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                          General Motors Corporation
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Notes:

 
                        DEFINITIVE ADDITIONAL MATERIALS

          The following pages contain material that will be provided to
employees of Hughes Electronics Corporation ("Hughes Electronics") in an
employee communication to be distributed on or after November 20, 1997. In
addition, such material will appear in the November 21, 1997 edition of the
Hughes Electronics Herald. Such material relates to a series of transactions
involving Hughes Electronics (the "Hughes Transactions"), as more fully
described in the solicitation statement/prospectus (the "Solicitation
Statement/Prospectus") which forms a part of the Registration Statements on Form
S-4 of GM, File No. 333-37215, and HE Holdings, Inc., File No. 333-37223. Please
refer to the Solicitation Statement/Prospectus for additional information on the
Hughes Transactions.


                          HUGHES ELECTRONICS HERALD 
            Hughes Electronics Corporation, Los Angeles, California

                               November 19, 1997
                                        
     General Motors is seeking pursuant to a Solicitation Statement/Prospectus
stockholder approval for a series of strategic transactions involving the three
major business segments of Hughes Electronics Corporation: (1) the spin-off of
the defense electronics business of Hughes Electronics to the General Motors
stockholders (which will be followed by a merger of that business with Raytheon
Company), (2) the transfer of Delco Electronics, the automotive electronics
business of Hughes Electronics, back to General Motors (where it will be
combined with Delphi Automotive Systems), and (3) the recapitalization of the
Class H common stock into a new class of General Motors common stock with a
tracking interest in the telecommunications and space business of Hughes
Electronics.

     The Solicitation Statement/Prospectus, which describes these transactions
and the issues to be voted on, has been mailed to all General Motors common
stockholders (both Class H and $1 2/3).  Employees who indirectly own shares of
Class H common stock through the Hughes Thrift & Savings Plan will receive the
Solicitation Statement/Prospectus from the Plan's trustee along with voting
cards and return envelopes.  The Solicitation Statement/Prospectus contains
important information and all stockholders are urged to read it in its entirety.

                          FREQUENTLY ASKED QUESTIONS
                                        
Q. We have heard that GM $1 2/3 stockholders and GMH stockholders will receive
   Raytheon stock. How will this work?

A. The answer to this question can be found on Page 5 of the Solicitation
   Statement/Prospectus, which provides that:

   In the spin-off, GM's common stockholders will receive Class A Common Stock
   of Hughes Defense. In the merger of Hughes Defense and Raytheon, this stock
   will remain outstanding as Class A Common Stock of New Raytheon (except that
   fractional shares will be sold for cash) and Raytheon's common stockholders
   will receive Class B Common Stock of New Raytheon.

   The Class A Common Stock will represent approximately 30% of the outstanding
   equity value of New Raytheon. The Class B Common Stock will represent the
   remaining approximately 70% of the outstanding equity value. With respect to
   the election of directors of New Raytheon, the Class A Common Stockholders
   will possess 80.1% of the voting power. The Class B Common Stockholders will
   possess the remaining 19.9% of the voting power in the election of directors.
   Each class will vote separately as to all other matters. Except as to voting
   rights, the Class A Common Stock and Class B Common Stock will be identical.

Q. How will the amount of Raytheon stock I receive for each share of GM Class H
   Common Stock (GMH) that I own be determined?

A. The answer is found on page 5 of the Solicitation Statement/Prospectus, which
   provides that:

   Based on the Recent Raytheon Stock Price [$51.00 per share, the closing price
   of Raytheon Common Stock on November 7, 1997], we estimate that approximately
   58.7% of these shares will be distributed to GM Class H Common Stockholders
   and approximately 41.3% will be distributed to GM $1 2/3 Common Stockholders.
   We refer to the relationship between these amounts as the "Distribution
   Ratio."
 
   The Distribution Ratio is a formula that depends on certain variables that
   cannot be known precisely until the closing of the Hughes Transactions. The
   most significant of these variables is the average closing market price of
   Raytheon


 
     Common Stock during a specified period shortly before the closing. (For
     more information, see "Special Factors -- The Distribution Ratio" in
     Chapter 3 [of the Solicitation Statement/Prospectus]).

     In setting the Distribution Ratio, the GM Board determined that GM Class H
     Common Stockholders should receive a portion of the Class A Common Stock
     equal to the Class H Fraction to reflect their current tracking stock
     interest in Hughes Defense plus an additional amount of Class A Common
     Stock to compensate them for relinquishing their current tracking stock
     interest in Delco and for the other net effects of the Hughes Transactions.

Q.   How many shares of Raytheon Class A Common Stock will I get for each share
     of GM Class H Common Stock that I own?

A.   The answer to this question is found on Page 6 of the Solicitation
     Statement/Prospectus, which provides that:

     The following table illustrates the effect the Hughes Transactions would
     have on the ownership interests of a holder of one share of each class of
     GM common stock, if the relevant market price of Raytheon Common Stock were
     equal to the Recent Raytheon Stock Price [$51.00 per share on November 7,
     1997].
 
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Example of Ownership                      Example of Ownership After
Before the Hughes Transactions            the Hughes Transactions
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One share of GM $1 2/3                    One share of GM $1 2/3
Common Stock                              Common Stock
                                          AND
                                          0.05987 shares of Class A
                                          Common Stock with an indicated market
                                          value of $3.05.

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One share of GM Class H                   One share of New GM
Common Stock                              Class H Common Stock
                                          AND
                                          0.58836 shares of Class A
                                          Common Stock with an indicated market
                                          value of $30.01.

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     For a table showing the distribution of the Class A Common Stock between
     the two classes of GM common stock based on a range of Raytheon Common
     Stock prices, see "Special Factors -- The Distribution Ratio" in Chapter 3
     [of the Solicitation Statement/Prospectus].

Q.   What is this New GM Class H Common Stock?

A.   The answer to this question is found on Pages 6 and 7 of the Solicitation
     Statement/Prospectus, which provides that:

     Like the current GM Class H Common Stockholders, the holders of New GM
     Class H Common Stock will be stockholders of General Motors, not of Hughes
     Electronics. The new GM Class H Common Stock will represent an
     approximately 25.6% tracking stock interest in New Hughes Electronics
     (based on the Class H Fraction as of September 30, 1997), which will have
     one principal business: Hughes Telecom. This will be a more focused
     investment than the existing GM Class H Common Stock, which currently
     represents an approximately 25.6% tracking stock interest in the three
     principal businesses of Hughes Electronics: Hughes Defense, Delco, and
     Hughes Telecom.