SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FISHER GEORGE M C (Last) (First) (Middle) 300 RENAISSANCE CENTER (Street) DETROIT MI 48265-3000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENERAL MOTORS CORP [ GM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
General Motors Common Stock, $1-2/3 Par Value								4,752	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
GM Stock $1-2/3 Par Value Restricted Stock Units(1)	$0	12/31/2006		A		4,937		(1)	(1)	General Motors Common Stock, $1-2/3 Par Value	4,937	$0	27,693	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(2)	$44.73							02/03/1998(2)	02/04/2007	General Motors Common Stock, $1-2/3 Par Value	1,302		1,302	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(2)	$46.59							01/12/1999(2)	01/13/2008	General Motors Common Stock, $1-2/3 Par Value	1,202		1,202	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(2)	$71.53							01/11/2000(2)	01/12/2009	General Motors Common Stock, $1-2/3 Par Value	1,093		1,093	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(2)	$75.5							01/10/2001(2)	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	2,311		2,311	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(3)	$50.46							01/07/2003(3)	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	3,000		3,000	D

Explanation of Responses:

1. Restricted Stock Units credited pursuant to Rule 16b-3 qualified GM Compensation Plan for Non-employee Directors. Deferred compensation, equal to the retainers earned during the year, is credited annually on each December 31. The deferred compensation is converted into Restricted Stock Units at the average daily closing market price of GM Common Stock for such year. The amounts credited during the year also include dividend equivalents on such Restricted Stock Units. Pursuant to such Plan, the Restricted Stock Units are deferred until after the director's retirement from GM and are paid in cash. The Restricted Stock Units convert on a one for one basis. The price of zero is nominal and only used for purposes of facilitating the electronic filing of this Form.

2. Director stock option granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors. The stock option vested and become exercisable in three equal annual installments, commencing respectively, one, two and three years from the date of initial grant. Date shown in column 5 is the date the first installment became exercisable.

3. Director stock options granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors. The stock option vested on the date indicated in Column 5.

	/s/ Martin I. Darvick, attorney-in-fact for Mr. Fisher	01/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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