SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PFEIFFER ECKHARD (Last) (First) (Middle) C/O GENERAL MOTORS CORP 300 RENAISSANCE CENTER, MC: 482-C38-B71 (Street) DETROIT MI 48265-3000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENERAL MOTORS CORP [ GM & GMH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
GM Class H Common Stock, $.10 Par Value	12/22/2003		D(1)		4,752	D	(2)	0	D
General Motors Common Stock, $1-2/3 Par Value								4,512	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Gen Mot Class H Com Stock, Restricted Stock Units(3)	(3)	12/22/2003		D(4)			20,959	(3)	(3)	GM Class H Common Stock, $.10 Par Value	20,959	(4)	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)(5)	$14.41	12/22/2003		D(6)			420	01/11/2000	01/12/2009	GM Class H Common Stock, $.10 Par Value	420	(6)	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)(5)	$34.44	12/22/2003		D(6)			816	01/10/2001	01/11/2010	GM Class H Common Stock, $.10 Par Value	816	(6)	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)(5)	$23.14	12/22/2003		D(6)			561	01/08/2002	01/09/2011	GM Class H Common Stock, $.10 Par Value	561	(6)	0	D
GenM Class H $0.10 Par Value Option (Right to Buy)(7)	$16.54	12/22/2003		D(8)			5,000	01/07/2002	01/08/2012	GM Class H Common Stock, $.10 Par Value	5,000	(8)	0	D
GM Class H $0.10 Par Value Option (Right to Buy)(7)	$41.06	12/22/2003		D(8)			4,998	02/25/2001	02/26/2010	GM Class H Common Stock, $.10 Par Value	4,998	(8)	0	D
GM Class H $0.10 Par Value Option (Right to Buy)(7)	$27.37	12/22/2003		D(8)			2,777	02/01/2002	02/02/2011	GM Class H Common Stock, $.10 Par Value	2,777	(8)	0	D
GM Class H Common Stock, Restricted Stock Units(9)	(9)	12/22/2003		D(10)			3,003	(9)	(9)	GM Class H Common Stock, $.10 Par Value	3,003	(10)	0	D
GM Stock $1-2/3 Par Value Restricted Stock Units(9)	(9)	12/22/2003		A(6)(10)		1,122(11)		(9)	(9)	General Motors Common Stock, $1-2/3 Par Value	1,122	(6)(10)	10,552	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(5)	$46.59							01/12/1999	01/13/2008	General Motors Common Stock, $1-2/3 Par Value	1,202		1,202	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(5)	$71.53							01/11/2000	01/12/2009	General Motors Common Stock, $1-2/3 Par Value	1,093		1,093	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(5)	$75.5							01/10/2001	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	2,311		2,311	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(5)	$52.35							01/08/2002	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	2,830		2,830	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(5)	$50.46							01/07/2003(12)	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	3,000		3,000	D

Explanation of Responses:

1. The reported shares of GM Class H common stock were redeemed by GM in connection with a series of transactions pursuant to which Hughes Electronics Corporation was separated from GM and The News Corporation Limited acquired a 34% interest in Hughes (the 'Hughes Transactions'). Each share of GM Class H common stock held by the reporting person was redeemed by GM in exchange for one share of Hughes common stock. Immediately after such redemption, Hughes was merged with and into a subsidiary of News Corporation and a portion of the shares of Hughes common stock received by the reporting person in connection with the redemption was converted in the subsequent merger into News Corporation preferred American depositary shares.

2. As a result of the Hughes Transactions, the reporting person received in exchange for each share of GM Class H Common Stock (1) 0.82321617207 of a share of Hughes common stock and (2) 0.09207432110 of a News Corporation preferred American depositary share. The closing price for a share of Hughes common stock on December 23, 2003, the first day such shares were publicly traded, was $16.90, and the closing price of each News Corporation preferred American depositary share on December 22, 2003, the effective date of the Hughes Transactions, was $28.65.

3. Restricted Stock Units credited pursuant to Rule 16b-3 qualified Hughes Electronics Corporation Compensation Plan for Non-Employee Directors. Deferred compensation, equal to the retainers earned during the year, is credited annually on each December 31. The deferred compensation is converted into Restricted Stock Units at the average daily closing market price of GM Class H Common Stock for such year. Pursuant to such Plan, the Restricted Stock Units are deferred until after the director's retirement from GM and are paid in cash. The Restricted Stock Units convert on a one for one basis.

4. In connection with the Hughes Transactions, the reported GM Class H Restricted Stock Units were converted into an equivalent number of Hughes common stock Deferred Stock Units.

5. Director stock options granted pursuant to Section 16b-3 qualified General Motors Corporation Deferred Compensation Plan for Non-Employee Directors.

6. In connection with the Hughes Transactions, the reporting person agreed to cancel these GM Class H Common Stock Options in exchange for 180 GM $1-2/3 par value common stock Restricted Stock Units having equivalent economic value.

7. Director stock options granted pursuant to Section 16b-3 qualified Hughes Compensation Plan for Non-Employee Directors.

8. In connection with the Hughes Transactions, the reported options were converted into options to purchase an equivalent number of shares of Hughes common stock on the same terms and conditions as the reported options.

9. Restricted Stock Units credited pursuant to Rule 16b-3 qualified GM Compensation Plan for Non-Employee Directors. Deferred compensation, equal to the retainers earned during the year, is credited annually on each December 31. The deferred compensation is converted into Restricted Stock Units at the average daily closing market price of GM Common Stock for such year. The amounts credited during the year also include dividend equivalents on such Restricted Stock Units. Pursuant to such Plan, the Restricted Stock Units are deferred until after the director's retirement from GM and are paid in cash. The Restricted Stock Units convert on a one for one basis.

10. In connection with the Hughes Transactions, the reporting person agreed to cancel 3,003 GM Class H common stock Restricted Stock Units in exchange for 942 GM $1-2/3 par value Restricted Stock Units having equivalent economic value.

11. Includes 942 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock Restricted Stock Units and 180 GM $1-2/3 par value Restricted Stock Units received from the exchange of GM Class H common stock options.

12. Director stock option granted pursuant to General Motors Compensation Plan for Non-Employee Directors. The stock option vests in 3 equal annual installments, with the first installment exercisable on the date indicated.

Remarks:

	By: /s/ Martin I. Darvick - Attorney-in-Fact for Eckhard Pfeiffer	12/23/2003
	** Signature of Reporting Person	Date
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