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    gem_corr-021508.htm

      VIA
EDGAR

      February
19, 2008

      Securities
and Exchange Commission

      100 F
Street, N.E.

      Judiciary
Plaza

      Washington,
D.C.  20549

      Attn: Division of Corporation
Finance,

                Re:

                General Environmental Management,
      Inc.

                File
      No. 333-148100

      Dear
Ladies and Gentlemen:

      At the
request of General Environmental Management, Inc., (the “Company”), we are
responding to the comments raised by the Staff of the Securities and Exchange
Commission (the “Commission”) in the comment letter dated January 16, 2008 from
Pamela A. Long of the Commission to Timothy J. Koziol, Chief Executive Officer
of the Company, relating to the registration statement on Form SB-2 of the
Company initially filed with the Commission on December 14, 2007 (the
“Registration Statement”).  We have filed simultaneously Amendment
No. 1 to the Registration Statement and have attached a marked copy of such
Amendment No. 1 indicating the changes that the Company has made to the
Registration Statement.

      In
compliance with release number 33-8876 the registration statement is filed on
form S-1A.  Further, in accordance with the SEC’s guidance dated
January 25, 2008 the Company elects to keep form SB-2 disclosure
format.

       The
numbered paragraph below corresponds to the paragraph in which the comment was
made.  For your convenience, we have included above our response a copy of
the comment to which we are responding.

      General

      1.           We
note that General Environmental Management, Inc. or GEM is registering for
resale 4,252,175 Shares of common stock issuable upon exercise of warrants and
447,918 shares of common stock issuable upon conversion of convertible notes.
Based on disclosure in the prospectus, it appears that 8,555,365 shares of
common stock are currently held by
non-affiliates. Given the size of the offering of these shares by the selling
securityholders relative to the number of outstanding shares held by
non-affiliates, the transaction appears to be a primary offering. Since GEM is
ineligible to conduct a primary offering on Form S-3, GEM would be ineligible to
conduct an at the market primary offering under Rule 415(a)(4) of Regulation C
under the Securities Act for these shares. Thus, GEM should significantly reduce
the size of the offering relative to the number of outstanding shares held by
non-affiliates, or:

                  §

                  File
      a registration statement for the "resale" offering at the time of each
      conversion and warrant exercise because GEM is ineligible to conduct the
      offering on a delayed or continuous basis under Rule
      415(a)(1)(x).

                  §

                  Identify
      the selling securityholders as underwriters in the registration
      statement.

                  §

                  Include
      the price at which the underwriters will sell  the
      securities

          1

      Response

      Please
note that GEM has reduced the number of shares that are sought to be registered
by the Registration Statement from 14,230,972 to 4,004,669.

      We note
from recent guidance from David Lynn, Chief Counsel of the Division of Corporate
Finance, that the Staff’s position regarding the number of shares of common
stock underlying convertible securities that may be registered will be capped at
33% of the “float.” In addition, Mr. Lynn further stated that the Staff would
consider permitting an issuer to register more shares than the cap where there
are mitigating factors based upon the factor tests contained in the SEC’s Manual
of Telephone Interpretations, such as: 1. a large number of investors who are
unaffiliated with the issuer and each other;   2. a conversion
price that is above market and fixed; 3. a minimal discount price for the
securities offered in the PIPE; 4. the securities have been held by the
investors for a significant period of time and 5. selling stockholders consist
of retail investors rather than hedge funds and other investors who are in the
business of underwriting securities.

      Based
upon Mr. Lynn’s guidance, and applying same to the 8,555,365 shares in GEM’s
float, we believe the Staff would permit GEM to register 33% or 2,848,936 shares
of common stock underlying convertible notes and warrants without such offering
being considered a “primary “ offering and not violative of Rule
415(a)(4).

      However,
GEM believes that the following facts should be examined by the Staff in
determining whether GEM may reduce the amount of shares it seeks to register to
2,848,936, or some other number of shares in excess of 2,848,936
shares:

      a.
Of the 2,751,327 shares underlying warrants sought to be registered by GEM in
this Registration Statement, 1,173,153 of the shares are owned by 84 “retail”
investors,

      b.
Such 84 investors made their investment and purchased their warrants between
September 2006 and October 2007.

      c.
Such 84 investors are not related to one another

      d.
Such 84 investors are not hedge funds nor in the business of underwriting
securities.

      GEM
believes that such 1,173,153 shares owned by the 84 retail investors should not
be included as part of the 2,848,936 shares that GEM believes the Staff would
allow to be registered in the Registration Statement.  The
Registration Statement therefore seeks to register a total of 4,004,669 shares,
which includes 3,556,920 shares underlying warrants and convertible
notes.  Should the Staff not agree with GEM’s position, GEM will
reduce the number of shares to a number that the Staff would not consider to be
violative of Rule 415 (a)(4).

      2.           Provide
interim financial statements as required by Item 310(b) of Regulation
S-B.

      Response

      The
Company intends to file its year ended December 31, 2007 financial statements
with an updated consent from Weinberg & Company P.A. as an amendment to the
registration statement when such financial statements are
completed.

      Registration Statement's
Facing Page

      3.           We
note that GEM is registering for resale 4,252,175 shares of common stock
issuable upon exercise of warrants and 447,918 shares of common stock issuable
upon conversion of convertible notes. Tell us how GEM determined to register the
number of shares underlying the warrants and convertible notes. Notwithstanding
the issues raised in the first comment of our letter, note that GEM may only
register a number of shares representing a good faith estimate of the number of
issuable shares upon exercise of the warrants and conversion of the notes.
Provide us an analysis of GEM's good faith estimate.

          2

      Response

      Please
note that the number of shares underlying convertible notes sought to be
registered has been increased by a total of 357,675 to 805,593
shares.  This is as a result of the correction of an omission in the
Registration Statement of 357,675 shares underlying convertible notes (the
“Additional Notes”)held by Laurus Master Fund,(“Laurus”) (4,307 shares), Valens
U.S. SPV I, Ltd. (“Valens U.S.”) (377,472 shares), and Valens Offshore SPV I,
Ltd (“Valens Offshore”) (423,814 shares).

      The
following table shows the computation of the number of shares issuable upon the
conversion of notes and is a good faith estimate of the number of shares that
are issuable upon the conversion of the notes:

                Name

                Principal
      Amount

                Interest
      Amount (1)

                Price
      per Share

                Total
      # of Shares

                Valens
      U.S. 04

                   $
      66,757.24

      $ 622.53

                $2.78

      24,238

                Valens
      Offshore 04

                 $
      311,226.33

                $
      2,902.74

                $2.78

                112,997

                Valens
      Offshore 24

                 $
      139,905.93

                $
      1,308.88

                $2.78

      50,797

                Valens
      U.S. 24

                   $
      77,067.84

                   $
      718.71

                $2.78

      27,981

                Valens
      Offshore 34

                 $
      118,471.29

                $
      1,104.98

                $2.78

      43,014

                Valens
      U.S. 34

                 $
      248,334.35

                $
      2,316.16

                $2.78

      90,163

                Valens
      Offshore 06

                 $
      597,700.52

                $
      5,574.38

                $2.78

                217,006

                Valens
      U.S. 06

                 $
      647,508.90

                $
      6,038.85

                $2.78

                235,090

                Laurus

                   $
      11,860.91

      $ 110.54

                $2.78

      4,307

                1.

                Interest
      accrued through December 31, 2007

      We point
out to the staff that all convertible notes sought to be registered are held by
either Laurus, Valens U.S. or Valens Offshore, each of which has as its Managing
Members Eugene Grin and David Grin.   These notes were issued in
connection with transactions dated February 28, 2006 and October 31, 2007 with
Laurus Master Fund, Valens U.S. and Valens Offshore pursuant to which the
Company borrowed monies from such entities.

      The terms
of all of the convertible notes, the underlying shares of which are sought to be
registered by the Registration Statement, included a representation that GEM
would register the underlying shares within a certain timeframe after the notes
issuance.  Similarly, the terms of the warrants issued in connection
with the February 2006 and October 2007 transactions, the underlying shares of
which are sought to be registered by the Registration Statement on behalf of
Laurus, Valens U.S. and Valens Offshore included a representation that GEM would
register the underlying shares within a certain timeframe after the warrants
issuance.  The filing of the Registration Statement is in compliance
with the terms of the notes and the warrants.

      As a
result of the reduction of the amount of total shares sought to be registered,
GEM has inquired of Messrs. Grin with regard to the apportionment of the
underlying shares to be registered on behalf of Valens U.S. and Valens Offshore
and Messrs. Grin has requested that the maximum amount of shares underlying
convertible notes be registered, with any balance be apportioned to shares
underlying warrants held by Valens U.S. and Valens
Offshore.  Accordingly, this Amendment No. 1 (the “Amendment”) seeks
to register 805,593 shares underlying convertible notes and 306,369 shares
underlying warrants held by Valens U.S. and Valens Offshore.

      With
regard to the balance of the shares underling warrants held by other warrant
holders, each of the warrant certificates evidencing the ownership of the
warrants contain a fixed conversion price, thereby setting the exact number of
shares that would be received by the warrant holder upon the exercise of their
warrants.  Adjustment to the number of shares that would be received
upon exercise would occur only in the case of a recapitalization or stock
splits.

          3

      Based
upon the above analysis, GEM estimates that the number of shares underlying the
notes and the warrants is correct.

      Risk Factors. Page
7

      4.           We
note the statement "Other factors not identified herein could also have such an
effect" Since GEM is required to disclose all risk factors that it believes are
material at this time, please delete the statement.

      Response

      The
statement has been deleted.

      Liquidity, page
27

      5.           Disclosure
under (ii) in the fourth paragraph states that the series of agreements includes
an amendment to modify the amortization of the remaining balance of the Laurus
February 28, 2006 secured convertible term note. Describe briefly the
modification' s principal provisions.

      Response

      The
disclosure has been amended in the sixth paragraph of the liquidity section of
management’s discussion and analysis to comply with the Staff’s
comment.

      Legal Proceedings page
31

      6.           Disclosure
states that a lawsuit was instituted by Romic Environmental Technologies, Inc.
or RET against GEM and the four former RET senior executives. Provide all of the
disclosures required by paragraphs (a)(1) through (5) of Item 103 of Regulation
S-B.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Management, page
31

      7.           In
the biographical paragraph of Mr. Brett M. Clark, describe briefly his business
experience during the past five years, See Item 401(a)(4) of Regulation
S·B.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Audit Committee, page
32

      8.           Disclosure
states that Mr. James Stapleton is "independent" as that term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act. Item 7(d)(3)(iv)(B) of
Schedule 14A stipulates that if a registrant is not a listed issuer, the
registrant must use a definition for audit committee member independence of a
national securities exchange or a national securities association in determining
whether a member is independent, and state which definition was used. Since GEM
is not a listed issuer, please revise to comply with the requirements of Item
7(d)(3)(iv)(B) of Schedule 14A.

      Response

      The
disclosure has been amended per the Staff’s comment.

          4

      Executive Compensation, page
32

      9.           Registration
statements, including pre-effective and post-effective amendments filed on or
after December 31, 2006, that are required to include Items 402 and 404 of
Regulation S-B disclosures for fiscal years ending on or after December 15, 2006
must comply with the requirements adopted by the Commission and published in
Release No. 33-8732A. Revise the summary compensation table to comply with those
requirements. Also ensure that the certain relationships and related
transactions section includes all of the disclosure requirements published in
Release No, 33-8732A.

      Response

      The
disclosure has been amended per the Staff’s comment.

      10.           Footnote
(2) to the summary compensation table states that Mr. Brett M. Clark performed
services for GEM "during the first part of the year" as an outside consultant.
Specify to which year you are referring.

      Response

      The
disclosure has been amended per the Staff’s comment.

      Laurus Convertible Note
Financing, page 38

      11.           Disclosure
states that Laurus Master Fund, Ltd. or Laurus assigned all but 1.22% of the
balance of the note to Valens U.S. SPV I, LLC or Valens US and Valens Offshore
SPV I Ltd. or Valens.  Quantify the balance of the note that was
assigned by Laurus to Valens US and Valens. As appropriate, revise related
disclosures elsewhere in the registration statement, including the business and
management's discussion and analysis of financial condition and results of
operations or MD&A sections.

      Response

      The
Staff’s comment has been complied with.

      The total
remaining balance of the February 28, 2006 secured convertible term note at
October 31, 2007 was $969,696.98.   In conjunction with this
transaction, $569,603.55 or 58.7% of this balance was assigned to Valens,
$388,232.53 or 40.0% of this balance was assigned to Valens US and $11,676.56 or
1.22% remained with Laurus Master Fund.

      12.           Disclosure
slates that monthly principal payments on the remaining balance of the note and
the October notes were set at a total of $60,606.06. Allocate the amount of the
mont