SecProbe.io

Mail Stop 3561
         April 30, 2010
Via U.S. Mail

Edward E. Whitacre, Jr.
Chairman and Chief Executive Officer  General Motors Company  300 Renaissance Center  Detroit, MI 48265-3000
Re: General Motors Company
Registration Statement on Form 10
  Filed April 7, 2010
  File No. 000-53930    Form 10-K for the fiscal year ended December 31, 2009    Filed April 7, 2010    File No. 333-160471    Motors Liquidation Company    Current Report on Form 8-K    Filed April 6, 2010   File No. 001-00043
Dear Mr. Whitacre:

We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Edward E. Whitacre
General Motors
April 30, 2010
Page 2

Form 10

General

1. Please be advised that your registrati on statement will automatically become
effective 60 days after filing.  Upon effec tiveness, you will become subject to the
reporting requirements of the Securities Exch ange Act of 1934, even if we have not
cleared comments.  In the event it appear s that you will not be able to respond by
the 60th day, you may wish to consider withdrawing your registration statement
and refiling when you have cleared all of our comments.

Form 10-K

Item 1A.  Risk Factors, page 22

2. In future filings, please delete the last two sentences of the introductory language.
Only material risks should be referenced in this section.

3. In future filings, please add a risk factor discussing risks associated with technical
defaults or breach of financial ratio covena nts in certain loan facilities.  We note
your disclosure on page 94.
 Management's Discussion and Analysis

 Liquidity and Capital Resources, page 87

4. In the table on page 89, you show no VE BA assets at December 31, 2009.
However, the accompanying disclosure st ates that you transferred all of the
remaining VEBA assets after December 31, 2009, which implies that you still held
the VEBA assets, but did not consolidate them, at December 31, 2009.  If so, please
explain to us your basis in the accounting l iterature for not consolidating the VEBA
assets at December 31, 2009.

5. With respect to the table on page 93, pl ease revise to clar ify and explain the
information presented.  In this regard, we note that you have presented a table
summarizing your available liquidity on page 88, and you have discussed changes
in your available liquidity on page 89.  However, on page 93, you have presented a
table with different terminology and there is no associated discussion.  Also, the
term “net asset” may be confusingly simila r to a term often used when referring to
stockholders’ equity.

Edward E. Whitacre
General Motors
April 30, 2010
Page 3

Notes to Consolidated Financial Statements
 Note 2.  Chapter 11 Proceedings and the 363 Sale, page 128

6. You state that applic ation of fresh-start reporting re sulted in the recognition of
goodwill.  In addition, you state that you r ecorded valuation allowances against
certain of your deferred tax assets, which al so resulted in goodwill.  In this regard,
we note the disclosure on page 110 that concluding that a valuation allowance is
not required is difficult when there is si gnificant negative evidence that is objective
and verifiable, such as cumulative losses  in recent years, and that you utilize and
Old GM utilized a rolling three years of actual and current year anticipated results
as the primary measure of cumulative lo sses in recent years.  However, your
disclosure at the beginning of Note 2 su mmarizes the significan t cost reduction and
restructuring actions contemplated by th e Revised Viability Plan, which actions
appear to provide significant positive evid ence regarding your ability to realize a
greater portion of your deferred tax assets .  Also, in 2008, Old GM concluded there
was substantial doubt relate d to its ability to cont inue as a going concern.
According to the disclosure on page 110, your  liquidity concerns were resolved in
connection with the Chapter 11 Proceedings  and the 363 Sale.  This would appear
to provide additional positive evidence rega rding your ability to  realize a greater
portion of your deferred tax assets.  It is  unclear to us how you considered these
positive factors when determining the amount  of the valuation allowances against
certain of your deferred tax assets, and t hus the amount of goodwill, recorded in
connection with your applica tion of fresh-start reporting.  In your response, please
specifically address why the negative evid ence outweighed the positive evidence in
light of the substant ial changes being made to your operations.  In addition to your
response, please expand and clarify your disc losure with respect  to the amount of
deferred tax assets (net of valuation allo wances) recorded in your application of
fresh-start reporting, as well as the propriety of con tinuing Old GM’s policy of
utilizing a rolling three years of actual and current year anticipated results as the
primary measure of cumulative losses in  recent years even though your operations
and those of Old GM appear to lack comparability.
  Directors of the Registrant, page 290

7. In future filings, please revise the direct or biographies to provide the information
called for by amended Item 401(e)(1) of Regulation S-K, including a brief discussion of the specific experience, qualifica tions, attributes, or skills that led to
the conclusion that the person should serve as a director.

Edward E. Whitacre
General Motors
April 30, 2010
Page 4

Form 8-K

8. We note that it appears you meet the defi nition of penny stock issuer.  As such,
please remove references to the Private Securities Litigation Reform Act in future filings.

* * * * *

  As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  You may wish to
provide us with marked copies of the amendmen t to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our comments and provides
any requested information.  Detailed cover le tters greatly facilitate  our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments 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 federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Edward E. Whitacre
General Motors
April 30, 2010
Page 5

You may contact Juan Migone  at (202) 551-3312 or Davi d Humphrey at (202) 551-
3211 if you have questions regarding comments on the financial statements and related
matters.  Please contact J. Nolan McWilliams  at (202) 551-3217 or me at (202) 551-3750
with any other questions.
        R e g a r d s ,
           M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r      cc: Via facsimile (202) 661-4986
William L. Tolbert, Jr., Esq.
 Jenner & Block, LLP