SecProbe.io

April 7, 2011
 Nick S. Cyprus Vice President, Controller and Chief Accounting Officer
General Motors Company 300 Renaissance Center Detroit, MI 48265-3000
Re: General Motors Company
 Form 10-K for the Year Ended December 31, 2010
Filed March 1, 2011 File No. 001-34960

Dear Mr. Cyprus:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the Year Ended December 31, 2010

 Raw Materials, Services and Supplies, page 12

 1. We note that “in some instances, [you] purch ase systems, components, parts and supplies
from a single source and may be at increased risk  for supply disruptions.”  In future filings,
please include a chart identifying the items or  categories of items and the single source
supplier for each or tell us why this disclosu re would not be material to investors.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Overview, page 50

 Reduce breakeven levels through improved revenue realization and a competitive cost structure,

page 53

Mr. Nick S. Cyprus General Motors Company April 7, 2011 Page 2

2. We note you disclose that GNMA would have ach ieved breakeven at a wholesale volume of
approximately 2.3 million vehicles, consistent wi th an annual U.S. industry sales volume of
approximately 9.5 to 10.0 million vehicles.  Plea se provide us with substantiation for this
disclosure.  Your response shoul d address the factors and/or tre nds that caused the breakeven
U.S. industry volume to change from 10.5 to  11.0 million vehicles, as disclosed in your
recent Form S-1, to 9.5 to 10.0 million vehicles as  disclosed here.  If this change was the
result of known trends, please revi se your disclosure to include a discussion of such trends.
 3. Based on GMNA’s market share of 18.2% fo r the year ended December 31, 2010, it is
unclear how a wholesale volume of approximate ly 2.3 million vehicles would be consistent
with an annual U.S. industry sales volume of approximately 9.5 to 10.0 million vehicles.
Please explain.
 Automotive Cost Of Sales, page 72

4. We note your discussion of compone nts of cost of sales on page 68.  This discussion does not
appear to indicate the relative  significance of each component. In order to provide greater
insight into the current composition and potential variability of cost of sales, please consider
including a table quantifying the material compon ents of cost of sale s, and changes therein,
with corresponding discussion.  In  the alternative, please revise  your disclosure on page 68 to
indicate the relative signif icance of each component.

Liquidity and Capital Resources
 Automotive

 Available Liquidity, page 98

5. We note from your disclosure in Note 23 that you have material assets that you consider
permanently reinvested overseas.  In this rega rd, it appears there may be amounts recorded in
your financial statements, and included in your  discussion of liquidity, for which there are
material tax-driven restrictions  on the free flow of funds from foreign subsidiaries.  If so,
please add a discussion of such assets.  This discussion should include the potential charges
that may be incurred if such amounts were repatriated.
 Credit Facilities, page 104

6. In light of your new $5 billion Secured revolv ing credit facility, pl ease revise the second
sentence of this section as it appears your cred it facilities are no longer typically held at the
subsidiary level, nor are they geogr aphically dispersed across all regions.

Mr. Nick S. Cyprus General Motors Company April 7, 2011 Page 3

Note 5. Acquisition and Dispos al of Business, page 185

 Note 28. Interest Income and Ot her Non-Operating, net, page 283

 7. We note that, in the fourth quarter of 2010, you recorded amounts related to the Nexteer and
GM Strasbourg transactions within Other non-operating income.  Please tell us why you
believe that classification of these it ems as non-operating is appropriate.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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.

You may contact Nolan McWilliams at 202- 551-3217 if you have questions regarding
comments on legal matters.  Please contact Amy Geddes at 202-551-3304 or me 202-551-3211 if
you have questions regarding comments on the fina ncial statements, related matters, or any other
questions.
Sincerely,

David R. Humphrey Branch Chief