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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: 0001193125-10-260644

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-168919

Date
November 15, 2010
Author
MORGAN STANLEY & CO. INCORPORATED
Form
CORRESP
Company
General Motors Co (GM) (CIK 0001467858)

Letter

Acceleration Request

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

November 15, 2010

Re: General Motors Company

Registration Statement on Form S-1

Registration File No. 333-168919

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, wish to advise you that approximately 10,990 copies of the Preliminary Prospectus dated November 10, 2010 relating to the common stock offering and 10,086 copies of the Preliminary Prospectus dated November 10, 2010 relating to the Series B Mandatory Convertible Junior Preferred Stock offering of General Motors Company were distributed during the period November 10, 2010 through 12:00 p.m., Eastern time, November 15, 2010 to prospective underwriters, institutions, dealers and others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

In accordance with Rule 461 of the Act, we hereby join in the request of General Motors Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 12:00 p.m. Eastern time on November 17, 2010, or as soon thereafter as practicable.

Very truly yours,
MORGAN STANLEY & CO. INCORPORATED

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 Morgan Stanley & Co.
Incorporated

 1585 Broadway

 New
York, New York 10036

 J.P. Morgan Securities LLC

 383 Madison Avenue

 New York, NY 10179

November 15, 2010

Re:
General Motors Company

Registration Statement on Form S-1

Registration File No. 333-168919

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as
representatives of the several Underwriters, wish to advise you that approximately 10,990 copies of the Preliminary Prospectus dated November 10, 2010 relating to the common stock offering and 10,086 copies of the Preliminary Prospectus dated
November 10, 2010 relating to the Series B Mandatory Convertible Junior Preferred Stock offering of General Motors Company were distributed during the period November 10, 2010 through 12:00 p.m., Eastern time, November 15, 2010 to
prospective underwriters, institutions, dealers and others.

 We have been informed by the participating underwriters that they
will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

 In accordance with
Rule 461 of the Act, we hereby join in the request of General Motors Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 12:00 p.m. Eastern time on November 17, 2010, or
as soon thereafter as practicable.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

J.P. MORGAN SECURITIES LLC

Acting severally on behalf of themselves and the     several Underwriters

By:

Morgan Stanley & Co. Incorporated

By:

/s/ Kenneth G. Pott

Name: Kenneth G. Pott

Title:   Managing Director

By:

J.P. Morgan Securities LLC

By:

/s/ Bill Contente

Name: Bill Contente

Title:   Managing Director