SecProbe.io

May 30 , 201 4

Via E -mail
Mary T. Barra
Chief Executive  Officer
General Motors Company
300 Renaissance Center
Detroit, MI 48265

Re: General Motors Company
  Registration Statement on Form S-4
Filed  May  22, 2014
  File No.  333-196192

Dear Ms. Barra :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Forward -Looking Statements, page iv

1. The safe harbor for forward -looking statements provided in the Private Securities
Litigation Reform Act of 1995 does not apply to statements made in connection with a
tender offer.  See Section 27A(b)(2)(C) of the Securities Act and Section 21 E(b)(2)(C) of
the Exchange Act.  Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor protections it provides do not  apply to statements made in
connection with the offer .

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 Act of 193 3 and
all applic able Securities  Act rules require.   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.

Mary T. Barra
General Motors Company
May 30 , 2014
Page 2

 Notwithstanding our comments , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare  the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the comp any from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Joseph P. Gromacki , Esq.