TYPE:  425
SEQUENCE:  1
DESCRIPTION:  FILING OF COMMUNICATION

                    Filed by General Motors Corporation (GM)
                    Subject Company - General Motors Corporation
                    Pursuant to Rule 425 under the Securities Act of 1933
                    File No. 333-30826

The  following  communication  contains  forward-looking  statements  within the
meaning of the Safe  Harbor  Provisions  of the  Private  Securities  Litigation
Reform Act of 1995.  Reference  made in the following are based on  management's
current  expectations  or beliefs  and are  subject  to a number of factors  and
uncertainties  that could cause actual results to differ  materially  from those
described in the forward-looking statements.

The principal  risk factors that may cause actual  results to differ  materially
from  those   expressed  in   forward-looking   statements   contained  in  this
communication  are  described  in  various  documents  filed by GM with the U.S.
Securities and Exchange  Commission (SEC),  including GM's Annual Report on Form
10-K for the year ended December 31, 1999.

In connection  with GM's March 13, 2000  announcement of its agreement to form a
strategic  alliance with Fiat,  GM indicated  that it would issue and deliver to
Fiat US $2.4  billion of GM $1-2/3  common  stock.  GM also stated that it would
offset the new stock  issuance  through  $2.4 billion in new  repurchases  of GM
$1-2/3 common stock which it expects to complete before year-end.  Specifically,
GM plans to increase by $1 billion the size of its previously announced exchange
offer in which it will use GM Class H stock to  acquire  GM  $1-2/3  stock.  The
exchange  offer will be  increased  from $8 billion to $9 billion.  In addition,
GM's board has  authorized  a new $1.4  billion  cash  repurchase  program to be
implemented in the second half of this year. As a result of these  actions,  the
Fiat  transaction is expected to become  accretive to GM $1-2/3 stock within two
years.

In responding to questions  regarding the  foregoing,  GM will add the following
question and answer to the questions and answers its employees and agents use in
responding to inquiries concerning the exchange offer:

Q. Explain why GM is increasing  its exchange  offer of $1-2/3 stock for Class H
   stock by $1 billion and authorizing a $1.4 billion stock repurchase program.

A. GM does not want its transaction with Fiat to have a significant dilutive
   effect on the earnings per share associated with GM $1-2/3 stock or result in
   a net increase in the number of shares of GM $1-2/3 stock outstanding.

All other  questions  and answers and  documents  used by GM, its  employees and
agents in  discussing  the exchange  offer with third parties will be amended to
indicate that the size of the exchange  offer will be increased  from $8 billion
to $9 billion.











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      While  General  Motors  has filed a  Registration  Statement  on Form S-4,
including a preliminary  prospectus,  regarding the exchange offer with the SEC,
it has not yet  become  effective,  which  means it is not yet  final.  GM urges
holders of GM $1-2/3  common stock to read the final  Registration  Statement on
Form S-4, including the final prospectus,  regarding the exchange offer referred
to above, when it is finalized and distributed to GM $1-2/3 common stockholders,
as well as the other  documents which General Motors has filed or will file with
the SEC, because they contain or will contain  important  information for making
an informed investment decision.  Holders of GM $1-2/3 common stock may obtain a
free  copy  of the  final  prospectus,  when it  becomes  available,  and  other
documents  filed by General  Motors at the SEC's web site at at General  Motors'
web site at or from General  Motors by  directing  such request in writing or by
telephone to: GM Fulfillment  Center,  30200 Stephenson Hwy., (MC  480-000-FC1),
Madison Heights, Mich. 48071.  Telephone:  (313) 667-1500,  menu option #2. This
communication  shall not constitute an offer to sell or the  solicitation  of an
offer to buy,  nor shall there be any sale of  securities  in any state in which
offer,  solicitation  or  sale  would  be  unlawful  prior  to  registration  or
qualification  under the  securities  laws of any such  state.  No  offering  of
securities  shall  be  made  except  by  means  of  a  prospectus   meeting  the
requirements of Section 10 of the Securities Act of 1933, as amended.  Inquiries
from the news  media  should  be  directed  to GM  Corporate  Communications  at
212-418-6380.


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