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) August 16, 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
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  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313) 556-5000
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                                           - 1 -
ITEM 5. OTHER EVENTS

     On August 18, 2000,  General Motors Corporation (GM) issued a press release
announcing that GM received notice that Icahn intends to purchase its stock.

GENERAL MOTORS RECEIVES NOTICE THAT ICAHN INTENDS TO PURCHASE ITS STOCK

     DETROIT - General Motors [NYSE GM, GMH] today said that it received  notice
on August 16 from Carl Icahn that he  intends to acquire  more than $15  million
worth, but less than 15 percent,  of GM $1-2/3 common stock subject to clearance
under the Hart Scott Rodino Anti-trust Improvements Act.

     In order to ensure GM satisfies its  disclosure  obligations  under federal
securities laws, General Motors decided to make today's announcement in order to
provide this  information to public  stockholders as GM continues its previously
announced  $1.4  billion  share  repurchase   program.  GM  had  commenced  this
repurchase of GM $1-2/3  common stock in order to partially  offset the issuance
of  stock  to  Fiat in  connection  with  the  strategic  relationship  recently
established between the two companies.

     GM believes  that its common stock is  undervalued  at its current  trading
price.  In light of the  aggressive  shareholder  value  initiatives  which  the
company has undertaken over the last several years, and its continued commitment
to enhancing shareholder value, GM stock is an attractive investment.

     "Our track record is clear," said GM Chairman  John F. Smith,  Jr. "We have
returned  more  than  $34  billion  to  our   shareholders   since  1997,  while
simultaneously  strengthening our financial position,  funding profitable growth
initiatives  and  establishing  strategic  global  relationships  in our various
business segments.

     "During this period, GM has also achieved record earnings, underscoring our
commitment to do more with less...  improving  earnings  while  utilizing  less
shareholder capital," Smith said.

     The company's recent restructuring of its economic interest in Hughes was a
clear example of this commitment to shareholder value enhancement. At that time,
the company said it was stepping up the pace of its  evaluation  regarding  what
Hughes ownership structure would be optimal for the two companies.

     "We continue to look at ways to further unleash value from our ownership of
Hughes while preserving our strong credit ratings," said Smith.

                                      # # #

                                    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    August 21, 2000
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                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

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