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) March 31, 2000
                                  -----------------




                           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.)




300 Renaissance Center, Detroit, Michigan                    48265-3000
- --------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







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


















                                      - 1 -
ITEM 5. OTHER EVENTS

     On March 31, 2000,  General Motors  Corporation (GM) issued a press release
announcing  that GM is poised  to unlock  potential  with  innovative  products,
global growth and e-business and  stockholders  are asked to approve increase in
Class H shares,  elect new board  member at annual  meeting.  The  release is as
follows:


      GM POISED TO UNLOCK POTENTIAL WITH INNOVATIVE PRODUCTS, GLOBAL GROWTH
         AND E-BUSINESS, LEADERSHIP TELLS STOCKHOLDERS IN ANNUAL REPORT

            STOCKHOLDERS ASKED TO APPROVE INCREASE IN CLASS H SHARES,
                    ELECT NEW BOARD MEMBER AT ANNUAL MEETING

     DETROIT -- General  Motors plans to build on its momentum and open up whole
new  worlds of  potential  with  innovative  new  products,  global  growth  and
e-business initiatives.  That's the key message in a letter to stockholders from
GM's top  leadership in the  corporation's  1999 annual  report,  which is being
mailed to stockholders beginning this week. The letter was signed by GM Chairman
and Chief Executive  Officer John F. Smith,  Jr., Vice Chairman Harry J. Pearce,
and  President and Chief  Operating  Officer G. Richard  Wagoner,  Jr., who will
become  chief  executive  officer June 1. "All three of us are more excited than
ever about the future of General Motors," the letter states.

     Of particular  interest to GM stockholders  this year is the fact that GM's
26-percent  total return to stockholders in 1999 bested GM's competitors as well
as key indices such as the S&P 500.

Preliminary Proxy, Annual Meeting of Stockholders

     In a  preliminary  proxy  filed  with  the  U.S.  Securities  and  Exchange
Commission  today, GM disclosed that up to six  stockholder  proposals and three
management  proposals will be considered by  stockholders  at the  corporation's
annual  stockholders'  meeting,  which  will  take  place  at 9:30  a.m.  EDT in
Wilmington,  Del.,  June 6, 2000.  The final proxy  statement  is expected to be
mailed to stockholders beginning the week of April 17.

     In addition to the election of directors and  ratification  of  independent
auditors,  a  management  proposal,   which  was  announced  March  6  following
authorization  by the board of  directors,  asks  stockholders  to increase  the
number of authorized  shares of GM Class H common stock from 600 million  shares
to 3.6 billion shares. If approved,  the GM board currently expects that it will
declare  a split of the  Class H stock in the form of a stock  dividend  shortly
after the annual meeting. The ratio of such a stock split would be determined by
the GM board at that time.

Election of Directors

     Stockholders are being asked to elect 13 directors to the board. Of the 13,
one is a new nominee: Lloyd D. Ward, 51, chairman and chief executive officer of
Maytag Corp. Ward joined Maytag in 1996 and was elected to his current  position
in August 1999.  In addition to the Maytag  board,  Ward is also a member of the
J.P. Morgan & Co. Inc. board of directors.












                                      - 2 -

     Two long-time members of GM's board will retire this year,  pursuant to the
board's retirement policy.  John G. Smale,  former GM Chairman and a GM director
since 1982,  and Charles T. Fisher III, a board member  since 1972,  will retire
from the board.  In addition,  board members Ann D.  McLaughlin and Dr. Louis W.
Sullivan  have  requested  that  they not be  included  among the  nominees  for
reelection.  McLaughlin  has served on the GM board since 1990;  Sullivan  since
1993.

     "We  appreciate  the dedicated  service of these board members and the role
they played in supporting the management  team during the critical years of GM's
turnaround," Smith said.

Executive Compensation

     The GM proxy also includes a report on GM executive compensation, including
the compensation of GM's five top executive officers during 1999.

     The overall cash  compensation  for these officers,  including base salary,
annual incentives,  long-term incentives,  a one-time stock grant tied to return
on net assets (RONA) performance, and stock options exercised during 1999, is as
follows:

                                          Salary and        Realized Value of
                                          Incentives        of Stock Options*

Chairman and Chief Executive
Officer John F. Smith, Jr.                $12,253,848            $6,041,002

Vice Chairman
Harry J. Pearce                            $6,263,930              $683,071

President and Chief Operating Officer
G. Richard Wagoner, Jr.                    $6,257,950            $3,475,746

Executive Vice President
J. Michael Losh                            $4,268,706            $3,741,982

Executive Vice President
Ronald L. Zarrella                         $3,681,697            $2,429,785

*All of the  options  for Smith,  Pearce  and  Wagoner,  and nearly  half of the
options for Zarrella were  stock-for-stock  option exercises,  which resulted in
increased stock ownership for each of these officers.

     Annual  incentive  awards  were tied to  achieving  aggressive  performance
targets for 1999  relating to net income,  RONA,  market share and  quality.  In
recent years, payouts under the long-term GM Performance  Achievement Plan (PAP)
were tied to pre-established  RONA targets.  Beginning in 1999,  however,  these
awards were based on total  shareholder  return compared with other companies in
the Standard and Poor's 500 Index.

     "During 1999, General Motors generated stockholder returns of 26 percent --
well above the returns offered by Ford, DaimlerChrysler, and many other relevant
equity  indices,  including the S&P 500," the Executive  Compensation  Committee
noted.

     The board's  Executive  Compensation  Committee  reported in the proxy that
Smith's base salary for 2000 was  increased,  "in  recognition  of his continued
strong leadership and performance."







                                      - 3 -

Annual Report

     Noting that many of GM's  competitors  and other  businesses  are trying to
achieve  the size and global  reach of GM, the  corporation  needs more than its
size to gain a competitive edge, GM's top leadership said in the annual report's
letter to  stockholders.  "The debate in our industry  used to be big vs. small.
That debate is now over:  Big won.  With most everyone now being big, the key to
success is: Big and fast," the letter stated.

     "At GM,  our  people  know that  while our  company's  potential  is almost
unlimited,  we have only a narrow window of opportunity to cash in on that 'head
start'  we  have  down  the  road  toward  greater  globalization,"  the  letter
continues.  "The key will be to maximize all the  strengths  and  advantages  of
being a big  company,  while  acting  with  the  urgency  and  speed  of a small
company."

     The letter  cites the recent  launch of four  all-new  large sport  utility
vehicles,  the Chevrolet  Suburban and Tahoe and GMC Yukon and Yukon XL, and the
introduction  in  Europe  of the  Opel/Vauxhall  compact  Zafira  van  with  its
industry-leading  "Flex-7"  seating system.  Also cited were three new crossover
vehicles scheduled for production in the near future -- Pontiac Aztek, Chevrolet
Avalanche,  and Buick  Rendezvous -- and the 10 concept  vehicles  shown on this
year's auto-show circuit, six of which are being considered for production.  "At
no time in recent  memory has GM been  reaching  with its approach to product as
much as it is right now," the letter states.

     GM's top leaders cite GM's strategy of partnerships and collaborations with
select  automakers as "something  that may seem out of place in today's world of
outright mergers and acquisitions, but a strategy we think makes a great deal of
sense."

     The  potential  of the Internet and other  communications  technologies  is
"particularly  great" for  General  Motors,  "in part  because of our size," the
letter states. "For instance, more than 70 million Americans own GM vehicles and
every year more than eight million  people around the world buy new GM vehicles,
each of which could one day be  considered a rolling  platform for a whole range
of in-vehicle  communications  products and the subscription  fees that go along
with them."

                                           # # #

Note:    Complete press releases and photography available on the Internet at GM
         Media Online (http://media.gm.com), including direct links to the
         following:   --------------------

               A complete copy of the 1999 GM Annual Report as a .PDF file
               The letter to stockholders from the 1999 Annual Report
               An image of the 1999 Annual Report front cover
               A biography and photo of Lloyd D. Ward

         High-resolution  photography  is also  available  through  Wieck  Photo
         Database at 972-392-0888, including:

               A photo file of Mr. Ward
               The front-cover photo of the GM 1999 Annual Report










                                      - 4 -

                                    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    March 31, 2000
        -----------------
                                       By
                                          s/Peter R. Bible
                                          -------------------------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)















































                                      - 5 -