UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004
                                    FORM 11-K

 X  ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934


For the year ended December 31, 2007
                   -----------------


                  OR


    TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934


For the transition period from                     to
                              -------------------      ---------------------


Commission file number 2-14960
                       -------



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                 ----------------------------------------------
                            (Full title of the plan)


                           General Motors Corporation
              300 Renaissance Center, Detroit, Michigan 48265-3000
             ------------------------------------------------------
               (Name of issuer of the securities held pursuant to
                    the plan and the address of its principal
                               executive offices)



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


          Notices and communications from the Securities
          and Exchange Commission relative to this report
          should be forwarded to:



                                       Nick S. Cyprus
                                       Controller and Chief Accounting Officer
                                       General Motors Corporation
                                       300 Renaissance Center
                                       Detroit, Michigan  48265-3000












                                        1






FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------

(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE                 Page No.
    ----------------------------------------------                 --------

     General Motors Savings-Stock Purchase
      Program for Salaried Employees in the United States:
        Report of Independent Registered Public Accounting Firm        3
      Statements of Assets Available for Benefits as of
        December 31, 2007 and 2006                                     4
      Statement of Changes in Assets Available for
        Benefits for the Year Ended December 31, 2007                  5
      Notes to Financial Statements                                    6
      Supplemental Schedule, Form 5500, Schedule H, Part IV,
        Line 4i  -  Schedule of Assets (Held at End of Year)
        as of December 31, 2007                                       16

All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.


(b) EXHIBIT
    -------

     Exhibit 23 - Consent of Independent Registered Public Accounting Firm




                                    SIGNATURE


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



                                             General Motors Savings-Stock
                                             Purchase Program for Salaried
                                             Employees in the United States
                                             ------------------------------
                                                    (Name of plan)



Date   June 26, 2008                     By:
       -------------

                                             /s/G. Richard Wagoner, Jr
                                            -----------------------------------
                                             (G. Richard Wagoner, Jr., Chairman
                                              of the Board of Directors)







                                        2







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator of
General Motors Savings-Stock Purchase Program
for Salaried Employees in the United States:

We have audited the accompanying statements of assets available for benefits of
General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States (the "Program") as of December 31, 2007 and 2006, and the related
statement of changes in assets available for benefits for the year ended
December 31, 2007. These financial statements are the responsibility of the
Program's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Program is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Program's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Program as of December 31,
2007 and 2006, and the changes in assets available for benefits for the year
ended December 31, 2007 in conformity with accounting principles generally
accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2007, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Program's management. Such supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic 2007
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.


/s/ DELOITTE & TOUCHE LLP
-------------------------
Deloitte & Touche LLP


Detroit, Michigan
June 25, 2008







                                        3





                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES

                   STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
                        AS OF DECEMBER 31, 2007 AND 2006


                                              2007            2006
                                           -------         -------
                                         (dollars in thousands)
ASSETS:

   Investment in General Motors Savings
     Plans Master Trust (Note 4):
     Investments, at fair value         $11,503,379      $11,923,674
     Loans                                  200,162          210,737

   Employee contributions receivable         15,656           13,505
   Employer contributions receivable          3,398              482
                                         ----------       ----------


ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE                           $11,722,595      $12,148,398
                                         ----------       ----------

Adjustment from fair value to contract
value for interest in common collective
trusts relating to fully benefit-
responsive investment contracts             116,358          (18,960)
                                         ----------       ----------

ASSETS AVAILABLE FOR BENEFITS           $11,838,953      $12,129,438
                                         ==========       ==========



Reference should be made to the Notes to Financial Statements.












                                        4





                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES

              STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
           FOR THE YEAR ENDED DECEMBER 31, 2007 (dollars in thousands)


ADDITIONS:

   Net investment gain from General
   Motors Savings Plans Master Trust (Note 4)         $779,524

     Employer contributions                             82,043
     Employee contributions                            339,072

                                                    ----------

   Total additions                                   1,200,639

DEDUCTIONS:

    Distributions to participants                  (1,487,579)


   TRANSFERS OUT (Note 5)                              (3,545)
                                                    ----------

NET DECREASE                                         (290,485)

ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year                                12,129,438
                                                    ----------

   End of year                                     $11,838,953
                                                    ==========


Reference should be made to the Notes to Financial Statements.












                                        5



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                          NOTES TO FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2007 AND 2006 AND
                      FOR THE YEAR ENDED DECEMBER 31, 2007

1. DESCRIPTION OF THE PROGRAM

  Following is a brief description of the Program that is provided for general
  information purposes only. Participants should refer to the Program document
  and prospectus for a complete description of the Program's provisions.

  GENERAL - General Motors Corporation (the "Corporation", "GM") has established
  the General Motors Savings-Stock Purchase Program for Salaried Employees in
  the United States (the "Program" or "S-SPP"), a defined contribution plan.
  Eligibility is restricted to regular employees of the Corporation who have
  completed six months of employment and who are compensated fully or partly by
  salary and/or commission, but who are not represented by a labor organization
  (unless they are eligible through understandings reached between the
  Corporation and their collective bargaining representatives). Employees
  classified as part-time employees, regular employees-temporary assignment,
  flexible service employees or temporary employees are eligible to participate
  in the Program upon the completion of six months of employment. Except for
  purposes of the investment of Program assets, until June 30, 2006, the
  Investment Funds Committee of the Corporation's Board of Directors acts as the
  Program fiduciary and, along with various officers, employees, and committees,
  with authority delegated from the Program fiduciary, controlled and managed
  the operation and administration of the Program subject to the provisions of
  the Employee Retirement Income Security Act of 1974, as amended (ERISA).
  Effective June 30, 2006, the GM Benefit Plans Administration Committee became
  the Program's named fiduciary for general administration, and State Street
  Bank and Trust Company began serving as the independent fiduciary and
  investment manager of the Program solely with respect to the GM $1-2/3 Par
  Value Common Stock Fund. General Motors Investment Management Corporation
  ("GMIMCO") is the named fiduciary of the Program for purposes of investment of
  Program assets, with the exception (commencing on June 30, 2006) of the GM
  $1-2/3 Par Value Common Stock Fund. This Program is subject to the provisions
  of ERISA.

  Effective August 7, 2007, GM sold Allison Transmission ("Allison") commercial
  and military business to The Carlyle Group and Onex Corporation. The
  transaction resulted in the severance of certain Allison employees who were
  participants in the Program. In connection with the sale Allison established
  the Allison Transmission Salary Employees Retirement Savings Plan, a defined
  contribution plan (the "Allison Plan"). In accordance with the Program
  provisions and Allison purchase agreement, the severed employees are allowed
  to rollover their account balances into the Allison Plan as each individual
  participant elects to do so in the normal course of Program Operations.

  EMPLOYER CONTRIBUTIONS - Effective January 1, 2007, Corporation's
  contributions described below are invested pursuant to each employee's
  discretionary elections. Effective June 29, 2007, participants who do not make
  employee contributions and/or do not give direction will have contributions
  invested in the Pyramis Strategic Balanced Commingled Pool investment option,
  the current default option. Prior to June 29, 2007, the default option for
  such contributions was the Promark Income Fund.

   o  GM Matching Contributions - On January 1, 2006, the GM matching
      contribution was suspended. Effective January 1, 2007, the Program was
      amended whereby the Corporation matched 50% up to 4% of eligible monthly
      salary.

   o  1% GM Benefit Contribution - An Employee hired on or after January 1, 1993
      will automatically have a Corporation contribution amount equal to 1% of
      the Employee's eligible monthly base salary credited each pay period to
      such Employee's account upon attainment of eligibility. This contribution
      is provided because such Employee will receive different post-retirement
      benefit treatment from the Corporation than Employees hired prior to
      January 1, 1993. Such contribution will be credited to the Employee's
      account whether or not the Employee elects to participate in the Program.

                                        6



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued

   o  4% GM Retirement Contribution - As of January 1, 2007, Employees hired on
      or after January 1, 2001 will automatically have a Corporation
      contribution amount equal to 4% of the Employee's eligible monthly base
      salary credited each pay period to such Employee's account upon attainment
      of eligibility. This contribution is provided as a retirement contribution
      to the employee's S-SPP account. Such contribution will be credited to the
      Employee's account whether or not the Employee elects to participate in
      the Program.

   o  Effective January 1, 2007, employees hired on or after January 1, 2001
      will be eligible for both the 1% GM Benefit Contribution and the 4% GM
      Retirement Contribution. Effective January 1, 2007 flexible service
      Employees with a length of service date on or after January 1, 1993 are
      also eligible to receive the 1% GM Benefit Contribution. Flexible service
      Employees with a length of service date on or after January 1, 2001 are
      eligible to receive a new 4% GM Retirement Contribution.

  PARTICIPANT CONTRIBUTIONS - An eligible participant employed by the
  Corporation (an Employee") may elect to contribute to the Program as follows
  in accordance with provisions and within the applicable Federal limits:

   o  On an after-tax basis ("Regular Savings"), up to 50% for 2007 of an
      Employee's eligible salary as defined in the Program.

   o  On a tax-deferred basis ("Deferred Savings"), an amount of eligible salary
      which is the lesser of (1) $15,500 for 2007 or (2) up to 50% for 2007 of
      the Employee's eligible salary for a calendar year.

   o  Effective July 1, 2006, Employees have the opportunity to participate in
      the Roth Savings feature on an after-tax basis. Participants may
      contribute up to 50% of eligible earnings as defined in the Program. Roth
      Savings contributions are combined with Deferred Savings for purposes of
      applying the $15,500 contribution limit for 2007.

   o  In lieu of receiving a distribution from The General Motors Enhanced
      Variable Pay Plan for Salaried Employees in the United States (the
      "Variable Pay Plan"), an Employee may elect to have the Corporation
      contribute, as Deferred Savings to the extent permissible under tax law,
      up to 100%, in 10% increments, of any such amount, which vests
      immediately.

   o  In lieu of receiving a Flexible Compensation Payment from the Corporation,
      an Employee may elect to have the Corporation contribute 100% of the
      Flexible Compensation Payment as Deferred Savings until the tax deferral
      legal limit is reached and then any remaining portion of such payment will
      be contributed as Regular Savings to the extent permissible under tax law.

   o  An Employee age 50 or older, or who will attain age 50 by the end of the
      calendar year, and who is contributing at least 4% of his or her eligible
      monthly base salary to his or her account, may be eligible to make
      "catch-up" contributions to their account. A catch-up contribution of
      Deferred Savings or Roth Savings may be made up to the annual limit
      ($5,000 in 2007) set forth by the Internal Revenue Service (the "IRS"),
      and only after a tax law limit has been reached, such as the 401(k) annual
      contribution limit ($15,500 in 2007).

   o  Basic Savings as defined by the Program are Employee savings (Regular,
      Deferred, and/or Roth Savings) up to 4% of an Employee's eligible monthly
      base salary. S-SPP contributions will be invested at the Employee's
      direction, in 10% increments, in any of the Program's investment options
      with the exception of those funds which are closed to new contributions as
      described in the Program document.



                                        7



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued

  In addition, an Employee also may elect to combine the contribution methods
  disclosed above, provided that the sum of these contributions does not total
  more than 50% for 2007 of eligible monthly base salary for any calendar year.
  The sum of the above-described methods of contribution may only exceed the
  above percentages of eligible salary by an amount equal to the payout under
  the Enhanced Variable Pay Plan, the Flexible Compensation Payment, and the
  catch-up contributions. As defined in the Program document, the Corporation's
  total matching contribution will be based on the Employee's Basic Savings
  contribution.

  VESTING - For employees with a length of service date prior to January 1,
  2007, assets derived from employee contributions and related Corporation
  contributions and earnings thereon vest immediately on allocation to the
  employee's account except for employees with less than three years of
  credited service for whom Corporation contributions and related earnings vest
  on January 1 following the calendar year in which such contributions or
  earnings are credited. For employees with a length of service on or after
  January 1, 2007, assets derived from employee contributions vest immediately
  and the assets derived from Corporation contributions (including related
  earnings) vest upon completion of three years of service. Forfeitures are
  used to offset future employer contributions.

  FUND EXCHANGES - Subject to the excessive trading policy, participants may
  generally exchange funds between investment options on any business day on
  which the New York Stock Exchange is open ("Business Day"). The excessive
  trading policy includes a monitoring process limit of one roundtrip
  transaction per fund within any rolling 90-day period, subject to an overall
  limit of four round-trip transactions across all funds in the Program over a
  rolling 12-month period. A roundtrip transaction occurs when an exchange into
  and out of a fund option within a 30 day period is executed. Systematic
  contributions and withdrawals (i.e. regular payroll deductions, loan
  payments, hardship withdrawals) as permitted under the Program do not count
  as exchanges under the excessive trading policy.

  REDEMPTION FEES - From time to time, certain funds within the Program may
  impose a redemption fee if an investment is held for less than a stated
  period. If applicable, these fees are disclosed in the individual mutual fund
  prospectuses as well as the Program prospectus which contains additional
  information about each fund. The redemption fees are paid to the respective
  funds and help protect the funds' performance and shareholders by
  discouraging frequent trading in response to or in anticipation of short-term
  market fluctuations.

  PARTICIPANT LOANS - Participants may borrow once per year from their pre-tax
  Deferred Savings, after-tax Roth Savings, and Regular Savings assets
  (excluding Corporation contributions, and earnings thereon subject to the
  required vesting provisions). The amount and terms of the loans are limited
  under the Program. The loan interest rate will be established once each
  quarter at a rate equal to the prime lending rate as of the previous
  quarter-end published by the Wall Street Journal and will apply to all new
  loans issued during that quarter. Loan repayments are generally made through
  after-tax payroll deductions and are invested in the same discretionary
  investment options that the participant currently selected for their savings
  contributions. Interest paid on a loan is credited back to the borrowing
  employee's account in the Program. Partial and total prepayment of loans is
  permitted at any time, without penalty. Loans not repaid within the loan term
  are deemed to be distributions from participants' accounts. The outstanding
  balances of participant loans amount to $200 million and $211 million as of
  December 31, 2007 and 2006, respectively.






                                        8



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued


  PARTICIPANT WITHDRAWALS - Participants may withdraw Deferred Savings in
  their accounts at any time after attaining age 59-1/2. Prior to age 59-1/2,
  Regular Savings may be withdrawn at any time however, Deferred Savings may
  only be withdrawn because of severance from employment, death, total and
  permanent disability, or financial hardship. Prior to receiving a withdrawal
  for financial hardship, a participant previously must have taken all
  available asset distributions, withdrawals, and loans under all applicable
  plans maintained by the Corporation. The amount that may be withdrawn for a
  financial hardship is limited as defined in the Program. The reason for a
  hardship distribution must conform to conditions required by the IRS.
  Effective January 1, 2006, a participant who receives a hardship withdrawal
  shall have his or her contributions to the Program suspended for a period of
  6 months following the withdrawal.

  PAYMENT OF BENEFITS - Upon severance from employment, a participant may elect
  to leave his or her assets in the Program or take a distribution in
  accordance with Program provisions equal to the value of the participant's
  vested assets in his or her account.

  PLAN ADMINISTRATION - The Corporation pays certain costs of Program
  administration.

  INVESTMENT OPTIONS - S-SPP contributions will be invested at the Employee's
  direction, in 10% increments, in any of the investment options in the
  Program.

   o  Effective March 30, 2007, the following four restricted funds were removed
      as investment options from the Program. Any assets in these restricted
      funds as of March 30, 2007 were transferred automatically to the Promark
      Income Fund.

      o   DIRECTV Group Common Stock Fund
      o   News Corporation Non-Voting Common Stock Fund
      o   Electronic Data Systems Corporation Common Stock Fund
      o   Raytheon Company Common Stock Fund

   o  Effective after the close of business on June 29, 2007, the following
      changes were made to the Program:
      o   Certain investment options that were then available in the Program
          were removed (old investment option).
      o   Certain new investment options were added (new investment option).
      o   The  investment   options  that  were  removed  are  no  longer
          available for participant contributions, loan repayments or exchanges.
      o   Participants with account balances that were in the old investment
          options (including contributions and loan repayments) were
          transferred to new investment options, subject to the next sentence.
      o   Participants with account balances in the old investment options that
          were removed but subject to short-term trading (redemption) fees
          were transferred to other available investment options after the
          relevant holding period expired.
      o   The Pyramis Strategic Balanced Commingled Pool investment option
          became the default option for certain contributions and loan
          repayments for participants who have not designated other available
          investment options for those amounts. Prior to June 29, 2007, the
          default option was the Promark Income Fund.








                                        9



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued


  DESCRIPTION OF THE COMPANY STOCK FUND:

  GM $1-2/3 Par Value Common Stock Fund - Under this investment option,
  employer and any employee contributions are invested by the Trustee primarily
  in General Motors Corporation's common stock. Each unit represents a
  proportionate interest in all of the assets of the GM $1-2/3 Par Value Common
  Stock Fund. The number of units credited to each participant's account within
  an applicable plan will be determined by the amount of the participant's
  contributions and the purchase price of a unit in the GM $1-2/3 Par Value
  Common Stock Fund. The value of each participant's account is determined each
  Business Day by the number of units to the participant's credit, multiplied
  by the current unit value. The return on a participant's investment is based
  on the value of units, which, in turn, is determined by the market price of
  GM common stock, the amount of any dividends paid thereon, and by interest
  earned on short-term investments held in the fund.

  Each participant directs the Trustee how to vote common stock shares
  allocated to his or her account. The Trustee will exercise voting rights with
  respect to those shares for which direction has not been received by the
  required deadline.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  The significant accounting policies followed in the preparation of the
  accompanying financial statements are as follows:

  BASIS OF ACCOUNTING - The financial statements of the Program are prepared in
  accordance with accounting principles generally accepted in the United States
  of America.

  USE OF ESTIMATES - The preparation of financial statements in accordance with
  accounting principles generally accepted in the United States of America
  requires management to make estimates and assumptions that affect the
  reported amounts of assets, liabilities, and changes therein, and disclosure
  of contingent assets and liabilities. Due to the inherent uncertainty
  involved in making estimates, actual results could differ from those
  estimates.

  RISKS AND UNCERTAINTIES - The Program and master trust utilize various
  investment instruments including U.S. government securities, corporate debt
  instruments, and corporate stocks. Investment securities, in general, are
  exposed to various risks, such as interest rate, credit, and overall market
  volatility. Due to the level of risk associated with certain investment
  securities, it is reasonably possible that changes in the values of
  investment securities will occur in the near term and those changes could
  materially affect the amounts reported in the financial statements.

  INVESTMENT VALUATION - The Program's investments are stated at fair value,
  except for benefit-responsive investment contracts, which are stated at
  contract value. Fair values are calculated by reference to published market
  quotations, where available; where not available for certain common
  collective trusts, various bases, including cost, are used in determining
  estimates of fair values. Contract value represents contributions and
  withdrawals made under the investment contracts plus credited earnings, which
  are net of expenses charged to synthetic contracts.

  Security transactions are recorded on a trade-date basis. Investment income
  is recognized as earned based on the terms of the investments and the periods
  during which the investments are owned by the Program.

  PAYMENT OF BENEFITS - Distributions to participants are recorded upon
  distribution.




                                       10



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued

3. INVESTMENTS

  All of the investments in the Program are held in the Master Trust as more
  fully described in Note 4. All assets in the Master Trust are allocated to
  individual participant accounts.

4. THE MASTER TRUST

  The Corporation established the Master Trust pursuant to a trust agreement
  between the Corporation and State Street Bank and Trust, as trustee of the
  Program assets, in order to permit the commingling of trust assets of
  multiple employee benefit plans for investment and administrative purposes.
  The assets of the Master Trust are held by State Street Bank and Trust.

  Employee benefit plans participating in the Master Trust as of December 31,
  2007 consist of the following:

      o  General Motors Savings-Stock Purchase Program for Salaried Employees
         in the United States
      o  The General Motors Personal Savings Plan for Hourly-Rate Employees
         in the United States
      o  The General Motors Income Security Plan for Hourly-Rate Employees

  Each participating employee benefit plan has an undivided interest in the net
  assets and changes therein of each of the Master Trust investment options in
  which the respective plan participates.

  The net investment income of the commingled Master Trust investment funds is
  allocated by the trustee to each participating plan based on that plan's
  interest in each commingled Master Trust investment fund, as compared with
  the total interest of all the participating plans, in each commingled Master
  Trust investment fund at the beginning of the month. For all other investment
  options, the net investment income is separately earned by the respective
  employee benefit plan, and is thus recorded separately in the accounting
  records of the respective plan.

  As of December 31, 2007 and 2006, the Program had approximately a 57.6% and
  57.1% interest in the Master Trust, respectively.










                                       11



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued

The net assets available for benefits of the Master Trust at December 31, 2007
   and 2006, are summarized as follows (dollars in thousands):


   ASSETS:                                                2007         2006
                                                       -------      -------
     Investments at fair value:
      General Motors Corporation $1-2/3 Par
      Value Common Stock                            $1,459,558   $1,915,259
      Other common stock                                     -      383,045
                                                    ----------   ----------
        Total common stock                           1,459,558    2,298,304

      Promark Income Fund                            6,601,826    6,636,266
      Promark Large Cap Index                                -    1,652,398
      State Street Global Advisors Large Cap Index   1,634,057            -
      Other common collective trusts                 3,068,862    1,813,938
                                                    ----------   ----------
        Total common collective trusts              11,304,745   10,102,602

      Mutual funds                                   6,970,683    8,240,383

      Loan funds                                       566,613      605,630
                                                    ----------   ----------
   Total investments at fair value                  20,301,599   21,246,919

     Receivables-
      Accrued investment income                              -            4
                                                    ----------   ----------
      Total assets                                 $20,301,599  $21,246,923
                                                    ==========   ==========
   LIABILITIES-

     Due to broker for securities purchased                  -        2,855
                                                    ----------   ----------
   NET ASSETS AVAILABLE FOR BENEFITS
   AT FAIR VALUE                                   $20,301,599  $21,244,068
                                                    ==========   ==========

   Adjustment from fair value to contract value for
   interest in common collective trusts relating
   to fully benefit-responsive investment contracts    227,376      (38,521)
                                                    ----------   ----------
   NET ASSETS AVAILABLE FOR BENEFITS               $20,528,975  $21,205,547
                                                    ==========   ==========










                                       12



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued


   The net investment gain of the Master Trust for the year ended December 31,
   2007 is summarized as follows (dollars in thousands):


  Interest and dividends                              $598,828
  Net appreciation (depreciation) in fair value
  of investments:
   General Motors Corporation $1-2/3 Par Value
     Common Stock                                     (269,089)
   Other common stock                                  (13,989)
   Mutual funds                                        486,809
   Common collective trusts
     Promark Income Fund                               371,096
     Promark Large Cap Index                           110,629
     State Street Global Advisors Large Cap Index      (22,333)
     Other  common collective trusts                   112,687
                                                     ---------
   Total net appreciation                              775,810
                                                     ---------
   Total net investment gain                        $1,374,638
                                                     =========


5. TRANSFERS

  On April 12, 1999, the GM Board of Directors approved the complete separation
  of Delphi by means of a spin-off, which was completed on May 28, 1999. Prior
  to the spin-off, GM established the Delphi Savings-Stock Purchase Program
  (the "Delphi Program"), modeled after the GM Program. On May 28, 1999, for
  those employees who elected to do so, assets representing Delphi
  participants' holdings in the GM Program were transferred and reinvested
  under the corresponding investment options in the Delphi Program. As a result
  of the separation, the Delphi Program was separated from the GM Program, and
  is now administered by Delphi as a separate program. On a very limited basis,
  participants may elect to transfer their holdings between the Delphi and GM
  Program.

6. TERMINATION

  Although it has not expressed any intent to do so, the Corporation has the
  right to terminate the Program subject to the provisions of ERISA. Such
  Program termination, if any, would not affect a participant's interest in
  assets already in the Program.

7. FEDERAL INCOME TAX STATUS

  By letter dated April 3, 2000, the IRS has determined and informed the
  Corporation that the Program is a tax-qualified employee benefit plan,
  meeting the requirements of Sections 401(a), 401(k), and 4975(e)(7) of the
  Internal Revenue Code of 1986, as amended (the "Code"), and the Trust
  established thereunder was determined to be exempt from United States Federal
  income taxes under Section 501(a) of the Code. The Program has been amended
  since receiving the determination letter and management filed a determination
  request on June 19, 2006, which is currently pending. The Program's
  management, fiduciary, and tax counsel believe that the Program is designed
  and currently being operated in compliance with the applicable requirements
  of the Code, and therefore no provision for income taxes has been included in
  the Program's financial statements.

8. RELATED PARTY TRANSACTIONS

  The Program and Master Trust enter into certain related party transactions.
  These generally include investments with trustees, fund managers, the
  Corporation and its subsidiaries. Such transactions are within the scope of
  the investment guidelines.

                                       13



                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued



9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

  The following is a reconciliation of net assets available for benefits per
  financial statements to the Form 5500 (dollars in thousands):

                                               December 31,    December 31,
                                                  2007             2006
                                               -----------     -----------

  Assets available for benefits per the
    financial statements                       $11,838,953     $12,129,438
  (Less) Add:  Adjustment from contract
    value to fair value for fully benefit-
    responsive investment contracts               (116,358)         18,960
                                                ----------      ----------

  Assets available for benefits per the
    Form 5500                                  $11,722,595     $12,148,398
                                                ==========      ==========

  The following is a reconciliation of total net investment gain from the
  General Motors Savings Plan Master Trust per the financial statement to the
  Form 5500 (dollars in thousands):


                                                               December 31,
                                                                    2007
                                                               ------------
  Total net investment gain from the General Motors Savings
  Plan Master Trust per the financial statements                  $779,524

  Less:  Adjustment from contract value to fair value
  for fully benefit-responsive investment contracts
  as of December 31, 2007                                         (116,358)

  Less:  Adjustment from contract value to fair value
  for fully benefit-responsive investment contracts
  as of December 31, 2006                                          (18,960)
                                                                ----------

  Total investment income per the Form 5500                       $644,206
                                                                ==========

10. SUBSEQUENT EVENTS

    o  Effective January 1, 2008, the Corporation match contribution increased
       to a level of 100% for each dollar an Employee contributes up to 4% of
       eligible base salary.

    o  Effective January 1, 2008, the Corporation will include as eligible
       earnings any variable pay (i.e. Enhanced Variable Pay (EVP) for
       classified employees or Annual Incentive Pay (AIP) for executive
       employees) when paid in the calculation of the 4% GM Retirement
       Contribution, for salaried employees with a length of service date on or
       after January 1, 2001, provided the executive or classified employee is
       an employee as of December 31 of the prior Plan Year, subject to the
       annual IRS compensation limit. This contribution will be made regardless
       of whether an eligible employee chooses to contribute to the S-SPP. The
       inclusion of any variable pay does not apply the GM Matching and 1% GM
       Benefit Contribution.





                                       14




                  GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
                   FOR SALARIED EMPLOYEES IN THE UNITED STATES
                    NOTES TO FINANCIAL STATEMENTS - Continued

    o  Effective January 1, 2008, the Neuberger Berman Socially Responsive Fund
       Investor Class was replaced with a new Neuberger Berman Socially
       Responsive Fund Institutional Class. This new Class provides the same
       investment portfolio with a lower expense ratio.

    o  In September 2006, FASB issued Statement of Financial Accounting
       Standards  (SFAS) No. 157, "Fair Value  Measurements"  (SFAS No. 157),
       which  provides a consistent  definition of fair value that focuses on
       exit price and  prioritizes,  within a  measurement  of fair  value, the
       use of market-based  inputs over  entity-specific  inputs.  SFAS No. 157
       requires expanded  disclosures  about  fair value  measurements  and
       establishes  a three-level   hierarchy   for  fair   value   measurements
       based  on  the observability of inputs to the valuation of an asset or
       liability as of the measurement  date.  The standard also requires that
       an entity  consider its own nonperformance  risk when measuring
       liabilities carried at fair value, including derivatives.  In February
       2008, the Financial Accounting Standard Board (FASB)  approved FASB Staff
       Position No. 157-2,  "Effective  Date of FASB Statement No. 157" (FSP No.
       157-2), that permits entities to partially defer  the  effective  date
       of SFAS No.  157 for one year for  nonfinancial assets and  nonfinancial
       liabilities  that are  recognized or disclosed at fair value in the
       financial  statements on a  nonrecurring  basis.  FSP No. 157-2  does
       not  permit  entities  to  defer  recognition  and  disclosure
       requirements  for  financial  assets  and  financial   liabilities or for
       nonfinancial  assets and  nonfinancial  liabilities  that are remeasured
       at least  annually.  SFAS  No.  157 is  effective  for  financial  assets
       and financial   liabilities  and  for  nonfinancial   assets  and
       nonfinancial liabilities  that  are  remeasured  at  least  annually  for
       fiscal  years beginning  after November 15, 2007 and interim  periods
       within those fiscal years.  The  provisions  of SFAS No.  157 are applied
       prospectively.  The Program is unable to determine  the impact that
       adopting SFAS No. 157 will have on its  statement of assets  available
       for benefits and  statement of changes available for benefits when such
       statement is adopted.










                                       15




                    Form 5500, SCHEDULE H, Part IV, Line 4i-
                    Schedule of Assets (Held at End of Year)
                 as of DECEMBER 31, 2007 (dollars in thousands)


    Identity of Issuer, Borrower, Lessor or Similar Party       Current Value

    *Participant loans, maturing through
    December 15, 2017 with rates ranging
    from 4.0% and 9.5%                                            $200,162
                                                                  ========

* Denotes parties-in-interest











                                       16