SecProbe.io

September 10, 2010

VIA U.S.  MAIL

Nick S. Cyprus  Vice President, Controller and Chief Accounting Officer
General Motors Company  300 Renaissance Center  Detroit, MI 48265-3000
Re: General Motors Company
Registration Statement on Form S-1  Filed August 18, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you have relied on reports from th ird-party sources, including IHS Global
Insight, for data.  Please provide us with the relevant portions of the materials you cite.  Also, please provide a consent pursuant to Ru le 436 or tell us why you believe a consent
is not required.
2. Please revise to provide a full definition for all acronyms and other defined terms at their
first use.  We note, for example, the use of OEM on page 2, New VEBA on page 3,
ASEAN on page 5, and DMDA on page 54.

3. Please advise us about the current trading market for Old GM debt securities.  In
particular, please address whether the trading values of these debt securities represent

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 2

information that would be material to an investor in your comm on stock or Series B
preferred stock.

Prospectus Summary , page 1

4. It is a rare occurrence for a company conducti ng an initial public offering to have a
controlling stockholder that is a department of the federal government.  Given this
relatively unusual circumstance, please incl ude in the Summary a discussion of how
potential investors should eval uate how this relationship with the UST has had and may
have an impact on your business and operati ons, including your business strategy and
product offerings, financing activities a nd selection, tenure and compensation of
management.  Please address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the initi al public offering and
how this could result in actions being taken by the company that may not be in the best interests of those investors.  Please also revise the first full risk factor on page 18
accordingly.
5. Please balance the discussion in  your Summary by disclosing that your market share has
declined in recent years and that it may con tinue to decline in light of your continuing
restructuring activities and general economi c conditions.  In this regard, we note
disclosure in your risk fa ctor section and MD&A.
 Our Industry and Market Opportunity, page 2

6. We note your disclosure in the footnote to the graph that you cal culate your market
position based upon internal data.   Please tell us how you calculated worldwide automobile sales and your market share a nd position within the markets you discuss on
page 3 and elsewhere in the prospectus.  To the extent all ma rket share and position
disclosure is based on internal data, please clarify that point.   Otherwise, please disclose
the source of the information that supports your  disclosure. In this regard, we note that
you sometimes discuss “market share” and in other instances you discuss “market share
based on vehicle sales volume in 2009.”  If you have a single definition of market share,
please revise to clarify this by footnot e or other appropria te disclosure.

7. To the extent the estimates in this section or elsewhere in the pr ospectus have changed,
please revise to update.
Our Competitive Strengths, page 3

8. Reference is made to the fifth bullet on page 3.  Please provide us with substantiation for
the statement that you “would have achieved breakeven with annual U.S. industry sales
of approximately 10.5 to 11.0 million vehicles.”

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 3

Sell our vehicles globally, page 5

9. Refer to the last bulle t under this subheading.  We are confused by your use of the term
“non-prime.”  If by “non-prime” you are referring  to “sub-prime” financ ing, please revise
to so state.  If “non-prime” means something el se, revise to briefly define.  We note, in
this regard, that AmeriCredit uses the term “sub-prime” to describe its financing business
in its most recent Annual Report on Form 10-K.

The Offering, page 7

10. Please revise the last paragraph on page 9 to quantify the number of common shares issuable upon conversion of shares of Series B preferred stock.

Risk Factors, page 13

General

11. Certain of the subcaptions in this section do not adequately describe the risk to the
company.  We note, for example, the second ri sk factor on page 13, the first full risk
factor on page 14, and the second full risk factor on page 23.  Please revise accordingly.

Inadequate cash flow could materially adve rsely affect our business operations, page 15

12. Please revise this risk factor to specifically address each of your substantial liquidity
requirements on an individual basis, in each case providing quantitative and qualitative
disclosure as appropriate.  Pleas e also revise the subcaption to  describe the liquidity risk
with greater specificity.

Our U.S. defined benefit pension pl ans are currently underfunded, page 16

13. You state in the subcapti on that your pension funding obligations may increase
significantly due to weak  performance of financial market s.  Please revise the subcaption
and the risk factor discussion to  also address the risks relate d to the investment decisions
and types of investments that  make up the plan assets.
 If adequate financing on acceptable terms is not  available through Ally Financial, page 17

14. If there is a risk that offering financing th rough AmeriCredit could negatively affect your
relationship with Ally Financial, please revise this risk factor to describe that risk.  Also
disclose whether there is a risk to you because AmeriCredit provides financing to
competing auto companies.

15. If increasing your reliance on non-prime financing of your cu stomers creates a material
risk, please add a risk factor.

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 4

16. We note that while you have recently reduced your ownership interest in Ally Financial,
it appears that you continue to  be substantially dependent on Ally Financial to provide
financing to your customers and dealers.  Pl ease expand your discussion of the risks to
you associated with developments in the business and financia l condition of Ally
Financial.

17. Please address the risks of failing to de velop your own captive financing unit as a
separate risk factor.

Use of Proceeds, page 31

18. You state that you intend to use the net proceeds from th e Series B preferred stock
offering for general corporate purposes.  To the extent possible, please discuss your plans
more specifically.  If you intend to use any of  the proceeds to pay down your debt or fund
your pension obligations, please revise accordingly.

Management’s Discussion and Analys is of Financial Condition, page 37

19. We note the reference in the in troductory language in this section to an “agreement with
the SEC Staff.”  To the extent you are referring to the July 9, 2009 no-action letter to
Motors Liquidation Company, please revise to  clarify that the no- action letter is the
“agreement” with the staff.
20. We note the disclosure on pages 74, 154, a nd elsewhere, that you conduct business in
Latin America, Africa, and the Middle East , regions that are ge nerally understood to
include Cuba, Sudan, Syria, and Iran.  Further, on your website, you identify your dealerships in Syria.  In addition, it appears from publicly-available information that certain Opel models with diesel engines manufactured by your majority-owned joint
venture, Isuzu Motors Polska, are being sold by the Opel official representative in Iran.
As you know, Cuba, Sudan, Syria, and Iran are countries that are id entified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  We note that your Form S-1 does not include disclosure regarding
contacts with Cuba, Sudan, Syria, or Iran.
Please describe to us the nature  and extent of your past, curr ent, and anticipated contacts
with Cuba, Sudan, Syria, and/or Iran, whethe r through subsidiaries, distributors, dealers,
or other direct or indirect arrangements, since the Old GM letter to us dated March 5,
2007.  Your response should describe the product s, services, or technology that you have
provided into Cuba, Sudan, Syria, or Iran, di rectly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had wi th the governments of those
countries or entities controll ed by those governments.
21. Please discuss the materiality of your contacts  with Cuba, Sudan, Syria, and/or Iran, and
whether those contacts constitute a material in vestment risk for your security holders.
You should address materiality in quantitati ve terms, including the approximate dollar
amounts of any associated reve nues, assets, and liabilities associated with each of the

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 5

referenced countries for you and for Old GM for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corporate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-designated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Cuba, Sudan, Syria, or Iran.

22. We note the emphasis you place on the breakeven  point for GMNA.  Please explain the
importance of this metric to you.

 Portfolio of high-quality vehicles, page 40

23. We note the risk factor on page 13 and pre ss reports regarding nega tive public perception
of your products.  Please expand your discussi on of the efforts you have taken to counter
this perception.  Revise your Su mmary section in this manner as well.  To the extent that
negative perceptions of vehicle quality, your  bankruptcy, and your status as a TARP
recipient represent discrete risks,  please revise your risk fact or disclosure accordingly.

Strong leadership team with  focused direction, page 41

24. Please balance the discussion in this bullet with  your risk factor disclosure that several
key executives lack auto industry experience and the significant management changes since spring 2009.  Revise your Summary section in this manner as well.
 Other cost reduction and rest ructuring actions, page 47

25. Please discuss how your plans have changed from those contemplated by the Revised
Viability Plan and the reasons for such change s.  To the extent pa rticular objectives are
still in place, please discuss your performan ce as compared to the stated goals.
 Opel/Vauxhall Restructuri ng Activities, page 53

26. Please revise the first paragr aph after the bullets to clarify the additional amount you
expect to provide toward re structuring Opel/Vauxhall.

Investment in Ally Financial, page 57

27. We note the disclosure on page 17 that A lly Financial (formerly GMAC) has provided
most of the financing for your dealers and a significant amount of  financing for your
customers.  Accordingly, please expand the disc losure with respect to your investment in
Ally Financial.  In this regard, we suggest you present a table summarizing the

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 6

percentage effect on your owne rship of the transactions, including the November 2006
sale of a 51% controll ing interest as well as the transa ctions described on page 59, that
resulted in your current ownership of 16.6% of the common stock of Ally Financial, of
which 6.7% is held directly and 9.9% is held  in an independent trust.  We suggest you
show your direct ownership in a separate column  from the interest held in an independent
trust.  A presentation using this two-column approach could be uti lized to explain that,
although your combined post-2006 ownership interest in Ally Financ ial increased from
49% to 59.9% in early 2009, your direct ownership (excluding the interest held in an
independent trust) remained at 49% and, as  a result, you continued to account for your
interest in Ally Financ ial under the equity method.

28. In addition, please clarify your disclosure here, and in Note 10 to your financial
statements, to explain why you began to account for your investment in Ally Financial
using the cost method when Ally Financial converted its status to a C corporation
effective June 30, 2009, rather than earlier wh en your direct owners hip was reduced to
9.9% by placing 14.6% of your then-24.5% ownershi p into an independent trust.  In your
response, specifically address:

• How you were able to continue to exercise  significant influen ce over Ally Financial
after your direct ownership was reduced to 9.9%; and

• Why its conversion into a C corporation cause d you to no longer be able to exercise
significant influence over Ally  Financial in light of the disclosure on page F-50 that,
in connection with the conversion into a C corporation, each unit of each class of
membership interests was converted into shar es of capital stock with substantially the
same rights and preferences as such membership interests.

Job Security Programs, page 61

29. Please explain the significance of the JOBS  Program suspension.  In addition, please
discuss whether there is a possibility  that program will be reinstated.

Consolidated Results of Operations, page 63

30. We believe you could enhance your presentati on of period-to-period comparisons by
providing a table, for each line item such as net sales and revenues, cost of sales, interest
expense, etc., summarizing the amounts contributed by each segment to your consolidated results.  This enhanced pres entation would allow the reader to see the
relative contribution of each segm ent to your consolidated resu lts with an explanation of
the larger period-to-period changes, followed by a more detailed explanation of period-
to-period changes within the se parate discussions of each segm ent’s results of operations.
Please revise.
31. We believe your discussion and analysis of co st of sales could be enhanced by providing
disclosure with respect to the major component s within your cost of sales.  Please revise.

 Nick S. Cyprus
 General Motors Company
 September 10, 2010
 Page 7

32. Please tell us what consideration you gave to  providing disclosure within MD&A of fleet
sales and how such sales affect your results of operations.  In this  regard, we note your
disclosure on page 148 that certain fleet tr ansactions, particularly  daily rentals, are
generally less profitable than retail sales.

Vehicle Sales and Production Volume, page 64

33. We note that, in MD&A, you present total wo rldwide vehicle sales for the industry as
well as market share information.  This same information is also included in the Business
section of your filing.  With respect to your MD&A, we believe you should discuss only the infor