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) October 3, 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 5.03(a)  Amendments to Articles of Incorporation or Bylaws; Change in
              Fiscal Year

On October 3, 2006, the Board of Directors of General Motors Corporation ("GM"
or the "Corporation") amended sections 1.7, 1.8, 2.1 and 2.2 of the
Corporation's bylaws dealing with director elections and adopted a new bylaw,
section 1.12, dealing with procedures for stockholder action by written consent,
all effective immediately.

Section 1.7 has been amended to delete the reference to election of directors by
a plurality of the votes present at the meeting.

Section 1.8 has been amended to delete the reference to the procedure for
setting the record date for stockholder action by written consent, which is now
handled by new section 1.12.

New section 1.12 has been added to the bylaws to define the procedures for
stockholder action by written consent.

Section 2.1 has been amended to specify the number of Directors as 12, to
provide that the Board may change the number of Directors by resolution, and to
eliminate a provision that the Board determined the number of Directors between
eight and 20.

Section 2.2 has been amended to add provisions for majority voting for the
election of Directors in uncontested elections and for the resignation and
replacement of incumbent Directors who do not receive more than 50% of the votes
cast in an uncontested election


ITEM 8.01  Other Events

On October 3, 2006, GM issued a news release dealing with changes to its bylaws
and corporate governance policies, including the adoption of majority voting in
director elections. Copies of the news release and of the new corporate
governance policies referred to in the release are attached as exhibits to this
Current Report on Form 8-K.


ITEM 9.01  Financial Statements and Exhibits

Exhibit  Description

3.1 Section 1.7 of the Corporation's bylaws, as amended
3.2 Section 1.8 of the Corporation's bylaws, as amended
3.3 Section 1.12 of the Corporation's bylaws, as adopted
3.4 Section 2.1 of the Corporation's bylaws, as amended
3.5 Section 2.2 of the Corporation's bylaws, as amended

99.1  GM News Release dated October 3, 2006
99.2  Resignation Policy Related to Majority Voting for Directors
99.3  Recoupment Policy Related to Unearned Incentive Compensation for
      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:  October 3, 2006               By:  /s/PAUL W. SCHMIDT
                                     ---  ------------------
                                          (Paul W. Schmidt, Controller)

EX-3

                                                                   Exhibit 3.1


1.7. Voting; Proxies.

Each stockholder shall be entitled to vote in accordance with the number of
shares and voting powers of the voting shares held of record by him. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, but such proxy, whether revocable or
irrevocable, shall comply with the requirements of Delaware law. Voting at
meetings of stockholders, on other than the election of directors, need not be
by written ballot unless the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person or by proxy at
such meeting shall so determine. All elections and questions shall, unless
otherwise provided by law or by the certificate of incorporation or section 2.2
or any other provision of these bylaws, be decided by the vote of the holders of
a majority of the voting power of the shares of stock entitled to vote thereon
present in person or by proxy at the meeting.

EX-3

                                                                    Exhibit 3.2


1.8. Fixing Date for Determination of Stockholders of Record.

To determine the stockholders of record, the board of directors may fix a record
date, provided that the record date shall not precede the date upon which the
board adopts the resolution fixing the record date and provided further that the
record date shall be: (a) in the case of determination of stockholders entitled
to receive notice of or to vote at any meeting of stockholders or adjournment
thereof, not more than 60 nor less than ten days before the date of such
meeting; (b) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, in accordance with
section 1.12 ; and (c) in the case of any other action, not more than 60 days
prior to such other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board may choose to fix
a new record date for the adjourned meeting.

EX-3

                                                                     Exhibit 3.3


1.12. Procedures for Action by Written Consent


(a) The record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall be as fixed by the board of
directors or as otherwise established under this section. Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall, by written notice addressed to the secretary of the
Corporation and delivered to the Corporation and signed by a stockholder of
record, request that a record date be fixed for such purpose. The written notice
must contain the information set forth in paragraph (b) of this section.
Following receipt of the notice, the board shall have ten days to determine the
validity of the request, and if appropriate, adopt a resolution fixing the
record date for such purpose. The record date for such purpose shall be no more
than ten days after the date upon which the resolution fixing the record date is
adopted by the board and shall not precede the date such resolution is adopted.
If the board fails within ten days after the Corporation receives such notice to
fix a record date for such purpose, the record date shall be the day on which
the first written consent is delivered to the Corporation in the manner
described in paragraph (d) of this section; except that, if prior action by the
board is required under the provisions of Delaware law, the record date shall be
at the close of business on the day on which the board adopts the resolution
taking such prior action.

(b) Any stockholder's notice required by paragraph (a) of this section must
describe the action that the stockholder proposes to take by consent. For each
such proposal, every notice by a stockholder must state (i) the information
required by section 1.11 as though such stockholder was intending to make a
nomination or to bring any other matter before a meeting of stockholders, (ii)
the text of the proposal (including the text of any resolutions to be effected
by consent and the language of any proposed amendment to the bylaws of the
Corporation), (iii) the reasons for soliciting consents for the proposal, (iv)
any material interest in the proposal held by the stockholder and the beneficial
owner, if any, on whose behalf the action is to be taken, and (v) any other
information relating to the stockholder, the beneficial owner, or the proposal
that would be required to be disclosed in filings in connection with the
solicitation of proxies or consents pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder (or any successor provision of the Exchange
Act or the rules or regulations promulgated thereunder).

In addition to the foregoing, the notice must state as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the notice is given
(i) the class and number of shares of capital stock of the Corporation that are
owned beneficially and of record by such stockholder and such beneficial owner,
as to the stockholder giving the notice, (ii) a description of all arrangements
or understandings between such stockholder and any other person or persons
regarding the proposed action by consent, and (iii) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends to (A) deliver a proxy statement and/or consent solicitation statement
to stockholders of at least the percentage of the Corporation's outstanding
capital stock required to effect the action by consent either to solicit
consents or to solicit proxies to execute consents, and/or (B) otherwise solicit
proxies or consents from stockholders in support of the action to be taken by
consent, and (C) any other information relating to such stockholder that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies or consents relating to the
proposed action by consent pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder (or any successor provision of the
Exchange Act or the rules or regulations promulgated thereunder). The
Corporation may require the stockholder of record and/or beneficial owner
requesting a record date for proposed stockholder action by consent to furnish
such other information as it may reasonably require to determine the validity of
the request for a record date.




(c) Every written consent purporting to take or authorize the taking of
corporate action (each such written consent is referred to in this paragraph and
in paragraph (d) as a "Consent") must bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated Consent delivered in the manner required by this section, Consents signed
by a sufficient number of stockholders to take such action are so delivered to
the Corporation.

(d) Consent must be delivered to the Corporation by delivery to its registered
office in the State of Delaware or its principal place of business. Delivery
must be made by hand or by certified or registered mail, return receipt
requested.

In the event of the delivery to the Corporation of Consents, the secretary of
the Corporation, or such other officer of the Corporation as the board of
directors may designate, shall provide for the safe-keeping of such Consents and
any related revocations and shall promptly conduct such ministerial review of
the sufficiency of all Consents and any related revocations and of the validity
of the action to be taken by stockholder consent as the secretary of the
Corporation, or such other officer of the Corporation as the board may
designate, as the case may be, deems necessary or appropriate, including,
without limitation, whether the stockholders of a number of shares having the
requisite voting power to authorize or take the action specified in Consents
have given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or replacement of one or more members of the
board, the secretary of the Corporation, or such other officer of the
Corporation as the board may designate, as the case may be, shall promptly
designate two persons, who shall not be members of the board, to serve as
inspectors ("Inspectors") with respect to such Consent and such Inspectors shall
discharge the functions of the secretary of the Corporation, or such other
officer of the Corporation as the board may designate, as the case may be, under
this section. If after such investigation the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as the case may be, shall determine that the action purported to have been taken
is duly authorized by the Consents, that fact shall forthwith be certified on
the records of the Corporation kept for the purpose of recording the proceedings
of meetings of stockholders, and the Consents shall be filed in such records.

In conducting the investigation required by this section, the secretary of the
Corporation, such other officer of the Corporation as the board may designate,
or the Inspectors, as the case may be, may, at the expense of the Corporation,
retain special legal counsel and any other necessary or appropriate professional
advisors, and such other personnel as such person or persons may deem necessary
or appropriate and shall be fully protected in relying in good faith upon the
opinion of such counsel or advisors.

(e) No action by written consent without a meeting shall be effective until such
date as the secretary of the Corporation, such other officer of the Corporation
as the board may designate, or the Inspectors, as applicable, certify to the
Corporation that the consents delivered to the Corporation in accordance with
paragraph (d) of this section, represent at least the minimum number of votes
that would be necessary to take the corporate action.

(f) Nothing contained in this section 1.12 shall in any way be construed to
suggest or imply that the Board of Directors of the Corporation or any
stockholder shall not be entitled to contest the validity of any Consent or
related revocations, whether before or after such certification by the secretary
of the Corporation, such other officer of the Corporation as the board may
designate, or the Inspectors, as the case may be, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).

EX-3

                                                                    Exhibit 3.4



2.1. Responsibility and Number.

The business and affairs of the Corporation shall be managed by or under the
direction of a board of directors. The number of directors, which may be changed
from time to time by resolution of the board, is 12.

EX-3

                                                                    Exhibit 3.5

2.2 Election; Resignation; Vacancies.

(a)  Term. At each annual meeting of stockholders, each nominee
     elected by the stockholders to serve as a director shall hold
     office for a term commencing on the date of the annual
     meeting, or such later date as shall be determined by the
     board of directors, and ending on the next annual meeting of
     stockholders, or until his successor is elected and qualified
     or until such director's earlier resignation or removal.

(b)  Majority Voting. Except as provided in paragraph (c) below,
     each nominee shall be elected a director by the vote of the
     majority of the votes cast with respect to that director's
     election at any meeting for the election of directors at which
     a quorum is present. For purposes of this bylaw, a majority of
     votes cast means that the number of votes "for" a director
     must exceed 50% of the votes cast with respect to that
     director. Votes "against" will count as a vote cast with
     respect to that director, but "abstentions" will not count as
     a vote cast with respect to that director.

(c)  Contested Elections. If the number of nominees for any
     election of directors nominated (i) by the Board of Directors
     or (ii) any stockholder, or (iii) a combination of nominees by
     the Board of Directors and any stockholder, exceeds the number
     of directors to be elected, the nominees receiving a plurality
     of the votes cast by holders of shares entitled to vote in the
     election at a meeting at which a quorum is present will be
     elected.

(d)  Resignation and Replacement of Unsuccessful Incumbents.

         (i)      In order for any incumbent director to become a nominee of the
                  board for further service on the board, such person must
                  submit an irrevocable resignation, contingent (i) on that
                  person not receiving more than 50% of the votes cast, and (ii)
                  acceptance of that resignation by the Board in accordance with
                  policies and procedures adopted by the board for such
                  purposes.

         (ii)     resignation that becomes effective if and when the director
                  fails to receive a specified vote for re-election as a
                  director shall provide that it is irrevocable.

         (iii)    The Board of Directors, acting on the recommendation of the
                  Directors and Corporate Governance Committee, shall within 90
                  days of receiving the certified vote pertaining to such
                  election, determine whether to accept the resignation of the
                  unsuccessful incumbent. Absent a determination by the Board of
                  Directors that a compelling reason exists for concluding that
                  it is in the best interests of the Corporation for an
                  unsuccessful incumbent to remain as a Director, no such person
                  shall be elected by the Board to serve as a director, and the
                  Board shall accept that persons resignation.

         (iv)     If the Board determines to accept the resignation of an
                  unsuccessful incumbent, the Directors and Corporate Governance
                  Committee will promptly recommend a candidate to the Board of
                  Directors to fill the office formerly held by the unsuccessful
                  incumbent.




         (v)      The Board of Directors shall promptly consider and act upon
                  the Directors and Corporate Governance Committee's
                  recommendation. The Committee, in making this recommendation
                  and the Board, in acting on such recommendation, may consider
                  any factors or other information that they determine
                  appropriate and relevant.

         (vi)     The Directors and Corporate Governance Committee and the
                  Board of Directors shall take the actions required under
                  this paragraph (d) without the participation of any
                  unsuccessful incumbent except that:

                  a.  If every member of the Directors and Corporate Governance
                      Committee is an unsuccessful incumbent, the Independent
                      Directors who are not unsuccessful incumbents shall name a
                      committee comprised of some or all of the Independent
                      Directors to make recommendations under this subsection to
                      the Board; and

                  b.  If the number of Independent Directors who are not
                      unsuccessful incumbents is three or fewer, all directors
                      may participate in the decisions under this paragraph (d).

(e)  Acceptance of A Director's Resignation. If the Board of
     Directors accepts the resignation of a director who is not
     an unsuccessful incumbent pursuant to this Bylaw, or if a
     nominee for director who is not an incumbent director does
     not receive more than 50% of the votes cast, then the
     Board of Directors may fill the resulting vacancy pursuant
     to the provisions of paragraph (g) of this Section, or may
     decrease the size of the Board of Directors pursuant to
     the provisions of section 2.1 (Responsibility and Number)
     of these Bylaws.

(f)  Resignation. Any director may resign at any time upon
     notice given in writing or by electronic transmission to
     the chairman of the board and the presiding director. A
     resignation is effective when the resignation is delivered
     unless the resignation specifies (a) a later effective
     date or (b) an effective date determined upon the
     happening of an event or events (including but not limited
     to a failure to receive more than 50% of the votes cast in
     an election and the Board's acceptance of the
     resignation).

(g)  Filling A Vacancy. Any vacancy occurring in the board for
     any cause may be filled by a majority of the remaining
     members of the board, although such majority is less than
     a quorum. Each director so elected shall hold office until
     the expiration of the term of the other directors or until
     his successor is elected and qualified, or until the
     earlier of his resignation or removal.

EX-99

                                                                   Exhibit 99.1


GM Board Amends Bylaws and Corporate Governance Policies
Changes Include Majority Voting in Director Elections


DETROIT - General Motors Corp. (NYSE: GM) today announced that its Board of
Directors voted to amend the company's Bylaws and corporate governance policies
to address stockholder views raised at this year's Annual Meeting. The changes
include adoption of the majority voting standard for the election of directors
and a stronger policy to recover unearned incentive compensation from executive
officers in cases of fraud, misconduct or negligence.

The amendments are effective immediately.

"Earlier this year, our stockholders expressed a desire for change surrounding
the election of directors and a more defined policy of accountability for senior
officers," GM Chairman and Chief Executive Officer Rick Wagoner said. "We
listened to their views, and after careful consideration, the Board voted to
make changes to certain Bylaws and corporate governance policies that are in
line with stockholders' input."

The Board agreed to adopt a majority voting standard in uncontested elections of
directors, when the number of nominees does not exceed the number of directors
to be elected. Majority voting requires that nominees to the Board receive more
than 50 percent of the votes cast to be elected. Abstentions will not be
included towards counting a majority. Directors were previously elected by
plurality in uncontested elections.

In accordance with the majority voting Bylaw, the Board will require director
nominees to submit irrevocable resignations as a condition to being nominated.
The Board could accept these resignations if a director does not receive a
majority of the votes cast. Under a related governance policy, the Board will
accept the resignation of an unsuccessful incumbent absent a compelling reason
to reject the resignation, in accordance with criteria set out in the policy.
The Bylaws were also amended to fix the number of directors at the current level
of twelve, subject to future change by the Board.

The majority voting standard received 59 percent of the affirmative vote at GM's
Annual Meeting in June. Shortly after the meeting, the Delaware Legislature
amended the state's corporation law to better facilitate majority voting.

The Board chose not to adopt cumulative voting, which was the subject of a
stockholder proposal that was supported by 54 percent of votes cast. The Board
believes that a director has the fiduciary duty to represent all stockholders
and is concerned that cumulative voting could lead to the election of
constituency directors who feel a duty to the electorate forming their
constituency. Also, in a company with majority voting, the addition of
cumulative voting would raise the possibility of accumulating "withhold" or
"against" votes. This could create the potential for small groups of
stockholders to overcome the interests of the majority.

The Board also adopted a corporate policy under which the company may require
reimbursement of bonus or incentive compensation that may have been paid to
executive officers in the event it is later determined that fraud, misconduct or
negligence significantly contributed to a restatement of financial results that
led to the awarding of unearned incentive compensation. A stockholder proposal
on this issue was supported by 42 percent of the shares voted at the Annual
Meeting. Although this proposal did not receive majority support, the Board
voted to respond to the stockholders desire to see a policy that reflects the
robust manner in which GM has and would deal with such circumstances.




In addition to these governance actions, the Board has amended the Bylaws to
specify the procedures applicable to consent solicitations initiated by
stockholders, which complements the existing procedures for stockholder
initiatives at meetings. These changes also provide a framework for the conduct
of solicitations in accordance with Delaware law.

The amended Bylaws and corporate governance policies will be filed today with
the U.S. Securities and Exchange Commission.

General Motors Corp. the world's largest automaker, has been the global industry
sales leader for 75 years. Founded in 1908, GM today employs about 327,000
people around the world. With global headquarters in Detroit, GM manufactures
its cars and trucks in 33 countries. In 2005, 9.17 million GM cars and trucks
were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC,
GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. More
information on GM can be found at www.gm.com.


                                       ###


Contacts

Gina Proia
212-418-6389
914-714-9166 mobile

Renee Rashid-Merem
313-665-3128
586-899-0971 mobile

EX-99

                                                                   Exhibit 99.2

Resignation Policy Relating to Majority Voting for Directors

GM's bylaws provide that, in uncontested elections (i.e., those where the number
of nominees is the same as the number of directors to be elected), directors are
elected by a majority of the votes cast. The bylaws further provide that in
order for any incumbent director to become a nominee of the board for further
service on the board, such person must submit an irrevocable resignation,
contingent (i) on that person not receiving more than 50% of the votes cast, and
(ii) acceptance of that resignation by the Board in accordance with policies and
procedures adopted by the Board for such purposes.

Within 90 days after receipt of the Certified Vote, the Directors & Corporate
Governance Committee (the "Committee") and the Board will consider the tendered
resignation(s) in light of the best interests of GM and its stockholders. In
determining whether to accept or reject the resignation(s), or whether other
action should be taken to select substitute person(s) to serve as a director(s)
in place of an unsuccessful incumbent, the Committee and the Board may consider
any factors they determine appropriate and relevant, but in any event will
accept the resignation of an unsuccessful incumbent absent a compelling reason
to reject the resignation. Compelling reasons for rejecting a resignation might
include, among other things and without limitation; (i) any stated reasons why
stockholders voted against such director; (ii) any alternatives for addressing
the reason for the "against" votes; (iii) loss of a given director would
eliminate a financial expert from the audit committee;(iv) loss of a given
director would cause the board to have less than a majority of independent
directors; (v) loss of a given director would cause the corporation to fail to
satisfy stock exchange listing requirements; (vi) loss of a given director would
result in a default or breach under any loan covenants, or (vii) loss of a given
director would trigger a significant payment under an executive employment
contract(s) or other contract(s).

The Board expects an unsuccessful incumbent to exercise voluntary recusal from
participation, except in limited circumstances, in considering and acting upon
the recommendation of the Directors and Corporate Governance Committee or the
decision of the Board of Directors with regard to these matters.

Within four business days following acceptance or rejection of the resignation,
the Corporation will file a report with the U.S. Securities Exchange Commission
on Form 8-K in which it will publicly disclose its decision and set forth in
reasonable detail the rationale relied upon by the Board in making that
decision.

If all directors are unsuccessful incumbents following an annual or special
meeting of stockholders (or solicitation of written consent of stockholders),
the incumbent Board will nominate a new slate of directors and, within 180 days
after the certification of the stockholder vote, hold a special meeting for the
purpose of electing a board of directors. In such circumstances, the incumbent
Board will continue to serve until new directors are elected and qualified.

EX-99

                                                                   Exhibit 99.3


Recoupment Policy Relating to Unearned Incentive Compensation of Executive
Officers

If the Board, or an appropriate committee thereof has determined that any fraud,
negligence, or intentional misconduct by an Executive Officer and certain other
officers was a significant contributing factor to the Corporation having to
restate all or a portion of its financial statement(s), the Board or committee
shall take, in its discretion, such action as it deems necessary to remedy the
misconduct and prevent its recurrence. In determining what remedies to pursue,
the Board or committee will take into account all relevant factors, including
whether the restatement was the result of fraud, negligence, or intentional
misconduct. The Board will, to the extent permitted by applicable law, in all
appropriate cases, require reimbursement of any bonus or incentive compensation
paid to the officer after January 1, 2007, cause the cancellation of restricted
or deferred stock awards and outstanding stock options, and seek reimbursement
of any gains realized on the exercise of stock options attributable to such
awards, if and to the extent that a) the amount of incentive compensation was
calculated based upon the achievement of certain financial results that were
subsequently reduced due to a restatement, b) the officer engaged in any fraud
or misconduct that caused or contributed to the need for the restatement, and c)
the amount of the bonus or incentive compensation that would have been awarded
to the officer had the financial results been properly reported would have been
lower than the amount actually awarded. In addition, the Board may dismiss the
officer, authorize legal action, or take such other action to enforce the
officer's obligations to the Corporation as it may deem appropriate in view of
all the facts surrounding the particular case.