As filed with the Securities and Exchange Commission on May 8, 2001

                                                    Registration No. 333-xxxxx
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                           General Motors Corporation
            A Delaware Corporation -- I.R.S. Employer No. 38-0572515

                             300 Renaissance Center
                          Detroit, Michigan 48265-3000
                                 (313-556-5000)
                              --------------------

                    Peter R. Bible, Chief Accounting Officer
                           General Motors Corporation
       300 Renaissance Center, Detroit, Michigan 48265-3000 (313-556-5000)

                                   Copies to:
         Martin I. Darvick, Esq.                  Francis J. Morrison, Esq.
         General Motors Corporation               Davis Polk & Wardwell
         300 Renaissance Center                   450 Lexington
         Detroit, Michigan 48265-3091             New York, New York 10017-3904

      Approximate  date of commencement of proposed sale to the public:  As soon
as practicable on or after the effective date of this Registration Statement.
                             --------------------

      If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest  reinvestment  plans,  check the following box.
/__/

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box. /X/

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. /__/






      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. /__/

    If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
please check the following box. /__/
                              --------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
        Title of                          Proposed     Proposed
       Each Class         Amount to be    Maximum       Maximum
      Of Securities        Registered     Offering     Aggregate     Amount of
          to be              (1)(2)        Price       Offering    Registration
       Registered                         Per Unit     Price (3)        Fee
-------------------------------------------------------------------------------
Debt Securities        $1,989,087,808     Various  $1,989,087,808   $497,271.95
-------------------------------------------------------------------------------
Warrants                      (2)
===============================================================================
Or, if any Debt  Securities  (a) are  denominated  or  payable  in a foreign  or
composite  currency or currencies,  such principal  amount as shall result in an
aggregate  initial offering price equivalent to  $2,650,000,000,  at the time of
initial  offering,  (b) are issued at an original issue  discount,  such greater
principal  amount as shall  result in an  aggregate  initial  offering  price of
$2,650,000,000,  or (c) are  issued  with  their  principal  amount  payable  at
maturity to be determined  with  reference to a currency  exchange rate or other
index,  such principal  amount as shall result in an aggregate  initial offering
price of $2,650,000,000.

(1) The amount of Debt Securities and Warrants being  registered,  together with
    $660,912,192  remaining  Debt  Securities  registered  on  August  17,  1998
    (Registration No.  333-61613),  represents the maximum  aggregate  principal
    amount of Securities  which,  on May 8, 2001, are expected to be offered for
    sale.

(2) Warrants may be offered and sold entitling the holder to purchase any of the
    Debt  Securities  as  permitted  by  Rule  457(g);  no  registration  fee is
    attributable to the Warrants registered hereby.

(3) Estimated  solely  for  the  purpose  of  determining  the  amount  of the
    registration fee.

    Pursuant  to Rule 429  under  the  Securities  Act of 1933,  the  prospectus
included in this  Registration  Statement also relates to debt securities of the
registrant remaining unissued under Registration Statement No. 333-61613.

                              ------------------

    The  Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

===============================================================================





                   Subject to Completion, Dated May 8, 2001

PROSPECTUS

                                 $2,650,000,000
                           General Motors Corporation

              Debt Securities, Warrants to Purchase Debt Securities

                               ------------------

    We will offer from time to time debt securities or warrants to purchase debt
securities.   We  will  provide  the  specific  terms  of  these  securities  in
supplements  to  this  prospectus.  You  should  read  this  prospectus  and any
supplemental prospectus carefully before you invest.

                               ------------------

    We reserve the sole right to accept and,  together with our agents from time
to time, to reject in whole or in part any proposed purchase of securities to be
made directly or through any agents.

                               ------------------

    Neither the  Securities  and Exchange  Commission  nor any state  securities
commission  has approved or disapproved  of these  securities,  or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                               ------------------

                                   May X, 2001


                                      II-1






      You should rely only on the  information  contained in or  incorporated by
reference in this prospectus or any  accompanying  supplemental  prospectus.  We
have not authorized anyone to provide you with different  information or to make
any additional  representations.  We are not making an offer of these securities
in any state  where the offer is not  permitted.  You should not assume that the
information  contained in or incorporated by reference in this prospectus or any
prospectus  supplement  is  accurate  as of any date  other than the date on the
front of each of those documents.


                                Table of Contents

                                                                       Page
       Principal Executive Offices............................            3
       Where You Can Find More Information ...................            3
       Incorporation of Certain Documents by Reference .......            3
       Description of General Motors Corporation..............            4
       Ratio of Earnings to Fixed Charges.....................            5
       Use of Proceeds........................................            5
       Description of Debt Securities.........................            5
       Description of Warrants................................           13
       Plan of Distribution...................................           14
       Legal Opinions.........................................           16
       Experts................................................           16

    Unless the context indicates otherwise,  the words "GM", "we", "our", "ours"
and "us" refer to General Motors Corporation.

    Any agent's commissions or dealer or underwriter's  discounts in relation to
the sale of  securities  covered  by this  prospectus  will be set  forth in the
applicable  prospectus  supplement.  The net  proceeds we receive from such sale
will be (a) the purchase price of the securities  less such agent's  commission,
(b) the  purchase  price of the  securities,  in the case of a dealer or (c) the
public offering price of the securities less such underwriter's discount.  There
will be an  additional  deduction  from the proceeds in the case of (a), (b) and
(c), for other  related  issuance  expenses.  Our  aggregate  proceeds  from all
securities  sold  will be the  purchase  price of the  securities  sold less the
aggregate of the agents'  commissions,  the underwriter  discounts and any other
expenses of issuance and distribution.

                               ------------------

                                      II-2




                           PRINCIPAL EXECUTIVE OFFICES

    Our  principal  executive  offices  are located at 300  Renaissance  Center,
Detroit, Michigan 48265-3000, and our telephone number is 313-556-5000.

                               ------------------

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly,  and special reports and other  information with
the SEC. You may read and copy any reports or other  information  we file at the
public reference room of the SEC located at 450 Fifth Street, N.W.,  Washington,
D.C. 20549.  You may also inspect our filings at the following  Regional Offices
of the SEC located at Citicorp  Center,  500 West  Madison  Street,  Suite 1400,
Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New York,
New York 10048.  You may also request  copies of our documents upon payment of a
duplicating  fee, by writing to the SEC's Public  Reference Room. You may obtain
information   regarding  the  Public  Reference  Room  by  calling  the  SEC  at
1-800-SEC-0330.  SEC filings are also  available  to the public from  commercial
document retrieval services and over the Internet at http://www.sec.gov.  and at
our  website at  http://www.gm.com.  Reports and other  information  can also be
inspected  at the offices of the  following  stock  exchanges  where GM's common
stock,  $1-2/3  par value is listed in the  United  States:  the New York  Stock
Exchange,  Inc., 20 Broad Street,  New York,  New York 10005,  the Chicago Stock
Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois
60605, the Pacific Stock Exchange,  Inc., 233 South Beaudry Avenue, Los Angeles,
California  90012 and 301 Pine Street,  San Francisco,  California 95104 and the
Philadelphia   Stock   Exchange,   Inc.,   1900  Market  Street,   Philadelphia,
Pennsylvania 19103.

    We have filed with the SEC a  registration  statement on Form S-3  (together
with all  amendments  and  exhibits,  the  "registration  statement")  under the
Securities Act of 1933 with respect to the securities.  This  prospectus,  which
constitutes  part of the  registration  statement,  does not  contain all of the
information  set  forth  in the  registration  statement.  Certain  parts of the
registration  statement are omitted from the  prospectus in accordance  with the
rules and regulations of the SEC.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The SEC allows us to  "incorporate  by reference"  information  we file with
them, which means that we can disclose important information to you by referring
you to those  documents,  including our annual,  quarterly and current  reports,
that are considered part of this prospectus. Information that we file later with
the SEC will automatically update and supersede this information.

    We incorporate by reference the documents set forth below that we previously
filed with the SEC and any future  filings  made with the SEC until the offering
of all the securities has been  completed.  These  documents  contain  important
information about GM and its finances.

SEC Filings (File No. 1-143)              Period
----------------------------              ------
Annual Report on Form 10-K          Year ended December 31, 2000
Current  Reports on Form 8-K        January 3, 2001, January 8, 2001,
                                    January  16,  2001 (2),  January  17,  2001,
                                    February 1, 2001, February 6, 2001, February
                                    9, 2001,  February 22, 2001,  March 1, 2001,
                                    March 29,  2001,  April 3,  2001,  April 17,
                                    2001  (2),  April 18,  2001  (3),  April 20,
                                    2001, and May 1, 2001



                                      II-3



    You may request a copy of the  documents  incorporated  by reference in this
prospectus,  except  exhibits  to such  prospectus,  at no cost,  by  writing or
telephoning the office of W. W. Creek, Controller,  at the following address and
telephone number:

                        General Motors Corporation
                        300 Renaissance Center
                        Detroit, Michigan  48265-3000
                        Tel: (313) 556-5000

                    DESCRIPTION OF GENERAL MOTORS CORPORATION

    General  Motors is  primarily  engaged in the  automotive  and,  through our
wholly-owned Hughes subsidiary,  the communications services industries.  We are
the world's largest manufacturer of automotive vehicles.  We also have financing
and  insurance  operations  and,  to a  lesser  extent,  are  engaged  in  other
industries.

    Our automotive segment is comprised of four regions:

    o     GM North America;

    o     GM Europe;

    o     GM Latin America/Africa/Mid-East; and

    o     GM Asia Pacific.


    GM North America designs,  manufactures  and markets  vehicles  primarily in
North America under the following nameplates:

           oChevrolet   oGMC           oBuick        oSaturn
           oPontiac     oOldsmobile    oCadillac

    GM Europe,  GM Latin  America/Africa/Mid-East,  and GM Asia Pacific meet the
demands of customers outside North America with vehicles designed,  manufactured
and marketed under the following nameplates:

           oOpel        oHolden        oSaab         oGMC        oBuick
           oVauxhall    oIsuzu         oChevrolet    oCadillac

    We participate in the  communications  services  industry through our Hughes
subsidiary,  which  is  a  leading  global  provider  of  digital  entertainment
services,  information and communications  services and satellite-based  private
business networks.

    Our financing and insurance  operations  primarily  relate to General Motors
Acceptance  Corporation,  which  provides a broad range of  financial  services,
including  consumer vehicle financing,  full-service  leasing and fleet leasing,
dealer  financing,  car and truck extended  service  contracts,  residential and
commercial mortgage services,  commercial vehicle and homeowner's  insurance and
asset-based  lending.  Our  other  industrial  operations  include  the  design,
manufacturing and marketing of locomotives and heavy-duty transmissions.

                                      II-4



    Substantially  all of our  automotive-related  products are marketed through
retail dealers and through distributors and jobbers in the United States, Canada
and Mexico, and through distributors and dealers overseas. At December 31, 2000,
there were  approximately  8,000 GM vehicle dealers in the United States, 840 in
Canada and 155 in  Mexico.  Additionally,  there  were a total of  approximately
11,220 outlets overseas which include dealers and authorized sales,  service and
parts outlets.

                       RATIO OF EARNINGS TO FIXED CHARGES

                                   Years Ended
                                  December 31,
                                 ---------------

                        2000   1999   1998   1997   1996
                        ----   ----   ----   ----   ----
                        1.71   2.12   1.72   2.22   1.96

    We compute  the ratio of  earnings  to fixed  charges by  dividing  earnings
before income taxes and fixed charges by the fixed charges.  This ratio includes
the earnings and fixed charges of GM and its  consolidated  subsidiaries.  Fixed
charges consist of interest and discount and the portion of rentals for real and
personal  properties  in an amount deemed to be  representative  of the interest
factor.

                                 USE OF PROCEEDS

    We will add the net proceeds from the sale of the  securities to our general
funds and they will be available for general corporate  purposes,  including the
repayment of existing indebtedness.

                         DESCRIPTION OF DEBT SECURITIES

    The debt securities  offered are to be issued under an Indenture dated as of
December 7, 1995, between us and Citibank,  N.A., as Trustee (the "Trustee"),  a
copy of  which  is  filed  as an  exhibit  to the  registration  statement.  The
following  summaries of certain provisions of the Indenture are not complete and
are subject to all  provisions of the  Indenture,  including  the  definition of
certain terms.

    The  Indenture  provides  that,  in  addition to the debt  securities  being
offered,  additional  debt  securities  may be issued  without  limitation as to
aggregate principal amount, but only as authorized by our Board of Directors.

General

    Reference  is  made  to  the  accompanying  prospectus  supplement  for  the
following terms of the debt securities being offered:

o     the designation of the debt securities;
o     the aggregate principal amount of the debt securities;
o     the percentage of their principal amount at which the debt securities
      will be issued;
o     the date or dates on which the debt securities will mature;
o     the rate or rates per annum, if any, at which the debt securities will
      bear interest;

                                      II-5



o     the times at which the interest will be payable;
o     the date after which the debt securities may be redeemed and the
      redemption price;
o     the currency or currencies in which the debt securities are issuable or
      payable;
o     the exchanges on which the debt securities may be listed; and
o     whether the debt securities shall be issued in book-entry form.

    Principal  and  interest,  if any,  will be  payable,  and,  unless the debt
securities are issued in book-entry form, the debt securities being offered will
be transferable,  at the principal corporate trust office of the Trustee,  which
at the date hereof is 111 Wall Street,  New York, New York 10043,  provided that
payment of interest  may be made at our option by check mailed to the address of
the person entitled thereto.

    The debt securities will be unsecured and  unsubordinated and will rank pari
passu with all our other unsecured and  unsubordinated  obligations  (other than
obligations preferred by mandatory provisions of law).

    Some of the debt  securities  may be issued as discounted  debt  securities,
bearing no interest or interest  at a rate,  which at the time of  issuance,  is
below market  rates,  to be sold at a  substantial  discount  below their stated
principal   amount.   Federal   income  tax   consequences   and  other  special
considerations  applicable  to any  such  discounted  debt  securities  will  be
described in the accompanying prospectus supplement.

    Debt securities  will include debt  securities  denominated in United States
dollars  or,  at our  option  if so  specified  in the  accompanying  prospectus
supplement, in any other freely transferable currency.

    If a prospectus supplement specifies that debt securities are denominated in
a currency other than United States dollars, the prospectus supplement will also
specify the  denomination  in which such debt  securities will be issued and the
coin or currency in which the  principal,  premium,  if any, and interest on the
debt securities,  where applicable,  will be payable, which may be United States
dollars  based upon the  exchange  rate for such other  currency  existing on or
about the time a payment is due.

    If a prospectus  supplement  specifies that the debt  securities will have a
redemption option, the "Option to Elect Repurchase" constitutes an issuer tender
offer under the Exchange  Act. We will comply with all issuer tender offer rules
and regulations under the Exchange Act, including Rule 14e-1, if such redemption
option is elected.  We will make any required  filings with the  Commission  and
furnish certain information to the holders of the debt securities.

Book-Entry, Delivery and Form

    Unless otherwise indicated in the accompanying  prospectus  supplement,  the
debt  securities  will be  issued  in the form of one or more  fully  registered
global  securities  (collectively,  the "Global  Debt  Security")  which will be
deposited  with, or on behalf of, The Depository  Trust  Company,  New York, New
York (the  "Depositary" or "DTC") and registered in the name of the Depositary's
nominee. Except as set forth below, the Global Debt Security may be transferred,
in whole and not in part,  only to  another  nominee of the  Depositary  or to a
successor of the Depositary or its nominee.

    The Depositary has advised as follows: it is a limited-purpose trust company
which was created to hold securities for its participating  organizations and to
facilitate  the clearance and  settlement  of  securities  transactions  between
participants  in  such  securities  through  electronic  book-entry  changes  in
accounts of its participants. Participants include:


                                      II-6

o     securities brokers and dealers, including the underwriters named in the
      accompanying prospectus  supplement;
o     banks and trust companies;
o     clearing corporations; and
o     certain other organizations.

    Access to the Depositary's system is also available to others such as banks,
brokers,  dealers and trust companies that clear through or maintain a custodial
relationship with a participant,  either directly or indirectly. Persons who are
not  participants  may  beneficially  own securities held by the Depositary only
through participants or indirect participants.

    The Depositary advises that pursuant to procedures established by it:

o  upon issuance of the debt  securities by us, the  Depositary  will credit the
   account of  participants  designated by the  underwriters  with the principal
   amounts of the debt securities purchased by the underwriters; and

o  ownership of  beneficial  interests in the Global Debt Security will be shown
   on, and the transfer of that ownership will be effected only through, records
   maintained by the Depositary (with respect to participants'  interests),  the
   participants  and the indirect  participants  (with  respect to the owners of
   beneficial interests in the Global Debt Security).

    The laws of some states require that certain persons take physical  delivery
in definitive form of securities  which they own.  Consequently,  the ability to
transfer  beneficial  interests  in the Global Debt  Security is limited to such
extent.

    As long as the  Depositary's  nominee is the registered  owner of the Global
Debt  Security,  such nominee for all purposes will be considered the sole owner
or holder of the debt securities under the Indenture.  Except as provided below,
you will not:

o     be entitled to have any of the debt securities registered in your
      name;
o     receive or be entitled to receive physical delivery of the debt
      securities in definitive form; or
o     be considered the owners or holders of the debt securities under the
      Indenture.

    Neither we, the Trustee,  any Paying Agent nor the Depositary  will have any
responsibility  or  liability  for any  aspect  of the  records  relating  to or
payments  made on account of beneficial  ownership  interests of the Global Debt
Security,  or for maintaining,  supervising or reviewing any records relating to
such beneficial ownership interests.

    Principal  and interest  payments on the debt  securities  registered in the
name of the Depositary's nominee will be made by the Trustee to the Depositary's
nominee as the registered owner of the Global Debt Security.  Under the terms of
the Indenture, we and the Trustee will treat the persons in whose names the debt
securities are  registered as the owners of the debt  securities for the purpose
of receiving  payment of principal and interest on the debt  securities  and for
all other  purposes  whatsoever.  Therefore,  we do not have,  and  neither  the
Trustee nor any Paying Agent has, any direct responsibility or liability for the
payment of principal or interest on the debt  securities to owners of beneficial
interests in the Global Debt  Security.  The  Depositary  has advised us and the
Trustee  that its present  practice is, upon receipt of any payment of principal
or interest,  to immediately  credit the accounts of the Participants  with such
payment in amounts  proportionate  to their  respective  holdings  in  principal
amount of  beneficial  interests  in the Global  Debt  Security  as shown on the
records of the Depositary. Payments by participants and indirect participants to


                                      II-7


owners  of  beneficial  interests  in  the  Global  Debt  Security  will  be the
responsibility  of such  participants  and  indirect  participants  and  will be
governed by their standing  instructions and customary practices,  as is now the
case with  securities  held for the  accounts  of  customers  in bearer  form or
registered in "street name".

    If the  Depositary  is at any  time  unwilling  or  unable  to  continue  as
depositary and we have not appointed a successor  depositary  within 90 days, we
will issue debt  securities in  definitive  form in exchange for the Global Debt
Security.  In  addition,  we may at any  time  determine  not to have  the  debt
securities  represented  by the Global Debt  Security  and, in such event,  will
issue debt  securities  in  definitive  form in  exchange  for the  Global  Debt
Security. In either instance, an owner of a beneficial interest in a Global Debt
Security will be entitled to have debt securities  equal in principal  amount to
the beneficial  interest registered in its name and will be entitled to physical
delivery of the debt securities in definitive form. Debt securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.  No service
charge will be made for any transfer or exchange of the debt securities,  but we
may require  payment of a sum sufficient to cover any tax or other  governmental
charge payable in connection therewith.

Certain Covenants

DEFINITIONS   APPLICABLE  TO  COVENANTS.   The  following   definitions  shall
be applicable to the covenants specified below:

                  (i) "Attributable Debt" means, at the time of determination as
to any lease, the present value  (discounted at the actual rate, if stated,  or,
if no rate is stated, the implicit rate of interest of such lease transaction as
determined by the chairman,  president,  any vice chairman,  any vice president,
the treasurer or any assistant  treasurer of GM),  calculated using the interval
of scheduled  rental  payments under such lease, of the obligation of the lessee
for net rental payments  during the remaining term of such lease  (excluding any
subsequent renewal or other extension options held by the lessee). The term "net
rental payments" means, with respect to any lease for any period, the sum of the
rental  and other  payments  required  to be paid in such  period by the  lessee
thereunder, but not including,  however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional  rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates, indemnities
or similar charges required to be paid by such lessee  thereunder or any amounts
required  to be paid by such  lessee  thereunder  contingent  upon the amount of
sales,  earnings or profits or of  maintenance  and repairs,  insurance,  taxes,
assessments,  water rates,  indemnities or similar charges;  provided,  however,
that,  in the case of any  lease  which is  terminable  by the  lessee  upon the
payment of a penalty in an amount  which is less than the total  discounted  net
rental payments  required to be paid from the later of the first date upon which
such lease may be so terminated and the date of the  determination of net rental
payments,  "net rental payments" shall include the  then-current  amount of such
penalty from the later of such two dates,  and shall exclude the rental payments
relating to the remaining  period of the lease commencing with the later of such
two dates.

                  (ii) "Debt" means notes,  bonds,  debentures  or other similar
evidences of indebtedness for money borrowed.



                                      II-8




                  (iii)  "Manufacturing  Subsidiary"  means any  Subsidiary  (A)
substantially all the property of which is located within the continental United
States of America,  (B) which owns a Principal Domestic  Manufacturing  Property
and (C) in which GM's investment,  direct or indirect and whether in the form of
equity, debt, advances or otherwise,  is in excess of $2,500,000,000 as shown on
the books of GM as of the end of the fiscal year immediately  preceding the date
of determination;  provided,  however, that "Manufacturing Subsidiary" shall not
include Hughes  Electronics  Corporation  and its  Subsidiaries,  General Motors
Acceptance  Corporation and its Subsidiaries (or any corporate  successor of any
of them) or any other Subsidiary  which is principally  engaged in leasing or in
financing installment  receivables or otherwise providing financial or insurance
services  to GM or others or which is  principally  engaged  in  financing  GM's
operations outside the continental United States of America.

                  (iv) "Mortgage" means any  mortgage,  pledge,  lien,  security
interest,  conditional sale or other title retention  agreement or other similar
encumbrance.

                  (v) "Principal  Domestic  Manufacturing  Property"  means  any
manufacturing plant or facility owned by GM or any Manufacturing Subsidiary
which is located within the continental  United  States of America  and,  in the
opinion  of the Board of Directors,  is of material  importance to the total
business conducted by GM and its consolidated affiliates as an entity.

                  (vi)  "Subsidiary"  means any  corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power to elect a  majority  of the board of  directors  of such  corporation
(irrespective  of whether  or not at the  time  stock  of any  other  class  or
classes  of  such corporation  shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by GM, or by one or
more Subsidiaries,  or by GM and one or more Subsidiaries.

LIMITATION ON LIENS.  For the benefit of the Debt  Securities,  GM will not, nor
will it permit any Manufacturing Subsidiary to, issue or assume any Debt secured
by a Mortgage upon any Principal  Domestic  Manufacturing  Property of GM or any
Manufacturing  Subsidiary  or upon any  shares of stock or  indebtedness  of any
Manufacturing   Subsidiary   (whether  such  Principal  Domestic   Manufacturing
Property,  shares of stock or indebtedness are now owned or hereafter  acquired)
without in any such case effectively providing concurrently with the issuance or
assumption of any such Debt that the Debt Securities (together with, if GM shall
so determine,  any other  indebtedness  of GM or such  Manufacturing  Subsidiary
ranking  equally  with  the Debt  Securities  and then  existing  or  thereafter
created)  shall be  secured  equally  and  ratably  with such  Debt,  unless the
aggregate amount of Debt issued or assumed and so secured by Mortgages, together
with  all  other  Debt  of GM  and  its  Manufacturing  Subsidiaries  which  (if
originally  issued or assumed at such time)  would  otherwise  be subject to the
foregoing  restrictions,  but not including  Debt  permitted to be secured under
clauses (i) through (vi) of the immediately following paragraph, does not at the
time  exceed  20%  of  the  stockholders'  equity  of GM  and  its  consolidated
subsidiaries,  as determined in accordance  with accounting principles generally
accepted   in the U.S.  and shown  on the  audited  consolidated  balance  sheet
contained in the latest published annual report to the stockholders of GM.


                                      II-9




         The above restrictions shall not apply to Debt secured by:

                  (i) Mortgages on property,  shares of stock or indebtedness
of any  corporation  existing  at the  time  such  corporation  becomes  a
Manufacturing Subsidiary;

                  (ii) Mortgages on property existing at the time of acquisition
of such property by GM or a manufacturing Subsidiary, or Mortgages to secure the
payment  of all or any  part of the  purchase  price of such  property  upon the
acquisition  of such property by GM or a  manufacturing  Subsidiary or to secure
any Debt incurred prior to, at the time of, or within 180 days after,  the later
of the date of acquisition of such property and the date such property is placed
in service,  for the purpose of financing all or any part of the purchase  price
thereof,  or Mortgages to secure any Debt  incurred for the purpose of financing
the cost to GM or a  Manufacturing  Subsidiary of  improvements to such acquired
property;

                  (iii) Mortgages  securing Debt of a  Manufacturing
Subsidiary owing to GM or to another Subsidiary;

                  (iv)  Mortgages on property of a  corporation  existing at the
time  such  corporation  is merged or  consolidated  with GM or a  Manufacturing
Subsidiary  or at  the  time  of a  sale,  lease  or  other  disposition  of the
properties of a corporation as an entirety or substantially as an entirety to GM
or a Manufacturing Subsidiary;

                  (v)  Mortgages on property of GM or a Manufacturing Subsidiary
in favor of the United  States of America or any State  thereof, or  any
department,  agency or instrumentality or political  subdivision of the United
States of America or any State thereof,  or in favor of any other country,  or
any political  subdivision thereof, to secure partial,  progress, advance or
other payments pursuant to any contract or statute or to secure any indebtedness
incurred  for the purpose of financing all or any part of the purchase price or
the cost of  construction  of the property subject to such Mortgages; or

                  (vi) any  extension,  renewal or  replacement  (or  successive
extensions,  renewals  or  replacements)  in  whole  or in part of any  Mortgage
referred to in the foregoing  clauses (i) to (v);  provided,  however,  that the
principal  amount of Debt secured thereby shall not exceed by more than 115% the
principal  amount of Debt so secured at the time of such  extension,  renewal or
replacement and that such extension,  renewal or replacement shall be limited to
all or a part of the property which secured the Mortgage so extended, renewed or
replaced (plus improvements on such property).

LIMITATION ON SALE AND LEASE-BACK.  For the benefit of the Debt  Securities,  GM
will not,  nor will it permit any  Manufacturing  Subsidiary  to, enter into any
arrangement with any person providing for the leasing by GM or any Manufacturing
Subsidiary of any Principal Domestic  Manufacturing  Property owned by GM or any
Manufacturing  Subsidiary on the date that the Debt  Securities  are  originally
issued  (except for temporary  leases for a term of not more than five years and
except  for  leases  between  GM  and  a  Manufacturing  Subsidiary  or  between
Manufacturing  Subsidiaries),  which  property  has  been  or is to be  sold  or
transferred  by GM or  such  Manufacturing  Subsidiary  to such  person,  unless
either:


                                     II-10


                  (i) GM or such  Manufacturing  Subsidiary  would be  entitled,
pursuant to the  provisions  of the covenant on  limitation  on liens  described
above,  to issue,  assume,  extend,  renew or replace Debt secured by a Mortgage
upon such property equal in amount to the  Attributable  Debt in respect of such
arrangement without equally and ratably securing the Debt Securities;  provided,
however,  that  from  and  after  the  date on which  such  arrangement  becomes
effective the Attributable  Debt in respect of such arrangement  shall be deemed
for all purposes under the covenant on limitation on liens  described  above and
this  covenant on  limitation  on sale and  lease-back to be Debt subject to the
provisions  of the  covenant  on  limitation  on liens  described  above  (which
provisions  include the exceptions set forth in clauses (i) through (vi) of such
covenant); or

                  (ii)  GM  shall   apply  an  amount  in  cash   equal  to  the
Attributable  Debt in respect of such arrangement to the retirement  (other than
any mandatory  retirement or by way of payment at maturity),  within 180 days of
the effective date of any such  arrangement,  of Debt of GM or any Manufacturing
Subsidiary (other than Debt owned by GM or any  Manufacturing  Subsidiary) which
by its terms  matures  at or is  extendible  or  renewable  at the option of the
obligor to a date more than twelve months after the date of the creation of such
Debt.

Defeasance

         If the terms of a particular  series of Debt Securities so provide,  we
may, at our option, (a) discharge its indebtedness and its obligations under the
Indenture  with respect to such series or (b) not comply with certain  covenants
contained  in the  Indenture  with  respect  to such  series,  in  each  case by
depositing  funds or  obligations  issued or  guaranteed by the United States of
America with the Trustee. The Prospectus Supplement will more fully describe the
provisions, if any, relating to such defeasance.

Merger and Consolidation

    The Indenture  provides that we will not merge or  consolidate  with another
corporation  or sell or convey all or  substantially  all of our  assets  unless
either we are the continuing  corporation or the new corporation shall expressly
assume the interest and principal due under the securities.  In either case, the
Indenture provides that neither we nor a successor corporation may be in default
of performance  immediately after a merger or consolidation.  Additionally,  the
Indenture provides that in the case of any such merger or consolidation,  either
we or  the  successor  company  may  continue  to  issue  securities  under  the
Indenture.

Modification of the Indenture

    The Indenture contains provisions permitting us and the Trustee to modify or
amend the Indenture or any  supplemental  indenture or the rights of the holders
of the debt securities issued thereunder, with the consent of the holders of not
less than 66 2/3% in aggregate  principal  amount of the debt  securities of all
series at the time  outstanding  under such Indenture which are affected by such
modification  or  amendment,   voting  as  one  class,  provided  that  no  such
modification shall:

o     extend the fixed maturity of any debt securities,  or reduce the principal
      amount thereof,  or premium, if any, or reduce the rate or extend the time
      of payment of interest thereon,  without the consent of the holder of each
      debt security so affected; or

o     reduce the  aforesaid  percentage of debt  securities,  the consent of the
      holders  of  which is  required  for any such  modification,  without  the
      consent of the holders of all debt securities then  outstanding  under the
      Indenture.


                                     II-11

Events of Default

    An Event of Default  with  respect to any series of debt  securities  issued
subject to the Indenture is defined in the Indenture as being:

o default in payment of any  principal  or premium,  if any, on such  series;
o default for 30 days in payment of any interest on such series;
o default for 30 days after notice in performance of any other covenant
  in the Indenture; or
o certain events of bankruptcy, insolvency or reorganization.

    No Event of Default with respect to a particular  series of debt  securities
issued  under the  Indenture  necessarily  constitutes  an Event of Default with
respect to any other series of debt  securities  issued  thereunder.  In case an
Event of Default as set out in the first,  second and third items  listed  above
shall occur and be  continuing  with  respect to any series,  the Trustee or the
holders of not less than 25% in aggregate principal amount of debt securities of
each such series then outstanding may declare the principal,  or, in the case of
discounted debt securities,  the amount specified in the terms thereof,  of such
series  to be due and  payable.  In case an Event of  Default  as set out in the
fourth item  listed  above  shall  occur and be  continuing,  the Trustee or the
holders  of not less  than 25% in  aggregate  principal  amount  of all the debt
securities then outstanding, voting as one class, may declare the principal, or,
in the case of discounted  debt  securities,  the amount  specified in the terms
thereof, of all outstanding debt securities to be due and payable.  Any Event of
Default with respect to a particular  series of debt securities may be waived by
the holders of a majority in aggregate  principal amount of the outstanding debt
securities of such series,  or of all the outstanding  debt  securities,  as the
case may be, except in a case of failure to pay principal or premium, if any, or
interest on such debt security for which payment had not been subsequently made.
We are required to file with the Trustee annually an Officers' Certificate as to
the absence of certain defaults under the terms of the Indenture.  The Indenture
provides  that the Trustee may  withhold  notice to the  securityholders  of any
default,  except in payment of principal,  premium,  if any, or interest,  if it
considers it in the interest of the securityholders to do so.

    Subject to the  provisions  of the  Indenture  relating to the duties of the
Trustee in case an Event of Default shall occur and be  continuing,  the Trustee
shall be under no  obligation  to exercise any of its rights or powers under the
Indenture  at the request,  order or  direction  of any of the  securityholders,
unless  such  securityholders  shall  have  offered  to the  Trustee  reasonable
indemnity or security.

    Subject to such  provisions  for the  indemnification  of the Trustee and to
certain other limitations,  the holders of a majority in principal amount of the
debt securities of each series  affected,  with each series voting as a separate
class, at the time outstanding  shall have the right to direct the time,  method
and place of conducting any proceeding for any remedy  available to the Trustee,
or exercising any trust or power conferred on the Trustee.




                                     II-12



Concerning the Trustee

    Citibank,  N.A. is the Trustee under the Indenture. It is also Trustee under
various  other  indentures   covering  our  outstanding  notes  and  debentures.
Citibank, N.A. and its affiliates act as depository for funds of, make loans to,
act as trustee and perform certain other services for, certain of our affiliates
and us in the normal course of its business.  As trustee of various  trusts,  it
has purchased our securities and those of certain of our affiliates.

                             DESCRIPTION OF WARRANTS

General

    The following  statements  with respect to the warrants are summaries of the
detailed  provisions of one or more separate warrant agreements (each a "Warrant
Agreement") between us and a banking institution organized under the laws of the
United States or one of the states thereof (each a "Warrant  Agent"),  a form of
which is filed as an exhibit to the registration statement.  Wherever particular
provisions of the Warrant  Agreement or terms  defined  therein are referred to,
such  provisions or definitions  are  incorporated by reference as a part of the
statements  made,  and the  statements  are qualified in their  entirety by such
reference.

    The  warrants  will be  evidenced  by  warrant  certificates  (the  "Warrant
Certificates") and, except as otherwise  specified in the prospectus  supplement
accompanying this prospectus,  may be traded separately from any debt securities
with which they may be issued.  Warrant  Certificates  may be exchanged  for new
Warrant  Certificates  of different  denominations  at the office of the Warrant
Agent.  The holder of a warrant does not have any of the rights of a holder of a
debt  security in respect of, and is not  entitled to any  payments on, any debt
securities issuable, but not yet issued, upon exercise of the warrants.

    The warrants may be issued in one or more series,  and  reference is made to
the  prospectus   supplement   accompanying  this  prospectus  relating  to  the
particular  series of warrants,  if any,  offered  thereby for the terms of, and
other information with respect to, such warrants, including:

o     the title and the  aggregate  number of warrants;
o     the debt  securities  for which each  warrant is  exercisable;
o     the date or dates on which the  warrants will expire;
o     the price or prices at which the warrants are exercisable;
o     the currency or  currencies  in which the  warrants are  exercisable;
o     the periods during which and places at which the warrants are
      exercisable;
o     the terms of any mandatory or optional call provisions;
o     the price or prices, if any, at which the warrants may be redeemed at
      the  option of the  holder or will be  redeemed  upon  expiration;
o     the identity of the Warrant Agent;
o     the  exchanges,  if any, on which the warrants may be listed; and
o     whether the Warrants shall be issued in book-entry form.

Exercise of Warrants

    Warrants may be  exercised  by payment to the Warrant  Agent of the exercise
price,  in each case in such  currency or  currencies  as are  specified  in the
warrant,  and  by  communicating  to  the  Warrant  Agent  the  identity  of the
warrantholder  and the  number of  warrants  to be  exercised.  Upon  receipt of
payment and the Warrant Certificate properly completed and duly executed, at the
office of the Warrant  Agent,  the Warrant Agent will,  as soon as  practicable,
arrange for the issuance of the applicable  debt  securities,  the form of which
shall  be set  forth  in the  prospectus  supplement.  If less  than  all of the
warrants  evidenced  by a  Warrant  Certificate  are  exercised,  a new  Warrant
Certificate will be issued for the remaining amounts of Warrants.


                                     II-13

                              PLAN OF DISTRIBUTION

We may sell the securities being offered in five ways:

o     directly to purchasers;
o     through agents;
o     through underwriters;
o     through dealers; and
o     through direct sales or auctions  performed by utilizing the Internet or
      a bidding or ordering system.

Direct Sales

    We may directly  solicit  offers to purchase  securities.  In this case,  no
underwriters or agents would be involved.

By Agents

    We may use agents to sell the securities.  Any such agent, who may be deemed
to be an  underwriter  as that term is  defined in the  Securities  Act of 1933,
involved  in the  offer or sale of the  securities  in  respect  of  which  this
prospectus is delivered will be named, and any commissions payable by us to such
agent set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment, which is ordinarily five business days or less.

By Underwriters

    If an  underwriter or  underwriters  are utilized in the sale, we will enter
into an  underwriting  agreement with such  underwriters  at the time of sale to
them and the names of the  underwriters and the terms of the transaction will be
set forth in the prospectus  supplement,  which will be used by the underwriters
to make  resales  of the  securities  in respect  of which  this  prospectus  is
delivered to the public.

    Among others, one or more of the following firms may act as managing
underwriter(s) with respect to the offering of the securities:    Bear,
Stearns & Co. Inc., Chase Securities, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co., Incorporated and Salomon Smith
Barney Inc.

By Dealers

    If a dealer is  utilized in the sale of the  securities  in respect of which
this  prospectus  is  delivered,  GM will sell such  securities to the dealer as
principal.  The dealer may then resell such  securities to the public at varying
prices to be determined by such dealer at the time of resale.

                                     II-14

Delayed Delivery Contracts

    If so indicated in the prospectus  supplement,  we will authorize agents and
underwriters to solicit offers by certain  institutions  to purchase  securities
from us at the  public  offering  price set forth in the  prospectus  supplement
pursuant to delayed delivery contracts providing for payment and delivery on the
date stated in the prospectus supplement. Each delayed delivery contract will be
for an amount  not less than the  respective  amounts  stated in the  prospectus
supplement.  Unless  we  otherwise  agree,  the  aggregate  principal  amount of
securities  sold pursuant to delayed  delivery  contracts  shall be not less nor
more  than  the  respective   amounts  stated  in  the  prospectus   supplement.
Institutions with whom delayed delivery contracts, when authorized,  may be made
include:

o     commercial and savings banks;
o     insurance companies;
o     pension funds;
o     investment companies;
o     educational and charitable institutions; and
o     other institutions.

    All delayed delivery contracts are subject to our approval. Delayed delivery
contracts will not be subject to any  conditions  except that the purchase by an
institution of the securities covered by its delayed delivery contract shall not
at the time of delivery be prohibited  under the laws of any jurisdiction in the
United States to which such  institution is subject.  A commission  indicated in
the prospectus  supplement  will be paid to underwriters  and agents  soliciting
purchases of securities pursuant to contracts accepted by us.

Through the Internet

    We may also offer debt  securities  directly to the public,  with or without
the involvement of agents,  underwriters or dealers and may utilize the Internet
or another  electronic bidding or ordering system for the pricing and allocation
of  such  debt  securities.   Such  a  system  may  allow  bidders  to  directly
participate,  through  electronic  access  to an  auction  site,  by  submitting
conditional  offers to buy that are subject to  acceptance  by us, and which may
directly affect the price or other terms at which such securities are sold.

    The final  offering  price at which  debt  securities  would be sold and the
allocation of debt securities among bidders,  would be based in whole or in part
on the results of the Internet  bidding  process or auction.  Many variations of
the  Internet  auction  or  pricing  and  allocating  systems  are  likely to be
developed in the future,  and we may utilize such systems in connection with the
sale of debt  securities.  We will  describe in the related  supplement  to this
prospectus how any auction or bidding process will be conducted to determine the
price or any other terms of the debt  securities,  how  potential  investors may
participate   in  the  process  and,  where   applicable,   the  nature  of  the
underwriters' obligations with respect to the auction or ordering system.

General Information

    The  place  and  time of  delivery  for  the  securities  described  in this
prospectus are set forth in the accompanying prospectus supplement.

    We may  have  agreements  with  the  agents,  underwriters  and  dealers  to
indemnify them against  certain  liabilities,  including  liabilities  under the
Securities Act of 1933.

    Underwriters, dealers and agents may engage in transactions with, or perform
services for, us in the ordinary course of business.


                                     II-15

    In connection with the sale of the securities,  certain of the  underwriters
may engage in  transactions  that  stabilize,  maintain or otherwise  affect the
price of the  securities.  Specifically,  the  underwriters  may  overallot  the
offering,  creating a short position. In addition, the underwriters may bid for,
and purchase,  the securities in the open market to cover short  positions or to
stabilize the price of the securities.  Any of these activities may stabilize or
maintain the market price of the securities above independent market levels. The
underwriters will not be required to engage in these activities, and may end any
of these activities at any time.

                                 LEGAL OPINIONS

    The validity of the notes offered in this prospectus will be passed upon for
us by Martin I.  Darvick,  Esq.,  an  attorney on our Legal  Staff,  and for the
agents by Davis Polk & Wardwell.  Mr.  Darvick owns shares and holds  options to
purchase shares of General Motors common stock, $1-2/3 par value and owns shares
of General Motors Class H common stock,  $0.10 par value.  Davis Polk & Wardwell
acts  as  counsel  to the  Executive  Compensation  Committee  of our  Board  of
Directors  and has acted as  counsel  to us and  certain  of our  affiliates  in
various matters.

                                     EXPERTS

    The  consolidated  financial  statements  and related  financial  statement
schedule  incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended  December  31, 2000 have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  stated  in their  reports,  which  are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.







                                     II-16



PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

      The following  table sets forth the  estimated  expenses to be incurred in
connection with the offering described in the Registration Statement:

   Securities and Exchange Commission registration fee.........   $497,272
   Blue Sky Filing and Counsel Fees............................     25,000
   Fees and expenses of Trustee................................     10,000
   Printing Registration Statement, Prospectus
      and other documents......................................     40,000
   Accountants' fees ..........................................     15,000
   Rating Agencies' fees ......................................    150,000
   Miscellaneous expenses......................................     12,728
                                                                   -------
      Total....................................................   $750,000
                                                                   =======

Item 15.  Indemnification of Directors and Officers

      Under  Section 145 of the Delaware  Corporation  Law, the  Corporation  is
empowered to indemnify its directors and officers in the  circumstances  therein
provided.

      The Corporation's Certificate of Incorporation,  as amended, provides that
no director shall be personally  liable to the  Corporation or its  stockholders
for  monetary  damages for breach of  fiduciary  duty as a director,  except for
liability  (i)  for  any  breach  of  the  director's  duty  of  loyalty  to the
Corporation,  or its stockholders,  (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174,  or  any  successor  provision  thereto,  of  the  Delaware
Corporation  Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

      Under  Article V of its  By-Laws,  the  Corporation  shall  indemnify  and
advance  expenses to every  director  and officer (and to such  person's  heirs,
executors,  administrators or other legal  representatives) in the manner and to
the full extent  permitted  by  applicable  law as it presently  exists,  or may
hereafter be amended,  against any and all amounts (including judgments,  fines,
payments in settlement,  attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in  connection  with any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is  threatened  to be made a party or is otherwise  involved by reason of the
fact that such person is or was a director or officer of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee,  fiduciary  or  member of any other  corporation,  partnership,  joint
venture, trust,  organization or other enterprise.  The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the  proceeding  was not  authorized  by the Board of Directors of the
Corporation.  The  Corporation  shall pay the expenses of directors and officers
incurred  in  defending  any  proceeding  in  advance  of its final  disposition
("advancement  of expenses");  provided,  however,  that the payment of expenses
incurred  by a director  or officer in advance of the final  disposition  of the
proceeding  shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under Article V of the
By-Laws or otherwise.  If a claim for indemnification or advancement of expenses


                                     II-17


by an officer or  director  under  Article V of the  By-Laws is not paid in full
within  ninety  days after a written  claim  therefor  has been  received by the
Corporation,  the  claimant  may file suit to recover the unpaid  amount of such
claim and, if successful  in whole or in part,  shall be entitled to be paid the
expense of prosecuting such claim. In any such action the Corporation shall have
the  burden of proving  that the  claimant  was not  entitled  to the  requested
indemnification  or  advancement of expenses  under  applicable  law. The rights
conferred  on any person by Article V of the By-Laws  shall not be  exclusive of
any other  rights  which such  person may have or  hereafter  acquire  under any
statute, provision of the Corporation's Certificate of Incorporation or By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise.

      The  Corporation  is  insured  against  liabilities  which it may incur by
reason of Article V of its  By-Laws.  In  addition,  directors  and officers are
insured,  at the  Corporation's  expense,  against some liabilities  which might
arise  out of their  employment  and not be  subject  to  indemnification  under
Article V of the By-Laws.

      Pursuant to a resolution  adopted by the Board of Directors on December 1,
1975,  the  Corporation  to  the  fullest  extent  permissible  under  law  will
indemnify,  and has purchased  insurance on behalf of,  directors or officers of
the  Corporation,  or any of them,  who incur or are  threatened  with  personal
liability, including expenses, under the Employee Retirement Income Security Act
of 1974, as amended,  or any amendatory or comparable  legislation or regulation
thereunder.

Item 16.  Exhibits

*1(a) -- Form of  proposed  Underwriting  Agreement  (including  Form of Delayed
         Delivery Contract)
*1(b) -- Form of proposed Purchase Agreement
*1(c) -- Form of proposed Selling Agent Agreement
 1(d) -- Form of  Prospectus  Supplement  (Medium-Term  Notes)
*4(a) -- Form of Indenture, dated as of December 7, 1995,
         between the  Corporation  and Citibank,  N.A.,  Trustee
*4(b) -- Form of proposed  Warrant  Agreement
*4(c) -- Form of Warrant  Certificate  (included in Exhibit 4(b))
*4(d) -- Forms of Global Note and Medium-Term Notes
 5    -- Opinion and Consent of Martin I. Darvick,  Esq.,  Attorney, Legal Staff
         of the Corporation
 8    -- Opinion and Consent of Peter F. Hiltz, Assistant General Tax Counsel of
         the Tax Staff of the Corporation
12    -- Computation of Ratio of Earnings to Fixed Charges
23(a) -- Independent  Auditors'  Consent
23(c) -- Consent of Counsel (included in Exhibit 5)
25    -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
         of Citibank, N.A.

----------------------
*  Incorporated by reference to Exhibits 1 through 4(d), respectively, to
    Registration Statement No. 33-41557.




                                     II-18

Item 17.  Undertakings

  (a) The undersigned registrant hereby undertakes:

    (1) To file,  during any  period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the
      Securities Act of 1933;

      (ii) To reflect in the  prospectus  any facts or events  arising after the
    effective   date  of  the   registration   statement  (or  the  most  recent
    post-effective  amendment thereof) which,  individually or in the aggregate,
    represent  a  fundamental  change  in the  information  set  forth  in  this
    registration  statement.  Notwithstanding  the  foregoing,  any  increase or
    decrease  in volume of  securities  offered  (if the total  dollar  value of
    securities  offered  would not  exceed  that which was  registered)  and any
    deviation  from the low or high end of the estimated  offering  range may be
    reflected in the form of prospectus  filed with the  Commission  pursuant to
    Rule 424(b) if, in the aggregate,  the changes in volume and price represent
    no more than 20 percent change in the maximum  aggregate  offering price set
    forth in the  "Calculation  of  Registration  Fee"  table  in the  effective
    registration statement.

      (iii) To include  any  material  information  with  respect to the plan of
    distribution not previously disclosed in this registration  statement or any
    material change to such information in this registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

    (2) That, for the purpose of determining  any liability under the Securities
Act of 1933 , each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

   (b) The undersigned  registrant hereby further  undertakes that, for purposes
of determining  any liability  under the Securities Act of 1933,  each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

  (c) Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be  permitted  to  directors  and officers of GM pursuant to the
provisions discussed in Item 15 above, or otherwise, GM has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by GM of expenses incurred or paid by a director or officer of GM in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director or officer in connection with the securities being registered, GM will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                     II-19



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Detroit, State of Michigan,  on the 1st day of May,
2001.



                                   GENERAL MOTORS CORPORATION

                                   /s/JOHN F. SMITH, JR.
                                   -----------------------------------
                                   (John F. Smith, Jr., Chairman
                                    of the Board of Directors)

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed on May 1, 2001 by the following  persons
in the capacities indicated.

        Signature                      Title
        ---------                      ------

/s/JOHN F. SMITH, JR.                  Chairman of the Board of Directors
---------------------------
(John F. Smith, Jr.)


/s/HARRY J. PEARCE                     Vice Chairman of the Board
---------------------------                   of Directors
(Harry J. Pearce)


/s/G. RICHARD WAGONER, JR.             President and Chief Executive Officer
---------------------------
(G. Richard Wagoner, Jr.)


/s/JOHN M. DEVINE                      Vice Chairman and          )
---------------------------            Chief Financial Officer    )
(John M. Devine)                                                  )
                                                                  )Principal
                                                                  )Financial
/s/ERIC A. FELDSTEIN                   Vice President and         )Officers
---------------------------                 Treasurer             )
(Eric A. Feldstein)                                               )


/s/WALLACE W. CREEK                    Controller                 )
---------------------------                                       )
(Wallace W. Creek)                                                )Principal
                                                                  )Accounting
                                                                  )Officers
/s/PETER R. BIBLE                      Assistant Controller and   )
---------------------------            Chief Accounting Officer   )
(Peter R. Bible)                                                  )



                                     II-20




                            SIGNATURES (continued)

         Signature                              Title
         ---------                              -----


/s/PERCY BARNEVIK                               Director
---------------------------
(Percy Barnevik)


/s/JOHN H. BRYAN                                Director
---------------------------
(John H. Bryan)


/s/THOMAS E. EVERHART                           Director
---------------------------
(Thomas E. Everhart)


/s/GEORGE M. C. FISHER                          Director
---------------------------
(George M.C. Fisher)


/s/NOBUYUKI IDEI                                Director
---------------------------
(Nobuyuki Idei)


/s/ KAREN KATEN                                 Director
------------------------
(Karen Katen)


/s/J. WILLARD MARRIOTT, JR.                     Director
---------------------------
(J. Willard Marriott, Jr.)


/s/ECKHARD PFEIFFER                             Director
---------------------------
(Eckhard Pfeiffer)


/s/LLOYD D. WARD                                Director
---------------------------
(Lloyd D. Ward)


/s/DENNIS WEATHERSTONE                          Director
---------------------------
(Dennis Weatherstone)




                                     II-21






                                  EXHIBIT INDEX
EXHIBITS

*1(a) -- Form of  proposed  Underwriting  Agreement  (including  Form of Delayed
         Delivery Contract)
*1(b) -- Form of proposed Purchase Agreement
*1(c) -- Form of proposed Selling Agent Agreement
 1(d) -- Form of  Prospectus  Supplement  (Medium-Term  Notes)
*4(a) -- Form of Indenture, dated as of December 7, 1995,
         between the  Corporation  and Citibank,  N.A.,  Trustee
*4(b) -- Form of proposed  Warrant  Agreement
*4(c) -- Form of Warrant  Certificate  (included in Exhibit 4(b))
*4(d) -- Forms of Global Note and Medium-Term Notes
 5    -- Opinion and Consent of Martin I. Darvick,  Esq.,  Attorney, Legal Staff
         of the Corporation
 8    -- Opinion and Consent of Peter F. Hiltz, Assistant General Tax Counsel of
         the Tax Staff of the Corporation
12    -- Computation of Ratio of Earnings to Fixed Charges
23(a) -- Independent  Auditors'  Consent
23(c) -- Consent of Counsel (included in Exhibit 5)
25    -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
         of Citibank, N.A.

- ---------------------
*  Incorporated by reference to Exhibits 1 through 4(d), respectively, to
   Registration Statement No. 33-41557.





                                     II-22