PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4191

Dated May 17, 2005

Dated June 1, 2005

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated May 17, 2005

No. 333-123085

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date:

June 1, 2005

Settlement Date (Original Issue Date):

June 6, 2005

Maturity Date:

June 15, 2009

Principal Amount (in Specified Currency)

U.S.$1,250,000,000

Price to Public (Issue Price):

100.00%

Agent's Discount or Commission:

0.200%

Net Proceeds to Issuer (in Specified Currency):

U.S.$ 1,247,500,000

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 0.10%

Index Maturity:

Three Months

Spread Multiplier:

N/A

Maximum Interest Rate:

N/A

Minimum Interest Rate:

N/A

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each March 15, June 15, September 15 and December 15 of each year, commencing September 15, 2005 (with respect to the period from and including June 6, 2005 to but excluding September 15, 2005) and ending on the Maturity Date.

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date based on three month USD LIBOR plus 0.10%.

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. 4191

 

Rule 424(b)(3)-Registration Statement

 

No.333-123085

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.: 36962GR22

ISIN: US 36962GR224

Common Code: 022171020

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)

 

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Pricing Supplement No. 4191

 

Dated June 1, 2005

 

Rule 424(b)(3)-Registration Statement

 

No. 333-123085

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

Additional Information:

General.


At March 31, 2005, the Company had outstanding indebtedness totaling $350.741 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at March 31, 2005, excluding subordinated notes payable after one year was equal to $349.921 billion.

Consolidated Ratio of Earnings to Fixed Charges.

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:

 

 

Year Ended December 31,

 

Three Months Ended March 31, 2005

2000

2001

2002

2003

2004

 

(Restated)

(Restated)

(Restated)

(Restated)

 

1.52

1.73

1.66

1.86

1.89

1.74

 

 

 

 

 

 

 

 

 

 

 

(Floating Rate)

 

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Pricing Supplement No. 4191

 

Dated June 1, 2005

 

Rule 424(b)(3)-Registration Statement

 

No. 333-123085

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.

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 0.200% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Dresdner Kleinwort Wasserstein Securities LLC

$ 404,166,666

Lehman Brothers Inc.

404,166,668

Morgan Stanley & Co. Incorporated

404,166,666

 

 

Co-Managers:

 

Blaylock & Partners, L.P.

12,500,000

Loop Capital Markets, LLC

12,500,000

SBK-Brooks Investment Corp.

12,500,000

 

 

Total

$ 1,250,000,000

 

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