UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported) December 15, 2004



                           GENERAL MOTORS CORPORATION
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)



          STATE OF DELAWARE                  1-143           38-0572515
          -----------------                  -----           ----------
      (State or other jurisdiction of     (Commission     (I.R.S. Employer
      Incorporation or Organization)      File Number)   Identification No.)

      300 Renaissance Center, Detroit,                           48265-3000
      Michigan                                                   (Zip Code)
      --------
      (Address of Principal Executive
      Offices)



          Registrant's telephone number, including area code (313) 556-5000
                                                             --------------








================================================================================

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))








ITEM 8.01.  OTHER EVENTS

On Dec. 15, 2004, General Motors  Corporation (GM) contributed  approximately 11
million  shares of XM Satellite  Radio  Holdings Inc. (XM) Class A common stock,
into a trust established primarily to pre-fund health-care expenses for its U.S.
hourly retirees.

The stock, which was valued by an independent appraiser at approximately $419
million at the time of the contribution, will be added to the Voluntary
Employees' Beneficiary Association (VEBA) trust established to pre-fund part of
GM's other postretirement employee benefits (OPEB) liability related primarily
to health-care expense. Total assets in the VEBA trust were approximately $16.0
billion at Sept. 30, 2004. GM's gross OPEB liability, when last officially
reported on Dec. 31, 2003, was $67.5 billion.

Before the contribution, GM owned approximately 16.5 million shares of XM Class
A common stock and preferred convertible stock. GM now holds approximately 5.6
million shares of XM common stock, including shares convertible into common
stock. GM will retain a seat on the XM board of directors.

The contribution of the XM stock to the VEBA trust was determined to be an
appropriate and timely opportunity to utilize a GM-held asset to help address
the impact of rising health-care costs for retirees. GM continues to place a
high value on its business relationship with XM Radio, which supplies
satellite-radio subscription services made available by GM on more than 50
vehicle models sold in the United States.

The gain on this transaction, to be disclosed at a future date, will be handled
as a special item in GM's 2004-calendar year financial results.


                                      # # #



                                   SIGNATURES

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:  December 17, 2004             By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)