PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4035

Dated June 17, 2004

Dated June 18, 2004

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated June 18, 2004

No.s 333-100527 and 333-114095

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date:

June 17, 2004

Settlement Date (Original Issue Date):

June 22, 2004

Maturity Date:

June 22, 2009

Principal Amount (in Specified Currency)

U.S.$ 500,000,000

Price to Public (Issue Price):

100.00%

Agent's Discount or Commission:

0.250%

Net Proceeds to Issuer (in Specified Currency):

U.S.$ 498,750,000

Interest Rate:

Interest Calculation:

n Regular Floating Rate

 Inverse Floating Rate

 Other Floating Rate

 

Interest Rate Basis:

LIBOR

Index Currency:

U.S. Dollars

Spread (Plus or Minus)

Plus 0.14%

Index Maturity:

Three Months

Spread Multiplier:

N/A

Index Maturity:

Quarterly

Maximum Interest Rate:

N/A

Minimum Interest Rate:

N/A

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each March 22nd , June 22nd , September 22nd and December 22nd of each year, commencing September 22, 2004.

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date based on three month USD LIBOR plus 14 basis points.

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date.

Interest Determination Dates:

Quarterly, two London Business Days prior to each Interest Reset Date.

CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

 

 

(Floating Rate)

 

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Pricing Supplement No. 4035

 

Dated June 18, 2004

 

Rule 424(b)(3)-Registration Statement

 

No.s 333-100527 and 333-114095

Clearance and Settlement:

___

 

DTC Only.

     

X

 

DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement).

     

___

 

DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).

     

___

 

Euroclear and Clearstream, Luxembourg only.

CUSIP No.: 36962GJ62

ISIN: US36962GJ627

Common Code: 019524302

Repayment, Redemption and Acceleration

Optional Repayment Date(s): N/A

Initial Redemption Date: N/A

Initial Redemption Percentage: N/A

Annual Redemption Percentage Reduction: N/A

Modified Payment Upon Acceleration: N/A

Original Issue Discount:

Amount of OID: N/A

Yield to Maturity: N/A

Interest Accrual Date: N/A

Initial Accrual Period OID: N/A

Amortizing Notes:

Amortization Schedule: N/A

 

 

 

 

(Floating Rate)

 

Page 3

 

Pricing Supplement No. 4035

 

Dated June 18, 2004

 

Rule 424(b)(3)-Registration Statement

 

No.s 333-100527 and 333-114095

Dual Currency Notes:

Face Amount Currency: N/A

Optional Payment Currency: N/A

Designated Exchange Rate: N/A

Option Value Calculation Agent: N/A

Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A

Determination Agent: N/A

Listing:

___ Listed on the Luxembourg Exchange

_X_ Not listed on the Luxembourg Exchange

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.25% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Banc of America Securities LLC

$156,667,000

HSBC Securities (USA) Inc.

$156,667,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

$156,666,000

Co-Managers:

 

Blaylock & Partners, L.P.

$10,000,000

Loop Capital Markets, LLC

$10,000,000

The Williams Capital Group, L.P.

$10,000,000

Total

$500,000,000

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.