S-8

                                [GRAPHIC OMITTED]

                           General Motors Corporation





                                November 1, 1999




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

Dear Sirs:

        Re:  General Motors Corporation Registration Statement on Form S-8 for
             the Hughes Electronics Corporation Incentive Plan (the "Plan")

        In connection  with the  registration  of  16,000,000  shares of General
Motors  Class H common  stock,  $0.10  par  value,  pursuant  to that  Plan,  an
electronic  transfer  of the  filing  fee of  $319,005.00  was  made to the U.S.
Treasury designated lockbox depository located in Pittsburgh, Pennsylvania.

        The aggregate offering price and the amount of the registration fee have
been based on a price of $71.72 per share, which was the average of the high and
low prices of General  Motors Class H common stock traded on the Composite  Tape
on October 28, 1999.

        All  Securities  Exchange Act of 1934 reports  required to be filed have
been filed and are complete.

        If you have any questions, please call Kelly Francis at (313) 667-7598.

                                                Very truly yours,

                                                GENERAL MOTORS CORPORATION


                                                   W. R. Kager, Director
                                                Corporate Financial Policy
                                                       and Reporting
Enclosure

cc:   (without attachments)    (with attachments)
      Pete Bible               John Behnfeldt
      Wally Creek              Kevin Cobb
      Eric Feldstein           Bill Cowell
      Kelly Francis            Martin Darvick (3)
      Mike Losh                Deloitte & Touche LLP (5)
                           Davis Polk & Wardwell (12)









     General Motors Building 100 Renaissance Center Detroit, Michigan 48265

EX-5

                                                             EXHIBIT 5(a)








                               November 1, 1999



General Motors Corporation
3044 West Grand Boulevard
Detroit, Michigan   48202-3091

Gentlemen:


         As  Attorney,  Legal Staff of General  Motors  Corporation  (GM),  I am
familiar with the Registration Statement, dated November 1, 1999, being filed by
GM with the Securities and Exchange Commission, relating to 16,000,000 shares of
GM Class H common  stock,  $0.10 par  value,  to be  registered  for the  Hughes
Electronics Corporation Incentive Plan (the "Plan").

         It is my  opinion  that the GM Class H common  stock to be  registered,
when sold or issued hereafter in accordance with the provisions of said Plan, in
accordance  with  Delaware  law and upon payment of the  consideration  for such
shares as  contemplated  by said Plan,  will be validly  issued,  fully paid and
nonassessable.

         I hereby  consent to the use of this  opinion  as  Exhibit  5(a) of the
abovementioned Registration Statement.


                                            Very truly yours,




                                            /s/MARTIN I. DARVICK
                                              Martin I. Darvick
                                            Attorney, Legal Staff




















                                     II-9

EX-23

                                                             EXHIBIT 23(a)






CONSENT OF INDEPENDENT AUDITORS


GENERAL MOTORS CORPORATION


We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of General Motors Corporation of:

- -        our report dated April 12, 1999 appearing in the Current Report on Form
         8-K of General Motors Corporation dated April 12, 1999; and
- -        our  report  dated  January  20,  1999  (March  1,  1999 as to Note 19)
         appearing  on page IV-16 in the  Annual  Report on Form 10-K of General
         Motors Corporation for the year ended December 31, 1998.






/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Detroit, Michigan
November 1, 1999































                                    II-10