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GENERAL MOTORS COMMON STOCK OFFER

 GENERAL MOTORS COMMON STOCK OFFER
 NEW YORK, Aug. 28 /PRNewswire/ -- General Motors Corporation


(NYSE: GM) has filed a registration statement with the Securities and Exchange Commission (SEC) relating to a public offering of 25.0 million shares of GM Class H common stock (Class H). The offering will include 21.5 million shares of Class H stock acquired by General Dynamics Corporation as a result of the sale of its missile business to Hughes Aircraft Company, a subsidiary of General Motors Hughes Electronics (GMHE), which is wholly owned by General Motors. The balance of the Class H stock being offered will be newly issued shares of General Motors.
 Class H is one of three classes of General Motors common stock and is listed under the symbol GMH on the New York Stock Exchange. It is designed to provide holders with financial returns based on the performance of GMHE, a holding company comprised of Delco Electronics Corporation and Hughes Aircraft Company. GM is a manufacturer of motor vehicles, and through GMHE is a supplier of automotive electronics and defense electronics systems, and a manufacturer, private owner and operator of communications satellites. GM, not GMHE, is the issuer of Class H stock.
 Gross proceeds from the offering (based on the Class H closing price of $24.50 on Aug. 27) could approximate $612 million, or an aggregate of approximately $704 million if the underwriters' 15 percent overallotment option is exercised. The principal purpose of this offering is to provide for the public sale of General Dynamics' 21.5 million shares of Class H stock. The offering is also intended to broaden the public trading market for Class H stock and thereby increase the liquidity of Class H stock. Proceeds from the offering beyond the 21.5 million shares will be used by General Motors for general corporate purposes.
 Merrill Lynch & Co. will be the lead manager on the proposed offering. Serving as co-managers are Lehman Brothers, Morgan Stanley & Co., Salomon Brothers Inc. and Cowen & Company. Approximately 20 percent of the shares will be offered outside of the United States.
 A registration statement relating to these securities has been filed with the SEC but has not become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 When available, a copy of the prospectus may be obtained from Merrill Lynch & Co., Prospectus Department, 250 Vesey St., 5th Floor, North Tower, New York, N.Y. 10128 or from the co-managers.
 -0- 8/28/92
 /CONTACT: William B. Winters of General Motors, 212-418-6380/
 (GM) CO: General Motors Corporation ST: New York IN: AUT SU: OFR


TS-PS -- NY003 -- 4298 08/28/92 10:29 EDT
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Publication:PR Newswire
Date:Aug 28, 1992
Words:504
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