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.


                                * * * * * * * * *


The following is a paragraph which was included in a GM  e-newsletter  issued on
April 26, 2000:

Offer to exchange stock commenced April 24: GM stockholders  have an opportunity
to  voluntarily  exchange  their  shares of GM $1 2/3  common  stock for Class H
common stock. GM $1-2/3  shareholders  are being offered 1.065 shares of Class H
stock for each share of $1-2/3  properly  tendered in the exchange  offer.  This
represents  a premium  of 17.7  percent  on GM $1-2/3  stock,  based on the NYSE
composite  tape  closing  prices  for these  stocks as of April 19,  the day the
exchange  ratio was  determined.  The exchange offer is available to individuals
who own shares of GM $1-2/3 common stock directly, through brokerage accounts, a
GM stock savings plan account or otherwise.  The offer expires at midnight, EDT,
on Friday, May 19 (unless extended),  although due to administrative  necessity,
with  respect to any shares  you may wish to tender in the GM  employee  savings
plans,  you must  complete  any tender by 4 p.m.,  EDT,  on  Tuesday,  May 16. A
prospectus and other related  exchange  offer  materials have been sent to homes
(or address of record). If you have questions relating to the exchange materials
after receiving them, call Morrow & Co., GM's information  agent at 877.816.5329
or 212.754.8000. If you have questions regarding how to participate in the offer
through your GM stock savings plan,  contact the GM Investment Service Center at
800.489.4646 or  606.491.8257.  None of GM, its board or any other person acting
as an  agent  of GM is  making  any  recommendation  as to  whether  you  should
participate in the exchange offer.

STOCKHOLDERS  ARE  URGED  TO READ  THE IMPORTANT INFORMATION IN GM'S PROSPECTUS
RELATING TO THE EXCHANGE  OFFER IS ON FILE AT THE SEC AND IS  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.

                                * * * * * * * * *

The following is a script first used on April 26, 2000 to answer questions from
stockholders:

General Strategy of Restructuring of GM's Economic Interest in Hughes
- - ---------------------------------------------------------------------

Q1. What is GM doing to restructure its economic interest in Hughes?
A. GM is commencing a $9 billion exchange offer,  which means that holders of GM
   $1-2/3  common  stock are being  offered the  opportunity  to exchange  their
   share(s) for shares of GM Class H common stock,  which is a tracking stock of
   GM relating to GM's wholly-owned Hughes Electronics subsidiary.  In addition,
   we have announced  that we currently  plan to contribute  about $7 billion of
   Class H stock to our U.S.  Hourly-Rate  Employees Pension Plan and VEBA Trust
   for hourly OPEB (other post-retirement employee benefit) obligations.

Q2. Why is GM choosing to reduce its economic interest in Class H at this time?
A. These two transactions are a continuation of General Motors' efforts to
   further strengthen the corporation's financial position and to create
   significant value  for its  stockholders.  Specifically,  GM  expects  that
   the plan will result in the following benefits to GM and its stockholders:
     -  A significant  improvement in the earnings per share (EPS)  attributable
        to GM $1-2/3  common stock as a result of the reduction of the number of
        shares of GM $1-2/3 stock outstanding.
     -  A  strengthening  in GM's  overall  financial  position as a result of a
        reduction in annual pension expense and other  post-retirement  employee
        benefit expenses.
     -  A  substantial  benefit to the liquidity of Class H stock as a result of
        the  issuance of Class H stock in  connection  with these  transactions,
        which GM believes will benefit Class H stockholders over time.

Q3. For quite some time, GM management has defended its ownership in Hughes
based on its strategic interest in Hughes.  What has changed?
A. GM maintains its belief that Hughes is a valuable asset and as such will
   continue to own 100% of the common stock of Hughes after the restructuring.
   Accordingly, all of the GM-Hughes synergy  opportunities that exist today
   should remain in place following these transactions.

Q4. Why is GM retaining such a large economic interest in Hughes via unissued
Class H shares?
A. GM's remaining economic interest in Hughes via unissued Class H shares is a
   function of the size of the exchange offer and pension/VEBA benefit plan
   contributions which  have been  sized  based on market  considerations  (in
   the case of the exchange) and ERISA limits (in the case of the  pension/VEBA
   contributions).  GM's remaining economic interest  represents a "storehouse
   of value" which is attractive from a credit rating perspective and allows GM
   $1-2/3 stockholders to  participate  indirectly in any further  improvement
   in the Class H common stock  price.  It also provides GM the flexibility  to
   consider  additional stockholder value initiatives in the future, as
   appropriate.

Q5. Now that GM has undertaken a significant reduction in its economic interest
in Hughes, will GM spin-off Hughes?
A. GM has no present plans or intentions to spin-off or split-off Hughes or any
   portion of its  business;  whether  by means of a  spin-off,  split-off  or
   any other transaction.  However,  GM will  continue to evaluate  what Hughes
   ownership structure would be optimal for the two companies and GM's
   stockholders.  As a result,  GM may  determine  to  pursue  any  number  of
   future  transactions involving Hughes, or no transaction at all.


Q6. Will GM pursue additional Class H for $1-2/3 common stock exchange offers in
the future?
A.  GM has no current plans or intentions to pursue additional exchange offers
    at this time.  However,  the Class H common stock provides an attractive
    currency to pursue further   repurchases  of  GM  $1-2/3  common  stock  or
    other  stockholder initiatives.

Q7. Do these transactions limit GM's options for its remaining economic/legal
interest in Hughes?
A.  The restructuring of GM's economic stake in Hughes affords GM maximum
    flexibility to pursue a number of different strategies with respect to
    Hughes over the long-term.

Q8. As a stockholder, can I vote on whether I want GM to pursue the exchange
offer or the benefit plan contributions?
A.  The transaction does not require stockholder approval.

GM $1-2/3 Exchange Offer
- - ------------------------

Q1. Why did GM choose to conduct the stock exchange offer?
A. The  exchange  offer of up to $9  billion  of  Class H stock is an  important
   element of our 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 our  anticipated
   contributions  of about $7 billion of Class H common  stock to certain of our
   employee benefit plans.

   We expect that our plan will result in the  following  benefits to GM and its
   stockholders:
   -  We will use the exchange  offer to  repurchase a substantial amount of
      $1-2/3 par value common stock, which we expect will significantly increase
      the earnings per share attributable to $1-2/3 par value common stock in
      the future.
   -  The  contributions  to the employee  benefit  plans will reduce our annual
      pension  expense and other  post-retirement  employee  benefit expense and
      will strengthen GM's overall financial position.
   -  The issuance of  additional  shares of Class H common stock in  connection
      with these transactions will substantially  increase the liquidity of that
      stock in the market,  which we believe will benefit  Class H  stockholders
      over time.

Q2. How many additional shares of Class H will be outstanding as a result of the
exchange offer?
A. GM will issue up to 92,012,781 shares of Class H stock in connection with the
   exchange offer. The number of shares that will actually be outstanding  after
   the offer will depend upon the level of participation in the offer by holders
   of GM $1-2/3 stock.

Q3. Will there be any dilution to existing Class H holders as a result of the
exchange offer?
A. No.  There are currently about 138 million shares of GM Class H common stock
   issued and outstanding. However, this number does not reflect the full 100%
   tracking stock  interest  which GM could  issue  relating  to the  earnings
   of Hughes.  Instead,  it currently  represents about 38% of such interest.
   The remaining unissued  shares  of GM Class H stock  represent  the 62%
   economic  interest currently  retained by GM. The issuance of additional
   shares of Class H stock in these  transactions  will  increase  the
   outstanding  shares to about 73% assuming the exchange  offer is fully
   subscribed,  the pension plan and VEBA contributions are made, and based on
   the April 19 closing Class H stock price on the NYSE composite tape. In light
   of the fact that the shares to be issued in these transactions come from GM's
   current 62% economic interest in Hughes, the issuance of new Class H shares
   will not have a dilutive impact on current GM Class H  stockholders.  The
   issuance  represents a transfer to GM's $1-2/3 stockholders  and GM's benefit
   plans of a portion of GM's economic interest not an increase in the dividend
   base which  determines the earnings per share of Class H stock.

Q4. What does the exchange offer permit me to do?
A. Pursuant to the exchange offer,  you may tender some or all of your shares of
   GM  $1-2/3  common  stock in  exchange  for  shares  of Class H common  stock
   (subject to proration if the offer is  over-subscribed) or you may decide not
   to tender any of your shares of GM $1-2/3 common stock.

Q5. Why would a stockholder want to exchange their GM $1-2/3 common stock for GM
Class H stock?
A. GM's Board of Directors is not making a recommendation in connection with the
   exchange offer.  However, the exchange offer will provide $1-2/3 stockholders
   with an  opportunity  to acquire an interest in the financial  performance of
   Hughes using  shares of $1-2/3  stock,  rather than cash,  as the currency to
   accomplish that  acquisition.  This exchange is generally free of U.S. income
   tax to a holder of $1-2/3 stock (except for any cash received for  fractional
   shares)  compared  to the  alternative  of  selling  $1-2/3  stock,  paying a
   broker's  commissions and tax on any gain and using the remainder to purchase
   Class H stock. Moreover, GM will issue 1.065 shares of Class H stock for each
   share of GM $1-2/3 stock that is validly  tendered in the exchange offer. The
   exchange ratio  reflects a premium of 17.7% on GM $1-2/3 stock,  based on the
   April 19 closing prices of $88.50 per share of GM $1-2/3 and $97.81 per share
   of Class H on the NYSE composite tape.  However,  the relative trading prices
   of GM $1-2/3  stock and Class H stock will  fluctuate  over the course of the
   exchange  offer and any  premium  that you might  receive as a  tendering  GM
   $1-2/3  shareholder  will depend on the relative  trading prices of GM $1-2/3
   stock and Class H stock at the time of the closing of the exchange offer.

Q6. Who can participate in the exchange offer?
A. Any person, who holds shares of $1-2/3 stock that are properly tendered in
   the U.S. or a country where the exchange offer is permitted, may participate
   in the exchange offer.

Q7. Will the exchange offer be available to stockholders outside the U.S.?
A. GM is making the exchange offer globally, except in certain jurisdictions
   where legal constraints do not permit us to conduct the offer.

Q8. How many shares of Class H stock will I receive for each share of $1-2/3
common stock that I tender?
A. You will receive 1.065 shares of Class H common stock for each share of GM
   $1-2/3 common  stock that is  validly  tendered  and  accepted  by GM. If,
   upon the expiration  date,  $1-2/3  stockholders  have tendered  more than
   86,396,977 shares of $1-2/3 common stock so that more than 92,012,781  shares
   of Class H common  stock  would be  exchanged,  GM will  accept on a pro-rata
   basis all shares of $1-2/3's tendered with appropriate  adjustments to avoid
   the return of fractional shares.

Q9. When will I receive my shares of Class H common stock?
A. Evidence  of  ownership  of shares of Class H stock  issued in  exchange  for
   shares of $1-2/3 stock validly tendered in the exchange offer and accepted by
   GM will  be  sent  to  participating  stockholders,  in the  form of  account
   statements from GM's transfer  agent,  as promptly as reasonably  practicable
   following the exchange offer.  Stockholders  participating  through  employee
   benefit  plans or their  brokers will receive  account  statements  from such
   parties.   Currently,   Class  H   stock   is   issued   under   the   direct
   registration-certificateless-system,   although   stockholders   may  request
   certificates rather than account statements.

Q10. How was the exchange ratio determined?
A. In determining  the exchange  ratio,  GM considered,  among other things:  i)
   recent market prices for GM $1-2/3 common stock and Class H common stock; and
   ii) financial advice from its dealer manager in the exchange offer.

Q11. When will you commence the exchange offer?
A. The exchange offer was commenced Monday April 24.

Q12. When will the exchange offer expire?
A. Unless extended by GM, the exchange offer will expire on May 19.  This date
   is 20 business days after commencement.

Q13. What will happen to the value of my GM $ 1 2/3 common stock with this
transaction?
A. We can give no assurances regarding the market price of GM $1-2/3 stock or
   Class H stock in the future.  However, we do expect this restructuring to
   increase the GM $1-2/3 earnings per share.

Q14. What happens if the exchange offer is undersubscribed (i.e., if less than
28,798,992 shares of $1-2/3 common stock are tendered)?
A. If the exchange offer is undersubscribed, GM may choose to complete the offer
   for a lower amount (i.e., waive the minimum condition) or the exchange offer
   will be terminated and any shares you may have tendered will be returned to
   you.

Q15. What happens if the exchange offer is over-subscribed (i.e., if more than
86,396,977 shares of $1-2/3 common stock are tendered)?
A. If the exchange offer is over-subscribed, all shares of $1-2/3 common stock
   that are validly  tendered will be accepted for exchange subject to proration
   except that  tenders  from  persons  who own fewer than 100 shares of $1-2/3
   common stock,  which are  sometimes  referred to as  "odd-lots",  will
   generally be accepted in full.  Shares  tendered and not accepted due to
   proration will be returned to the tendering person.

Q16. What are the tax implications of this transaction?
A. For U.S. federal income tax purposes, the exchange will generally be tax-free
   to GM and its GM $1-2/3  stockholders,  except that cash  received in lieu of
   fractional  shares generally will be taxable to the  stockholder.  As always,
   you should consult your tax advisor as to the particular tax  consequences of
   your participation in the exchange offer.  Certain information  regarding the
   tax  treatment  to be  afforded  to  stockholders  outside the U.S. is in the
   prospectus or will  accompany the prospectus  when it is distributed  outside
   the U.S. Since we cannot provide tax  information  to  stockholders  in every
   country, we advise them to consult their local tax advisors.

Q17. How will fractional shares be handled?
A. Fractional shares will be settled for cash.

Q18. Who are GM and Hughes bankers on the exchange offer?
A. Morgan  Stanley Dean Witter will act as dealer  manager for General Motors in
   connection  with  the  exchange  offer.  Salomon  Smith  Barney  will  act as
   marketing manager for Hughes in connection with the offering.

Q19. 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 GM $1-2/3 stock  repurchase
program in conjunction with the Fiat transaction?
A. GM will issue shares of GM $1-2/3 stock in conjunction with the Fiat
   transaction.  Increasing the exchange offer by $1 billion will mitigate the
   dilutive effect on earnings per share  associated with the additional  shares
   of $1-2/3 stock outstanding that will be issued in the Fiat transaction.

Q20. How can I find out more information about the exchange offer?
A. GM urges holders of GM $1-2/3 Common Stock to read the Registration Statement
   on Form S-4, including the prospectus,  regarding the exchange offer referred
   to herein as well as the other  documents  which General  Motors has filed or
   will file with the Securities and Exchange  Commission,  because they contain
   important  information.  Holders of GM $1-2/3  Common Stock may obtain a free
   copy of the  prospectus  and other  documents  filed by General Motors at the
   Commission's web site at www.sec.gov or at General Motors' web site at gm.com
   or from General  Motors by directing  such request in writing or by telephone
   to:

                              GM Fulfillment Center
                                 MC 480-000-FC1
                              30200 Stephenson Hwy.
                            Madison Heights, MI 48071
                            Telephone: (313) 667-1500
                              Select 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  Corporation
   Communications: 212-418-6380.

Class H
- - -------

Q1. As a potential participant in GM's exchange offer, I would like to better
understand Hughes strategy and investment story?
A. You should read the section of the prospectus entitled Business of Hughes and
   Risk Factors to gain further insight into the Hughes strategy and investment
   story. In part, the prospectus  indicates that in the first quarter of 2000,
   Hughes announced major changes in its corporate structure and business mix
   designed to sharply focus the company's  resources and  management  attention
   on its  high-growth entertainment,  information and business  communications
   services businesses.  Through several  strategic moves (e.g.,  sale of the
   satellite  manufacturing operations,  discontinuance  of certain  wireless
   manufacturing  activities, refocus  on  wireless  broadband  opportunities,
   realignment  of  marketing organization  along  customer  lines)  Hughes  has
   become a  highly  focused entertainment  and  information  services and
   distribution  company.  Hughes believes that it is now in a  better position
   to  pursue  its  high-growth businesses.  Today,  Hughes' primary growth and
   value driver is DIRECTV,  the world's largest digital provider of
   entertainment services.

Q2. How will these transactions impact Hughes and its ability to execute its
business strategy and take advantage of the growth opportunities in the
communications and entertainment industry?
A. Hughes' ability to execute its business strategy should not be affected by
   the transactions, although the  increased  liquidity of Class H stock may
   enable Hughes to use Class H stock more effectively in strategic transactions
   designed to achieve its growth objectives.

Q3. Following the announcement of the pending sale of the satellite
manufacturing business to Boeing, will Hughes have sufficient cashflow to fund
its growth initiatives or will Hughes be going into the capital markets this
year to raise debt or equity?
A. Hughes currently anticipates that the Boeing transaction proceeds and other
   sources of funds  should be  sufficient  to meet all of  Hughes'  expected
   2000 cash  requirements and a portion of the requirements  projected for 2001
   (excluding potential  mergers,  acquisitions,  alliances or similar
   transactions). The Boeing  transaction is scheduled to close later this year.
   Hughes expects to use a combination  of commercial  bank  borrowings and
   floating rate notes to fund interim cash requirements  pending receipt of the
   Boeing sale proceeds.  Hughes may also access the term debt market later in
   the year to prefund 2001 needs if market conditions are attractive.

Q4. What should we read into the announcement of new outside board members by
Hughes?
A. The election of Bernee D.L. Strom, Peter A.Lund and James M. Cornelius to the
   Hughes Board indicates that Hughes is able to attract outstanding individuals
   to its board who are capable of providing  valuable  direction and assistance
   in overseeing Hughes' business.

Q5. What impact will the  proposed  increase  from 600 million to 3.6 billion in
the number of Class H shares  authorized and expected stock split,  as discussed
in GM's Proxy Statement, have on the exchange offer?
A. We don't anticipate that it will have any effect on the exchange offer.

Pension Fund and VEBA Questions
- - -------------------------------

Q1. What is GM proposing with respect to its pension plans and VEBA Trust?
A. We have announced that we currently plan to contribute about $7 billion of
   Class H stock to our U.S.  Hourly-Rate  Employees  Pension  Plan and the VEBA
   Trust for other post-retirement  employee  benefits  for hourly  retirees.
   This will help to continue the fully funded status (on a SFAS 87 basis) of
   our pension plan and will also  partially  fund GM's OPEB  liability.  As a
   result,  we expect our annual pension and OPEB expense to be reduced.

Q2.Why is GM contributing shares of Class H to GM's pension plan and VEBA Trust?
A. By contributing shares of Class H to GM's Pension Plan and VEBA Trust, GM
   would to some extent free up cash otherwise  earmarked for benefit plan
   contributions  and at the same time help  provide for the fully  funded
   status (on a SFAS 87 basis) of GM's Hourly Pension Plan. In addition,  the
   VEBA  contribution is expected to further  defease  GM's  post  retirement
   health  care  and  life  insurance   liabilities. Furthermore, future
   appreciation of Class H stock, to the extent it exceeds GM's 10% asset return
   assumption,  could lower future pension and OPEB expense.

Q3. How many shares of Class H common stock will be contributed to GM's Hourly
Pension Plan and VEBA Trust?
A. Although we have not determined the exact amounts, we currently expect that
   the contributions will likely be up to the maximum  allowable  ERISA limits.
   The exact amounts will be determined  by  GM  immediately  prior  to  making
   each  of  these contributions.

Q4. How will GM choose the level of contribution to its Hourly Pension Plan and
VEBA Trust?
A. With respect to pension and VEBA funding, there are regulatory factors which
   constrain the size of a potential Class H contribution.  In particular, ERISA
   restricts  the amount of employer  securities  and employer  real  property a
   benefit  plan can hold to no more than 10% of the fair market value of assets
   in the plan as measured immediately following the contribution.  In addition,
   the plan cannot hold more than 25% of the outstanding  shares of any class of
   employer  securities,  and at least 50% of the  remaining  shares  have to be
   independently  held.  These  restrictions put an upper limit on the amount of
   Class H Stock which could be contributed.


Q5. What is the timing of these contributions?
A. It is expected  that both the Pension  Plan and the VEBA Trust  contributions
   will  take  place in the  second  quarter  of 2000.  We  currently  expect to
   complete the contributions following the exchange offer. We reserve the right
   to modify the amount or timing of the pension  and VEBA Trust  contributions,
   or not to make any  contributions  at all,  in the  event  that the  Board of
   Directors  determines that such a change would be in the best interests of GM
   and its stockholders.

Q6. A share exchange of this size in conjunction with the large contributions of
Class H stock to the Pension Plan/VEBA Trust could cause a supply/demand
imbalance in the market and put temporary downward pressure on the Class H stock
price.  How will GM minimize this situation?
A. We do not believe that it would be in the best interests of the Pension Plan
   and/or VEBA to disrupt the market with disorderly sales of Class H stock.

Q7. Who will manage the Class H shares for the Pension Plan and the VEBA trust?
A. U.S. Trust Company of New York.

Q8. Will there be a discount on the shares contributed to the Pension Plan /
VEBA Trust?
A. Any discount will be determined by U.S. Trust  on behalf of the Pension Plan
   and VEBA Trust.  GM does not currently know what discount will be applied to
   the contributions to either the Pension Plan or the VEBA Trust.

Q9. What are the U.S. tax implications of the contributions to the benefit
plans?
A. GM will receive a tax deduction for the pension and VEBA contributions based
   upon the fair-market value of the stock at the time of the contribution.

Q10. What is GM's pension funding history?
A. In 1992 through 1994, GM contributed $13.4 billion to its U.S. Hourly and
   Salaried Pension  Plans.  In 1995 through 1999, GM contributed $14.6 billion
   to its pension plans ($8.3 billion in cash and $6.3 billion in stock).  The
   breakdown for 1995 through 1999 is as follows:
      ($, billions)         1995      1996      1997     1998      1999
      Cash Contributions     4.1       0.8      1.5       1.1       0.8
      Stock contributions*   6.3
       *GM Class E stock

Q11. What is the current funded status of GM's pension liabilities?
A. As of year-end 1999, GM's total U.S. pension plans were $6.2 billion
   overfunded on a SFAS 87 basis.


Q12. I thought GM's Hourly Pension Plan was fully funded. Why is GM contributing
additional funds to the plan?
A. The U.S. Hourly Pension Plan is $1.2 billion over funded on an SFAS-87 basis.
   However,  federal  regulatory  funding  requirements  are not determined on a
   SFAS-87  basis.  GM strives to fund its U.S.  pension plans to such an extent
   that it meets  minimum  funding  contribution  requirements  under ERISA each
   year,  avoids PBGC  variable  rate  premiums,  and avoids  deficit  reduction
   charges.  To satisfy such criteria,  GM would expect to make  additional cash
   contributions  to the U.S. Hourly Pension Plan in the future.  Therefore,  to
   avoid the necessity of such future  contributions,  GM has decided to proceed
   with the  proposed  Class H stock  contributions  in order to retain  cash in
   future periods for use in its business.

Q13. What is a VEBA Trust?
A. A VEBA Trust is one  organized  and operated  under the rules of the Internal
   Revenue Code. VEBA stands for Voluntary Employees'  Beneficiary  Association.
   It is a  tax-exempt  trust which can be used to fund  welfare  benefits  (not
   pension),  including  post-employment  health care and insurance benefits for
   employees including those covered by collective  bargaining agreements (i.e.,
   union  employees).  These types of benefits  comprise GM's OPEB  liabilities.
   GM's VEBA Trust is for the benefit of represented hourly retirees only.

Q14. What is the benefit of a VEBA Trust?
A. A VEBA Trust provides GM with a tax-efficient way to prefund certain benefit
   plan liabilities because it allows tax-deductible  contributions and permits
   trust assets to grow tax-free.

Q15. What is the value of the asset GM currently has in its VEBA Trust?
A. About $6.3 billion at year-end 1999.

Q16. What is GM's current U.S. OPEB liability?
A. GM's U.S. OPEB liability is about $42.7 billion on a gross basis at year-end
   1999 (before deferred tax asset and VEBA funding).

Q17. Following this contribution of Class H shares to GM's VEBA Trust what will
be the funded status of GM's OPEB liabilities?
A. As there are no requirements to fund the VEBA Trust, there is no "funded
   status" per se. The aggregate future liabilities in excess of current funding
   is approximately $23 billion, net of deferred tax asset.

Rating Agency Questions
- - -----------------------

Q1. What is the Rating Agency reaction to these transactions?
A. The rating  agencies  view this  transaction  favorably  as the Class H stock
   contributed to the Hourly Pension Plan and VEBA will further  strengthen GM's
   balance sheet.

Q2. How does GM's retention of an economic interest in Hughes help its credit
rating?
A. GM's economic interest in Hughes should be viewed as a storehouse of value
   which, combined with GM's  strong  liquidity  position,  provides  GM with
   strong  financial flexibility.

Tracking Stock Questions
- - ------------------------

Q1. What kind of security is GM Class H stock?
A. GM Class H stock is a common stock of General Motors which is often referred
   to as a "letter stock" or "tracking stock".

Q2. What is "tracking stock" or "letter stock" and how does it work?
A. A  "tracking  stock"  (also known as letter  stock) is a separate  class of a
   company's  common stock that is designed to provide  holders  with  financial
   returns based on the financial performance of a group of assets or a specific
   business  unit,  division,  or  subsidiary.  Holders of a tracking  stock are
   stockholders  of the parent  company  and not of the  underlying  business or
   subsidiary.  The market value of the tracking  stock  generally  reflects the
   economic value of the tracked business rather than that of the parent company
   as a whole.  In the case of the GM Class H stock,  the  security  tracks  the
   financial performance of Hughes Electronics Corporation.

Q3. What are the benefits to having a "tracking stock"?
A. A tracking stock can provide many benefits  including:  a) greater  financial
   flexibility  (i.e.,  ability to raise capital  through a "currency"  directly
   tied to an underlying business); b) advantages of doing business under common
   ownership (i.e., synergies);  c) greater market recognition (which translates
   to better  realization  of value);  d) increased  shareholder  choice  (i.e.,
   better match of investor  profiles);  e)  advantages  of  accounting  and tax
   consolidation;  f)  management  incentives  (i.e.,  ability  to direct  stock
   options and tracking stock to employees of the tracked business).

Q4. Are there separate stockholder meetings for holders of Class H stock?
A. No.  As stockholders of GM, Class H stockholders participate in the GM
   stockholder meetings.

Q5. What are the voting rights for Class H stock?
A. Each holder of Class H common stock is entitled to 0.60 vote per share.  Each
   holder of GM $1-2/3  common  stock is  entitled  to one vote per  share.  The
   holders of GM $1-2/3 and Class H vote  together on all  matters,  except with
   respect to certain special matters pertaining to each class.

Q6. How are conflicts of interest with respect to GM's dual class common stock
structure resolved?
A. Under Delaware law, the GM Board owes a fiduciary duty to all holders of GM
   common stock and must act in the  best  interests  of the  corporation  and
   all  stockholders, regardless of class. In this regard,  the GM board,
   principally  through its Capital Stock Committee,  oversees the policies,
   programs and practices of GM which may impact the potentially divergent
   interests of the two classes of GM common  stock.   The  Capital  Stock
   Committee  is  comprised   entirely  of independent directors of GM.

GM Employees
- - ------------

Q1. Can I participate in the exchange offer?
A. Yes,  any GM  $1-2/3  stockholder,  including  employees  who hold GM  $1-2/3
   directly,  through a broker,  or who  participate  in the  various GM savings
   plans can  participate  in the exchange  offer.  You will also be able to get
   information about the exchange via GM's Socrates intranet site.

Q2. What will be the impact of the transaction on my stock options?
A. This transaction will not change the exercise price or number of your stock
   options.

Q3. If I hold shares of $1-2/3 stock which I acquired through the exercise of an
incentive stock option (ISO) less than a year prior to the close of the exchange
offer, can I tender those shares into the exchange offer without losing the
favorable ISO tax treatment?*
A. Yes, shares of $1-2/3 stock acquired through an exercise of an incentive
   stock option less than a year  before the close of the exchange offer can be
   tendered into the exchange for Class H stock  without  losing the favorable
   ISO tax treatment.

      [*i.e.,  assuming a  stock-for-stock  exercise of an ISO, the value of the
      additional  stock  acquired in the ISO exercise (the "spread") will not be
      taxed  until the  Class H stock is sold,  and then  generally  only at the
      long-term  capital-gain  rate rather than the higher  ordinary income rate
      imposed on  disqualifying  dispositions  of ISO stock that is  disposed of
      before the end of the one-year holding period]

Q4. What effect will such an exchange  have on (1) the "tax basis" of my stock
and (2) the  length of the holding period  required before I can sell the Class
H stock acquired in the exchange offer without losing the favorable ISO tax
treatment?
A. If you use shares  acquired  through an ISO  exercise in the exchange  offer,
   the tax basis of the shares tendered, including the basis allocated to the
   additional shares of $1-2/3  stock  acquired  through the exercise of the ISO
   (if any), must be  allocated  to the Class H stock you  receive  in  exchange
   for such shares.

   The period of time between the original exercise of your ISO stock option and
   the time the exchange  occurs will carry over or be "tacked" onto the Class H
   stock you receive.  When the  remainder  of the one year  holding  period has
   expired,  you may sell the Class H stock without losing the favorable ISO tax
   treatment.

   In other words,  if you sell the Class H stock acquired in the exchange prior
   to the one year anniversary of the original related stock option exercise, it
   will be considered a disqualifying  disposition of ISO stock and taxed at the
   ordinary income rate.

Other
- - -----

Q1. What is the EPS impact for GM $1-2/3 of the restructuring?
A. The EPS impact will ultimately depend on the level of stockholder
   participation in  the exchange offer.

Q2. What will GM do with the cash saved (i.e., the cash that no longer needs to
be contributed to the pension plan)?
A. GM will determine where this cash would best benefit the corporation and its
   stockholders.

Q3. As GM will effectively free up cash through the proposed Class H
contribution to its pension and VEBA, will GM announce a new share repurchase
program?
A. At the time of the February 1st announcement GM had no current outstanding
   share repurchase  program.  However,  on March 13th,  in  connection  with
   the Fiat transaction, GM's board approved $2.4 billion in new repurchases of
   GM $1-2/3 common stock which it expects to complete before year-end.
   Specifically,  GM increased  the size of the  exchange  offer by $1  billion
   (to a total of $9 billion)  and will  initiate a $1.4  billion  cash
   repurchase  program to be implemented in the second half of the year.


                                              # # #


Use of the words anticipate,  expect, should, believe, plan, intensify, overcome
and  similar  words are  associated  with  forward-looking  statements  that are
inherently subject to numerous risks and uncertainties.  Accordingly,  there can
be no assurance that the results  described in such  forward-looking  statements
will be realized.  The principal  risk factors that may cause actual  results to
differ materially from those expressed in forward-looking  statements  contained
in this news  release are  described in various  documents  filed by GM with the
U.S.  Securities and Exchange  Commission,  including GM's Annual Report on Form
10-K for the year ended December 31, 1999, filed March 13, 2000 (at page II-20).

   We urge holders of GM $1-2/3 Common Stock to read the Registration  Statement
   on Form S-4, including the prospectus,  regarding the exchange offer referred
   to above,  as well as the other documents which General Motors has filed with
   the Securities and Exchange Commission,  because they contain or will contain
   important  information.  Holders of GM $1-2/3  Common Stock may obtain a free
   copy of the  prospectus  and other  documents  filed by General Motors at the
   Commission'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
                                 MC 480-000-FC1
                              30200 Stephenson Hwy.
                            Madison Heights, MI 48071
                            Telephone: (313) 667-1500
                              Select 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  Corporation
   Communications: 212-418-6380.


     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, 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, 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 jurisdiction in which offer, solicitation or sale would be unlawful prior to
registration   or   qualification   under  the  securities   laws  of  any  such
jurisdiction.  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.