9523093
                                                           B213582

                       UNITED STATES OF AMERICA
                   BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:         Robert Pitofsky, Chairman
                      Mary L. Azcuenaga
                      Janet D. Steiger
                      Roscoe B. Starek, III
                      Christine A. Varney


                                 )
     In The Matter of            )
                                    ) DOCKET NO. C-3710
GENERAL MOTORS CORP.,            )
     a corporation.              ) DECISION AND
                                    ) ORDER
                                 )

     The Federal Trade Commission having initiated an
investigation of certain acts and practices of the respondent
named in the caption hereof, and the respondent having been
furnished thereafter with a copy of a draft of complaint which
the Bureau of Consumer Protection proposed to present to the
Commission for its consideration and which, if issued by the
Commission, would charge the respondent with violation of the
Federal Trade Commission Act; and

     The respondent, its attorneys, and counsel for the
Commission having thereafter executed an agreement containing a
consent order, an admission by the respondent of all the
jurisdictional facts set forth in the aforesaid draft of
complaint, a statement that the signing of said agreement is for
settlement purposes only and does not constitute an admission by
the respondent that the law has been violated as alleged in such
complaint, or that the facts as alleged in such complaint, other
than jurisdictional facts, are true and waivers and other
provisions as required by the Commission s Rules; and

     The Commission having thereafter considered the matter and
having determined that it had reason to believe that the
respondent has violated the said Act, and that a complaint should
issue stating its charges in that respect, and having thereupon
accepted the executed consent agreement and placed such agreement
on the public record for a period of sixty (60) days, now in
further conformity with the procedure prescribed in Section 2.34

                        UNITED STATES OF AMERICA
                        FEDERAL TRADE COMMISSION


                                 )
     In The Matter of            )
                                 )             FILE NO. 952 3093
GENERAL MOTORS CORP.,            )
      a corporation.              )            AGREEMENT CONTAINING
                                     )         CONSENT ORDER
                                 )

      The Federal Trade Commission ("Commission") has conducted an
investigation of certain acts and practices of General Motors
Corp., a corporation ("proposed respondent").  Proposed
respondent, having been represented by counsel, is willing to
enter into an agreement containing a consent order resolving the
allegations contained in the attached draft complaint.
Therefore,

      IT IS HEREBY AGREED by and between General Motors Corp., by
its duly authorized officers, and counsel for the Federal Trade
Commission that:

1.    Proposed respondent General Motors Corp. is a Delaware
corporation with its principal office or place of business at
3044 West Grand Boulevard, Detroit, Michigan 48202.

2.    Proposed respondent admits all the jurisdictional facts set
forth in the draft complaint.

3.    Proposed respondent waives:

      a.      Any further procedural steps;

      b.      The requirement that the Commission's decision
              contain a statement of findings of fact and
              conclusions of law; and

      c.      All rights to seek judicial review or otherwise to
              challenge or contest the validity of the order
              entered pursuant to this agreement.

4.    This agreement shall not become part of the public record of
the proceeding unless and until it is accepted by the Commission.
 If this agreement is accepted by the Commission, it, together
with the draft complaint, will be placed on the public record for
a period of sixty (60) days and information about it publicly

                                                          9523093
                                                          B213582

                      UNITED STATES OF AMERICA
                      FEDERAL TRADE COMMISSION

____________________________________
                                    )
                                    )
     In The Matter of               )
                                           )    DOCKET NO. C-3710
GENERAL MOTORS CORPORATION,         )
     a corporation.                 )
                                    )
____________________________________)

                                COMPLAINT

      The Federal Trade Commission, having reason to believe that
General Motors Corporation, a corporation ("respondent" or
"General Motors"), has violated the provisions of the Federal
Trade Commission Act, 15 U.S.C.   45-58, as amended, the
Consumer Leasing Act, 15 U.S.C.   1667-1667e, as amended, and
its implementing Regulation M, 12 C.F.R.   213, as amended, and
the Truth in Lending Act, 15 U.S.C.   1601-1667, as amended, and
its implementing Regulation Z, 12 C.F.R.   226, as amended, and
it appearing to the Commission that this proceeding is in the
public interest, alleges:

1.    Respondent General Motors Corporation is a Delaware
corporation with its principal office or place of business at
3044 West Grand Boulevard, Detroit, Michigan 48202.  Respondent
manufactures vehicles and offers such vehicles for sale or lease
to consumers.

2.    Respondent has disseminated advertisements to the public
that promote consumer leases, as the terms "advertisement" and
"consumer lease" are defined in Section 213.2 of Regulation M, 12
C.F.R.   213.2, as amended.

3.    Respondent has disseminated advertisements to the public
that promote credit sales and other extensions of closed-end
credit in consumer credit transactions, as the terms
"advertisement," "credit sale," and "consumer credit" are defined
in Section 226.2 of Regulation Z, 12 C.F.R.   226.2, as amended.

4.  The acts and practices of respondent alleged in this
complaint have been in or affecting commerce, as "commerce" is