GENERAL MOTORS CORP
11-K, 1999-06-01
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 November 30, 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 33-4663
                       -------



         THE HUGHES NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN

           THE HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN



                        Hughes Electronics Corporation
                            200 N. Sepulveda Blvd.
                      El Segundo, California 90245-0956
                      ----------------------------------
                    (Full titles and address of the plans)


                          General Motors Corporation
             100 Renaissance Center, Detroit, Michigan 48265-1000
             ----------------------------------------------------
              (Name of issuer of the securities held pursuant to
                       the plans 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
      --------------------

      The Hughes Non-Bargaining Employees Thrift and Savings Plan
("Non-Bargaining Plan") and the Hughes Bargaining Employees Thrift and
Savings Plan ("Bargaining Plan").

                                                                  Page No.
                                                                  --------

      Independent Auditors' Report...............................     5

      Financial Statements:
      --------------------

      Statements of Net Assets Available for Benefits by Plan as of
        November 30, 1998 and 1997................................    6

      Statements of Changes in Net Assets Available for Benefits
        by Plan for the years ended November 30, 1998 and 1997.....   8

      Notes to Financial Statements................................  10


      Supplemental Schedules Omitted
      ------------------------------

      Supplemental  schedules  are omitted  because of the absence of conditions
under which they are required.

(b)   EXHIBIT
      -------

      Exhibit 23 - Consent of Independent Auditors.................  20
































                                    - 2 -


<PAGE>





                                  SIGNATURE

      The  Non-Bargaining  Plan.  Pursuant to the requirements of the Securities
Exchange Act of 1934,  the Hughes  Non-Bargaining  Employees  Thrift and Savings
Plan has duly  caused  this  annual  report to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                               Hughes Non-Bargaining Employees
                                                   Thrift and Savings Plan
                                               --------------------------
                                                     (Name of Plan)


Date:  June 1, 1999                  By


                                               /s/Sandra L. Harrison
                                               -----------------------
                                               (Sandra L. Harrison,
                                               Chairman, Administrative
                                                      Committee)














































                                    - 3 -


<PAGE>





                            SIGNATURE (continued)

      The  Bargaining  Plan.  Pursuant  to the  requirements  of the  Securities
Exchange Act of 1934, the Hughes  Bargaining  Employees  Thrift and Savings Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                               Hughes Bargaining Employees
                                                Thrift and Savings Plan
                                               --------------------------
                                                    (Name of Plan)


Date:  June 1, 1999                  By


                                               /s/Sandra L. Harrison
                                               -----------------------
                                               (Sandra L. Harrison,
                                              Chairman, Administrative
                                                     Committee)














































                                    - 4 -


<PAGE>





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

Hughes Electronics Corporation Employees' Thrift and Savings Plans:

We have audited the accompanying Statements of Net Assets Available for Benefits
by Plan of the Hughes Non-Bargaining  Employees Thrift and Savings Plan, and the
Hughes Bargaining Employees Thrift and Savings Plan (collectively,  the "Plans")
as of November  30, 1998 and 1997 and the related  Statements  of Changes in Net
Assets Available for Benefits by Plan for the years then ended.  These financial
statements are the responsibility of the Plans'  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 audits 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 Plans at November 30,
1998 and 1997 and the changes in their net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.





/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Los Angeles, California
May 21, 1999




























                                    - 5 -


<PAGE>


                        HUGHES ELECTRONICS CORPORATION
                     EMPLOYEES' THRIFT AND SAVINGS PLANS
           STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN

NOVEMBER 30, 1998

                              NON-BARGAINING       BARGAINING      TOTAL
                              --------------       ----------      -----
                                    (Dollars in Thousands)

INVESTMENT IN HUGHES MASTER TRUST:
Hughes Equity Fund              $1,323,596           $67,252    $1,390,848
Hughes Fixed Income Fund           597,958            37,623       635,581
  GM Class H Common
    Stock Fund                     334,836            19,484       354,320
  Hughes Balanced Fund             450,070            13,646       463,716
  Raytheon Class A Common
    Stock Fund                     179,100            10,333       189,433
  Fidelity Fund                      9,789               134         9,923
  Fidelity Puritan Fund              4,902                67         4,969
  Fidelity Contrafund                9,005                69         9,074
  Fidelity Equity Income Fund        5,939               187         6,126
  Fidelity Growth Company Fund       2,643                56         2,699
  Fidelity Intermediate Bond Fund    4,553                24         4,577
  Fidelity OTC Portfolio Fund        5,189               151         5,340
  Fidelity Overseas Fund             1,621                 4         1,625
  Fidelity Blue Chip Fund           20,958               675        21,633
  Fidelity Disciplined Equity Fund   3,925                81         4,006
  Fidelity Low Priced Stock Fund     6,078                20         6,098
  Fidelity Worldwide Fund              788                10           798
  Fidelity Diversified Int'l Fund    4,489               244         4,733
  Fidelity Dividend Growth Fund     44,405             1,132        45,537
  Fidelity Mid-Cap Stock Fund        3,819               167         3,986
  Fidelity Freedom Income Fund       1,289               155         1,444
  Fidelity Freedom 2000 Fund         3,087               422         3,509
  Fidelity Freedom 2010 Fund         2,921               149         3,070
  Fidelity Freedom 2020 Fund         2,385                71         2,456
  Fidelity Freedom 2030 Fund         1,015               126         1,141
  Fidelity US Bond Index Fund       14,229               398        14,627
  Fidelity US Equity Index Fund     14,695               170        14,865
  Loan Fund                         39,070             7,148        46,218
                                ----------        ----------     ---------
  TOTAL                          3,092,354           159,998     3,252,352

  CONTRIBUTIONS
  RECEIVABLE:
    Employee                         1,199                93         1,292
    Employer                           516                70           586
                                 ---------        ----------     ---------
  NET ASSETS AVAILABLE
    FOR BENEFITS                $3,094,069          $160,161    $3,254,230
                                ==========        ==========     =========


















                                    - 6 -

                        HUGHES ELECTRONICS CORPORATION
                     EMPLOYEES' THRIFT AND SAVINGS PLANS
           STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN


NOVEMBER 30, 1997
                                                           THRIFT
                                    CALIFORNIA   TUCSON      AND
                         SALARIED     HOURLY   BARGAINING  SAVINGS   TOTAL
                        ----------  ---------- ----------  ------- ----------
                                        (Dollars in Thousands)

INVESTMENT IN HUGHES
MASTER TRUST:
  Hughes Equity Fund    $2,180,430     $80,704    $27,386  $11,000 $2,299,520
  Hughes Fixed Income Fund 949,018      50,756     14,646    3,636  1,018,056
  GM Class H Common
    Stock Fund             937,605      36,371     16,972   11,504  1,002,452
  Hughes Balanced Fund     693,395      15,610      5,350    4,829    719,184
  Loan Fund                107,214      10,904      6,012    1,263    125,393
                        ----------    --------    -------  ------- ----------
TOTAL                    4,867,662    194,345      70,366   32,232  5,164,605

CONTRIBUTIONS
RECEIVABLE:
  Employee                  12,997        663         256      258     14,174
  Employer                   4,732        326         124       93      5,275
                        ----------    --------    -------  ------- ----------
NET ASSETS AVAILABLE
  FOR BENEFITS          $4,885,391   $195,334     $70,746  $32,583 $5,184,054
                        ==========    ========    =======  ======= ==========

See notes to financial statements.





































                                     - 7-


<PAGE>
<TABLE>



                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS
       STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN

<CAPTION>

FOR THE YEAR ENDED NOVEMBER 30, 1998
                                                           THRIFT
                                    CALIFORNIA   TUCSON      AND        NON-
                         SALARIED     HOURLY   BARGAINING  SAVINGS   BARGAINING  BARGAINING    TOTAL
                        ----------  ---------- ----------  -------   ----------  ----------  ---------
                                                   (Dollars in Thousands)
INVESTMENT ACTIVITIES:
  Net investment income (loss)
<S>                       <C>          <C>         <C>      <C>        <C>         <C>        <C>
    from the Master Trust $589,401     $23,026     $6,099   $4,506     $(5,671)    $(1,753)   $615,608
                          --------   ---------  ---------  -------   ---------   ---------    --------
OTHER ACTIVITIES INCREASE
(DECREASE):
  Employee contributions    40,145       3,063        176      202      32,910       3,321      79,817
  Employer contributions    17,468       1,396         90       79      12,041       1,005      32,079
  Benefit payments      (2,377,736)    (79,274)   (59,582) (17,019)   (121,687)     (2,030) (2,657,328)
  Plan Transfer         (3,154,669)   (143,545)   (17,529) (20,351)  3,176,476     159,618           -
                        ----------    --------   --------  -------   ---------    --------    --------

INCREASE (DECREASE)     (5,474,792)   (218,360)   (76,845) (37,089)  3,099,740     161,914  (2,545,432)
                        ----------    --------   --------  -------   ---------    --------    --------

INCREASE IN
  NET ASSETS AVAILABLE
  FOR BENEFITS          (4,885,391)   (195,334)   (70,746) (32,583)  3,094,069     160,161  (1,929,824)

 NET ASSETS AVAILABLE
  FOR BENEFITS,
  BEGINNING OF YEAR      4,885,391     195,334     70,746   32,583                           5,184,054
                        ----------    --------   --------  -------   ---------    --------   ---------

  END OF THE YEAR      $         -   $       -   $      -  $    -   $3,094,069    $160,161  $3,254,230
                        ==========    ========   ========  =======   =========    ========   =========

</TABLE>


See notes to financial statements.





                                                          - 8-


<PAGE>



                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS
       STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN


FOR THE YEAR ENDED NOVEMBER 30, 1997
                                                           THRIFT
                                    CALIFORNIA   TUCSON      AND
                         SALARIED     HOURLY   BARGAINING  SAVINGS   TOTAL
                        ----------  ---------- ----------  ------- ----------
                                        (Dollars in Thousands)
INVESTMENT ACTIVITIES:
  Net investment income from
    the Master Trust      $773,056     $24,488    $11,863   $5,729   $815,136
                        ----------    --------    -------  ------- ----------
OTHER ACTIVITIES INCREASE
(DECREASE):
  Employee contributions   194,008       9,338      3,099    3,941    210,386
  Employer contributions    81,988       4,426      1,525    1,221     89,160
  Benefit payments        (303,879)    (12,811)    (6,401)  (3,504)  (326,595)
                        ----------    --------    -------  ------- ----------

INCREASE (DECREASE)        (27,883)        953     (1,777)   1,658    (27,049)
                        ----------    --------    -------  ------- ----------

INCREASE IN
  NET ASSETS AVAILABLE
  FOR BENEFITS             745,173      25,441     10,086    7,387    788,087
NET ASSETS AVAILABLE
  FOR BENEFITS, BEGINNING
  OF PERIOD              4,140,218     169,893     60,660   25,196  4,395,967
                        ----------    --------    -------  ------- ----------

NET ASSETS AVAILABLE
  FOR BENEFITS, END
  OF PERIOD             $4,885,391    $195,334    $70,746  $32,583 $5,184,054
                        ==========    ========    =======  ======= ==========


See notes to financial statements.































                                      - 9 -


<PAGE>


                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  PLAN DESCRIPTION AND RELATED INFORMATION

Description  of the Plan - As of  November  30,  1997 the  financial  statements
comprised the accounts of the Hughes Salaried Employees' Thrift and Savings Plan
(the  "Salaried  Plan"),  the Hughes  California  Hourly  Employees'  Thrift and
Savings  Plan (the  "California  Hourly  Plan"),  the Hughes  Tucson  Bargaining
Employees'  Thrift and Savings  Plan (the  "Tucson  Bargaining  Plan"),  and the
Hughes Thrift and Savings Plan (the "Thrift and Savings Plan").  During the year
ended  November 30, 1998, an amendment to and  comprehensive  restatement of the
California  Hourly  Plan  was  executed  which  created  the  Hughes  Bargaining
Employees' Thrift and Savings Plan (the "Bargaining  Plan"). On June 1, 1998 the
Tucson  Bargaining Plan was merged into the Bargaining  Plan.  There was also an
amendment to and  comprehensive  restatement  of the Salaried Plan which created
the   Hughes   Non-Bargaining   Employees'   Thrift   and   Savings   Plan  (the
"Non-Bargaining  Plan").  On June 1, 1998 the Thrift and Savings Plan was merged
into the  Non-Bargaining  Plan.  Therefore,  at November 30, 1998, the financial
statements  comprise the accounts of the Bargaining Plan and the  Non-Bargaining
Plan (collectively, the "Plans").

Plan  Administration - the Plans are administered by  Administrative  Committees
whose members are appointed by Hughes Electronics  Corporation (the "Company" or
"Hughes"),  a wholly owned subsidiary of General Motors Corporation  ("GM"). The
Trustee of the Plans is Bankers Trust Company ("Bankers Trust"). Additional Plan
information  is  provided  to the  participants  by the  Company  in the form of
Summary Annual Reports.  The Plans' expenses are paid by the plan  participants,
as provided by the Plan documents.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Plans participate in the Hughes Electronics  Corporation Savings Plan Master
Trust (the "Master Trust").

Basis of Acounting - The  financial  statements of the Plans are prepared on the
accrual basis of accounting.

Investments  - The Plans'  investments  in the  Master  Trust are  presented  at
estimated fair value,  which has been determined  based on the fair value of the
investments of the Master Trust.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Income  Taxes - The  Internal  Revenue  Service  has  ruled  that the  Plans are
qualified  under Section 401 of the Internal  Revenue Code (the "Code") and are,
therefore,  not subject to Federal  income taxes under present  income tax laws.
Accordingly,  no  provision  for  Federal  income  taxes  has  been  made in the
accompanying  financial  statements.  Contributions  by  participants  made on a
"pre-tax" basis, the Company's matching contributions,  and the earnings thereon
are not subject to Federal income taxes to the  participants  until  distributed
from the Plans.

NOTE 3.  PLAN PARTICIPATION

All employees of the Company and its domestic subsidiaries that have adopted the
respective  Plans are  eligible  to  participate  in the Plans  after 90 days of
continuous  employment.  The Plans provide that eligible  employees  electing to
become  participants  may  contribute  amounts within  specified  ranges through
payroll  deductions.  The participants may direct these  contributions to any of
the 27 investment funds included in the Master Trust described in Note 6.

The Company contributes to the Class H Common Stock Fund an amount equal to 100%
of  the  individual   employee's   contribution  up  to  4%  of  the  employee's
compensation, subject to certain limitations.

                                     - 10 -


<PAGE>


                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

Participants  in the  Non-Bargaining  Plan and Bargaining Plan are vested in the
Company's  contributions  after two full plan years after the plan year in which
contributions are made to their accounts. Participants become fully vested after
five years of service. Forfeited Company contributions are used to reduce future
Company contributions to the Plans.  Forfeitures during the years ended November
30, 1998 and 1997 were $460,821 and $722,629, respectively.

The Company  reserves  the right to terminate  the Plans at any time.  Upon such
termination,  the  participants'  rights  to the  Company's  contributions  vest
immediately, and the account balances are to be fully paid to the participants.

NOTE 4.  PARTICIPANT LOANS

Each Plan allows  participants  to borrow from their  vested  account  balances,
subject to certain  limitations.  The loans bear  interest  at 1% over the Prime
Rate as published in the Eastern  edition of The Wall Street  Journal  (which is
fixed at the inception of the loan), and maturities may not exceed four years.

The loans  (which  are  accounted  for in the Loan Fund) are  deducted  from the
participants'  vested account balances using a source  hierarchy.  The funds are
withdrawn  from  sources  in  the  following  order:   old  after-tax   employee
contributions,   new  after-tax   employee   contributions,   pre-tax   employee
contributions,  rollover contributions,  company match unrestricted, and company
match restricted.  Funds are withdrawn  pro-rata from the funds for each source.
Loan repayments are reinvested in the inverse order of the sources that the loan
was redeemed from and into the funds based on current investment mixes.

NOTE 5.  BENEFITS TO WITHDRAWING PARTICIPANTS

Net assets  available for benefits  include the following  amounts which will be
paid to participants who are withdrawing from the Plans:

  Plan                                          1998          1997
- ------------------                           -------       -------
                                            (Dollars in Thousands)

Non-Bargaining                               $ 2,385     $       -
Bargaining                                       150             -
Salaried                                           -        13,930
California Hourly                                  -           371
Tucson Bargaining                                  -           385
Thrift and Savings                                 -            92
                                           ---------       -------
  Total                                      $ 2,535    $   14,778
                                           =========       =======






















                                     - 11 -

                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

NOTE 6.  INFORMATION CONCERNING THE MASTER TRUST

The Master Trust was created  pursuant to a trust  agreement  between Hughes and
Bankers  Trust,  as  trustee of the funds,  to permit the  commingling  of trust
assets of the Plans and certain other employee benefit plans of the Company, for
investment and administrative purposes. Each participating employee benefit plan
has an interest in the net assets of the Master Trust and changes  therein.  The
assets of the trust are held by Bankers Trust.

Investments of the Master Trust are managed by independent  investment advisors,
with the  exception  of one  account in the Hughes  Fixed  Income  Fund  managed
directly by a subsidiary of the Company which also performs certain other duties
in relation to the oversight of the  investments of the plans (with asset values
at November 30, 1998 and 1997 of approximately  $515,689,000  and  $682,872,000,
respectively).  Investment  management  fees paid by the Plans to the subsidiary
for the account it manages were as follows:

  Plan                                          1998          1997
- ----------------------------------              ----          ----
                                              (Dollars in Thousands)

Non-Bargaining                                  $397          $  -
Bargaining                                        25             -
Salaried                                           -           461
California Hourly                                  -            25
Tucson Bargaining                                  -             7
Thrift and Savings                                 -             2
                                                ----          ----
  Total investment management fees              $422          $495
                                                ====          ====

The Master  Trust is  composed  of 28 funds:  the Hughes  Equity  Fund-  invests
primarily  in equity  securities;  the  Hughes  Fixed  Income  Fund-  invests in
certificates of deposit,  short-term  corporate debt and government  securities,
and  contracts  with  insurance  companies  providing a guarantee  of  principal
(backed by assets of the  insurance  company) and a specified  rate of interest;
the GM Class H Common  Stock  Fund-  invests  in or holds  shares  of GM Class H
Common Stock;  the Hughes  Balanced  Fund- invests  primarily in Equity and Debt
Index Funds managed by Mellon  Capital;  the Raytheon Class A Common Stock Fund-
invests in or holds shares of Raytheon Class A Common Stock;  the Fidelity Fund-
invests  in equity  securities;  the  Fidelity  Puritan  Fund-  invests  in high
yielding  equity  and debt  securities;  the  Fidelity  Contrafund-  invests  in
securities of companies  experiencing  positive  fundamental  change such as new
management team or product  launch;  the Fidelity Equity Income Fund- invests at
least 65% of total assets in  income-producing  equity securities;  the Fidelity
Growth  Company  Fund-  invests  primarily  in common  stock of  companies;  the
Fidelity  Intermediate  Bond  Fund-  invests  in  grade  debt  securities  while
maintaining  an average  maturity of 3 to 10 years;  the Fidelity OTC  Portfolio
Fund- invests mainly in equity securities traded on the over-the-counter market;
the Fidelity  Overseas  Fund-  invests  primarily in common  stocks from issuers
outside the U.S.; the Fidelity Blue Chip Fund- invests mainly in common stock of
well-known and  established  companies;  the Fidelity  Disciplined  Equity Fund-
invests  at least 65% of fund's  total  asset in common  stocks of  domestic  or
foreign  issuers;  the  Fidelity  Low  Priced  Stock  Fund-  invests  mainly  in
low-priced  common  stocks  ($35 or less at  time  of  purchase);  the  Fidelity
Worldwide Fund- invests  primarily in common stocks of foreign issuers  selected
using  computer-aided,  quantitative analysis supported by fundamental analysis;
the Fidelity  Diversified  International  Fund-  invests  primarily in stocks of
companies  located outside the U.S. that are included in the Morgan Stanley EAFE
Index;  the Fidelity  Dividend  Growth  Fund-  invests in equity  securities  of
companies  that have the  potential  to increase  their  current  dividend;  the
Fidelity  Mid-Cap  Stock Fund- invests in equity  securities  of companies  with
medium market capitalizations; the Fidelity Freedom Income


                                     - 12 -

                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

Fund-  invests in a combination  of Fidelity  funds;  the Fidelity  Freedom 2000
Fund- invests in a combination of Fidelity equity, fixed-income and money market
funds targeted to investors expected to retire around 2000; the Fidelity Freedom
2010 Fund- invests in a combination of Fidelity  equity,  fixed-income and money
market funds targeted to investors  expected to retire around 2010; the Fidelity
Freedom 2020 Fund- invests in a combination of Fidelity equity, fixed-income and
money market funds  targeted to investors  expected to retire  around 2020;  the
Fidelity  Freedom  2030  Fund-  invests in a  combination  of  Fidelity  equity,
fixed-income  and money  market funds  targeted to investors  expected to retire
around  2030;  the Fidelity US Bond Index Fund-  invests in a mix of  securities
designed to match the aggregate Bond Index's  performance;  the Fidelity  Equity
Index Fund- invests primarily in common stocks of the 500 companies that make up
the S&P 500; and the Loan Fund,  representing  outstanding  loans from employees
who are  participants in the Plans.  Each Plan's share in the Master Trust's net
assets is based upon the participant  units and fund values (described below) of
the  participants  in the Plan.  The  investment  return of the Master  Trust is
allocated to the  participating  Plans based on the relative  proportion of each
Plan's net assets available for benefits in each fund.

Participants  may elect to have their  contributions  invested in  proportionate
shares of each such fund. The assets of the Trust are held by Bankers Trust.









































                                     - 13 -

                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

The following  schedules  summarize the net assets and net investment  income of
the Master Trust.

a) NET ASSETS OF THE MASTER TRUST

NOVEMBER 30, 1998
                                    TOTAL
                                    ------
                              (Dollars in thousands)
INVESTMENTS:
  Short-Term
   Investment Funds               $145,221
  Certificates of
   Deposit                         124,922
  Short-Term US
   Govt. obligations                     -
  Long-Term US
   Govt. obligations                     -
  Short-Term Corporate
   Obligations                     317,717
  Long-Term Corporate
   Obligations                           -
  Common Stock                     982,419
  Common Stocks-GM
   Class H                         354,474
  Pooled investments               554,738
  Preferred stock                    4,798
  Insurance contracts               75,104
  Mutual Funds                     172,236
  Loan receivables                  45,922
   from participants
  Other                            463,183
                                 ---------
  Total investments              3,240,734
  Dividends and interest
   Receivable                        8,981
  Receivable for
   Securities sold                   8,054
  Payable for securities
   Purchased                        (3,928)
  Contributions
   Receivables                       1,878
  Other                             (1,489)
                                   -------
NET ASSETS OF THE
  MASTER TRUST                  $3,254,230
                                 =========


















                                     - 14 -


<PAGE>



                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

a) NET ASSETS OF THE MASTER TRUST

NOVEMBER 30, 1997
                                 TOTAL
                                ----------
                           (Dollars in Thousands)
INVESTMENTS:
  Short-term
    investment funds              $328,503
  Certificates
    of deposit                     149,956
  Short-term United
    States Government
    obligations                          -
  Long-term United
    States Government
    obligations                          -
  Short-term corporate
    obligations                    561,852
  Long-term corporate
    obligations                          -
  Common stocks                  1,199,196
  Common Stock-
    GM Class H                     987,587
  Pooled investments               978,025
  Preferred stock                    2,623
  Insurance contracts               87,418
  Loan receivable
    from participants              127,026
  Other                            717,334
                                ----------
      Total
        investments              5,139,520
  Dividends and
    interest receivable            148,008
  Receivable for
    securities sold                 11,793
  Interfund accounts                     -
  Payable for securi-
    ties purchased                (132,019)
  Contributions
    receivable                      19,449
  Other                             (2,697)
                                 ---------
NET ASSETS OF THE
  MASTER TRUST                  $5,184,054
                                ==========

















                                     - 15 -


<PAGE>

<TABLE>


                                                HUGHES ELECTRONICS CORPORATION
                                             EMPLOYEES' THRIFT AND SAVINGS PLANS

b) MASTER TRUST NET INVESTMENT INCOME
<CAPTION>

FOR THE YEAR ENDED NOVEMBER 30, 1998
                                    HUGHES      GM                      RAYTHEON
                        HUGHES      FIXED       CLASS H     HUGHES      CLASS A                 FIDELITY
                        EQUITY      INCOME      COMMON      BALANCED    COMMON      FIDELITY    PURITAN    FIDELITY
                        FUND        FUND        STOCK FUND  FUND        STOCK FUND  FUND        FUND       CONTRAFUND
                        --------    --------    ----------  --------    ----------  --------    --------   ----------
                                                    (Dollars in Thousands)

INVESTMENT INCOME AND
EXPENSES:
  Interest and other
<S>                   <C>          <C>        <C>          <C>          <C>         <C>         <C>         <C>
    Income            $    -       $26,176    $    297     $28,809      $  103      $  173      $  249      $    -
  Dividends             18,110                                           2,960
  Net change in
    fair value
    of investments     334,129      16,876     107,652      87,428     (11,283)         75        (146)       (199)
  Investment management
    and trustee fees    (2,776)       (810)       (343)       (705)       (128)
                     ---------     -------     -------     -------     -------     -------     -------     -------
NET INVESTMENT INCOME $349,463     $42,242    $107,606    $115,532     $(8,348)    $   248     $   103     $  (199)
                     =========     =======     =======     =======     =======     =======     =======     =======
</TABLE>


<TABLE>


<CAPTION>


                        FIDELITY    FIDELITY    FIDELITY    FIDELITY    FIDELITY    FIDELITY    FIDELITY   FIDELITY
                        EQUITY      GROWTH      INTERMED.   OTC         FIDELITY    BLUE        DISCIPL.   LOW
                        INCOME      COMPANY     BOND        PORTFOLIO   OVERSEAS    CHIP        EQUITY     PRICED
                        FUND        FUND        FUND        FUND        FUND        FUND        FUND       FUND
                        --------    --------    --------    --------    --------    --------    --------   ----------

INVESTMENT INCOME AND
EXPENSES:
  Interest and other
<S>                     <C>         <C>         <C>         <C>          <C>        <C>          <C>        <C>
    income              $   13      $    -      $   85      $   77       $   -      $  441       $   -      $  234
  Dividends
  Net change in
    fair value
    of investments          75          47          (7)        163          97         433         (34)       (270)
  Investment management
    and trustee fees                                                                    (1)                     (6)
                     ---------     -------     -------     -------     -------     -------     -------     -------
NET INVESTMENT INCOME   $   88      $   47      $   78      $  240      $   97      $  873      $  (34)     $  (42)
                     =========     =======     =======     =======     =======     =======     =======     =======

</TABLE>


                                                            - 16 -

                                                HUGHES ELECTRONICS CORPORATION
                                             EMPLOYEES' THRIFT AND SAVINGS PLANS

b) MASTER TRUST NET INVESTMENT INCOME
<TABLE>

FOR THE YEAR ENDED NOVEMBER 30, 1998
<CAPTION>


                                    FIDELITY    FIDELITY    FIDELITY    FIDELITY    FIDELITY    FIDELITY   FIDELITY
                        FIDELITY    DIVERS.     DIVIDEND    MID-CAP     FREEDOM     FREEDOM     FREEDOM    FREEDOM
                        WORLDWIDE   INT'L       GROWTH      STOCK       INCOME      2000        2010       2020
                        FUND        FUND        FUND        FUND        FUND        FUND        FUND       FUND
                        --------    --------    --------    --------    --------    --------    --------   ----------

INVESTMENT INCOME AND
EXPENSES:
  Interest and other
<S>                      <C>         <C>       <C>           <C>        <C>          <C>         <C>         <C>
    income               $   -       $   -     $ 1,258       $   -      $   24       $   -       $   -       $   -
  Dividends
  Net change in
    fair value
    of investments        (147)       (109)        573         (37)         27         110          47          31
  Investment management
    and trustee fees                                (1)
                     ---------     -------     -------     -------     -------     -------     -------     -------
NET INVESTMENT INCOME   $ (147)     $ (109)    $ 1,830      $  (37)     $   51      $  110      $   47      $   31
                     =========     =======     =======     =======     =======     =======     =======     =======

</TABLE>


                        FIDELITY    FIDELITY    FIDELITY
                        FREEDOM     US BOND     US EQUITY
                        2030        INDEX       INDEX       LOAN
                        FUND        FUND        FUND        FUND        TOTAL
                        --------    --------    --------    --------    --------

INVESTMENT INCOME AND
EXPENSES:
  Interest and other
    income               $   -      $  259       $   -     $ 4,715     $62,913
  Dividends                                                             21,070
  Net change in
    fair value
    of investments          22         151         692                 536,396
  Investment management
    and trustee fees                    (1)                             (4,771)
                     ---------     -------     -------     -------     -------
NET INVESTMENT INCOME   $   22      $  409      $  692     $ 4,715    $615,608
                     =========     =======     =======     =======     =======
                                                            - 17 -


<PAGE>



                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

b) MASTER TRUST NET INVESTMENT INCOME


<TABLE>

FOR THE YEAR ENDED NOVEMBER 30, 1997
<CAPTION>

                                   HUGHES   GM CLASS
                         HUGHES     FIXED   H COMMON HUGHES
                         EQUITY    INCOME    STOCK   BALANCED    LOAN
                          FUND      FUND      FUND     FUND      FUND      TOTAL
                        --------  --------  -------  --------   ------   ---------
                                        (Dollars in Thousands)

INVESTMENT INCOME AND
EXPENSES:
  Interest and other
<S>                    <C>         <C>         <C>   <C>        <C>       <C>
    income             $      -    $63,452     $523  $206,867   $8,586    $279,428
  Dividends               20,960         -   15,062         -        -      36,022
  Net change in
    fair value
    of investments       448,580    (9,819) 147,471   (76,542)       -     509,690
  Investment management
    and trustee fees      (5,103)   (1,592)    (597)   (2,712)       -     (10,004)
                        --------   ------- --------   -------   ------    --------
NET INVESTMENT INCOME   $464,437   $52,041 $162,459  $127,613   $8,586    $815,136
                        ========   ======= ========   =======   ======    ========

</TABLE>





































                                     - 18 -

                         HUGHES ELECTRONICS CORPORATION
                       EMPLOYEES' THRIFT AND SAVINGS PLANS

Note 7.  Spin-off

On December 17, 1997,  General Motors completed the  restructuring of its Hughes
Electronics  subsidiary,  including  the spin-off and merger of its defense unit
with the Raytheon Company. As part of the restructuring,  the Plan participants'
GM Class H common stock was converted to two new classes of stock,  new GM Class
H and Raytheon Class A.

The  defense  unit  Plan  participants  were  given the  opportunity  to elect a
voluntary transfer to another qualified defined  contribution plan maintained by
the Raytheon  Company,  ending with the  valuation  date of the fifth full month
following the spin-off merger.



















































                                     - 19 -






                                                                   EXHIBIT 23


CONSENT OF INDEPENDENT AUDITORS

GENERAL MOTORS CORPORATION:

We hereby consent to the  incorporation  by reference in Registration  Statement
No.  333-76441 on Form S-8 of our report dated May 21, 1999  appearing  in this
Annual  Report on Form 11-K of the Hughes  Non-Bargaining  Employees  Thrift and
Savings Plan and the Hughes Bargaining Employees Thrift and Savings for the year
ended November 30, 1998.


/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP



Los Angeles, California
June 1, 1999









































                                          - 20 -




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