EXHIBIT 4.2

                           GENERAL MOTORS CORPORATION

                                       and

                                CITIBANK, N.A. as

                                     Trustee

                          THIRD SUPPLEMENTAL INDENTURE

                          Dated as of November 5, 2004

                             SUPPLEMENTAL INDENTURE

      THIRD SUPPLEMENTAL INDENTURE, dated as of November 5, 2004, between
GENERAL MOTORS CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), and CITIBANK, N.A., a national
banking association duly organized and existing under the laws of the United
States of America (the "Trustee," which term shall include any successor trustee
appointed pursuant to Article Seven of the Indenture (as defined below)).

                                   WITNESSETH:

      WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Indenture, dated as of December 7, 1995 (the "Indenture"),
providing for the issuance from time to time of one or more series of debt
securities evidencing unsecured indebtedness of the Company, the First
Supplemental Indenture, dated as of March 4, 2002, and the Second Supplemental
Indenture, dated as of the date hereof. Terms used in this Third Supplemental
Indenture which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

      WHEREAS, in March 2002, pursuant to the Indenture, the Company issued $2.6
billion of 5.25 percent Series B Convertible Senior Debentures due March 6, 2032
(the "Series B Debentures").

      WHEREAS, the provisions of the Series B Debentures are set forth in the
Global Note evidencing the Series B Debentures.

      WHEREAS, the terms of the Series B Debentures permit the Company to elect
(in its sole discretion) to deliver cash or Company common stock, or a
combination of cash and Company common stock, upon certain conversion events and
repurchase events specified in the Series B Debentures.

      WHEREAS, the Company desires to limit in certain respects its rights to
elect to deliver Company common stock in connection with any such future
conversion and repurchase events with respect to the Series B Debentures.

      WHEREAS, the Trustee, pursuant to Section 10.01 of the Indenture, is
authorized to join with the Company in the execution of any supplemental
indenture made pursuant thereto and to make any further appropriate agreements
and stipulations which may be contained therein.

      NOW, THEREFORE, in furtherance of the premises herein, the Company and the
Trustee hereby stipulate as follows:

      Section 1. Section 1 of each outstanding Series B Debenture and all Series
B Debentures hereafter issued (as a result of transfer, further issuances or
otherwise) shall hereby be irrevocably amended as provided in this Section,
without any further action on the part of the Company, the Trustee or any holder
of Series B Debentures. The following two sentences shall be added at the end of
the second paragraph of Section 1 of the Series B Debentures as follows:


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      "Notwithstanding any other provision herein to the contrary, in connection
with all such conversions of Series B Debentures, the Company shall make the
election referenced above to pay cash, in lieu of the issuance of shares of
Common Stock, with respect to a number of Series B Debentures being converted as
of any Conversion Date that is at least equal to the quotient determined by
dividing (i) the aggregate principal amount of all Series B Debentures being
converted as of such Conversion Date by (ii) the product of (A) the Conversion
Rate multiplied by (B) the Closing Sale Price of the Common Stock on such
Conversion Date, rounded up to the nearest whole number. For the avoidance of
doubt, the Company retains the right to pay cash in lieu of shares of Common
Stock, or to deliver shares of Common Stock with respect to any other Series B
Debentures being converted as of any such Conversion Date."

      Section 2. Section 2 of each outstanding Series B Debenture and all Series
B Debentures hereafter issued (as a result of transfer, further issuances or
otherwise) shall hereby be irrevocably amended as provided in this Section,
without any further action on the part of the Company, the Trustee or any holder
of Series B Debentures. A new third sentence to the second paragraph of Section
2 shall be added as follows:

      "Notwithstanding any other provision herein to the contrary, in connection
with all Principal Value Conversions of Series B Debentures, the Company shall
opt to pay only cash, in lieu of the issuance of shares of Common Stock."

      Section 3. Section 5 of each outstanding Series B Debenture and all Series
B Debentures hereafter issued (as a result of transfer, further issuances or
otherwise) shall hereby be irrevocably amended as provided in this Section,
without any further action on the part of the Company, the Trustee or any holder
of Series B Debentures. A new second sentence to the second paragraph of Section
5 shall be added as follows:

            "Notwithstanding any other provision herein to the contrary, in
connection with all purchases of Series B Debentures pursuant to this Section 5,
the Company shall elect to pay for such Series B Debentures only in cash,
subject to the conditions set forth herein. "

      Section 4. Section 6 of each outstanding Series B Debenture and all Series
B Debentures hereafter issued (as a result of transfer, further issuances or
otherwise) shall hereby be irrevocably amended as provided in this Section,
without any further action on the part of the Company, the Trustee or any holder
of Series B Debentures. A new second sentence to the third paragraph of Section
6 shall be added as follows:

            "Notwithstanding any other provision herein to the contrary, in
connection with all purchases of Series B Debentures pursuant to this Section 6,
the Company shall elect to pay for such Series B Debentures only in cash,
subject to the conditions set forth herein. "

      Section 5. Recitals. The recitals contained herein shall be taken on the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Third Supplemental Indenture.

      Section  6.  Counterparts.  This  Third  Supplemental  Indenture  may be
executed in any number of  counterparts,  each of which shall be an  original;
but  such  counterparts  shall  together  constitute  but  one  and  the  same
instrument.

      Section 7. New York Contract. This Third Supplemental Indenture shall be
deemed to be a contract made under the law of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws of the
said State, regardless of the laws that might otherwise govern under applicable
New York principles of conflicts of law and except as may otherwise be required
by mandatory provisions of law. Any claims or proceedings in respect of this
Third Supplemental Indenture shall be heard in a federal or state court located
in the State of New York.

                                    * * * * *


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      IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed.


                                                GENERAL MOTORS CORPORATION

                                                By: /s/ Walter G. Borst
                                                    --------------------------
                                                Name: Walter G. Borst
                                                Title: Treasurer


                                                CITIBANK, N.A., as Trustee

                                                By: /s/ Wafaa Orfy
                                                    --------------------------
                                                Name: Wafaa Orfy
                                                Title: Vice President





























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