Section 240.14a-103 Notice of Exempt Solicitation.
               Information to be included in statements submitted
                     by or on behalf of a person pursuant to
                              Section 240.14a-6(g)
                          Notice of Exempt Transaction


1.       Name of Registrant:

         General Motors Corp.

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2. Name of Person relying on exemption:

         Stonington Management Corporation
- --------------------------------------------------------------------------------

3. Address of person relying on the exemption:

         712 Fifth Avenue, New York, NY  10019
- --------------------------------------------------------------------------------

4.       Written  materials.  Attach written  material  required to be submitted
         pursuant  to Rule  14a-6(g)(1).  See  Exhibit  1  attached  hereto  and
         incorporated herein by reference.




                                                                       EXHIBIT 1

                        STONINGTON MANAGEMENT CORPORATION
                                712 FIFTH AVENUE
                            NEW YORK, NEW YORK 10019
                                       --
                               TEL. (212) 974-6000
                               FAX: (212) 974-2092

                                                      November 26, 1997

TO FELLOW HOLDERS OF GENERAL MOTORS CLASS H STOCK:

         We wrote on October 24 to urge that you join us in voting  against  the
proposed  alteration of the rights of GM's Class H stock. As we explained in our
earlier  letter,  GM's board is attempting to renege by denying you the benefits
of the "120% Provision" in GM's corporate charter.  The Board is also seeking to
change  for the  worse  provisions  that will  govern  the Class H shares in the
future. GM cannot accomplish this without the affirmative  support of a majority
of the  outstanding  Class H shares.  (Our October 24 letter is available on the
SEC's EDGAR system.)

         Since our prior  letter,  we have spoken with many Class H holders,  GM
has commenced its solicitation,  and we have attended a GM/Hughes "roadshow". We
are writing to comment on some of GM's  statements and to respond to a number of
good questions that have been raised by our fellow shareholders. 

GM'S STATEMENTS

         At the  roadshow  held in New York last week, I asked  Hughes's  senior
executives three questions.  These questions and the executives'  responses were
as follows:  

          QUESTION #1: WHEN GM'S BOARD AND FINANCIAL  ADVISORS  DETERMINED  THAT
          THE PROPOSED  ALLOCATION  OF VALUE BETWEEN THE CLASS H SHARES AND GM'S
          ORDINARY  COMMON  SHARES IS FAIR,  WHAT  VALUE DID THEY  ASSIGN TO THE
          BENEFITS  UNDER THE 120%  PROVISION THAT THE CLASS H HOLDERS ARE BEING
          ASKED TO FORGO IN THE PRESENT TRANSACTION?

         The response I received was a deflection rather than an answer.  Hughes
Chairman  Michael  Smith urged his audience to "take a step back" and  recognize
that Class H holders  are  already  receiving a benefit in the form of a premium
value for the  defense  business  and for  Delco  relative  to their  standalone
trading values.  Therefore,  Chairman Smith argued, Class H holders should forgo
the premium guaranteed them under the 120% provision.

         The  fallacy in this  argument  is that the 120%  Provision  by its own
terms is mandatorily  applicable in the event of a sale of substantially  all of
Hughes Aircraft, and it was always to be expected that such a sale would be at a
premium  to  standalone  trading  values.  The 120%  Provision  was thus  always
intended to provide the Class H holders with an  additional  benefit - above and
beyond  the sale  premium  - by  allocating  to them a share of the  disposition
proceeds  that was greater than their 25% share of Hughes.  GM's Board now wants
to abrogate your right to receive that additional benefit.

         In any event, Chairman Smith did not answer the question I posed, which
was:  what value did the Board and its financial  advisors  assign to the rights
they are  asking  you to give up?  That  value  is  nowhere  to be found in GM's
lengthy solicitation statement nor in the Schedule 13E-3 statement that GM filed
with the SEC.  This  omission is  particularly  noteworthy  given that the 13E-3
statement  includes the Salomon Brothers and Merrill Lynch fairness opinions and
their  written  presentations  to GM's board,  and is required by law to include
"the bases for and methods of arriving at" the fairness opinions.  It is telling
that neither the Board nor its  financial  advisors  appear to have assigned any
quantified  value to your  rights  under the 



120%  provision.  If that is so, it would  confirm our belief that the Board and
its advisors have no basis to conclude that the  transaction  is fair to Class H
holders.

          QUESTION #2: SUBSEQUENT TO THE PENDING HUGHES RESTRUCTURING, IF EITHER
          50% OR ALL OF WHAT REMAINS OF HUGHES (I.E.,  HUGHES  TELECOM) IS SOLD,
          HOW WILL CLASS H HOLDERS PARTICIPATE IN THAT SALE?

         Hughes CFO Roxanne  Austin  responded  by stating  that Class H holders
would have the following  rights to participate in that subsequent  sale: 

     o    If the subsequent sale  represented more than 80% of the fair value of
          Hughes Telecom, the Class H shares would be converted into ordinary GM
          common shares in accordance with the 120% Provision, unless GM's board
          chose to propose an alternative  treatment for  shareholder  approval.
  
     o    According to the Board's  policy  statement,  the Class H holders will
          participate  in any transfer of Hughes  Telecom  assets to GM, and the
          Class H holders  will have the right to vote on any  transfer  of more
          than 33% of Hughes Telecom's assets to GM.

         Here again,  GM's  response is more telling for what it sidesteps  than
for what it addresses: 

     o    The 120%  Provision  will be no more reliable in the future than it is
          now.  If the Class H holders  allow the Board to renege on the present
          occasion, why would the Board not do so again? Indeed, the very reason
          Chairman Smith gave for abrogating the 120% Provision this time around
          (see  "Question  #1"  above)  will  apply  equally  when and if Hughes
          Telecom is sold.

     o    The Board is always  free to modify  its policy  statement.  It is far
          easier to do that than to amend the corporate charter, as the Board is
          presently seeking to do.

     o    As explained under "Question #3" below, the Board is presently seeking
          your  approval to make the 120%  Provision far less likely to apply in
          the future  than it has to date.  If you vote in favor of the  Board's
          present  proposal,  the Board could sell 79% of Hughes  Telecom in the
          future without triggering the 120% Provision. If 79% is sold off, what
          business will you be tracking?

     o    Also as explained  under  "Question #3" below,  the Board is providing
          itself  with a new option to force you to  convert  into  ordinary  GM
          shares, in accordance with the 120% Provision, when it suits the Board
          to do so. It would be exceedingly  easy for the Board to divert to the
          ordinary  shareholders the upside potential of the Telecom business by
          invoking this option at a point in the future of its own choosing.

          QUESTION #3: IN RESPONSE TO GM'S CLAIM THAT ONE OF THE BENEFITS OF THE
          PRESENT  PROPOSAL  IS  "IMPROVED  TERMS FOR NEW  CLASS H STOCK,"  WHAT
          EXACTLY ARE THOSE IMPROVED TERMS?

         Chairman  Smith  stated that one of the key  benefits  of the  proposed
transaction  is the  "improved  terms for new Class H Stock." In  response to my
question, CFO Austin identified two purported  improvements:  

     o    The 120% Provision will be modified to make it applicable to a sale of
          assets  constituting  at least 80% of the fair market  value of Hughes
          Telecom. 

     o    The Class H holders  will get five  years of  protection  against  the
          Board  exercising its unilateral right to force a conversion under the
          120% Provision.

         If this is the good news,  we hate to ask what the bad news is. Both of
these  modifications  unequivocally  and  materially  detract  from your present
rights as Class H holders, and it is false for GM to state otherwise. 




     o    Presently, the 120% Provision applies to a sale of "substantially all"
          of Hughes  Aircraft,  and an impartial court would resolve any dispute
          about  whether that  standard has been met. GM proposes to replace the
          "substantially  all" standard  with the 80%  standard,  and to provide
          that GM's board (whose antipathy to Class H is now amply demonstrated)
          will decide  whether that test has been met. There is plenty of law in
          Delaware to the effect that "substantially all" can mean far less than
          80%. If GM gets its way, it will be much harder for the 120% Provision
          to be mandatorily applicable in the future.  

     o    Presently,  GM's Board has the  unilateral  option to force Class H to
          convert  into  ordinary  shares at any  time,  but only if Class H has
          received a prescribed level of dividends for the preceding five years.
          Since GM is about to stop paying dividends on the Class H shares, that
          option  would be  unavailable  to the Board until five years after the
          resumption  of  those  dividends.  For  example,  even  if GM  resumed
          dividends  on the Class H shares as early as five years from now,  the
          Board would not regain this option until 2007. Recognizing that it was
          about to lose a valuable  tool for capping your upside,  the Board has
          proposed  to do away with the  dividend  condition  altogether  and to
          allow  the  Board to  force a  conversion  as  early  as 2002.  In any
          scenario,  Class H will be less protected  under the Board's  proposal
          than it currently is.

         The scariest part about our exchange with the Hughes executives is that
they actually seem to believe GM's  doublespeak.  In a fantastic  world in which
less is more and upside down is rightside up, it should come as no surprise that
unfair is perfectly  fair.  But to those of us who reside in a world where legal
documents can be read, logic can be applied,  and commitments are expected to be
honored, GM's claim of fairness is a sham. 

QUESTIONS FROM CLASS H SHAREHOLDERS

         Nearly  all of the  shareholders  who  responded  to our  first  letter
expressed agreement with our position. Some of them raised good questions, which
we address below.

          HOW CAN  EMPLOYEES  VOTE THE SHARES  THEY OWN THROUGH  EMPLOYEE  STOCK
          PLANS?

         About 20% of the Class H shares are owned by Hughes  employees  through
various stock plans.  This is by far the largest single block of Class H shares.
It is important that Hughes's  employees,  many of whom have been buying company
stock for a long while in reliance upon the 120% Provision, be fully informed of
how to vote their shares.

         We understand  that the Hughes  employees will be receiving a form that
allows  them to  direct  the  voting  of the  Class H shares  held for them in a
company plan. A special rule applies to many of these shares: In some cases, THE
PLAN  ADMINISTRATORS  WILL VOTE THE  EMPLOYEES'  SHARES IF THE  EMPLOYEES DO NOT
SUBMIT VOTING  INSTRUCTIONS  (see page 271 of GM's solicitation  statement).  We
assume that plan  administrators  will vote in favor of the Board's  proposal if
employees  do not  instruct  them  otherwise.  IT IS  THEREFORE  IMPERATIVE  THE
EMPLOYEES INSTRUCT THE PLAN ADMINISTRATORS TO VOTE "NO."




          SHOULD I VOTE "NO" OR SIMPLY WITHHOLD MY VOTE?

         For stockholders other than Hughes employees, withholding your vote has
the same effect as voting no.  However,  we believe that voting no will send the
strongest and earliest message to GM's Board that there is serious opposition to
its misguided proposal.

          IF I VOTE "NO" NOW, CAN I CHANGE MY MIND LATER?

         Yes.   You  can  change  your  vote  at  any  time  during  the  60-day
solicitation  period.  IN  FACT,  CLASS  H  STOCKHOLDERS  FACE  NO  DOWNSIDE  BY
SUBMITTING  A "NO"  VOTE AT THE  EARLIEST  OPPORTUNITY.  By doing  so,  you will
maximize the likelihood of a timely  enhancement of the deal by GM's Board,  and
you will retain complete  flexibility to revisit your position as events unfold.

          I BELIEVE THE PACKAGE  THAT THE BOARD IS OFFERING IS WORTH MORE THAN I
          COULD GET UNDER THE 120%  PROVISIONS.  WHY SHOULD I VOTE  AGAINST  THE
          PROPOSAL?

         Some people believe that the package proposed by the Board is worth $75
- - $80 per  share.  As a large  holder  of Class H  shares,  we pray  that  these
optimists are right, but the market disagrees. People would not be selling their
shares today at $64.50 if they thought $75 came close to a realistic valuation.

         In any event,  if the Class H shares  are  really  worth as much as the
120% Provision entitles them to receive, we have no cause for complaint. That is
why we have  consistently  told GM that all we seek is a contingent  value right
that would  provide the Class H holders  additional  consideration  in the event
that  the  post-closing  trading  value  of what  they  receive  in the  pending
transaction  is less than that to which they would have been entitled  under the
120%  Provision.  It is hard to  believe  that GM's Board  would so  strenuously
resist this reasonable  request if the Board shared the optimists' view that the
Class H shares are worth $75 - $80. 

          IF I VOTE  AGAINST THE BOARD'S  PROPOSAL,  WILL I END UP GETTING  AUTO
          COMPANY STOCK?

         You can look forward to a pure-play  Hughes Telecom and still insist on
getting  the benefit of your  bargain  with GM. GM's  principal  motivation  for
trying to abrogate  your rights is to avoid  issuing  more auto  company  stock.
Accordingly,  once GM's Board  realizes  that it must  improve its  treatment of
Class H holders,  it will surely do so without  issuing  auto  company  stock or
interfering  with the pure-play nature of Hughes Telecom.  For example,  Class H
holders could receive additional value in the form of a larger allocation of the
Raytheon shares or a larger tracking interest in Hughes Telecom.

         Further, as noted above, GM is also proposing to make it easier for the
Board to force  you to  convert  into auto  company  shares at a time of its own
choosing in the future.  It would be the ultimate irony if you left value on the
table today in order to get a pure play  telecommunications  stock, only to find
that GM forces  you into auto  company  stock down the road in order to cap your
upside. 

          IF WE VOTE DOWN THE BOARD'S PROPOSAL,  WON'T THAT SUBSTANTIALLY  DELAY
          THE TRANSACTION?

         GM could fix its misguided proposal with minimal delay. For example, it
should be  relatively  easy to modify the  existing  solicitation  materials  to
increase  your share of either  the stock  Raytheon  is issuing or the  tracking
interest  in Hughes.  Wouldn't a 15% - 20% value  enhancement  be worth an extra
couple of months? 

          IF WE VOTE DOWN THE BOARD'S  PROPOSAL,  WON'T WE BE  JEOPARDIZING  THE
          TAX-FREE NATURE OF THE TRANSACTION?

         No. Neither a delay in consummating  the Raytheon  transaction,  nor an
increased  allocation of value to the Class H holders,  will affect the tax-free
status of the transaction.

         Far  from  being  a  reason  to  vote  for the  Board's  proposal,  the
"grandfathering"  that  allows the  defense  sale to occur on a  tax-free  basis
provides a  compelling  reason to vote  against the  proposal.  The value of the
tax-free treatment is so huge that GM's Board cannot possibly walk away from the
Raytheon  deal, as it has threatened to do.  Disarmed of that threat,  the Board
can provide no reason why you should vote for its  proposed  abrogation  of your
rights.

                                      * * *

         We have listened  thoughtfully to what GM, its financial advisors,  and
our  fellow  shareholders  have to say.  WE HAVE YET TO HEAR A  SINGLE  RATIONAL
REASON WHY CLASS H SHAREHOLDERS SHOULD VOTE FOR GM'S PROPOSAL. Even shareholders
who have mixed  feelings can vote "no" now and retain  complete  flexibility  to
reconsider their decision later in the 60-day  solicitation  period. 




         WE URGE YOU TO VOTE AGAINST THE MISGUIDED AND  INEQUITABLE  PROPOSAL OF
GM'S BOARD.  THE SOONER THE BOARD KNOWS OF YOUR  OPPOSITION,  THE SOONER IT WILL
RECOGNIZE THE NEED TO IMPROVE THE TREATMENT OF CLASS H HOLDERS.

                                            Very truly yours,

                                            /s/ Mark D. Brodsky
                                            -------------------
                                            Mark D. Brodsky
                                            Portfolio Manager