GENERAL MOTORS CORP
8-K, 1998-11-16
MOTOR VEHICLES & PASSENGER CAR BODIES
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                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004





                                    FORM 8-K
                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) November 16, 1998
                                  -----------------




                           GENERAL MOTORS CORPORATION
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
- ----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                         Identification No.)




   100 Renaissance Center, Detroit, Michigan                 48243-7301
3044 West Grand Boulevard, Detroit, Michigan                 48202-3091
- --------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------

















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ITEM 5. OTHER EVENTS

         On November 16, 1998,  General  Motors  Corporation  (GM) issued a news
release regarding the announcement that Delphi  Automotive  Systems  Corporation
has filed a Registration  Statement for an initial public offering of common 
stock.  The news release was as follows:


      Delphi Automotive Systems Corporation Files Registration Statement
                 For Initial Public Offering of Common Stock

         Troy, Mich. -- Delphi Automotive  Systems  Corporation  announced today
that it  filed  a  registration  statement  with  the  Securities  and  Exchange
Commission  relating  to an initial  public  offering of its common  stock.  The
offering is expected  to occur in the first  quarter of 1999,  subject to market
conditions  and other  factors.  The  number of  shares  to be  offered  will be
determined at the time of the offering and is expected to be about 15-19 percent
of Delphi's outstanding common stock.

         Delphi Automotive supplies  components,  integrated systems and modules
to the automotive  industry.  Delphi is currently wholly owned by General Motors
Corporation, which is Delphi's largest customer.

         All of the shares to be included in the initial public offering will be
sold by Delphi. General Motors has announced that it currently intends to divest
its  ownership  of Delphi  later in 1999 by  distributing  all of its  shares of
Delphi common stock to holders of GM $1-2/3 par value common stock,  either in a
split-off  exchange  transaction,  a pro  rata  spin-off  distribution,  or some
combination  of both.  Any such  divestiture  would be  subject  to a number  of
conditions and there can be no assurance as to whether or when it will occur.

         The managing  underwriters for the offering will be Morgan Stanley Dean
Witter; Goldman, Sachs & Co.; Merrill Lynch & Co.; Donaldson, Lufkin & Jenrette;
and Schroder & Co. Inc.  Copies of the  preliminary  prospectus  relating to the
offering, when available,  may be obtained from Morgan Stanley Dean Witter, 1585
Broadway, New York, NY 10036 (telephone 212-761-4000).

         A registration statement relating to Delphi common stock has been filed
with the  Securities and Exchange  Commission but has not yet become  effective.
Delphi  common stock may not be sold nor may offers to buy be accepted  prior to
the time the registration  statement becomes effective.  This news release shall
not  constitute  an offer to sell or the  solicitation  of an offer to buy,  nor
shall  there be any sale of these  securities  in any state in which such offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state.




                                    # # #






                                    - 2 -


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    November 16, 1998
        -----------------
                                            By
                                            s/Peter R. Bible
                                            -------------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)






































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