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.

- --------------------------------------------------------------------------------
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

                                                               October 24, 1997

TO FELLOW HOLDERS OF GENERAL MOTORS CLASS H STOCK:

               General Motors will soon be asking you to approve a restructuring
of Hughes  Electronics,  including a fundamental  abrogation of your rights as a
Class H stockholder.  On behalf of the institutional investors whose substantial
holdings  of Class H stock we manage,  we are writing to urge you to reject GM's
proposal. As you read further, please keep in mind these key points:

     o    GM IS  ATTEMPTING  TO  RENEGE  ON ITS  BASIC  DEAL  WITH  THE  CLASS H
          STOCKHOLDERS.  GM is trying  to  renege on a bargain  it made with the
          Class H  stockholders - a bargain that was approved by both GM's board
          and its common  stockholders when the Class H stock was issued and was
          consistently reiterated in GM's public disclosures for over a decade.

     o    GM IS TRYING TO  EXTORT  VALUE  FROM  CLASS H FOR THE  BENEFIT  OF THE
          ORDINARY  COMMON.  The  effect of the  Board's  proposal  is clear:  a
          one-way  diversion of value from the GM's Class H shareholders  to its
          ordinary  common  shareholders.  Based on current market values,  this
          give-up  would be nearly $19 per Class H share.  (All market values in
          this letter are based on closing  prices for October 23,  1997,  which
          were 70-1/4 for ordinary GM shares and 67-9/16 for Class H shares.)

     o    YOU CAN BLOCK THIS  EXTORTION  EITHER BY VOTING  "NO" OR BY SIMPLY NOT
          RETURNING  YOUR  CONSENT  CARD.  This  diversion of value cannot occur
          without the affirmative support of a majority of all outstanding Class
          H stockholders. Abstentions have the same effect as "no" votes.

     o    THERE IS NO  DOWNSIDE TO ADOPTING A  WAIT-AND-SEE  APPROACH.  GM would
          like  to  get  your  votes  in  the  first  20  business  days  of the
          solicitation  period but has  allotted 60 calendar  days for voting if
          needed.  Even  if you  are  reluctant  to  vote  against  the  Board's
          proposal, you have nothing to lose by withholding your vote during the
          first 20 business  days. By doing so, Class H  stockholders  will send
          the important  message to GM's board that it cannot run roughshod over
          our rights.  If GM's  directors  are the least bit serious about their
          fiduciary duties, they will respond constructively by rectifying their
          present, wrongheaded proposal.

WHAT GM'S BOARD WANTS YOU TO GIVE UP

               One of the  basic  economic  rights  of the  Class H stock as set
forth in GM's  corporate  charter is a  provision  - we refer to it as the "120%
Provision" - entitling  you to receive 1.23  ordinary GM shares for each Class H
share when the  Raytheon  transaction  closes.  Although  no one knows where the
Class H shares  or the  ordinary  shares  will be  trading  at that  time,  1.23
ordinary  shares  currently  have a market value of about $86.41,  compared to a
market  price of $67.56 per Class H share.  In other  words,  judging by current
market prices the Class H shareholders are entitled to receive about 28% -- or a
total of about $1.9 billion -- more for their shares.

               This large  disparity  arises  from the  attempt by GM's board to
abrogate the 120% Provision. Specifically, GM's board is requesting that Class H
stockholders accept, in lieu of their 




straightforward    entitlement    under   the   120%    Provision,    (i)   new,
non-dividend-bearing  Class H stock tracking a smaller,  higher-risk  version of
Hughes  Electronics  and (ii) a large amount of Raytheon  stock.  Although  GM's
preliminary  solicitation  material (under review by the S.E.C.) alludes vaguely
to  uncertainties  about the  applicability of the 120% Provision to the present
circumstances,  GM has never  seriously  argued the point.  To the contrary,  GM
concedes that it needs the support of a majority of the Class H stockholders  in
order to adopt its proposal.

               The 120%  Provision  represents  an integral  part of the bargain
that GM made with the Class H holders  when it bought  Hughes  Aircraft in 1985:
The  Class  H  stock  would  "track"  the  earnings  of  Hughes  Electronics  (a
combination  of Hughes  Aircraft and Delco) until GM sold "all or  substantially
all" of Hughes Aircraft.  At that point, the Class H shares would  automatically
be converted into ordinary  common shares  pursuant to the 120%  Provision.  The
120% Provision was plainly designed to afford the Class H shareholders a premium
on their shares  above the value to which they would have been  entitled if they
simply owned a percentage  of Hughes.  The 120%  Provision  was at its inception
approved by both GM's board and its common stockholders. Until GM announced last
January its agreement to sell the Hughes defense  business,  GM had consistently
and unequivocally  reiterated the 120% Provision in many of its S.E.C.  filings,
including its April 1995 prospectus for the  underwritten  public offering of 15
million Class H shares and its Form 10-K Annual Report filed in April 1996.

               As noted  earlier,  GM's board now  proposes to abrogate the 120%
Provision  at the very  moment  when it has finally  become  applicable.  To add
insult to injury,  the Board also  proposes to  compromise  the Class H holders'
rights in two further respects:

     o    The Board is  seeking  to amend  GM's  charter  to give GM the  option
          (starting in 2002) to force you to convert into ordinary GM shares, at
          the ratio  prescribed at the time by the 120% Provision,  whenever its
          suits the Board's interests to do so. In other words, GM's Board wants
          to play the  "heads I win,  tails  you lose"  game.  Even as the Board
          attempts  to renege on the 120%  Provision  when it is  required to be
          applied,  it wants to procure the unilateral option to invoke the 120%
          Provision  in the  future,  when it may be to your  disadvantage.  (GM
          presently  has such an  option  only if it has  paid  you  substantial
          dividends for five years. Since GM now plans to cease dividends on the
          Class H shares for the foreseeable  future,  the existing option would
          for all intents and purposes be inapplicable for many years to come.)

     o    The Board  wants to amend GM's  charter to make it much harder for the
          120% Provision to be mandatorily applicable upon future sales of large
          portions  of  the  remaining  Hughes  businesses.   Specifically,  the
          proposed   amendments   would   greatly   narrow  the   definition  of
          "substantially all" of Hughes business. Under the proposed amendments,
          Hughes could sell off 79% in value of its remaining businesses without
          triggering the 120% Provision  (unless,  as noted above, GM elected to
          do so.)

               There is another way in which the Board's  proposal  would impair
the value of your investment. If you allow the Board to bully you into giving up
$1.9 billion of value now, you are simply inviting a repeat performance the next
time you are entitled to something. The value of the Class H stock is not simply
a  function  of  earnings  projections,  multiples  and the like but also on the
degree of confidence that GM's word means something.  Unfortunately, it is plain
as day that GM does  not  care  about  its  word  when it  comes to the  Class H
stockholders.




CLASS H CAN BLOCK THIS MISTREATMENT

               Fortunately,   GM  cannot   abrogate  your  rights   without  the
affirmative consent of a majority of all outstanding Class H shares. Thus, while
we urge you to vote "no", you can accomplish the same thing by simply refraining
from voting.

               For like reason, even if you are considering lending your support
to GM's proposal, you should delay doing so. GM is seeking consents in lieu of a
meeting.  Essentially, the solicitation period will be divided into two periods,
totaling  about 60  calendar  days.  GM will  attempt  to obtain  the  requisite
consents within the first 20 business days of the solicitation period.  However,
if that effort fails, GM will allow the remainder of the 60-calendar-day  period
to complete the solicitation.  Class H stockholders have everything to gain, and
nothing to lose, by withholding  their votes during the initial  20-business-day
solicitation  period  and  sending  GM's  Board  the  message  that the  Class H
stockholders  will not be  abused.  If the Board  takes at all  seriously  their
fiduciary  duties and GM's  reputation  as a blue chip  company,  the Board will
respond to that message constructively.

ATTEMPTED COERCION WITH A HOLLOW THREAT

               Of course,  no Class H holder in its right mind would give up $19
per share  voluntarily,  so GM's board has resorted to an undignified "my way or
the  highway"  tactic.  Specifically,  the Board has stated that it would rather
abandon the defense sale and the realignment of Delco - and more generally throw
away a year's  effort  on the part of  Raytheon  and GM - than  give the Class H
holders what is plainly their due.

               On its face, this threat is hollow. As anyone who has followed GM
knows,  and  as is  readily  confirmed  by  GM's  own  preliminary  solicitation
material:

     o    Given the now-mature  consolidation of the defense industry, GM has no
          choice  but to sell the  defense  business.  Its  sale is a  strategic
          imperative,  the absence of which would  damage both the  ordinary and
          the Class H shareholders.

     o    The sale to Raytheon is  grandfathered  under the old tax law. If that
          sale is abandoned, GM would forever lose its opportunity to dispose of
          the defense business in a tax-free manner - a crucial GM requirement.

     o    The proposed sale to Raytheon is at a very attractive  price,  reached
          through competitive bidding. One of the bidders, Northrop Grumman, has
          since  agreed to merge with  another  giant of the  defense  industry,
          thereby  effectively  precluding (by virtue of anti-trust  concerns) a
          replication of the  competitive-bidding  process if Hughes  terminates
          the Raytheon deal.

     o    Combining  Delco  with GM's  other  parts  business,  Delphi,  is also
          strategically  compelling - both from an operational standpoint and as
          a step toward GM's  objective  of taking the combined  parts  business
          public.

     o    GM has spent a year pursuing the Hughes  restructuring  and developing
          its business  plans  accordingly.  The benefit to GM as a  corporation
          will be the  same  regardless  of how  those  benefits  are  allocated
          between  the  ordinary  and the Class H shares.  It would be an act of
          unadulterated  spite - to the clear  detriment  of both  classes - for
          GM's Board to abandon  the entire  project  just  because  the Class H
          holders insisted on getting their stipulated share of the proceeds.

     o    There is no reason to believe that GM's ordinary  common  shareholders
          would  oppose the defense  sale if the 120%  Provision  were  applied.
          Quite  the  contrary,  they  will be  




          substantially  benefited by the defense sale and by the combination of
          Delco and Delphi even if the 120% Provision were honored.

     o    It is  inconceivable  that GM would, as a result of this issue,  allow
          itself to fail Raytheon which has been  realigning  itself into a pure
          defense  company in reliance upon its agreement with Hughes.  Although
          the Raytheon  agreement is  generically  conditioned on GM shareholder
          approval,  as a  commercial  (if not as a legal)  matter  Raytheon has
          every  right to expect  that GM will move  heaven and earth to deliver
          that  approval and will not  gratuitously  jeopardize  it by trying to
          cheat one class for the  benefit of the  other.  GM may not care about
          its  credibility  with  Class H  holders,  but it surely  cares  about
          whether the likes of Raytheon will do business with it again.

               Even if the Board's  threat were credible (and  especially  given
that it is not), its efforts to bully and manhandle its own  shareholders  would
be highly  inappropriate.  GM's  present  strategy is the very one that  Conrail
unsuccessfully pursued a year ago. By agreeing to an onerous lock-up,  Conrail's
board tried to force its  shareholders to choose between an inferior deal and no
deal at all.  Despite the fact that the friendly  suitor and Conrail's  employee
benefit plans owned more than 30% of the Conrail  shares (an advantage that GM's
board does not enjoy in the present vote), Conrail's  shareholders  overwhelming
rejected the deal  recommended  by Conrail's  board.  In the process,  Conrail's
directors became public metaphors for corporate arrogance and irresponsibility -
an outcome that GM's directors would be well-advised to avoid.

               HERE IS THE LESSON OF CONRAIL:  ONCE THE SHAREHOLDERS STOOD UP TO
THEIR BOARD,  THE BOARD HAD NO CHOICE BUT TO RECTIFY ITS MISGUIDED  APPROACH AND
ALLOW  THE DEAL TO BE  IMPROVED.  After  Conrail,  there  can be no  doubt  that
institutional  investors  simply  should  not and will not  tolerate  highhanded
efforts  by their  board to force  them to accept  less  than  they are  plainly
entitled  to  receive.   Many  of  the  institutions   that  voted  against  the
recommendation  of Conrail's  board hold GM's Class H stock. If they voted no in
Conrail, why would they vote differently here?

               If you cower in the face of the GM Board's attempt to renege, you
will be inviting  them to do so again.  Worse  still,  you will be inviting  the
board of every  company - even  putatively  blue-chip  companies to breach their
commitments to stockholders  and to engage in coercive  power-plays  rather than
doing the right thing. Do not let this happen.

THE BOARD'S OSTENSIBLE REASONS DO NOT HOLD WATER

               The  Board  devotes  all  of  a  paragraph  in  its   preliminary
solicitation  materials to its  ostensible  reasons for attempting to grab value
from the Class H holders (see page 41 of the  materials  filed  October 17). The
Board's  reasoning does not withstand  scrutiny and belies any pretense that the
Board has complied with its fiduciary duties.

               Reason  #1:  "[T]he  loss of GM's  flexibility  to  issue  equity
               interests   relating   to  Hughes   Telecom   without   incurring
               corporate-level tax."

               Presumably this refers to the  possibility of issuing  additional
Hughes  tracking stock in the context of an  acquisition  by Hughes.  We greatly
doubt  that any  business  seller  would be willing to take the Class H tracking
stock in exchange,  especially  now that GM's Board has shown no  reluctance  to
renege on the terms of that stock.  And even if the  theoretical  possibility of
issuing  more Class H stock  represented  some  corporate  benefit,  it does not
follow that the Class H stockholders  alone should bear the burden of preserving
it, or that they should give up $1.9 billion of value for the privilege of doing
so.




               Reason #2: "[T]he loss of GM's  flexibility . . . to use tracking
               stock as a focused security for management compensation."

               The importance of this reason is amply indicated by the fact that
it did not even appear in GM's proposed solicitation  materials until the fourth
time GM filed them with the S.E.C.  (More generally,  GM ostensible  reasons for
abrogating your rights were expressed  differently in three different  drafts of
these  materials  filed  between  October  6 and 17 -  despite  the fact that GM
decided last December to renege on the 120% Provision.  There is no telling what
reasons GM will come up with for last year's decision by the time this is over.)
We support proper incentives for Hughes's  management but trust that this can be
accomplished  without the Class H  stockholders  ceding $1.9 billion of value to
the ordinary common shareholders.

               Reason #3:  "[T]he  substantial  change that would  result in the
               form  and  nature  of  the   investment  of  GM  Class  H  Common
               Stockholders,  who would have their tracking stock  investment in
               Hughes Electronics replaced with a conventional stock interest in
               all of GM's  operations  (rather than with a  conventional  stock
               interest  in New  Raytheon  and a  more  focused  tracking  stock
               interest in Hughes Telecom . . .)".

               We admire the creativity of whomever  thought this one up. If the
120%  Provision  were applied,  Class H tracking stock would simply be converted
into ordinary common shares of General Motors - exactly as GM's charter provides
and exactly as over a decade of GM's SEC filings had contemplated. But according
to GM's  patronizing  analysis,  it is better  instead for Class H holders to be
forced  to  receive  (i) a  watered-down  stock  that  tracks  one of the  three
businesses in which they were  previously  invested and (ii) shares of Raytheon,
which is mostly an operation  in which the Class H holders were never  invested,
and which is in an industry that the Class H holders  thought they were exiting!
If GM's directors  really believe this logic, we beg them not to protect us from
ourselves.  Rather, give the Class H holders the choice between what the charter
entitles  them to receive and what the Board is offering,  and we shall see soon
enough which is preferable.

               Reason #4: The "substantial dilution that would likely reduce the
               value of the [ordinary common shares], including the new stock of
               that class to be issued to GM Class H Common Stockholders".

               Of course,  this reason represents no benefit at all to the Class
H shareholders.  Quite the contrary, it is exclusively a detriment. The Board is
favoring  the ordinary  shares at the expense of the Class H shares,  and baldly
uses that favoritism as a "reason" for reneging on the 120%  Provision.  This is
perverse  reasoning  indeed.  It is like saying that people should not pay their
taxes or bills because otherwise their wealth would be substantially diluted.

               We also dispute the Board's factual  premise.  It is true that if
each Class H share were  converted  into 1.23  ordinary  shares,  the  presently
outstanding ordinary shares would thereafter constitute 85.1% of the outstanding
ordinary shares. But it is dishonest  arithmetic for GM to state (as it has many
times)  that  this  conversion  would  cause  a 15%  dilution  of  the  ordinary
shareholders.  What GM  conveniently  ignores  is that the Class H shares  would
completely  disappear in the process,  and the value they  represent  (which the
market  currently  assesses to be about $6.9 billion) would thereafter be shared
with all of the ordinary  shareholders.  A fair reading of the  financial  facts
would  indicate  that the  dilution  amounts to at most two or three  percentage
points, not 15.

               Lastly,  the Board is exploiting its ostensible  dilution concern
disingenuously.  Since the Board has  chosen  to  measure  dilution  solely as a
function of the number of additional  ordinary  common shares to be issued,  the
Board could easily have proposed an alternative currency for providing the Class
H holders the value to which they are entitled. For example, the Class H holders
could have 




been  given a larger  portion  of the  shares  that  Raytheon  is issuing in the
merger;  or the terms of the Class H stock  could have been  modified to track a
greater percentage of the earnings of the Hughes Telecom business;  or the value
of the Class H shares  could have been  enhanced  by  spinning  off the  Telecom
business;  or contingent  value rights or warrants could have been issued.  This
type of approach would have avoided the issuance of additional  ordinary  common
shares  while at the same time  giving the Class H  shareholders  the benefit of
their long-standing bargain.

               Months ago we  repeatedly  implored the Board and GM's  financial
advisors to take this  approach.  Had the Board done so, it would have created a
win-win  situation  for both classes.  Instead,  the Board  arrogantly  chose to
stiff-arm us and instead opted to create the present win-lose situation in which
you are the loser.  The Board went so far as to instruct its financial  advisors
not even to accept our phone calls - ensuring that so-called  fairness  opinions
could be issued without the distractions of fact and logic.

               In sum, the Board's  fallacious  list of reasons belies its claim
to be acting in the interests of both classes.  Instead, the Board is engaged in
a game of raw  favoritism,  in which an integral part of your bargain with GM is
being ignored for the exclusive benefit of the ordinary common shareholders.

                               ------------------

               WE URGE YOU TO ADVISE GM  IMMEDIATELY  OF YOUR  OPPOSITION TO ITS
WRONGHEADED PROPOSAL. IF GM INSISTS ON MAILING ITS SOLICITATION MATERIAL FOR THE
PRESENT  PROPOSAL,  WE URGE  YOU TO VOTE  "NO"  OR,  FAILING  THAT,  TO  ADOPT A
WAIT-AND-SEE APPROACH.

                                                              Very truly yours,

                                                              Mark D. Brodsky
                                                              Portfolio Manager