BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Linda L. Assali Mailing Address:
Vice President BT Services Tennessee,
Inc.
Telephone: 615-835-2901 648 Grassmere Park
Nashville, TN 37211
February 14, 1997
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
General Motors Corporation - Class H
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of 1934, the
following is one copy of the Schedule 13G with respect to
the common stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-
Mail confirmation.
Sincerely,
Linda Assali
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. 5 )*
General Motors Corporation
______________________________________
_
NAME OF ISSUER:
Common Stock - Class H (Par Value
$0.10)
_____________________________________
__
TITLE OF CLASS OF
SECURITIES 370442501
_____________________________________
__ CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than
five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this
form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 370442501 Page 2 of 8
Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, As Trustee for
various trusts, and employee benefit plans, and
investment advisor. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 258,576
shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 36
shares
EACH 7. SOLE DISPOSITION POWER
REPORTING Bankers Trust Company 710,053
shares
PERSON 8. SHARED DISPOSITION POWER
WITH Bankers Trust Company 72
shares
CUSIP No. 370442501 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 710,125
shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 0.7%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 370442501 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE AND
INVESTMENT ADVISOR (THE "BANK"), ARE FOR THE PURPOSE
OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT
OF 1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL
OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii)
HEREOF.
Item 1(a) NAME OF ISSUER:
General Motors Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
GM Building
767 Fifth Avenue
New York, NY 10153-0075
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and
its wholly-owned subsidiary, Bankers
Trust
Company, as Trustee for various trusts, and
employee benefit plans, and investment
advisor.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation,
Bankers Trust Company, as Trustee for various
trusts and employee benefit plans, and investment
advisor,
are corporations incorporated in the State of New York
with their principal business offices located in New
York.
CUSIP No. 370442501 Page 5 of 8
Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock - Class H (Par Value $0.10)
of General Motors Corporation, a Delaware
corporation.
Item 2(e) CUSIP NUMBER:
370442501
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the
Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(i) Bankers Trust Company 710,125
shares
(ii) Bankers Trust Company was also the record
owner of 14,661,785 shares held by the Bank
as Trustee of the GM Savings Stock Purchase Program for
Salaried employees in the U.S., Personal Savings Plan for
Hourly employees in the U.S., Hughes Aircraft Co.
Salaried Employees' Thrift and Savings Plan, Hughes
Aircraft Co. California Hourly Employees' Thrift and
Savings Plan, Hughes Aircraft Co.
Tucson Bargaining Employees' Savings and Thrift Plan,
Hughes Thrift & Savings Plan (the "Plan") with respect to
which the bank disclaims beneficial ownership. The Plan
states that each Plan participant shall have
CUSIP No. 370442501 Page 6 of 8 Pages
the right to direct the manner in which
shares of common stock shall be voted at
all
stockholders' meetings. The Department of
Labor has expressed the view that, under certain
circumstances, ERISA may require the Trustee to vote
shares which are not
allocated to participants' accounts and unvoted shares.
Since, in the view of the
Bank and Bankers Trust New York Corporation,
such voting power is merely a residual
power based upon the occurrence of an
unlikely contingency and is not a sole or
shared power to vote the securities, the
Bank and Bankers Trust New York Corporation
hereby disclaim beneficial ownership of
such securities.
(b) Percent of Class:
The common stock described in Item 4(a) above
as to which the Bank acknowledges beneficial
ownership constitutes the following:
Bankers Trust Company 0.7%
The Common Stock as to which the Bank
disclaims beneficial ownership constitutes 14.8% of
the Issuer's outstanding Common Stock.
(c) Number of shares as to which the Bank
has: (i) sole power to vote or to
direct the
vote -
Bankers Trust Company 258,576
shares
(ii) shared power to vote or to direct
the vote -
Bankers Trust Company 36
shares
(iii) sole power to dispose or to
direct the disposition of -
Bankers Trust Company 710,053
shares
CUSIP No. 370442501 Page 7 of 8 Pages
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company 72
shares Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF
OF ANOTHER PERSON:
The Issuer's Plan, and various trusts, and
employee benefit plans for which the Bank serves as
Trustee, and accounts for which the Bank serves as
investment advisor, have the right to receive
and/or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such
securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF
THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 370442501 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of
such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: as of December 31, 1996
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, As Trustee for
various trusts, and employee benefit plans, and
investment advisor.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM
7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown
below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
