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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 8-K
 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 Date of Report: April 2, 2006
 (Date of earliest event reported)
 GENERAL MOTORS CORPORATION
  Delaware
    
    1-143
    
    38-0572515(State or other jurisdiction
of incorporation)
    
    (Commission
File Number)
    
    (I.R.S. Employer
Identification No.)300 Renaissance Center, Detroit, Michigan
    
    48265-3000(Address of principal executive offices)
    
    (Zip Code)
 (313) 556-5000
 Not Applicable
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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TABLE OF CONTENTS  ITEM 1.01. Entry into a Material Definitive AgreementITEM 8.01. Other EventsITEM 9.01. Financial Statements and ExhibitsSIGNATURESEXHIBIT INDEXPurchase and Sale Agreement dated as of April 2, 2006Press Release dated April 3, 2006Materials presented to Investors dated April 3, 2006    Table of Contents  
 ITEM 1.01. Entry into a Material Definitive Agreement




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Cautionary Statement
   
 ITEM 8.01. Other Events
  Forward-Looking Statements
  
    
    The ability of GM to realize production efficiencies, to achieve reductions in costs as
a result of the turnaround restructuring and health care cost reductions and to implement
capital expenditures at levels and times planned by management;
    
    Receipt of regulatory approvals needed to complete the Acquisition;
    
    The pace of product introductions;
    
    Market acceptance of GMs new products;
    
    Significant changes in the competitive environment and the effect of competition in the
Corporations markets, including on GMs pricing policies;
    
    Our ability to maintain adequate liquidity and financing sources and an appropriate
level of debt;
    
    Restrictions on GMACs and ResCaps ability to pay dividends and prepay subordinated
debt obligations to us;
    
    Changes in the existing, or the adoption of new, laws, regulations, policies or other
activities of governments, agencies and similar organizations where such actions may affect
the production, licensing, distribution or sale of our products, the cost thereof or
applicable tax rates;
    
    Costs and risks associated with litigation;
    
    The final results of investigations and inquiries by the SEC;
    
    Changes in our accounting principles, or their application or interpretation, and our
ability to make estimates and the assumptions underlying the estimates, including the range
of estimates for the Delphi pension benefit guarantees, which could result in an impact on
earnings;
    
    Changes in relations with unions and employees/retirees and the legal interpretations of
the agreements




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with those unions with regard to employees/retirees;
    
    Negotiations and bankruptcy court actions with respect to Delphis obligations to GM,
negotiations with respect to GMs obligations under the pension benefit guarantees to
Delphi employees, and GMs ability to recover any indemnity claims against Delphi;
    
    Labor strikes or work stoppages at GM or its key suppliers such as Delphi or financial
difficulties at GMs key suppliers such as Delphi;
    
    Additional credit rating downgrades and the effects thereof;
    
    The effect of a potential sale or other extraordinary transaction involving GMAC on the
results of GMs and GMACs operations and liquidity;
    
    Other factors affecting financing and insurance operating segments results of
operations and financial condition such as credit ratings, adequate access to the market,
changes in the residual value of off-lease vehicles, changes in U.S. government-sponsored
mortgage programs or disruptions in the markets in which our mortgage subsidiaries operate,
and changes in our contractual servicing rights;
    
    Shortages of and price increases for fuel; and
    
    Changes in economic conditions, commodity prices, currency exchange rates or political
stability in the markets in which we operate.
  
    
    The ability of GM to complete a transaction regarding a controlling interest in GMAC
while maintaining a significant stake in GMAC, securing separate credit ratings and low
cost funding to sustain growth for GMAC and ResCap, and maintaining the mutually beneficial
relationship between GMAC and GM;
    
    Significant changes in the competitive environment and the effect of competition in the
Corporations markets, including on the Corporations pricing policies;
    
    Our ability to maintain adequate financing sources;
    
    Our ability to maintain an appropriate level of debt;
    
    The profitability and financial condition of GM, including changes in production or
sales of GM vehicles, risks based on GMs contingent benefit guarantees and the possibility
of labor strikes or work stoppages at GM or at key suppliers such as Delphi;
    
    Funding obligations under GM and its subsidiaries qualified U.S. defined benefits pension plans;
    
    Restrictions on ResCaps ability to pay dividends and prepay subordinated debt obligations to us;
    
    Changes in the residual value of off-lease vehicles;
    
    Changes in U.S. government-sponsored mortgage programs or disruptions in the markets in
which our mortgage subsidiaries operate;
    
    Changes in our contractual servicing rights;
    
    Costs and risks associated with litigation;
    
    Changes in our accounting assumptions that may require or that result from changes in
the accounting rules or their application, which could result in an impact on earnings;
    
    Changes in the credit ratings of GMAC or GM;
    
    The threat of natural calamities;
    
    Changes in economic conditions, currency exchange rates or political stability in the
markets in which we operate; and
    
    Changes in the existing, or the adoption of new, laws, regulations, policies or other
activities of governments, agencies and similar organizations.




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ITEM 9.01. Financial Statements and Exhibits
 Exhibit No.
    
    Description2.1
    
    Purchase and Sale Agreement, dated as of April 2, 2006, by and
among General Motors Corporation, General Motors Acceptance
Corporation, GM Finance Co. Holdings Inc. and FIM Holdings
LLC.99.1
    
    Press release dated April 3, 2006 issued by General Motors
Corporation announcing the execution of the Purchase and Sale
Agreement.99.2
    
    Materials presented to investors, dated April 3, 2006




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SIGNATURES
  Dated: April 3, 2006GENERAL MOTORS CORPORATIONBy: /s/ Peter R. BibleName: Peter R. BibleTitle: Chief Accounting Officer




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    Purchase and Sale Agreement, dated as of April 2, 2006, by and
among General Motors Corporation, General Motors Acceptance
Corporation, GM Finance Co. Holdings Inc. and FIM Holdings
LLC.99.1
    
    Press release dated April 3, 2006 issued by General Motors
Corporation announcing the execution of the Purchase and Sale
Agreement.99.2
    
    Materials presented to investors, dated April 3, 2006