UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004
                                    FORM 11-K


 X  ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
    ACT OF 1934


For the fiscal year ended December 31, 1999
                          -----------------


                  OR


    TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
    ACT OF 1934



For the transition period from                       to
                               ---------------------    ---------------------



Commission file number 2-88284
                       -------





                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                ---------------------------------------------
                           (Full title of the plan)



                          General Motors Corporation
             300 Renaissance Center, Detroit, Michigan 48265-3000
             ----------------------------------------------------
              (Name of issuer of the securities held pursuant to
                  the plan and the address of its principal
                              executive offices)



Registrant's telephone number, including area code (313)-556-5000



          Notices and communications from the Securities and Exchange Commission
          relative to this report should be forwarded to:



                                            Peter R. Bible
                                            Chief Accounting Officer
                                            General Motors Corporation
                                            300 Renaissance Center
                                            Detroit, Michigan  48265-3000






                                      - 1 -







FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a)  FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES                Page No.
     ----------------------------------------------------------     --------

     The General Motors Personal Savings Plan for
       Hourly-Rate Employees in the United States:
         Independent Auditors' Report. . . . . . . . . . . . . . .        3
         Statements of Net Assets Available for Benefits, as of
           December 31, 1999 and 1998  . . . . . . . . . . . . . .        4
         Statements of Changes in Net Assets Available for
           Benefits  for the Years Ended  December  31, 1999
           and 1998  . . . . . . . . . . . . . . . . . . . . . . .        5
         Notes to Financial  Statements . .  .  .  .  .  . . . . .        6
         Supplemental Schedules:
           Schedule of Assets Held for Investment
             Purposes as of December 31, 1999. . . . . . . . . . .       12
           Schedule of Reportable Transactions for the
             Year Ended December 31, 1999. . . . . . . . . . . . .       14
         Supplemental schedules not listed above are omitted
           because of the absence of the conditions under which
           they are required.

(b)  EXHIBIT
     -------

     Exhibit 23 - Independent Auditors' Consent . . . . . . . . . .      15





                                    SIGNATURE

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                              The General Motors Personal
                                              Savings Plan for Hourly-Rate
                                              Employees in the United States
                                              -----------------------------
                                                      (Name of Plan)


Date     June 28, 2000           By:
     -------------------


                                              /s/John F. Smith, Jr.
                                              -------------------------
                                              (John F. Smith, Jr., Chairman
                                              of the Board of Directors)




















                                      - 2 -








INDEPENDENT AUDITORS' REPORT
- ----------------------------

The General Motors Personal Savings Plan
for Hourly-Rate Employees in the United States:


We have audited the accompanying statements of net assets available for benefits
of The General Motors  Personal  Savings Plan for  Hourly-Rate  Employees in the
United  States (the  "Plan") as of December  31, 1999 and 1998,  and the related
statements  of changes in net assets  available  for benefits for the years then
ended.  These  financial   statements  are  the  responsibility  of  the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the net assets  available for benefits of the Plan as of December 31,
1999 and 1998,  and the changes in net assets  available  for  benefits  for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental  schedules of (1) assets
held  for  investment  purposes  as of  December  31,  1999  and (2)  reportable
transactions for the year ended December 31, 1999, are presented for the purpose
of  additional  analysis  and are not a  required  part of the  basic  financial
statements,  but are  supplementary  information  required by the  Department of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974. These schedules are the  responsibility
of the Plan's  management.  Such  schedules  have been subjected to the auditing
procedures  applied in our audit of the basic 1999 financial  statements and, in
our opinion,  are fairly  stated in all material  respects  when  considered  in
relation to the basic financial statements taken as a whole.



/s/DELOITTE & TOUCHE LLP


Detroit, Michigan
June 9, 2000



















                                      - 3 -






                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

               STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                       AS OF DECEMBER 31, l999 AND 1998
                                           1999                1998
                                       ------------        ------------
                                           (Dollars in Thousands)
ASSETS:

  Investments                             8,562,241           7,570,072
  Accrued investment income                       2              11,445
                                          ---------           ---------
    Total assets                          8,562,243           7,581,517
                                          ---------           ---------
NET ASSETS AVAILABLE FOR
  BENEFITS                               $8,562,243          $7,581,517
                                          =========           =========


Reference should be made to the Notes to Financial Statements.















































                                      - 4 -







                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

          STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                              1999                   1998
                                          ------------         -------------
                                               (Dollars in Thousands)
ADDITIONS:
  Investment income:
    Net appreciation in fair
      value of mutual fund investments        $312,827             $248,996
    Dividends                                  215,676              136,141
    Interest                                   170,120              160,027
    Net investment earnings from the
      General Motors Savings Plans
      Master Trust (Note D)                    514,129              540,448
                                             ---------            ---------
      Total investment income                1,212,752            1,085,612
                                             ---------            ---------

  Contributions:
    Employer                                     2,357                3,828
    Participants                               596,929              662,240
                                             ---------            ---------
      Total Contributions                      599,286              666,068
                                             ---------            ---------
    Total additions                          1,812,038            1,751,680

DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS    (377,244)            (288,739)

TRANSFER TO DELPHI (Note E)                   (454,068)
                                             ---------            ---------

NET INCREASE                                   980,726            1,462,941

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                          7,581,517            6,118,576
                                             ---------            ---------

  End of year                               $8,562,243           $7,581,517
                                             =========            =========

Reference should be made to the Notes to Financial Statements.


























                                      - 5 -
                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

                        NOTES TO FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 1999 AND 1998

A.  THE PLAN

  GENERAL - General Motors  Corporation (the  "Corporation" or "GM") and certain
  unions  have   established  The  General  Motors  Personal  Savings  Plan  for
  Hourly-Rate   Employees  in  the  United  States  (the   "Plan"),   a  defined
  contribution plan.  Generally,  eligible  hourly-rate  full-time and part-time
  employees may participate  and accumulate  savings under the Plan on the first
  day of the first pay period following the attainment of seniority,  as defined
  in the Plan.  The Investment  Funds  Committee of the  Corporation's  Board of
  Directors  acts as the  Plan  fiduciary  and,  along  with  various  officers,
  employees,  and committees,  with authority delegated from the Plan fiduciary,
  controls and manages the operation and  administration  of the Plan subject to
  the  provisions  of the Employee  Retirement  Income  Security Act of 1974, as
  amended (ERISA).  The following brief  description of the Plan is provided for
  general  informational  purposes only.  Participants  should refer to the Plan
  document and prospectus for a complete description of the Plan's provisions.

   PARTICIPANT   CONTRIBUTIONS  -  An  eligible   participant  employed  by  the
   Corporation (an "Eligible Employee") may elect to make pre-tax contributions,
   in 1%  increments,  up to 25% of eligible  weekly  earnings as defined in the
   Plan, up to the maximum IRS 401(k) limit of $10,000. In addition, an Eligible
   Employee may elect to contribute,  in 1% increments, up to 100% of his or her
   profit sharing  distribution  from The General Motors Profit Sharing Plan for
   Hourly-Rate  Employees  to his or her  account  in the Plan.  Profit  sharing
   amounts  contributed  to the  Plan on  behalf  of an  Eligible  Employee  are
   invested in the same investment  option(s) as selected by the participant for
   weekly  contributions to the Plan.  Employee  contributions vest immediately.
   Employees may also contribute to the Plan on an after-tax basis.

   EMPLOYER  CONTRIBUTIONS - For certain  employees hired on or after January 1,
   1994, the Corporation contributes an amount equal to a certain percent (based
   on local units  competitive  hire  agreements) of eligible weekly earnings to
   such participants' accounts in the form of the Corporation's $1-2/3 par value
   common stock.  Such participants must be in the Plan for at least three years
   to be vested in assets  acquired with employer  contributions,  at which time
   such  assets  may  be  transferred  by the  participant  to  other  available
   investment   options.   Forfeitures   are  used  to  offset  future  employer
   contributions.

   FUND EXCHANGES - Generally,  each participant is entitled on any business day
   to exchange a specified  portion or all of his or her  interest in any of the
   investment  options to other options  offered under the Plan,  subject to the
   provisions in the paragraph above.

   PARTICIPANT  WITHDRAWALS - A participant  may withdraw funds in their account
   at any  time  after  attaining  age  59-1/2.  Prior to age  59-1/2,  employee
   after-tax savings may be withdrawn at any time, however, tax deferred savings
   may only be  withdrawn  because of  termination  of  employment,  retirement,
   death,  total and  permanent  disability,  or  financial  hardship.  Prior to
   receiving a withdrawal for financial hardship, a participant  previously must
   have taken all available asset  distributions,  withdrawals,  and loans under
   all applicable plans  maintained by the  Corporation.  The amount that may be
   withdrawn  for a financial  hardship  is limited as defined in the Plan.  The
   funds that  represent  a hardship  distribution  must  conform to  conditions
   required by the  Internal  Revenue  Service (the "IRS").  A  participant  who
   receives a hardship  distribution  shall have his or her contributions to the
   Plan suspended for 12 months following the distribution as required by law.

   Certain costs of Plan administration are paid by the Corporation.

   INVESTMENT  OPTIONS - The participants  must direct,  in 10% increments,  how
   their  contributions  are to be invested.  A description  of each  investment
   option offered under the Plan follows:

                                      - 6 -





                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                  NOTES TO FINANCIAL STATEMENTS - Continued

   General  Motors  Common Stock Funds:  $1-2/3 Par Value and Class H, $0.10 Par
   Value - Under these  investment  options,  contributions  are invested by the
   Trustee  primarily in the respective  General Motors common stock.  Each unit
   represents a proportionate interest in all of the assets of the respective GM
   Common  Stock  Funds.  The  number of units  credited  to each  participant's
   account  within an  applicable  plan will be  determined by the amount of the
   participant's  contributions  and  the  purchase  price  of  a  unit  in  the
   respective GM Common Stock Fund. The value of each  participant's  account is
   determined  each  business  day by the  number of units to the  participant's
   credit,  multiplied by the current unit value.  The return on a participant's
   investment is based on the value of units,  which,  in turn, is determined by
   the  market  price of the  respective  GM  common  stock,  the  amount of any
   dividends paid thereon, and by interest earned on short-term investments held
   by each fund.

   Each  participant  directs  the  Trustee  how to  vote  common  stock  shares
   allocated to his or her account.  The Trustee will not exercise voting rights
   with respect to those shares for which direction has not been received by the
   required deadline.

   Equity Index Fund - Under this investment option,  contributions are invested
   in a  portfolio  of common  stocks  managed  by an  investment  manager.  The
   investment  manager  maintains  a  portfolio  which is  designed to match the
   performance  of the Standard & Poor's 500 Index.  This Index is a broad-based
   index of large  companies  which operate in a wide variety of industries  and
   market   sectors  and  which   represent   over   two-thirds  of  the  market
   capitalization of all publicly traded common stocks in the United States.

   Assets invested in the Equity Index Fund are expressed in terms of units. The
   number of units credited to a participant's account will be determined by the
   amount of the participant's  contributions and the current value of each unit
   in the  Equity  Index  Fund.  The  value  of each  participant's  account  is
   determined  each  business  day by the  number of units to the  participant's
   credit, multiplied by the current unit value.

   Balanced Fund - Under this investment  option,  contributions are invested in
   equity and fixed income investments selected from opportunities  available in
   global  capital  markets,  including  large and small  capitalization  common
   stocks,  investment and non-investment grade bonds,  convertible  securities,
   real estate,  emerging market  investments,  and venture capital,  and may be
   issued by U.S. or non-U.S. issuers.

   From  time  to  time,   investment  managers  may  use  derivative  financial
   instruments  including  forward  exchange  contracts  and futures  contracts.
   Derivative  instruments  are used  primarily to mitigate  exposure to foreign
   exchange rate and interest rate fluctuations as well as manage the investment
   mix in the  portfolio.  The  Plan's  interest  in Funds  which  utilize  such
   financial  instruments is not considered  significant to the Plan's financial
   statements.

   Assets  invested in the Balanced Fund are expressed in terms of units and are
   valued in the same manner as noted above for the Equity Index Fund.

   Mutual Funds - This investment  option is comprised of many different  mutual
   funds  managed by  Fidelity  Investments.  Each  mutual  fund has a different
   objective and investment  strategy.  To pursue their  objectives,  the mutual
   fund managers invest in a wide variety of investments.  Complete  information
   about each mutual  fund's  objectives  and  investments  is contained in that
   fund's prospectus.

   Income Fund - Funds are invested in investment  contracts issued by insurance
   companies.  The issuing companies have agreed to provide this fund with a net
   fixed  or  floating  contract  interest  rate  that  is to be  earned  over a
   specified  period and payment of  principal  and  interest  upon  participant
   initiated  withdrawals  and/or  transfers  of  assets.  In  addition  to  the
   investment  contracts,  the Income Fund also  invests in a  short-term  fixed
   income portfolio (the "Fixed Income  Fund")which  invests in U.S.  Government
   debt obligations and cash.

                                      - 7 -






                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                  NOTES TO FINANCIAL STATEMENTS - Continued


   Other Investments:

   EDS Common Stock Fund - Effective  June 7, 1996, the net assets of Electronic
   Data Systems  ("EDS") were split-off from the net assets of the  Corporation.
   As a result,  the Class E Common  Stock  Fund was  changed  to the EDS Common
   Stock  Fund.  Also,  effective  June  7,  1996,  no new  contributions,  loan
   repayments,  or  exchanges  may be made  into  the  EDS  Common  Stock  Fund.
   Dividends, if any, paid on EDS common stock held by the Plan will be invested
   in an Income Fund investment option.  This fund will be eliminated five years
   from the effective date of the split-off.

   Assets  held in this fund are  expressed  in terms of units and not shares of
   stock. Each unit represents a proportionate  interest in all of the assets of
   this  fund.  The  value of each  participant's  account  is  determined  each
   business day by the number of units to the participant's  credit,  multiplied
   by the current unit value. The return on a participant's  investment is based
   on the value of units,  which,  in turn, is determined by the market price of
   EDS common stock and by the interest earned on short-term investments held by
   the fund.

   Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM spun-off
   the defense  electronics  business  of Hughes  Electronics,  a GM  subsidiary
   (Hughes Defense), to holders of GM $1-2/3 par value and Class H common stock,
   which was immediately  followed by the merger of Hughes Defense with Raytheon
   Company.  In connection with the above  transaction,  Raytheon Class A common
   stock was  distributed  to  holders of GM $1-2/3 par value and Class H common
   stocks.

   Such distribution  required the addition of the Raytheon Class A Common Stock
   Fund as an  investment  option.  The Raytheon  Class A Common Stock Fund will
   remain  in  the  Plan  through  December  31,  2002;   however,   no  further
   contributions  or  exchanges  from  any  other  investment  options  into the
   Raytheon  Class A Common  Stock  Fund will be  permitted  during  that  time.
   Dividends,  if any,  paid on Raytheon  Class A common  stock held by the Plan
   will be invested in an Income Fund  investment  option prior to allocation to
   participant's accounts.

   Assets  held in this fund are  expressed  in terms of units and not shares of
   stock. Each unit represents a proportionate  interest in all of the assets of
   this  fund.  The  value of each  participant's  account  is  determined  each
   business day by the number of units to the participant's  credit,  multiplied
   by the current unit value. The return on a participant's  investment is based
   on the value of units,  which,  in turn, is determined by the market price of
   the Raytheon  Class A common stock and by the interest  earned on  short-term
   investments held by the fund.

   Delphi  Common  Stock Fund - On May 28, 1999,  GM  completed  the spin-off of
   Delphi Automotive Systems (Delphi). In connection with that spin-off,  Delphi
   common stock was  distributed to holders of GM $1-2/3 par value common stock.
   Such distribution required the addition of the Delphi Common Stock Fund as an
   investment option.  Program  participants  holding units in the GM $1-2/3 par
   value Common Stock Fund were allocated  approximately .70 units in the Delphi
   Common  Stock Fund for each unit held in the GM $1-2/3 par value Common Stock
   Fund. Such distribution was recorded as a stock dividend, in which a total of
   $887  million  of Delphi  common  stock was  distributed  to GM $1-2/3 par
   value common stockholders.

   The Delphi Common Stock Fund will remain as an investment option; however, no
   further  contributions or exchanges from any other investment option into the
   Delphi Common Stock Fund will be permitted during that time.





                                      - 8 -
                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                  NOTES TO FINANCIAL STATEMENTS - Continued

   Assets  held in this fund are  expressed  in terms of units and not shares of
   stock. Each unit represents a proportionate  interest in all of the assets of
   this  fund.  The  value of each  participant's  account  is  determined  each
   business day by the number of units to the participant's  credit,  multiplied
   by the current unit value. The return on a participant's  investment is based
   on the value of units,  which,  in turn, is determined by the market price of
   Delphi common stock and by the interest earned on short-term investments held
   by the fund.

   PARTICIPANT  LOANS - Once each year,  eligible  participants  may borrow from
   their plan  accounts.  The amount and term of the loans are limited under the
   Plan. The loan interest rate will be established  once each quarter at a rate
   equal to the prevailing prime lending rate as of the last business day of the
   previous  quarter.  Interest  paid  on the  loans  is  credited  back  to the
   borrowing  participant's  account in the Plan.  Loans not  repaid  within the
   provisions  of the Plan are  deemed to be  distributions  from  participants'
   accounts.

B.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   The  significant  accounting  policies  followed  in the  preparation  of the
   accompanying financial statements are as follows:

   oThe  financial   statements  of  the  Plan  are  prepared  under  accounting
    principles  generally  accepted  in the United  States of America  using the
    accrual method of accounting.

   oInvestments are stated at fair value, except for investment contracts, which
    are stated at contract  value.  Fair values are  calculated  by reference to
    published  market  quotations,  where  available;  where not  available  for
    certain common & collective trusts,  various bases, including cost, are used
    in  determining   estimates  of  fair  values.   Contract  value  represents
    contributions  made under the  investment  contracts,  plus  interest,  less
    withdrawals  or  administrative  expenses  charged  by  the  issuer  of  the
    contract.

   oSecurity transactions are recorded on the trade date.

   oInvestment  income  is  recognized  as  earned  based  on the  terms  of the
    investments  and the periods during which the  investments  are owned by the
    Plan.

   The preparation of financial statements in accordance with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that  affect  amounts  reported  therein.  Due  to the  inherent  uncertainty
   involved in making  estimates,  actual results reported in future periods may
   differ from those estimates.

C.  INVESTMENTS

   The following  table  presents  investments  that represent 5% or more of the
   Plan's net assets:

                                              1999                  1998
                                          -----------           -----------
  * Value of interest in General
      Motors Savings Plan Master
      Trust (Note D)                       $2,807,256            $2,482,016
    Mutual funds                            2,706,975             2,137,169
    Investment contracts                    2,436,337             2,252,590

   *Both participant-directed and nonparticipant-directed

   The average  yield on guaranteed  investment  contracts was 6.2% and 6.0% for
   the years ended December 31, 1999 and 1998,  respectively.  The fair value of
   investment contracts exceeded contract value by approximately $97 million and
   $82 million as of December 31, 1999 and 1998, respectively.
                                      - 9 -
                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                  NOTES TO FINANCIAL STATEMENTS - Continued

D.  THE MASTER TRUST

   The  Corporation  established  the General  Motors Savings Plans Master Trust
   (the "Master Trust")  pursuant to a trust  agreement  among the  Corporation,
   Saturn Corporation, and State Street Bank and Trust, as trustee of the funds,
   in order to  permit  the  commingling  of trust  assets of  several  employee
   benefit plans for investment and administrative  purposes.  The assets of the
   Master Trust are held by State Street Bank and Trust.

   Employee  benefit plans  participating in the Master Trust as of December 31,
   1999 include the following:

   o  General Motors Savings-Stock Purchase Program for Salaried Employees in
      the United States
   o  General Motors Personal Savings Plan for Hourly-Rate Employees in the
      United States
   o  Saturn Individual Savings Plan for Represented Members

   Each participating employee benefit plan has an undivided interest in the net
   assets and changes therein of each of the master trust investment options.

   The net  investment  income of each of the Master Trust  investment  funds is
   allocated  by the  trustee to each  participating  plan based on that  plan's
   interest in each Master Trust  investment  fund,  as compared  with the total
   interest in each Master Trust investment fund of all the participating  plans
   at the beginning of the month.

   As of December 31, 1999 and 1998,  the Plan had  approximately  a 29% and 26%
   interest in the Master Trust, respectively.

   The net assets  available  for  benefits  of all  participating  plans in the
   commingled  accounts of the Master  Trust at  December  31, 1999 and 1998 are
   summarized as follows (dollars in thousands):

   ASSETS:                                                1999         1998
                                                     ---------    ---------

      Investments                                    9,618,760    9,478,662

      Receivables:
         Due from broker for investments sold                0       21,444
         Accrued investment income                         249        4,979
                                                     ---------    ---------
      Total receivables                                    249       26,423
                                                     ---------    ---------
            Total assets                            $9,619,009   $9,505,085
                                                     =========    =========

   Liabilities -
      Due to broker for securities purchased               345        1,627
                                                     ---------    ---------
   Net assets available for benefits                $9,618,664   $9,503,458
                                                     =========    =========















                                     - 10 -

                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
                  NOTES TO FINANCIAL STATEMENTS - Concluded

   The total investment earnings of all participating plans in the commingled
   accounts of the Master  Trust for the years ended  December 31, 1999 and 1998
   is summarized as follows (dollars in thousands):
                                                        1999           1998
                                                     ---------    ---------

   Interest                                             $2,369       $3,993
   Dividends                                            31,009      132,901
   Stock dividend                                      886,886
   Net appreciation in fair value of investments     1,700,783    1,775,327
                                                     ---------    ---------
   Total investment earnings                        $2,621,047   $1,912,221
                                                     =========    =========


E.  TRANSFER TO DELPHI

   On April 12, 1999, the GM Board of Directors approved the complete separation
   of Delphi by means of a spin-off,  which was completed on May 28, 1999. Prior
   to the spin-off, GM established the Delphi Personal Savings Plan (the "Delphi
   Plan"),  modeled  after the GM Plan.  On May 28,  1999,  assets  representing
   Delphi participants'  holdings in the GM Plan were transferred and reinvested
   under the  corresponding  investment  options in the Delphi  Plan.  The total
   amount  transferred  to the Delphi Plan was $454 million.  As a result of the
   separation,  the  Delphi  Plan was  separated  from  the GM Plan,  and is now
   administered by Delphi as a separate plan.

F.  TERMINATION OF THE PLAN

   Although it has not  expressed any intent to do so, the  Corporation  has the
   right  to  terminate  the Plan  subject  to the  provisions  of  ERISA.  Such
   termination of the Plan, if any, would not affect a participant's interest in
   assets already in the Plan.

G.  FEDERAL INCOME TAXES

   In August  1997,  the Plan was  determined  by the IRS to be a  tax-qualified
   employee benefit plan, meeting the requirements of Sections 401(a) and 401(k)
   of the Internal Revenue Code of 1986, as amended (the "Code"),  and the Trust
   established thereunder was determined to be exempt from United States Federal
   income taxes under Section 501(a) of the Code.  The Plan's  fiduciary and tax
   counsel  believe that the Plan is designed and  currently  being  operated in
   compliance  with the  applicable  requirements  of the Code, and therefore no
   provision  for  income  taxes  has  been  included  in the  Plan's  financial
   statements.

H.  SUBSEQUENT EVENTS

   Effective  April 1, 2000,  twenty-one new  investment  fund options were made
   available to Plan participants.  Sixteen of the funds are Promark Funds which
   are included in the commingled  accounts of the Master Trust.  Three Fidelity
   mutual fund  investment  options,  the Fidelity  Capital & Income  Fund,  the
   Fidelity Emerging Markets Fund, and the Fidelity New Markets Income Fund were
   added, and two socially oriented funds, the Domini Social Equity Fund and the
   Neuberger Berman Socially Responsive Trust were added. In addition, the names
   of the Equity Index Fund, the Income Fund, and the Balanced Fund were changed
   to the Promark Large Cap Index Fund, the Promark Income Fund, and the Promark
   Balanced  Fund,  respectively.   Participants  should  refer  to  the  Plan's
   prospectus for further information  regarding the investment strategy of each
   investment  fund option and the risks  associated  with each  investment fund
   option.


                                     - 11 -







                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

               SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                           AS OF DECEMBER 31, 1999


                                                                        Current
        Description of Investment                       Cost            Value
- ------------------------------------------------   --------------  -------------
                                                       (Dollars in Thousands)
Value of Interest in the Commingled Accounts of
the General Motors Savings Plans Master Trust*         $2,171,846    $2,807,256

  Fixed Income Fund                                       218,143       218,143

  Loan Fund*                                                            393,532

  Fidelity Mutual Funds*:
  ----------------------------
  Fidelity                                                 68,331        77,291
  Puritan                                                  47,882        45,554
  Trend                                                     5,648         6,204
  Magellan                                                224,531       246,846
  Contra Fund                                             241,775       249,988
  Equity Income                                            77,089        73,346
  Growth Company                                           97,368       127,844
  Investment Grade                                         14,324        13,638
  Growth & Income                                         198,117       203,061
  Value                                                    44,327        39,655
  Government Income                                        17,655        16,876
  Retirement Growth                                        40,199        47,678
  OTC Portfolio                                            86,941       115,615
  Overseas                                                 21,822        26,388
  Europe                                                   26,919        29,819
  Pacific Basin                                            46,580        65,150
  Real Estate                                               7,218         6,840
  Balanced Fund                                            28,111        26,001
  International Growth & Income                            10,246        12,135
  Capital Appreciation                                     20,367        24,498
  Convertible Securities                                    6,211         7,598
  Canada                                                    1,499         1,910
  Utilities                                                32,147        34,111
  Blue Chip                                               296,527       345,315
  Asset Manager                                            17,185        18,015
  Disciplined Equity                                       19,312        19,759
  Low-Priced Stock                                         25,300        25,167
  Worldwide                                                18,167        20,887
  Equity Income II                                        139,420       128,133
  Stock Selector                                           23,588        25,706
  Asset Manager - Growth                                   19,430        20,152
  Aggressive Growth Fund                                  182,014       236,182
  Diversified International                                20,529        25,744
  Asset Manager - Income                                    5,168         5,094
  Dividend Growth                                         196,777       193,719
  Fidelity Exp & Multinational Fund                        26,443        29,805
  Fidelity Global Balanced                                  1,375         1,572
  Fidelity Small Cap Stock                                 15,811        18,042
  Fidelity Mid Cap Stock                                   17,547        20,465
  Freedom Income Fund                                       3,286         3,321
  Freedom 2000 Fund                                         5,813         6,030
  Freedom 2010 Fund                                        16,078        17,506
  Freedom 2020 Fund                                         7,471         8,384
  Freedom 2030 Fund                                         5,239         5,851
  Fidelity International Bond                               2,061         2,039
  Fidelity Fifty                                           29,169        32,041
                                                        ---------     ---------
  Total Mutual Funds                                   $2,459,017    $2,706,975
                                                        =========     =========

                                     - 12 -

                    THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

               SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                           AS OF DECEMBER 31, 1999
                                    Concluded




                                                                                          Current
     Description of Investment                                            Cost             Value
- ---------------------------------------------------------------      --------------   -------------
                                                                         (Dollars in Thousands)

Investment Contracts:      Maturity
   Issuing Company         Date             Contract      Rate
   ------------------      ----------     -----------   -------
                                                                         
  Metropolitan Life           N/A            GA13653    Variable         $552,407       $552,407
  Metropolitan Life           N/A           GAC24597    Variable          358,866        358,866
  Metropolitan Life          9/1/03          GA13635    Variable          600,280        600,280
  New York Life            12/31/01       GA30331002      6.55%           233,017        233,017
  New York Life              2/4/02       GA30331003      6.86%            55,492         55,492
  John Hancock              6/30/00           GA8504      6.48%           173,908        173,908
  John Hancock                N/A             GA7921      6.13%           184,543        184,543
  John Hancock              6/30/99          GAC7878      6.14%           277,824        277,824
                                                                        ---------      ---------
  Total Investment Contracts                                            2,436,337      2,436,337
                                                                        ---------      ---------
  Total Investments                                                    $7,285,343     $8,562,243
                                                                        =========      =========



 *Party-in-Interest



















                                     - 13 -






                   THE GENERAL MOTORS PERSONAL SAVINGS PLAN
                FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES

                       SCHEDULE OF REPORTABLE TRANSACTIONS
                     FOR THE YEAR ENDED DECEMBER 31, 1999
                             (Dollars in Thousands)


                                                            Purchases                Sales
                                                            ---------     ---------------------------------------
Identity of                                                  Purchase      Sales        Original        Net Gain
Party/Broker         Description of Asset                     Price        Price          Cost           (Loss)
- ------------         --------------------------------       ---------     -------     ------------   ------------
                                              SERIES REPORTABLE TRANSACTIONS
                                         ------------------------------------------
                                                                                        

State Street Bank    Fixed Income Fund
  and Trust          (155 purchases, 153 sales)            $1,294,933     $1,323,749     $1,323,749       $  -
































                                     - 14 -