Securities Exchange Act of 1934
Rules 13e-4(f)(2) and 14a-6(a)

No Action, Interpretive and/or Exemptive Letter:
General Motors Corporation

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

May 15, 2009

Corey R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153

William Tolbert, Esq.
Jenner & Block LLP
1099 New York Avenue, N.W.
Suite 900
Washington, DC 20001-4412

Dear Messrs. Chivers and Tolbert:

We are responding to your letter dated May 15, 2009 to Michele M. Anderson and Nicholas P. Panos, as supplemented by conversations with the Staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Capitalized terms we use here have the same meaning as defined in your letter of May 15, 2009 unless otherwise noted.

On the basis of your representations and the facts presented in your request letter and correspondence submitted in connection with the filings relating to the Exchange Offers, the United States Securities and Exchange Commission hereby grants a limited exemption from Section 13(e) of the Exchange Act, as it pertains to withdrawal rights, and an exemption from Exchange Act Rule 13e-4(f)(2) to permit GM to modify withdrawal rights with respect to the Exchange Offers. In addition, we are granting a limited exemption from Section 13(e) of the Exchange Act, as it pertains to withdrawal rights, and an exemption from Rule 13e-4(f)(2) to permit GM to eliminate withdrawal rights on the Attachment Date and thereafter in the tender offer for old Series D notes in which amended Series D notes is offered as consideration. In granting this exemption for the tender offers to which Exchange Act Rule 13e-4 applies, we particularly note that:

• The tender offers have been described as being contractually mandated pursuant to U.S. Treasury Loan Agreements;
  


• GM will extend or reinstate withdrawal rights in connection with the Exchange Offers in the event of an Adverse Consideration Change or an Adverse GM Change;
  


• Holders of GM Public Debt will receive extensive disclosure, pursuant to the publicly filed Form S-4 and Schedule TO-I, concerning the modifications and restrictions on withdrawal rights;
  


• GM has undertaken that it will consult with the Staff of the Division of Corporation Finance prior to filing any additional material in connection with the Exchange Offers relating to any material development, the content of the additional material, the type of filing it will make with the Commission, the number of days the Exchange Offers must remain open from the date of dissemination, any need to extend or reinstate withdrawal rights in connection with the additional material and any need to disseminate additional material by mail; and
  


• In the unconditional tender offer in which amended Series D notes are offered as consideration in exchange for old Series D notes, GM will settle the exchange beginning on the Attachment Date and continuing each day thereafter, upon the receipt of additional tenders, until the expiration date.
  

Contingent upon the grant of an exemption relating to withdrawal rights in connection with the tender offers subject to Rule 13e-4, GM has asked for interpretive guidance regarding the availability of Securities Act Rule 162. Based upon the representations and facts presented in your request letter, we have no objection to GM's interpretation that the tender offers provide "withdrawal rights to the same extent as would be required if the [Exchange Offers] were subject to the requirements of Rule 13e-4" within the meaning of Rule 162(a)(2).

The foregoing exemption and interpretive guidance is based solely on the representations and the facts presented in your letter dated May 15, 2009, as supplemented by telephone conversations with the Staff and correspondence in connection with the Form S-4 filing. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the Staff if there is a change in any of the facts or representations set forth in your request letter.

GM has also confirmed its prior oral request that we exercise our authority, as delegated by 17 CFR § 200.30-1(e)(4), to authorize GM's use of a form of consent within a period of time less than that prescribed in Exchange Act Rule 14a-6. This request was made because on April 27, 2009, GM filed a preliminary Form S-4 registration statement involving the solicitation of consents subject to Exchange Act Section 14(a) and Regulation 14A promulgated thereunder. Under Exchange Act Rule 14a-4(f), GM could not deliver a form of consent at the time of this filing unless accompanied by a definitive proxy statement. Pursuant to Note E of Form S-4 and Rule 14a-6(j) of Regulation 14A, the consent solicitation disclosure contained within the Form S-4 was deemed filed under, but remained subject to, Exchange Act Rule 14a-6. GM therefore requested acceleration of the ten-day waiting period provided for in Rule 14a-6. GM demonstrated good cause in its Form S-4 registration statement in support of why its solicitation of consents needed to commence on April 27. GM's request for acceleration of the ten-day period to April 27 was granted on April 27.

Notwithstanding the relief and guidance provided by this response letter, please direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Securities Exchange Act of 1934, and Rules 10b-5 and 14a-9 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws continues to rest with the participants in this transaction. The Division of Corporation Finance expresses no view with respect to any other questions the tender offers and consent solicitations may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, these tender offers and solicitations.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/gm051509-13e4.htm