June 3, 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/A filed by Tracinda Corporation on May 26, 2005
	File No. 005-42630

Dear Ms. McCloud:

      We have the following additional comments on the above
referenced filing:

Schedule TO-T

General
1. We note that you have added Mr. Kerkorian as a co-bidder in
this
tender offer in response to comment 1 in our prior letter dated
May
19, 2005. However, that comment also asked you to revise the body
of
the offer to purchase to ensure that all of the disclosure
required
by Schedule TO was provided as to Mr. Kerkorian individually. You
have not provided the financial statement disclosure for Mr.
Kerkorian required by Instruction 4 to Item 10 of Schedule TO. See
the next comment below regarding our view as to the materiality of
financial statement disclosure in the context of this offer. In
addition, please be sure to add Mr. Kerkorian`s name as a filer on
the cover page of all future amendments to the Schedule.

Item 10. Financial Statements
2. As noted in prior comment 2, we continue to believe that
financial
statements for Tracinda Corp. are required in the context of this
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.  If this offer is fully subscribed, Tracinda Corp will
become
the third largest shareholder of General Motors. As such, its
financial statement disclosure is material for reasons other than
its
ability to pay for tendered shares. Please revise to include the
financial statements required by Item 10 of Schedule TO.
3. See the last two comments 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. Note
that shareholders must be afforded adequate time from the date
they
receive this new disclosure to review and act upon it. Therefore,
advise whether you intend to extend the offer period beyond the
scheduled expiration.

Section 12.  Conditions to the Offer, page 16
4. We note your response to prior comment 10.  However, we
continue
to be concerned that many of the listed offer conditions are so
broadly drafted as to potentially make it impossible for a General
Motors security holder to determine what events or occurrences
will
allow you to terminate the offer.  In this regard, many of your
conditions appear to contain an excessive subjective element, and
may
be so broad as to render the offer illusory.  For example,
paragraph
(b) addresses events that may have a materially adverse effect on
General Motors or on the value of your shares and paragraph (e)
discusses actions that might prohibit, restrict or delay
consummation
of the offer or otherwise could materially adversely affect your
business.  You should revise your disclosure accordingly, for
example
by speaking in more definitive terms.  Similarly, paragraph
(a)(iii)
should quantify the term "material change" for purposes of this
condition.

Closing
      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





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Janet S. McCloud, Esquire
June 3, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE