EX-24

                                      - 2 -
                                                  POWER OF ATTORNEY

Know all by these presents,  that the undersigned hereby constitutes and
appoints each of Martin I. Darvick,  Anne T. Larin,  Frederick
A. Fromm,  Jr., Tia Y. Turk,  Wilma K. Baker,  Kathleen A. Taylor and
Marilyn G. deRaad  signing  singly,  the  undersigned's  true and lawful
attorney-in-fact to:

(1)      execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of General Motors Corporation
         (the "Corporation"), Forms 3, 4 and 5 in accordance with Section 16(a)
         of the Securities Exchange Act of 1934 and the rules thereunder;

(2)      execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer and/or director of the Corporation, Form 144 in
         accordance with the Securities Act of 1933 and the rules thereunder;

(3)      do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 4, 5 or 144, complete and execute any amendment or amendments
         thereto and timely file such form with the United States Securities and
         Exchange Commission and any other stock exchange or similar authority;
         and

(4)      take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Corporation assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities
Act of 1933.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4, 5 and 144 with respect to the
undersigned's holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this             day of February, 2006.
                               -----------


                   Jerome B. York Subscribed and sworn to before me this day of
February, 2006.

- ------------------------------------
                       Notary Public

EX-99

February 10, 2006


                  Martin I. Darvick
                      Attorney


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               General Motors Corporation
                     Legal Staff
                400 GM Renaissance Center
                 Mail Code: 482-C23-D24
                Detroit, MI  48265-3000
                  Tel 313-665-4922
                  Fax 313-665-4979
                martin.i.darvick@gm.com


February 9, 2006


Securities and Exchange Commission
Washington, D.C.  20549

Re:  Form 3 -  Jerome B. York

This is to advise you that Jerome B. York has informed me that he owns no
General Motors securities that are reportable on a Form 3. Our computer program
does not allow us to report "zero" securities on the Form 3.

Very truly yours,



Martin I. Darvick
Attorney