SEC FORM 4

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

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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^*

GOTTSCHALK THOMAS A

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, P.O. BOX 300

MAIL CODE: 482-C38-B71

(Street)

DETROIT

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)
	Exec. VP and General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
GM Class H Common Stock, $.10 Par Value	12/22/2003		D⁽¹⁾		17,541	D	⁽²⁾	0	D
GM Class H Common Stock, $.10 Par Value	12/22/2003		D⁽¹⁾		1,887	D	⁽²⁾	0	I	Trust⁽³⁾
General Motors Common Stock, $1-2/3 Par Value								49,812	D
General Motors Common Stock, $1-2/3 Par Value								1,992	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁴⁾	$40.07							02/05/1997⁽⁴⁾	02/06/2006	General Motors Common Stock, $1-2/3 Par Value	43,151		43,151	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	62,971		62,971	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	64,680		64,680	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	71,653		71,653	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	65,000		65,000	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	70,000		70,000	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	90,000		90,000	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	50,000		50,000	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	90,000		90,000	D
GM Stock $1-2/3 Par Value, Restricted Stock Units⁽⁵⁾	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	General Motors Common Stock, $1-2/3 Par Value	40,000		40,000	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.

5. 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 Thomas A. Gottschalk	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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