SEC FORM 4

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

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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, P.O. BOX 300

MAIL CODE: 482-C38-B71

(Street)

DETROIT

48265-3000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENERAL MOTORS CORP [ GM & GMH ]

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)
12/22/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
GM Class H Common Stock, $.10 Par Value	12/22/2003		D⁽¹⁾		792	D	⁽²⁾	0	D
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Gen Mot Class H Com Stock, Restricted Stock Units⁽³⁾	⁽³⁾	12/22/2003		D⁽⁴⁾			450	⁽³⁾	⁽³⁾	GM Class H Common Stock, $.10 Par Value	450	⁽⁴⁾	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)⁽⁵⁾	$14.41	12/22/2003		D⁽⁶⁾			420	01/11/2000	01/12/2009	GM Class H Common Stock, $.10 Par Value	420	⁽⁶⁾	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)⁽⁵⁾	$34.44	12/22/2003		D⁽⁶⁾			816	10/01/2001	01/11/2010	GM Class H Common Stock, $.10 Par Value	816	⁽⁶⁾	0	D
GM Class H Common Stock, Restricted Stock Units⁽⁷⁾	⁽⁷⁾	12/22/2003		D⁽⁸⁾			12,777	⁽⁷⁾	⁽⁷⁾	GM Class H Common Stock, $.10 Par Value	12,777	⁽⁸⁾	0	D
GM Stock $1-2/3 Par Value, Restricted Stock Units⁽⁷⁾	⁽⁷⁾	12/22/2003		A⁽⁶⁾⁽⁸⁾		4,123⁽⁹⁾		⁽⁷⁾	⁽⁷⁾	General Motors Common Stock, $1-2/3 Par Value	4,123	⁽⁶⁾⁽⁸⁾	8,834	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁵⁾	$44.73							02/03/1998	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)⁽⁵⁾	$46.59							01/12/1999	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)⁽⁵⁾	$71.53							01/11/2000	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)⁽⁵⁾	$75.5							01/10/2001	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	2,311		2,311	D
GM Stock $1-2/3 Par Value (Right to Buy)⁽⁵⁾	$50.46							01/07/2003⁽¹⁰⁾	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	3,000		3,000	D

Explanation of Responses:

1. The reported shares of GM Class H common stock were redeemed by GM in connection with a series of transactions pursuant to which Hughes Electronics Corporation was separated from GM and The News Corporation Limited acquired a 34% interest in Hughes (the 'Hughes Transactions'). Each share of GM Class H common stock held by the reporting person was redeemed by GM in exchange for one share of Hughes common stock. Immediately after such redemption, Hughes was merged with and into a subsidiary of News Corporation and a portion of the shares of Hughes common stock received by the reporting person in connection with the redemption was converted in the subsequent merger into News Corporation preferred American depositary shares.

2. As a result of the Hughes Transactions, the reporting person received in exchange for each share of GM Class H Common Stock (1) 0.82321617207 of a share of Hughes common stock and (2) 0.09207432110 of a News Corporation preferred American depositary share. The closing price for a share of Hughes common stock on December 23, 2003, the first day such shares were publicly traded, was $16.90, and the closing price of each News Corporation preferred American depositary share on December 22, 2003, the effective date of the Hughes Transactions, was $28.65.

3. Restricted Stock Units credited pursuant to Rule 16b-3 qualified Hughes Electronics Corporation Compensation Plan for Non-Employee Directors. Deferred compensation, equal to the retainer and fees 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 Class H Common Stock for such year. 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.

4. In connection with the Hughes Transactions, the reported GM Class H Restricted Stock Units were converted into an equivalent number of Hughes common stock Deferred Stock Units.

5. Director stock options granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors.

6. In connection with the Hughes Transactions, the reporting person agreed to cancel these GM Class H Common Stock Options in exchange for 114 GM $1-2/3 par value common stock Restricted Stock Units having equivalent economic value.

7. 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.

8. In connection with the Hughes Transactions, the reporting person agreed to cancel 12,777 GM Class H common stock Restricted Stock Units in exchange for 4,009 GM $1-2/3 par value Restricted Stock Units having equivalent economic value.

9. Includes 4,009 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock Restricted Stock Units and 114 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock options.

10. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. Stock option is exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant.

Remarks:

	By: /s/ Martin I. Darvick - Attorney-in-Fact for George M.C. Fisher	12/23/2003
	** Signature of Reporting Person	Date
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