Edgar Filing: GENERAL ELECTRIC CAPITAL CORP

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2005

FILE NO. 333-118974
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO

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)
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ALAN M. GREEN
GENERAL COUNSEL, CORPORATE TREASURY AND ASSISTANT SECRETARY
201 HIGH 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. [ ]
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)(2) FEE(3)
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Variable Denomination Floating Rate Demand
Notes...................................... $4,000,000,000 100% $4,000,000,000 $506,800.00
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(1) Estimated solely for the purpose of determining the registration fee. This
registration statement covers all investments in the Notes, with fees based
on the total amount of the Notes outstanding not exceeding $4 billion at a
particular time.

(2) Refers to the maximum principal amount of Variable Denomination Floating
Rate Demand Notes issued under this Registration Statement that may be
outstanding at any time.

(3) Pursuant to Rule 429 of the Securities Act of 1933, the amount of
registration fees does not include $235,615 previously paid to the
Commission relating to $872,654,550 aggregate principal amount of Variable
Denomination Floating Rate Demand Notes previously registered pursuant to
Registration Statements Nos. 333-59977 and 33-43420, which remained unissued
as of February 4, 2005.

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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 VARIABLE DENOMINATION FLOATING RATE DEMAND NOTES REGISTERED PURSUANT
TO REGISTRATION STATEMENTS NOS. 333-59977 AND 33-43420 PREVIOUSLY FILED BY THE
REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON AUGUST 10, 1998 AND DECEMBER
23, 1991, RESPECTIVELY. THIS REGISTRATION STATEMENT ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-59977 AND
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-43420.

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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You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone else to provide you with
information that is different. We are not making an offer of these notes in any
state where the offer is not permitted. The information in this document is
current only as of the date of this document, regardless of the time of delivery
of this document or any sale of the notes.

TABLE OF CONTENTS

PAGE
----

Summary..................................................... 2
Where You Can Get More Information on GE Capital............ 4
The GE Interest Plus Notes.................................. 4
GE Capital.................................................. 8
Consolidated Ratio of Earnings to Fixed Charges of GE
Capital................................................... 8
Use of Proceeds............................................. 8
Certain Terms of the Notes.................................. 8
Plan of Distribution........................................ 10
Legal Opinion............................................... 10
Experts..................................................... 10

GE INTEREST PLUS(*)

GENERAL ELECTRIC
CAPITAL CORPORATION

$12,000,000,000

VARIABLE DENOMINATION
FLOATING
RATE DEMAND NOTES

For information concerning GE Interest Plus
write to:

GE INTEREST PLUS
P.O. BOX 6294
INDIANAPOLIS, INDIANA 46206-6294

FOR RATES AND
OTHER INFORMATION CALL:
1-800-433-4480

* trademark of General Electric Company

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 IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION

DATED FEBRUARY 4, 2005.

PROSPECTUS

GENERAL ELECTRIC CAPITAL CORPORATION

$12,000,000,000
VARIABLE DENOMINATION FLOATING
RATE DEMAND NOTES

The GE Interest Plus Notes ("the Notes") are designed to provide you with a
convenient means of investing funds directly with General Electric Capital
Corporation ("GE Capital"). The Notes will pay interest above the average rate
of taxable U.S. money market funds. The Notes are not a money market fund, in
which investors purchase an equity interest in a diversified fund consisting of
investments in short term debt securities of many companies. The initial
interest rate applicable to the Notes and all subsequent changes to the initial
interest rate will be disclosed in pricing supplements filed with the SEC in
accordance with Rule 424(b) under the Securities Act of 1933.

An investment in the Notes involves risks. You should carefully consider
the following risk factors, as well as the other information contained or
incorporated by reference in this prospectus.

- WE RESERVE THE RIGHT TO MODIFY, WITHDRAW, OR CANCEL THE OFFER MADE BY
THIS PROSPECTUS AT ANY TIME.

- THE NOTES ARE NOT EQUIVALENT TO A DEPOSIT OR OTHER BANK ACCOUNT AND ARE
NOT SUBJECT TO THE PROTECTION OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER INSURANCE. THE NOTES ARE NOT A BROKERAGE ACCOUNT
WITH GECC CAPITAL MARKETS GROUP, INC. OR ANY OTHER BROKER/DEALER AND ARE
NOT PROTECTED BY THE SECURITIES INVESTOR PROTECTION CORPORATION UNDER THE
SECURITIES INVESTORS PROTECTION ACT OF 1970.

- THE NOTES ARE NOT A MONEY MARKET FUND, IN WHICH INVESTORS PURCHASE AN
EQUITY INTEREST IN A DIVERSIFIED FUND CONSISTING OF INVESTMENTS IN SHORT
TERM DEBT SECURITIES OF MANY COMPANIES, AND ARE NOT SUBJECT TO THE
REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940 (INCLUDING
DIVERSIFICATION OF INVESTMENTS) OR THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED.

- ALL INVESTMENTS IN THE NOTES ARE SENIOR, UNSECURED OBLIGATIONS OF GE
CAPITAL AND ARE NOT OBLIGATIONS OF OR GUARANTEED BY GENERAL ELECTRIC
COMPANY, THE AGENT BANK OR ANY OTHER COMPANY. IT IS POSSIBLE TO LOSE
MONEY IF GE CAPITAL IS UNABLE TO PAY ITS DEBTS.

- THE WEEKLY INTEREST RATE ON INVESTMENTS IN THE NOTES MAY NOT PROVIDE A
BASIS FOR COMPARISON WITH OTHER INVESTMENTS WHICH USE A DIFFERENT METHOD
OF CALCULATING A VARIABLE YIELD OR WHICH PAY A FIXED YIELD FOR A STATED
PERIOD OF TIME. THE ALL-IN RETURN MAY ALSO VARY BETWEEN THIS AND OTHER
INVESTMENTS BASED ON THE FREQUENCY OF REINVESTMENT OF INTEREST EARNED.
SEE "THE GE INTEREST PLUS NOTES -- INTEREST" BELOW FOR A DETAILED
DESCRIPTION OF HOW INTEREST IS CALCULATED AND PAID.

- THE NOTES ARE NOT LISTED ON ANY SECURITIES EXCHANGE AND THERE IS NO
SECONDARY MARKET FOR THE NOTES.

For information regarding the GE Interest Plus Notes, please call
1-800-433-4480 or access our website at www.geinterestplus.com.

Please read this prospectus carefully and retain for future reference.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Notes are offered through GECC Capital Markets Group, Inc., as agent.

The date of this Prospectus is February , 2005

SUMMARY

Issuer........................ General Electric Capital Corporation

Principal Executive Offices
of GE Capital............... 260 Long Ridge Road, Stamford, CT 06927
(Telephone: (203) 357-4000)

Title......................... Variable Denomination Floating Rate Demand
Notes

Amount........................ Up to $12,000,000,000 aggregate initial
offering price.

Agent Bank.................... Union Federal Bank of Indianapolis

Servicing Agent............... BISYS, Inc.

Investment Options............ - Quick Invest -- see page 5
- Auto Invest -- see page 5
- Check Mailed to Agent Bank -- see page 6
- Wire Transfer -- see page 6 and
- Direct Investment of Your Payroll, Pension or
Social
Security Check -- see page 6
- Payroll Deduction -- see page 6

Redemption Options............ - By Check -- see page 6
- Written Redemption -- see page 6
- Wire Redemption -- see page 7

Status........................ The Notes are unsecured and rank equally and
ratably with all other unsecured and
unsubordinated indebtedness of GE Capital. GE
Capital has outstanding approximately $302,115
million in senior, unsecured debt obligations
as of September 30, 2004, that rank equally
with the Notes. GE Capital has not issued any
secured debt or securities that have priority
over the Notes.

Interest...................... The Notes pay a floating rate of interest,
which will always be above the average rate of
taxable money market funds in the United States
as published in Money Fund Report(TM). The
Notes are not a money market fund, in which
investors purchase an equity interest in a
diversified fund consisting of investments in
short term debt securities of many companies.
Interest rates vary by an investor's principal
amount of Notes or other factors as determined
by the GE Interest Plus Committee. The initial
interest rate applicable to the Notes and all
subsequent changes to the initial interest rate
will be disclosed in pricing supplements filed
with the SEC.

Initial Investment
Incentives.................... We may offer investment incentives to investors
who make initial investments in the Notes and
additional incentives to investors who make
initial investments through payroll deductions.
Whether these or other incentives will be
available at any time will be determined by the
GE Interest Plus Committee in its sole
discretion. See page 5.

Principal..................... The principal amount of your Notes is equal to
the total amount of your investments plus
accrued and reinvested interest, less fees, if
any, and your redemptions.

Fees.......................... Fees are assessed only for checks returned for
insufficient funds, wire redemptions, stop
payment requests, checks written for less than
the $250 minimum, and for other unusual
services.

Redemption at Option
of GE Capital............... The Notes are redeemable by GE Capital at any
time -- see page 9.

Form of Notes................. The Notes are offered to persons whose
registered addresses are in the United States
by prospectus only. The Notes are in
uncertificated form.

Taxation...................... Interest earned on Notes is subject to taxation
by the United States and may be subject to
taxation by other U.S. or non-U.S. taxing
jurisdictions. Backup withholding and
information reporting may apply to certain
persons -- see page 7.

Trustee....................... JPMorgan Chase Bank, under an Indenture dated
as of January 25, 2001.

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

References in this prospectus to "GE Capital", "we", "us" and "our" are to
General Electric Capital Corporation. References to "Agent Bank" are to Union
Federal Bank of Indianapolis.

WHERE YOU CAN GET MORE
INFORMATION ON GE CAPITAL

The Notes are a debt instrument of GE Capital and only GE Capital's assets
are available to pay the principal and interest payable on the Notes. GE Capital
files annual, quarterly and current reports with the SEC. You can learn more
information about GE Capital by reading these reports. You may read and copy any
document we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street N.W., Washington, D.C., 20549. 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 website 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 information that we file later with the SEC will automatically
update and supersede information contained in documents filed earlier with the
SEC or contained in this prospectus. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we
sell all the securities that may be offered by this prospectus; provided,
however, that we are not incorporating any information furnished to the SEC
under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless,
and except to the extent, specified in any such Current Report on Form 8-K:

(i) GE Capital's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 2003;

(ii) GE Capital's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004; and

(iii) GE Capital's Current Report on Form 8-K filed on March 30, 2004.

To obtain a copy of any or all of these filings at no cost, you may go to
our website at: www.ge.com/en/company/investor/secreports.htm or by writing or
telephoning us at: General Electric Capital Corporation, 260 Long Ridge Road,
Stamford, CT 06927, Attention: Corporate Counsel. Telephone: (203) 357-4000.

THE GE INTEREST PLUS NOTES

INTEREST

The Notes will have no stated maturity and will earn interest at floating
rates, to be determined by the GE Interest Plus Committee. The rate of interest
on the Notes will always be greater than the most recent seven-day average yield
(non-compounded) for taxable money market funds in the United States as
published in Money Fund Report(TM)*, a service of iMoneyNet, Inc. (formerly IBC
Financial Data, Inc.). The Notes are not a money market fund, in which investors
purchase an equity interest in a diversified fund consisting of investments in
short term debt securities of many companies. Rates vary by an investor's
principal amount of Notes or other factors as determined by the GE Interest Plus
Committee. Interest on

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* Money Fund Report is a registered trademark of iMoneyNet, Inc. and is
published weekly. Money Fund Report states that the yield information obtained
from the money market funds is screened by the publisher, but no guarantee of
the accuracy of the information contained therein is made by iMoneyNet, Inc.
4

the Notes will accrue daily. The rate of interest paid for any period on
the Notes is not an indication or representation of future rates. Accrued
interest will be credited and automatically reinvested in additional Notes
monthly and will begin to accrue interest on the first day following the date of
such reinvestment. If in any week the Money Fund Report(TM) is not available or
publication of such seven-day average yield is suspended, the seven-day average
yield at such time shall be an approximately equivalent rate determined by the
GE Interest Plus Committee.

FEES

There are no maintenance fees or charges for check redemptions, no sales
loads, and no charges for investing or for ongoing management. There are fees
for checks returned for insufficient funds, wire redemptions, stop payment
requests, checks written for less than the $250 minimum requirement, and other
unusual services, which will be directly debited from the aggregate principal
amount of your Notes.

INVESTOR STATEMENTS

You will receive regular statements (via mail or electronically) showing a
summary of all of your transactions in the Notes, interest earned, the principal
amount of Notes held by you at the open and close of the period, and other
important information. Redemption checks on which payment has been made will not
be returned to you, but the check number, date of payment and the amount of each
check will be indicated on your statement. However, if you have established
on-line access, you may view redemption check images on-line at the GE Interest
Plus website.

INITIAL INVESTMENT INCENTIVES

We may from time to time offer marketing incentives to certain investors
making an initial investment in the Notes, depending on the amount of the
initial investment and/or enrollment in an automatic investment option or
certain payroll deduction programs. These incentives have in the past, and may
in the future, include offers to issue to initial investors an additional
principal amount of Notes. Whether these or other incentives will be available
at any time will be determined by the GE Interest Plus Committee in its sole
discretion and will be disclosed in pricing supplements filed with the SEC in
accordance with Rule 424(b) under the Securities Act of 1933.

AGENT BANK AND SERVICING AGENT

We have engaged Union Federal Bank of Indianapolis to process funds
receipts and disbursements and related services. We refer to Union Federal Bank
of Indianapolis as the "Agent Bank" in this prospectus. We have also engaged
BISYS, Inc. to perform recordkeeping, investor servicing and other services in
connection with the Notes. We refer to BISYS, Inc. as the "Servicing Agent." For
these services, we pay the Agent Bank and the Servicing Agent an administrative
fee.

HOW TO INVEST

To invest in the Notes, complete an application and enclose a check for
your initial investment (or, if applicable, a GE payroll deduction card).
Currently, the minimum initial investment is $500, or $250 if you enroll in the
"Auto Invest" service. If the principal amount of your Notes falls below these
minimum investment levels, we reserve the right to redeem your Notes and return
the proceeds to you, or deduct a monthly maintenance fee from the principal
amount of your Notes.

After your initial investment in the Notes, you may invest in additional
Notes at any time, without charge, by any of the following methods:

BY QUICK INVEST. If you indicated on your application that you wish to
participate in the "Quick Invest" service, you may instruct the Servicing Agent
by telephone at any time during regular business hours to withdraw any amount of
funds (minimum $25) from your pre-designated bank account and invest the funds
in additional Notes through ACH transfer. To set up "Quick Invest," you must
have provided us with a voided blank check to verify your checking account. Your
investment will be made and interest will begin to accrue on the same day your
money is transferred. Investments made by ACH cannot be redeemed until the later
of (1) three business days after the electronic transfer is first completed or
(2) when the electronic transfer clears.

BY AUTO INVEST (automatic monthly investment from a bank account). You may
withdraw a fixed amount from your checking account on a monthly basis through an
electronic automated

clearinghouse (ACH) transfer (minimum $25) and use the funds to invest in
additional Notes. To set up "Auto Invest," you must provide us with a voided
blank check to verify your checking account. Your investment will be made and
interest will begin to accrue on the same day your money is transferred.
Investments made by ACH cannot be redeemed until the later of (1) three business
days after the electronic transfer is completed or (2) when the electronic
transfer clears.

BY CHECK MAILED TO AGENT BANK. Mail your investment to: GE Interest Plus,
P.O. Box 6293, Indianapolis, Indiana 46206-6293. Your investment will be made
and interest will begin to accrue on the first business day that the Agent
Bank's processing unit receives your check provided that the check is received
prior to 3:00 p.m. Eastern Time. Investments made by check cannot be redeemed
until the later of (1) twelve business days after the check is first invested in
the Notes or (2) when the check clears. Third party checks, foreign checks,
credit card checks, cash and traveler's checks are not acceptable.

BY WIRE TRANSFER. Wire funds to GE Interest Plus, Union Federal Bank,
Indianapolis, IN, ABA No. 274070442. Include your name and account number in the
wire instruction. Your investment will be made and you will begin earning
interest on the same business day the wire is received provided that the funds
have been received by 2:30 p.m. Eastern Time. Investments made by wire transfer
can be redeemed one business day after the date of credit.

BY DIRECT INVESTMENT OF YOUR PAYROLL, PENSION OR SOCIAL SECURITY CHECK. You
may instruct your employer or the Social Security Administration, as
appropriate, to invest your entire payroll, pension or social security check
directly in the Notes. Your investment will begin to accrue interest on the day
it is transferred for investment in the Notes. Investments made in this manner
can be redeemed one business day after the date of credit.

BY PAYROLL DEDUCTION. General Electric Company, its subsidiaries, and
certain other companies allow employees to have a fixed amount deducted from
each paycheck (minimum $25) and invested in the Notes. (GE employees who invest
in the Notes and elect payroll deduction do not need to make any initial
investment). Your investment will begin to accrue interest on the business day
it is transferred for investment in the Notes. Investments made by payroll
deduction can be redeemed one business day after the date of credit.

All investments must be made in U.S. dollars drawn on a U.S. bank. You may
change or terminate your investments by payroll deduction or other automatic
investment at any time.

For purposes of investments in the Notes, a "business day" is a day on
which both the Agent Bank and the Federal Reserve Bank of Chicago are fully open
for business.

HOW TO REDEEM

You may redeem any part of your Notes at any time as described below.
Interest on redeemed investments will accrue to, but not including, the date of
redemption. You may redeem all of your Notes only by use of the written
redemption option described below. Checks will be mailed to you automatically
shortly after you make an initial investment in the Notes.

REDEMPTION BY CHECK. You may make redemption checks payable to anyone in
the amount of $250 or more. If the amount of the redemption check is less than
$250, the check will be honored, but a fee of $10 will be debited from the
principal amount of your Notes by the Agent Bank. If the amount of the
redemption check is greater than the principal amount of your Notes, the check
will not be honored and we will deduct from the principal amount of your Notes a
returned check fee, in an amount periodically determined by the GE Interest Plus
Committee (currently $20). Generally, your redemption will be made on the day
the Agent Bank's processing unit receives your redemption check for payment.
Even if your Notes are held jointly with someone else, only one signature will
be required on a redemption check unless you have otherwise specified. The check
redemption feature does not create a deposit or a banking relationship with the
Agent Bank, GE Capital or General Electric Company.

WRITTEN REDEMPTION. You may redeem any part of your Notes (subject to a
$250 minimum), or all of your Notes, by written request, including the
signatures of all registered owners (including joint owners) of the Notes. A
check, payable to the registered owners, for the requested

amount (or in an amount equal to the principal amount of your Notes if you are
redeeming all of your Notes) will be mailed to the registered noteholder's
address.

WIRE REDEMPTION. You can redeem any part of your Notes, subject to a
$2,500 minimum, by wire transfer if you have pre-authorized the wire redemption
option. Wire redemption proceeds can only be wired to the U.S. bank account you
have designated on your application. To change this designation, a written
request signed by all registered owners of the Notes, with all signatures
guaranteed by a financial institution that is a member of the Securities
Transfer Agents Medallion Program 2000 ("STAMP 2000"), for example, a brokerage
firm, commercial bank or other financial institution, must be submitted to the
Agent Bank. Funds will be wired on the same business day as the receipt of your
wire redemption request, provided that your request is received by the Agent
Bank by 12:00 noon Eastern Time. Wire redemption requests received after 12:00
noon Eastern Time on any business day will be processed on the next business
day. If your designated bank is not a member of the Federal Reserve system,
there may be a delay in wiring funds. Each wire transfer will incur a processing
charge of $15 from the Agent Bank, and may also incur an additional charge from
your bank or financial institution. The Agent Bank's records of the wire
instructions are binding.

GE INTEREST PLUS COMMITTEE

The GE Interest Plus Committee consists of officers of GE Capital
designated by our Board of Directors. The Committee has the full power and
authority to amend procedures and options for investing in and redeeming the
Notes as described below under "Termination, Suspension, or Modification." The
Committee may also interpret applicable provisions, adopt rules and regulations
and make certain determinations regarding the Notes. The members of the
Committee are our Vice Chairman and Chief Financial Officer, our Senior Vice
President, Corporate Treasury and Global Funding Operation and one of our Vice
Presidents and Assistant Treasurers.

Alternate members of the Committee may also serve from time to time.
Members of the Committee receive no additional compensation for Committee
services.

TERMINATION, SUSPENSION OR MODIFICATION

We expect that you will be able to invest in the Notes indefinitely, but we
reserve the right at any time to suspend or terminate the Notes offering
entirely, or from time to time to modify the procedures for investing in or
redeeming the Notes in part. We also reserve the right to modify, suspend or
terminate particular investment options and redemption methods described above
under "How To Invest" and "How To Redeem." Written notice of any material
modification, suspension or termination will be provided to you at least fifteen
calendar days prior to the effective date. See "Certain Terms Of The Notes --
Modification Of The Indenture."

TAXES

Investments in Notes are only open for accounts that are taxable for U.S.
Federal income purposes.

Interest accrued and reinvested in Notes is taxable in the year in which
such interest is accrued and reinvested. The amount of any investment incentive
you receive will be reported as interest income. No part of such interest is
excludible from taxable income. Backup withholding and information reporting
requirements may apply to certain non-corporate U.S. holders. The interest
income also may be subject to taxation by some state and local governments.
Holders of Notes that are individuals will receive a statement from the
Servicing Agent each year that states the full amount reported to the Internal
Revenue Service as taxable income.

Withholding tax may apply to certain non-U.S. persons unless certain
certifications or statements are provided to the Servicing Agent and certain
other requirements are satisfied. Information reporting and backup withholding
generally will not apply to payments made to non-U.S. persons provided the
Issuer receives certain certifications or statements.

The U.S. Federal income tax discussion set forth above is included for
general information only and may not be applicable depending upon a holder's
particular situation. Holders should consult their own tax advisors with respect
to the tax consequences to them of the ownership and disposition of the Notes,

including the tax consequences under state, local, foreign and other tax laws
and the possible effects of changes in federal or other tax laws.

GE CAPITAL

GE Capital 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. On July
2, 2001, we changed our state of incorporation to Delaware. All of our
outstanding common stock is owned by General Electric Capital Services, Inc.,
the common stock of which is in turn wholly owned, directly or indirectly, by
General Electric Company ("GE Company"). Financing and services offered by us
are diversified, a significant change from the original business of GE Capital,
that is, financing distribution and sale of consumer and other GE Company
products. GE Company manufactures few of the products financed by us.

We operate in four key operating segments: GE Commercial Finance, GE
Consumer Finance, GE Insurance and GE Equipment and Other Services. GE Capital's
principal executive offices are located at 260 Long Ridge Road, Stamford, CT
06927, telephone number (203) 357-4000. At December 31, 2003, our employment
totaled approximately 83,700.

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES OF GE CAPITAL

YEAR ENDED DECEMBER 31,
-------------------------------- NINE MONTHS ENDED
1999 2000 2001 2002 2003 SEPTEMBER 30, 2004
---- ---- ---- ---- ---- -------------------

1.60 1.52 1.72 1.65 1.86 1.85

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 we believe is a
reasonable approximation of the interest factor of such rentals.

USE OF PROCEEDS

The net proceeds from the sale of the Notes will be added to the general
funds of GE Capital and will be available for financing our operations.

CERTAIN TERMS OF THE NOTES

The Notes are issued under an Amended and Restated Indenture dated as of
January 25, 2001, between GE Capital and JPMorgan Chase Bank. The statements
under this heading are subject to the detailed provisions of the Indenture, a
copy of which is an exhibit to the Registration Statements filed with the SEC
covering the offering of Notes. Wherever particular provisions of the Indenture
or terms defined therein are referred to, such provisions or definitions are
incorporated by reference as a part of the statements made and the statements
are qualified in their entirety by such reference.

GENERAL

The Notes are issuable in any amount and will mature on demand by you. The
Notes are unsecured and rank equally and ratably with all other unsecured and
unsubordinated indebtedness of GE Capital. GE Capital has outstanding
approximately $302,115 million in senior, unsecured debt obligations as of
September 30, 2004, that rank equally with the Notes. GE Capital has not issued
any secured debt or securities that have priority over the Notes. Neither the
Indenture, nor any other instrument to which GE Capital is a party, limits the
principal amount of the Notes or any other indebtedness of GE Capital that may
be issued. The Notes will not be subject to any sinking fund. The Notes will be
issued in uncertificated form and you will not receive any certificate or other
instrument evidencing the Notes other than the confirmation of your initial
investment and periodic statements sent to you. All funds invested in Notes,
together with interest accrued thereon, and redemptions, if any, will be
recorded on a register maintained by the Servicing Agent.

OPTIONAL REDEMPTION BY GE CAPITAL

We may redeem, at any time at our option, all or any part of the Notes. Any
partial redemption of Notes will be effected by lot, or pro rata, or by any
other method that is deemed fair and appropriate by the trustee for the Notes,
except that we may redeem all of the Notes not meeting guidelines established
from time to time by the GE Interest Plus Committee. We will give at least 30
days prior written notice to you if we decide to redeem your Notes. The Notes
(or portion thereof) being so redeemed, plus accrued and unpaid interest thereon
to, but not including, the date of redemption, will be paid by check to the
registered holder of the Notes, less any tax withholding, if applicable.
Interest on the redeemed amount shall cease to accrue on and after the effective
date of redemption.

MODIFICATION OF THE INDENTURE

The Indenture permits us and the trustee for the Notes, with the consent of
the holders of not less than 66 2/3% in aggregate principal amount of the Notes
at the time outstanding:

- to add any provisions to or change in any manner or eliminate any of the
provisions of the Indenture, or

- to modify in any manner the rights of the holders of Notes.

However, the Indenture provides that, unless each holder agrees, we cannot:

- change the character of the Notes from being payable upon demand,

- reduce the principal amount of any Note, or

- reduce the 66 2/3 percentage of the aggregate principal amount of Notes
needed to make any addition or modification.

EVENTS OF DEFAULT

An event of default with respect to the Notes is defined in the Indenture
as being:

- default for 20 days in payment of any principal or interest on any Note
which is not due to administrative error. An administrative error shall
not be considered an event of default unless such error shall have
continued uncorrected for a period of 30 days after written notice to the
Agent Bank and the trustee for the Notes (with a copy to GE Capital). The
trustee for the Notes will be the sole judge of whether an administrative
error has been corrected;

- default for 60 days after written notice to GE Capital in the performance
of any other covenant with respect to the Notes; or

- certain events of bankruptcy, insolvency or reorganization.

Each year, the Indenture requires us to file with the trustee for the Notes
a written statement as to the presence or absence of certain defaults under the
Indenture. The trustee for the Notes shall, within 90 days after the occurrence
of a default in respect of the Notes, give to the holders thereof notice of all
uncured and unwaived defaults known to it (the term default to mean the events
specified above without grace periods). The trustee for the Notes shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of the Notes
except in the case of default in the payment of principal or interest on any of
the Notes. The Indenture provides that during the continuance of an event of
default, either the trustee for the Notes or the holders of 25% in aggregate
principal amount of the outstanding Notes may declare the principal of all such
Notes to be due and payable immediately. However, under certain conditions such
declaration may be annulled by the holders of a majority in principal amount of
such Notes then outstanding. The holders of a majority in principal amount of
Notes then outstanding may also waive on behalf of all holders past defaults
with respect to the Notes except, unless previously cured, a default in payment
of principal of or interest on any of the Notes.

CONCERNING THE TRUSTEE

The trustee for the Notes acts as trustee under several other indentures
with GE Capital, pursuant to which a number of series of senior, unsecured notes
of GE Capital are presently outstanding.

PLAN OF DISTRIBUTION

The Notes are offered in the United States only, on a continuing basis
through GECC Capital Markets Group, Inc., a wholly owned subsidiary of GE
Capital, acting as agent. No commissions will be paid to such agent for any
sales of the Notes. We will pay the agent's expenses incurred in connection with
the offering of the Notes. GECC Capital Markets Group, Inc. may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). We have agreed to indemnify the agent against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that they may be required to make in connection with such
indemnification. We also may from time to time designate other agents through
whom Notes may be offered.

The Notes are being offered only to persons whose registered addresses are
in the United States. If at any time your registered address is outside of the
United States, we may redeem all of your Notes. See "Certain Terms Of The
Notes -- Optional Redemption By GE Capital." We reserve the right to withdraw,
cancel or modify the offer to sell Notes at any time. We have the sole right to
accept offers to purchase Notes and may reject any proposed purchase of Notes in
whole, or in part.

NASD REGULATIONS

GECC Capital Markets Group, Inc. is an affiliate of GE Capital and
participates as an agent in the distribution of the securities issued pursuant
to this prospectus. Rule 2720 of the Conduct Rules of the National Association
of Securities Dealers, Inc. imposes certain requirements when a NASD member such
as GECC Capital Markets Group, Inc. distributes an affiliated company's
securities. As a result, we will conduct any offering in which GECC Capital
Markets Group, Inc. acts as agent in compliance with the applicable requirements
of Rule 2720.

NASD rules require that the maximum compensation we will pay to
underwriters in connection with any offering of the securities will not exceed
8% of the maximum proceeds of such offering. As previously noted, we will not
pay GECC Capital Markets Group, Inc. any commissions relating to sales of the
Notes, although we will pay expenses incurred in connection with such sales. All
post-effective amendments relating to the offering of securities will be
submitted to the NASD Corporate Financing Department at the same time they are
filed with the SEC. The NASD Corporate Financing Department will be advised if
any of our 5% or greater shareholders is or becomes an affiliate or associated
person of an NASD member participating in the distribution of such securities.
All NASD members participating in offerings of the securities understand the
requirements that have to be met in connection with SEC Rule 415 and Notice to
Members 88-101.

LEGAL OPINION

Alan M. Green, General Counsel, Corporate Treasury and Assistant Secretary
of GE Capital will provide an opinion for us regarding the validity of the
Notes. 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 consolidated financial statements as of and for the year ended
December 31, 2003, incorporated in this prospectus by reference to GE Capital's
Current Report on Form 8-K dated March 30, 2004, have been incorporated by
reference herein in reliance upon the report of KPMG LLP, an independent
registered public accounting firm, and upon the authority of said firm as
experts in accounting and auditing. Such report refers to the fact that GE
Capital in 2003 changed its method of accounting for variable interest entities,
in 2002 changed its method of accounting for goodwill and other intangible
assets, and in 2001 changed it methods of accounting for derivative instruments
and hedging activities and impairment of certain beneficial interests in
securitized assets.

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 are:

Filing Fee for Registration Statement....................... $506,800.00
NASD Filing Fee............................................. 30,500.00
Accounting Fees and Expenses................................ 15,000.00*
Trustees' and Paying Agents' Fees and Expenses (including
counsel fees)............................................. 50,000.00*
Printing and Engraving Fees................................. 50,000.00*
Rating Agency Fees.......................................... 50,000.00*
Miscellaneous............................................... 5,000.00*
-----------
Total....................................................... $707,300.00*
===========

---------------

* 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 such person 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 by
and in the right of the corporation 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 GE Capital provide that each person who at any time is or
shall have been a director or officer of GE Capital or is legal representative
of such director or officer, or is or shall have been serving at the request of
GE Capital as a director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise
or nonprofit entity, who is or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding shall be held harmless to the fullest
extent permitted by applicable law and shall be indemnified by GE Capital for
expenses (including attorney's fees) such person incurred in their defense in
such proceedings as permitted by applicable law. The By-Laws of GE Capital also
permit the indemnification of any other person not an officer or director of GE
Capital that may be indemnified under applicable law.

GE Capital is or will be a party to one or more underwriting or placement
agreements with respect to debt securities issued under this prospectus which
include provisions regarding the indemnification of GE Capital and its officers
and directors by one or more underwriters or dealers against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

II-1

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

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4(a) First Amended and Restated Indenture dated as of January 25,
2001 between GE Capital and JPMorgan Chase Bank, as
successor trustee (incorporated by reference from Exhibit
4(d) to GE Capital's Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (File No. 333-59977).
5* Opinion and consent of Alan M. Green, General Counsel,
Corporate Treasury and Assistant Secretary of GE Capital.
12 Computation of ratio of earnings to fixed charges
(incorporated by reference from Exhibit 12 to GE Capital's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004, File No. 1-6461).
23 Consent of KPMG LLP. Consent of Alan M. Green is included in
his opinion referred to in Exhibit 5 above.
24* Power of Attorney.
25* Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of JPMorgan Chase Bank, in respect of the First
Amended and Restated Indenture previously filed as Exhibit
4(d).

---------------

* Previously filed.

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 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.

II-2

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-3

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 on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 4th day of February, 2005.

GENERAL ELECTRIC CAPITAL CORPORATION

BY /s/ KATHRYN A. CASSIDY
------------------------------------
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
--------- ----- ----

*DENNIS D. DAMMERMAN Chairman and Director February 4, 2005
------------------------------------------------
(Dennis D. Dammerman)

*JAMES A. PARKE Vice Chairman, Chief Financial February 4, 2005
------------------------------------------------ Officer and Director (Principal
(James A. Parke) Financial Officer)

/s/ KATHRYN A. CASSIDY Senior Vice February 4, 2005
------------------------------------------------ President -- Corporate Treasury
(Kathryn A. Cassidy) and Global Funding Operation

Director February 4, 2005
------------------------------------------------
(Charles E. Alexander)

Director February 4, 2005
------------------------------------------------
(David L. Calhoun)

Director February 4, 2005
------------------------------------------------
(James A. Colica)

*PAMELA DALEY Director February 4, 2005
------------------------------------------------
(Pamela Daley)

*BRACKETT B. DENNISTON Director February 4, 2005
------------------------------------------------
(Brackett B. Denniston)

*ARTHUR H. HARPER Director February 4, 2005
------------------------------------------------
(Arthur H. Harper)

II-4

SIGNATURE TITLE DATE
--------- ----- ----

Director February 4, 2005
------------------------------------------------
(Jeffrey R. Immelt)

*JOHN H. MYERS Director February 4, 2005
------------------------------------------------
(John H. Myers)

Director February 4, 2005
------------------------------------------------
(Michael A. Neal)

*DAVID R. NISSEN Director February 4, 2005
------------------------------------------------
(David R. Nissen)

*RONALD R. PRESSMAN Director February 4, 2005
------------------------------------------------
(Ronald R. Pressman)

Director February 4, 2005
------------------------------------------------
(John M. Samuels)

*KEITH S. SHERIN Director February 4, 2005
------------------------------------------------
(Keith S. Sherin)

Director February 4, 2005
------------------------------------------------
(Robert C. Wright)

*PHILIP D. AMEEN Vice President and Controller February 4, 2005
------------------------------------------------ (Principal Accounting Officer)
(Philip D. Ameen)

By: /s/ KATHRYN A. CASSIDY
------------------------------------------
(Kathryn A. Cassidy)

* AS ATTORNEY-IN FACT FOR THE INDIVIDUALS
NOTED ABOVE WITH AN ASTERISK
REPRESENTING A MAJORITY OF THE BOARD OF
DIRECTORS

II-5

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

---------------

* Previously filed.