PROSPECTUS

Calculation of Registration Fee

Title of Each Class of

Securities Offered

Maximum Aggregate

Offering Price

Amount of

Registration Fee

Senior Unsecured Notes

$100,000,000.00

$10,700.00

PROSPECTUS

Pricing Supplement Number: 4502

Dated March 29, 2006

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated December 5, 2006

Dated March 29, 2006

Registration Statement: No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Floating Rate Notes)

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date:

December 5, 2006

Settlement Date (Original Issue Date):

December 8, 2006

Maturity Date:

August 2, 2012

Principal Amount:

US$100,000,000.00

Price to Public (Issue Price):

100.096%

Agents Commission:

0.30%

All-in Price:

99.796%

Accrued Interest:

US$550,063.00

Net Proceeds to Issuer:

US$100,346,063.00

Interest Rate Basis (Benchmark):

LIBOR, as determined by LIBOR Telerate

Index Currency:

U.S. Dollars

Coupon:

Plus 0.13%

Re-offer Spread (plus or minus):

Plus 0.11%

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each February 2, May 2, August 2 and November 2 of each year, commencing February 2, 2007 and ending on the Maturity Date

 

 

Page 2

Dated December 5, 2006

Filed Pursuant to Rule 433

Registration Statement No. 333-132807

Initial Interest Rate:

To be determined two London Business days prior to the Original Issue Date

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

Day Count Convention:

Actual/360

Denominations:

Minimum of $1,000 with increments of $1,000 thereafter.

CUSIP:

36962GX58

ISIN:

US36962GX586

Common Code:

N/A

Investing in the Notes involves risks. See "Risks of Foreign Currency Notes and Indexed Notes" on page 2 of the accompanying prospectus supplement and "Risk Factors" on page 2 of the accompanying prospectus.

Additional Terms:

Reopening of Issue

The Notes are intended to be fully fungible and be consolidated and form a single issue for all purposes with the Issuers issue of US$300,000,000, principal amount of Floating Rate Notes due August 2, 2012 as described in the Issuers Pricing Supplement number 4403 dated July 26, 2006.

Plan of Distribution:

The Notes are being purchased by Lehman Brothers Inc. (the "Underwriter"), as principal, at the Issue Price of 100.096% of the aggregate principal amount less an underwriting discount equal to 0.30% of the principal amount of the Notes. The Underwriter has advised the Issuer that the Underwriter proposes to offer the Notes for sale at the Re-offer Yield referenced above.

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

 

Page 3

Dated December 5, 2006

Filed Pursuant to Rule 433

Registration Statement No. 333-132807

Additional Information:

At September 30, 2006, the Issuer had outstanding indebtedness totaling $398.803 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 September 30, 2006, excluding subordinated notes payable after one year, was equal to $394.061 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,

   

Nine Months ended September 30,

2001

2002

2003

2004

2005

2006

1.56

1.62

1.71

1.82

1.66

1.62

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 Issuer believes is a reasonable approximation of the interest factor of such rentals.

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