SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KOWALESKI THOMAS J

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, P.O. BOX 300

MAIL CODE: 482-C38-B71

(Street)

DETROIT

482653000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2004

3. Issuer Name and Ticker or Trading Symbol
GENERAL MOTORS CORP [ GM & GMH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
General Motors Common Stock, $1-2/3 Par Value	200	D
General Motors Common Stock, $1-2/3 Par Value	1,078	I	Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
GM Phantom Stock Units $1-2/3 Par Value Com Stock⁽²⁾	08/08/1988⁽²⁾	08/08/1988⁽²⁾	General Motors Common Stock, $1-2/3 Par Value	549	$0.00	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	04/05/2000⁽³⁾	04/06/2009	General Motors Common Stock, $1-2/3 Par Value	4,808	$72.26	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/10/2001⁽³⁾	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	9,000	$75.5	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/08/2002⁽³⁾	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	11,000	$52.35	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/07/2003⁽³⁾	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	11,000	$50.46	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	02/04/2003⁽³⁾	02/05/2012	General Motors Common Stock, $1-2/3 Par Value	5,500	$50.82	D
GM Stock $1-2/3 Par Value Option (Right To Buy)⁽³⁾	01/21/2004⁽³⁾	01/22/2013	General Motors Common Stock, $1-2/3 Par Value	11,000	$40.05	D

Explanation of Responses:

1. Shares held in trust under General Motors Stock Purchase Program as of 12/31/03. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan.

2. The Phantom Stock Units are held under Section 16b-3(c) exempt Rule 16b-3(b)(2) eligible excess benefit plan operated in conjunction with a qualified 401(k) plan. The Units are payable in cash upon separation from General Motors. These Units are being reported even though they are exempt under Rule 16b-3. Units held as of 12/31/03. The price of zero and the dates of 08/08/88 are fictional and only used for purposes of facilitating the electronic filing of this Form.

3. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. Stock option is exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant.

Remarks:

	By: Martin I. Darvick - Attorney-in-Fact for	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.