Company Name: General Motors Corp.
Public Availability Date: February 19, 2008

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

February 5, 2008

BY E-MAIL

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 September 4, 2007 from Robert D. Morse (Exhibit A) from the General Motors Corporation ("General Motors" or "GM") proxy materials for the 2008 Annual Meeting of Stockholders. The proposal would limit total compensation to each of "the top five persons named in Management" to $500,000 per year, "plus any nominal perks".

General Motors intends to omit the proposal, as Mr. Morse did not respond to our request for evidence of his eligibility to submit a proposal under Rule 14a-8(b) within the 14-day deadline provided in subsection (f)(1) of Rule 14a-8.

The letter accompanying Mr. Morse's proposal stated that his stock was held in uncertificated form by TD Ameritrade and that he believes that requesting a letter from the record holder would be disruptive and should not be "demanded" (Exhibit B). General Motors confirmed that Mr. Morse is not listed as a stockholder on our transfer agent's records and by letter dated September 11, 2007 (Exhibit C) informed him that because he was not a stockholder of record and that we required evidence of his beneficial stock ownership. GM's letter described the types of evidence that would be acceptable and enclosed a copy of Rule 14a-8, noting that under subsection (f)(1) of the Rule he was required to send the evidence to GM within 14 days after receiving our letter.

GM's Spetember 11 letter was delivered by Federal Express to Mr. Morse on September 12, 2007 (Exhibit D), so that the deadline for providing evidence of stock ownership was September 25, 2007. We have not received any further communications from Mr. Morse. This appears to be consistent with the statement in his letter that he should not be requested to provide proof of stock ownership. Since Mr. Morse has not complied with the requirements of Rule 14a-8(b) despite proper notice, GM intends to exclude his proposal. See CSX Corporation (January 25, 2008) (proposal submitted by Mary Morse); AT&T Inc. (December 12, 2007) (proposal submitted by Robert Morse); Occidental Petroleum Corporation (November 21, 2007) (proposal submitted by Robert Morse).

Please inform us whether the Staff will recommend any enforcement action if this proposal is omitted from the proxy materials for General Motors' 2008 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

Attachments

c: Robert D. Morse

[APPENDIX]

August 30, 2007

PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of General Motors Corp. stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships] This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

Ever since about Year 1975, when "Against" was removed from "Vote for Directors" box, and no other on the Proxy Vote, and the term "Plurality" voting was contrived, shareowners have lost the "Right of Dissent", which is unconstitutional. No reason given, but the result has been that any Management nominee for Director was elected, even if only one "For" vote was received. This is because "Abstain" and "Withheld" are not deducted from "For". In response, Directors have awarded remuneration to those whom nominated them, to the point of being excessive and still escalating. Millions of dollars of shareowners assets are diverted for the five top Management, year after year, until their retirement or they "Jump Ship" for another company's offer. It is seldom proven to have been "earned" by their efforts, rather than the product or services.

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle. These funds might better be applied to dividends. The savings in elimination of personnel needed to process all previous programs could be tremendous. Plus savings on lengthy pages reporting the process in the Report, a help for the National Paperwork Reduction Act.

This can all be accomplished by having Directors eliminate all Rights, Options, S.A.R.'s, retirement and severance, etc. programs, relying on $500.000.00 to be adequate, and Management buying their own stock and retirement programs, if desired.

It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others, have already returned "Against" as requested.

Thank you, and please vote "YES" for this Proposal. It is for Your benefit!

Robert D. Morse

/s/

[STAFF REPLY LETTER]

February 19, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: General Motors Corporation Incoming letter dated February 5, 2008

The proposal relates to compensation.

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

Sincerely,

/s/

Greg Belliston
Special Counsel