UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

Mail Stop 5546
								September 29, 2006

Via Facsimile (815) 282-8730 and US Mail

G. Richard Wagoner, Jr.
Chief Executive Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan  48265-3000

	Re:	General Motors Corporation
		Form 10-K for the Fiscal Year Ended December 31, 2005
      Filed February 28, 2006
 		File No. 1-143

Dear Mr. Wagoner:

      We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure.  Please be as detailed as necessary in
your response.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note from a public media report and your company website
that
you may have operations in, or sales associated with, Syria, which
is
identified as a state sponsor of terrorism by the U.S. State
Department and subject to sanctions administered by the U.S.
Commerce
Department`s Bureau of Industry and Security and the U.S. Treasury
Department`s Office of Foreign Assets Control.  We note that the
Form
10-K does not contain any information relating to operations in or
contacts with Syria.  Please describe your operations in and
contacts
with Syria, if any, and discuss their materiality to you in light
of
Syria`s status as a state sponsor of terrorism.  Please also
discuss
whether the operations constitute a material investment risk to
your
security holders.  Your response should describe your current,
past
and anticipated operations in and contacts with Syria, including
through subsidiaries, affiliates, foreign distributors, joint
ventures and other direct and indirect arrangements.

2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Syria.  Please
address materiality in terms of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon your
reputation and share value.

We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies operating in Syria.  Your materiality analysis
also
should address whether the government of Syria or entities
controlled
by it are your customers or receive cash or other financing in
connection with your operations.

Please also address the impact of your regulatory compliance
programs, such as programs designed to prevent terrorism funding,
which cover operations and contacts associated with Syria, and any
internal risk assessment undertaken in connection with business in
Syria.

3. We also note from your 10-K that you have operations in the
Middle
East and Africa.  Please identify for us the countries in the
Middle
East and Africa with which you have operations, sales or other
contacts.  We may have further comment.


      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.  Please file your response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

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

the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

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

the company 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.

      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.

      Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review.  You may also contact
me
at (202) 551-3470.


								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Max Webb
		Assistant Director
		Division of Corporation Finance


G. Richard Wagoner, Jr.
General Motors Corporation
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