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SEC Correspondence

 April 19, 2011

VIA EDGAR SUBMISSION

 David R.
Humphrey

 Branch Chief

 Securities
and Exchange Commission

 Division of Corporation Finance

 Mail Stop

 100 F Street, NE

 Washington, DC 20549-3561

Re:
General Motors Company

Form 10-K for the fiscal year ended December 31, 2010

 Filed March 1, 2011

 File No. 001-34960

Dear Mr. Humphrey:

 General Motors
Company (General Motors or the Company) respectfully submits the following responses to the comment letter dated April 7, 2011 that we received from the Staff of the United States Securities and Exchange Commission (the Staff) regarding our
Annual Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K).

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

 For your convenience, we are providing you with the relevant new
disclosures highlighted for your ease of review. We respectfully submit to the Staff for its consideration that the proposed disclosures be provided in our future filings.

 Comment:

 Form 10-K for the Year Ended December 31, 2010

Raw Materials, Services and Supplies, page 12

1.
We note that “in some instances, [you] purchase systems, components, parts and supplies from a single source and may be at increased risk for supply
disruptions.” In future filings, please include a chart identifying the items or categories of items and the single source supplier for each or tell us why this disclosure would not be material to investors.

 David R. Humphrey

 April 19, 2011

  Page
 2

 Response:

 The Company notes the Staff’s comment and in future filings will provide additional disclosure with respect to single source suppliers to the extent material. The Company respectfully advises the
Staff that the Company has very few parts, components or systems provided by single source suppliers, for which a disruption in supply would adversely affect the Company’s overall production schedule. The Company respectfully submits to the
Staff that it does not believe identifying those particular parts, components or systems would provide useful information to investors, but will identify instances of the use of key single source suppliers, which would have a material adverse affect
on our business if their supply chain was disrupted in our 2011 Form 10-K, if we have any at that time.

 However, as part of
the sourcing process, our automotive component procurement operations develop a detailed and comprehensive sourcing strategy for each individual part which includes an evaluation of the risk profile of each sourcing decision. For individual parts
where the risk is the greatest, we will pursue multiple-tooling, multiple-location, multiple-supplier, and/or other strategies to mitigate our risk of supply disruptions.

 Additionally, in the majority of cases, we have the contractual right and technical capability to move our parts to alternate suppliers to minimize supply disruptions. In cases where the Company owns the
tooling at a specific supplier, it can move production to other locations or suppliers relatively quickly. The Company’s global supply base gives it significant flexibility to avoid and manage supply disruptions. In addition, we propose to
include the following risk factor discussing risks associated with purchasing systems, components, parts and supplies from a single source and the possibility of an increased risk for supply disruptions to our Quarterly Report on Form 10-Q for the
three months ended March 31, 2011 and will include similar risk factor disclosure in future filings that contain risk factors:

 Our automotive manufacturing operations are dependent upon the continued ability of our suppliers to provide us with
systems, components, and parts and any disruption in our suppliers’ operations could disrupt our production schedule and materially adversely affect our business.

 Our automotive manufacturing
operations are dependent upon the continued ability of our suppliers to deliver the systems, components, and parts we need to manufacture our products. Our use of “just-in-time” manufacturing processes results in our having minimal
inventories of the systems, components, and parts we need to conduct our automotive manufacturing operations. As a result, our ability to maintain production is dependent upon the continued ability of our suppliers to deliver sufficient quantities
of systems, components, and parts at such times as allow us to meet our production schedules. A disruption in any of our suppliers’ operations, even if for a relatively short period of time, could cause us to alter our production schedules or
suspend production entirely. For example, in March 2011 we suspended production at our Shreveport, Louisiana assembly facility due to a parts shortage resulting from the earthquake off the coast of Japan. In some instances, we purchase systems,
components, parts and supplies from a single source and may be at an increased risk for supply disruptions. Where we experience supply disruptions, we may not be able to develop alternate sourcing quickly. Any disruption of our production schedule
caused by an unexpected shortage of systems, components, or parts could adversely affect our financial results.

 David R. Humphrey

 April 19, 2011

  Page
 3

 Comment:

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 50

 Reduce breakeven
levels through improved revenue realization and a competitive cost structure, page 53

2.
We note you disclose that GMNA would have achieved breakeven at a wholesale volume of approximately 2.3 million vehicles, consistent with an annual U.S.
industry sales volume of approximately 9.5 to 10.0 million vehicles. Please provide us with substantiation for this disclosure. Your response should address the factors and/or trends that caused the breakeven U.S. industry volume to change from
10.5 to 11.0 million vehicles, as disclosed in your recent Form S-l, to 9.5 to 10.0 million vehicles as disclosed here. If this change was the result of known trends, please revise your disclosure to include a discussion of such trends.

 Response:

 As noted in the Form S-1, the breakeven calculation was based on our market share, earnings before interest and taxes (EBIT), etc. for the three months ended September 30, 2010. Using the data from
these three months, the Company performed an extrapolation to determine an implied annual U.S. industry sales of approximately 10.5 to 11.0 million vehicles. This method was used because the Company had not experienced a normal twelve month
period that fully reflected the improved cost structure and the normal seasonal variations that occur over that time period. The 2010 calendar year reflected a twelve month period under the new cost structure and the Company believes that the
difference in breakeven volume is due to normalization rather than any underlying trend. In the Form 10-K, the Company based the disclosure on actual results from the twelve months ended December 31, 2010 as follows:

 GMNA EBIT

$
 5.7

billion

 2010 GMNA wholesale volume

2,917,000

vehicles

 Reduction in GMNA volume that reduces
EBIT to $0 (a)

(667,000)

vehicles

 2010 GMNA breakeven volume
Less: Canada & Mexico volume

2,250,000
(426,000)

vehicles
vehicles

 2010 U.S. breakeven volume

1,824,000

vehicles

 2010 U.S. Industry Volume

11.8

million vehicles

 2010 U.S. Industry Volume that would reduce
EBIT to $0 (b)

9.7

million vehicles

 David R. Humphrey

 April 19, 2011

  Page
 4

(a)
Utilizing GMNA variable profit per vehicle of approximately $8,500.

(b)
Utilizing U.S. breakeven volume and U.S. market share of 18.8%.

 Comment:

3.
Based on GMNA’s market share of 18.2% for the year ended December 31, 2010, it is unclear how a wholesale volume of approximately 2.3 million vehicles
would be consistent with an annual U.S. industry sales volume of approximately 9.5 to 10.0 million vehicles. Please explain.

 Response:

 GMNA’s market share of 18.2% and wholesale volume of
2.3 million units include the U.S., Canada and Mexico. The breakeven sensitivity in the Form 10-K was calculated in terms of U.S. industry volume and utilized actual 2010 U.S. market share of 18.8%. The U.S. portion of the 2.3 million
wholesale volume is 1.8 million vehicles. The 1.8 million vehicles is consistent with 18.8% of industry sales volume of approximately 9.5 to 10.0 million vehicles.

 Automotive Cost Of Sales

 Comment:

4.
We note your discussion of components of cost of sales on page 68. This discussion does not appear to indicate the relative significance of each component. In order
to provide greater insight into the current composition and potential variability of cost of sales, please consider including a table quantifying the material components of cost of sales, and changes therein, with corresponding discussion. In the
alternative, please revise your disclosure on page 68 to indicate the relative significance of each component.

 Response:

 As previously discussed with the Staff, and communicated in the response to the comment letter dated October 1,
2010, the Company believes that when comparable periods are presented, a period over period analysis of Automotive cost of sales would provide additional information to help potential investors view the Company’s business through the eyes of
management. The Company provided such information in the first comparable reporting period subsequent to the 363 Sale, which was the three months ended September 30, 2010 and proposes to continue to provide such disclosure in future filings
containing comparable periods that can be analyzed in a similar manner in Management’s Discussion and Analysis, commencing with the Quarterly Report on Form 10-Q for the three months ended March 31, 2011.

The Company respectfully advises the Staff that when management analyzes Automotive cost of sales, the primary focus is the effect of
changes in vehicle volume and mix on

 David R. Humphrey

 April 19, 2011

  Page
 5

Automotive cost of sales as well as other factors such as pension curtailments, restructuring actions, and the effect of changes in foreign currency exchange rates. Refer to the Company’s
Quarterly Report on Form 10-Q for the nine months ended September 30, 2010 (see page 103 thereof) for a comparative analysis of Automotive cost of sales which discloses the effect of both changes in volume and mix, as well as other factors,
such as changes in restructuring charges and the effects of changes in foreign currency exchange rates.

 The Company continues
to believe that an expansion of the disclosures within Management’s Discussion and Analysis in a manner inconsistent with the way in which management views the business would not provide additional meaningful disclosures to potential investors.
Specifically, the Company believes that investors should focus on the Company’s business through the eyes of management. The Company continues to believe that the current disclosures achieve that goal.

Liquidity and Capital Resources

Automotive

 Available Liquidity, page
98

 Comment:

5.
We note from your disclosure in Note 23 that you have material assets that you consider permanently reinvested overseas. In this regard, it appears there may be
amounts recorded in your financial statements, and included in your discussion of liquidity, for which there are material tax-driven restrictions on the free flow of funds from foreign subsidiaries. If so, please add a discussion of such assets.
This discussion should include the potential charges that may be incurred if such amounts were repatriated.

 Response:

 The Company respectfully advises the Staff that $4.7 billion of the $6.9 billion of permanently reinvested amounts is not
recorded as liquid assets on the balance sheet as of December 31, 2010, as it is derived from the Company’s investments in non-consolidated joint ventures which were adjusted to their fair value as a result of fresh-start reporting. As
such, the cash, marketable securities and lines of credit of these joint ventures are not included in the Company’s total reported liquidity.

 The remaining $2.2 billion is primarily composed of earnings subject to excessive additional taxes on distributions, such as earnings generated in Mexico. Although this liquidity is permanently
reinvested, the Company has taken and will continue to take steps to utilize this liquidity globally, as needed, on a less than permanent basis via inter-company loans and other cash pooling initiatives. The Company continues to believe that these
amounts are appropriately included in total available liquidity. Because these earnings are effectively available for use by the Company, we do not believe disclosure of the potential charges that would be incurred if such amounts were repatriated
is meaningful to our liquidity discussion.

 David R. Humphrey

 April 19, 2011

  Page
 6

 In response to the Staff’s comment, the Company proposes to revise disclosures in
future filings which contain a discussion of Liquidity and Capital Resources by adding the following:

 A portion of our total liquidity includes amounts deemed permanently reinvested in our foreign subsidiaries. Such amounts are available for global operations through methods such
as inter-company loans.

 Credit Facilities, page 104

Comment:

6.
In light of your new $5 billion Secured revolving credit facility, please revise the second sentence of this section as it appears your credit facilities are no
longer typically held at the subsidiary level, nor are they geographically dispersed across all regions.

 Response:

 In response to the Staff’s comment, the Company proposes to revise disclosures in future filings which contain a
discussion of Liquidity and Capital Resources:

 Replace

These credit facilities are typically held at the subsidiary level and are geographically dispersed across all regions.

With

Our primary borrowing capacity under these credit
facilities comes from our $5 billion secured revolving credit facility. The balance of our credit facilities is geographically dispersed across all regions.

Consolidated Financial Statements

Note 5. Acquisition and Disposal of Business, page 185

 Note 28. Interest Income and Other Non-Operating, net, page 283

 Comment:

7.
We note that, in the fourth quarter of 2010, you recorded amounts related to the Nexteer and GM Strasbourg transactions within Other non-operating income. Please
tell us why you believe that classification of these items as non-operating is appropriate.

 David R. Humphrey

 April 19, 2011

  Page
 7

 Response:

 The Company respectfully advises the Staff that the gain on the sale of Nexteer of $60 million and the gain on the acquisition of GM Strasbourg of $66 million relate to a gain on the disposal of a
business and a bargain purchase gain associated with the acquisition of a business, respectively. Paragraph 86 of Statement of Financial Accounting Concepts No. 6, “Elements of Financial Statements,” indicates that “Gains and
losses may also be described or classified as “operating” or “nonoperating,” depending on their relation to an entity’s major ongoing or central operations.” As such, gains and losses may be classified as operating or
nonoperating depending on their relation to an entity’s major ongoing or central operations. The Company does not consider gains resulting from the disposition of a business or a bargain purchase gain to represent ongoing activities central to
the Company’s operations. Furthermore, given the unique nature of a bargain purchase gain, the Company does not believe recording the bargain purchase gain as operating income to be representationally faithful. As such, the Company classified
these amounts within Other non-operating income.

 The Company is aware that diversity in practice exists with regard to the
class