Exchange Offer

General Motors Corp
1 February 2000


Contact:  Toni Simonetti
          [phone]
          Mark Tanner
          [phone]

GM WILL OFFER TO REPURCHASE GM $1-2/3 STOCK IN EXCHANGE FOR $8 BILLION OF CLASS
H STOCK, AND MAKE $7 BILLION IN CLASS H STOCK CONTRIBUTIONS TO BENEFIT PLANS

TRANSACTIONS WILL REDUCE GM'S ECONOMIC INTEREST IN HUGHES TO APPROXIMATELY 35
PERCENT, AND SIGNIFICANTLY INCREASE EPS FOR GM $1-2/3 STOCK

DETROIT - General Motors Corp. (NYSE: GM, GMH) today announced plans for a
broad restructuring of its economic interest in Hughes Electronics (Hughes),
including an offer to its current shareholders to repurchase GM $1-2/3 par value
common stock in exchange for approximately $8 billion of GM Class H common
stock, and contributions of approximately $7 billion of Class H stock to GM
benefit plans.

'The GM Board of Directors today authorized this series of transactions that
continue GM's efforts to deliver significant value to its shareholders and
further strengthen the corporation's financial position,' said GM Chairman and
Chief Executive Officer John F. Smith, Jr.

Exchange offer to be made

GM will offer to exchange approximately $8 billion of Class H stock for GM
$1-2/3 stock. This exchange would significantly reduce the number of shares of
GM $1-2/3 stock outstanding. Specifically, GM will offer to holders of GM
$1-2/3 stock an opportunity to voluntarily tender any portion of their holdings
of GM $1-2/3 stock in order to acquire Class H stock. The exchange generally
will be tax-free to GM and its U.S. stockholders for U.S. income tax purposes.
Shares tendered will be subject to pro-ration if the exchange offer is
oversubscribed. A Form S-4 registration statement detailing the terms and
conditions of the proposed exchange offer will be filed shortly with the
Securities and Exchange Commission. GM expects to complete the proposed
transaction during the second quarter of this year. The per-share exchange
ratio for the offering will be determined immediately prior to the
commencement of the offer. No offering of Class H stock will be made except
by means of a prospectus to be included in the Form S-4 registration
statement.

Contributions to benefit plans

GM plans to contribute up to $7 billion of Class H stock to certain of its
benefit plans in the second quarter, including a significant amount to its
U.S. Hourly-Rate Employees Pension Plan, and the balance to its voluntary
employees' beneficiary association (VEBA) trust. The VEBA trust was set up in
1997 to fund the corporation's other post-retirement employee benefit (OPEB)
obligations for hourly employees. The pension plan contribution will help to
ensure that GM's U.S. pension plans remain fully funded on an SFAS-87 basis
for the foreseeable future. The contributions to the benefit plans, which are
not subject to any regulatory approvals, will significantly reduce annual
pension and OPEB expense, and will strengthen the company's overall financial
position.

'These actions enable GM to realize $15 billion of the value of Hughes, and
improve GM's financial flexibility to pursue business and growth initiatives
in our automotive and financial services businesses,' said Smith. 'We will
improve net income through reduced pension and OPEB expense while
substantially reducing the number of GM $1-2/3 shares outstanding. This will
translate to a significant increase in GM's earnings per share.'

In connection with these transactions, GM will issue approximately $15
billion of Class H stock. However, the proposed transactions will not have
any dilutive effect on the earnings per share attributable to the outstanding
Class H stock. The issuance of additional Class H shares in connection with
these transactions will substantially increase the liquidity of that stock in
the securities market, which should benefit trading of Class H stock over
time.

Upon completion of a fully subscribed exchange offer and contributions to
the benefit plans, GM will retain approximately a 35 percent, or $18 billion,
economic interest in Hughes (based on yesterday's NYSE closing price of Class
H stock) and Hughes will remain a wholly-owned subsidiary of GM.
Consequently, GM $1-2/3 common shareholders would benefit indirectly in any
further improvement in the Class H stock price as a result of GM's retained
economic interest in Hughes as well as the Class H stock held by the GM
benefit plans.

GM has no current plans or intention to separate Hughes or any of its
businesses from GM, whether by means of a spin-off, split-off or any other
transaction. However, GM will continue to evaluate what Hughes ownership
structure would be optimal for the two companies and GM stockholders.

GM has the flexibility to use the economic interest that it retains in
Hughes in a variety of ways, including as a currency for additional GM $1-2/3
stock repurchases, acquisitions, benefit plan contributions, to raise cash
proceeds in a tax-efficient manner, or to implement further corporate
restructurings.

The transactions will not affect the business operations of Hughes, and
GM's automotive operations will continue to have direct access to the
opportunities for strategic synergies with Hughes' rapidly growing
communications services businesses.

'It is important to retain our strategic relationship with Hughes. We
continue to create new communications capabilities and functionality in our
vehicles. Hughes has redefined itself as a premier provider of digital
entertainment and business communications, which strengthens its ability to
contribute to GM's strategy to grow its service-oriented businesses,' Smith
said.

GM has repurchased approximately $9 billion of GM $1-2/3 stock since 1997,
in addition to the significant reduction in the number of GM $1-2/3 shares
outstanding expected to result from the proposed exchange offer. Moreover, GM
has distributed approximately $12 billion of value to its shareholders as
part of the spin-offs of the Hughes defense business in 1997 and the Delphi
business in 1999.

'GM has a strong and consistent track record of finding ways to return
value to shareholders, and that record is being extended through these
proposed transactions,' Smith said. 'GM will strive to continue to increase
earnings with less capital employed. This is an excellent formula to deliver
superior shareholder returns.'

GM $1-2/3 stock and Class H stock are both common stocks of General Motors.
Class H earnings per share and amounts available for payment of dividends are
determined by the financial performance of Hughes. As of year-end 1999, there
were 137.1 million shares of Class H outstanding, representing a 32 percent
tracking stock interest in the earnings of Hughes, and 617.4 million shares
of GM $1-2/3 stock outstanding.

Morgan Stanley Dean Witter will act as dealer manager for General Motors in
connection with the exchange offer. Hughes will engage Salomon Smith Barney
in connection with the offering.

    In this news release, use of the words anticipate, expect, should,
    believe, plan, intensify, overcome and similar words are associated with
    forward-looking statements that are inherently subject to numerous risks    
   and uncertainties. Accordingly, there can be no assurance that the results
    described in such forward-looking statements will be realized. The          
   principal risk factors that may cause actual results to differ               
  materially from those expressed in forward-looking statements contained in    
 this news release are described in various documents filed by GM with the      
U.S. Securities and Exchange Commission, including GM's Current Reports on     
Form 8-K dated April 12, 1999, and filed on April 15, 1999, and April 21,      
1999.

    We urge holders of GM$1-2/3 common stock to read the Registration Statement
    on Form S-4, including the prospectus, regarding the exchange offer         
   referred to above, when it becomes available, as well as the other           
  documents which General Motors has filed or will file with the Securities     
 and Exchange Commission, because they contain or will contain important        
information.  Holders of GM $1-2/3 common stock may obtain a  free copy of     
the prospectus, when it becomes available, and other documents filed by        
General Motors at the Commission's web site at www.sec.gov, at General         
Motors' web site at www.gm.com, or from General Motors by directing such       
request in writing or by telephone to: General Motors Corporation, 100         
Renaissance Center, Detroit, Michigan 48243-7301, Attention: GM Investor       
Relations, Telephone: [phone], Facsimile: [phone]. This           
communication shall not constitute an offer to sell or the solicitation of     
an offer to buy, nor shall there be any sale of securities in any state in     
which offer, solicitation or sale would be unlawful prior to registration      
or qualification under the securities laws of any such state. No offering      
of securities shall be made except by means of a prospectus meeting the        
requirements of Section 10 of the Securities Act of 1933, as amended.          
Inquiries from the news media should be directed to GM Corporation             
Communications: 212-418-6380.

Note to editors:

A conference call for journalists to ask follow-up questions regarding
today's announcement will be held today (Tuesday, Feb. 1, 2000) from 4:00 p.m.
to 4:30 p.m. EST. On the call will be General Motors Vice Chairman Harry J.
Pearce, GM Executive Vice President and Chief Financial Officer J. Michael
Losh, and GM Vice President and Treasurer Eric A. Feldstein. Following are
the access numbers:

       800-266-1825 (calling from the United States)
       212-676-4910 (calling from outside of the United States)

In addition to the live conference call, there is the opportunity to call the
following numbers, up to 48 hours after the press conference, and listen to a
replay:

       800-633-8284 (calling from the United States)
       858-812-6440 (calling from outside of the United States)

Password, required for the replay only, is: 14301146

A graphic chart and photos of GM officers are available on GM Media Online:
htpp://media.gm.com. High resolution files can be obtained by calling Wieck
Photo at 972-392-0888.