8-K

                                  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 6, 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, Detroit, Michigan                  48265-3000
      -----------------------------------------                  ----------
      (Address of Principal Executive Offices)                   (Zip Code)




        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))






                                TABLE OF CONTENTS

Item 1.01 Entry into Material Definitive Agreement
Item 5.02 Appointment of Principal Officer
Signature
Exhibit Index
Exhibit 99.1 John M. Devine Agreement




ITEM 1.01   ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02   APPOINTMENT OF PRINCIPAL OFFICER


(1) On December 13, 2005, Mr. John M. Devine's five-year employment agreement as
Vice Chairman and Chief Financial Officer expires. Mr. Devine has agreed to
remain for up to one additional year as a Vice Chairman of the Corporation
beyond his original agreement. This was approved by the General Motors
Corporation Board of Directors at its meeting on December 6, 2005. He will work
closely with Frederick "Fritz" Henderson, GM's Chief Financial Officer and a
Vice Chairman of the Corporation, on transitional issues and advise Chairman and
CEO, Rick Wagoner, on implementing the GM North America turnaround plan and
other strategic issues. The terms of Mr. Devine's continued employment are
attached hereto as Exhibit 99.1.

(2) Frederick A. Henderson, 47, has been elected Chief Financial Officer and a
Vice Chairman of the Corporation effective January 1, 2006. Mr. Henderson has
been Group Vice President and Chairman of General Motors Europe (GME) since June
2004 and previously was Group Vice President and President of GM Asia Pacific
from 2002 to 2004, and Group Vice President and President of GM Latin America,
Africa, and Middle East (LAAM) region from 2000 to 2002. Mr. Henderson also
served as President and Managing Director of GM do Brasil from 1997 to 2000,
after holding a variety of management positions at GM's former Delphi unit, GMAC
and the GM Treasurer's Office. As a Vice Chairman, Mr. Henderson's base salary
will be $1,550,000, and he will continue to participate in the compensation
plans available to executive officers as described in the Corporation's proxy
statement for its 2005 Annual Meeting of Stockholders dated April 29, 2005, and
as set forth as exhibits to various periodic filings by the Corporation.

Mr. Henderson's brother, Douglas L. Henderson, is a non-executive employee of
the Corporation, with annual compensation of less than $150,000. Other than that
relationship, there is no reportable relationship between the Corporation or its
affiliates and Mr. Henderson.

(3) General Motors Corporation announced the foregoing personnel changes in a
press release issued on December 6, 2005. That press release was filed with the
SEC on Form 8-K on December 7, 2005.


Exhibit                  Description                   Method of Filing
- -----------------------------------------------------------------------
99.1                     John M. Devine Agreement      Filed herewith


                                      # # #



                                   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 9, 2005              By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)

EX-99

                                                                   EXHIBIT 99.1




                                December 9, 2005



Mr. John Devine




Dear John:

I am extremely pleased that you have agreed to remain in the position of Vice
Chairman for up to one year beyond our current agreement which expires December
13, 2005.

Your base salary and other components of incentive pay and benefits will
continue at their current levels, subject of course to periodic review and
possible adjustment by the Executive Compensation Committee of the Board of
Directors.

As the expiring agreement provides, the balance (50% or 95,200 shares) of your
special grant of restricted stock units will vest and become payable to you 18
months after your retirement. GM will also continue to compensate you for the
loss of your non-qualified pension benefit from your prior employer per the
provisions of the expiring contract.

Please indicate your acceptance of these terms by signing below. Please be aware
that the most recent Compensation Statement you signed in 2004 remains in
effect.

I look forward to our continuing relationship.

                                   Sincerely,

                           /S/ G. Richard Wagoner, Jr.





AGREED AND ACCEPTED BY:


/S/    John M. Devine                           December 9, 2005
- ---------------------                           ----------------
       John M. Devine                                 Date