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) January 31, 2005



                           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,                              48265-3000
     Detroit, 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 1.01.  Material Definitive Agreements
            2005 Annual Incentive Plan Awards



The Executive Compensation Committee (ECC) of the Board of Directors of General
Motors Corporation (GM) has approved an Annual Incentive Plan for 2005, pursuant
to the provisions of the General Motors 2002 Annual Incentive Plan approved by
stockholders in 2002.

o    Annual Incentive Program awards are paid to the Corporation's approximately
     2,800 executives.  These awards are made annually;  however,  any payout is
     determined based on established performance targets.

o    At the beginning of each  performance  period,  the  Committee  establishes
     performance targets, and also sets a minimum performance level that must be
     achieved  before  any  awards  can  be  paid.  If  this  minimum  level  of
     performance is not met, there will be no annual incentive payout.  When the
     payout  range is  established,  the  performance  necessary  to achieve the
     objective  is assessed by  reviewing  both past and  projected  performance
     levels,  as well as external  marketplace  conditions  such as the economic
     environment,  competitive performance levels, projected automotive industry
     volumes,  and other relevant  factors.  The size of final awards depends on
     the  actual  level  of   performance   achieved  in  comparison   with  the
     pre-established corporate and region/unit objectives, as well as individual
     performance.  Performance  data may be  adjusted  to reflect  the impact of
     unplanned or extraordinary  events. In addition, a peer review is conducted
     to assess GM's business performance relative to that of key competitors.

o    The payment of the annual incentive awards is dependent on meeting specific
     levels of corporate net income and operating  cash flow,  and an average of
     various regional  performance  measures such as market share,  quality, and
     warranty  cost that are based upon targets  approved by the ECC. At the end
     of 2005, the Corporation's overall operating performance and relative level
     of goal  attainment  will be  reviewed  with the ECC.  Performance  against
     pre-established  targets  within  the  various  regions/units  will also be
     reviewed.  Based on results  achieved,  the  corresponding  payout  will be
     established,  and cash  awards  paid to  executives,  including  the  named
     executive officers.



                                      # # #



                                   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:  February 4, 2005              By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)