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    gem_corr-041608.htm

    VIA
EDGAR

    April 17,
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 March 10, 2008 from
Pamela A. Long of the Commission to Timothy J. Koziol, Chief Executive Officer
of the Company, relating to Amendment # 1 to the registration statement on
Form S-1 of the Company filed with the Commission on February 20, 2008 (the
“Registration Statement”).  We have filed simultaneously Amendment
No. 2 to the Registration Statement and have attached a marked copy of such
Amendment No. 2 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 you have reduced the size of this offering pursuant to prior comment
1.  However, we remain concerned with the offering’s overall size
relative to the number of shares outstanding that are held by non-affiliates. In
addition, Laurus and its affiliates are collectively offering in excess of 10%
of the company’s unaffiliated shares. You may further reduce the amount of
shares being registered for resale in response to this comment, or as noted in
prior comment 1

              §

              File
      a11 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

    Response

    Please
note that GEM has reduced the number of shares that are sought to be registered
by the Registration Statement from 4,252,365 to 3,119,174.  Also
please note that the number of shares sought to be registered on behalf of
Laurus and its affiliates has been reduced from 1,111,962 to 776,342, which is
below 10% of GEM’s unaffiliated shares.

        1

    Based
upon the 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”, and our explanation contained in our response to
your comment #1 in our Response Letter dated February 19,2008, we believe that
the number of shares sought to be registered by GEM in the Registration
Statement is in compliance with Rule 415(a)(1)(x).

    2.           We
note that GEM in response to prior comment 2 intends to provide by amendment
updated financial statements as required by Item 310 of Regulation
S-B.  As requested in prior comment 26, include an updated consent of
GEM’s independent public accountant as an exhibit to the registration
statement.

    Response

    The
Registration Statement has been updated to include the December 31, 2007 audited
financial statements of GEM and an updated consent of GEM’s independent public
accountant has been provided as an exhibit to the registration
statement.

    3.    Revise
disclosures throughout the registration statement to reflect the updated
financial statements. For example, refer to the risk factors and management’s
discussion and analysis of financial condition and results of operations
sections.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Market for common Equity and
Related Stockholder Matters, page 14

    4.           Update
the table to include data for the quarter ended December 31, 2007

    Response

    The table
has been updated through March 31, 2008.

    Legal Proceedings, page
32

    5.           Revised
disclosure states that Romic environmental Services, Inc. alleges damages of $15
million.  If GEM and four of its senior executives do not prevail in
the lawsuit, clarify whether and adverse outcome would have a material adverse
effect on GEM’s business or financial condition.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Legal Proceedings, page
32

    6.           Revised
disclosure in response to prior comment 8 states that Mr. James Stapleton is
“independent” as that term is used in the rules of the Nasdaq stock
market.  Since the Nasdaq stock market has three listings tiers,
clarify which tier’s definition GEM used.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

        2

    Executive
Compensation

    7.           Refer
to prior comment 9.  GEM appears to be using the old compensation
tables and old executive compensation and related transactions
disclosures.  As indicated previously, registration statements,
including pre-effective and post-effective amendments filed on or after December
31, 2006, are required to include Items 402 and 404 of Regulation S-B
disclosures for fiscal years ending on or after December 15, 2006 that comply
with amendments to the disclosure requirements adopted by the Commission on
November 7, 2006.  See Items 402 and 404 of Regulation S-B and Release
No 33-8732-A and revise the disclosures and include the new tables.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    8.           Provide
also the executive compensation disclosures required by Item 402 of Regulation
S-B for the fiscal year ended December 31, 2007. See telephone interpretation
8B. in section J of our July 1997 “Manual of Publicly Available Telephone
Interpretations” that is available on the commission’s website at http://www.sec.gov.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Selling Stockholders, page
40

    9.           Refer
to prior comments 13 and 14.  Revised disclosure in footnote (1)
indicates that the column number of shares owned before the offering includes
all shares owned and shares underlying convertible notes that are convertible
within 60 days from the date of the prospectus and warrants that are exercisable
within 60 days from the date of the prospectus and warrants that are exercisable
within 60 days from the date of the prospectus.  Revise the table to
indicate the aggregate number of shares that each selling securityholder may
acquire, absent contractual limitations on beneficial ownership such as the
4.99% limitation or other limitations such as within 60 days.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    10.         Although
there is a footnote number (35) in the table next to the name of the selling
securityholder, Donald L. Danks & Terri Danks TR Danks Family, there is no
footnote (35).  Please revise.

     Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    11.         Unless
there is more than one selling securityholder with the same name, it is unclear
why there is more than one entry for selling securityholder in the
table.  For example, refer to the two entries for Suzanne M. Harrison
and the two entries for Westwood Kent in the table, and revise or
advise.  We note that GEM added in response to prior comment 19 a
section “Recent Financings” to describe how each selling securityholder acquired
the securities being offered for resale.  Provide a cross reference
here to that section.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

        3

    Exhibit
Index

    12.         The
exhibit index should include all exhibits filed with the initial registration
statement and any subsequent amendment to the registration
statement.  If applicable, indicate by footnote or otherwise that an
exhibit has been filed previously.  We note that exhibit 23.1 filed
with the initial registration statement is omitted from the exhibit
index.  Please revise.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    Exhibits

    13.         Notwithstanding
the representation in response to prior comment 25 that GEM has filed the escrow
agreement as an exhibit to the registration statement, the escrow agreement was
not filed and is not included in the exhibit index.  Please file the
escrow agreement in the next pre-effective amendment to the registration
statement.

    Response

    The
Escrow Agreement has been filed with this Amendment #2 and is now referred to in
the Exhibit Index.

    Exhibit
5.1

    14.         The
caption “Re:  Form S-1A Relating to 2007 Incentive Plan” is
inapplicable to the offering under this registration
statement.  Please revise.

    Response

    Exhibit
5.1 has been revised in compliance with the Staff’s comment.

    15.         Revise
the first paragraph to clarify that the 4,004,669 shares of common stock being
registered under this registration statement include:

            §  447,749
shares of common stock.

           §  2,751,327
shares of common stock issuable upon exercise of warrants.

            §  805,593
shares of common stock issuable upon conversion of convertible
notes.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    16.         The
third paragraph refers to shares “to be issued pursuant to the
Agreement.”  Clarify to what agreement the opinion is
referring.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment

    17.         The
fourth paragraph states that “We…assumed that the provisions of the Nevada
Revised Statutes are substantially the same as the California Corporations Code
with respect to the subject matter of this opinion, and “We…express no opinion
as to any laws other than those of the State of California and the federal laws
of the Unites States.”  For equity securities, counsel must opine on
the legality of the securities under the laws of that state in which the
registrant is incorporated.  Since counsel may not “carve out” the law
of the relevant jurisdiction or indicate that is not qualified to opine on that
law, please revise.

        4

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    18.         The
fifth paragraph states that the opinion is provided to GEM for its benefit and
“may not be relied upon by any other person.”  Since disclaimers of
responsibility that in any way state or imply that investors are not entitled to
rely on the opinion or other limitations on whom may rely on the opinion are
unacceptable, please revise.

    Response

    Exhibit
5.1 has been revised in response to the Staff’s comment.

    19.         Counsel
must consent also to being named in the registration statement.  See Rule 436 of
regulation C under the Securities Act, and revise.

    Response

    Exhibit
5.1 includes counsel’s consent to being named in the registration
statement

    Undertakings, page
53

    20.         Refer
to prior comment 28.  As noted previously, the Rule 430A undertaking
is inapplicable to this offering.  Please remove that undertaking that
is in item (4) of the undertakings.

    Response

    The
Registration Statement has been revised in compliance with the Staff’s
comment.

    On behalf
of the Company, we have arranged for delivery to the attention of Edward M.
Kelley of the Commission via Federal Express for overnight delivery three copies
of this response letter together with marked copies of Amendment No.2, and the
supplemental information listed above.

    We hope
that the Staff will be able to accommodate the Company by responding to this
response letter as soon as practicable. In the meantime, should members of the
Commission Staff have any questions or comments, or require any additional
information regarding any of the responses or the attached filing, please
contact the undersigned at 619-702-8690 or Stanley M. Moskowitz, who is Of
Counsel to this firm at 858 523-0100.

    Very
truly yours,

    de Castro
P.C.

            By:

              /s/
      Audie J. de Castro

              Audie
      J. de Castro

    5