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* DEVINE JOHN M (Last) (First) (Middle) GENERAL MOTORS CORPORATION 300 RENAISSANCE CENTER MC: 482-C39-B30 (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) Vice Chairman & CFO
	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)		3,503	D	(2)	0	D
General Motors Common Stock, $1-2/3 Par Value								158,882	D(3)
General Motors Common Stock, $1-2/3 Par Value								69	I	Trust(4)

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)(5)	$52.54							12/13/2001(5)	12/14/2010	General Motors Common Stock, $1-2/3 Par Value	500,000		500,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(6)	$52.35							01/08/2002(6)	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	200,000		200,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(6)	$50.46							01/07/2003(6)	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	200,000		200,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(6)	$50.82							02/04/2003(6)	02/05/2012	General Motors Common Stock, $1-2/3 Par Value	100,000		100,000	D
GM Stock $1-2/3 Par Value Option (Right to Buy)(6)	$40.05							01/21/2004(6)	01/22/2013	General Motors Common Stock, $1-2/3 Par Value	200,000		200,000	D
GM Stock $1-2/3 Par Value, Deferred Stock Units(7)	(7)							(7)	(7)	General Motors Common Stock, $1-2/3 Par Value	49,589		49,589	D
GM Stock $1-2/3 Par Value, Restricted Stock Units(8)	(8)							(8)	(8)	General Motors Common Stock, $1-2/3 Par Value	75,000		75,000	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 Unit grant, 19,040 shares to be delivered on each of 12/13/04 and 12/13/05. Also, 95,200 shares are to be delivered 18 months after the reporting person's retirement. Shares are subject to forfeiture. Dividend equivalents are earned on each share until delivered.

4. 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.

5. Employee stock options granted pursuant to Section 16b-3 qualified General Motors Stock Incentive Plan; stock options are exercisable in five equal annual installments, commencing, respectively, one, two, three, four and five years from the date of initial grant.

6. Employee stock option granted pursuant to Section 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.

7. The Deferred Stock Units were accrued under the Rule 16b-3 qualified General Motors Deferred Compensation Plan. Dividend equivalents are earned on each Deferred Stock Unit. Units held as of 12/31/02. The Deferred Stock Units convert on a '1 for 1' basis.

8. The Restricted Stock Units were accrued under the Rule 16b-3 qualified General Motors Annual Incentive Plan. Dividend equivalents are earned on each Restricted Stock Unit. Units held as of 1/21/03. The Restricted Stock Units convert on a '1 for 1' basis.

Remarks:

	By: /s/ Martin I. Darvick - Attorney-in-Fact for John M. Devine	12/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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