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.

On  March  31,  2000,  the  following  charts  and  accompanying   scripts  were
distributed to employee's of GM's  Communications  department in relation to the
previously  announced  plan of the  corporation to offer up to $9 billion of the
Corporation's  GM  Class H stock  in  exchange  for  outstanding  shares  of the
Corporation's  $1-2/3 par value common stock. The exchange is part of an overall
plan to  restructure  GM's  economic  interest in its  wholly-owned  subsidiary,
Hughes Electronics Corporation.  As previously indicated, it is anticipated that
the plan will be executed in the first half of calendar year 2000. The filing is
being made in compliance with U.S. SEC Rules, which among other things,  require
the filing of certain  communications  used by the  Corporation  to describe the
exchange offer to external groups or the public.

                                * * * * * * * * *





CHART 1

General Motors Corporation Offer to Exchange
Shares of Class H Common Stock for shares of $1-2/3 Par Value Common Stock

STOCKHOLDERS  ARE URGED TO READ THE  IMPORTANT  INFORMATION  IN GM'S  PROSPECTUS
RELATING TO THE EXCHANGE OFFER THAT WILL BE MAILED TO THEIR ADDRESS OF RECORD
AND WILL ALSO BE ON FILE AT THE SEC AND BE AVAILABLE  FREE OF CHARGE AT ITS
WEBSITE, www.sec.gov, AT GM'S WEBSITE, www.gm.com, AND FROM GM STOCKHOLDER
SERVICES. THIS COMMUNICATION  DOES NOT  CONSTITUTE AN OFFER TO SELL OR
SOLICITATION  TO BUY IN CONNECTION WITH THE PLANNED EXCHANGE OFFER,  WHICH WILL
ONLY BE MADE BY MEANS OF AN APPROPRIATE PROSPECTUS.

SPEAKER NOTES:
- - -------------
GM announced February 1, 2000 plans for a broad restructuring of its economic
interest in Hughes which included:

   1)Exchange Offer to current  stockholders  to repurchase  shares of GM $1-2/3
     par value  common  stock in exchange  for  approximately  $9 billion* of GM
     Class H common stock
   2)Contributions  of  approximately  $7 billion of Class H stock to certain GM
     benefit plans (independent from exchange offer, but part of restructuring)

Both  events  are  expected  to take place in the  second  quarter of 2000.  The
specific  dates for the exchange  offer and the exchange ratio have not yet been
announced.

*Original  announcement  was for $8 billion,  but has since been increased to $9
billion in order to help offset in part new issuances of $1-2/3 stock being used
to finance the acquisition of a 20% stake in Fiat Auto.

CHART 2

General Motors Corporation Exchange Offer

o  What is it?
   -  An  opportunity  for GM  stockholders  who hold GM $1-2/3 par value common
      stock to  voluntarily  exchange  some or all of his or her  shares  for GM
      Class H common stock
      o  Exchange will be based on an "exchange ratio" which will be set by GM
         at the commencement of the exchange offer

   -  Available to all holders of GM $1-2/3 stock,  including employees who hold
      GM $1-2/3 stock directly,  through brokerage  accounts or through GM stock
      savings plans

SPEAKER NOTES: Background on Class H Stock
- - -------------

GM Class H stock is a letter stock (or tracking stock) of General Motors related
to GM's Hughes  Electronics  subsidiary.  It is designed to provide holders with
financial  returns based on the financial  performance  of Hughes.  Holders of a
Class H are stockholders of GM and not of Hughes.





CHART 3

General Motors Corporation Exchange Offer

o  Why is GM doing this?
   -  This restructuring of GM's economic interest in Hughes
      o Enables GM to realize some of the economic value arising from its
        ownership of Hughes
      o Generates  increase in GM $1-2/3  earnings  per share (EPS) by reducing
        total number of shares outstanding
      o Allows $1-2/3  shareholders to participate in any further  improvements
        in the Class H stock price through GM's retained interest in Hughes
      o Increases the liquidity of the Class H stock (due to greater  number of
        shares outstanding) which should benefit trading of Class H over time

SPEAKER  NOTES:
- - --------------
The exchange  offer of up to about $9 billion on Class H common stock is an
important  element of GM's overall plan to restructure GM's economic interest
in our Hughes subsidiary in order to realize some of the economic value arising
from GM's  ownership  of  Hughes.  The other  element  consists  of the
anticipated contributions of about $7 billion of Class H common stock to certain
of our employee benefit plans.

It is expected that this  restructuring will result in the following benefits to
GM and its stockholders:

- - -  Realize some of the  economic  value  arising from GM's  ownership of Hughes.
   Given the substantial increase in the Class H stock price over the past year,
   it is a good  time  for GM to  unlock  shareholder  value  arising  from  its
   investment in Hughes.

- - -  Reduction in the number of shares of GM $1-2/3 stock  outstanding (as GM will
   retire shares which are  repurchased)  would  increase the earnings per share
   for GM $1-2/3 in the future (same earnings and lower  denominator  results in
   higher earnings per share).

- - -  Participation  in potential  future  upside of Class H share price as GM will
   still  retain a  significant  economic  interest in Hughes  (over $20 billion
   based on recent stock prices).

- - -  The issuance of additional  shares of Class H common stock in connection with
   these  transactions  should  substantially  increase the liquidity of Class H
   stock in the market (more shares  available to trade),  which should  benefit
   Class H stockholders over time.





CHART 4

General Motors Corporation Exchange Offer

o  As a participant in one of GM's Savings Plans, what can I expect?
   -  An information package will be sent to address of record including:

      o  Offering Circular-Prospectus and related materials containing
         information that will help you understand the business of Hughes and
         the benefits and risks associated with the exchange offer
      o  Instruction Letter to Plan Participants outlining:
         - Process for participating in the transaction, if you choose to do so
         - Effective dates of the exchange period (there is a time limit on the
           exchange offer)
      o  Questions and Answers
   -  If you own shares of GM $1-2/3 in more than one plan or if you hold
      shares directly or through a broker you will receive separate
      information packages relating to those shares
      o  You must tender such shares separately

SPEAKER NOTES:
- - -------------
Important to let employees know that they may receive  multiple packages if they
hold GM $1-2/3  shares in  multiple  employee  plans,  directly and/or  through
a  broker.  In all  cases,  they  need to  tender  these  shares independently
if they wish to tender such shares in the exchange offer.





CHART 5

General Motors Corporation Exchange Offer

o  What are the benefits to participating in the exchange offer?
   -  Transaction is generally tax-free for U.S. income tax purposes, except for
      cash received for fractional shares
      o  Tax-free for participants in Savings Plans
   -  Potential financial incentive in the form of a premium on GM $1-2/3 stock
      exchanged for Class H stock
   -  To understand the benefits and risk associated with  participating  in the
      exchange  offer,  carefully  review the exchange offer  materials that you
      will receive in the mail
      o  Please note that neither GM or its Board is making a recommendation as
         to whether you should participate in the exchange offer

SPEAKER NOTES:
- - -------------
Neither GM nor GM's Board of Directors is making a recommendation in connection
with the exchange offer.

The exchange is generally tax free to employee benefit plan  participants and GM
would expect to provide stockholders a financial incentive to participate in the
exchange offer,  which will be reflected in the exchange ratio at the time it is
set  (based  on the  relative  trading  prices of  $1-2/3  and H at such  time).
However,  because the trading  prices of $1-2/3 and H will  fluctuate over time,
there can be no assurance  as to whether  there will be a premium at the time of
the closing of the exchange offer.

Thus,  it is very  important  to let  employees  know  that  they  must read the
Offering Circular-Prospectus to understand how this financial incentive works.

Each individual stockholder must make their own decision regarding participation
in the exchange offer.





CHART 6

General Motors Corporation Exchange Offer

o  What are my choices?
   -  Read carefully the information that is delivered to your home (or address
      of record)
   -  You can choose to tender  some,  all or none of your  shares of $1-2/3
      stock in the exchange offer
   -  If you choose to tender, follow transfer procedures as indicated in the
      exchange package
      o  If  you  have  any  questions  on  the   information  in  the  Offering
         Circular-Prospectus  or the terms and conditions of the exchange offer,
         contact Morrow & Co.
      o  If you have any questions on how to participate through your GM Savings
         Plan, contact your plan administrator
      o  These contacts will not be able to provide investment advice - you must
         make your own investment decision
   -  If you choose not to accept this offer, NO FURTHER ACTION IS REQUIRED

SPEAKER NOTES:
- - -------------
- - -  Carefully  read the  material  that is  delivered  to your home (or address
   of record).

- - -  Make your own investment decision based on a careful review of the prospectus
   and the other exchange offer materials that you will receive at your home (or
   address of record).

- - -  If you choose to participate,  follow the procedures  outlined in the package
   that is delivered to your home (or address of record).

- - -  Once you receive the  materials,  if you have any  questions  relating to the
   terms of the exchange offer,  contact GM's information agent, Morrow & Co. at
   the number provided in the prospectus.

- - -  If  you  have  any  questions  on  how  to  participate,  contact  your  Plan
   Administrator at the numbers  provided in the instruction  letter attached to
   the prospectus.

- - -  None of GM, Hughes,  the Exchange Agent,  the Dealer  Manager,  the Marketing
   Manager,  Morrow & Co. or your Plan  Administrator  will  provide  investment
   advice.  Your must contact your own personal  investment  advisor if you want
   advice on whether to participate.

- - - If you choose not to accept this offer, NO FURTHER ACTION IS REQUIRED!






     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  www.sec.gov,  at
General Motors' web site at www.gm.com, 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.