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SEC Response Letter

 LAW OFFICES

 Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP

 10250 Constellation Boulevard

 Nineteenth Floor

 Los Angeles, California 90067

 (310) 553-3000

 Fax (310) 556-2920

 Direct Dial Number

 310-282-6247

 Email: Jmccloud@chrismill.com

May 25, 2005

[LOGO OF MERITAS LAW FIRMS WORLDWIDE]

 Jeffrey B. Werbitt

 Securities and Exchange Commission

 Office of Mergers and Acquisitions

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Comments by the Staff on Schedule TO filed by Tracinda Corporation on May 9, 2005;

File No.: 005-42630

 Dear Mr. Werbitt:

 We have reviewed the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) in its letter of May 19, 2005 with regard to the Schedule TO filed by Tracinda Corporation on May 9, 2005 (the “Schedule TO”). An Amendment to Schedule TO (the
“Amendment”) has been filed with the Commission in response to the Staff’s comments. The following is a response to each of the comments made by the Staff in its letter, with references to the amendments to the text of the Schedule TO
that have been made in response to the Staff’s comments.

1.

We note that Mr. Kerkorian is the sole stockholder of Tracinda Corporation and is the company’s Chief Executive Officer, President and sole director. Rule 14d-1(c) (1) requires
persons “on whose behalf” the tender offer is being made to be included as bidders. Refer to Section II.D.2. of the Division of Corporation Finance’s Current Issues and Rulemaking Projects Outline, which is available on our website.
www.sec.gov, for further guidance. Accordingly, please revise your Schedule TO to include Mr. Kerkorian as a filing person or advise. In addition, revise to ensure that all of the disclosure as to Mr. Kerkorian individually required by
Schedule TO is included in the Offer to Purchase.

 Section II.D.2. of the Division of Corporation Finance’s Current Issues and Rulemaking Projects outline states that if a named bidder is an established entity with substantive operations and assets apart from those related to the
offer, the Staff ordinarily will not go further up the chain of ownership to analyze whether that entity’s control persons are bidders. Tracinda is an established entity which was not formed for the purpose of making the tender offer. In fact,
Tracinda has been in existence since 1976 and has conducted, and continues to conduct business which is unrelated to its investment in General Motors. As disclosed in the Offer to Purchase, Tracinda is the principal stockholder of MGM MIRAGE. The
approximate market value of the MGM MIRAGE shares held by Tracinda is in excess of $5.88 billion. In addition, until April 8, 2005, Tracinda was the principal stockholder of Metro-Goldwyn-Mayer Inc. Tracinda was also previously one of the principal
stockholders of Chrysler Corporation prior to its merger with Daimler Benz in 1998. Tracinda has also bought and sold aircraft and leased such aircraft to third parties and owned and operated the Cal-Neva Lodge and Casino in Crystal Bay, Nevada and
the Desert Inn Hotel and Casino in Las Vegas, Nevada.

 For the
foregoing reasons we believe that Mr. Kerkorian should not be required to be a filing person on the Schedule TO in connection with Tracinda’s offer for General Motors common stock. In addition, we believe that requiring Mr. Kerkorian to become
a filing person on the Schedule TO will not provide General Motors

stockholders with any additional information. The disclosures that would be required to be made with respect to Mr. Kerkorian if he were deemed to be a
filing person have already been made in the Schedule TO as a result of his positions as a director and officer of Tracinda

 However, notwithstanding the foregoing and consistent with the Staff’s treatment of Mr. Kerkorian in 1995 in connection with the tender offer by
Tracinda for 14 million shares of Chrysler Corporation, Mr. Kerkorian has signed the Schedule TO without admitting that he is a co-bidder.

2.

We disagree with your conclusion that financial statements are not required in the context of this tender offer. Instruction 2 to Item 10 of Schedule TO-T describes those
circumstances in which financial statements are not considered material in the context of a tender offer. Tracinda Corp. is not a reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and this is a partial offer.
Therefore, the presumption of non-materiality does not apply in the context of this offer. Please revise to include the financial statements required by Item 10 of Schedule TO. Note that to the extent you add additional bidders in response to
comments above, you must provide all of the disclosure, including the required financial statement disclosure, as to each.

 Tracinda does not believe that financial information concerning it is material to an investor’s decision whether to tender General Motors shares in
this offer. We acknowledge that the safe harbor set forth in Instruction 2 to Item 10 of Schedule TO is not applicable to the offer. We note however, that the purpose of Instruction 2, according to Exchange Act Release No. 42055, is merely to
provide guidance. The consideration in the offer consists solely of cash and the offer is not subject to any financing condition, thus satisfying the first two conditions of Instruction 2. It is not apparent to us, nor does Release No. 42055
indicate, why financial information concerning Tracinda would be immaterial if Tracinda were offering to purchase all General Motors shares pursuant to the offer, but might be considered material to an offer which, if successful, would result in
ownership of less than 9% of the General Motors shares.

 We
believe that under the facts and circumstances of the offer, that financial information concerning Tracinda would not be material to a stockholder’s decision whether or not to tender shares in the offer. As indicated above, the offer is not
subject to a financing condition. In fact, as the Offer to Purchase states, Tracinda will use cash and cash equivalents on hand to pay the purchase price of the General Motors shares to be purchased in the offer. No portion of the funds used to
purchase the General Motors shares will be borrowed. In addition, following the offer, Tracinda will not control General Motors. Rather, Tracinda is purchasing the General Motors shares for investment purposes.

 Moreover, Tracinda and Mr. Kerkorian are well-known investors with a history
of making substantial investments in major corporations. As the Offer to Purchase discloses, Tracinda is the majority stockholder of MGM MIRAGE, which has a market capitalization of more than $10.39 billion (of which Tracinda owns shares having a
market value in excess of $5.88 billion). The current market value of Tracinda’s publicly disclosed investments (including the 22,000,000 General Motors shares owned by Tracinda prior to the commencement of the offer) is in excess of $6.57
billion. In addition, Tracinda received in excess of $1.96 billion in cash in connection with the publicly disclosed merger acquisition of Metro-Goldwyn-Mayer Inc. by LOC Acquisition Company in April 2005, and in excess of $1.31 billion as a result
of a special cash dividend paid by Metro-Goldwyn-Mayer Inc. in May 2004. Tracinda has a history of making investments in public companies over several decades, during which time it has not on any occasion defaulted in payment of the purchase price
of any acquisition of publicly traded securities. Accordingly, we believe stockholders have all material information necessary to evaluate whether Tracinda has sufficient capacity to make payment for shares tendered in the offer.

 Jeffrey B. Werbitt

 May
25, 2005

 Page 2

 We also note that our position is consistent with the treatment of Tracinda in 1995 (under the
predecessor Schedule 14d-1) in connection with a tender offer for up to 14 million shares of Chrysler Corporation, with an aggregate purchase price of $700 million, and the treatment of Tracinda and Mr. Kerkorian in 2003 in connection with a tender
offer for up to 15 million shares of Metro-Goldwyn Mayer Inc., with an aggregate purchase price of $240 million. At the time of the tender offer for Chrysler shares, Tracinda held equity securities of Chrysler with a market value of approximately $2
billion. At the time of the tender offer for Metro-Goldwyn-Mayer shares Tracinda and its affiliates held approximately 67% of the outstanding equity securities of Metro-Goldwyn-Mayer. In connection with both offers, which were reviewed by the Staff,
the Staff did not require Tracinda or Mr. Kerkorian to provide any financial information.

3.

See the last comment above. Advise how you will disseminate the revised offer materials, in light of the materiality of the financial statements omitted in the original offer
materials.

 Tracinda does not believe that its
financial statements are material to an investor’s decision whether or not to tender shares in the offer. Accordingly, Tracinda does not believe that revised offering materials are required to be disseminated.

4.

You should prominently disclose, including in the Summary section, that the offer price is below the recent high trading prices for General Motors shares. In this regard, we note
that those shares traded at a high of $40.80 during the first quarter of 2005, and at a high of $32.96 during the second (most recent) quarter. Where you provide disclosure about the offer price and how it relates to recent (select) trading prices,
include this balancing disclosure as well.

 The
Schedule TO has been revised in response to Comment No. 4. See Items (2) and (3) of the Amendment.

5.

The disclosure here is unclear because it begs the question of whether the record date for the dividend distribution will be before or after the close of this tender offer. That is,
if a GM shareholder tenders his or her shares into this offer, which is set to expire on June 7, 2005, will he or she be considered a record holder for purposes of receiving the annual dividend? Or will the bidder in this offer likely receive the
dividend? Although we know you do not set the record date, we believe the disclosure here should be clarified to explain how this will be determined.

 At the time the tender offer was commenced by Tracinda, General Motors had not declared its regular quarterly dividend. On
May 9, 2005, General Motors announced that it would pay a dividend of $.50 per share on June 10, 2005 to stockholders of record on May 19, 2005. Accordingly, the Schedule TO has been revised in response to Comment No. 5. See Items (1) and (6) of the
Amendment.

6.

See the last comment above. The disclosure on page 20 of the Offer to Purchase states that you will not adjust the offer price if General Motors does not set a record date for its
dividend which is prior to the expiration date. This seems to suggest that you will adjust the offer price if General Motors sets a record date that is before the expiration of the offer. This in turn seems to conflict with the disclosure in this
section. Please revise or advise.

 The Schedule
TO has been revised in response to Comment No. 6 to make clear that the offer price will not be amended if General Motors pays a $.50 per share dividend on June 10, 2005 to stockholders of record on May 19, 2005. See Items (1) and (6) of the
Amendment.

7.

 See the last comment above. The disclosure in this section is also unclear because it implies that shareholders on the record date will receive the annual dividend,
no matter the amount of that dividend. It is

 Jeffrey B. Werbitt

 May
25, 2005

 Page 3

not until the last page of the Offer to Purchaser that you state that the purchase price will be reduced to the extent that the quarterly dividend exceeds
$.50 per share (with some exceptions). Please clearly describe how the amount of the quarterly dividend impacts the offer price in a prominent place in the summary section.

 At the time the tender offer was commenced by Tracinda, General Motors had
not declared its regular quarterly dividend. On May 9, 2005, General Motors announced that it would pay a dividend of $.50 per share on June 10, 2005 to stockholders of record on May 19, 2005. Accordingly, the Schedule TO has been revised in
response to Comment No. 7. See Items (1) and (6) of the Amendment.

8.

See the last two comments above. Note that it is our view that if the offer price is adjusted because of the amount of the dividend or the record date, we view this as a material
change in the terms of the offer that may require an extension and dissemination of revised offer materials. Please confirm your understanding supplementally.

 Tracinda confirms that if the offer price is adjusted because of the amount of the dividend or the record date, it would be
a material change in the terms of the offer that may require an extension of the offer and dissemination of revised offering materials.

9.

We refer you to the disclosure in the second paragraph on page 10. There, you state that Tracinda reserves the right to reject tendered shares if it cannot exercise full voting
rights with respect to them at any meeting of stockholders. Whether or not a meeting will occur before the expiration of this offer, this offer term violates Rule 14d-10 because it bars shareholders who are not record holders for purposes of a
particular meeting, or consent date, from participating in this offer. Please revise.

 The Schedule TO has been revised in response to Comment No. 9. See Item (7) of the Amendment.

10.

While you may condition your tender offer on any number of conditions, those conditions must be clearly and specifically described in your offer materials and must be outside of
your control. We are concerned that many of the listed offer conditions are so broadly drafted as to potentially render this offer illusory, and to make it impossible for a General Motors shareholder to determine what events or occurrences will
allow you to terminate it. Please generally revise to narrow your conditions, quantifying where possible. The following lists examples of some offer conditions which we believe are problematic because of their breadth or lack of specificity;
however, this is not intended to be an exhaustive list, and we urge you to examine and revise this section generally:

(a)(iii)

Quantify what is a “material change” for purposes of this condition.

(a)(v)

Quantify “material decrease.”

(b)

This condition is so broadly drafted as to essentially allow you to assert it under any circumstances. For example, Tracinda may assert this offer condition when it becomes aware of
any “fact” that “may” have an [unquantified] negative impact on the value of General Motors’ shares.

(d)

This offer condition, as currently drafted, would appear to allow you to terminate the tender offer based on voluntary actions by the bidder.

(e)

 This offer condition would appear to be implicated by current Federal securities laws applicable to tender offers. For example, if an SEC rule “might”
require you under certain circumstances to extend the offer, and thereby resulting in a “delay” in its consummation, this offer condition would appear to be triggered. In addition, (e)(iii) refers to events that “could”

 Jeffrey B. Werbitt

 May
25, 2005

 Page 4

materially adversely affect you or any of your subsidiaries or affiliates, without identifying these individuals or entities.

 The conditions to the offer by Tracinda are consistent with standard
conditions set forth in offers to purchase filed with the Commission by other parties in recent years, including: the offer to purchase Retek Inc. filed under Schedule TO on March 9, 2005; the offer to purchase Digital Impact, Inc. filed under
Schedule TO on February 24, 2005; the offer to purchase Microcell Telecomm