SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Amendment No. 2

(Rule 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

GENERAL MOTORS CORPORATION

(Name of Subject Company (Issuer))

TRACINDA CORPORATION

(Name of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1-2/3 PER SHARE

(Title of Class of Securities)

370442105

(CUSIP Number of Class of Securities)

Richard E. Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, California 90212

(310) 271-0638

Copy to:

Janet S. McCloud, Esq.

Christensen, Miller, Fink, Jacobs,

Glaser, Weil & Shapiro, LLC

10250 Constellation Blvd., 19th Floor

Los Angeles, CA 90067

(310) 553-3000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$868,000,000	$102,163.60

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 28,000,000 shares of the subject company (number of shares sought) by $31.00 (the purchase price per share offered by the Purchaser (as defined below)).

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission on December 9, 2004, equals $117.70 per million of the aggregate amount of the cash offered by Tracinda Corporation (“Purchaser”).

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $102,163.60	Filing Party: Tracinda Corporation
Form or Registration Number: Schedule TO	Date Filed: May 9, 2005

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 9, 2005 (the “Schedule TO”) by Tracinda Corporation relating to the tender offer by Tracinda for up to 28,000,000 shares of common stock, par value $1 ²/3 per share (the “shares”), of General Motors Corporation, a Delaware corporation (“General Motors”), at a purchase price of $31.00 per share, net to the seller in cash, on the terms and subject to the conditions set forth in an Offer to Purchase, dated May 9, 2005 (as amended), and in the related letter of transmittal.

ITEM 11 ADDITIONAL INFORMATION

Item 11 is hereby amended to add the following:

On June 1, 2005 Tracinda issued a press release announcing that it will not increase its tender offer price above $31.00 per share. A copy of the press release is attached hereto as Exhibit (a)(1)(K) and is incorporated herein by reference.

ITEM 12 EXHIBITS

Item 12 of the original Schedule TO is hereby amended by adding the following exhibit:

(a)(1)(K) Press release issued June 1, 2005.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2005

TRACINDA CORPORATION A Nevada corporation
By:	/S/    ANTHONY L. MANDEKIC
	Name: Anthony L. Mandekic Title: Secretary/Treasurer

KIRK KERKORIAN
By:	/S/    ANTHONY L. MANDEKIC*
	Name: Anthony L. Mandekic Title: Attorney in fact

* Power of Attorney previously filed as Exhibit (i) to Schedule TO, filed by Tracinda Corporation on May 26, 2005.

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EX-99

EXHIBIT (A)(1)(K)

[LETTERHEAD OF CITIGATE SARD VERBINNEN]

NEWS

FOR IMMEDIATE RELEASE

Contact: Anna Cordasco/ Stephanie Pillersdorf/ Carrie Bloom

                Citigate Sard Verbinnen

                212-687-8080

Tracinda Reaffirms Commitment to Tender Offer of General Motors Common Stock

LOS ANGELES, CA – June 1, 2005 – In response to repeated inquiries regarding its tender offer for General Motors Corporation (NYSE: GM) common stock, Tracinda Corporation today announced that it will not increase its tender offer price above $31.00 per share.

Tracinda commenced its cash tender offer for up to 28,000,000 shares of common stock, par value $1 2/3 per share, of General Motors Corporation (NYSE: GM) on May 9, 2005. The offer is scheduled to expire at 5:00 p.m. ET on June 7, 2005, unless extended.

Questions regarding the offer or requests for offer materials should be directed to the information agent, D.F. King & Co., Inc., at 212-269-5550 for banks and brokerage firms or 800-207-3158 for all others. Offering materials have been filed with the Securities and Exchange Commission (SEC) and are available on the SEC website at http://www.sec.gov and D.F. King’s website at http://www.dfking.com/gm_offer_materials.htm. General Motors’ stockholders are urged to read the offering materials, which contain important information.

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell, which may be made only pursuant to the terms of the Offer to Purchase (as amended) and the related Letter of Transmittal previously filed with the Securities and Exchange Commission. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of General Motors shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction.

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