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

                                                         December 5, 1997


Via Fax and FedEx
- -----------------

Mr. Michael T. Smith, Chairman
Hughes Electronics Corporation
7200 Hughes Terrace
Westchester, CA. 90045-0066
Fax No. 310-417-2840

Dear Mr. Smith:

         A number  of  people  have  told us  that,  in the  teleconference  you
conducted yesterday to solicit shareholder  consents from Hughes employees,  you
made several statements  regarding my firm,  including that (i) my firm is short
ordinary GM common stock, (ii) as such we stand to gain financially by a drop in
the price of ordinary GM common stock, and (iii) we are betting that ordinary GM
shares  will drop in price if the 120%  Provision  in GM's  charter  is  honored
rather  than (as GM seeks)  abrogated.  You also  reportedly  stated  during the
teleconference  that my firm has lost money by  shorting  ordinary GM shares and
that  our  opposition  to GM's  pending  proposal  is  simply  motivated  by our
resulting disgruntlement.

         Your  statements  were false,  and you had no basis for making them. We
are not now, and at no point during the solicitation process have we been, short
ordinary GM shares.  Nor have we lost money by shorting  ordinary GM shares.  We
therefore make the following  demand of you  personally,  of Hughes  Electronics
Corporation,  and (by  copy of this  letter  to  GM's  general  counsel)  of GM:
Immediately (i) retract in writing the foregoing misstatements; (ii) disseminate
that  retraction  to  all  Hughes  employees   (whether  or  not  they  attended
yesterday's  teleconference);  (iii) advise all Hughes  employees that they have
the right to change their vote, and provide them with the form and adequate time
for doing so; (iv) provide us with copies of the foregoing material;  and (v) if
you or others  acting on behalf  of GM have made  similar  misstatements  to any
other persons,  take appropriate steps to rectify that error and provide us with
all  materials  used for that  purpose.  Please  let us know by noon on  Monday,
December 8, whether and when you will be complying with this demand.

         The foregoing is without prejudice to any other relief available to us.

                                                     Very truly yours,


                                                     Mark D. Brodsky
                                                     Portfolio Manager
cc (by fax and FedEx):
         Thomas A. Gottschalk, Esq.
         Senior Vice President and General Counsel
         General Motors Corporation
         3031 W. Grand Boulevard
         Detroit, MI 48202-3091
         Fax 313-556-5108