Edgar Filing: GENERAL ELECTRIC CAPITAL CORP

As filed with the Securities and Exchange Commission on April 8, 2002

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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General Electric Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-1500700
(State of incorporation) (I.R.S. Employer Identification Number)
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

DAVID P. RUSSELL
Counsel--Treasury Operations and Assistant Secretary
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class of aggregate offering Amount of
securities to be registered price(1)(2)(3)(4) registration fee(5)(6)

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Debt Securities, Debt Warrants, Preferred Stock, Guarantees, Letters of Credit and
Promissory Notes or Loan Obligations............................................ $50 billion $4,600,000

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(1)Or, if any Debt Securities are issued (i) with an initial offering price
denominated in a foreign currency or a unit of two or more currencies, such
amount as shall result in an aggregate initial offering price equivalent to
$50 billion or (ii) at an original issue discount, such greater amount as
shall result in an aggregate initial offering price of $50 billion.
(2)Estimated solely for the purpose of determining the registration fee.
(3)Warrants may be offered and sold entitling the holder to purchase any of the
Debt Securities. Pursuant to Rule 457(g), no registration fee is
attributable to the Warrants registered hereby.
(4)Includes interests in the Guarantees, Letter of Credit Obligations and Notes
or Loan Obligations offered from time to time to securityholders referred to
herein.
(5)Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $1,400 previously paid to the Commission
relating to $5,600,650 aggregate offering amount of debt securities,
warrants, preferred stock, guarantees, letters of credit and promissory
notes and loan obligations previously registered pusuant to Registration
Statement No. 333-66560, which remained unissued as of the close of business
on March 18, 2002 and which are also covered by the prospectus included in
this Registration Statement.
(6)General Electric Company ("GE Company"), the ultimate parent of the
Registrant, previously paid a filing fee of $11,757,593.15 upon the filing
of the Registration Statement on Form S-4 initially filed by GE Company on
November 13, 2000 (File No. 333-49710) in connection with the planned merger
of Honeywell International Inc. into a wholly owned subsidiary of GE
Company. This transaction was not consummated and the shares registered
under Registration Statement No. 333-49710 were not issued. Pursuant to Rule
457(p) under the Securities Act, the full amount of the registration fee
currently due from the Registrant for this Registration Statement has been
offset against the total registration fee paid by GE Company for its earlier
Registration Statement. The balance of that fee was previously offset by the
$98,410.75 filing fee with respect to GE Company's Form S-4 Registration
Statement filed on December 28, 2001 (File No. 333-76066), leaving a "Rule
457(p) account balance" of $11,659,182.40. By offsetting the registration
fee otherwise due by the Registrant's filing of this Registration Statement,
GE Company has a "Rule 457(p) account balance" of $7,059,182.40.
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement will also be used in connection with
the issuance of securities registered pursuant to Registration Statement No.
333-66560 previously filed by the Registrant on Form S-3 and declared effective
on August 31, 2001.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Subject to Completion

Dated April 8, 2002

PROSPECTUS

General Electric Capital Corporation

Debt Securities
Warrants to Purchase Debt Securities
Preferred Stock
Guarantees, Letters of Credit and Promissory Notes or Loan
Obligations, Including Interests Therein

General Electric Capital Corporation may offer from time to time:

. senior, unsecured debt securities,

. warrants to purchase any of the debt securities,

. variable cumulative preferred stock, par value $100 per share, which may
be issued in the form of depositary shares evidenced by depositary
receipts,

. preferred stock, par value $.01 per share, which may be issued in the form
of depositary shares evidenced by depositary receipts and

. senior unsecured guarantees, direct-pay letters of credit and indebtedness
evidenced by promissory notes or loan obligations, including in each case
interests therein.

We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.

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These securities have not been approved by the SEC or any State securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

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April , 2002

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission relating to these securities is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

You should rely only on the information incorporated by reference or
provided in this prospectus and the prospectus supplement. We have authorized
no one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

References in this prospectus to "GECC", "we", "us" and "our" are to General
Electric Capital Corporation.

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WHERE YOU CAN GET MORE
INFORMATION ON GECC

GECC files annual, quarterly and current reports with the SEC. You may
obtain any document we file with the SEC at the SEC's Public Reference Rooms in
Washington, D.C., Chicago, Illinois and New York, New York. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our SEC filings are also accessible through the Internet at the
SEC's Web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:

(i)GECC's Annual Report on Form 10-K for the year ended December 31, 2001;
and

(ii)GECC's Current Report on Form 8-K dated as of March 25, 2002.

You may request a copy of these filings at no cost. Requests should be
directed to David P. Russell, Counsel--Treasury Operations and Assistant
Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927, Telephone No. (203) 357-4000.

THE COMPANY

General Electric Capital Corporation was incorporated in 1943 in the State
of New York, under the provisions of the New York Banking Law relating to
investment companies, as successor to General Electric Contracts Corporation,
which was formed in 1932. Until November 1987, our name was General Electric
Credit Corporation. As of July 2001, General Electric Capital Corporation
completed its reincorporation as a Delaware corporation. All of our outstanding
common stock is owned by General Electric Capital Services, Inc. ("GE Capital
Services") formerly General Electric Financial Services, Inc., the common stock
of which is in turn wholly owned directly or indirectly by General Electric
Company ("GE Company"). Our business originally related principally to
financing the distribution and sale of consumer and other products of GE
Company. Currently, however, the types and brands of products we finance and
the services we offer are significantly more diversified. Very few of the
products we finance are manufactured by GE Company.

We operate in five operating segments: consumer services, equipment
management, mid-market financing, specialized financing and specialty
insurance. Our operations are subject to a variety of regulations in their
respective jurisdictions.

We offer our services primarily throughout the United States, Canada, Europe
and the Pacific Basin. GECC's principal executive offices are located at 260
Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000).
At December 31, 2001, GECC employed approximately 88,000 persons.

Consolidated Ratio of Earnings to Fixed Charges

Year Ended December 31,
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1997 1998 1999 2000 2001
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1.48 1.50 1.60 1.52 1.72

Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends

Year Ended December 31,
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1997 1998 1999 2000 2001
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1.46 1.48 1.58 1.50 1.70

For purposes of computing the consolidated ratios of earnings to fixed
charges and earnings to combined fixed charges and preferred stock dividends,
earnings consist of net earnings adjusted for the provision for income taxes,
minority interest, interest capitalized (net of amortization) and fixed
charges. Fixed charges consist of interest on all indebtedness and one-third of
rentals, which we believe is a reasonable approximation of the interest factor
of such rentals.

USE OF PROCEEDS

Unless otherwise specified in the prospectus supplement accompanying this
prospectus, we will add the net proceeds from the sale of the securities to
which this prospectus and the prospectus supplement relate to our general funds
which we will use for financing our operations. We can conduct additional
financings at any time.

PLAN OF DISTRIBUTION

We may sell our securities through agents, underwriters, dealers or directly
to purchasers.

We may designate agents to solicit offers to purchase our securities.

. We will name any agent involved in offering or selling our securities, and
any commissions that we will pay to the agent, in our prospectus
supplement.

. Unless we indicate otherwise in our prospectus supplement, our agents will
act on a best efforts basis for the period of their appointment.

. Our agents may be deemed to be underwriters under the Securities Act of
1933 of any of our securities that they offer or sell.

We may use an underwriter or underwriters in the offer or sale of our
securities.

. If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of our securities.

. We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers will
receive, in our prospectus supplement.

. The underwriters will use our prospectus supplement to sell our securities.

We may use a dealer to sell our securities.

. If we use a dealer, we, as principal, will sell our securities to the
dealer.

. The dealer will then sell our securities to the public at varying prices
that the dealer will determine at the time it sells our securities.

. We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.

We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.

We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the Securities Act of 1933. Our
agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course
of business.

We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our securities at the public offering price under
delayed delivery contracts.

. If we used delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery
contracts.

. These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.

. We will indicate in our prospectus supplement, the commission that
underwriters and agents soliciting purchases of our securities under
delayed contracts will be entitled to receive.

Unless otherwise provided in the prospectus supplement accompanying this
prospectus, neither the support obligations nor the interests therein will be
offered or sold separately from the underlying securities to which they relate.
The underlying securities will be offered and sold under a separate offering
document.

GECC Capital Markets Group, Inc. is one of GECC's subsidiaries and may
participate in offerings of our securities. As a result, we will conduct any
offering of securities in which GECC Capital Markets Group, Inc. participates
in compliance with the applicable provisions of Rule 2720 of the Conduct Rules
of the National Association of Securities Dealers, Inc. Under this rule, no
underwriter or dealer may confirm sales of securities to accounts over which
they exercise discretionary authority. The maximum commission or discount to be
received by any NASD member or independent broker-dealer will not be greater
than 7% of the offering price of the securities they sell.

SECURITIES OFFERED

Using this prospectus, we may offer debt securities, variable cumulative
preferred stock, preferred stock, and warrants to purchase debt securities. In
addition, we may issue guarantees, direct-pay letters of credit and
indebtedness evidenced by promissory notes or loan obligations, including
interests therein. We registered these securities with the SEC using a "shelf"
registration statement. This "shelf" registration statement allows us to offer
any combination of these securities. Each time we offer securities, we must
provide a prospectus supplement that describes the specific terms of the
securities. The prospectus supplement may also provide new information or
update the information in the prospectus.

DESCRIPTION OF DEBT SECURITIES

General

The description below of the general terms of the debt securities will be
supplemented by the more specific terms in the prospectus supplement.

We will issue the debt securities under one or more separate indentures
between us and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as trustee, or any other trustee as may be designated under the
indentures ( the "Trustee"). None of the indentures limits the amount of debt
securities or other unsecured, senior debt which we may issue.

In addition to the following description of the debt securities, you should
refer to the detailed provisions of each indenture, copies of which are filed
as exhibits to the registration statement.

The prospectus supplement will specify the following terms of such issue of
debt securities:

. the designation, the aggregate principal amount and the authorized
denominations if other than $1,000 and integral multiples of $1,000;

. the percentage of their principal amount at which the debt securities will
be issued;

. the date or dates on which the debt securities will mature;

. the currency, currencies or currency units in which we will make payments
on the debt securities;

. the rate or rates at which the debt securities will bear interest, if any,
or the method of determination of such rate or rates;

. the date or dates from which such interest, if any, shall accrue, the
dates on which such interest, if any, will be payable and the method of
determining holders to whom interest shall be payable;

. the prices, if any, at which, and the dates at or after which, we may or
must repay, repurchase or redeem the debt securities;

. the exchanges, if any, on which the debt securities may be listed;

. the trustee under the indenture pursuant to which the debt securities are
to be issued. (Sections 2.02 and 2.02A. Section references refer to the
sections in the applicable indenture.); and

. any other terms of the debt securities not inconsistent with the
provisions of the applicable indenture.

Unless otherwise specified in the prospectus supplement, we will compute
interest payments on the basis of a 360-day year consisting of twelve 30-day
months. (Section 2.10).

The debt securities will be unsecured and will rank equally with all other
unsecured and unsubordinated indebtedness of GECC.

Some of the debt securities may be issued as discounted debt securities to
be sold at a substantial discount below their stated principal amount. The
prospectus supplement will contain any Federal income tax consequences and
other special considerations applicable to discounted debt securities.

The indentures do not contain any provisions that limit:

. our ability to incur indebtedness, or

. provide protection in the event GE Company, as sole indirect stockholder
of GECC, causes GECC to engage in a highly leveraged transaction,
reorganization, restructuring, merger or similar transaction.

Payment and Transfer

We will issue debt securities only as registered securities, which means
that the name of the holder will be entered in a register which will be kept by
the Trustee or another agent of GECC. Unless we state otherwise in a prospectus
supplement, we will make principal and interest payments at the office of the
paying agent or agents we name in the prospectus supplement or by mailing a
check to you at the address we have for you in the register.

Unless we describe other procedures in a prospectus supplement, you will be
able to transfer registered debt securities at the office of the transfer agent
or agents we name in the prospectus supplement. You may also exchange
registered debt securities at the office of the transfer agent for an equal
aggregate principal amount of registered debt securities of the same series
having the same maturity date, interest rate and other terms as long as the
debt securities are issued in authorized denominations.

Neither GECC nor the Trustee will impose any service charge for any transfer
or exchange of a debt security, however, we may ask you to pay any taxes or
other governmental charges in connection with a transfer or exchange of debt
securities.

Global Notes, Delivery and Form

We may issue some or all of the debt securities in the form of one or more
Global Notes. We will deposit each Global Note with a depositary (a
"Depositary") or with a nominee for a Depositary identified in the applicable
prospectus supplement. We will register each Global Note in the name of such
Depositary or nominee. Unless and until it is exchanged in whole or in part for
debt securities in definitive registered form, a Global Note may not be
transferred, except as a whole by the Depositary for such Global Note to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
For purposes of this Prospectus, "Global Note" refers to the Global Note or
Global Notes representing an entire issue of debt securities.

The specific terms of the depositary arrangement with respect to any debt
securities to be represented by a Global Note will be described in the
prospectus supplement.

Modification of the Indentures

In general, our rights and obligations and the rights of the holders under
the indentures may be modified if the holders of not less than 66 2/3% in
aggregate principal amount of the outstanding debt securities of each series
affected by the modification consent to it. However, Section 10.02 of each
indenture provides that, unless each affected holder agrees, we cannot

. make any adverse change to any payment term of a debt security such as

. extending the maturity date

. extending the date on which we have to pay interest or make a sinking
fund payment

. reducing the interest rate

. reducing the amount of principal we have to repay

. changing the currency in which we have to make any payment of principal
premium or interest

. modifying any redemption or repurchase right to the detriment of the
holder

. impairing any right of a holder to bring suit for payment

. reduce the percentage of the aggregate principal amount of debt
securities needed to make any amendment to the indenture or to waive any
covenant or default

. waive any past payment default

. make any change to Section 10.02.

However, if we and the Trustee agree, we can amend the indentures without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.

Events of Default

Each indenture defines an Event of Default with respect to any series of
debt securities as any of the following:

. default in any payment of principal or premium, if any, on any debt
security of such series;

. default for 30 days in payment of any interest, if any, on any debt
security of such series;

. default in the making or satisfaction of any sinking fund payment or
analogous obligation on the debt securities of such series;

. default for 60 days after written notice to GECC in performance of any
other covenant in respect of the debt securities of such series contained
in such indenture;

. a default, as defined, with respect to any other series of debt securities
outstanding under the relevant Indenture or as defined in any other
indenture or instrument evidencing or under which GECC has outstanding any
indebtedness for borrowed money, as a result of which such other series or
such other indebtedness of GECC shall have been accelerated and such
acceleration shall not have been annulled within 10 days after written
notice thereof (provided, that the resulting Event of Default with respect
to such series of debt securities may be remedied, cured or waived by the
remedying, curing or waiving of such other default under such other series
or such other indebtedness); or

. certain events involving bankruptcy, insolvency or reorganization.
(Section 6.01).

Each indenture requires us to deliver to the Trustee annually a written
statement as to the presence or absence of certain defaults under the terms
thereof. (Section 4.06). An Event of Default under one series of debt
securities does not necessarily constitute an Event of Default under any other
series of debt securities. Each Indenture provides that the Trustee may
withhold notice to the holders of any series of debt securities issued

thereunder of any default if the Trustee considers it in the interest of such
Noteholders to do so provided the Trustee may not withhold notice of default in
the payment of principal, premium, if any, or interest, if any, on any of the
debt securities of such series or in the making of any sinking fund installment
or analogous obligation with respect to such series. (Section 6.08).

Each indenture provides that if an Event of Default occurs and is continuing
with respect to any series of debt securities, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the outstanding
debt securities of such series may declare the principal, or in the case of
discounted debt securities, a portion of the principal amount, of all such debt
securities to be due and payable immediately. Under certain conditions such
declaration may be annulled by the holders of a majority in principal amount of
such debt securities then outstanding. The holders of a majority in principal
amount of such debt securities then outstanding may also waive on behalf of all
holders past defaults with respect to a particular series of debt securities
except, unless previously cured, a default in payment of principal, premium, if
any, or interest, if any, on any of the debt securities of such series, or the
payment of any sinking fund instalment or analogous obligation on the debt
securities of such series (Sections 6.01 and 6.07).

Other than the duties of a trustee during a default, the Trustee is not
obligated to exercise any of its rights or powers under the indenture at the
request, order or direction of any holders of debt securities of any series
issued thereunder unless such holders shall have offered to the Trustee
reasonable indemnity. (Sections 7.01 and 7.02). Subject to such indemnification
provision, each indenture provides that the holders of a majority in principal
amount of the debt securities of any series issued thereunder at the time
outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee thereunder,
or exercising any trust or power conferred on such Trustee with respect to the
debt securities of such series. However, the Trustee may decline to act if it
has not been offered reasonable indemnity or if it determines that the
proceedings so directed would be illegal or involve it in any personal
liability. (Section 6.07).

Concerning the Trustee

JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
successor to The Bank of New York, acts as Trustee under (i) an Amended and
Restated Indenture with us dated as of February 27, 1997, as supplemented by a
Supplemental Indenture with us dated as of May 3, 1999 and a Second
Supplemental Indenture with us dated as of July 2, 2001, (ii) an Amended and
Restated Indenture with us dated as of February 28, 1997, as supplemented by a
First Supplemental Indenture with us dated as of July 2, 2001, (iii) an
indenture with us dated as of June 3, 1994, as amended and supplemented, and
(iv) an indenture with us dated as of October 1, 1991, as amended and
supplemented. JPMorgan Chase Bank also acts as Trustee under certain other
indentures with us. A number of our series of senior, unsecured notes are
presently outstanding under each of such indentures. Debt securities may be
issued under either of the indentures referred to in clauses (i) and (ii) above.

GECC, GE Company and other affiliates of GE Company maintain various
commercial and investment banking relationships with JPMorgan Chase Bank and
its affiliates in their ordinary course of business.

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase debt securities either alone or together
with debt securities. In addition to this summary, you should refer to the
detailed provisions of the specific warrant agreement for complete terms of the
warrants and the warrant agreement. Each warrant agreement will be between GECC
and a banking institution organized under the laws of the United States or a
state. A form of warrant agreement was filed as an exhibit to the Registration
Statement.

The warrants will be evidenced by warrant certificates. Unless otherwise
specified in the prospectus supplement, the warrant certificates may be traded
separately from the debt securities, if any, with which the warrant
certificates were issued. Warrant certificates may be exchanged for new warrant
certificates of different denominations at the office of an agent that we will
appoint. Until a warrant is exercised, the holder of a warrant does not have
any of the rights of a debtholder and is not entitled to any payments on, any
debt securities issuable upon exercise of the warrants.

We may issue warrants in one or more series. The prospectus supplement
accompanying this prospectus relating to the particular series of warrants,
will contain terms of the warrants, including:

. the title and the aggregate number of warrants;

. the debt securities for which each warrant is exercisable;

. the date or dates on which such warrants will expire;

. the price or prices at which such warrants are exercisable;

. the currency or currencies in which such warrants are exercisable;

. the periods during which and places at which such warrants are exercisable;

. the terms of any mandatory or optional call provisions;

. the price or prices, if any, at which the warrants may be redeemed at the
option of the holder or will be redeemed upon expiration;

. the identity of the warrant agent; and

. the exchanges, if any, on which such warrants may be listed.

Exercise of Warrants

You may exercise warrants by payment to our warrant agent of the exercise
price, in each case in such currency or currencies as are specified in the
warrant, and giving your identity and the number of warrants to be exercised.
Once you pay our warrant agent and deliver the properly completed and executed
warrant certificate to our warrant agent at the specified office, our warrant
agent will, as soon as practicable, forward notes to you in authorized
denominations. If you exercise less than all of the warrants evidenced by your
warrant certificate, you will be issued a new warrant certificate for the
remaining amount of warrants.

DESCRIPTION OF THE PREFERRED STOCK

General

Our Board of Directors has authorized the issuance of preferred stock. The
terms of the preferred stock will be stated and expressed in a resolution or
resolutions to be adopted by our Board of Directors (or any duly authorized
committee of the Board of Directors) consistent with our restated certificate
of incorporation. The preferred stock, when issued and sold, will be fully paid
and non-assessable and will have no pre-emptive rights.

As of the date of this prospectus, our capital stock as authorized by our
sole common stockholder consists of:

. 3,866,000 shares of Common Stock, par value of $.01 per share,

. 33,000 shares of Variable Cumulative Preferred Stock, par value $100 per
share, and

. 750,000 shares of Preferred Stock, par value $.01 per share.

In order to distinguish between our two classes of preferred stock, we will
refer to the first class of our preferred stock as "Variable Cumulative
Preferred Stock" and to the second class as our "second class of preferred
stock". When we refer to both classes we use the phrase "preferred stock".
3,837,825 shares of Common Stock and 26,000 shares of Variable Cumulative
Preferred Stock are presently outstanding. There are no shares of our second
class of preferred stock currently outstanding. Each Series of Variable
Cumulative Preferred Stock ranks equally with each other Series of Variable
Cumulative Preferred Stock as to dividend and liquidation preference.

We will describe the particular terms of any series of preferred stock being
offered by use of this prospectus in the prospectus supplement relating to that
series of preferred stock. Those terms may include:

. the designation, number of shares and stated value per share;

. the amount of liquidation preference;

. the initial public offering price at which shares of such series of
preferred stock will be sold;

. the dividend rate or rates (or method of determining the dividend rate);

. the dates on which dividends shall be payable, the date from which
dividends shall accrue and the record dates for determining the holders
entitled to such dividends;

. any redemption or sinking fund provisions;

. any voting rights;

. any conversion or exchange provisions;

. any provisions to issue the shares of such series as depositary shares
evidenced by depositary receipts; and

. any additional dividend, redemption, liquidation or other preferences or
rights and qualifications, limitations or restrictions thereof.

If the terms of any series of preferred stock being offered differ from the
terms set forth below, we will also disclose those terms in the prospectus
supplement relating to that series of preferred stock. In addition to this
summary, you should refer to our restated certificate of incorporation for the
complete terms of preferred stock being offered.

We will specify the transfer agent, registrar, dividend disbursing agent and
redemption agent for each series of preferred stock in the prospectus
supplement relating to that series.

Dividend Rights

If you purchase preferred stock being offered by this prospectus, you will
be entitled to receive, when, and as declared by our board of directors, cash
or other dividends at the rates, or as determined by the method described in,
and on the dates set forth in, the prospectus supplement. Dividend rates may be
fixed or variable or both. Different series of preferred stock may be entitled
to dividends at different dividend rates or based upon different methods of
determination. We will pay each dividend to the holders of record as they
appear on our stock books on record dates determined by the board of directors.
Dividends on any series of the preferred stock may be cumulative or
noncumulative, as specified in the prospectus supplement. If the board of
directors fails to declare a dividend on any series of preferred stock for
which dividends are noncumulative, then your right to receive that dividend
will be lost, and we will have no obligation to pay the dividend for that
dividend period, whether or not we declare dividends for any future dividend
period. Dividends on the shares of preferred stock will accrue from the date on
which we initially issue such series of preferred stock or as otherwise set
forth in the prospectus supplement relating to such series. The prospectus
supplement relating to a series of preferred stock will describe any
adjustments to be made, if any, to the dividend rate in the event of certain
amendments to the Internal Revenue Code of 1986, as amended, with respect to
the dividends-received deduction.

In particular, the dividend payment dates on the Variable Cumulative
Preferred Stock will be the last day of each dividend period, regardless of its
length, and, in the case of dividend periods of more than 99 days, on the
following additional dates:

. if such Dividend Period is from 100 to 190 days, on the 91st day;

. if such Dividend Period is from 191 to 281 days, on the 91st and 182nd
days;

. if such Dividend Period is from 282 to 364 days, on the 91st, 182nd and
273rd days; and

. if such Dividend Period is from two to 30 years, on January 15, April 15,
July 15 and October 15 of each year.

In the event a dividend payment date falls on a day that is not a business
day, then the dividend payment date shall be the business day next succeeding
such date. After the initial dividend period, each subsequent dividend period
will begin on a dividend payment date and will end 49 days later. However, we
may elect subsequent dividend periods that are longer than 49 days. We will
notify you of any such election and follow the procedures that will be set
forth in a prospectus supplement for the series of Variable Cumulative
Preferred Stock. After the initial dividend period, the dividend rates on the
Variable Cumulative Preferred Stock will be determined pursuant to an auction
method, subject to any maximum or minimum interest rate, which will be
described in the prospectus supplement relating to such series of Variable
Cumulative Preferred Stock.

The dividend payment dates and the dividend periods with respect to our
second class of preferred stock will be described in the prospectus supplement
relating to such series of our second class of preferred stock.

We may not declare any dividends on any shares of common stock, or make any
payment on account of, or set apart money for, a sinking or other analogous
fund for the purchase, redemption or other retirement of any shares of common
stock or make any distribution in respect thereof, whether in cash or property
or in obligations or our stock, other than common stock unless

. full cumulative dividends shall have been paid or declared and set apart
for payment on all outstanding shares of preferred stock and other classes
and series of our preferred stock and

. we are not in default or in arrears with respect to any sinking or other
analogous fund or other agreement for the purchase, redemption or other
retirement of any shares of our preferred stock.

In the event we have outstanding shares of more than one series of our
preferred stock ranking equally as to dividends and dividends on one or more of
such series of preferred stock are in arrears, we are required to make dividend
payments ratably on all outstanding shares of such preferred stock in
proportion to the respective

amounts of dividends in arrears on all such preferred stock to the date of such
dividend payment. You will not be entitled to any dividend, whether payable in
cash, property or stock, in excess of full cumulative dividends on shares of
the preferred stock you own. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments which may be in
arrears.

Liquidation Rights

In the event of our liquidation, either voluntary or involuntary,
dissolution or winding-up, we will be required to pay the liquidation
preference specified in the prospectus supplement relating to those shares of
preferred stock, plus accrued and unpaid dividends, before we make any payments
to holders of our common stock or any other class of our stock ranking junior
to that preferred stock. If we do not have sufficient assets to pay the
liquidation preference, plus accrued and unpaid dividends, on all classes of
preferred stock that rank equally upon liquidation, we will pay holders of the
preferred stock proportionately based on the full amount to which they are
entitled. Other than their claims to the liquidation preference and accrued and
unpaid dividends, holders of preferred stock will have no claim to any of our
other remaining assets. Neither the sale of all or substantially all our
property or business nor a merger or consolidation by us with any other
corporation will be considered a dissolution, liquidation or winding-up of our
business or affairs, if that transaction does not impair the voting power,
preferences or special rights of the holders of shares of preferred stock.

Voting Rights

Holders of our common stock are entitled to one vote per share on all
matters which arise at any meeting of shareholders. Holders of preferred stock
being offered by this prospectus will not be entitled to vote, except as set
forth below, in a prospectus supplement or as otherwise required by law.

The holders of Variable Cumulative Preferred Stock are not entitled to vote
except as required by law or as set forth in a prospectus supplement. However,
we may not alter any of the preferences, privileges, voting powers or other
restrictions or qualifications of a series of Variable Cumulative Preferred
Stock in a manner substantially prejudicial to the holders thereof without the
consent of the holders of at least 66 2/3% of the total number of shares of
such series.

With respect to our second class of preferred stock, in the event that six
quarterly dividends (whether or not consecutive) payable on any series of our
second class of preferred stock shall be in arrears, the holders of each series
of our second class of preferred stock, voting separately as a class with all
other holders of preferred stock with equal voting rights, shall be entitled at
our next annual meeting of stockholders (and at each subsequent annual meeting
of stockholders), to vote for the election of two of our directors, with the
remaining directors to be elected by the holders of shares of any other class
or classes or series of stock entitled to vote therefor. Until the arrears in
payments of all dividends which permitted the election of such directors shall
cease to exist, any director who has been so elected may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the preferred stock at the time entitled to cast a majority of the votes
entitled to be cast for the election of any such director at a special meeting
of such holders called for that purpose, and any vacancy thereby created may be
filled by the vote of such holders. The holders of shares of our second class
of preferred stock shall no longer be entitled to vote for directors once the
past due dividends have all been paid unless dividends later become in arrears
again. Once the past due dividends have all been paid, then the directors
elected by the preferred stockholders will no longer be directors.

We may not take certain actions without the consent of at least 66 2/3% of
the shares of our second class of preferred stock, voting together as a single
class without regard to series. We need such 66 2/3% consent to:

. create any class or series of stock with preference as to dividends or
distributions of assets over any outstanding series of our second class of
preferred stock (other than a series which has no right to object to such
creation) or

. alter or change the provisions of our restated certificate of
incorporation so as to adversely affect the voting power, preferences or
special rights of the holders of shares of our second class of preferred
stock; provided, however, that if such creation or such alteration or
change would adversely affect the voting power, preferences or special
rights of one or more, but not all, series of our second class of
preferred stock at the time outstanding, consent of the holders of shares
entitled to cast at least 2/3rds of the votes entitled to be cast by the
holders of all of the shares of all such series so affected, voting as a
class, shall be required in lieu of the consent of all holders of 2/3rds
of our second class of preferred stock at the time outstanding.

The prospectus supplement relating to a series of preferred stock will
further describe the voting rights, if any, including the number of or
proportional votes per share.

Redemption

The applicable prospectus supplement will indicate whether the series of
preferred stock being offered is subject to redemption, in whole or in part,
whether at our option or mandatorily or otherwise and whether or not pursuant
to a sinking fund. The redemption provisions that may apply to a series of
preferred stock being offered, including the redemption dates and the
redemption prices for that series will be set forth in the prospectus
supplement.

If we fail to pay dividends on any series of preferred stock we may not
redeem that series in part and we may not purchase or otherwise acquire any
shares of such series other than by a purchase or exchange offer made on the
same terms to holders of all outstanding shares of such series.

We may redeem the shares of any series of Variable Cumulative Preferred
Stock out of legally available funds therefore, as a whole or from time to time
in part:

. on the last day of any dividend period at a redemption price of $100,000
per share, plus accumulated and unpaid dividends to the date fixed for
redemption and

. in the case of shares of Variable Cumulative Preferred Stock with a
dividend period equal to or more than two years, on any dividend payment
date for such shares at redemption prices (but not less than $100,000 per
share) determined by us prior to the commencement of such dividend period
plus accumulated and unpaid dividends to the date set forth for redemption.

Conversion Rights

No series of preferred stock will be convertible into our common stock.

DESCRIPTION OF SUPPORT OBLIGATIONS AND INTERESTS THEREIN

General

Support obligations may include guarantees, letters of credit and promissory
notes or loan obligations that are issued in connection with, and as a means of
credit support for, any part of a fixed or contingent payment obligation of
underlying securities issued by third parties. The issuers of the underlying
securities may or may not be affiliated with us. A holder of an underlying
security will also hold uncertificated interests in the related support
obligation, representing the credit enhancement of the holder's underlying
security afforded by the related support obligation.

Support obligations that are issued in the form of promissory notes or loan
obligations, and the related interests, are to be issued under an indenture,
dated as of June 3, 1994, as supplemented, between us and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as successor trustee. To the
extent that the following disclosure summarizes certain provisions of the
indenture, such summaries do not purport to be complete, and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
indenture, a form of which is filed as an exhibit to the registration statement
of which this prospectus is a part.

The terms and conditions of any support obligations and related interests
will be determined by the terms and conditions of the related underlying
securities, and may vary from the general descriptions set forth below. A
complete description of the terms and conditions of any support obligations and
related interests issued pursuant to this prospectus will be set forth in the
accompanying prospectus supplement.

Any support obligations and related interests will be unsecured and will
rank equally and ratably with all of our other unsecured and unsubordinated
indebtedness. The terms of a particular support obligation may provide that a
different support obligation may be substituted therefor, upon terms and
conditions described in the applicable prospectus supplement, provided that
such substitution is carried out in conformity with the Securities Act of 1933
and the rules and regulations thereunder. Unless otherwise specified in the
accompanying prospectus supplement, each support obligation will be governed by
the law of the State of New York. Neither the indenture (with respect to
promissory notes and loan obligations) nor any other document or instrument
(with respect to other forms of support obligations) will limit the amount of
support obligations or interests that may be issued thereunder. Neither the
indenture (with respect to promissory notes and loan obligations) nor any other
document or instrument (with respect to other forms of support obligations)
will contain any provisions that limit our ability to incur indebtedness or
that afford holders of support obligations or interests protection in the event
GE Company, as our ultimate stockholder, causes us to engage in a highly
leveraged transaction, reorganization, restructuring, merger or similar
transaction.

Guarantees

Any guarantees that we issue from time to time for the benefit of holders of
specified underlying securities will include the following terms and
conditions, plus any additional terms specified in the accompanying prospectus
supplement.

A guarantee will provide that we unconditionally guarantee the due and
punctual payment of the principal, interest (if any), premium (if any) and all
other amounts due under the applicable underlying securities when the same
shall become due and payable, whether at maturity, pursuant to mandatory or
optional prepayments, by acceleration or otherwise, in each case after any
applicable grace periods or notice requirements, according to the terms of the
applicable underlying securities. Any guarantee shall be unconditional
irrespective of the validity or enforceability of the applicable underlying
security, any change or amendment thereto or any other circumstances that may
otherwise constitute a legal or equitable discharge or defense of a guarantor.
However, we will not waive presentment or demand of payment or notice with
respect to the applicable underlying security unless otherwise provided in the
accompanying prospectus supplement.

We shall be subrogated to all rights of the issuer of the applicable
underlying securities in respect of any amounts paid by us pursuant to the
provisions of a guarantee. The guarantee shall continue to be effective or
reinstated, as the case may be, if at any time any payment made by the issuer
of the applicable underlying security is rescinded or must otherwise be
returned upon the insolvency, bankruptcy or reorganization of GECC, the issuer
of the applicable underlying security or otherwise.

Letters of Credit

Any direct-pay letters of credit we issue from time to time relating to
specified underlying securities shall include the following terms and
conditions, plus any additional terms specified in the accompanying prospectus
supplement.

Any letter of credit will be our direct-pay obligation issued for the
account of the holders of the applicable underlying securities or, in certain
cases, an agent acting on behalf of the issuer of the applicable underlying
securities or a trustee acting on behalf of the holders. The letter of credit
will be issued in an amount that corresponds to principal and, if applicable,
interest and other payments payable with respect to the applicable underlying
securities. Drawings under the letter of credit will reduce the amount
available under the letter of credit, but drawings of a recurring nature (such
as interest) will automatically be reinstated following the date of such
payment provided that the letter of credit has not otherwise expired.

The letter of credit will expire at a date and time specified in the
accompanying prospectus supplement, and will also expire upon the earlier
occurrence of certain events, as described in the accompanying prospectus
supplement.

Promissory Notes or Loan Obligations

We may incur indebtedness from time to time to the issuer of underlying
securities, such indebtedness to be evidenced by promissory notes, loan
agreements or other evidences of indebtedness. The purpose of issuing any such
promissory note, loan agreement or other indebtedness will be to enable us,
directly or indirectly, to provide credit support to the applicable underlying
securities by means of our repayment obligation as evidenced by the promissory
note, loan agreement or other indebtedness. The promissory notes, loan
agreements or other indebtedness will provide that only the issuer of the
underlying securities to which such promissory notes, loan agreements or other
indebtedness relate or the issuer's assignee will be entitled to enforce such
promissory notes, loan agreements or other indebtedness against us. Holders of
the relevant underlying securities will not have any third party beneficiary or
other rights under, or be entitled to enforce, the relevant promissory notes,
loan agreements or other indebtedness. The terms and provisions of any such
note, loan agreement or other indebtedness, including principal amount,
provisions or interest and premium, if applicable, maturity, prepayment
provisions, if any, and identity of obligee, will be described in the
applicable prospectus supplement.

Modification of the Indenture

The following provisions will apply to any promissory notes or loan
obligations issued pursuant to the indenture.

In general, our rights and obligations and the rights of the holders under
the indenture may be modified if the holders of not less than 66 2/3% in
aggregate principal amount of the outstanding support obligations of each
series affected by the modification consent to it. However, Section 10.2 of the
indenture provides that, unless each affected holder agrees, we cannot

. change the character of any support obligation from being payable other
than as provided in any related support obligation agreement;

. reduce the principal amount of a support obligation;

. change the currency in which we have to make payment on a support
obligation to a currency other than United States dollars; or

. reduce the percentage of the aggregate principal amount of support
obligations needed to make any amendment to the indenture.

However, if we and the Trustee agree, we can amend the indenture without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.

Event of Default

The following provisions will apply to any promissory notes or loan
obligations issued pursuant to the indenture.

Any event of default with respect to any series of support obligations
issued pursuant to the indenture is defined in the indenture as being (a) a
default in any payment of principal or premium, if any, or interest on any
support obligation of such series in accordance with the terms of the related
credit support agreement; or (b) any other event of default as defined in the
related credit support agreement to the extent specifically identified pursuant
to Section 2.2 of the indenture. (Section 6.1). The indenture requires us to
deliver to the Trustee annually a written statement as to the presence or
absence of certain defaults under the terms thereof. (Section 4.4). No event of
default with respect to a particular series of support obligations under the
indenture necessarily constitutes an event of default with respect to any other
series of support obligations issued thereunder or other series of support
obligations not entitled to the benefits of the indenture.

The indenture provides that during the continuance of an event of default
with respect to any series of support obligations issued pursuant to the
indenture, either the Trustee or the holders of 25% in aggregate principal
amount of the outstanding support obligations of such series and the interests
of such series (voting together as a single class) may declare the principal of
all such support obligations to be due and payable immediately, but under
certain conditions such declaration may be annulled by the holders of a
majority in principal amount of such support obligations then outstanding. The
indenture provides that past defaults with respect to a particular series of
support obligations issued under the indenture (except, unless theretofore
cured, a default in payment of principal of, or interest on any of the support
obligations of such series) may be waived on behalf of the holders of all
support obligations of such series by the holders of a majority in principal
amount of such support obligations then outstanding. (Sections 6.1 and 6.7).

Subject to the provisions of the indenture relating to the duties of the
Trustee in case an event of default with respect to any series of support
obligations issued pursuant to the indenture shall occur and be continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers
under the indenture at the request, order or direction of any holders of
support obligations of any series issued thereunder unless such holders shall
have offered to the Trustee reasonable indemnity. (Section 6.4). Subject to
such indemnification provision, the indenture provides that the holders of a
majority in principal amount of the support obligations of any series issued
pursuant to the indenture and the interests of such series (voting together as
a single class) thereunder at the time outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the support obligations of such series, provided that
the Trustee may decline to follow any such direction if it has not been offered
reasonable indemnity therefor or if it determines that the proceedings so
directed would be illegal or involve it in any personal liability. (Section
6.7).

Concerning the Trustee

JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
successor to Mercantile-Safe Deposit and Trust Company, acts as Trustee under
an Indenture with us dated as of June 3, 1994, as supplemented by a First
Supplemental Indenture with us dated as of February 1, 1997 and a Second
Supplemental Indenture with us dated as of July 2, 2001. JPMorgan Chase Bank
also acts as Trustee under several other indentures with us, pursuant to which
a number of series of senior, unsecured notes of ours are presently outstanding.

GECC, GE Company and other affiliates of GE Company maintain various
commercial and investment banking relationships with JPMorgan Chase Bank and
its affiliates in their ordinary course of business.

LEGAL OPINIONS

Unless otherwise specified in the prospectus supplement accompanying this
prospectus, Alan M. Green, Associate General Counsel--Treasury Operations and
Assistant Secretary of GECC will provide an opinion for us regarding the
validity of the securities and Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York 10017 will provide an opinion for the underwriters, agents or
dealers. Mr. Green beneficially owns or has rights to acquire an aggregate of
less than 0.01% of GE Company's common stock.

EXPERTS

The audited financial statements incorporated in this prospectus by
reference to GECC's Annual Report on Form 10-K for the year ended December 31,
2001 have been incorporated by reference herein in reliance upon the report of
KPMG LLP, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:

Filing fee for Registration Statement................................... $4,600,000
Accounting fees and expenses............................................ 53,000*
NASD Rule 2720 filing and counsel fees.................................. 40,000*
Trustees' and Warrant Agents' fees and expenses (including counsel fees) 15,000*
Blue Sky filing and counsel fees........................................ 5,000*
Printing and engraving fees............................................. 150,000*
Rating Agency fees...................................................... 550,000*
Miscellaneous........................................................... 1,500*

----------
Total............................................................ $5,414,500*

==========

--------
* Estimated, and subject to future contingencies.

Item 15. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware provides
that in certain circumstances a corporation may indemnify any person against
the expenses, (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by them in connection with any
action, suit or proceeding by reason of being or having been directors,
officers, employees or agents of the corporation or serving or having served at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture or other enterprise, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to criminal proceedings had no reasonable cause to believe such conduct
was unlawful, except that if such action, suit or proceeding shall be in the
right of the corporation and no such indemnification shall be provided as to
any claim, issue or matter as to which such person shall have been judged to
have been liable to the corporation, unless and to the extent that the Court of
Chancery of the State of Delaware or any other court in which the suit was
brought shall determine upon application that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity. A
corporation shall be required to indemnify against expenses (including
attorney's fees), actually and reasonably incurred, any director or officer who
successfully defends any such actions. The foregoing statements are subject to
the detailed provisions of Section 145 of the General Corporation Law of the
State of Delaware.

The By-Laws of GECC provide that each person who at any time is or shall
have been a director, officer, employee or agent of GECC, or is or shall have
been serving at the request of GECC as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
and his heirs, executors and administrators, shall be indemnified by GECC for
expenses (including attorney's fees) reasonably incurred by such persons in
accordance with and to the full extent permitted by the General Corporation Law
of the State of Delaware. The By-Laws of GECC also permit the indemnification
of any other person not an officer or director of GECC that the General
Corporation Law of the State of Delaware allows to be indemnified.

GECC intends to enter into one or more underwriting agreements which will
include provisions regarding the indemnification of GECC and its officers and
directors by one or more underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.

The directors of GECC are insured under officers and directors liability
insurance policies purchased by GE Company. The directors, officers and
employees of GECC are also insured against fiduciary liabilities under the
Employee Retirement Income Security Act of 1974.

II-1

Item 16. Exhibits.

Exhibit
Number Incorporated by Reference to Filings Indicated Description
------- ---------------------------------------------- -----------

1(a) -- Exhibit 1(a) to GECC's Registration Statement on Form of Underwriting Agreement for Debt
Form S-3 (No. 333-66560). Securities.
(b) -- Exhibit 1(b) to GECC's Post-Effective Amended and Restated U.S. Distribution
Amendment No. 1 to Registration Statement on Agreement dated as of May 3, 1999 among
Form S-3 (No. 333-76479). GECC and the Dealers party thereto.
(c) -- Exhibit 1(c) to GECC's Registration Statement on Form of Underwriting Agreement Preferred
Form S-3 (No. 333-66560). Stock.
(d) -- Exhibit 1(d) to GECC's Registration Statement on Form of Underwriting Agreement Variable
Form S-3 (No. 333-59707). Cumulative Preferred Stock.
4(a) -- Exhibit 4(a) to GECC's Registration Statement on Amended and Restated General Electric Capital
Form S-3 (No. 333-59707). Corporation Standard Global Multiple Series
Indenture Provisions dated as of February 27,
1997.
(b) -- Exhibit 4(b) to GECC's Registration Statement on Amended and Restated General Electric Capital
Form S-3 (No. 333-59707). Corporation Standard Multiple-Series Indenture
Provisions dated as of February 28, 1997.
(c) -- Exhibit 4(c) to GECC's Registration Statement on Third Amended and Restated Indenture dated
Form S-3 (No. 333-59707). as of February 27, 1997 between GECC and
JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as successor trustee.
(d) -- Exhibit 4(dd) to GECC's Post-Effective First Supplemental Indenture dated as of May
Amendment No. 1 to Registration Statement on 3, 1999, supplemental to Third Amended and
Form S-3 (No. 333-76479). Restated Indenture dated as of February 27,
1997.
(e) -- Exhibit 4 (f) to GECC's Post-Effective Second Supplemental Indenture dated as of
Amendment No.1 to Registration Statement on July 2, 2001, supplemental to Third Amended
Form S-3 (No. 333-40880). and Restated Indenture dated as of February 27,
1997.
(f) -- Exhibit 4(d) to GECC's Registration Statement on Third Amended and Restated Indenture dated
Form S-3 (No. 333-59707). as of February 28, 1997 between the Company
and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as successor
trustee.
(g) -- Exhibit 4(g) to GECC's Post-Effective First Supplemental Indenture dated as of July 2,
Amendment No. 1 to Registration Statement on 2001, supplemental to Third Amended and
Form S-3 (No. 333-40880). Restated Indenture dated as of February 28,
1997.
(h) -- Exhibit 4 to GECC's Post-Effective Indenture dated as of June 3, 1994 between
Amendment No. 1 to Registration Statement on GECC and JPMorgan Chase Bank (formerly
Form S-3 (No. 33-51793). known as The Chase Manhattan Bank), as
successor trustee.
(i) -- Exhibit 4(b) to GECC's Registration Statement on First Supplemental Indenture dated as of
Form S-3 (No. 33-22265). February 1, 1997, supplemental to the
Indenture dated as of June 3, 1994 between
GECC and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as
successor trustee.
(j) -- Exhibit 4(d) to GECC's Post-Effective Second Supplemental Indenture dated as of
Amendment No. 1 to Registration Statement on July 2, 2001, supplemental to the Indenture
Form S-3 (No. 333-22265). dated as of June 3, 1994.

II-2

Exhibit
Number Incorporated by Reference to Filings Indicated Description
------ ---------------------------------------------- -----------

(k) -- Exhibit 4(ee) to GECC's Post Effective Second Amended and Restated Fiscal and
Amendment No. 1 to Registration Statement on Paying Agency Agreement among GECC,
Form S-3 (No. 333-76479). GE Capital Australia, GE Capital Australia
Funding Pty Ltd, GE Capital Finance Australia,
General Electric Capital Canada, Inc., GE
Capital Canada Funding Company, GE Card
Services Canada Inc. (formerly known as GE
Capital Retailer Financial Services Company)
and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank) dated as of
March 31, 1999.
(l) -- Exhibit 4(k) to GECC's Registration Statement on Form of Warrant Agreement.
Form S-3 (No. 333-18118).
(m) -- Exhibit 4(f) to GECC's Post-Registration Form of Global Medium-Term Note, Series A,
Statement on Form S-3 (No. 333-76479). Fixed Rate Registered Note.
(n) -- Exhibit 4(g) to GECC's Post-Effective Form of Global Medium-Term Note, Series A,
Amendment No. 1 to Registration Statement on Floating Rate Registered Note.
Form S-3 (No. 333-76479).
(o) -- Exhibit 4(w) to GECC's Registration Statement Form of Global Medium-Term Note,
on Form S-3 (No. 33-50909). Series B/C, Fixed Rate Temporary Global
Bearer Note.
(p) -- Exhibit 4(x) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Floating Rate Temporary Global
Bearer Note.
(q) -- Exhibit 4(y) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Fixed Rate Bearer/Registered Note.
(r) -- Exhibit 4(z) to GECC's Registration Statement on Form of Global Medium-Term Note,
Form S-3 (No. 33-50909). Series B/C, Floating Rate Bearer/Registered
Note.
(s) -- Exhibit 4(aa) to GECC's Registration Statement Form of Global Medium-Term Note,
on Form S-3 (No. 33-50909). Series B/C, Fixed Rate Permanent Global
Bearer Note.
(t) -- Exhibit 4(bb) to GECC's Registration Statement Form of Global Medium-Term Note,
on Form S-3 (No. 33-50909). Series B/C, Floating Rate Bearer Note.
(u) -- Exhibit 4(u) to GECC's Registration Statement on Form of Euro Temporary Global Fixed Rate
Form S-3 (No. 333-66560). Bearer Note.
(v) -- Exhibit 4(v) to GECC's Registration Statement on Form of Euro Permanent Global Fixed Rate
Form S-3 (No. 333-66560). Bearer Note.
(w) -- Exhibit 4(w) to GECC's Registration Statement Form of Euro Definitive Global Fixed Rate
on Form S-3 (No. 333-66560). Bearer Note.
(x) -- Exhibit 4(x) to GECC's Registration Statement on Form of Euro Temporary Global Floating Rate
Form S-3 (No. 333-66560). Bearer Note.
(y) -- Exhibit 4(y) to GECC's Registration Statement on Form of Euro Permanent Global Floating Rate
Form S-3 (No. 333-66560). Bearer Note.
(z) -- Exhibit 4(z) to GECC's Registration Statement on Form of Euro Definitive Floating Rate Bearer
Form S-3 (No. 333-66560). Note.
(aa) -- Exhibit 3(i) to GECC's Annual Report on Form Certificate of Merger and Restated Certificate
10-K for the fiscal year ended December 31, 2001 of Incorporation filed with the Secretary of
(File No. 1-6461). State of the State of Delaware on July 2, 2001.
5 Opinion and consent of Alan M. Green,
Associate General Counsel-Treasury Operations
and Assistant Secretary of GECC.*

II-3

Exhibit
Number Incorporated by Reference to Filings Indicated Description
------ ---------------------------------------------- -----------

12 -- Exhibit 12 to GECC's Annual Report on Form Computation of ratio of earnings to fixed
10-K for the year ended December 31, 2001 charges and preferred stock dividends.
(File No. 1-6461).
23(a) Consent of KPMG LLP.*
23(b) Consent of Alan M. Green is included in his
opinion referred to in Exhibit 5 above.
24 Power of Attorney.*
25 T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of JPMorgan Chase
Bank (formerly known as The Chase
Manhattan Bank), in respect of the Amended
and Restated Indentures previously filed as
Exhibits 4(c) and (d) to GECC's Registration
Statement on Form S-3 (No. 333-59707) and
the Indenture previously filed as Exhibit 4 to
GECC's Registration Statement on Form S-3
(No. 333-51793).*
99(a). -- Exhibit 28(a) to GECC's Registration Statement Trust Company Agreement.
on Form S-3 (No. 33-24667).
99(b). -- Exhibit 28(b) to GECC's Registration Statement Amendment to Trust Company Agreement.
on Form S-3 (No. 33-37156).
99(c). -- Exhibit 28(c) to GECC's Registration Statement Amendment No. 2 to Trust Company
on Form S-3 (No. 33-37156). Agreement.
99(d). -- Exhibit 99(d) to GECC's Registration Statement Form of Amendment No. 3 to Trust Company
on Form S-3 (No. 33-58771). Agreement.
99(e). -- Exhibit 28(d) to GECC's Registration Statement Form of Broker-Dealer Agreement.
on Form S-3 (No. 33-37156).
99(f). -- Exhibit 28(e) to GECC's Registration Statement Form of Letter to the Depository Trust
on Form S-3 (No. 33-37156). Company.
99(g). -- Exhibit 99(g) to GECC's Post Effective Letter of Vice Chairman of General Electric
Amendment No. 1 to GECC's Registration Company to General Electric Capital
Statement Form S-3 (No. 333-59707). Corporation, dated February 4, 1999 with
respect to replacing redeemed variable
cumulative preferred stock with another form
of equity in certain circumstances.

--------

* Filed previously

Item 17. Undertakings.

The undersigned registrant hereby undertakes: (1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; (2) That, for the
purpose of determining any

II-4

liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; (3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering; (4) That,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
General Electric Capital Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing this Amendment No.
1 to Form S-3 and has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 8th day of
April, 2002.

GENERAL ELECTRIC CAPITAL CORPORATION

/S/ KATHRYN A. CASSIDY
By ________________________________
Kathryn A. Cassidy
(Senior Vice President--Corporate
Treasury and Global Funding
Operation)

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Signature Title Date
--------- ----- ----

* DENIS J. NAYDEN Chairman, Chief Executive Officer )
----------------------- and Director )
(Denis J. Nayden) )
)
* JAMES A. PARKE Vice Chairman, Chief Financial )
----------------------- Officer and Director (Principal )
(James A. Parke) Financial Officer) )
)
/S/ KATHRYN A. CASSIDY Senior Vice President--Corporate )
----------------------- Treasury and Global Funding )
(Kathryn A. Cassidy) Operation )
)
* NANCY E. BARTON Director )
----------------------- )
(Nancy E. Barton) )
)
* JAMES R. BUNT Director )
----------------------- } April 8, 2002
(James R. Bunt) )
)
* DAVID L. CALHOUN Director )
----------------------- )
(David L. Calhoun) )
)
* DENNIS D. DAMMERMAN Director )
----------------------- )
(Dennis D. Dammerman) )
)
----------------------- Director )
(Scott C. Donnelly) )
)
* MICHAEL D. FRAIZER Director )
----------------------- )
(Michael D. Fraizer) )
)
* ARTHUR H. HARPER Director )
----------------------- )
(Arthur H. Harper)

II-6

Signature Title Date
--------- ----- ----

--------------------------- Director )
(Benjamin W. Heineman, Jr.) )
)
)
)
* JEFFREY R. IMMELT Director )
--------------------------- )
(Jeffrey R. Immelt) )
)
--------------------------- Director )
(Robert Jeffe) )
)
--------------------------- Director )
(John H. Myers) )
)
--------------------------- Director )
(Michael A. Neal) )
)
--------------------------- Director )
(Ronald R. Pressman) )
)
* GARY M. REINER Director )
--------------------------- } April 8, 2002
(Gary M. Reiner) )
)
--------------------------- Director )
(Gary L. Rogers) )
)
--------------------------- Director )
(John M. Samuels) )
)
* KEITH S. SHERIN Director )
--------------------------- )
(Keith S. Sherin) )
)
* EDWARD D. STEWART Director )
--------------------------- )
(Edward D. Stewart) )
)
--------------------------- Director )
(Robert C. Wright) )
)
* JOAN C. AMBLE Vice President and Controller )
--------------------------- (Principal Accounting Officer) )
(Joan C. Amble) )
)
By: /S/ KATHRYN A. CASSIDY Attorney-in-fact )
----------------------- )
(Kathryn A. Cassidy ) )

II-7