GENERAL MOTORS CORP
SC 13G/A, 1996-07-08
MOTOR VEHICLES & PASSENGER CAR BODIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                             (Amendment No. 3)
                                                         
                                 General Motors
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                     Common
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  370442 97 2
                         ------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (Continued on following pages(s))

                                Page 1 of 5 Pages
<PAGE>   2
CUSIP No. 370442 97 2                     13G                        Page 2 of 5

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                            U.S. Trust Company of New York     13-5459866

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

          N/A                                     
                                                           (a)  [ ]

                                                           (b)  [ ]
3         SEC USE ONLY                                    

4         CITIZENSHIP OR PLACE OF ORGANIZATION

          New York

                              5       SOLE VOTING POWER
                                      -0-  

            NUMBER OF
             SHARES           6       SHARED VOTING POWER
          BENEFICIALLY                See p. 4, Item 5.  
            OWNED BY
              EACH
            REPORTING         7       SOLE DISPOSITIVE POWER
             PERSON                   -0-  
              WITH

                              8       SHARED DISPOSITIVE POWER
                                      See 6

9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          See 6

10        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

          N/A

11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          See 6

12        TYPE OF REPORTING PERSON

          HC/BK                                                        JAT1/7 17

<PAGE>   3
                    Issuer
                    General Motors Corp

Item 1 (b)          Address of Issuer's Principal Executive Office

                    3044 W. Grand Blvd.
                    Detroit, MI 48202

Item 2 (a)          Name of Person Filing:

                    U.S. Trust Company of New York

Item 2 (b)          Address or Principal Place of Business

                    114 West 47th Street
                    New York, NY  10036

Item 2 (c)          Citizenship:

                    NY

Item 2 (d)          Title of Class of Securities:

                    Common

Item 2 (e)          CUSIP Number:

                    370442 97 2

Item 3              If this statement is filed pursuant
                    to Rules 13d-1(b), or 13d-2(b), check
                    whether the person filing is a:

                    (a)          Not applicable

                    (b) (X)      United States Trust Company of
                                 New York, a bank as defined in
                                 Section 3(a)(6) of Act.

                    (c)          Not applicable

                    (d)          Not applicable

                    (e)          Not applicable

                    (f)          Not applicable

                    (g) (X)      U.S. Trust Corporation is a parent holding
                                 company, in accordance with section 240.13d-1
                                 (b)(1)(ii)(G).

                    (h)          Not applicable
<PAGE>   4
Item 4              (a)     Amount Beneficially Owned:
                            See Item 5

                    (b)     Percent of Class:
                            See Item 5

                    (c)     Number of shares as to which such person has:

                            (i)      sole power to vote or to direct the vote

                                     -0-

                            (ii)     shared power to vote or to direct the vote
                                     See Item 5

                            (iii)    sole power to dispose or to direct the
                                     disposition of

                                     -0-

                            (iv)     shared power to dispose or to direct the 
                                     disposition of

                                     See Item 5

Item 5              Ownership of Five Percent or Less of a Class

                    The Reporting Persons Beneficially Own no longer more than
                    5%.

Item 6              Ownership of More than Five Percent on Behalf of Another
                    Person.

                    N/A

Item 7              Identification and Classification of the Subsidiary
                    which Acquired the Security Being Reported on by the Parent
                    Holding Company.

                    See Items 1 and 12 of Page 2 and Item 3 herein.
<PAGE>   5
Item 8              Identification and Classification of the Members of the
                    -------------------------------------------------------
                    Group.
                    ------
                    Not applicable

Item 9              Notice of Dissolution of Group.
                    -------------------------------
                    Not applicable

Item 10             Certification. By signing below we certify that, to
                    the best of our knowledge and belief, the securities
                    referred to above were acquired in the ordinary course of
                    business and were not acquired for the purpose of and do not
                    have the effect of changing or influencing the control of
                    the issuer of such securities and were not acquired in
                    connection with or as a participant in any transaction
                    having such purpose or effect.

                    Signature. After reasonable inquiry and to the best of our
                    knowledge and belief, we certify that the information set
                    forth in this statement is true, complete and correct.

Date:  July 3, 1996

                                            UNITED STATES TRUST COMPANY OF
                                            NEW YORK

                                            By: /s/ Joseph A. Tricarico
                                                --------------------------------
                                            Name: Joseph A. Tricarico
                                            Title: Vice President and 
                                            Trust Counsel



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