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) February 21, 2006



                           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))








ITEM 1.01.  MATERIAL DEFINITIVE AGREEMENTS

Authorized on February 21, 2006
General Motors 2002 Incentive Plans

As previously reported, and prior to the authorizations described below, the
compensation of the Corporation's senior leadership team and members of the
Board of Directors has been substantially reduced, and earlier this year the
Executive Compensation Committee ("ECC") of the GM Board of Directors determined
that there will be no payouts to GM executives under either the 2005 Annual
Incentive Plan or the 2003-2005 Stock Performance Plan.

Consistent with past practice, and pursuant to the terms of GM's 2002 Stock
Incentive Plan which was previously authorized by GM's stockholders, the ECC has
authorized the granting of stock options in 2006 for eligible GM executives.
Stock options for the named executive officers were authorized at the same level
as for 2005.

The ECC has also authorized a 2006 Annual Incentive Program pursuant to the
terms of the 2002 Annual Incentive Plan, and a Stock Performance Program for the
period 2006-2008 pursuant to the provisions of the General Motors 2002 Long-Term
Incentive Plan, which were approved by the Corporation's stockholders in 2002.
Named executive officers participate in both annual and long-term plans.

Consistent with past practice, the ECC has authorized the granting of target
awards for 2006 under GM's Annual Incentive Program. Any payout at the end of
the 2006 program period is determined based on the achievement of established
performance targets. Approximately 2,600 executives are eligible to participate
in this plan. For 2006, annual incentive award targets for all executives are
based on the achievement of specific levels of corporate net income and
operating cash flow. In addition, a portion of the awards are based on
achievement of the executives' regional or unit metrics, which, for executives
serving the four automotive regions include market share, quality improvement,
and warranty cost; and for executives serving the financial units (GMAC), return
on economic capital, global retail penetration, and global insurance product
penetration. For some executives, including the named executive officers, an
average of the final performance of these regional/unit metrics is used.
Finally, with respect to all executives, a peer review is conducted to assess
GM's overall business performance relative to that of key competitors. At the
end of 2006, the Corporation's overall operating performance and relative level
of target attainment will be reviewed with the ECC. Based on results achieved,
the corresponding payouts, if any, will be established, and cash awards paid to
executives, including the named executive officers. As noted above, there were
no payouts under this plan for 2005.

Consistent with past practice at the beginning of each calendar year, the ECC
has authorized the granting of target awards that may be paid to the
Corporation's approximately 400 senior executives, including named executive
officers under the Corporation's Stock Performance Program. Like annual
incentive awards, these grants are made annually; however, any payout is
determined based on the Total Shareholder Return ("TSR") performance ranking of
GM Common Stock ("Common Stock") compared to that of other stocks in the S&P 500
Composite Stock Price Index (the "S&P 500 Index") over a three-year period. This
measure is unchanged from 2005. The awards will be denominated in phantom shares
of Common Stock during the performance period but then converted to cash and
delivered in one installment if threshold performance is achieved. The ?nal
award value to be delivered at the end of the three-year performance period, if
any, will depend on GM's TSR ranking (based on market price appreciation plus
the compounding effect of reinvested dividends) relative to other companies in
the S&P 500 Index. As noted above, there were no payouts under this plan for
2005.



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                                   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 24, 2006             By:  /s/PETER R. BIBLE
                                     ---  -----------------
                                          (Peter R. Bible,
                                           Chief Accounting Officer)