SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CLARKE TROY A

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, P.O. BOX 300

MAIL CODE: 482-C38-B71

(Street)

DETROIT

482653000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2004

3. Issuer Name and Ticker or Trading Symbol
GENERAL MOTORS CORP [ GM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
General Motors Common Stock, $1-2/3 Par Value	10,558	D
General Motors Common Stock, $1-2/3 Par Value	1,101	I	Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
GM Phantom Stock Units $1-2/3 Par Value Com Stock⁽²⁾	⁽²⁾	⁽²⁾	General Motors Common Stock, $1-2/3 Par Value	1,343	$0.00	D
GM Stock $1-2/3 Par Value Option (Right To Buy)⁽³⁾	01/09/1996⁽³⁾	01/10/2005	General Motors Common Stock, $1-2/3 Par Value	3,946	$33.17	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	02/05/1997⁽³⁾	02/06/2006	General Motors Common Stock, $1-2/3 Par Value	6,650	$40.07	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	02/03/1998⁽³⁾	02/04/2007	General Motors Common Stock, $1-2/3 Par Value	6,911	$44.73	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/12/1999⁽³⁾	01/13/2008	General Motors Common Stock, $1-2/3 Par Value	14,424	$46.59	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/11/2000⁽³⁾	01/12/2009	General Motors Common Stock, $1-2/3 Par Value	19,232	$71.53	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/10/2001⁽³⁾	01/11/2010	General Motors Common Stock, $1-2/3 Par Value	17,000	$75.5	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/08/2002⁽³⁾	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	18,000	$52.35	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/07/2003⁽³⁾	01/08/2012	General Motors Common Stock, $1-2/3 Par Value	20,000	$50.46	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	02/04/2003⁽³⁾	02/05/2012	General Motors Common Stock, $1-2/3 Par Value	12,000	$50.82	D
GM Stock $1-2/3 Par Value Option (Right To Buy)⁽³⁾	01/21/2004⁽³⁾	01/22/2013	General Motors Common Stock, $1-2/3 Par Value	35,000	$40.05	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽³⁾	01/23/2005⁽³⁾	01/24/2014	General Motors Common Stock, $1-2/3 Par Value	28,000	$53.92	D
GM Stock $1-2/3 Par Value, Deferred Stock Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	General Motors Common Stock, $1-2/3 Par Value	2,610	$0.00	D

Explanation of Responses:

1. Shares held in trust under General Motors Stock Purchase Program as of 12/31/03. State Street Bank & Trust Co., Trustee. Shares owned pursuant to Rule 16b-3 exempt employee savings plan.

2. The Phantom Stock Units are held under Section 16b-3(c) exempt Rule 16b-3(b)(2) eligible excess benefit plan operated in conjunction with a qualified 401(k) plan. The Units are payable in cash upon separation from General Motors. These Units are being reported even though they are exempt under Rule 16b-3. Units held as of 01/23/04.

3. 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.

4. 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 01/23/04. The Deferred Stock Units convert on a '1 for 1' basis.

Remarks:

	By: Martin I. Darvick - POA for	02/06/2004
	** 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 5 (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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