PRELIMINARY PROSPECTUS SUPPLEMENT (SUBJECT TO COMPLETION)
ISSUED JUNE 27, 2001
(To Prospectus Dated May 17, 2001)

                                        $
                           GENERAL MOTORS CORPORATION
                        % SENIOR NOTES DUE JULY 15, 2041
                               ------------------

        Interest payable on January 15, April 15, July 15 and October 15
                                -----------------

     This is an offering of % Senior Notes due July 15, 2041 (the "Bonds") to be
issued  by  General  Motors  Corporation  ("GM").  The  Bonds  will  be  general
unsecured,  unsubordinated  obligations of GM. The Bonds will mature on July 15,
2041. The Bonds will bear interest from July , 2001, at the rate of % per annum,
payable  quarterly on January 15, April 15, July 15 and October 15 of each year,
commencing  on October 15,  2001.  We will have the right to redeem the Bonds in
certain circumstances if we are unable to deduct interest paid on the Bonds. The
Bonds also will be redeemable at our option, in whole or part, at any time on or
after  July , 2006,  upon not less than 30 nor more than 60 days'  notice,  at a
redemption price equal to 100% of the principal amount redeemed plus accrued and
unpaid  interest  to the  redemption  date.  The Bonds will be issued in minimum
denominations of $25 and in multiples of $25.

     We will apply to list the Bonds on the New York Stock  Exchange  and expect
trading  in the Bonds on the New York  Stock  Exchange  to begin  within 30 days
after the original issue date.
                              --------------------

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  SUPPLEMENT OR THE RELATED  PROSPECTUS  IS TRUTHFUL OR COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                                                          Per Note      Total
                                                          --------     -------
Public Offering Price..................................         %      $
Underwriting Discounts.................................         %      $
roceeds to GM (before expenses).......................          %      $

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

     The  public  offering  price  set  forth  above  does not  include  accrued
interest,  if any.  Interest on the Bonds will accrue from July , 2001, and must
be paid by the purchaser if the Bonds are delivered after July , 2001.

     The underwriters expect to deliver the Bonds to purchasers on July , 2001.

     We have granted the underwriters a right to request from us the opportunity
to purchase up to an additional $ aggregate  principal  amount of Bonds to cover
overallotments,  if any. Whether or not to approve the request is totally at our
discretion.

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

                           JOINT BOOK-RUNNING MANAGERS
MORGAN STANLEY                                              SALOMON SMITH BARNEY

                               -------------------
A. G. EDWARDS & SONS, INC.
                        MERRILL LYNCH & CO.
                                        PRUDENTIAL SECURITIES
                                                                     UBS WARBURG

BANC ONE CAPITAL MARKETS, INC.
                              BNP PARIBAS
                                                   HSBC
                                                                        JPMORGAN

     , 2001



                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

                                                                   PAGE
Incorporation of Certain Documents by Reference...............      S-3
Ratio of Earnings to Fixed Charges............................      S-3
Use of Proceeds...............................................      S-3
Description of the Bonds......................................      S-4
U.S. Tax Considerations.......................................      S-6
Underwriting..................................................      S-9
Legal Opinions................................................      S-11

                                   PROSPECTUS

                                                                   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.......................................       12
Plan of Distribution..........................................       13
Legal Opinions................................................       15
Experts.......................................................       15

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

     YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED IN OR  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT, AND THE UNDERWRITERS  HAVE NOT,  AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
DIFFERENT INFORMATION OR TO MAKE ANY ADDITIONAL REPRESENTATIONS. WE ARE NOT, AND
THE  UNDERWRITERS  ARE NOT,  MAKING AN OFFER OF ANY  SECURITIES  OTHER  THAN THE
BONDS.  THIS  PROSPECTUS  SUPPLEMENT IS PART OF AND MUST BE READ IN  CONJUNCTION
WITH THE ACCOMPANYING  PROSPECTUS DATED MAY 17, 2001. YOU SHOULD NOT ASSUME THAT
THE  INFORMATION  APPEARING IN THIS PROSPECTUS  SUPPLEMENT AND THE  ACCOMPANYING
PROSPECTUS, AS WELL AS THE INFORMATION INCORPORATED BY REFERENCE, IS ACCURATE AS
OF ANY  DATE  OTHER  THAN  THE  DATE  ON THE  FRONT  COVER  OF  THIS  PROSPECTUS
SUPPLEMENT.

     WE WILL  DELIVER  THE  BONDS TO THE  UNDERWRITERS  AT THE  CLOSING  OF THIS
OFFERING  WHEN THE  UNDERWRITERS  PAY US THE  PURCHASE  PRICE OF THE BONDS.  THE
UNDERWRITING  AGREEMENT  PROVIDES  THAT THE  CLOSING  WILL OCCUR ON JULY , 2001,
WHICH IS BUSINESS DAYS AFTER THE DATE OF THE PROSPECTUS SUPPLEMENT.  RULE 15C6-1
UNDER THE  SECURITIES  EXCHANGE ACT OF 1934 GENERALLY  REQUIRES THAT  SECURITIES
TRADES IN THE SECONDARY MARKET SETTLE IN THREE BUSINESS DAYS, UNLESS THE PARTIES
TO A TRADE EXPRESSLY AGREE OTHERWISE.


                                      S-2




                 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  supplement  and  accompanying
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. These documents  contain  important  information
about General Motors Corporation and its finances.

SEC FILINGS (FILE NO. 1-143)                 PERIOD
----------------------------                 ------
Annual Report on Form 10-K.................. Year ended December 31, 2000
Quarterly Report on Form 10-Q............... Quarter ended March 31, 2001
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,  May  1,  2001,
                                             May  25,   2001  (2),
                                             June 1, 2001 and June
                                             11, 2001


     You may,  at no  cost,  request  a copy of the  documents  incorporated  by
reference in this  prospectus  supplement and  accompanying  prospectus,  except
exhibits to such documents, 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

                       RATIO OF EARNINGS TO FIXED CHARGES

                   YEARS ENDED                   UNAUDITED QUARTER ENDED
                   DECEMBER 31,                        MARCH 31,
            -----------------------              ----------------------
            2000               1999              2001             2000
            ----               ----              ----             ----
            1.71               2.12              1.21             2.11


     The ratio of  earnings  to fixed  charges  has been  computed  by  dividing
earnings before income taxes and fixed charges by the fixed charges.

     See "Ratio of Earnings to Fixed Charges" in the accompanying prospectus for
additional information.

                                 USE OF PROCEEDS

         We  will  use  the  net  proceeds   (approximately  $  after  deducting
underwriting  discounts,  commissions  and  expenses or  approximately  $ if the
underwriters exercise their over-allotment option in full) for general corporate
purposes, including the repayment of existing indebtedness.


                                      S-3

                            DESCRIPTION OF THE BONDS
GENERAL

     The  following  description  of the  particular  terms of the Bonds offered
hereby supplements and, to the extent that the terms are inconsistent,  replaces
the  description of the general terms and provisions of the Debt  Securities set
forth in the accompanying prospectus.  The Bonds are part of the Debt Securities
registered  by GM in May 2001 to be issued on terms to be determined at the time
of sale.

     The Bonds offered hereby will be issued in an initial  aggregate  principal
amount of $ pursuant to an  Indenture  dated as of December 7, 1995,  between us
and  Citibank,  N.A.  (the  "Trustee"),  which is more  fully  described  in the
accompanying  prospectus  and the Bonds have been  authorized  and  approved  by
resolution of our Board of Directors.

     The  Indenture  and the Bonds are governed by, and  construed in accordance
with, the laws of the State of New York, United States.

     The Bonds will be  unsecured  obligations  of GM and will rank equally with
all other unsecured and unsubordinated indebtedness of GM. The Bonds will mature
on July 15,  2041.  The Bonds are  expected  to be listed on the New York  Stock
Exchange.  The Bonds will bear  interest,  calculated  on the basis of a 360-day
year  consisting  of twelve 30 day  months,  from July , 2001 at a rate of % per
annum, payable on January 15, April 15, July 15 and October 15 of each year, the
first  payment to be made on October 15,  2001,  to the person in whose name the
Bonds  are  registered  at the  close of  business  on the last day of the month
preceding such January 15, April 15, July 15 or October 15.

     If any January  15,  April 15, July 15 or October 15 falls on a day that is
not a Business Day, then payment of interest will be made on the next succeeding
Business Day with the same force and effect as if made on such date.

     The Bonds will be issued in book-entry form. See "Book-Entry,  Delivery and
Form" in the accompanying prospectus.

     We  may  from  time  to  time,  without  notice  to or the  consent  of the
registered  holders of the Bonds,  create and issue  further  Bonds ranking PARI
PASSU with the Bonds in all respects,  or in all respects except for the payment
of interest accruing prior to the issue date of such further Bonds or except for
the first payment of interest  following  the issue date of such further  Bonds.
Such further Bonds may be  consolidated  and form a single series with the Bonds
and have the same terms as to status, redemption or otherwise as the Bonds.

OPTIONAL REDEMPTION

         We may not redeem the Bonds before July , 2006,  except for tax reasons
as  described  below under "  Redemption  for Tax  Reasons." On and after July ,
2006,  we may redeem the  Bonds,  at our option and at any time,  in whole or in
part at a redemption  price equal to 100% of their principal amount plus accrued
and unpaid interest up to but not including the date of redemption.


                                      S-4



REDEMPTION FOR TAX REASONS

     We may elect to redeem the Bonds,  in whole but not in part, at any time at
a redemption  price of 100% of their principal  amount,  plus accrued and unpaid
interest up to but not  including  the  redemption  date,  if on or after July ,
2001, a change in the U.S. tax laws results in a substantial  likelihood that we
will not be able to deduct the full amount of interest  accrued on the Bonds for
U.S. federal income tax purposes.

     The Bonds  describe  a change in tax laws  broadly  and permit us to redeem
because of:

     o    any actual or proposed  change in or amendment to the laws of the U.S.
          or regulations or rulings promulgated under those laws;

     o    any  change  in  the  way  those  laws,  rulings  or  regulations  are
          interpreted, applied or enforced;

     o    any action taken by a taxing authority that applies to us;

     o    any court decision, whether or not in a proceeding involving us; or

     o    any  technical  advice  memorandum,  letter  ruling or  administrative
          pronouncement issued by the U.S. Internal Revenue Service,  based on a
          fact pattern substantially similar to ours.

SELECTION AND NOTICE

     We will mail notices of redemption by first-class  mail at least 30 and not
more than 60 days  prior to the date  fixed for  redemption  to each  registered
holder of the Bonds to be redeemed at its registered  address. If we redeem less
than all of the Bonds at any  time,  the  trustee  will  select  the Bonds to be
redeemed on a pro rata basis, by lot or by such other method directed by us. The
trustee  will make that  selection  not more than 45 days before the  redemption
date.

TRADING CHARACTERISTICS

     We expect the Bonds to trade at a price that takes into  account the value,
if any, of accrued but unpaid interest. This means that purchasers will not pay,
and sellers will not receive,  accrued and unpaid  interest on the Bonds that is
not included in their trading price.  Any portion of the trading price of a Bond
that is  attributable to accrued  interest will be treated as ordinary  interest
income for federal  income tax  purposes  and will not be treated as part of the
amount  realized for purposes of determining  gain or loss on the disposition of
the Bonds. See "U.S. Tax Considerations" below.


                                      S-5



                             U.S. TAX CONSIDERATIONS

     The  following  summary  describes  the material  U.S.  federal  income and
certain estate tax  consequences of ownership and disposition of the Bonds to an
initial investor purchasing a Bond at its "issue price" that is, the first price
to the  public  at which a  substantial  amount of the Bonds in an issue is sold
(excluding  sales to bond houses,  brokers or similar  persons or  organizations
acting in the capacity of underwriters,  placement agents or wholesalers).  This
summary is based on the Internal  Revenue  Code of 1986,  as amended to the date
hereof (the  "Code"),  administrative  pronouncements,  judicial  decisions  and
existing  and  proposed  Treasury   regulations,   and  interpretations  of  the
foregoing,  changes to any of which  subsequent  to the date of this  prospectus
supplement  may affect the tax  consequences  described  herein,  possibly  with
retroactive  effect.  This summary  discusses  only Bonds held as capital assets
within the meaning of Section  1221 of the Code.  It does not discuss all of the
tax  consequences  that may be relevant to holders in light of their  particular
circumstances or to holders subject to special rules,  such as certain financial
institutions,  insurance companies, dealers in securities, partnerships or other
entities  classified  as  partnerships  for U.S.  federal  income tax  purposes,
persons  holding Bonds in  connection  with a hedging  transaction,  "straddle,"
conversion  transaction  or other  integrated  transaction,  or persons who have
ceased to be U.S. citizens or to be taxed as resident aliens.

     Prospective  investors should consult their tax advisers with regard to the
application of U.S. federal tax laws to their particular situations,  as well as
any tax  consequences  arising  under the laws of any  state,  local or  foreign
taxing jurisdiction.

U.S. HOLDERS

     "U.S.  Holder" means a beneficial owner of a Bond that is, for U.S. federal
income tax purposes,  (i) a citizen or resident of the U.S.,  (ii) a corporation
or other entity treated as a corporation  for U.S.  federal income tax purposes,
created  or  organized  in or  under  the  laws  of the  U.S.  or any  political
subdivision,  (iii) an estate the  income of which is  subject  to U.S.  federal
income taxation regardless of its source, (iv) a trust if (a) a court within the
United States is able to exercise primary supervision over the administration of
the  trust and (b) one or more  United  States  persons  have the  authority  to
control all  substantial  decisions of the trust,  or (v) any other holder whose
income  with  respect  to a Bond is  effectively  connected  with such  holder's
conduct of a U.S. trade or business.

PAYMENTS OF INTEREST

     GM intends to treat the Bonds as debt  obligations  of GM for U.S.  federal
income tax purposes.  Stated interest on a Bond will be taxable to a U.S. Holder
as ordinary interest income at the time it accrues or is received, in accordance
with the U.S. Holder's method of accounting for tax purposes.

SALE, EXCHANGE OR RETIREMENT

     Upon the  sale,  exchange  or  retirement  of a Bond,  a U.S.  Holder  will
recognize taxable gain or loss equal to the difference between the U.S. Holder's
adjusted tax basis in the Bond and the amount realized on the sale,  exchange or
retirement.  For these  purposes,  the amount  realized does not include  unpaid
interest  that  has  accrued  to the date of sale  but has not  previously  been
included   in   income.   (See   "Description   of   the   Bonds   ---   Trading
Characteristics.")  Such  amounts are treated as  interest  as  described  under
"Payment of Interest" above.

     A U.S.  Holder's adjusted tax basis in a Bond will generally equal the cost
of the Bond to the U.S. Holder.  Gain or loss realized on the sale,  exchange or
retirement of a Bond will be capital gain or loss.  Prospective investors should
consult  their tax advisers  regarding the treatment of capital gains (which may
be taxed at lower rates than ordinary income for taxpayers who are  individuals,
trusts or estates  and have held their  Bonds for more than one year) and losses
(the deductibility of which is subject to limitations).




                                   S-6
NON-U.S. HOLDERS

     "Non-U.S.  Holder"  means a  beneficial  owner of a Bond that is,  for U.S.
federal income tax purposes, (i) a nonresident alien individual,  (ii) a foreign
corporation or (iii) a nonresident alien fiduciary of a foreign estate or trust.

     Under  present U.S.  federal tax law, and subject to the  discussion  below
concerning backup withholding:

     (a)  Payments  of  principal,  interest  and  premium  on the  Bonds to any
          Non-U.S.  Holder will be exempt from the 30% U.S. federal  withholding
          tax, provided that in the case of interest,  the Non-U.S.  Holder does
          not own, actually or constructively, 10% or more of the total combined
          voting  power of all classes of GM stock  entitled  to vote,  is not a
          controlled foreign corporation related,  directly or indirectly, to GM
          through stock ownership,  and is not a bank receiving certain types of
          interest.  Interest will not, however,  be exempt from withholding tax
          unless  the  beneficial  owner of the  Bond  certifies,  generally  on
          Internal  Revenue  Service  ("IRS")  Form W-8BEN,  under  penalties of
          perjury that it is not a U.S. person. Prospective investors, including
          foreign  partnerships  and their  partners,  should  consult their tax
          advisers regarding possible additional reporting requirements;

     (b)  a Non-U.S. Holder of a Bond will not be subject to U.S. federal income
          tax on gain realized on the sale, exchange or other disposition of the
          Bond,  unless (i) the Non-U.S.  Holder is an individual who is present
          in the  U.S.  for  183  days  or  more  in  the  taxable  year  of the
          disposition, and either the gain is attributable to an office or other
          fixed place of business  maintained by the  individual in the U.S. or,
          generally,  the  individual  has a "tax home" in the U.S., or (ii) the
          gain is effectively connected with the Non-U.S.  Holder's conduct of a
          trade or business in the U.S.; and

     (c)  a Bond held by an individual who is not, for U.S. estate tax purposes,
          a resident or citizen of the U.S.  at the time of his death  generally
          will not be  subject  to U.S.  federal  estate  tax as a result of the
          individual's  death,  provided  that  the  individual  does  not  own,
          actually or  constructively,  10% or more of the total combined voting
          power of all classes of GM stock  entitled to vote and, at the time of
          the  individual's  death,  payments with respect to the Bond would not
          have been effectively  connected to the conduct by the individual of a
          trade or business in the U.S.

If a Non-U.S.  Holder of a Bond is engaged in a trade or  business  in the U.S.,
and if  interest on the Bond (or gain  realized  on its sale,  exchange or other
disposition) is effectively connected with the conduct of the trade or business,
the Non-U.S.  Holder,  although exempt from the withholding tax discussed in the
preceding  paragraphs,  will  be  subject  to  regular  U.S.  income  tax on the
effectively connected income,  generally in the same manner as if it were a U.S.
Holder. See "U.S. Holders" above. In lieu of Form W-8BEN, such a non-U.S. Holder
will be required to provide to the  withholding  agent with a properly  executed
IRS Form W-8ECI to claim an exemption from withholding tax. In addition,  if the
Non-U.S.  Holder is a foreign  corporation,  it may be  subject  to a 30% branch
profits  tax  (unless  reduced or  eliminated  by an  applicable  treaty) on its
earnings  and profits  for the  taxable  year  attributable  to the  effectively
connected income, subject to certain adjustments.

BACKUP WITHHOLDING AND INFORMATION REPORTING

U.S. HOLDERS

         Backup withholding tax (at rates specified in the Code) and information
reporting requirements apply to certain payments of principal of and interest on
a Bond, and to proceeds of disposition of a Bond, to certain  noncorporate  U.S.
Holders if such holders fail to provide correct taxpayer  identification numbers
and other information or fail to comply with certain other requirements. GM, its
paying agent, or a broker, as the case may be, will be required to withhold from
any payment that is subject to backup  withholding  unless the holder  furnishes
its  taxpayer  identification  number in the  manner  prescribed  in  applicable
Treasury regulations (generally on an IRS Form W-9) and certain other conditions
are met.


                                      S-7


NON-U.S. HOLDERS

     Backup withholding will not apply to payments of interest made on a Bond or
to proceeds  from a sale or other  disposition  of a Bond if the  certifications
required to claim the exemption from withholding tax or interest described above
are received,  provided that GM or its paying agent,  as the case may be, do not
have actual knowledge that the payee is a U.S. person.

     Holders  of  Bonds  should   consult  their  tax  advisers   regarding  the
application of information  reporting and backup withholding in their particular
situations,  the  availability  of an exemption  therefrom and the procedure for
obtaining  such  an  exemption,  if  available.  Backup  withholding  is  not an
additional tax. Any amounts withheld from a payment to a holder under the backup
withholding rules will be allowed as a credit against such holder's U.S. federal
income tax liability  and may entitle the holder to a refund,  provided that the
required information is furnished to the IRS.


                                      S-8


                                  UNDERWRITING

     Subject to the terms and conditions set forth in an underwriting  agreement
dated June , 2001 (the "Underwriting Agreement"), we have agreed to sell to each
of the underwriters  named below, and each of the underwriters,  for whom Morgan
Stanley  & Co.  Incorporated  and  Salomon  Smith  Barney  Inc.  are  acting  as
representatives  (the  "Representatives"),  has severally agreed to purchase the
principal  amount  of the  Bonds  set  forth  opposite  its name  below.  In the
Underwriting  Agreement,  the several  underwriters have agreed,  subject to the
terms and conditions set forth therein, to purchase all the Bonds offered hereby
if any of the Bonds are purchased.






                                                                                 PRINCIPAL
                                                                                 AMOUNT OF
       UNDERWRITERS                                                                BONDS
       ------------                                                             -------------
                                                                             
        Morgan Stanley & Co. Incorporated                                       $
        Salomon Smith Barney Inc.
        A.G. Edwards & Sons, Inc.
        Merrill Lynch, Pierce, Fenner & Smith Incorporated
        Prudential Securities Incorporated
        UBS Warburg LLC
        Banc One Capital Markets, Inc.
        BNP Paribas Securities Corp.
        HSBC Securities (USA) Inc.
        J.P. Morgan Securities Inc.
        ABN AMRO Incorporated
        Advest Inc.
        Bear, Stearns & Co. Inc.
        Charles Schwab & Co., Inc.
        CIBC World Markets, Corp.
        Credit Suisse First Boston Corporation
        Dain Rauscher Incorporated
        Deutsche Banc Alex. Brown Inc.
        Fidelity Capital Markets, a division of National Financial Services LLC
        First Union Securities, Inc.
        Goldman, Sachs & Co.
        H&R BLOCK Financial Advisors, Inc.
        McDonald Investments Inc., a KeyCorp Company
        Quick & Reilly, Inc.
        Wachovia Securities, Inc.
        Wells Fargo Van Kasper, LLC
        BB&T Capital Markets, a Division of Scott & Stringfellow
        Blaylock & Partners, L.P.
        Comerica Securities, Inc.
        Crowell, Weedon & Co.
        D. A. Davidson & Co.
        Davenport & Company LLC
        Fahnestock & Co. Inc.
        Ferris, Baker Watts Incorporated
        Fifth Third Securities Inc.
        Gibraltar Securities Co.
        Gruntal & Co., L.L.C.
        Guzman & Company
        Janney Montgomery Scott LLC
        J.J.B. Hilliard, W.L. Lyons, Inc.

                                      S-9

                                                                                 PRINCIPAL
                                                                                 AMOUNT OF
       UNDERWRITERS                                                                BONDS
       ------------                                                             -------------
        Josephthal & Co. Inc.                                                   $
        Legg Mason Wood Walker, Inc.
        Mesirow Financial, Inc.
        Morgan Keegan & Company, Inc.
        Muriel Siebert & Co., Inc.
        NatCity Investments, Inc.
        Parker/Hunter Incorporated
        Pershing/a Division of Donaldson, Lufkin & Jenrette
        Raymond James & Associates, Inc.
        Robert W. Baird & Co. Incorporated
        Southwest Securities, Inc.
        Stifel, Nicolaus & Company, Incorporated
        TD Securities (USA) Inc.
        Tucker Anthony Incorporated
        U.S. Bancorp Piper Jaffray Inc.
        Utendahl Capital Partners, L.P.
        William Blair & Co.
        The Williams Capital Group, L.P.                                        ------------
          Total.................................................................$
                                                                                ============



     The   Representatives   of  the  underwriters  have  advised  us  that  the
underwriters  propose initially to offer the Bonds to the public at the offering
price set forth on the cover page of this  prospectus  supplement and to certain
securities  dealers  at  such  price  less  a  concession  of $  per  Bond.  The
underwriters  may allow, and such dealers may reallow a concession not in excess
of $ per Bond to certain brokers and dealers. After the initial public offering,
the public offering price and concession may be changed.

     We have granted the underwriters a right to request from us the opportunity
to purchase up to an additional $ aggregate  principal  amount of Bonds to cover
overallotments,  if any,  at the initial  offering  price to the public less the
underwriting  discounts set forth above and within 30 days from the date of this
prospectus  supplement.  Whether or not to approve the underwriters'  request is
totally at our discretion. To the extent that we approve of the exercise of such
option and the underwriters  exercise such option, each of the underwriters will
have a firm  commitment,  subject to certain  conditions,  to  purchase  from us
approximately the same percentages of the aggregate principal amount of Bonds as
the amount set forth next to such underwriter's name in the above table bears to
the aggregate  principal  amount of Bonds set forth as the total to be purchased
in the above table.

     We have agreed to indemnify the underwriters  against certain  liabilities,
including liabilities under the Securities Act of 1933, as amended.

     Prior to the offering,  there has been no public  market for the Bonds.  We
intend to list the Bonds on the New York Stock  Exchange,  and we expect trading
in the Bonds on the New York Stock  Exchange  to begin  within 30 days after the
original  issue date. In order to meet one of the  requirements  for listing the
Bonds,  the  underwriters  will undertake to sell lots of 100 or more Bonds to a
minimum of 400 beneficial holders.

     The Bonds are a new issue of securities with no established trading market.
The underwriters  have advised us that the underwriters  intend to make a market
in the Bonds but are not obligated to do so and may discontinue market making at
any time without notice. Neither we nor the underwriters can assure you that the
trading market for the Bonds will be liquid.


                                      S-10


     In connection with the sale of the Bonds,  certain of the  underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the Bonds. Specifically, the underwriters may overallot the offering, creating a
short position. In addition, the underwriters may bid for and purchase the Bonds
in the open market to cover short  positions  or to  stabilize  the price of the
Bonds. Any of these activities may stabilize or maintain the market price of the
Bonds 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.

     We will  deliver  the  Bonds to the  underwriters  at the  closing  of this
offering  when the  underwriters  pay us the  purchase  price of the Bonds.  The
underwriting  agreement  provides  that the  closing  will occur on July , 2001,
which is business days after the date of this prospectus supplement. Rule 15c6-1
under the  Securities  Exchange Act of 1934 generally  requires that  securities
trades in the secondary market settle in three business days, unless the parties
to a trade expressly agree otherwise.

     John H.  Bryan,  a  director  of Bank One  Corporation,  of which  Banc One
Capital Markets, Inc. is a direct wholly-owned subsidiary,  is a director of GM.
Lloyd D. Ward,  a director  of J.P.  Morgan  Chase & Co.,  of which J.P.  Morgan
Securities Inc. is a indirect  subsidiary,  is a director of GM. In the ordinary
course of their  respective  businesses,  the agents and their  affiliates  have
engaged,  and will in the future  engage,  in commercial  banking and investment
banking  transactions  with GM and certain of our affiliates for which they have
received customary fees and expenses.

                                 LEGAL OPINIONS

     The validity of the Bonds offered  pursuant to this  prospectus  supplement
will be passed on for GM by Martin I. Darvick,  Esq., Attorney,  GM Legal Staff,
and for the underwriters by Davis Polk & Wardwell.  Mr. Darvick owns shares, and
has options to purchase shares, of General Motors  Corporation  common stock, $1
2/3 par  value and owns  shares of  General  Motors  Corporation  Class H common
stock, $0.10 par value.

     The  firm of  Davis  Polk &  Wardwell  acts  as  counsel  to the  Executive
Compensation  Committee of our Board of  Directors  and has acted as our counsel
and as counsel for certain of our subsidiaries in various matters.


                                      S-11




                                   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 17, 2001




     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.

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


                                       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


                                        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.

     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.


                                       4



                       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;
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.

                                       5


     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:

     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

                                       6


     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
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.


                                       7


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.

          (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

                                       8


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.

     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

                                       9


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:

          (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.


                                       10


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.

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.

                                       11


                             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.


                                       12


                              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.


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.


                                       13


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.

     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.


                                       14


                                 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.


                                       15