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^*

WAGONER G RICHARD JR

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER, P.O. BOX 300

MC: 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

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⁾		16,755	D	⁽¹⁾	0	D
GM Class H Common Stock, $.10 Par Value	12/22/2003		D⁽²⁾		61,625	D	⁽³⁾	0	D
GM Class H Common Stock, $.10 Par Value	12/22/2003		D⁽²⁾		1,961	D	⁽³⁾	0	I	Trust⁽⁴⁾
General Motors Common Stock, $1-2/3 Par Value								105,791	D⁽⁵⁾
General Motors Common Stock, $1-2/3 Par Value								14,039	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)
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, Deferred Stock Units⁽¹⁾	⁽¹⁾	12/22/2003		A⁽¹⁾		5,256		⁽¹⁾	⁽¹⁾	General Motors Common Stock, $1-2/3 Par Value	5,256	⁽¹⁾	5,256	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁶⁾	$40.07							02/05/1997⁽⁶⁾	02/06/2006	General Motors Common Stock, $1-2/3 Par Value	127,918		127,918	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁶⁾	$44.73							02/03/1998⁽⁶⁾	02/04/2007	General Motors Common Stock, $1-2/3 Par Value	130,410		130,410	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁶⁾	$46.59							01/12/1999⁽⁶⁾	01/13/2008	General Motors Common Stock, $1-2/3 Par Value	120,200		120,200	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁶⁾	$71.53							01/11/2000⁽⁶⁾	01/12/2009	General Motors Common Stock, $1-2/3 Par Value	210,350		210,350	D
GM Stock $1-2/3 Par Value Option (Right to Buy)⁽⁶⁾	$75.5							01/10/2001⁽⁶⁾	01/11/2010	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⁾	$70.1							06/01/2001⁽⁶⁾	06/02/2010	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)⁽⁶⁾	$52.35							01/08/2002⁽⁶⁾	01/09/2011	General Motors Common Stock, $1-2/3 Par Value	400,000		400,000	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	500,000		500,000	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	500,000		500,000	D
GM Stock $1-2/3 Par Value, Restricted Stock Units⁽⁷⁾	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	General Motors Common Stock, $1-2/3 Par Value	125,000		125,000	D

Explanation of Responses:

1. 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'), the reporting person agreed to cancel 16,755 GM Class H Deferred Stock Units originally received pursuant to Rule 16b-3 qualified General Motors Performance Achievement Plan in exchange for 5,256 GM $1-2/3 par value common Deferred Stock Units having equivalent economic value. These Deferred Stock Units will be delivered to the reporting person in stock upon retirement.

2. The reported shares of GM Class H common stock were redeemed by GM in connection with 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.

3. 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.

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. Includes 16,454 shares of General Motors $1-2/3 par value Common Stock subject to forfeiture under certain conditions pursuant to Rule 16b-3 qualified General Motors Performance Achievement Plan. These shares are deferred until after the reporting person's retirement.

6. 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.

7. 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 G. Richard Wagoner, Jr.	12/23/2003
	** Signature of Reporting Person	Date
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