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 General Motors Savings-Stock Purchase Program for
             Salaried Employees in the United States (the "Program")

        In  connection  with the  registration  of  interests  in respect of the
Program  and of  30,000,000  shares of General  Motors  $1-2/3 par value  common
stock,  pursuant to that Program,  an  electronic  transfer of the filing fee of
$551,221.88 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 $66.09 per share, which was the average of the high and
low  prices of  General  Motors  $1-2/3 par value  common  stock,  traded on the
Composite Tape on October 26, 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
Attachment

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 48265-1000

EX-5

                                                                    EXHIBIT 5(a)








                                November 1, 1999



General Motors Corporation
767 Fifth Avenue
New York, New York   10153-0075

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 (1) interests in the
General  Motors  Savings-Stock  Purchase  Program for Salaried  Employees in the
United States (the  "Program");  (2) 30,000,000  shares of General Motors $1-2/3
par value common stock to be registered for the Program.

         It is my opinion  that the  interests in the Program and the $1-2/3 par
value common stock to be registered, when sold or issued hereafter in accordance
with the  provisions of said Program,  in accordance  with Delaware law and upon
payment of the  consideration  for such shares as  contemplated by said Program,
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


















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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;
- -        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; and
- -        our report dated June 4, 1999  appearing  in the Annual  Report on Form
         11-K of the General Motors Savings-Stock  Purchase Program for Salaried
         Employees in the United States for the year ended December 31, 1998.





/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Detroit, Michigan
November 1, 1999






























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