SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 3 to

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)

OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL MOTORS CORPORATION

(Name of Subject Company (Issuer))

GENERAL MOTORS CORPORATION

(Name of Filing Person (Offeror))

4.50% SERIES A CONVERTIBLE SENIOR DEBENTURES DUE MARCH 6, 2032

5.25% SERIES B CONVERTIBLE SENIOR DEBENTURES DUE MARCH 6, 2032

6.25% SERIES C CONVERTIBLE SENIOR DEBENTURES DUE JULY 15, 2033

1.50% SERIES D CONVERTIBLE SENIOR DEBENTURES DUE JUNE 1, 2009

(Title of Class of Securities)

370442741

370442733

370442717

370442691

(CUSIP Number of Class of Securities)

Robert S. Osborne, Esq.

General Counsel

General Motors Corporation

300 Renaissance Center

Detroit, Michigan 48265-3000

(313) 556-5000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Person)

COPIES TO:

David Lefkowitz Corey Chivers Todd Chandler Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Joseph P. Gromacki, Esq. William L. Tolbert, Jr., Esq. Jenner & Block LLP 330 N. Wabash Avenue Chicago, Illinois 60611 (312) 222-9350 James J. Clark, Esq. Noah B. Newitz, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, New York 10005 (212) 701-3000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$750,032,962	$41,851.84

(1) Estimated solely for the purpose of calculating the filing fee in accordance with Rule 0-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated in accordance with Rules 0-11(b)(2) and 0-11(a)(4) promulgated under the Exchange Act, for each of the series of securities listed in the table below, as the product obtained by multiplying (i) the average of the high and low prices per $25 principal amount of such series on April 22, 2009, as reported by the New York Stock Exchange and set forth in the table below, by (ii) quotient of (a) the aggregate principal amount outstanding of such series, as set forth in the table below, and (b) $25. The Transaction Valuation is calculated as the sum of the foregoing products.

SECURITIES	AMOUNT OUTSTANDING AGGREGATE PRINCIPAL	AVERAGE OF THE HIGH AND LOW PRICES PER $25 PRINCIPAL AMOUNT ON APRIL 22, 2009, AS REPORTED BY THE NEW YORK STOCK EXCHANGE
4.50% Series A Convertible Senior Debentures due March 6, 2032	$39,422,775	$2.53
5.25% Series B Convertible Senior Debentures due March 6, 2032	$2,600,000,000	$1.97
6.25% Series C Convertible Senior Debentures due July 15, 2033	$4,300,000,000	$1.97
1.50% Series D Convertible Senior Debentures due June 1, 2009	$1,001,600,875	$5.05

(2) The amount of Filing Fee is calculated in accordance with Rule 0-11 promulgated under the Exchange Act by multiplying the Transaction Valuation by 0.0000558.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$146,751.38	Filing Party:	General Motors Corporation
Form or Registration No.:	Form S-4 (333-158802)	Date Filed:	April 27, 2009

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Amendment No. 3 to

SCHEDULE TO

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (as amended from time to time, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2009, and amended on May 14, 2009 and May 19, 2009, is being filed by General Motors Corporation, a Delaware corporation (“GM”), in connection with the exchange offers by GM with respect to its 4.50% Series A Convertible Senior Debentures due March 6, 2032, 5.25% Series B Convertible Senior Debentures due March 6, 2032, 6.25% Series C Convertible Senior Debentures due July 15, 2033 and 1.50% Series D Convertible Senior Debentures due June 1, 2009 (collectively, the “convertible old notes”), and the related solicitations of consents for certain proposed amendments to the terms of the convertible old notes, including a solicitation for consents to a forbearance, waiver and extension with respect to GM’s 1.50% Series D Convertible Senior Debentures due June 1, 2009 (the “old Series D notes”). The solicitation for consents to a forbearance, waiver and extension with respect to the old Series D notes was also an exchange offer in which GM offered to exchange amended Series D notes for the old Series D notes (collectively, with the exchange offers for the convertible old notes and related solicitations, the “Exchange Offers”). The Exchange Offers were made upon the terms and subject to the conditions set forth in the prospectus, which forms part of the registration statement on Form S-4 filed by GM with the SEC on April 27, 2009, as amended by Amendment No. 1 to such registration statement filed by GM with the SEC on May 14, 2009 (including the prospectus supplement contained therein), and as supplemented by the prospectus supplement filed by GM with the SEC on May 19, 2009 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, and as the same may be further amended and/or supplemented from time to time, and the related letter of transmittal, each of which are exhibits to the Schedule TO.

Items 1, 4, 5, 6 and 11 of the Schedule TO are hereby amended by adding the following: The Exchange Offers expired at 11:59 p.m., New York City time, on May 26, 2009. On May 27, 2009, GM announced that the Exchange Offers would not be consummated because the minimum tender condition of the Exchange Offers as required by the U.S. Treasury and certain other conditions to the Exchange Offers had not been satisfied. No convertible old notes were purchased by GM in the Exchange Offers. No further tenders of convertible old notes will be accepted and any convertible old notes previously tendered pursuant to the Exchange Offers and not withdrawn will be promptly returned to the tendering holder thereof or credited to the account maintained at the depository from which such convertible old notes were tendered, as applicable. A copy of the press release issued by GM on May 27, 2009 with respect to the termination of the Exchange Offers is Exhibit (a)(1)(vii) hereto.

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Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended and restated as follows:

Exhibit No.	Description
(a)(1)(i)	Prospectus dated April 27, 2009 (incorporated by reference to the Registration Statement)
(a)(1)(ii)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement)
(a)(1)(iii)	Form of Letter to Brokers (incorporated by reference to Exhibit 99.2 to the Registration Statement)
(a)(1)(iv)	Form of Letter To Clients (incorporated by reference to Exhibit 99.3 to the Registration Statement)
(a)(1)(v)	Prospectus Supplement dated May 14, 2009 (incorporated by reference to Amendment No. 1 to the Registration Statement, filed by GM on May 14, 2009)
(a)(1)(vi)	Prospectus Supplement dated May 19, 2009 (incorporated by reference to the Prospectus Supplement filed by GM pursuant to Rule 424(b)(3) under the Securities Act on May 19, 2009)
(a)(1)(vii)	Press Release issued by GM on May 27, 2009 announcing expiration of the Exchange Offers*
(b)	None
(d)(i)	Loan and Security Agreement, dated as of December 31, 2008, by and between GM, as Borrower, the Guarantors parties thereto, and the United States Department of the Treasury, as Lender, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by GM on January 7, 2009, Exhibit 10.1 to the Current Report on Form 8-K filed by GM on February 23, 2009, Exhibit 10.1 to the Current Report on Form 8-K filed by GM on April 2, 2009, and Exhibit 10.1 to the Current Report on Form 8-K filed by GM on April 30, 2009)
(d)(ii)	Warrant Agreement, dated as of December 31, 2008, by and between GM and the United States Department of the Treasury (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by GM on January 7, 2009)
(d)(iii)	Warrant, dated as of December 31, 2008, issued by GM to the United States Department of the Treasury (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by GM on January 7, 2009)
(g)	None
(h)	Tax Opinion of Weil, Gotshal & Manges LLP (incorporated by reference to Exhibit 8.1 to Amendment No. 1 to the Registration Statement, filed by GM on May 14, 2009)

(*) Filed herewith

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	GENERAL MOTORS CORPORATION
	By:	/s/    Nick S. Cyprus
		Nick S. Cyprus
		Controller and Chief Accounting Officer
Dated: May 27, 2009

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Exhibit Index

Exhibit No.	Description
(a)(1)(i)	Prospectus dated April 27, 2009 (incorporated by reference to the Registration Statement)
(a)(1)(ii)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement)
(a)(1)(iii)	Form of Letter to Brokers (incorporated by reference to Exhibit 99.2 to the Registration Statement)
(a)(1)(iv)	Form of Letter To Clients (incorporated by reference to Exhibit 99.3 to the Registration Statement)
(a)(1)(v)	Prospectus Supplement dated May 14, 2009 (incorporated by reference to Amendment No. 1 to the Registration Statement, filed by GM on May 14, 2009)
(a)(1)(vi)	Prospectus Supplement dated May 19, 2009 (incorporated by reference to the Prospectus Supplement filed by GM pursuant to Rule 424(b)(3) under the Securities Act on May 19, 2009)
(a)(1)(vii)	Press Release issued by GM on May 27, 2009 announcing expiration of the Exchange Offers*
(b)	None
(d)(i)	Loan and Security Agreement, dated as of December 31, 2008, by and between GM, as Borrower, the Guarantors parties thereto, and the United States Department of the Treasury, as Lender, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by GM on January 7, 2009, Exhibit 10.1 to the Current Report on Form 8-K filed by GM on February 23, 2009, Exhibit 10.1 to the Current Report on Form 8-K filed by GM on April 2, 2009, and Exhibit 10.1 to the Current Report on Form 8-K filed by GM on April 30, 2009)
(d)(ii)	Warrant Agreement, dated as of December 31, 2008, by and between GM and the United States Department of the Treasury (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by GM on January 7, 2009)
(d)(iii)	Warrant, dated as of December 31, 2008, issued by GM to the United States Department of the Treasury (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by GM on January 7, 2009)
(g)	None
(h)	Tax Opinion of Weil, Gotshal & Manges LLP (incorporated by reference to Exhibit 8.1 to Amendment No. 1 to the Registration Statement, filed by GM on May 14, 2009)

(*) Filed herewith

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EX-99.(A)(1)(VII)

Exhibit (a)(1)(vii)

For Release:

May 27, 2009

7:30 a.m. EDT

GM Exchange Offers for Outstanding Public Debt Expire

DETROIT – General Motors Corp. (NYSE: GM) today announced the expiration of its exchange offers for $27.2 billion of its unsecured public notes and the related consent solicitations that were commenced on April 27, 2009. No further tenders of notes will be accepted and any notes previously tendered pursuant to the exchange offers will be promptly returned to the tendering holders.

The exchange offers expired at 11:59 p.m. EDT on May 26, 2009, at which time the principal amount of notes tendered was substantially less than the amount required by GM to satisfy the debt reduction requirement under its loan agreements with the U.S. Department of the Treasury, to meet the debt reduction objectives under its viability plan, or to meet the minimum tender condition of the exchange offers as required by the U.S. Treasury. Since these conditions, as well as certain other conditions, have not been satisfied, the exchange offers will not be consummated.

Due to the foregoing, GM has also cancelled the meetings of noteholders with respect to each series of non-US dollar-denominated notes which were scheduled to take place on May 27, 2009 in relation to certain amendments proposed in connection with the exchange offers.

The GM Board of Directors will be meeting to discuss GM’s next steps in light of the expiration of the exchange offers.

Forward Looking Statements

This document contains “forward-looking statements.” Such statements are based on the current expectations and assumptions of GM management, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those now anticipated. To better understand these risks and uncertainties, holders of notes and other readers are encouraged to read carefully GM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which was filed March 5, 2009 and GM’s Current Report on Form 8-K filed on May 14, 2009 which updates and supersedes the Annual Report in relation to Item 6 – Selected Financial Data, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8 – Financial Statements, GM’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 which was filed on May 8, 2009 and other GM filings with the Securities and Exchange Commission (SEC), all of which can be accessed free of charge at the websites of the SEC (at www.sec.gov) and GM (at http://www.gm.com/corporate/investor_information).

General Motors Corp. (NYSE: GM), one of the world’s largest automakers, was founded in 1908, and today manufactures cars and trucks in 34 countries. With its global headquarters in Detroit, GM employs 235,000 people in every major region of the world, and sells and services vehicles in some 140 countries. In 2008, GM sold 8.35 million cars and trucks globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Hummer, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM’s largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM’s OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com.

Media inquiries:

Julie M. Gibson

GM Financial Communications

212.418.6381

Julie.m.gibson@gm.com

Reneé Rashid-Merem

GM Communications

313.665.3128

Renee.rashid-merem@gm.com

Investor inquiries:

D.F. King

In North America: 800.769.7666

In Europe: 00 800 5464 5464

gm@dfking.com

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