SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

December 13, 2013

Via E -mail
Daniel F. Akerson
Chairman and Chief Executive Officer
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265 -3000

 Re: General Motors Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 15, 2013
  File No. 1 -34960

Dear Mr. Akerson :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we m ay
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. You stated in your letter to us dated September 23, 2010 that two authorized, inde pendent
dealers sold your vehicles in Syria, and one of your foreign subsidiaries sold parts to the
dealers for vehicle repair in Syria.  We note from your Middle East website that your
regional office in Dubai continues to cover your operations in Syria.  You state on pa ge
33 of your Form 10 -K that you operate in Africa, a region that includes Sudan.  Lastly,
we note from the website of PSA Peugeot Citröen , with which you have a global strategic
alliance, that it operates in Cuba.  As you know, Cuba, Sudan, and Syria are designated as
state sponsors of terrorism by the State Department and are subject to U.S. economic
sanctions and export controls.   Your Form 10 -K does not include disclosure regarding
contacts with Cuba, Sudan, or Syria.

Daniel F. Akerson
General Motors Company
December 13 , 2013
Page 2

 Please provide us with information regarding your contacts with Cuba, Sudan, and Syria
since your referenced letter.   Your response should describe any products, equipment,
components, services , or support you have provided into Cuba, Sudan, and Syria, directly
or indirectly, since your ref erenced letter, as well as any agreements, arrangements, or
other contacts you have had with the governments of those countries or entities they
control.
2. Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you
describe in re sponse to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.   You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated revenues,
assets,  and liabilities for the last three fiscal years and the subsequent interim period.   Also,
address materiality in terms of qualitative 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 governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan, or Syria.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since t he company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written 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 for eclose
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 federal securities laws of the United States.

Daniel F. Akerson
General Motors Company
December 13 , 2013
Page 3

 Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporation Finance