Company Name: General Motors Corp. (Siegal)
Public Availability Date: April 3, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

February 7, 2006

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

This is a filing, pursuant to Rule 14a-8(j), to omit the proposal received on December 30, 2005 from Richard A. Siegal (Exhibit A) from the General Motors Corporation proxy materials for the 2006 Annual Meeting of Stockholders. The proposal would request that GM cease production of and recall certain vehicles.

General Motors intends to omit the proposal under Rule 14a-8(i)(f)(1), since the proponent has not provided evidence of his ownership of GM stock.

According to GM's transfer agent, Mr. Siegal was not a record owner of GM stock, so on January 3, GM sent a letter by Express Mail notifying him of the deficiency to the post office box indicated on his letterhead (Exhibit B). GM's letter requested evidence of any additional stock ownership that would satisfy the ownership requirements of Rule 14a-8(b)(1) and described what type of evidences would be acceptable under Rule 14a-8(b)(2)(i) and (ii). A copy of Rule 14a-8 was included with GM's letter.

On January 20, the Post Office returned the package including the letter to GM, with the indication that it was unclaimed after three delivery attempts (Exhibit C), Mr. Siegal faxed a message that he had received notification of attempted delivery of a package that was erroneously unclaimed and requesting that GM attempt redelivery of the package (Exhibit D), and the package was resent by Express Mail for delivery the next day with a cover letter from GM repeating the information about the need for evidence of stock ownership (Exhibit E). Although the Postal Service has informed us that the letter was delivered (Exhibit F), we have not received any further communication from Mr. Siegal.

General Motors' letter to Mr. Siegal notifying him under Rule 14a-8(f)(1) that he was required to furnish acceptable evidence of stock ownership within 14 days of receipt was delivered to the address that he provided with his proposal on January 4, 2006, so that the period for responding expired on January 18, 2006 (if not sooner). Despite our request, the proponent has not provided any information about the circumstances under which the package including the original notification was "erroneously unclaimed," so that there does not seem to be any reason not to conclude that he failed to provide evidence of stock ownership within the required period, so that his proposal may be omitted under Rule 14a-8(f)(1).

Please inform us whether the Staff will recommend any enforcement action if this proposal is omitted from the proxy materials for General Motors' 2006 Annual Meeting of Stockholders. GM plans to begin printing its proxy material at the beginning of April. We would appreciate any assistance you can give us in meeting our schedule.

Sincerely yours,

/s/

Anne T. Larin
Attorney and Assistant Secretary

Enclosures

c: Richard A. Siegal

[INQUIRY LETTER]

Secretary
General Motors Corporation
MC 482-C38-B71 br> 300 Renaissance Center
P.O. Box 300
Detroit, MI 48265

Re: Stockholder Proposal

Dear Secretary,

As a stockholder in the corporation, and more importantly as a member of the human race, I here-by submit the following stockholder proposals for inclusion in the voting to take place during the upcoming 2006 annual meeting.

This proposal relates to the fact that General Motors corporation has a Policy which relates to that of a higher than expected oil consumption. Document ID 1370475, titled: Info- Higher than expected oil consumption (greater than 8500# GWV) #03-06-01-023, 2004 Chevy Subruban-4wd.

This policy is summarized as stating that oil consumption of 1-qt/100 gals of fuel is acceptable.

The acceptance of this consumption and establishment of this policy is adversely effecting the environment by allowing less than "clean" motors to exist in the public, thus generating excessive emissions and as a minimum consuming a non-exhaustible resource at a greater rate than is required.

This stockholder has first hand evidence that this policy is even extended to product, which consumes 1 qt of oil for every 400 miles of operation.

It is therefore proposed that General motors cease production of any and all vehicles which are burning/consuming oil at a rate of 1qt/100 gals of fuel and remove any previously shipped product from operation by offering a recall notice for any and all such vehicles.

Additionally, it is further proposed that General Motors works in cooperation with the EPA to establish tighter oil consumption usage criteria as it is in the best interest of the environment. As a minimum, the corporation should voluntarily provide all statistics on the oil consumption of all products supplied to assist the EPA in establishing a manufacturing guideline for acceptable oil consumption on production vehicles.

Thank you for your consideration and you affirmative vote on this shareholder proposal.

Regards,

/s/

Richard A. Siegal

cc: US EPA Region 3
Environmental Protection Agency
Greenpeace
Wall Street Journal

[STAFF REPLY LETTER]

April 3, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: General Motors Corporation

Incoming letter dated February 7, 2006

The proposal requests that the company cease production of certain vehicles and work with the EPA to establish tighter oil consumption usage criteria.

There appears to be some basis for your view that GM may exclude the proposal under rule 14a-8(f). We note your representation that the proponent has not responded to GM's request for documentary support indicating that he satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). We also note your representation that GM's request included a copy of rule 14a-8. Accordingly, we will not recommend enforcement action to the Commission if GM excludes the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Tamara M. Brightwell
Attorney-Adviser