SecProbe.io

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    Warren G. Andersen

Assistant General Counsel

General Motors Corporation

Legal Staff

300 GM Renaissance Center

Mall Code: 482-C23-D24

Detroit, Michigan, 48265-3000

Tel 313.665.4921

Fax 313.665.4979

warren.g.andersen@gm.com

June 1, 2005

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeffrey B. Werbitt

    Attorney-Advisor

    Office of Mergers and Acquisitions

    RE:

    General Motors Corporation

    Schedule 14D-9 filed on May 19, 2005

    File No. 005-42630

Dear Mr. Werbitt:

     General Motors Corporation, a Delaware corporation (“General Motors” or the
“Corporation”), filed a Schedule 14D-9 (the “Schedule 14D-9”) with the Securities
and Exchange Commission (the “Commission”) on May 19, 2005 relating to the tender offer by
Tracinda Corporation, a Nevada corporation (“Tracinda”), as disclosed in a Tender Offer
Statement on Schedule TO filed by Tracinda (the “Schedule TO”) with the United States
Securities and Exchange Commission (the “SEC”) on May 9, 2005, to purchase up to 28 million
shares of Common Stock at a purchase price of $31.00 per share, in cash (the “Offer
Price”), on the terms and subject to the conditions set forth in the Offer to Purchase dated
May 9, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which,
collectively with any amendments or supplements thereto, constitute the “Offer”). This
letter, which is being submitted on behalf of the Corporation, responds to your letter dated May
27, 2005, relating to comments of the Staff (the “Staff”) of the Commission in connection
with the above-referenced submission.

     The responses to the Staff’s comments are numbered to relate to the corresponding comments in
the above-referenced letter. Where applicable, the pages or sections of the Schedule 14D-9 have
been referenced. Certain capitalized terms used and not otherwise defined in this letter have the
respective meanings set forth with respect to such terms in the Schedule 14D-9.

Schedule 14D-9

Item 4. The solicitation or Recommendation, page 1

    1.
    We note that Goldman Sachs and Morgan Stanley “reviewed with the [b]oard recent [c]ommon
[s]tock price performance and trading activity, the impact of the offer on the market price of
the [c]ommon [s]tock, various other tender offers by Tracinda and/or Mr. Kerkorian and certain
factors influencing the current market price of the [c]ommon [s]tock.” Please advise whether
Goldman Sachs and/or Morgan Stanley provided the

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board with any written materials. If so, please provide us those materials and tell us,
with a view toward disclosure, whether the board considered the materials in making its
determination to express no opinion and remain neutral with respect to the offer.

     Further to the recent discussions between representatives of Jenner & Block LLP and the Staff,
we confirm that the Board reviewed written materials (that is, PowerPoint charts) provided by
Goldman Sachs and Morgan Stanley at the May 19, 2005 meeting in connection with its consideration
of the Offer and the Corporation’s position with respect thereto. However, the Corporation does
not believe that additional disclosure is warranted as the Schedule 14D-9 already contains a
discussion of the type of information provided by the financial advisors to the Board as contextual
background and specifically discloses the relevant portions of the Goldman Sachs and Morgan Stanley
presentations that the Board considered in its determination in connection with factor 6 of the
Corporation’s reasons for its position regarding the Offer. The Corporation believes that the
information pertinent to its decision to remain neutral with regard to the Offer has been
adequately disclosed and does not believe that additional disclosure would be helpful to
stockholders in making a decision whether to tender their shares of the Corporation’s Common Stock
in the Offer. As discussed, and based on the foregoing, the Corporation respectfully requests that
it not be asked to provide the PowerPoint charts of Goldman Sachs and Morgan Stanley to the Staff
on the basis that all relevant information responsive to Item 4 of Schedule 14D-9 has already been
disclosed in the Schedule 14D-9 previously filed by the Corporation.

    2.
    Please expand this section to further discuss the regulatory approval requirements considered
by the board and the regulatory concerns that were triggered as a result of Tracinda’s offer.
In this regard, explain what aspects of the federal, state and foreign banking regulations the
board found relevant to Tracinda’s offer. Similarly, in view of your disclosure that the
board reviewed the “investment history of Tracinda and/or Mr. Kerkorian with respect to other
companies” and “various other tender offers by Tracinda and/or Mr. Kerkorian,” expand your
disclosure to explain the aspects of Tracinda’s and/or Mr. Kerkorian’s history that the board
considered in reviewing the offer.

     With respect to these regulatory matters, the Board reviewed at a high level the potential
applicability of various banking regulations to an investor in the Corporation’s Common Stock and
the fact that certain filings would need to be made if an investor crossed specified ownership
thresholds and sought to exert a controlling influence over the Corporation. Given that Tracinda
would not cross these ownership thresholds as a result of the Offer and in view of Tracinda’s
stated investment intent with respect to the shares to be acquired in the Offer (which are
discussed in factors 1 and 2 of the Corporation’s reasons for its neutral position with regard to
the Offer), the Corporation does not believe that additional disclosure is appropriate.
Specifically, the Corporation believes that additional discussion of such regulations would not be
relevant to a stockholder’s determination whether to tender shares of the Corporation’s Common
Stock in the Offer and could give the false impression that the Board considered such information
as a basis for its determination of the Corporation’s neutral position with regard to the Offer.

     With respect to the tender offer history of Mr. Kerkorian, the Board reviewed the prior tender
offers made by Mr. Kerkorian for Chrysler and MGM stock. This information was provided in the way
of contextual background for the Board. The Board did not consider this information as one of the
factors in determining that the Corporation should take a neutral stance on the Offer. Since these
transactions are a matter of public record, were not a factor in the Board’s determination and the
Board is taking a neutral position with regard to the Offer, the Corporation does not believe that
additional disclosure is warranted.

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Item 5. Persons/Assets Retained, Employed, Compensated or Used, page 4

    3.
    We note that General Motors expects that it will pay Goldman Sachs and Morgan Stanley
reasonable and customary compensation for their advisory services in connection with the
offer, but has not yet agreed to the financial terms for such advisory services. Upon
re-filing, please provide your arrangements for compensation with Goldman Sachs and Morgan
Stanley as of the most recent practicable date. See Item 5 of Schedule 14d-9.

     The arrangements with Goldman Sachs and Morgan Stanley have not changed since the date of the
filing of the Schedule 14D-9. The Corporation undertakes to amend its Schedule 14D-9 promptly upon
reaching final agreement with the financial advisors regarding compensation if such agreement is
reached during the pendency of the Offer.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision. Since the issuer is in possession of all facts relating to its
disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

In connection with responding to our comments, please provide, in writing, a statement
acknowledging that:

    •
    the company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •
    staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action with
respect to the filing; and

    •
    the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     The Staff’s comments have been noted. In response, the Corporation hereby acknowledges that:

    •
    it is responsible for the adequacy and accuracy of the disclosure in the filings;

    •
    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with
respect to the filing; and

    •
    it may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

* * * *

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     We sincerely appreciate your timely consideration of these matters in connection with your
review of the filing referenced above. The Corporation believes that it has been fully responsive
to the comments of the Staff relating to the Schedule 14D-9.

     If you or others have any questions or would like more information, please do not hesitate to
contact me at (313) 665-4921, Assistant General Counsel of General Motors, or any of Joseph P.
Gromacki at (312) 923-2637, William L. Tolbert, Jr. at (202) 639-6038 or Robert S. Osborne at (312)
923-2690, each of Jenner & Block LLP, counsel to General Motors.

Very truly yours,

/s/ Warren G. Andersen

Warren G. Andersen

    cc:

    Frederick S. Green

    Weil, Gotshal & Manges LLP

    767 Fifth Avenue

    New York, New York 10153

    Joseph P. Gromacki

    Jenner & Block LLP

    One IBM Plaza

    Chicago, Illinois 60611

    Robert S. Osborne

    Jenner & Block LLP

    One IBM Plaza

    Chicago, Illinois 60611

    William L. Tolbert, Jr.

    Jenner & Block LLP

    601 Thirteenth Street, N.W.

    Washington, D.C. 20005

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