Filed Pursuant to Rule 433

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee

Senior Notes

$1,750,000,000

$203,175

PROSPECTUS

Dated January 23, 2009

Pricing Supplement Number: 5001

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated January 23, 2009

Dated January 4, 2011

Registration Statement: No. 333-156929

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Fixed Rate Notes)

Investing in these notes involves risks. See "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission.

Issuer:

General Electric Capital Corporation

Trade Date:

January 4, 2011

Settlement Date (Original Issue Date):

January 7, 2011

Maturity Date:

January 7, 2014

Principal Amount:

US $1,750,000,000

Price to Public (Issue Price):

99.951%

Agents Commission:

0.200%

All-in Price:

99.751%

Net Proceeds to Issuer:

US $1,745,642,500

Treasury Benchmark:

0.750% due December 15, 2013

Treasury Yield:

1.017%

Spread to Treasury Benchmark:

Plus 1.100%

Reoffer Yield:

2.117%

Interest Rate Per Annum:

2.100%

Interest Payment Dates:

Semi-annually on the 7th day of each January and July, commencing July 7, 2011 and ending on the Maturity Date

Day Count Convention:

30/360, Following Unadjusted

 

 

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated January 4, 2011

Registration Statement No. 333-156929

Denominations:

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

Call Notice Period:

None

Put Dates (if any):

None

Put Notice Period:

None

CUSIP:

36962G4X9

ISIN:

US36962G4X95

Common Code:

057653574

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 99.951% of the aggregate principal amount less an underwriting discount equal to 0.200% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Barclays Capital Inc.

$332,500,000

Citigroup Global Markets Inc.

$332,500,000

J.P. Morgan Securities LLC

$332,500,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

$332,500,000

Morgan Stanley & Co. Incorporated

$332,500,000

Co-Managers:

Aladdin Capital LLC

$17,500,000

Blaylock Robert Van, LLC

$17,500,000

CastleOak Securities, L.P.

$17,500,000

Samuel Ramirez & Co., Inc.

$17,500,000

The Williams Capital Group, L.P.

$17,500,000

Total

$1,750,000,000

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

Page 3

Filed Pursuant to Rule 424(b)(3)

Dated January 4, 2011

Registration Statement No. 333-156929

Additional Information

General

At the quarter ended September 30, 2010, we had outstanding indebtedness totaling $408.927 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year, and excluding bank deposits and non-recourse borrowings of consolidated securitization entities. The total amount of outstanding indebtedness at September 30, 2010, excluding subordinated notes and debentures payable after one year, was equal to $399.499 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

2005

2006

2007

2008

2009

September 30, 2010

1.66

1.63

1.56

1.24

0.85

1.11

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.

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.

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