SecProbe.io

October 20, 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
Amendment No. 2 to the Registration Statement on Form S-1  Filed October 14, 2010
  File No. 333-168919

Dear Mr. Cyprus:

We have reviewed your response to our letter dated October 1, 2010 and have the
following additional comments.  Please note that page  references refer to the marked version of
your filing provided by counsel.   Management’s Discussion and Analysis, page 40

 Segment Results of Operations, page 86

1. We note your response to prior comment 29. In this regard, please add an introductory
paragraph to discuss management’s conc lusions regarding segment reporting.  In
particular, discuss why management believes segment information is best reported on a
geographic basis rather than another basis,  such as by brands, platforms or product
offerings (small, medium, and large cars and tr ucks).  Also, disclose the reasons why you
believe there are no reporting units in GMNA or GME below the operating segment
level.  This comment also applies to Note  33 to your audited financial statements.
 GM North America, page 86

2. We note your disclosure on page 44 that the br eakeven point is a critical metric that
provides an indication of GMNA’s cost stru cture and operating leverage.  Accordingly,
please add the supporting calculation of GMNA’ s breakeven point in your filing.  Include
disclosure of the underlying assumptions, such  as market share and variable profit per
vehicle.  Also, because of the critical nature  of this metric, add a sensitivity analysis
similar to that provided in your response to  prior comment 19, in which you indicate that,
if there was a shift in demand such that  your truck market share deteriorated 10
percentage points and your car market sh are increased by 10 percentage points, GMNA’s

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 2
breakeven point would increase from a U.S.  industry volume of 10.7 million units to 11.0
million units.  Include disclosure of the assumptions underlying this sensitivity analysis, including the variable pr ofit per truck and the va riable prof it per car.
 Liquidity and Capital Resources, page 108

 Credit Facilities, page 111

3. In the second paragraph of th is section, you state that your la rgest credit facility is GM
Daewoo’s $1.1 billion revolving credit facility.  However, in the fourth paragraph, you
indicate the same credit facili ty was fully utilized with $1.2 billion outstanding.  Please
clarify your disclosures in this  regard.  We suggest you use ta bles to present comparative
information with respect to the cr edit facilities of GM and Old GM.

4. We note that your discussion of credit facil ities does not include the UST Loans and the
Canadian Loan.  At December 31, 2009, thes e loans were larger than GM Daewoo’s
revolving credit facility.  As such, please cr eate an additional sect ion within Liquidity
and Capital Resources to discuss the UST Lo ans and the Canadian Loan.  We suggest
you summarize these loans, along with the DIP F acility, in a manner consistent with the
table on page F-14, for (i) the period D ecember 31, 2008 through July 9, 2009, (ii) the
period July 10, 2009 through December 31, 2009, and (iii) the period January 1, 2010
through June 30, 2010.  In this regard, please en sure that you show the effect of the 363
Sale on amounts owed to the UST and the EDC.

5. We note your disclosure in the first para graph on page F-69 re garding the vitality
commitment.  We also note that, as discusse d in your response to  prior comments 23 and
24, the vitality commitment will terminate ear lier than December 31, 2014 if before that
date, the UST receives total proceeds from debt repayments, dividends, interest, preferred stock redemptions and common st ock sales equal to the total dollar amount of all UST
invested capital.  In this regard, it is unclear  whether or not the additional notes issued to
the UST are included in the total dollar amount  of all UST invested capital since, as
discussed in footnote (a) to the table on page  F-14, Old GM did not receive any proceeds
from the issuance of these promissory notes, which were issued as additional
compensation to the UST.  Therefore, for cl arity, please disclose the total dollar amount
of all UST invested capital.  We suggest you add this disclosure, along with a description
of the vitality commitment, to the section a dded to Liquidity and Capital Resources to
discuss the UST Loans and the Canadian Loan.
 Underwriting, page 243

 Directed Share Program, page 245

6. We note that the underwriters ha ve reserved up to five per cent of the common shares for
sale directly to your directors, certain employees and retirees, and other designated
individuals residing in the U. S. and Canada.  Please provide us with any materials,

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 3
including screen shots from the program we bsite, given to potential purchasers of the
reserved shares.  Please also disclose whet her shares purchased in the directed share
program will be subject to lock-up agreements.  If so, please briefly describe the lock-up agreements.
 Audited Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 18.  Short-Term and Long-Term Debt, page F-66

7. We note your disclosure on page 112 that you r largest credit faci lity at December 31,
2009, as well as June 30, 2010, is GM Daewoo’ s revolving credit facility.  As such,
please disclose amounts related to GM Daewoo’ s revolving credit facility as a separate
line item in the tables summarizing your debt  in Note 18 to your audited financial
statements.  This comment also applies to th e table summarizing your debt in Note 13 to
your interim financial statements.

8. In the first paragraph on page F-69, you refe r to the volume of manufacturing conducted
in the U.S. contemplated in your business pl an provided to the UST in July 2009.  Since
you set forth the specific volume amounts in  Exhibit 10.41, and disclose them on pages
22 and 170, please revise the disclosure in Note  18 to your audited financial statements to
include the projected manufacturing levels for each year through 2014.
 Note 33. Segment Reporting, page F-161

9. In your response to prior comment 29, you note th at not all vehicles within a segment are
individually profitable on a fu lly allocated cost basis, but that you nevertheless need those
vehicles in your product mix in order to at tract customers to dealer showrooms and to
maintain sales volumes for other, more profit able vehicles.   You also note that you must
maintain a mix of product offerings across your fleet of vehicles to support your overall
operations and segment profitability and to  meet regulatory requirements such as
Corporate Average Fuel Economy regulations.  Please include these di sclosures in your
financial statements and/or  MD&A, as appropriate.

 Nick S. Cyprus
 General Motors Company   October 20, 2010   Page 4
Unaudited Condensed Consolidated Interim Financial Statements

 Notes to Condensed Consolidated Financial Statements

 Note 13.  Short-Term and Long-Term Debt, page F-192

 GM Daewoo Revolving Credit Facility, page F-194

10. Since the GM Daewoo revolving credit facility is your largest credit facility, please
disclose the related repayment terms, interest rate, security and any other material terms.
This comment also applies to Note 18  to your audited financial statements.
 Exhibit 99.3

11. Please refile the consent of IHS Global Insight as an Exhi bit 23 in your next amendment.
Refer to Item 601(b)(23) of Regulation S-K.
Other

12. Update the financial statements, as necessary, to comply with Article  3-12 of Regulation
S-X, at the effective date of  the registration statement.

13. Please provide a currently dated signed cons ent from the independent public accountant
in the amendment.

You may contact Juan Migone  at (202) 551-3312, or Davi d R. Humphrey, Accounting
Branch Chief, at (202) 551-3211, if you have que stions regarding comments on the financial
statements and related matters.  Please contact J. Nolan McWilliams at (202) 551-3217, Justin T.
Dobbie, Special Counsel, at (202) 551-3469, or me at (202) 551-3750 with any other questions.

Sincerely,

Max A. Webb
        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