EXCLUSIVE-UPDATE 3-GM readies all-equity offer for debt-sources

* Equity conversion for bondholder, UAW debt-sources

* Offer targets $48 bln of debt in equity exchange-sources

* Treasury could convert its own loans to GM stock-sources (Adds analyst comment)

By Soyoung Kim and Emily Chasan

DETROIT/NEW YORK, April 17 (Reuters) - The Obama administration has directed General Motors Corp GM.N to prepare a new restructuring plan that would pay off bondholders and the automaker's major union in stock in exchange for $48 billion in debt, people briefed on the plan said on Friday.

The U.S. Treasury, which has provided $13.4 billion in emergency funding to keep GM operating since the start of the year, has indicated that it could also convert those taxpayer-backed loans into GM stock, the sources told Reuters.

GM, which is working to complete a restructuring that could include a bankruptcy filing, plans to make the new proposals to bondholders and the United Auto Workers union within the next two weeks, the sources said.

The sources asked not to be identified because of the confidential nature of the talks between the automaker and President Barack Obama's autos task force, which is charged with retooling the U.S. auto industry.

GM and UAW representatives could not be immediately reached for comment. A Treasury spokeswoman had no comment.