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CORRESP
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SEC Correspondence

 May 26, 2010

VIA EDGAR SUBMISSION

 Max A.
Webb

 Assistant Director

 Securities
and Exchange Commission

 Division of Corporation Finance

Mail Stop 3561

 100 F Street, NE

Washington, DC 20549-3561

Re:
General Motors Company

Registration Statement on Form 10

Filed April 7, 2010

File No. 000-53930

Form 10-K for the fiscal year ended December 31, 2009

Filed April 7, 2010

File No. 333-160471

Motors Liquidation Company

Current Report on Form 8-K

Filed April 6, 2010

File No. 001-00043

 Dear
Mr. Webb:

 Reference is hereby made to that letter of even date herewith submitted by William L. Tolbert, Jr. of Jenner & Block
LLP to you in response to the comment letter dated April 30, 2010 that General Motors Company (the “Company”) received from the Staff of the United States Securities and Exchange Commission (the “Staff”) regarding the
above-referenced filings.

 In connection with the responses contained within Mr. Tolbert’s letter to your comments, we hereby
acknowledge that:

•

 We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments, or changes to our 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 federal securities laws of
the United States.

 We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall
disclosures in our filings.

 Very truly yours,

/s/ Nick S. Cyprus

Nick S. Cyprus

 Vice President, Chief Accounting
Officer and Controller

 May 26, 2010

 Jenner & Block LLP

1099 New York Avenue, NW

Suite 900

 Washington, DC 20001

Tel 202-639-6000

 www.jenner.com

Chicago
 Los Angeles

New York

 Washington, DC

 VIA EDGAR SUBMISSION

Max A. Webb

 Assistant Director

Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 3561

100 F Street, NE

 Washington, DC
20549-3561

 William L. Tolbert, Jr.

 Tel
202 639-6038

 Fax 202 661-4986

wtolbert@jenner.com

Re:
General Motors Company

Registration Statement on Form 10

Filed April 7, 2010

File No. 000-53930

Form 10-K for the fiscal year ended December 31, 2009

Filed April 7, 2010

File No. 333-160471

Motors Liquidation Company

Current Report on Form 8-K

Filed April 6, 2010

File No. 001-00043

 Dear
Mr. Webb:

 On behalf of General Motors Company (the Company or GM), we respectfully submit the following responses to the comment letter
dated April 30, 2010 that the Company received from the Staff of the United States Securities and Exchange Commission (the Staff) regarding the Company’s above-referenced filings.

The Company’s responses below correspond to the captions and numbers of the Staff’s comments (which are reproduced below in bold).

For your convenience, the Company is delivering to you copies of certain of its SEC filings specifically referenced in the Company’s responses
below, with the relevant new disclosures highlighted for your ease of review.

 Comment:

Form 10

 General

1.
Please be advised that your registration statement will automatically become effective 60 days after filing. Upon effectiveness, you will become subject to the
reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared comments. In the event it appears that you will not be able to respond by the 60th day, you may wish to consider withdrawing your registration
statement and refiling when you have cleared all of our comments.

 Max A. Webb, Esq.

May 26, 2010

  Page
 2

 Response:

 The Company notes the Staff’s comment and understands that the registration statement will automatically become effective sixty days
after filing at which time the Company will become subject to the reporting requirements of the Securities Exchange Act of 1934 (the Exchange Act).

Form 10-K

 Comment:

 Item 1A. Risk Factors, page 22

2.
In future filings, please delete the last two sentences of the introductory language. Only material risks should be referenced in this section.

 Response:

 The
Company has not included these last two sentences in its introductory language to the “Risk Factors” section of the Quarterly Report on Form 10-Q for the three months ended March 31, 2010 (see page 85 thereof) and will not include
these last two sentences of the introductory language in future filings that contain risk factors.

 Comment:

3.
In future filings, please add a risk factor discussing risks associated with technical defaults or breach of financial ratio covenants in certain loan facilities. We
note your disclosure on page 94.

 Response:

The Company has added a risk factor discussing risks associated with technical defaults or breach of financial ratio covenants in certain loan facilities
to its Quarterly Report on Form 10-Q for the three months ended March 31, 2010 (see page 87 thereof).

 Management’s Discussion
and Analysis

 Liquidity and Capital Resources, page 87

Comment:

4.
In the table on page 89, you show no VEBA assets at December 31, 2009. However, the accompanying disclosure states that you transferred all of the remaining
VEBA assets after December 31, 2009, which implies that you still held the VEBA assets, but did not consolidate them, at December 31, 2009. If so, please explain to us your basis in the accounting literature for not consolidating the VEBA
assets at December 31, 2009.

 Max A. Webb, Esq.

May 26, 2010

  Page
 3

 Response:

 As more fully discussed below, the Company did not consolidate the assets held in the Internal VEBA at December 31, 2009 because the
Company did not believe it had a controlling financial interest in the Internal VEBA, or over its assets, as the term controlling financial interest is defined in ASC 810, Consolidation (formerly FAS 94). Furthermore, the Company believes
that including these assets on GM’s balance sheet with an offsetting liability would not be a meaningful or representationally faithful presentation to financial statement users.

Under the Revised UAW Retiree Settlement Agreement (the Revised Settlement Agreement) that the Company executed with the International Union, United
Automobile Aerospace and Agricultural Implement Workers of America (UAW) on July 10, 2009, a new retiree plan (the New Plan) was established that would be funded by a new independent Voluntary Employee Beneficiary Association Trust (the New
VEBA). The New Plan and the New VEBA are responsible for all UAW retiree healthcare claims incurred by the covered group (as defined in the Revised Settlement Agreement) after December 31, 2009 (the Implementation Date). After the
Implementation Date, the Company’s sole remaining obligation was to pay the remaining liabilities for claims for covered retirees incurred before January 1, 2010, and the Company had no obligation to pay any health care claims for covered
retirees incurred after the Implementation Date.

 To effect the settlement of the UAW Hourly Medical Plan and Mitigation Plan (the Old Plan),
the Company was obligated under the Revised Settlement Agreement to issue or transfer, as the case may be, the following to the New VEBA:

•

 Shares of GM common stock, Series A cumulative perpetual preferred stock and warrants to purchase GM common stock valued at $10 billion at
December 31, 2009;

•

 A note payable of $2.5 billion (implied annual interest rate of 9%);

•

 Cash of $94 million; and

•

 Assets held in the Company’s Internal VEBA (a separate legal entity), valued at $12.6 billion at December 31, 2009.

 The GM securities (including the note payable) were issued to the New VEBA on the date the Company consummated the 363 Sale
(July 10, 2009). The transfer of the Internal VEBA’s assets to the New VEBA were to have been made within 10 business days of the Implementation Date and the Company’s obligations to the New Plan and the New VEBA could not be altered
without consent from both the Company and the UAW and the terms were binding on all parties as of the Implementation Date. At the request of the New Plan, GM transferred the assets of the Internal VEBA after December 31, 2009. Specifically,
legal title to the assets transferred on 12:01 a.m. on January 1, 2010 and the New VEBA obtained physical custody of the assets on January 4, 2010.

Consistent with the 2008 pre-clearance discussions between the SEC Staff and General Motors Corporation, the predecessor to the Company solely for
accounting and financial reporting purposes, (Old GM), the Company accounted for the Revised Settlement Agreement as a termination and settlement of the Old Plan on the Implementation Date (in accordance with ASC 715, Compensation-Retirement
Benefits (formerly FAS 106)), which was the date the New Plan assumed primary responsibility for payment of the postretirement benefit obligation and the Company was relieved of not only significant risk related to the Old Plan, but also its
obligation to pay health care claims incurred after December 31, 2009. The Revised Settlement Agreement required that no UAW-related amounts, including investment returns, could be withdrawn by the Company from the Internal VEBA, other than for
the purpose of the transfer of assets to the New VEBA.

 Prior to the settlement of the Old Plan, the assets of the Internal VEBA were plan
assets of the Old Plan. The Company followed the accounting of ASC 715 and did not consolidate the Internal VEBA, its assets, or any other asset that met the definition of a “plan asset” under ASC 715 for any of the Company’s ASC 715
employee benefit plans. Instead, the Company’s consolidated financial statements recognized the net funded status of the employee benefit plan.

 Max A. Webb, Esq.

May 26, 2010

  Page
 4

With respect to the Old Plan, given that it was terminated and settled on December 31, 2009 and that the Company sponsored
employee benefit plan no longer existed as of that date, the assets of the Internal VEBA no longer met the definition of a plan asset under ASC 715 for any existing Company sponsored plan. Therefore, the net reporting under ASC 715 no longer applied
1, and the Internal VEBA (as a separate legal entity)
and/or its assets that the Company was contractually obligated to transfer to the New VEBA needed to be evaluated for consolidation. The Company evaluated the Internal VEBA and its assets under both a variable interest model under the Variable
Interest Entities (VIE) Subsections of ASC 810, Consolidation (VIE Subsections of ASC 810 (formerly FIN 46(R)), and a voting interest model (as defined in ASC 810-10-15-8 (formerly FAS 94)).

The assets held by the Internal VEBA were not assets available to the creditors or shareholders of the Company after the Implementation Date.
Contractually, the Company was obligated to cause the Internal VEBA to transfer the assets to the New VEBA within 10 business days of the Implementation Date. The Company did not have the right to mortgage or pledge the assets, or use them for any
purpose, which are typically rights that indicate control under ASC 810-10-15-8. Further, The Company could not use the assets to pay retiree health care claims that were incurred before January 1, 2010. In substance, the assets held by the
Internal VEBA were segregated and restricted on the Implementation Date and available only to the New Plan to pay benefits.

However, the Company did have the right to appoint the Trustees of the Internal VEBA and absent an exemption, the Internal VEBA would
need to be evaluated for consolidation under ASC 810. The Company’s evaluation started with the VIE Subsections of ASC 810. From a GM perspective, the Company believed the Internal VEBA no longer met the scope exemption of ASC 810-10-15-12(a)
2 and never met the scope exemption of ASC 810-10-15-17(a)
3 as of December 31, 2009. While the Internal VEBA
has historically been scoped out of ASC 810, after the Old Plan was terminated a literal read of ASC 810-10-15-12(a) indicated that the exemption related to employee benefit plans was not applicable. The Company understands that some professionals
may view the accounting literature to be unclear and the conclusion that the Internal VEBA failed both the above mentioned scope exceptions as open to professional judgment. The Company nevertheless evaluated it for consolidation assuming that it
was a VIE and concluded that the Company would not be the primary beneficiary. On and after the Implementation Date, the New Plan and the New VEBA were absorbing virtually all of the Internal VEBA’s expected losses and residual profits.

 The Company also evaluated the Internal VEBA under a voting interest model, as defined in ASC 810-10-15-8. As discussed above, the Company
had the right to appoint the Trustees of the Internal VEBA. In this evaluation, the Company concluded that the Company’s role with the Internal VEBA and its existing governance structure after the Company was contractually obligated to cause it
to transfer its assets to the New

1

 Had we concluded that ASC 715 applied, we would have had to assert we continued to have a plan under ASC 715 where the fair value of the plan assets
equaled the Internal VEBA's obligations to pay health care claims through the New VEBA. This view is inconsistent with settlement accounting.

2

 ASC 810-10-15-12(a) indicates that an employer shall not consolidate an employee benefit plan subject to the provisions of FASB Statements No.87,
Employers’ Accounting for Pensions, No.106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, and No.112, Employers’ Accounting for Postemployment Benefits. After the settlement of the Old
Plan, the Internal VEBA was not accounted for under any of these Standards.

3

 The Internal VEBA does not appear to meet the definition of a not-for-profit entity, nor would it appear to be an investment company carried at fair
value.

 Max A. Webb, Esq.

May 26, 2010

  Page
 5

 VEBA should be
evaluated for consolidation in a manner similar to evaluating a limited partnership in which important general partner actions must be approved by the limited partners (ASC 810-20-25 (formerly EITF 04-05)). The rights of the Trustees and the Company
were limited and subject to the substantive participating rights held by the New Plan and New VEBA. On the Implementation Date, the Company did not have the right to control the Internal VEBA, as the Company could not direct the use of the Internal
VEBA’s assets, nor did it have control over the investment activities of the assets. Therefore, it was not appropriate for the Company to consolidate the Internal VEBA under a voting interest model.

The Company also considered what presentation would be most meaningful and most representationally faithful to financial statement users. Presenting the
Internal VEBA’s assets and corresponding liability to transfer those assets to the New VEBA on a gross basis, knowing that title to the assets transferred at 12:01 a.m. on January 1, 2010, and the New VEBA obtained physical custody of the
assets on the first business day after the Implementation Date, did not appear to provide any informational usefulness. This is especially true given that the Internal VEBA has never been presented as an asset in the financial statements, the
situation arose as part of the process of effecting the settlement, and the assets were transferred on the first business day after the Implementation Date.

For the reasons discussed above, the Company concluded it was not appropriate to consolidate the Internal VEBA trust at December 31, 2009.

 The Company will clarify in future filings that the assets of the Internal VEBA are not consolidated by GM after the settlement of the Old
Plan.

 Comment:

5.
With respect to the table on page 93, please revise to clarify and explain the information presented. In