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SEC Company Response from General Motors Co (GM) (CIK 0001467858) (GM) — Nov 15, 2010

General Motors Co (GM) (CIK 0001467858)
Date: Nov. 15, 2010 · CIK: 0001467858 · Accession: 0001193125-10-260628

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-168919

Date
November 15, 2010
Author
By
Form
CORRESP
Company
General Motors Co (GM) (CIK 0001467858)

Letter

Acceleration Request

November 15, 2010

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Max A. Webb

Justin T. Dobbie

J. Nolan McWilliams

Juan Migone

David R. Humphrey

Re: General Motors Company

Registration Statement on Form S-1

File No. 333-168919

Ladies and Gentlemen:

General Motors Company, a Delaware corporation (the Company), hereby requests that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 12:00 p.m. Eastern Time on November 17, 2010, or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offerings of the securities specified in the above-referenced Registration Statement.

The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (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 Company 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 contact William L. Tolbert, Jr. of Jenner & Block LLP, counsel to the Company, at (740) 633-9500 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature page follows]

Sincerely,
GENERAL MOTORS COMPANY

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 November 15, 2010

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549

Attention:
Max A. Webb

Justin T. Dobbie

J. Nolan McWilliams

Juan Migone

David R. Humphrey

Re:
General Motors Company

Registration Statement on Form S-1

File No. 333-168919

 Ladies and
Gentlemen:

 General Motors Company, a Delaware corporation (the Company), hereby requests that the effectiveness of the
above-referenced Registration Statement, as amended, be accelerated to 12:00 p.m. Eastern Time on November 17, 2010, or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933 and
the Securities Exchange Act of 1934 as they relate to the proposed public offerings of the securities specified in the above-referenced Registration Statement.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 Company 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 contact William L. Tolbert, Jr. of
Jenner & Block LLP, counsel to the Company, at (740) 633-9500 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature page follows]

 Sincerely,

GENERAL MOTORS COMPANY

By:

/s/ Anne T. Larin

Anne T. Larin

Secretary

cc:
Nick S. Cyprus

Vice President, Controller and Chief Accounting Officer

General Motors Company

Robert C. Shrosbree, Esq.

General Motors Company

Joseph P. Gromacki, Esq.

Brian R. Boch, Esq.

Jenner & Block LLP

Richard A. Drucker, Esq.

Sarah E. Beshar, Esq.

Davis Polk & Wardwell LLP