GENERAL MOTORS CORP
11-K, 1999-06-25
MOTOR VEHICLES & PASSENGER CAR BODIES
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549-1004
                                  FORM 11-K


 X  ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
    ACT OF 1934


For the fiscal year ended December 31, 1998
                          -----------------


                  OR


    TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
    ACT OF 1934



For the transition period from                       to
                               ---------------------    ---------------------



Commission file number 2-88284
                       -------





                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                ---------------------------------------------
                           (Full title of the plan)



                          General Motors Corporation
             100 Renaissance Center, Detroit, Michigan 48265-1000
             ----------------------------------------------------
              (Name of issuer of the securities held pursuant to
                  the plan and the address of its principal
                              executive offices)



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



          Notices and communications from the Securities and Exchange Commission
          relative to this report should be forwarded to:



                                            Peter R. Bible
                                            Chief Accounting Officer
                                            General Motors Corporation
                                            100 Renaissance Center
                                            Detroit, Michigan  48265-1000






                                    - 1 -


<PAGE>




FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a)  FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES                Page No.
     ----------------------------------------------------------     --------

     The General Motors Personal Savings Plan for
       Hourly-Rate Employees in the United States:
         Independent Auditors' Report. . . . . . . . . . . . . . .        3
         Statements of Net Assets Available for Benefits, as of
           December 31, 1998 and 1997  . . . . . . . . . . . . . .        4
         Statements of Changes in Net Assets Available for
           Benefits for the Years Ended December 31, 1998 and 1997        5
         Notes to Financial Statements . . . . . . . . . . . . . .        6
         Supplemental Schedules:
           Line 27a-Schedule of Assets Held for Investment
             Purposes as of December 31, 1998. . . . . . . . . . .       15
           Line 27d-Schedule of Reportable Transactions for the
             Year Ended December 31, 1998. . . . . . . . . . . . .       17
         Supplemental  schedules  not listed  above are  omitted
           because of the absence of the conditions under which
           they are required.

(b)  EXHIBIT
     -------

     Exhibit 23 - Independent Auditors' Consent . . . . . . . . . .      18





                                  SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  President's  Council of General  Motors  Corporation  has duly  caused this
annual  report to be  signed on its  behalf  by the  undersigned  hereunto  duly
authorized.



                                              The General Motors Personal
                                              Savings Plan for Hourly-Rate
                                              Employees in the United States
                                              -----------------------------
                                                   (Name of Plan)


Date     June 25, 1999           By:
     -------------------


                                              /s/John F. Smith, Jr.
                                              -------------------------
                                             (John F. Smith, Jr., Chairman
                                              President's Council)

















                                    - 2 -


<PAGE>





INDEPENDENT AUDITORS' REPORT
- ----------------------------

The General Motors Personal Savings Plan
for Hourly-Rate Employees in the United States:


We have audited the accompanying statements of net assets available for benefits
of The General Motors  Personal  Savings Plan for  Hourly-Rate  Employees in the
United  States (the  "Plan") as of December  31, 1998 and 1997,  and the related
statements  of changes in net assets  available  for benefits for the years then
ended.  These  financial   statements  are  the  responsibility  of  the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the net assets  available for benefits of the Plan as of December 31,
1998 and 1997,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules of (1) assets
held  for  investment  purposes  as of  December  31,  1998  and (2)  reportable
transactions for the year ended December 31, 1998, are presented for the purpose
of  additional  analysis  and are not a  required  part of the  basic  financial
statements,  but are  supplementary  information  required by the  Department of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974. These schedules are the  responsibility
of the Plan's  management.  Such  schedules  have been subjected to the auditing
procedures  applied in our audit of the basic 1998 financial  statements and, in
our opinion,  are fairly  stated in all material  respects  when  considered  in
relation to the basic financial statements taken as a whole.



/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Detroit, Michigan
June 4, 1999



















                                    - 3 -


<PAGE>



                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

               STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                       AS OF DECEMBER 31, l998 AND 1997
                                           1998                1997
                                       ------------        ------------
                                           (Dollars in Thousands)
ASSETS:
Investments, at fair value (Note A):
  Value of interest in General
    Motors Savings Plans Master
    Trust (Note C)                       $2,482,016          $2,082,584
  Mutual funds                            2,137,169           1,513,281
  Common and collective trust -
    Fixed Income Fund                       246,958              74,713
  Participant loans                         451,339             412,622
                                          ---------           ---------
                                          5,317,482           4,083,200

Investments, at contract value (Note A)-
  Investment contracts                    2,252,590           2,029,841
                                          ---------           ---------
    Total investments                     7,570,072           6,113,041
                                          ---------           ---------
Accrued investment income                    11,445               9,978
                                          ---------           ---------
    Total assets                          7,581,517           6,123,019

LIABILITIES:
  Due to brokers for securities
    purchased                                                     4,443
                                          ---------           ---------
NET ASSETS AVAILABLE FOR
  BENEFITS                               $7,581,517          $6,118,576
                                          =========           =========


Reference should be made to the Notes to Financial Statements.































                                    - 4 -


<PAGE>




                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

          STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                              1998                   1997
                                          ------------         -------------
                                               (Dollars in Thousands)
ADDITIONS:
  Investment income:
    Net appreciation in fair
      value of mutual fund investments        $248,996             $123,797
    Dividends                                  136,141              116,809
    Interest                                   160,027              148,628
    Net investment earnings from the
      General Motors Savings Plans
      Master Trust (Note C)                    540,448              411,575
                                             ---------            ---------
      Total investment income                1,085,612              800,809
                                             ---------            ---------

  Contributions:
    Employer                                     3,828                2,970
    Participants                               662,240              650,749
                                             ---------            ---------
      Total Contributions                      666,068              653,719
                                             ---------            ---------
    Total additions                          1,751,680            1,454,528

DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS    (288,739)            (200,368)
                                             ---------            ---------

NET INCREASE                                 1,462,941            1,254,160

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                          6,118,576            4,864,416
                                             ---------            ---------

  End of year                               $7,581,517           $6,118,576
                                             =========            =========

Reference should be made to the Notes to Financial Statements.




























                                    - 5 -
                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

                        NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1998 AND 1997

A.  THE PLAN

  GENERAL - General Motors  Corporation (the  "Corporation" or "GM") and certain
  unions  have   established  The  General  Motors  Personal  Savings  Plan  for
  Hourly-Rate   Employees  in  the  United  States  (the   "Plan"),   a  defined
  contribution plan.  Generally,  eligible  hourly-rate  full-time and part-time
  employees may participate  and accumulate  savings under the Plan on the first
  day of the first pay period following the attainment of seniority,  as defined
  in the Plan.  The Investment Funds Committee of the  Corporation's  Board of
  Directors acts as the Plan  fiduciary and,  along with various  officers,
  employees and committees,  with authority  delegated from the Plan  fiduciary,
  controls and  manages the operation and administration of the Plan subject to
  the provisions  of the Employee  Retirement  Income Security Act of 1974, as
  amended  (ERISA).  The  following  brief description of the Plan is  provided
  for  general informational  purposes only.  Participants  should refer to the
  Plan document and prospectus for a complete description of the Plan's
  provisions.

   PARTICIPANT   CONTRIBUTIONS  -  An  eligible   participant  employed  by  the
   Corporation (an "Eligible Employee") may elect to make pre-tax contributions,
   in 1%  increments,  up to 25% of eligible  weekly  earnings as defined in the
   Plan, up to the maximum IRS 401(k) limit of $10,000. In addition, an Eligible
   Employee may elect to contribute,  in 1% increments, up to 100% of his or her
   profit sharing  distribution  from The General Motors Profit Sharing Plan for
   Hourly-Rate  Employees  to his or her  account  in the Plan.  Profit  sharing
   amounts  contributed  to the  Plan on  behalf  of an  Eligible  Employee  are
   invested in the same investment  option(s) as selected by the participant for
   weekly  contributions to the Plan.  Employee  contributions vest immediately.
   Employees may also contribute to the Plan on an after-tax basis.

   EMPLOYER  CONTRIBUTIONS - For certain  employees hired on or after January 1,
   1994, the Corporation contributes an amount equal to a certain percent (based
   on local units  competitive  hire  agreements) of eligible weekly earnings to
   such participants' accounts in the form of the Corporation's $1-2/3 par value
   common stock.  Such participants must be in the Plan for at least three years
   to be vested in assets  acquired with employer  contributions,  at which time
   such  assets  may  be  transferred  by the  participant  to  other  available
   investment   options.   Forfeitures   are  used  to  offset  future  employer
   contributions.

   FUND EXCHANGES - Generally,  each participant is entitled on any business day
   to exchange a specified  portion or all of his or her  interest in any of the
   investment  options to other options  offered under the Plan,  subject to the
   provisions in the paragraph above.

   PARTICIPANT  WITHDRAWALS - A participant  may withdraw funds in their account
   at any  time  after  attaining  age  59-1/2.  Prior to age  59-1/2,  employee
   after-tax savings may be withdrawn at any time, however, tax deferred savings
   may only be  withdrawn  because of  termination  of  employment,  retirement,
   death,  total and  permanent  disability,  or  financial  hardship.  Prior to
   receiving a withdrawal for financial hardship, a participant  previously must
   have taken all available asset  distributions,  withdrawals,  and loans under
   all applicable plans  maintained by the  Corporation.  The amount that may be
   withdrawn  for a financial  hardship  is limited as defined in the Plan.  The
   funds that  represent  a hardship  distribution  must  conform to  conditions
   required by the  Internal  Revenue  Service (the "IRS").  A  participant  who
   receives a hardship  distribution  shall have his or her contributions to the
   Plan suspended for 12 months following the distribution as required by law.

   Certain costs of Plan administration are paid by the Corporation.

   INVESTMENT  OPTIONS - The participants  must direct,  in 10% increments,  how
   their  contributions  are to be invested.  A description  of each  investment
   option offered under the Plan follows:

                                    - 6 -


<PAGE>



                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

   General Motors Common Stock Funds: $1-2/3 Par Value, Class H, $0.10 Par Value
   - Under these investment  options,  contributions are invested by the Trustee
   primarily in the respective General Motors common stock. Each unit represents
   a  proportionate  interest in all of the assets of the  respective  GM Common
   Stock  Funds.  The number of units  credited  to each  participant's  account
   within  an  applicable   plan  will  be  determined  by  the  amount  of  the
   participant's  contributions  and  the  purchase  price  of  a  unit  in  the
   respective GM Common Stock Fund. The value of each  participant's  account is
   determined  each  business  day by the  number of units to the  participant's
   credit,  multiplied by the current unit value.  The return on a participant's
   investment is based on the value of units,  which,  in turn, is determined by
   the market price of the GM Common  Stock,  the amount of any  dividends  paid
   thereon, and by interest earned on short-term investments held by each fund.

   Each  participant  directs  the  Trustee  how to  vote  common  stock  shares
   allocated to his or her account.  The Trustee will not exercise voting rights
   with respect to those shares for which direction has not been received by the
   required deadline.

   Equity Index Fund - Under this investment option,  contributions are invested
   in a  portfolio  of common  stocks  managed  by an  investment  manager.  The
   investment  manager  maintains  a  portfolio  which is  designed to match the
   performance  of the Standard & Poor's 500 Index.  This Index is a broad-based
   index of large  companies  which operate in a wide variety of industries  and
   market   sectors  and  which   represent   over   two-thirds  of  the  market
   capitalization of all publicly traded common stocks in the United States.

   Assets invested in the Equity Index Fund are expressed in terms of units. The
   number of units credited to a participant's account will be determined by the
   amount of the participant's  contributions and the current value of each unit
   in the  Equity  Index  Fund.  The  value  of each  participant's  account  is
   determined  each  business  day by the  number of units to the  participant's
   credit, multiplied by the current unit value.

   Balanced Fund - Under this investment  option,  contributions are invested in
   equity and fixed income investments selected from opportunities  available in
   global  capital  markets,  including  large and small  capitalization  common
   stocks,  investment and non-investment grade bonds,  convertible  securities,
   real estate,  emerging market  investments,  and venture capital,  and may be
   issued by U.S. or non-U.S. issuers.

   From  time  to  time,   investment  managers  may  use  derivative  financial
   instruments  including  forward  exchange  contracts  and futures  contracts.
   Derivative  instruments  are used  primarily to mitigate  exposure to foreign
   exchange rate and interest rate fluctuations as well as manage the investment
   mix in the  portfolio.  The  Plan's  interest  in Funds  which  utilize  such
   financial  instruments is not considered  significant to the Plan's financial
   statements.

   Assets  invested in the Balanced Fund are expressed in terms of units and are
   valued in the same manner as noted above for the Equity Index Fund.

   Mutual Funds - This investment  option is comprised of many different  mutual
   funds  managed by  Fidelity  Investments.  Each  mutual  fund has a different
   objective and investment  strategy.  To pursue their  objectives,  the mutual
   fund managers invest in a wide variety of investments.  Complete  information
   about each mutual  fund's  objectives  and  investments  is contained in that
   fund's prospectus.

   Income Fund - Funds are invested in investment  contracts issued by insurance
   companies.  The issuing companies have agreed to provide this fund with a net
   fixed  or  floating  contract  interest  rate  that  is to be  earned  over a
   specified  period and payment of  principal  and  interest  upon  participant
   initiated  withdrawals  and/or  transfers  of  assets.  In  addition  to  the
   investment  contracts,  the Income Fund also  invests in a  short-term  fixed
   income portfolio (the "Fixed Income Fund")which invests in U.S.
   Government debt obligations and cash.

                                    - 7 -


<PAGE>



                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

   The annual rates of return,  maturity  dates,  issuing company and investment
   contract  balances  at  December  31,  1998 and 1997,  respectively,  were as
   follows:
                                                 Contract        Contract
                                                 Value as        Value as
Annual Rate    Maturity                             of              of
 of Return       Date      Issuing Company       12/31/98        12/31/97
- -----------   ----------  -----------------    --------------  --------------
                             (Dollars in Thousands)
Variable      N/A          Metropolitan Life*      $438,424        $347,804
Variable      9/01/03      Metropolitan Life*       446,894         208,976
Variable      12/13/99     Metropolitan life        115,439
Variable      N/A          Metropolitan Life        349,864         343,385
   6.86%      2/4/02       New York Life             53,823          52,778
   6.55%      12/31/01     New York Life            226,614         222,990
   6.48%      6/30/00      John Hancock             169,225         166,567
   6.13%      N/A          John Hancock*            180,375          89,846
   6.14%      6/30/99      John Hancock             271,932         180,234
   6.39%      1/2/98       New York Life                             54,307
   6.39%      1/2/98       New York Life                             92,721
Variable      8/17/98      New York Life                            114,048
   6.32%      12/31/97     Principal Mutual                         156,185
                                                  ---------       ---------
Total                                            $2,252,590      $2,029,841
                                                  =========       =========

 *Individual Separate Account.

   The average yield on guaranteed  investment  contracts in the Income Fund was
   6.0% and 7.2% for the years ended December 31, 1998 and 1997, respectively.

   The fair value of investment  contracts in the Income Fund exceeded  contract
   value by  approximately  $82 million as of December  31,  1998.  The contract
   value of investment  contracts in the Income Fund  approximated fair value as
   of December 31, 1997.

   Other Investments:

   EDS Common Stock Fund - Effective  June 7, 1996, the net assets of Electronic
   Data Systems  ("EDS") were split-off from the net assets of the  Corporation.
   As a result,  the Class E Common  Stock  Fund was  changed  to the EDS Common
   Stock  Fund.  Also,  effective  June  7,  1996,  no new  contributions,  loan
   repayments  or  exchanges  may be  made  into  the  EDS  Common  Stock  Fund.
   Dividends, if any, paid on EDS Common Stock held by the Plan will be invested
   in an Income Fund investment option.  This fund will be eliminated five years
   from the effective date of the split-off.

   Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM spun-off
   the defense  electronics  business  of Hughes  Electronics,  a GM  subsidiary
   (Hughes Defense), to holders of GM $1-2/3 par value and Class H common stock,
   which was immediately  followed by the merger of Hughes Defense with Raytheon
   Company.  In connection with the above  transaction,  Raytheon Class A common
   stock was  distributed  to  holders of GM $1-2/3 par value and Class H common
   stocks.  Plan  participants  holding  Class H Common  Stock  Fund  units were
   allocated  approximately .81 units of Raytheon Class A units for each unit of
   GM Class H held. Plan  participants  holding GM $1-2/3 par value Common Stock
   Fund units were allocated  approximately  .08 units of Raytheon Class A units
   for each unit of GM $1-2/3 held. The  determination  of the allocation  ratio
   for  units  was  based  on  the  number  of  units  held  in the  Plan.  Such
   distribution was recorded as a stock dividend and totaled  approximately $314
   million of which $172 million and $142 million were distributed to $1-2/3 par
   value common stockholders and Class H common stockholders, respectively.

                                    - 8 -

                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

   Such distribution  required the addition of the Raytheon Class A Common Stock
   Fund as an  investment  option.  The Raytheon  Class A Common Stock Fund will
   remain  in  the  Plan  through  December  31,  2002;   however,   no  further
   contributions  or  exchanges  from  any  other  investment  options  into the
   Raytheon  Class A Common  Stock  Fund will be  permitted  during  that  time.
   Dividends, if any paid on Raytheon Class A Common Stock held by the Plan will
   be  invested in an Income  Fund  investment  option  prior to  allocation  to
   participant's accounts.

   Assets  held in this fund are  expressed  in terms of units and not shares of
   stock. Each unit represents a proportionate  interest in all of the assets of
   this  fund.  The  value of each  participant's  account  is  determined  each
   business day by the number of units to the participant's  credit,  multiplied
   by the current unit value. The return on a participant's  investment is based
   on the value of units,  which,  in turn, is determined by the market price of
   the Raytheon Class A Common Stock,  the amount of any dividends paid thereon,
   and by interest earned on short-term investments held by the fund.

   PARTICIPANT  LOANS - Once each year,  eligible  participants  may borrow from
   their plan  accounts.  The amount and term of the loans are limited under the
   Plan. The loan interest rate will be established  once each quarter at a rate
   equal to the prevailing prime lending rate as of the last business day of the
   previous  quarter.  Interest  paid  on the  loans  is  credited  back  to the
   borrowing  participant's  account in the Plan.  Loans not  repaid  within the
   provisions  of the Plan are  deemed to be  distributions  from  participants'
   accounts.

B.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   The  significant  accounting  policies  followed  in the  preparation  of the
   accompanying financial statements are as follows:

   oThe financial statements of the Plan are prepared under the accrual
    method of accounting.

   oInvestments are stated at fair value, except for investment contracts, which
    are stated at contract  value.  Fair values are  calculated  by reference to
    published  market  quotations,  where  available;  where not  available  for
    certain common & collective trusts,  various bases, including cost, are used
    in  determining   estimates  of  fair  values.   Contract  value  represents
    contributions  made under the  investment  contracts,  plus  interest,  less
    withdrawals  or  administrative  expenses  charged  by  the  issuer  of  the
    contract.

   oSecurity transactions are recorded on the trade date.

   oInvestment  income  is  recognized  as  earned  based  on the  terms  of the
    investments  and the periods during which the  investments  are owned by the
    Plan.

   The preparation of financial statements in accordance with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that  affect  amounts  reported  therein.  Due  to the  inherent  uncertainty
   involved in making  estimates,  actual results reported in future periods may
   differ from those estimates.

C.  THE MASTER TRUST

   The  Corporation  established  the General  Motors Savings Plans Master Trust
   (the "Master Trust")  pursuant to a trust  agreement  among the  Corporation,
   Saturn  Corporation and State Street Bank and Trust, as trustee of the funds,
   in order to  permit  the  commingling  of trust  assets of  several  employee
   benefit plans for investment and administrative  purposes.  The assets of the
   Master Trust are held by State Street Bank and Trust.

                                    - 9 -


<PAGE>


                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES


   Employee  benefit plans  participating in the Master Trust as of December 31,
   1998 include the following:

   o  General Motors Savings-Stock Purchase Program for Salaried Employees in
      the United States
   o  General Motors Personal Savings Plan for Hourly-Rate Employees in the
      United States
   o  Saturn Individual Savings Plan for Represented Members

   The Master  Trust is  composed  of six  commingled  master  trust  investment
   options:  the GM $1-2/3 Common Stock Fund,  the GM Class H Common Stock Fund,
   the EDS Common Stock Fund,  the Equity Index Fund, the Balanced Fund, and the
   Raytheon  Class A Common  Stock  Fund.  Each of these  investment  options is
   described  in  Note  A.  Each  participating  employee  benefit  plan  has an
   undivided  interest in the net assets and changes  therein of each of the six
   master trust investment options.

   The net  investment  income of each of the Master Trust  investment  funds is
   allocated  by the  trustee to each  participating  plan based on that  plan's
   interest in each Master Trust  investment  fund,  as compared  with the total
   interest in each Master Trust investment fund of all the participating  plans
   at the beginning of the month.

   As of December 31, 1998 and 1997,  the Plan had  approximately  a 26% and 25%
   interest in the Master Trust, respectively.

   The net assets  available  for  benefits  of all  participating  plans in the
   Master Trust at December 31, 1998 and 1997 are summarized as follows (dollars
   in thousands):

   ASSETS:                                                1998         1997
      Investments, at fair value:                    ---------    ---------
         Common Stock:
            General Motors $1-2/3 par value         $4,403,246   $4,219,576
            General Motors Class H, $0.10 par value    500,474      225,418
            Electronic Data Systems                    356,304      460,532
            Raytheon Class A                           267,580      360,087
            Other                                       20,835       15,110
         U.S. Government Securities                      1,696        2,913
         Common and collective trusts                3,901,275    3,167,494
         Cash                                           27,252       51,835
                                                     ---------     ---------
            Total investments                        9,478,662    8,502,965
      Receivables:
         Due from broker for investments sold           21,444        2,664
         Accrued investment income                       4,979        4,791
                                                        ------       -------
      Total receivables                                 26,423        7,455
                                                     ---------       -------
            Total assets                            $9,505,085   $8,510,420
                                                     =========     =========

   Liabilities -
      Due to broker for securities purchased             1,627        8,553
                                                     ---------     ---------
   Net assets available for benefits                $9,503,458   $8,501,867
                                                     =========     =========












                                    - 10 -


<PAGE>



                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

   The total investment  earnings of all participating plans in the Master Trust
   for the years  ended  December  31,  1998 and 1997 is  summarized  as follows
   (dollars in thousands):
                                                        1998           1997
                                                     ---------    ---------

   Interest                                             $3,993       $4,273
   Dividends                                           132,901      148,332
   Stock dividend                                                   314,280
   Net appreciation in fair value
     of investments:
     Common stocks                                     923,472      658,340
     U.S. Government securities                            603          303
     Common and collective trusts                      843,052      703,360
     Registered investment company                       8,200        8,321
                                                    ----------     ---------
   Total net appreciation in fair value
     of investments                                  1,775,327    1,370,324
                                                    ----------     ---------
   Total investment earnings                        $1,912,221   $1,837,209
                                                    ==========     =========

D.  FUND INFORMATION

   Contributions,  investment  income and  distributions to participants by fund
   are as follows for the years ended  December  31, 1998 and 1997.  Mutual fund
   investment  options  which  individually  comprise less than 5% of the Plan's
   total net assets available for benefits have been combined.

                                                 1998              1997
                                            ------------       -----------
                                                (Dollars in Thousands)
   Participant Contributions:
      Master Trust                             $176,022           $181,084
      Income Fund                               260,063            297,140
      Mutual funds                              226,155            172,525
                                                -------            -------
      Total                                    $662,240           $650,749
                                                =======            =======
   Employer Contributions:
      Master Trust                               $3,828             $2,970
                                                =======            =======
   Investment income:
      Interest and Dividends
         Master Trust                           $39,600            $36,118
         Income Fund                            151,976            142,674
         Mutual funds                           144,192            122,763
                                                -------            -------
      Total                                    $335,768           $301,555
                                                -------            -------
      Net appreciation in fair
      value of investments
         Master Trust                          $500,848           $375,457
         Mutual funds                           248,996            123,797
                                                -------            -------
      Total                                     749,844            499,254
                                                -------            -------
         Total investment income             $1,085,612           $800,809
                                              =========            =======
   Distribution to participants:
      Master Trust                             ($75,695)          ($74,351)
      Income Fund                              (131,371)           (99,421)
      Mutual funds                              (52,648)           (19,609)
      Participant loans                         (29,025)            (6,987)
                                                -------            -------
   Total                                      ($288,739)         ($200,368)
                                                =======            =======





                                    - 11 -


<PAGE>



                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

E.  TERMINATION OF THE PLAN

   Although it has not  expressed any intent to do so, the  Corporation  has the
   right  to  terminate  the Plan  subject  to the  provisions  of  ERISA.  Such
   termination of the Plan, if any, would not affect a participant's interest in
   assets already in the Plan.

F.  FEDERAL INCOME TAXES

   In August  1997,  the Plan was  determined  by the IRS to be a  tax-qualified
   employee benefit plan, meeting the requirements of Sections 401(a) and 401(k)
   of the Internal Revenue Code of 1986, as amended (the "Code"),  and the Trust
   established thereunder was determined to be exempt from United States Federal
   income taxes under Section 501(a) of the Code.  The Plan's  fiduciary and tax
   counsel  believe that the Plan is designed and  currently  being  operated in
   compliance  with the  applicable  requirements  of the Code, and therefore no
   provision  for  income  taxes  has  been  included  in the  Plan's  financial
   statements.

















































                                    - 12 -


<PAGE>


<TABLE>


                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                 FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

G.  PARTICIPANT UNIT DATA

    FOR THE YEAR ENDED DECEMBER 31, 1998

<CAPTION>
                                                        GENERAL MOTORS SAVINGS PLANS MASTER TRUST
                                         -----------------------------------------------------------------------------------
                                              GM           GM                                                     Raytheon
                                          $1-2/3 Par     Class H        EDS                                       Class A
                                         Common Stock  Common Stock  Common Stock   Balanced    Equity Index   Common Stock
                                             Fund         Fund          Fund          Fund          Fund           Fund
                                         -----------  -----------    ----------    ---------    ------------    ------------
                                                                        (Units in Thousands)
Quarter ended March 31
 <S>                                        <C>          <C>           <C>           <C>            <C>            <C>
 Plan number of units outstanding           5,583          203            60        2,592         48,415             521
  Net asset value per unit                 $161.82      $125.22       $119.76       $17.75         $25.73         $103.71

Quarter ended June 30
  Plan number of units outstanding           5,429          393            58        2,652         48,988             488
  Net asset value per unit                 $160.26      $104.57       $128.38       $17.86         $26.57         $105.06

Quarter ended September 30
  Plan number of units outstanding           6,564          508            56        2,558         48,001             466
  Net asset value per unit                 $131.59       $98.64        $86.93       $16.62         $23.93          $94.58

Quarter ended December 31
  Plan number of units outstanding           5,652          686            55        2,566         46,206             444
  Net asset value per unit                 $172.04      $104.86       $131.15       $18.44         $29.04          $94.35



</TABLE>














                                                          - 13 -


<PAGE>


<TABLE>


                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                 FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

G.  PARTICIPANT UNIT DATA

    FOR THE YEAR ENDED DECEMBER 31, 1997

<CAPTION>
                                                        GENERAL MOTORS SAVINGS PLANS MASTER TRUST
                                         -----------------------------------------------------------------------------------
                                              GM           GM                                                     Raytheon
                                          $1-2/3 Par     Class H        EDS                                       Class A
                                         Common Stock  Common Stock  Common Stock   Balanced    Equity Index    Common Stock
                                             Fund         Fund          Fund          Fund          Fund           Fund
                                         -----------  -----------    ----------    ---------    ------------    ------------
                                                                          (Units in Thousands)
<S>                                        <C>          <C>           <C>           <C>            <C>          <C>
Quarter ended March 31
  Plan number of units outstanding           6,670           82            69        2,265         42,057

  Net asset value per unit                 $133.39      $150.84       $105.41       $14.30         $17.38

Quarter ended June 30
  Plan number of units outstanding           6,691           85            68        2,333         43,305
  Net asset value per unit                 $134.08      $159.56       $107.05       $15.62         $20.42

Quarter ended September 30
  Plan number of units outstanding           5,820           78            64        2,471         45,886
  Net asset value per unit                 $160.89      $181.52        $92.78       $16.49         $21.95

Quarter ended December 31
  Plan number of units outstanding           6,307          112            62        2,495         46,514            587
  Net asset value per unit                 $145.83      $103.75       $114.66       $16.37         $22.58         $89.89




</TABLE>














                                                          - 14 -


<PAGE>

<TABLE>


                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                 FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

            Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             AS OF DECEMBER 31, 1998

<CAPTION>

                                                                        Current
        Description of Investment                       Cost             Value
- ------------------------------------------------   --------------    -------------
Value of Interest in General Motors
<S>                                                    <C>             <C>
  *Savings Plans Master Trust                          $1,577,750      $2,482,016

  Fixed Income Fund                                       246,958         246,958

  *Loan Fund                                                    -         451,339

  *Fidelity Mutual Funds:
  ----------------------------
  Fidelity                                                 57,956          65,126
  Puritan                                                  52,137          53,745
  Trend                                                     2,850           2,851
  Magellan                                                158,155         190,372
  Contra Fund                                             178,920         206,588
  Equity Income                                            81,695          84,205
  Growth Company                                           42,986          48,590
  Investment Grade                                         15,782          15,827
  Growth & Income                                         196,240         223,933
  Value                                                    56,107          48,744
  Government Securities                                    21,042          21,054
  Retirement Growth                                        30,618          31,494
  OTC Portfolio                                            42,279          49,066
  Overseas                                                 19,388          19,560
  Europe                                                   41,882          39,569
  Pacific Basin                                             6,728           7,254
  Real Estate                                              13,175          10,834
  Balanced Fund                                            21,520          22,504
  International Growth & Income                             6,350           6,384
  Capital Appreciation                                     12,904          13,956
  Convertible Securities                                    5,150           5,136
  Canada                                                    1,249           1,123
  Utilities                                                20,085          22,246
  Blue Chip                                               236,773         285,526
  Asset Manager                                            17,239          16,354
  Disciplined Equity                                       18,654          19,857
  Low-Priced Stock                                         45,391          41,750
  Worldwide                                                20,468          19,409
  Equity Income II                                        140,541         151,086
  Stock Selector                                           25,387          26,091
  Asset Manager - Growth                                   18,946          18,750
  Emerging Growth Fund                                     13,140          15,067
  Diversified International                                15,185          15,605
  Asset Manager - Income                                    5,329           5,289
  Dividend Growth                                         207,614         227,202
  Fidelity Exp & Multinational Fund                        21,037          23,863
  Fidelity Global Balanced                                  1,128           1,225
  Fidelity Small Cap Stock                                 25,608          23,424
  Fidelity Mid Cap Stock                                   14,583          14,998
  Freedom Income Fund                                       3,162           3,244
  Freedom 2000 Fund                                         6,485           6,704
  Freedom 2010 Fund                                        12,633          13,637
  Freedom 2020 Fund                                         5,415           5,811
  Freedom 2030 Fund                                         3,083           3,302
  Fidelity International Bond                               1,887           1,911
  Fidelity Fifty                                            6,617           6,903
                                                    -------------   -------------
  Total Mutual Funds                                   $1,951,503      $2,137,169
                                                    =============   =============
</TABLE>


                                     - 15 -

<TABLE>
                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                 FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

            Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                             AS OF DECEMBER 31, 1998
                                    Concluded
<CAPTION>

                                                                                         Current
     Description of Investment                                            Cost            Value
- ---------------------------------------------------------------      --------------   -------------
                                                                         (Dollars in Thousands)

Investment Contracts:      Maturity
   Issuing Company         Date             Contract      Rate
   ------------------      ----------     -----------   -------
<S>                       <S>            <C>           <C>              <C>            <C>
  Metropolitan Life           N/A            GA13653    Variable         $438,424       $438,424
  Metropolitan Life           N/A           GAC24597    Variable          349,864        349,864
  Metropolitan Life          9/1/03          GA13635    Variable          446,894        446,894
  Metropolitan Life        12/13/99         GAC24949    Variable          115,439        115,439
  New York Life            12/31/01       GA30331002      6.55%           226,614        226,614
  New York Life              2/4/02       GA30331003      6.86%            53,823         53,823
  John Hancock              6/30/00           GA8504      6.48%           169,225        169,225
  John Hancock                N/A             GA7921      6.13%           180,375        180,375
  John Hancock              6/30/99          GAC7878      6.14%           271,932        271,932
                                                                        ---------      ---------
  Total Investment Contracts                                            2,252,590      2,252,590
                                                                        ---------      ---------
  Total Investments                                                    $6,028,801     $7,570,072
                                                                        =========      =========


 *Party-in-Interest



</TABLE>
















                                                         - 16 -


<PAGE>
<TABLE>


                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                 FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

                  Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                             (Dollars in Thousands)
<CAPTION>


                                                            Purchases                    Sales
                                                            ---------     ---------------------------------------
Identity of                                                  Purchase      Sales        Original       Net Gain
Party/Broker         Description of Asset                     Price        Price          Cost           (Loss)
- ------------         --------------------------------       ---------     -------     ------------   ------------
                                            SERIES REPORTABLE TRANSACTIONS
                                       ------------------------------------------
<S>                  <C>                                  <C>           <C>              <C>           <C>
State Street Bank    Fixed Income Fund
  and Trust          (164 purchases, 121 sales)            $1,190,227    $1,017,981       $965,291      $52,690

Metropolitan Life    Investment Contract No.
  Insurance Co.      GA 13635 (14 purchases)                 $252,119            $-             $-           $-



                                             SINGLE REPORTABLE TRANSACTIONS
                                             ------------------------------

State Street Bank    Fixed Income Fund
  and Trust Co.      (1 purchase)                            $299,584            $-             $-           $-



</TABLE>





















                                                         - 17 -






                                                                 EXHIBIT 23


INDEPENDENT AUDITORS' CONSENT



We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-76443 of General Motors  Corporation on Form S-8 of our report dated June 4,
1999 appearing in this Annual Report on Form 11-K of The General Motors Personal
Savings Plan for  Hourly-Rate  Employees in the United States for the year ended
December 31, 1998.




s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Detroit, Michigan
June 25, 1999



































                                    - 18 -



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