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SEC Correspondence

 CONFIDENTIAL TREATMENT REQUESTED

BY GENERAL MOTORS COMPANY

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR
200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED BY [***].

September 23, 2010

Jenner & Block LLP
 353 N. Clark Street

Chicago, IL 60654-3456

Tel 312-222-9350

www.jenner.com

Chicago
 Los Angeles

New York

Washington, DC

VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

Justin T. Dobbie

J. Nolan McWilliams

Juan Migone

David R. Humphrey

              Re:

General Motors Company

Registration Statement on Form S-1

Filed August 18, 2010

File No. 333-168919

 Ladies and Gentlemen:

 On behalf of General Motors Company (the “Company” or “GM”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 10, 2010, relating to the Company’s Registration Statement on Form S-1 (File
No. 333-168919) filed with the Commission on August 18, 2010 (the “Registration Statement”).

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BY GENERAL MOTORS COMPANY

 This response letter has been filed on EDGAR, and a copy has been sent by hand. Please
note that the Company is providing a portion of its response to comment 20 pursuant to Rule 83 of the Commission’s Rules of Practice and requests confidential treatment for the redacted portions of the response, which are indicated herein as
[***]. Please promptly inform:

 Robert C. Shrosbree, Esq.

General Motors Company

300 Renaissance Center

Detroit, Michigan 48265-3000

(313) 556-5000

 of any request
for disclosure of all or a portion of such material made pursuant to the Freedom of Information Act or otherwise, so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. A copy of this
request is also being delivered to the Freedom of Information Act Officer of the Commission.

 The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For the convenience of the Staff, we are enclosing with this response letter copies of Amendment No. 1 with the relevant new disclosures
marked for the Staff’s ease of review.

 In this letter, we have recited the comments from the Staff in italicized, bold
type and have followed each comment with the Company’s response thereto. Capitalized terms not defined herein have the meaning given to them in Amendment No. 1.

General

1.
We note you have relied on reports from third-party sources, including IHS Global Insight, for data. Please provide us with the relevant portions of the materials
you cite. Also, please provide a consent pursuant to Rule 436 or tell us why you believe a consent is not required.

In response to the Staff’s comment, the Company has revised its disclosure by adding a discussion of market and industry data,
including the Company’s use of third-party sources, in a new section entitled “Market and Industry Data” on page ii of Amendment No. 1. This section includes disclosure that market and industry data used throughout the prospectus
is based on the good faith estimates of management, which in turn are based upon management’s review of internal surveys, independent industry surveys and publications and other publicly available information, including reports and information
prepared by IHS Global Insight.

 The Company respectfully submits that it believes that a consent pursuant to Rule 436 is not
required to be filed. The Company respectfully advises the Staff that it did not commission any of the studies or reports cited in the Registration Statement and none of those studies or reports were prepared in connection with the Registration
Statement. In addition, the Company respectfully advises the Staff that all of the sources cited in the Registration Statement are publicly available for free or on a subscription fee basis and are widely utilized

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by industry participants. Further, as discussed in the “Market and Industry Data” section, market and industry data used throughout the prospectus is based upon the good faith estimates
of management, which in turn are based in part upon third-party sources. Although the Company has cited the source of various market and industry data in certain places in the Registration Statement, such information represents the good faith
estimates of management and the Company does not believe that any “report or opinion of an expert” is being “quoted or summarized as such” as a result of those citations. Therefore, the Company does not believe that a consent is
required under Rule 436(a).

 Pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the “Securities
Act”), the Company is supplementally furnishing with this response the industry projections prepared by the Company and contained within the Registration Statement as well as a copy of the IHS Global Insight market and industry data from which
such statistical data was derived. The Company hereby requests that these materials be returned to the Company upon completion of the Staff’s review and that, pending such return, these materials be withheld from release. The supplemental
materials are not being furnished in electronic format, and are not being filed with nor deemed part of the Registration Statement nor any amendment thereto.

2.
Please revise to provide a full definition for all acronyms and other defined terms at their first use. We note, for example, the use of OEM on page 2, New VEBA
on page 3, ASEAN on page 5, and DMDA on page 54.

 In response to the Staff’s comment, the Company
has revised the disclosure regarding defined terms, including the use of OEM on page 2, New VEBA on page 2, ASEAN on page 5, and DMDA on page 57 of Amendment No. 1.

3.
Please advise us about the current trading market for Old GM debt securities. In particular, please address whether the trading values of these debt securities
represent information that would be material to an investor in your common stock or Series B preferred stock.

The Company respectfully advises the Staff that the debt securities of Motors Liquidation Company (“MLC”) continue to be traded
in limited volume on the over-the-counter market (or yellow sheets). Although one can extrapolate a value of the shares of the Company’s common stock held by MLC from the value of MLC’s debt securities and although disclosure about
historical trading prices of MLC debt securities may provide information about how the MLC debt market perceives the value of the shares of Company common stock, the Company respectfully advises the Staff that it believes that the trading prices of
the MLC debt securities (and extrapolations therefrom) would not meaningfully add to the substantial mix of information available to potential investors in this offering through the Registration Statement.

The Company also respectfully submits to the Staff that the inclusion of market trading prices of a third party’s securities is not
required in a Form S-1 registration statement under Item 201 of Regulation S-K or otherwise. Furthermore, the Company does not think it is

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BY GENERAL MOTORS COMPANY

appropriate in this instance for it to present information about MLC’s securities in the Registration Statement and take related responsibility therefor under the Securities Act,
particularly because MLC’s assets and liabilities are not controlled by the Company and MLC has a separate board of directors and executive management team.

Prospectus Summary, page 1

4.
It is a rare occurrence for a company conducting an initial public offering to have a controlling stockholder that is a department of the federal government.
Given this relatively unusual circumstance, please include in the Summary a discussion of how potential investors should evaluate how this relationship with the UST has had and may have an impact on your business and operations, including your
business strategy and product offerings, financing activities and selection, tenure and compensation of management. Please address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the
initial public offering and how this could result in actions being taken by the company that may not be in the best interests of those investors. Please also revise the first full risk factor on page 18 accordingly.

In response to the Staff’s comment, the Company has added to the Summary section on page 6 of Amendment No. 1 a discussion
about the UST’s ownership interest in the Company immediately following the offering. This discussion also includes disclosure that the UST’s ownership interest gives it the ability to exert control, through its power to vote for the
election of directors, over various matters and that its interests (as a government entity) may differ from those of the Company’s other stockholders. In addition, the new disclosure in the Summary section notes that GM is subject to various
statutory, regulatory and contractual executive compensation restrictions as a result of the UST’s involvement with the Company.

The Company notes the Staff’s specific requests to: (1) include a discussion about how potential investors should evaluate how
this relationship with the UST has had and may have an effect on the Company’s business and operations, including its business strategy and product offerings, financing activities and selection, tenure and compensation of management,
(2) address, in particular, how the interests of the UST (as a government entity) may differ from those of investors in the offering and how this could result in actions being taken by the Company that may not be in the best interests of those
investors and (3) revise the related risk factor disclosure accordingly. The Company believes that additional disclosures and revisions beyond the new disclosure on page 6 of Amendment No. 1 are not necessary for the following reasons.

 First, although the UST has owned approximately 60.8% of the Company’s outstanding common stock since the closing of the
363 Sale on July 10, 2009, the Company believes that the UST has not acted in a manner that has affected or influenced the Company’s day-to-day business and operations. In particular, the Company believes that the UST as a stockholder of
the Company has generally allowed the Company’s management, under the guidance, direction and supervision of the Company’s Board of Directors (a majority of whom are independent), to manage the Company’s affairs. The Company cannot
identify any specific

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significant examples of past actions by the UST as a stockholder of the Company after the closing of the 363 Sale to influence the Company’s business and operations, and the Company believes
that it would not be appropriate to speculate about any such specific actions the UST may take in the future. Similarly, other than the fact that the Company is subject to executive compensation limitations due to the UST’s involvement with the
Company, the Company cannot identify any specific significant examples of how the UST has acted as a stockholder of the Company after the closing of the 363 Sale in a manner different than one might have expected a non-government entity to have
acted, and the Company believes that it would not be appropriate to speculate about any such specific future actions by the UST.

Second, the Company respectfully directs the Staff’s attention to a document entitled “Obama Administration Auto Restructuring
Initiative — General Motors Restructuring” that is posted on the White House’s website at http://www.whitehouse.gov/the_press_office/Fact-Sheet-on-Obama-Administration-Auto-Restructuring-Initiative-for-General-Motors/. This
document includes the following discussion (italicized emphasis added):

 Principles for Managing Ownership Stake

 Consistent with the goal of clearly limiting the government’s role as a reluctant equity owner but careful
steward of taxpayer resources, the Obama Administration has established four core principles that will guide the government’s management of ownership interests in private firms. These principles will apply to the U.S. government’s equity
stake in GM:

•

 The government has no desire to own equity stakes in companies any longer than necessary, and will seek to dispose of its ownership interests as soon
as practicable. Our goal is to promote strong and viable companies that can quickly be profitable and contribute to economic growth and jobs without government involvement.

•

 In exceptional cases where the U.S. government feels it is necessary to respond to a company’s request for substantial assistance, the government
will reserve the right to set upfront conditions to protect taxpayers, promote financial stability and encourage growth. When necessary, these conditions may include restructurings similar to that now underway at GM as well as changes to ensure a
strong board of directors that selects management with a sound long-term vision to restore their companies to profitability and to end the need for government support as quickly as is practically feasible.

•

 After any up-front conditions are in place, the government will protect the taxpayers’ investment by managing its ownership stake in a
hands-off, commercial manner. The government will not interfere with or exert control over day-to-day company operations. No government employees will serve on the boards or be employed by these companies.

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•

 As a common shareholder, the government will only vote on core governance issues, including the selection of a company’s board of directors and
major corporate events or transactions. While protecting taxpayer resources, the government intends to be extremely disciplined as to how it intends to use even these limited rights.

In light of the Company’s actual experience to date with the UST as the holder of a majority of its outstanding common stock and in
light of this statement of principles posted to the White House website, the Company believes that additional disclosures and risk factor revisions beyond the new disclosure on page 6 of Amendment No. 1 are not necessary. Furthermore, because
of the relatively unusual circumstance of having a department of the federal government as a significant stockholder after the offering, the Company continues to believe that the existing general warnings contained in the risk factor on page 20 of
Amendment No. 1 are appropriate because it is conceivable that the UST could in the future act in such a manner if it elects to do so.

5.
Please balance the discussion in your Summary by disclosing that your market share has declined in recent years and that it may continue to decline in light of
your continuing restructuring activities and general economic conditions. In this regard, we note disclosure in your risk factor section and MD&A.

In response to the Staff’s comment, the Company has revised its disclosures on pages 3 and 42 of Amendment No. 1 to balance the
existing disclosure with the fact that GM and Old GM’s market share has declined in recent years. The Company respectfully advises the Staff that it believes that general economic conditions do not generally have a significant effect on its
market sh