PROSPECTUS	Pricing Supplement No. 4239
Dated May 17, 2005	Dated October 18, 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

(Fixed Rate Notes)

 

 

Trade Date:	October 18, 2005
Settlement Date (Original Issue Date):	October 21, 2005
Maturity Date:	October 21, 2010
Principal Amount (in Specified Currency)	US$ 1,000,000,000
Price to Public (Issue Price):	99.877%
Agent's Discount or Commission:	0.25%
Net Proceeds to Issuer (in Specified Currency):	US$ 996,270,000
Interest Rate Per Annum:	4.875%
Interest Payment Date(s):	April 21 and October 21 of each year commencing April 21, 2006 (with respect to the period from and including October 21, 2005 to but excluding April 21, 2006) and ending on the Maturity Date.

 

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

 

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.

 

	(Fixed Rate)
	Page 2
	Pricing Supplement No. 4239
	Dated October 18, 2005
	Rule 424(b)(3)-Registration Statement
	No. 333-123085

CUSIP: 36962GS62

ISIN: US36962GS628

Common Code: 023351544

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

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

	(Fixed Rate)
	Page 3
	Pricing Supplement No. 4239
	Dated October 18, 2005
	Rule 424(b)(3)-Registration Statement
	No. 333-123085

Listing:

___ Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchanges Gilt Edged and Fixed Interest Market

_X_ Not listed on the Official List of the UK Listing Authority

 

Additional Information:

General.

At June 30, 2005, the Company had outstanding indebtedness totaling $346.445 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 June 30, 2005, excluding subordinated notes payable after one year was equal to $345.672 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 June 30, 2005
2000	2001	2002	2003	2004
	(Restated)	(Restated)	(Restated)	(Restated)
1.52	1.73	1.66	1.86	1.89	1.72

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.

 

	(Fixed Rate)
	Page 4
	Pricing Supplement No. 4239
	Dated October 18, 2005
	Rule 424(b)(3)-Registration Statement
	No. 333-123085

 

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 99.877% of the aggregate principal amount less an underwriting discount equal to 0.250% of the principal amount of the Notes.

Institution Lead Manager:	Commitment
Lehman Brothers Inc.	$ 325,000,000
Blaylock & Partners, L.P.	320,000,000
The Williams Capital Group, L.P.	320,000,000
Co-Managers:
Guzman & Company	$ 10,000,000
Jackson Securities	5,000,000
Morgan Stanley & Co. Incorporated	10,000,000
UBS Securities LLC	10,000,000
Total	$1,000,000,000

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