POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and
appoints each of Martin I. Darvick, Anne T. Larin, Frederick A. Fromm, Jr.,
Tia Y. Turk, Marilyn G. deRaad, Kathleen A. Taylor and Wilma K. Baker signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
	        capacity as a director of General Motors Corporation (the
                "Corporation"), Forms 3, 4 and 5 in accordance with
                Section 16(a) of the Securities Exchange Act of 1934 and the
                rules thereunder;

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
                as a director of the Corporation, Form 144 in accordance with
                the Securities Act of 1933 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which
                may be necessary or desirable to complete and execute any such
                Form 3, 4, 5 or 144, complete and execute  any amendment or
                amendments thereto and timely file such form with the United
                States Securities and Exchange Commission and any other stock
                exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
                foregoing which, in the opinion of such attorney-in-fact, may
                be of benefit to, in the best interest of, or legally required
                by, the undersigned, it being understood that the documents
                executed by such attorney-in-fact on behalf of the undersigned
                pursuant to this Power of Attorney shall be in such form and
                shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
 might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is
the Corporation assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the
Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms  3, 4,  5 and 144 with respect
to the undersigned's holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of  September, 2004.

					       / s /
	  		        _________________________
				          Ellen J. Kullman

Subscribed and sworn to before me this
17th day of  September, 2004


                       / s /
_____________________________
Patricia A. Hardt
Notary Public
State of Delaware
My Commission Expires:  Oct. 13, 2004
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