Washington, D.C. 20549-1004

                                    FORM 8-K
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) October 15, 2001

                           GENERAL MOTORS CORPORATION
             (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                        Identification No.)

   300 Renaissance Center, Detroit, Michigan                 48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

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

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      On October 15, 2001, Standard & Poor's issued the following news release
regarding General Motors Corporation's (GM) credit rating outlook. The release
is as follows:

              General Motors Corp., Ford Motor Co. Ratings Lowered;
                        Off CreditWatch; Outlooks Stable

NEW YORK (Standard & Poor's) Oct. 15,  2001--Standard & Poor's today lowered its
ratings on General  Motors  Corp.,  Ford Motor Co., and their  related  entities
(including  Ford's  subsidiary,  Hertz Corp.;  see separate press release).  All
ratings are removed from  CreditWatch,  where they were placed on Aug. 17, 2001.
(see list below). The outlooks on both companies are now stable.

     Standard & Poor's long-term ratings on DaimlerChrysler AG and its related
entities remain on CreditWatch with negative implications, where they were
placed on Sept. 18, 2001.

     The downgrades reflect Standard & Poor's concerns about the long-range
profit potential of both GM and Ford, in light of secular deterioration in
industry fundamentals. Intensifying price competition in the companies' core
North American market has resulted in significant declines in profitability this
year, notwithstanding industry demand that has been far stronger than previously
assumed. This bodes ill for the companies' future financial performance, if--as
Standard & Poor's now anticipates--a more pronounced cyclical downturn unfolds.

     Moreover, both companies face the prospect of diminished earnings
contributions from their sport utility vehicles and pickup trucks, which have
accounted for a disproportionately large share of overall profits, given the
ongoing proliferation of competing product entries, coupled with slower demand

     In order to better confront these challenges, GM and Ford are accelerating
their cost cutting efforts in North America--which Standard & Poor's believes
could entail costly rationalization of production capacity--while also seeking
to enhance the effectiveness of their new product development activities. It is
highly uncertain if such actions will be sufficient to overcome adverse industry

     Both Ford and GM are diversified geographically. However, their non-North
American automotive operations are currently not meaningful contributors to
earnings or cash flow, and this is likely to remain the case for the next few
years. Cost cutting and a renewal of product offerings have benefited Ford's
European operations, but they remain only modestly profitable. GM's European
operations have generated heavy losses since mid-2000, and management has
indicated that an extensive restructuring plan is currently being developed. The
economic environment in Latin America is deteriorating, and this will likely
preclude further recovery of the important Brazilian market. Moreover, certain
affiliates--including Mazda Motor Corp. (33.4% owned by Ford) and Isuzu Motors
Ltd. (49% owned by GM)--are also performing poorly.

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     Weaker operating cash flow, coupled with acquisitions and distributions to
shareholders, have resulted in a significant reduction in the liquidity
positions of Ford and GM. Moreover, both companies have large unfunded benefits
obligations. Ford's finance unit, Ford Motor Credit Co., is aggressively
capitalized. A particular concern for GM is the option of Fiat SpA to put to GM
its remaining 80% stake in its unit, Fiat Auto, starting in 2004. (GM acquired
20% of Fiat Auto last year for $2.4 billion.) Also, Standard & Poor's had viewed
GM's remaining 33% ownership interest in Hughes Electronics Corp. as an
important potential source of liquidity, but the value of this stake has eroded
drastically in recent months.

     Through its Chrysler unit, DaimlerChrysler AG (A-/Watch Neg/A-2) is exposed
to the same adverse industry developments in North America that are affecting GM
and Ford. Indeed, Chrysler's sales performance has been alarmingly weak over the
past two months, which raises questions about the ultimate effectiveness of the
restructuring actions initiated earlier this year. Standard & Poor's expects to
complete its review of DaimlerChrysler's long-term ratings in the next few

     OUTLOOK: STABLE (Ford Motor Co. and General Motors Corp.)

     Further rating changes within the next few years are unlikely. The current
ratings take into account the expectation that financial performance could be
relatively weak for a sustained period, but also incorporate the assumption that
restructuring actions will eventually restore earnings and cash flow to more
acceptable levels. Although GM and Ford are now expected to have diminished
access to the commercial paper market, their overall financial flexibility
continues to be above average because of their remaining cash positions, ample
contractually committed credit facilities, exceptional capital markets access,
and ability to securitize finance assets.



General Motors Corp.                        To                   From

   Corporate credit rating                  BBB+                 A

   Short-term corporate credit rating       A-2                  A-1

   Senior unsecured debt                    BBB+                 A

   Equipment trust certificates             BBB+                 A

   Commercial paper                         A-2                  A-1

   Senior unsecured shelf debt (prelim.)    BBB+                 A

General Motors Acceptance Corp.

   Corporate credit rating                  BBB+                 A

   Short-term corporate credit rating       A-2                  A-1

   Senior unsecured debt                    BBB+                 A

   Commercial paper                         A-2                  A-1

   Senior unsecured shelf debt (prelim.)    BBB+                 A

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

                                            GENERAL MOTORS CORPORATION
Date    October 15, 2001
                                            /s/Peter R. Bible
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

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