April 5, 2011
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
Attention: Mr. Eric Envall
| Re: | Ally Financial Inc. |
Amendment No. 1 to
Registration Statement on Form S-4
SEC File Nos. 333-172942 and
333-172942-01 through 333-172942-05
Request for Acceleration of Effectiveness
Dear Mr. Envall:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ally Financial Inc. (the “Company”) hereby requests that the effectiveness of the above referenced Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to 1:00 p.m., Eastern Time, on Thursday, April 7, 2011, or as soon thereafter as practicable.
The Company acknowledges that the disclosure in the Registration Statement is the responsibility of the Company. The Company hereby represents to the United States Securities and Exchange Commission (the “Commission”) that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Richard A. Drucker (212-450-4745) or Peter E. Devlin (212-450-4295) of Davis Polk & Wardwell LLP with any questions you may have concerning this request.
| Very truly yours, | ||||
| Ally Financial Inc. | ||||
| By: | /s/ Cathy L. Quenneville | |||
| Name: | Cathy L. Quenneville | |||
| Title: | Secretary | |||
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