May 19, 2005

By Facsimile (310) 556-2920 and U.S. Mail

Janet S. McCloud
Christensen, Miller, Fink, Jacobs
     Glaser, Weil & Shapiro, LLC
10250 Constellation Blvd.
Los Angeles, California 90067

Re:  	General Motors Corporation
	Schedule TO-T filed by Tracinda Corporation on May 9, 2005
	File No. 005-42630

Dear Ms. McCloud:

      We have the following comments on the above referenced
filing.

Schedule TO-T

1. We note that Mr. Kerkorian is the sole stockholder of Tracinda
Corporation and is the company`s Chief Executive Officer,
President
and sole director.  Rule 14d-1(c)(1) requires persons "on whose
behalf" the tender offer is being made to be included as bidders.
Refer to Section II. D. 2. of the Division of Corporation
Finance`s
Current Issues and Rulemaking Projects outline, which is available
on
our website, www.sec.gov, for further guidance.  Accordingly,
please
revise your Schedule TO to include Mr. Kerkorian as a filing
person
or advise.  In addition, revise to ensure that all of the
disclosure
as to Mr. Kerkorian individually required by Schedule TO is
included
in the Offer to Purchase.

Item 10. Financial Statements
2. We disagree with your conclusion that financial statements are
not
required in the context of this tender offer.  Instruction 2 to
Item
10 of Schedule TO-T describes those circumstances in which
financial
statements are not considered material in the context of a tender
offer.  Tracinda Corp. is not a reporting company under Section
13(a)
or 15(d) of the Securities Exchange Act of 1934 and this is a
partial
offer.  Therefore, the presumption of non-materiality does not
apply
in the context of this offer.  Please revise to include the
financial
statements required by Item 10 of Schedule TO.  Note that to the
extent you add additional bidders in response to comments above,
you
must provide all of the disclosure, including the required
financial
statement disclosure, as to each.
3. See the last comment above. Advise how you will disseminate the
revised offer materials, in light of the materiality of the
financial
statements omitted in the original offer materials.

Offer to Purchase

Summary Term Sheet, page 1
4. You should prominently disclose, including in the Summary
section,
that the offer price is below the recent high trading prices for
General Motors shares.  In this regard, we note that those shares
traded at a high of $40.80 during the first quarter of 2005, and
at a
high of $32.96 during the second (most recent) quarter.  Where you
provide disclosure about the offer price and how it relates to
recent
(select) trading prices, include this balancing disclosure as
well.

Summary Term Sheet - What effect will General Motors` regular
quarterly dividend have on the purchase price?, page 2
5. The disclosure here is unclear because it begs the question of
whether the record date for the dividend distribution will be
before
or after the close of this tender offer.  That is, if a GM
shareholder tenders his or her shares into this offer, which is
set
to expire on June 7, 2005, will he or she be considered a record
holder for purposes of receiving the annual dividend?  Or will the
bidder in this offer likely receive the dividend?  Although we
know
you do not set the record date, we believe the disclosure here
should
be clarified to explain how this will be determined.
6. See the last comment above.  The disclosure on page 20 of the
Offer to Purchase states that you will not adjust the offer price
if
General Motors does not set a record date for its dividend which
is
prior to the expiration date.  This seems to suggest that you will
adjust the offer price if General Motors sets a record date that
is
before the expiration of the offer.  This in turn seems to
conflict
with the disclosure in this section. Please revise or advise.
7. See the last comment above.  The disclosure in this section is
also unclear because it implies that shareholders on the record
date
will receive the annual dividend, no matter the amount of that
dividend.  It is not until the last page of the Offer to Purchaser
that you state that the purchase price will be reduced to the
extent
that the quarterly dividend exceeds $.50 per share (with some
exceptions).  Please clearly describe how the amount of the
quarterly
dividend impacts the offer price in a prominent place in the
summary
section.
8. See the last two comments above.  Note that it is our view that
if
the offer price is adjusted because of the amount of the dividend
or
the record date, we view this as a material change in the terms of
the offer that may require an extension and dissemination of
revised
offer materials.  Please confirm your understanding
supplementally.

Section 2. Procedure for Tendering Shares, page 7
9. We refer you to the disclosure in the second paragraph on page
10.
There, you state that Tracinda reserves the right to reject
tendered
shares if it cannot exercise full voting rights with respect to
them
at any meeting of stockholders. Whether or not a meeting will
occur
before the expiration of this offer, this offer term violates Rule
14d-10 because it bars shareholders who are not record holders for
purposes of a particular meeting, or consent date, from
participating
in this offer. Please revise.

Section 12.  Conditions to the Offer, page 16
10. While you may condition your tender offer on any number of
conditions, those conditions must be clearly and specifically
described in your offer materials and must be outside of your
control.  We are concerned that many of the listed offer
conditions
are so broadly drafted as to potentially render this offer
illusory,
and to make it impossible for a General Motors shareholder to
determine what events or occurrences will allow you to terminate
it.
Please generally revise to narrow your conditions, quantifying
where
possible.  The following lists examples of some offer conditions
which we believe are problematic because of their breadth or lack
of
specificity; however, this is not intended to be an exhaustive
list,
and we urge you to examine and revise this section generally:
(a)(iii) 		Quantify what is a "material change" for purposes
of
this condition.
(a)(v)   	Quantify "material decrease."
(b)        	This condition is so broadly drafted as to
essentially
allow you to assert it under any circumstances. For example,
Tracinda
may assert this offer condition when it becomes aware of any
"fact"
that "may" have an [unquantified] negative impact on the value of
General Motors` shares.
(d)  	This offer condition, as currently drafted, would appear
to
allow you to terminate the tender offer based on voluntary actions
by
the bidder.
(e)  	This offer condition would appear to be implicated by
current Federal securities laws applicable to tender offers. For
example, if an SEC rule "might" require you under certain
circumstances to extend the offer, and thereby resulting in a
"delay"
in its consummation, this offer condition would appear to be
triggered. In addition, (e)(iii) refers to events that "could"
materially adversely affect you or any of your subsidiaries or
affiliates, without identify these individuals or entities.



11. You disclose that your failure at any time to exercise your
rights associated with the offer conditions shall not be deemed a
waiver of your rights and that you may assert your rights at any
time
and from time to time.  If you believe that one of the listed
offer
conditions has been "triggered" while your offer is pending,
please
be aware that you must immediately inform shareholders as to how
you
intend to proceed. That is, you must decide and communicate to
General Motors security holders immediately whether you will waive
the condition and proceed with the offer, or "assert" it to
terminate
the offer. You may not, as your disclosure suggests, wait until
the
scheduled expiration date to terminate the offer based on an event
that occurred on the second day of the offer.  This is
particularly
important given the subjective nature of many of your offer
conditions. Please confirm your understanding supplementally.

Letter of Transmittal
12. Unless required by state securities laws, please revise your
letter of transmittal to remove all representations that may
suggest
to a security holder that it is waiving its rights under the
federal
securities laws.  This includes representations that the investor
understands the terms of this offer.  If you believe this is
required
by state law, please advise.

Closing
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing person is in possession of
all facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement acknowledging that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      To the extent you add new bidders in response to our
comments
above, please provide these acknowledgements as to them as well.
In
addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

      As appropriate, please amend your Schedule TO-T in response
to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.  In addition, depending upon your
response
to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 551-3456.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

         	               					Very truly
yours,



                 	          					Jeffrey B.
Werbitt
							Attorney-Advisor
							Office of Mergers and
Acquisitions

cc: 	Richard E. Sobelle, Esquire
      Tracinda Corporation
      150 South Rodeo Drive, Suite 250
      Beverly Hills, California 90212





??

??

??

??

Janet S. McCloud, Esquire
May 19, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE