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* SZYGENDA RALPH J (Last) (First) (Middle) 300 RENAISSANCE CENTER, P.O. BOX 300 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) Director 10% Owner X Officer (give title below) Other (specify below) Group Vice President
	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)		2,676	D	(2)	0	D
General Motors Common Stock, $1-2/3 Par Value								19,498	D
General Motors Common Stock, $1-2/3 Par Value								1,292	I	Trust(3)

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
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$40.32							06/28/1997(4)	06/29/2006	General Motors Common Stock, $1-2/3 Par Value	16,300		16,300	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$44.73							02/03/1998(4)	02/04/2007	General Motors Common Stock, $1-2/3 Par Value	20,988		20,988	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$46.59							01/12/1999(4)	01/13/2008	General Motors Common Stock, $1-2/3 Par Value	30,050		30,050	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$71.53							01/11/2000(4)	01/12/2009	General Motors Common Stock, $1-2/3 Par Value	33,656		33,656	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$75.5							01/10/2001(4)	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	38,000		38,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$52.35							01/08/2002(4)	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	42,000		42,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$50.46							01/07/2003(4)	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	47,000		47,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$50.82							02/04/2003(4)	02/05/2012	General Motors Common Stock, $1-2/3 Par Value	23,500		23,500	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(4)	$40.05							01/21/2004(4)	01/22/2013	General Motors Common Stock, $1-2/3 Par Value	47,000		47,000	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. Shares held in trust under General Motors Stock Purchase Program as of 12/31/02. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan.

4. Employee stock option granted pursuant to Rule 16b-3 qualified General Motors Stock Incentive Plan. Stock option is exercisable in three equal annual installments, commencing, respectively, one, two and three years from the date of initial grant.

Remarks:

	By: /s/ Martin I. Darvick - Attorney-in-Fact for Ralph J. Szygenda	12/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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