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GM Concludes Offer to Exchange Outstanding Series D and G Preference Stocks For New Securities

3 July 1997

GM Concludes Offer to Exchange Outstanding Series D and G Preference Stocks For New Securities

    NEW YORK, July 3 -- General Motors Corporation
today announced that offers to exchange shares of its currently outstanding
Series D and G Preference Stocks for newly created Trust Originated Preferred
Securities (TOPrS)(SM) expired as originally scheduled at 12:00 Midnight,
Eastern Time, on Wednesday, July 2, 1997.
    Based on a preliminary count, the following approximate numbers of shares
were tendered in offers that commenced on June 3, 1997:
    -- 3,049,930 (approximately 50.25 percent) of the outstanding depositary
shares, each representing one-fourth of a share of GM Series D 7.92%
Preference Stock, for 8.67% TOPrS issued by General Motors Capital Trust D
(68,048 shares of which were tendered by guaranteed delivery); and
    -- 5,063,308 (approximately 50.23 percent) of the outstanding depositary
shares, each representing one-fourth of a share of GM Series G 9.12%
Preference Stock, for 9.87% TOPrS issued by General Motors Capital Trust G.
(54,473 shares of which were tendered by guaranteed delivery).
    Based on this preliminary count:
    -- 3,019,979 depositary shares, each representing one-fourth of a share of
GM Series D 7.92% Preference Stock, remain outstanding at the expiration of
the offers; and
    -- 5,016,591 depositary shares, each representing one-fourth of a share of
GM Series G 9.12% Preference Stock, remain outstanding at the expiration of
the offers.
    In accordance with the terms of each of the offers, no tendered shares in
either offer were subject to proration.
    TOPrS is a financial instrument representing the right to receive certain
distributions from a Trust.  The property of each Trust will consist solely of
junior subordinated debentures issued by GM.
    Merrill Lynch & Co., Smith Barney Inc., Morgan Stanley Dean Witter,
PaineWebber Incorporated and Prudential Securities Incorporated were retained
as dealer managers to solicit exchanges of depositary shares for the TOPrS.
    Trust Originated Preferred Securities(SM) (TOPrS)(SM) is a service mark of
Merrill Lynch & Co.

SOURCE  General Motors Corporation