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) September 20, 2001
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                           GENERAL MOTORS CORPORATION
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             (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
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(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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ITEM 5. OTHER EVENTS

      On September 20, 2001, General Motors Corporation (GM) issued a news
release announcing that GM, Daewoo Motor Company and Creditors reached a
preliminary agreement. The release is as follows:


       GM, DAEWOO MOTOR COMPANY AND CREDITORS REACH PRELIMINARY AGREEMENT

                          Sign MOU to Form New Company


   SEOUL -- General Motors Corporation, Daewoo Motor Company, and the Korea
Development Bank, acting on behalf of the Daewoo Motor Creditors Committee
(creditors), today signed a non-binding memorandum of understanding outlining
the terms and conditions, timetable and steps required for the formation of a
new company to be owned jointly by GM and certain of its alliance partners.

   The new company would have annual revenues of about $5 billion and own and
operate selected domestic and foreign assets and businesses of the Daewoo
Automotive business. This transaction will result in the establishment of a
well-capitalized company with strong financial flexibility. Both partners are
committed to ensuring that this company is transformed into a viable and
competitive automotive enterprise. This transaction allows the creditors to
participate in the success of the company while also enabling GM to achieve its
strategic objectives of gaining access to the Korean market and a strong
portfolio of highly cost competitive vehicle platforms, in support of global
strategic initiatives.

   With the signing of the MOU, General Motors will immediately begin final due
diligence. Both sides anticipate that a binding set of agreements will be signed
before year-end.

   In addition, a General Motors transition team is on the ground in Korea and
will immediately begin to work with current Daewoo management on the development
of an orderly transition plan to continue to stabilize the company, ensure its
long-term financial viability, honor commitments to existing customers, ensure
the continued supply of vehicles, parts and servicing, strengthen the Daewoo
brand name and enhance Daewoo Motor's global reputation for offering customers
superior value.

   The basic framework for this agreement includes the following:

   -  The new company will be capitalized through cash contributions of $400
      million from GM and its alliance partners and $197 million from the
      creditors for ownership stakes equaling 67 percent and 33 percent
      respectively.

   -  General Motors Corporation, which will be the largest shareholder by a
      significant amount, will own less than 50 percent of the new company. One
      or more of GM's alliance partners will participate in this investment,
      bringing the GM/alliance partner position to 67 percent.

   -  The new company will be managed by GM and its alliance partners working
      with the existing DWMC management team.

   -  In return for the creditors contributing selected Daewoo automotive
      businesses and assets to the new company, the new company will issue to
      the creditors a long-term redeemable preferred equity with a face value of
      $1.2 billion and an average annual coupon rate of 3.5 percent.




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   -  The new company will also assume approximately $320 million of debt
      comprising existing borrowings at the overseas subsidiaries.

   -  The new company will assume certain normal operating liabilities
      (severance, warranty, and supplier obligations) capped at $510 million. In
      addition, the new company will also assume inventories guaranteed to have
      a value of $980 million.

   -  Long-term committed working capital facilities of $2.0 billion will be
      provided to the new company by the Korean creditors.

   -  At the outset, the new company would include the Changwon and Kunsan
      domestic manufacturing plants. The Bupyong facility would remain open and
      continue to supply the new company with vehicles, engines, transmissions
      and components. The agreement includes a provision that allows for the
      potential future acquisition and integration of the Bupyong plant into the
      new company should it be appropriate.

   -  The new company would also include 22 current overseas sales subsidiaries
      of Daewoo Motor along with manufacturing facilities in Egypt and Vietnam.

   -  For those overseas manufacturing facilities of Daewoo Motor that are not
      being acquired by the new company, several will continue to be supplied
      parts, components and technical assistance from the new company for a
      period of time.

   General Motors, Daewoo Motor Company and the Daewoo Motor Corporation
Creditors Council began formal negotiations in May following more than six
months of evaluation and business plan development. Both sides have agreed to
keep the content of their discussions confidential during this final negotiation
process.

                                    # # # # #



                                    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    September 21, 2001
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                                       By
                                            /s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)









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