.

How many  shares of GM Stock will be  purchased  for my  account?  The number of
whole  shares  and any  fractional  share  (computed  to three  decimal  places)
credited to your Plan account will be based on the amount you invest  divided by
the purchase price of the shares.  This applies to shares  purchased with either
optional cash investments or reinvested dividends.

Will I receive stock  certificates  for shares  purchased  through the Plan? For
your  convenience  and to protect  against loss,  destruction,  or theft,  stock
certificates  will not be  distributed  for shares  purchased  through the Plan.
However,  at your request,  the Plan Administrator will provide you with a stock
certificate at no cost. No certificate will be issued for fractional shares.

Are there any minimum or maximum limitations on dividend reinvestment?  There is
no minimum requirement for dividend reinvestment. The annual maximum is $100,000
per participant.  If you would like to reinvest  dividends  exceeding the annual
maximum,  you must  first  obtain the  specific  approval  of General  Motors by
calling the Plan  Administrator.  It is totally within the discretion of General
Motors whether to grant its approval.

Costs
   
Are there any costs to me to participate in the Plan?
- -  General Motors absorbs almost all administrative fees associated with
    
   reinvesting your dividends or making optional cash investments.  If you elect
   to make an automatic withdrawal from your checking or savings account to make
   optional  investments,  a fee of  $2.00  will be  deducted  from  the  amount
   invested.
   
- -  General  Motors pays any  brokerage  commissions  for  purchases of GM Stock.
   However,  the Internal  Revenue Service  considers the brokerage  commissions
   paid by General Motors to be additional  dividend income to you. This will be
   reflected on your annual Form1099 statement.
- -  For each sale of whole shares from your Plan  account,  you will be charged a
   $15.00  service  charge and a nominal  brokerage  commission.  The  brokerage
   commission  charged to you will be nominal  since the Plan  Administrator  is
   able to use the size of its transactions to negotiate very low commissions.
    

Safekeeping of stock certificates
Can I deposit stock certificates I currently hold into my Plan account?  Yes. If
you choose,  you may send any GM stock  certificates  you currently  hold to the
Plan  Administrator  for  safekeeping.  This is also  referred to as a custodial
service.  Your  certificated  shares of GM Stock will be  credited  to your Plan
account at no charge.

If you elect this  optional  service,  please use  registered or insured mail to
send  your  stock   certificates  to  the  Plan  Administrator  at  the  general
correspondence  address indicated on the last page of this Prospectus.  You must
include  written  instructions  indicating that these shares are to be placed in
your Plan account. Do not endorse the stock  certificates.  You bear the risk of
loss in  transit,  and we urge  you to use a  delivery  system  with a  tracking
mechanism to protect your investment.

Selling GM Stock in my Plan account How do I sell my Plan shares of GM Stock?
You can sell your shares of GM Stock in the Plan through a toll-free call to the
Plan  Administrator  provided  the dollar value of the sale is less than $50,000
and the proceeds of the sale are to be payable to the exact  name(s) on the Plan
account registration and are to be mailed to the address of record.

If the  dollar  value of the  shares to be sold is  $50,000  or more,  or if the
proceeds of the sale are to be made payable to a name or address  different than
the current  registration on your Plan account,  you must submit your request in
writing to the Plan  Administrator.  In addition to the  written  request,  your
signature  must be guaranteed by a financial  institution  (such as a commercial
bank,  credit  union,  or brokerage  firm) that  participates  in a  "medallion"
signature program.  This medallion guarantee should appear at the bottom of your
letter, and it serves as your protection against an unauthorized sale of your GM
Stock.

The Plan  Administrator  will sell your shares as soon as possible after receipt
of your  request.  Your sale request  will be combined  with those of other Plan
participants  selling  at the same  time  and your  proceeds  will  reflect  the
weighted  average  price per share of all shares sold less a $15 service  charge
and nominal brokerage commission.  The Plan Administrator will compute the value
of any fractional  share based on the price at which the whole shares were sold.
Generally, your check will be mailed within a week of the sales transaction.

You may also elect to sell your GM Stock through a  stockbroker  of your choice.
If you  choose  this  option,  you  request  a stock  certificate  from the Plan
Administrator for the number of whole shares you want to sell. Once you have the
stock certificate in your possession, you may sell the GM Stock through a broker
at a price and on the date you  select.  The Plan  Administrator  will mail your
certificate  to you by insured,  first-class  mail within five  business days of
your request.

How do I ensure  that I get the best  price for the sale of my GM Stock?  If you
are selling your Plan shares of GM Stock, you should be aware that prices for GM
Stock may fall during the period  between your request for sale,  its receipt by
the Plan Administrator, and the ultimate sale of your shares on the open market.
This risk is borne solely by you and should be carefully evaluated.

The Plan  Administrator  is not a broker  and,  therefore,  cannot  accept  your
instructions  to sell on a particular  day or at a specific  price.  The Plan is
designed for the long-term investor and does not afford you the same flexibility
as a stockbroker account. If you prefer to have control over the exact price and
timing of your sale, you will need to request a stock  certificate from the Plan
Administrator  for the  shares  you wish to sell and  conduct  that  transaction
through your stockbroker. If you choose to sell through a broker after obtaining
your stock certificate, all brokerage fees are your responsibility.

Termination of Plan participation How do I stop reinvesting my dividends?
You must  contact  the Plan  Administrator  by  telephone  or in writing to stop
dividend reinvestment.  You may then elect to instruct the Plan Administrator to
direct deposit future dividend payments to your bank or mail dividends to you.

Can I remain in the Plan without reinvesting my dividends?  Yes. The Plan offers
you the flexibility of making optional cash  investments  either on a regular or
periodic basis even if you do not elect to reinvest any dividends.






If I decide to terminate my  participation  in the Plan, when will my account be
closed?  Your notice to end  participation  in the Plan will be  effective  upon
notification to the Plan Administrator,  provided that the notice is received no
later than four business days before the dividend  payment date.  Otherwise,  it
will not be  effective  until after the  dividends  have been  invested  and the
shares credited to your Plan account.

How will my  assets  be  distributed  to me if I close my Plan  account?  If you
choose, the shares in your Plan account will be sold and a check will be sent to
you. If you prefer,  the Plan  Administrator will issue you a stock certificate,
at no cost, for all whole shares in your Plan account.  You will receive a check
for any fractional share.

Can General Motors terminate my  participation  in the Plan?  General Motors may
terminate your Plan account at its discretion upon written notice mailed to your
address of record.  In  addition,  if your plan account  contains  less than one
share of GM Stock,  the Plan  Administrator is authorized to terminate your Plan
account and mail you a check for the fractional share.

Gift or transfer of stock
Can I transfer some of my GM Stock while participating in the Plan? Yes, you may
make  gifts  or  transfers  of GM  Stock  at no  charge.  Please  call  the Plan
Administrator for instructions.

Tax Consequences
What are my  Federal  income tax  consequences  for  participating  in the Plan?
General Motors believes that the following is an accurate summary of the Federal
income tax consequences if you are a U.S. resident participating in the Plan:

   
- -  Your dividends  reinvested  under the Plan are treated for Federal income tax
   purposes as cash received by you on the dividend payment date even though the
   dividends are used to purchase additional shares.  Brokerage commissions paid
   by GM on share  purchases  under the Plan are treated as additional  dividend
   income to you.
- -  Your holding period for shares  acquired  according to the Plan will begin on
   the day shares are allocated to your account.
- -  The tax basis per share of GM Stock  purchased on the open market through the
   Plan will be the average cost incurred to purchase the shares plus the amount
   of brokerage  commission paid by General Motors that is attributable to those
   shares.
    


The above summary does not reflect every  possible  situation  that could result
from your  participation  in the Plan.  You are  urged to  consult  your own tax
advisor to determine the particular  Federal,  state and local tax  consequences
which  may  result  from  your  participation  in the  Plan  and the  subsequent
disposition of shares of GM Stock purchased within the Plan.

How are Federal income tax  withholding  provisions  applied if I participate in
the Plan?  If you fail to provide a  taxpayer  identification  number,  the Plan
Administrator  must withhold 31% from the amount of any  dividends  paid on your
shares of GM Stock and from any proceeds arising from your sale of GM Stock held
in your Plan account.  You may be exempt from this  withholding  requirement  if
appropriate  documentation regarding your tax situation has been received by the
Plan Administrator.

If you do not reside in the United States, income tax consequences may vary from
jurisdiction to jurisdiction.  If you are a foreign  stockholder whose dividends
are  subject to U.S.  income tax  withholding,  the  appropriate  amount will be
withheld.  Any balance of your earned dividend after applicable tax withholding,
less any service  charge for  optional  automatic  bank  debit,  will be used to
purchase additional shares.

Additional Information
Can shares of GM Stock held in my Plan account be used as collateral for a loan?
Shares of GM Stock held in the Plan may not be used by you as  collateral  for a
loan.  If you wish to use the shares as  collateral,  you must  request the Plan
Administrator  to issue you a stock  certificate  for such  shares in your name.
Stock   certificates   for  a  fractional  share  cannot  be  issued  under  any
circumstances.

How will my shares of GM Stock held by the Plan  Administrator be voted?  Shares
of GM  Stock,  including  any  fractional  share,  held  for  you  by  the  Plan
Administrator  will be voted as you direct. One proxy card will be mailed to you
for all your shares held by the Plan  Administrator and any shares for which you
hold a certificate(s).

You may vote your shares by mail,  telephone,  or on the Internet. If you do not
return your card,  or vote by  telephone  or  Internet,  your shares will not be
voted.

How will my Plan account be credited if General Motors declares a stock split or
stock dividend?  Your Plan account will be credited with the appropriate  number
of shares of GM Stock on the  payment  date.  If you  prefer to  receive a stock
certificate, you may do so by notifying the Plan Administrator after the payment
date.  A stock  dividend  payable in other than GM Stock will be paid to you and
not credited to your Plan account.

What are the liabilities of General Motors and the Plan Administrator  under the
Plan? Neither General Motors nor the Plan Administrator  shall be liable for any
act done in good-faith or for any good-faith omission to act, including, without
limitation,  any claims or  liability:  (a) with  respect to the prices at which
shares of GM Stock are  purchased  or sold for your Plan  account  and the times
when such  purchases or sales are made;  (b) for any  fluctuation  in the market
value after purchases or sale of shares of GM Stock; or (c) for  continuation of
your Plan participation until the Plan Administrator  receives written notice of
your death accompanied by your estate's request to discontinue participation.

General  Motors  and the  Plan  Administrator  provide  no  advice  and  make no
recommendation  with  respect  to your  purchases  and sales of GM  Stock.  Your
decision  to  purchase  or sell GM Stock must be made by you based upon your own
research and judgment.

May the Plan be changed or discontinued?
Notwithstanding  any other  provision  of the Plan,  the Board of  Directors  of
General  Motors or a  designated  Board  committee  reserves the right to amend,
modify, suspend, or terminate the Plan at any time, including the period between
a record date and a dividend payment date.  Notice of any material  amendment or
modification, or of any suspension or termination, will be mailed to you.

Upon  termination of the Plan, you will be mailed any optional cash  investments
received and not invested, a stock certificate for whole shares credited to your
Plan account,  and a check for any fractional share.  However, if General Motors
terminates the Plan to establish a new plan, you will  automatically be enrolled
in the successor  plan and shares of GM Stock credited to your Plan account will
automatically be transferred to the new plan.

Any question of  interpretation  arising  under the Plan will be  determined  by
General Motors and any such determination  will be final.  General Motors and/or
the  Plan   Administrator  may  adopt  rules  or  practices  to  facilitate  the
administration of the Plan.

What law governs the Plan?
The terms and conditions of the Plan and its operations shall be governed by the
laws of the State of New York.

Important Considerations
The purpose of the Plan is to provide a useful service for GM  stockholders.  We
are not recommending that you buy or sell GM Stock. You should only use the Plan
after you have independently researched your investment decision.

The value of GM Stock may go up or down from time to time. Plan accounts are not
insured by the Securities Investor Protection  Corporation,  the Federal Deposit
Insurance Corporation, or anyone else.

The Plan does not represent a change in the dividend policies of General Motors.
There can be no assurance as to the declaration of future dividends, or the rate
on which  dividends  are paid,  since they  necessarily  depend upon GM's future
earnings,  financial  requirements,  and other factors.  Stockholders who do not
elect to participate in the Plan will continue to receive dividends in the usual
manner.





Use of Proceeds
At present,  GM expects the Plan  Administrator to continue to purchase GM Stock
for the Plan in the open market.  As a result, GM will not receive any proceeds.
If the Plan  Administrator  purchases shares directly from GM, GM intends to use
any net proceeds for general corporate purposes.

Documents Incorporated by Reference
   
The Securities  and Exchange  Commission  (the "SEC") permits  General Motors to
"incorporate by reference" information into this Prospectus.  This means that GM
can disclose  important  information to you by referring you to another document
that General Motors has filed  separately  with the SEC. You should consider the
information  which General Motors has  incorporated by reference to be a part of
this Prospectus, except to the extent that the information actually contained in
this document replaces such other information.  This Prospectus  incorporates by
reference the documents  listed below that General Motors has  previously  filed
with the SEC. These documents contain important information about General Motors
and its  finances: 
 - The annual  report on Form 10-K,  as amended  for the year ending December
    
   31,  1998,  which  General  Motors  filed  pursuant  to Section  13(a) of the
   Securities Exchange Act of 1934, as amended (the "Exchange Act").
   
- -  The quarterly  reports on Form 10-Q and the current reports on Form 8-K which
   General Motors has filed since  December 31, 1998,  pursuant to Section 13(e)
   of the Exchange Act.
- -  The description of GM Stock contained in Article Fourth of the General Motors
   Restated Certificate of Incorporation,  which General Motors filed as Exhibit
   3(i) to its Current  Report on Form 8-K,  dated  December 17,  1997,  and any
   amendment or report which General Motors files for the
    
   purpose of updating that information.

In addition, the Prospectus  incorporates by reference all documents and reports
which General Motors files after the date of this Prospectus pursuant to Section
13(a),  13(c),  14 or 15(d) of the  Exchange  Act prior to the time that General
Motors files a  post-effective  amendment  which  indicates that it has sold all
securities offered by this Prospectus or which de-registers all remaining unsold
securities.

If you are eligible to  participate in the Plan and you would like a copy of any
of the  documents  listed above,  General  Motors will provide them (without the
exhibits)  to you at no charge.  To request any of these  documents,  you should
write or telephone:

EquiServe
General Motors Corporation
P.O. Box 8036
Boston, MA 02266-8036

Telephone: 1-800-331-9922







Available Information
General Motors files annual, quarterly,  special reports, proxy statements,  and
other  information  with the SEC.  You may  read  and  copy any  reports,  proxy
statements,  and other information that General Motors files at the SEC's public
reference rooms in:

   
- -  Washington, D.C.  (450 Fifth Street, NW, Washington D.C.  20549)
- -  New York (Seven World Trade Center, Suite 1300, New York, New York  10048)
- -  Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
    
   Illinois  60661)

You may also read these reports,  proxy statements and other  information at the
following stock exchanges:

   
- -  New York Stock Exchange (11 Wall Street, New York, NY  10005)
- -  Chicago Stock Exchange (One Financial Place, 440 South LaSalle Street,
    
   Chicago, IL  60605)
   
- -  Pacific Stock Exchange (233 South Beaudry Street, Los Angeles, CA  90012
   and 901 Pine Street, San Francisco, CA  94014)
- -  Philadelphia Stock Exchange (1900 Market Street, Philadelphia, PA  19103).
    

The  above  materials  can also be read on the  Internet  at the SEC Web site at
www.sec.gov and at the General Motors Web site at www.gm.com.

Experts
The consolidated financial statements and financial statement schedules included
in the General  Motors 1998 Annual  Report on Form 10-K,  as amended,  have been
audited by Deloitte & Touche LLP (as to financial  statements  and the financial
statement  schedule of General  Motors and as to financial  statements of Hughes
Electronics Corporation), independent auditors, as stated in their reports which
were  included in the General  Motors 1998  Annual  Report.  General  Motors has
incorporated  those  financial  statements  and schedules by reference into this
Prospectus  in  reliance  upon the reports of Deloitte & Touche LLP and upon the
authority of Deloitte & Touche LLP as experts in accounting and auditing.

LEGAL OPINION
Martin I. Darvick, Attorney, Legal Staff of General Motors, has passed upon
the legality of the GM Stock offered by this Prospectus.  Mr. Darvick owns
shares and has options to purchase shares of GM Stock.






WHERE TO REACH US

For information on the Plan:

            1-800-331-9922 - EquiServe/GM Shareholder Services
                     or
            (781)-575-3990 for callers outside the continental United States
                      or
            www.equiserve.com

General correspondence should be mailed to:
                                    Overnight Mail
      EquiServe                     EquiServe
      General Motors Corporation    General Motors Corporation
      P.O. Box 8036                 150 Royall St.
      Boston, MA  02266-8036        Canton, MA  02021-1031
                                    Attn: Shareholder Services

Optional Cash Investments should be mailed to:

      EquiServe                     Send check or money order payable 
      General Motors Corporation    to BankBoston, N.A.
      P.O. Box 370042
`     Boston, MA  02241-0742

Include  your  account  number on all  correspondence,  checks,  or money orders
together with a telephone number where you can be reached during business hours.

It is your responsibility to always maintain a current address with EquiServe.