Motors Liquidation Co – ‘POS AM’ on 11/22/02

On:  Friday, 11/22/02, at 1:06pm ET   ·   Accession #:  909518-2-836   ·   File #:  333-45104

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                               3     11K 

POS AM
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2002
                                              REGISTRATION NO. 333-45104

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

----------------------- 

GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

      DELAWARE                                    38-0572515
------------------------------                       ----------------   
(State or Other Jurisdiction of                       (I.R.S. Employer    
  Incorporation or Organization)                      Identification Number)

300 RENAISSANCE CENTER
DETROIT, MICHIGAN 48265-3000
(313) 556-5000
   (Address, Including Zip Code, and Telephone Number, Including
Area Code,of Registrant's Principal Executive Offices)  

------------------------------

PETER R. BIBLE
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
 (Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)

--------------------------------------
Copies to:

   ROBERT L. MESSINEO, ESQ.                         WARREN G. ANDERSEN, ESQ.
   WEIL, GOTSHAL & MANGES LLP                       GENERAL MOTORS CORPORATION
      767 FIFTH AVENUE                              300 RENAISSANCE CENTER
   NEW YORK, NEW YORK 10153                          DETROIT, MICHIGAN 48265
   (212) 310-8000                                   (313) 665-4921

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
Not applicable

If the only securities being registered on this Form are being offered  
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

        This Post-Effective Amendment shall become effective in accordance
with Section 8(c) of the Securities Act of 1933, on such date as the Securities 
and Exchange Commission, acting pursuant to said Section 8(c), may determine.   

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DEREGISTRATION OF SECURITIES

         On September 1, 2000, we filed a registration statement on Form S-3
(No. 333-45104) covering a total of 42,000,000 shares of our common stock, par  
value $1-2/3 per share -- (i) 32,053,422 shares to be sold from time to time by 
a selling stockholder, Fiat Auto Partecipazioni S.p.A. and (ii) 9,946,578 shares
that we may issue from time to time to settle certain derivative transactions.  

      In accordance with the undertaking contained in the registration
statement pursuant to Item 512(a)(3) of Regulation S-K, we are filing this      
post-effective amendment to remove from registration all of the 42,000,000      
shares, which remain unsold under the registration statement as of the date     
hereof. We are deregistering the 32,053,422 shares to be sold by the selling    
stockholder because our obligation to maintain the effectiveness of the         
registration statement with respect to such shares pursuant to the terms of the 
registration rights agreement, dated as of July 24, 2000, between us, Fiat Auto 
Partecipazioni S.p.A. and Fiat S.p.A., has expired. We are also deregistering   
the 9,946,578 shares that we may issue from time to time to settle certain      
derivative transactions.                                                        

 [The remainder of this page is intentionally left blank.]

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as
amended, and Rule 478(a)(4) thereunder, the registrant certifies that it has    
reasonable grounds to believe that it meets all of the requirements for filing  
on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the      
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Detroit, State of Michigan, on November 22,     
2002.                                                                           

                            GENERAL MOTORS CORPORATION

                    By: Peter R. Bible
                                             -----------------------------------
                        Peter R. Bible
                                  Chief Accounting Officer
                           Agent for Service

  II-1

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		11/22/02		1		3
		9/1/00		2					S-3
		7/24/00		2					8-K
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