Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Motors Liquidation Co GUC Trust
 2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2011		 3. Issuer Name and Ticker or Trading Symbol
General Motors Co [GM]
(Last)
(First)
(Middle)
C/O WILMINGTON TRUST COMPANY, RODNEY SQUARE NORTH, 1110 N. MARKET ST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WILMINGTON, DE 19890-1615		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 150,000,000
I
Dispositive power pursuant to GUC Trust Agreement (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 07/10/2009 07/10/2016 Common Stock 136,363,635 $ 10 I Dispositive power pursuant to GUC Trust Agreement (1)
Warrants 07/10/2009 07/10/2016 Common Stock 136,363,635 $ 18.33 I Dispositive power pursuant to GUC Trust Agreement (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Motors Liquidation Co GUC Trust
C/O WILMINGTON TRUST COMPANY
RODNEY SQUARE NORTH, 1110 N. MARKET ST
WILMINGTON, DE 19890-1615		     X    
WILMINGTON TRUST CORP
1100 NORTH MARKET STREET
WILMINGTON, DE 19890-0001		     X    

Signatures

MOTORS LIQUIDATION COMPANY GUC TRUST, By: Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Trust administrator and trustee of the Motors Liquidation Company GUC Trust, By: David A. Vanaskey, Jr., Vice President 04/11/2011
**Signature of Reporting Person Date
WILMINGTON TRUST COMPANY, not in its individual capacity but solely in its capacity as Trust administrator and trustee of the Motors Liquidation Company GUC Trust, By: David A. Vanaskey, Jr., Vice President 04/11/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Motors Liquidation Company GUC Trust and Wilmington Trust Company, not in its individual capacity but solely in its capacity as Trust administrator and trustee, may be deemed to beneficially own the securities reported on this Form 3 by virtue of the dispositive power they may exercise pursuant to the GUC Trust Agreement, dated as of March 30, 2011, among the Reporting Persons, Motors Liquidation Company, and the other parties thereto. The securities reported on this Form 3 are held by Motors Liquidation Company.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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