FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KATEN KAREN L   2. Issuer Name and Ticker or Trading Symbol GENERAL MOTORS CORP [GM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 RENAISSANCE CENTER 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2006 (Street) DETROIT, MI 48265-3000 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price General Motors Common Stock, $1-2/3 Par Value               6,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

GM Stock $1-2/3 Par Value Restricted Stock Units (1)

$ 0

12/31/2006

A

5,500

(1)

(1)

General Motors Common Stock, $1-2/3 Par Value

5,500

$ 0

33,034

D

GM Stock $1-2/3 Par Value Option (Right to Buy) (2)

$ 75.5

01/10/2001(2)

01/11/2010

General Motors Common Stock, $1-2/3 Par Value

2,311

2,311

D

GM Stock $1-2/3 Par Value Option (Right to Buy) (2)

$ 52.35

01/08/2002(2)

01/09/2011

General Motors Common Stock, $1-2/3 Par Value

2,830

2,830

D

GM Stock $1-2/3 Par Value Option (Right to Buy) (3)

$ 50.46

01/07/2003(3)

01/08/2012

General Motors Common Stock, $1-2/3 Par Value

3,000

3,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KATEN KAREN L 300 RENAISSANCE CENTER DETROIT, MI 48265-3000	X

Signatures

/s/ Martin I. Darvick, attorney-in-fact for Ms. Katen		01/03/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted Stock Units credited pursuant to Rule 16b-3 qualified GM Compensation Plan for Non-employee Directors. Deferred compensation, equal to the retainers earned during the year, is credited annually on each December 31. The deferred compensation is converted into Restricted Stock Units at the average daily closing market price of GM Common Stock for such year. The amounts credited during the year also include dividend equivalents on such Restricted Stock Units. Pursuant to such Plan, the Restricted Stock Units are deferred until after the director's retirement from GM and are paid in cash. The Restricted Stock Units convert on a one for one basis. The price of zero is nominal and only used for purposes of facilitating the electronic filing of this Form.
(2)	Director stock option granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors. The stock option vested and become exercisable in three equal annual installments, commencing respectively, one, two and three years from the date of initial grant. Date shown in column 5 is the date the first installment became exercisable.
(3)	Director stock options granted pursuant to Section 16b-3 qualified General Motors Compensation Plan for Non-Employee Directors. The stock option vested on the date indicated in Column 5.

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