Washington, D.C. 20549-1004

                                    FORM 8-K
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report
(Date of earliest event reported) September 26, 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 September 26, 2001,  Fitch,  Inc.  issued a news release placing the 'A'
senior debt and 'F1' commercial paper ratings of General Motors Corporation (GM)
and our financial services  subsidiary,  General Motors Acceptance Corp. (GMAC),
on Rating Watch Negative. The release is as follows:

      Fitch-NY-September 26, 2001: Fitch places the 'A' senior debt and 'F1'
commercial paper ratings of General Motors Corporation (GM) and it's financial
services subsidiary, General Motors Acceptance Corp. (GMAC), on Rating Watch
Negative (see below for all entities). This rating action reflects the impact on
GM of over-capacity and heightened competition in the auto industry, namely,
eroding market share, increasing levels of incentives and declining
profitability. These factors have produced a decline in GM's liquidity position,
a trend that is likely to persist under the continuing decline in economic
conditions. GM has also been unable to reverse losses in its overseas
operations, where industry over-capacity continues to impair industry

      Although North American industry sales are on a pace to produce the third
best year on record, volumes have been supported by a continuing upward trend in
incentives. This trend has been exacerbated by the decline in economic
conditions and increased incentive activity following the events of Sept. 11.
Although well-received product offerings have allowed GM to maintain market
shares in key SUV product lines, intense competition, particularly from non-U.S.
brands, have meaningfully eroded profitability in product segments where GM's
profits have recently been concentrated.

      These factors have resulted in declining cash generation and have weakened
the company's liquidity position. Deteriorating economic conditions are likely
to result in continuing erosion of the company's cash position well into next
year. Over the intermediate term, GM will need to address unprofitable
international operations, excess production capacity (in light of global
over-capacity) and certain marginal auto product lines in order to confront
intense global competitive conditions that will be augmented by any potential
down cycle, and to reverse unfavorable credit trends.

      Given its association with its parent company, GMAC's ratings are also
placed on Rating Watch Negative. The auto lending business has benefited in 2001
from the effects of declining interest rates, Fitch anticipates that margins for
this business will come under pressure as a result of higher credit-related
expenses and a shift in its funding profile away from short-term unsecured
financing sources. Core profitability at GMAC Mortgage has been more volatile
given the nature of the mortgage banking industry, and Fitch believes that
future profitability could be negatively impacted by a downturn in the economy.
On a risk-adjusted basis, Fitch had considered GMAC to be undercapitalized at
the current rating level, although the parent company has been taking actions to
improve this position over the past 18 months.

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      Ratings Placed On Rating Watch Negative:

      General Motors Corporation
      --Senior debt 'A';
      --Commercial paper 'F1'.

      General Motors Acceptance Corp.
      --Senior debt 'A';
      --Commercial paper 'F1';
      --Euro commercial paper 'F1'.

      General Motors Acceptance Corp. of Canada, Ltd.

      GMAC, Australia (Finance) Ltd.
      --Senior debt 'A'.

      General Motors Acceptance Corp. (U.K.) plc

      Opel Bank GmbH
      --Euro commercial paper 'F1'.

      GMAC International Finance B.V.
      --Euro medium-term notes 'A';
      --Euro commercial paper 'F1'.

      GMAC Commercial Mortgage Bank, (Ireland), plc
      --Euro commercial paper 'F1';
      --Short-term certificates of deposit 'F1'.


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    September 26, 2001
                                            /s/Peter R. Bible
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

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