GENERAL ELECTRIC CO, S-3, 1995-07-14

GENERAL ELECTRIC CO
S-3, 1995-07-14
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1995
FILE NOS. 33-
-01
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
GENERAL ELECTRIC CAPITAL SERVICES, INC. GENERAL ELECTRIC COMPANY
(EXACT NAME OF REGISTRANT (EXACT NAME OF REGISTRANT
AS SPECIFIED IN ITS CHARTER) AS SPECIFIED IN ITS CHARTER)

DELAWARE NEW YORK
(STATE OF INCORPORATION) (STATE OF INCORPORATION)

06-1109503 14-0689340
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)

260 LONG RIDGE ROAD 3135 EASTON TURNPIKE
STAMFORD, CONNECTICUT 06927 FAIRFIELD, CONNECTICUT 06431
(203) 357-4000 (203) 373-2459
(ADDRESS, INCLUDING ZIP CODE, AND (ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, OF TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

BRUCE C. BENNETT BENJAMIN W. HEINEMAN, JR.
ASSOCIATE GENERAL COUNSEL, SENIOR VICE PRESIDENT, GENERAL
TREASURY OPERATION AND ASSISTANT SECRETARY COUNSEL AND SECRETARY
260 LONG RIDGE ROAD 3135 EASTON TURNPIKE
STAMFORD, CONNECTICUT 06927 FAIRFIELD, CONNECTICUT 06431
(203) 357-4000 (203) 373-2492
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE, AND
NUMBER, INCLUDING AREA CODE, OF TELEPHONE NUMBER, INCLUDING AREA CODE,
AGENT FOR SERVICE) OF AGENT FOR SERVICE)
</TABLE>

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

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.

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. /X/
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Guaranteed Subordinated Debt Securities.............. $300 million $103,449
Guarantees of the Subordinated Debt Securities....... (2) None
===================================================================================================
</TABLE>

(1) Or, if any Guaranteed Subordinated Debt Securities are issued (i) with an
initial offering price denominated in a foreign currency or a unit of two or
more currencies, such amount as shall result in an aggregate initial
offering price equivalent to $300 million or (ii) at an original issue
discount, such greater amount as shall result in an aggregate initial
offering price of $300 million. Estimated solely for the purpose of
determining the registration fee.
(2) Pursuant to Rule 457(n), no registration fee is attributable to the
Guarantees registered hereby.
------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 14, 1995
PROSPECTUS

$300,000,000

GENERAL ELECTRIC CAPITAL SERVICES, INC.

% GUARANTEED SUBORDINATED NOTES DUE ,
------------------------

GUARANTEED ON A SENIOR BASIS BY

GENERAL ELECTRIC COMPANY
------------------------
Interest on the Notes is payable semi-annually on and
of each year, commencing , 1996. The Notes are not
redeemable prior to maturity.

The Notes will be represented by one or more Global Notes (collectively,
the "Global Note") registered in the name of the nominee of the Depository (as
defined herein). Beneficial interests in the Global Note will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depository (in respect of its participants) and by its participants. See
"Description of Notes -- Global Note, Delivery and Form." Except as described
herein, Notes in definitive form will not be issued. Settlement for the Notes
will be made in immediately available funds. The Notes will trade in the
Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity in the Notes will therefore settle in immediately
available funds. See "Description of Notes -- Same-Day Settlement."
------------------------
Application will be made to list the Notes on the New York Stock Exchange.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Guaranteed Subordinated Note......... % % %
- ------------------------------------------------------------------------------------------------
Total.................................... $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) Plus accrued interest, if any, from , 1995.
(2) The Company and the Guarantor have agreed to indemnify the several
Underwriters against certain liabilities, including certain liabilities
under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company, estimated at $130,000.
------------------------
The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that delivery of the Global Note
will be made to The Depository Trust Company on or about , 1995.

MERRILL, LYNCH & CO.
------------------------
The date of this Prospectus is , 1995.
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE NOTES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
IN THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by General
Electric Capital Services, Inc. (herein together with its consolidated
subsidiaries called "GE Capital Services", the "Company" or the "Corporation"
unless the context otherwise requires), by General Electric Company (the
"Guarantor") or by any agent, underwriter or dealer. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or of the Guarantor since the date as of which information is given in
this Prospectus. This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
------------------------

AVAILABLE INFORMATION

The Company and the Guarantor are each subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith each files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as
well as the Regional Offices of the Commission at 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 and
copies can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and
other information concerning the Company can also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Reports
and other information concerning the Guarantor can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and at the offices of the Boston Stock Exchange, 1 Boston Place, Boston,
Massachusetts 02108, on each of which certain of the Guarantor's securities are
listed.

FOR FLORIDA RESIDENTS

National Broadcasting Company, Inc., an affiliate of the Company, from time
to time sends accredited news media personnel and related equipment to cover
news stories in Cuba as conditions warrant. The equipment remains within the
effective control of such personnel while in Cuba and is returned to the United
States within one year.

GE Information Services ("GEIS"), an affiliate of the Company, provides
electronic mail services to the Vatican in Vatican City and to the Vatican's
Apostolic Nuncios around the world, including the Nuncio located in Havana,
Cuba. GEIS has delivered software related to the system to the Vatican, which
has in turn distributed the software to its various Nuncios. Messages between
the Nuncios and the Vatican are carried by common carriers over GEIS' global
computer and telecommunications network.

This information is accurate as of the date hereof. Current information
concerning business dealings involving the Company or any of its affiliates with
the government of Cuba or with any person or affiliate located in Cuba may be
obtained from the Division of Securities and Investor Protection of the Florida
Department of Banking and Finance, The Capitol, Tallahassee, Florida,
32399-0350, telephone number (904) 488-9805.

2
<PAGE> 4

FOR NORTH CAROLINA RESIDENTS

These securities have not been approved or disapproved by the Commissioner
of Insurance for the State of North Carolina, nor has the Commissioner of
Insurance ruled upon the accuracy or the adequacy of this document.
------------------------

DOCUMENTS INCORPORATED BY REFERENCE

There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the
Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 1995
heretofore filed with the Commission pursuant to the 1934 Act, to which
reference is hereby made.

There is hereby also incorporated in this Prospectus by reference the
Guarantor's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and the Guarantor's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 heretofore filed with the Commission pursuant to the 1934 Act, to
which reference is hereby made.

All documents filed by the Company and the Guarantor pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Notes offered by any
accompanying Prospectus Supplement shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of the filing of
such documents.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents in respect of the Company referred to above which have been or
may be incorporated in this Prospectus by reference, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to General Electric
Capital Services, Inc., 260 Long Ridge Road, Stamford, Connecticut 06927,
Attention: Associate General Counsel, Treasury Operation, telephone no. (203)
357-4000.

The Guarantor hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents in respect of the Guarantor referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents. Requests for such copies should be directed to General
Electric Company, 3135 Easton Turnpike, Fairfield, Connecticut 06431, Attention:
Investor Relations, telephone no. (203) 373-2816.
------------------------

THE COMPANY

GENERAL ELECTRIC CAPITAL SERVICES, INC.

General Electric Capital Services, Inc. was incorporated in 1984 in the
State of Delaware. Until February 1993, the name of the Corporation was General
Electric Financial Services, Inc. All outstanding common stock of GE Capital
Services is owned by the Guarantor. The business of GE Capital Services consists
of ownership of two principal subsidiaries which, together with their
subsidiaries and affiliates, constitute the Guarantor's principal financial
services businesses. GE Capital Services is the sole owner of the common stock
of General Electric Capital Corporation ("GE Capital") and, indirectly through a
wholly-owned subsidiary, is the sole owner of the common stock of Employers
Reinsurance Corporation ("ERC").

In November 1994, the Corporation and the Guarantor elected to terminate
the operations of Kidder, Peabody Group Inc. ("Kidder, Peabody") by initiating
an orderly liquidation of its assets and liabilities. As part of the liquidation
plan, the Corporation received securities of Paine Webber Group Inc. in exchange
for certain broker-dealer assets and operations. Principal activities that were
discontinued include securities underwriting, sales and trading of equity and
fixed income securities, financial futures activities, advisory services for
mergers and acquisitions and other corporate finance matters, research services
and asset management. Kidder, Peabody has been classified as a discontinued
operation in the financial statements and

3
<PAGE> 5

supplementary data incorporated by reference in this Prospectus. GE Capital
Services' principal executive offices are located at 260 Long Ridge Road,
Stamford, Connecticut 06927 (telephone number (203) 357-4000).

GENERAL ELECTRIC CAPITAL CORPORATION

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, formed in 1932. Until
November 1987, GE Capital's name was General Electric Credit Corporation. The
business of GE Capital originally related principally to financing the
distribution and sale of consumer and other products of the Guarantor.
Currently, however, the type and brand of products financed and the financial
services offered are significantly more diversified. Very little of the
financing provided by GE Capital involves products that are manufactured by the
Guarantor.

GE Capital operates in four finance industry segments and in a specialty
insurance industry segment. GE Capital's financing activities include a full
range of leasing, lending, equipment management services and annuities. GE
Capital's specialty insurance activities include providing private mortgage
insurance, financial guaranty insurance, principally on municipal bonds and
structured finance issues, and creditor insurance covering international
customer loan repayments. GE Capital is an equity investor in a retail
organization and certain other service and financial services organizations. GE
Capital's operations are subject to a variety of regulations in their respective
jurisdictions.

Services of GE Capital are offered primarily in the United States of
America, Canada, Europe and the Pacific basin. GE Capital's principal executive
offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927. At
December 31, 1994, the Company employed approximately 32,000 persons.

EMPLOYERS REINSURANCE CORPORATION

ERC, together with its subsidiaries, writes all lines of reinsurance other
than title and annuities. ERC reinsures property and casualty risks written by
more than 1,000 U.S. and non-U.S. insurers, and also writes certain specialty
lines of insurance on a direct basis, principally excess workers' compensation
for self-insurers, errors and omissions coverage for insurance and real estate
agents and brokers, excess indemnity for self-insurers of medical benefits, and
libel and allied torts. ERC and certain U.S. subsidiaries are licensed in all of
the United States, the District of Columbia and certain provinces of Canada and
write property and casualty reinsurance on a direct basis and through brokers.
Other U.S. subsidiaries write excess and surplus lines insurance, and provide
reinsurance brokerage services. Subsidiaries in Denmark and the United Kingdom
write property and casualty and life reinsurance, principally in Europe, the
Pacific basin and the Middle East.

In December 1994, certain life and property and casualty affiliates of GE
Capital were transferred to ERC. These affiliates had been managed by ERC since
1986. ERC has also executed agreements to purchase certain assets comprising the
major part of the reinsurance business of Aachener Ruckversicherungs-
Gesellschaft Aktiengesellschaft ("Aachen Re") and to purchase a majority of the
outstanding shares of Frankona Ruckversicherung-Aktiengesellschaft ("Frankona
Re"). Aachen Re and Frankona Re have their head offices in Germany and provide
reinsurance services worldwide. Both transactions are subject to the receipt of
various regulatory approvals and other conditions and are expected to be
completed in the third quarter of 1995.

Insurance and reinsurance operations are subject to regulation by various
insurance regulatory agencies. ERC and its subsidiaries conduct business through
16 domestic offices and 12 foreign offices. The principal offices of ERC are
located at 5200 Metcalf Avenue, Overland Park, Kansas 66201. At December 31,
1994, ERC employed approximately 1,250 persons.

4
<PAGE> 6

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------- THREE MONTHS
1990 1991 1992 1993 1994 ENDED APRIL 1, 1995
---- ---- ---- ---- ---- -------------------
<S> <C> <C> <C> <C> <C>
1.32 1.35 1.46 1.63 1.65 1.53
</TABLE>

For purposes of computing the consolidated ratio of earnings to combined
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 annual rentals, which
the Company believes is a reasonable approximation of the interest factor of
such rentals.

THE GUARANTOR

The Guarantor is one of the largest and most diversified industrial
corporations in the world. From the time of its incorporation in 1892, it has
engaged in developing, manufacturing and marketing a wide variety of products
for the generation, transmission, distribution, control and utilization of
electricity. Over the years, development and application of related and new
technologies have broadened considerably the scope of the activities of the
Guarantor and its affiliates. The Guarantor's products include, but are not
limited to, lamps and other lighting products; major appliances for the home;
industrial automation products and components; motors; electrical distribution
and control equipment; locomotives; power generation and delivery products;
nuclear reactors; nuclear power support services and fuel assemblies; commercial
and military aircraft jet engines; materials, including engineered plastics,
silicones and cutting materials; and a wide variety of high technology products,
including products used in medical diagnostic applications.

The Guarantor also offers a broad variety of services including product
support services; electrical product supply houses; electrical apparatus
installation, engineering, repair and rebuilding services; and computer-related
information services. Through GE Capital Services and its two principal
subsidiaries, the Guarantor engages in a broad spectrum of financial services
including consumer financing, commercial and industrial financing, real estate
financing, asset management and leasing, annuity and mutual fund sales,
specialty insurance and reinsurance. Other services offered include U.S.
satellite communications furnished by GE Americom. Another wholly owned
subsidiary, National Broadcasting Company, Inc. ("NBC"), is engaged principally
in furnishing network television services, in operating television stations and
in providing cable, programming and distribution services in the United States,
Europe and Latin America. The Guarantor also licenses patents and provides
technical know-how related to products it developed, but such activities are not
material to the Guarantor.

As described above, in November 1994, the Guarantor and the Corporation
elected to terminate the operations of Kidder, Peabody by initiating an orderly
liquidation of its assets and liabilities. See "The Company -- General Electric
Capital Services, Inc." The Guarantor's Aerospace business segment, its
subsidiary GE Government Services, Inc., and a component of the Guarantor that
operated Knolls Atomic Power Laboratory under contract with the U.S. Department
of Energy (together, "GE Aerospace") were transferred on April 2, 1993, to a new
company controlled by the shareholders of Martin Marietta Corporation. The
businesses transferred provided high-technology products and services such as
automated test systems, electronics, avionic systems, computer software,
armament systems, military vehicle equipment, missile system components,
simulation systems, spacecraft, communication systems, radar, sonar and systems
integration, and a variety of specialized services for government customers.
Kidder, Peabody and GE Aerospace have been classified as discontinued operations
in the financial statements of the Guarantor.

The Guarantor has substantial export sales from the United States. In
addition, the Guarantor has majority and minority or other joint venture
interests in a number of non-U.S companies engaged primarily in manufacturing
and distributing products and providing nonfinancial services similar to those
sold within the United States. GE Capital Services' financial services
operations outside of the United States have expanded considerably over the past
several years.

The Guarantor was incorporated in the State of New York in 1892. Its
executive offices are located at 3135 Easton Turnpike, Fairfield, Connecticut
06431, telephone number (203) 373-2459.

5
<PAGE> 7

RATIOS OF EARNINGS TO FIXED CHARGES

In the following presentation, "The Guarantor except GE Capital Services"
refers to all companies (except GE Capital Services and its consolidated
affiliates) in which the Guarantor directly or indirectly has a majority
ownership or otherwise controls. "The Guarantor and Consolidated Affiliates"
refers to all of the aforementioned companies plus GE Capital Services and its
consolidated affiliates.

The Guarantor except GE Capital Services

<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31,
- ----------------------------------------------- THREE MONTHS ENDED
1990 1991 1992 1993 1994 MARCH 31, 1995
- ----- ------ ----- ----- ------ ------------------
<S> <C> <C> <C> <C> <C>
4.73x 4.84x 5.61x 6.98x 12.01x 9.59x
</TABLE>

In the above calculations, earnings for all periods consist of earnings
from continuing operations before income taxes, minority interest and cumulative
effects of changes in accounting principles of the Guarantor and its
consolidated affiliates. To determine the ratio, such consolidated earnings are
adjusted to remove undistributed earnings of GE Capital Services and its
consolidated affiliates after income taxes for each year. Earnings are also
adjusted to add amounts charged to consolidated expenses of the Guarantor and
its consolidated affiliates (except GE Capital Services and its consolidated
affiliates) during the period for interest and other financial charges and an
amount representative of the interest factor in rentals (for this purpose, the
interest factor is assumed to be one-third of rental expense). Fixed charges
consist of all interest and financial charges, including capitalized interest,
and one-third of rental expense for companies included in the consolidated
group, except GE Capital Services and its consolidated affiliates.

The Guarantor and Consolidated Affiliates

The Guarantor and consolidated affiliates ratios are presented below in
accordance with requirements of the Commission.

<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31,
- --------------------------------------------- THREE MONTHS ENDED
1990 1991 1992 1993 1994 MARCH 31, 1995
- ----- ----- ----- ----- ----- ------------------
<S> <C> <C> <C> <C> <C>
1.98x 2.01x 2.23x 2.40x 2.64x 2.20x
</TABLE>

These ratios are calculated substantially on the same basis as "The
Guarantor except GE Capital Services" set forth above, the principal difference
being that earnings before taxes, minority interest and cumulative effects of
changes in accounting principles, as well as fixed charges, include pre-tax
earnings and fixed charges of GE Capital Services and its consolidated
affiliates.

USE OF PROCEEDS

The net proceeds from the sale of the Notes will be added to the general
funds of the Company and will be available for financing its operations.
Additional short-term and long-term financing, as required, will be undertaken
at such times, and through such means, as may be appropriate.

DESCRIPTION OF NOTES

GENERAL

The Notes are to be issued under an Indenture to be dated as of
, 1995 (the "Indenture"), among the Company, the Guarantor and The
Chase Manhattan Bank (National Association), as Trustee (the "Trustee"), are
limited to $300,000,000 aggregate principal amount, and will mature on
, . The Notes will bear interest from , 1995,
payable semi-annually on and of each year, commencing
, 1996, to the persons in whose names the Notes are registered at
the close of business on the preceding and ,
respectively. The interest rate per annum will be %. The Indenture does not
limit the amount of Notes or other unsecured, subordinated debt that may be
issued thereunder or limit the amount of other debt, secured or unsecured,
whether junior or senior to, or

6
<PAGE> 8

pari passu with, the Notes that may be issued by the Company. Notes may be
issued under the Indenture in one or more series.

The statements under this heading are subject to the detailed provisions of
the Indenture, a copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. 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.

The Notes will be unsecured and will be subordinated in right of payment to
all Superior Indebtedness (as defined below) of the Company as set forth in the
Indenture.

No service charge will be made for any transfer or exchange of the Notes,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

GLOBAL NOTE, DELIVERY AND FORM

The Notes will be issued in the form of one or more fully registered Global
Notes that will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York (the "Depository") and registered in the name of the
Depository's nominee. The Depository currently limits the maximum denomination
of any single Global Note to $200,000,000. Therefore, for purposes of this
Prospectus, "Global Note" refers to the Global Note or Global Notes representing
the entire issue of Notes offered hereby.

Except as set forth below, the Global Note may be transferred, in whole and
not in part, only to another nominee of the Depository or to a successor of the
Depository or its nominee.

The Depository has advised as follows: it is a limited-purpose trust
company which was created to hold securities for its participating organizations
(the "Participants") and to facilitate the clearance and settlement of
securities transactions in such securities between Participants through
electronic book-entry changes in accounts of its Participants. Participants
include securities brokers and dealers (including the Underwriters), banks and
trust companies, clearing corporations and certain other organizations. Access
to the Depository's system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depository only through Participants or indirect participants.

The Depository advises that pursuant to procedures established by it (i)
upon issuance of the Global Note by the Company, the Depository will credit the
accounts of Participants designated by the Underwriters with the principal
amount of the Notes purchased by the Underwriters, and (ii) ownership of
beneficial interests in the Global Note will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
Depository (with respect to Participants), by the Participants (with respect to
indirect participants and certain beneficial owners) and by the indirect
participants (with respect to all other beneficial owners). The laws of some
states require that certain persons take physical delivery in definitive form of
securities which they own. Consequently, the ability to transfer beneficial
interests in the Global Note is limited to such extent.

So long as a nominee of the Depository is the registered owner of the
Global Note, such nominee for all purposes will be considered the sole owner or
holder of the Notes under the Indenture. Except as provided below, owners of
beneficial interests in the Global Note will not be entitled to have Notes
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form, and will not be considered the owners or
holders thereof under the Indenture.

Neither the Company, the Guarantor, the Trustee, any paying agent nor any
registrar of the Notes will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in the Global Note, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

7
<PAGE> 9

Principal and interest payments on the Notes registered in the name of the
Depository's nominee will be made in immediately available funds to the
Depository's nominee as the registered owner of the Global Note. Under the terms
of the Indenture, the Company, the Guarantor and the Trustee will treat the
persons in whose names the Notes are registered as the owners of such Notes for
the purpose of receiving payment of principal and interest on such Notes and for
all other purposes whatsoever. Therefore, neither the Company, the Guarantor,
the Trustee nor any paying agent has any direct responsibility or liability for
the payment of principal or interest on the Notes to owners of beneficial
interests in the Global Note. The Depository has advised the Company, the
Guarantor and the Trustee that its current practice is, upon receipt of any
payment of principal or interest, to immediately credit the accounts of the
Participants with such payment in amounts proportionate to their respective
holdings in principal amount of beneficial interests in the Global Note as shown
in the records of the Depository. The Depository's current practice is to credit
such accounts, as to interest, in next-day funds and, as to principal, in
same-day funds. Payments by Participants and indirect participants to owners of
beneficial interests in the Global Note will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of the Participants or indirect participants.

If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for the Global
Note. In addition, the Company may at any time determine not to have the Notes
represented by a Global Note and, in such event, will issue Notes in definitive
form in exchange for the Global Note. In either instance, an owner of a
beneficial interest in the Global Note will be entitled to have Notes equal in
principal amount to such beneficial interest registered in its name and will be
entitled to physical delivery of such Notes in definitive form. Notes so issued
in definitive form will be issued in denominations of $1,000 and integral
multiples thereof and will be issued in registered form only, without coupons.

SAME-DAY SETTLEMENT

Settlement for the Notes will be made by the Underwriters in immediately
available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depository's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depository to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.

SUBORDINATION

The Notes are subordinated in right of payment, to the extent and in the
manner set forth in the Indenture, to all indebtedness for borrowed money of the
Company, whether now outstanding or hereafter incurred, which is not by its
terms subordinate to other indebtedness of the Company (the "Superior
Indebtedness"). At June 30, 1995, the aggregate Superior Indebtedness of the
Company, consisting solely of short-term indebtedness, was approximately $2.786
billion. At such date all indebtedness for borrowed money of the Company
constituted Superior Indebtedness. In the event of any insolvency or bankruptcy
proceedings, and any receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relative to the Company or its property,
and, except as otherwise provided in the Indenture, in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the
Company, whether or not involving insolvency or bankruptcy proceedings, all
principal, premium, if any, and interest on the Superior Indebtedness will be
paid in full before any payment is made by the Company on the Notes. In the
event that pursuant to the terms of the Indenture any Note of any series is
declared due and payable because of the occurrence of an Event of Default, as
provided in the Indenture, and the previous sentence is not applicable, the
holders of the Notes of such series shall be entitled to payment from the
Company only after the Superior Indebtedness outstanding at the time such Note
so becomes due and payable because of such Event of Default shall first have
been paid in full or such payment shall have been provided for. (Section 12.01.)

8
<PAGE> 10

In addition, the consolidated indebtedness of the Company includes
approximately $99.421 billion aggregate principal amount of indebtedness for
borrowed money of the subsidiaries of the Company to unaffiliated third parties
at June 30, 1995 (the "Subsidiary Indebtedness"). Although the Notes are not
expressly subordinated in right of payment to the Subsidiary Indebtedness, the
Subsidiary Indebtedness is structurally superior in right of payment to the
Notes.

GUARANTEE

The Guarantor will unconditionally and irrevocably guarantee the payment of
the principal of, and premium, if any, and interest, if any, on the Notes as the
same shall become due and payable after any applicable grace period, whether at
maturity or upon redemption, declaration or otherwise. (Section 13.01.)

The rights of the holders of the Notes under the Guarantee rank equally
with the rights of all unsecured and unsubordinated creditors of the Guarantor,
and the rights of holders of the Notes to receive and retain any payments made
to them by the Guarantor under the Guarantee will not be impaired, or otherwise
in any way affected, by the subordination provisions of the Notes. (Section
13.01.)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company, the Guarantor and
the Trustee thereunder, with the consent of the holders of not less than 66 2/3%
in aggregate principal amount of the Notes of each series affected by such
supplemental indenture issued thereunder at the time outstanding, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or any supplemental indenture
or modifying in any manner the rights of the holders of Notes of each such
series, provided that no such supplemental indenture shall, among other things
(i) extend the fixed maturity of any Notes or reduce the principal amount
thereof (including in the case of a discounted Note the amount payable upon
acceleration of the maturity thereof), reduce the redemption premium thereon or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Note so affected, (ii) reduce the aforesaid
percentage of such Notes of any series, the consent of the holders of which is
required for any supplemental indenture, without the consent of the holder of
each such Note so affected or (iii) modify or affect in any manner adverse to
the holders of the Notes the terms and conditions of the Guarantee, without the
consent of the holder of each Note so affected. (Section 10.02.)

EVENTS OF DEFAULT

An Event of Default with respect to any series of Notes is defined in the
Indenture as being: default in payment of any principal or premium, if any, on
any Note of such series; default for 30 days in payment of any interest on any
Note of such series; default in the making or satisfaction of any sinking fund
payment or analogous obligation on the Notes of such series; default for 60 days
after notice in performance of any other covenant in respect of the Notes of
such series in the Indenture; a default, as defined, with respect to any other
series of Notes outstanding under the Indenture or as defined in any other
indenture or instrument evidencing or under which the Company has outstanding
any indebtedness for borrowed money, as a result of which such other series or
such other indebtedness of the Company shall have been accelerated and such
acceleration shall not have been annulled within 10 days after written notice
thereof (provided, that under the Indenture the resulting Event of Default with
respect to such series may be remedied, cured or waived by the remedying, curing
or waiving of such other default under such other series or such other
indebtedness); or certain events of bankruptcy, insolvency or reorganization in
respect of the Company or the Guarantor. (Section 6.01.) The Indenture requires
the Company and the Guarantor to file with the Trustee annually a written
statement as to the presence or absence of certain defaults under the terms
thereof. (Section 4.05.) No Event of Default with respect to a particular series
of Notes under the Indenture necessarily constitutes an Event of Default with
respect to any other series of Notes issued thereunder.

The Indenture provides that if an Event of Default with respect to any
series of Notes shall have occurred and be continuing, either the Trustee
thereunder or the holders of 25% in aggregate principal amount of the

9
<PAGE> 11

outstanding Notes of such series may declare the principal, or in the case of
discounted Notes, such portion thereof as may be described in any Prospectus
Supplement accompanying this Prospectus, of all such Notes to be due and payable
immediately, but under certain conditions such declaration may be annulled by
the holders of a majority in principal amount of such Notes then outstanding.
The Indenture provides that past defaults with respect to a particular series of
Notes (except, unless theretofore cured, a default in payment of principal of,
premium, if any, or interest, if any, on any of the Notes of such series, or the
payment of any sinking fund instalment or analogous obligation on the Notes of
such series) may be waived on behalf of the holders of all Notes of such series
by the holders of a majority in principal amount of such Notes then outstanding.
(Sections 6.01 and 6.07.)

The Trustee shall be under no obligation to exercise any of its rights or
powers under the Indenture at the request, order or direction of any of the
holders of Notes of any series issued thereunder unless such holders shall have
offered to the Trustee reasonable indemnity. (Section 7.01.) The Indenture
provides that the holders of a majority in principal amount of the Notes of any
series issued thereunder at the time outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee thereunder, or exercising any trust or power conferred on the
Trustee, with respect to the Notes of such series, provided that the Trustee may
decline to follow any such direction if it determines that the proceedings so
directed would be illegal or involve it in any personal liability. (Section
6.07.)

CONCERNING THE TRUSTEE

The Trustee extends credit facilities to the Company and the Guarantor and
the Company and the Guarantor maintain bank accounts and have other customary
banking relationships with the Trustee, all in the ordinary course of business.

10
<PAGE> 12

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
relating to the Notes, the Company has agreed to sell to the Underwriters named
below (the "Underwriters"), and each of the Underwriters has severally agreed to
purchase the respective principal amount of Notes set forth opposite its name
below:

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITERS OF NOTES
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................... $

------------
Total.......................................................... $300,000,000
===========
</TABLE>

The Company and the Guarantor have been advised by the Underwriters that
the Underwriters propose initially to offer the Notes to the public at the
public offering price set forth on the cover of this Prospectus and to certain
dealers at such public offering price less a concession not in excess of 0. %
of the principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of 0. % of the principal amount
of the Notes to certain other dealers. After the initial public offering of the
Notes, the public offering price and concession and discount to dealers may be
changed by the Underwriters.

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all the Notes, if any are taken.

The Notes are a new issue of securities with no established trading market.
The Company and the Guarantor have been advised by the Underwriters that they
intend to make a market in the Notes, but are not obligated to do so and may
discontinue such market making at any time without notice. No assurance can be
given, however, as to whether a trading market in the Notes will develop or as
to the liquidity of any trading market for the Notes. Application will be made
to list the Notes on the New York Stock Exchange.

The Company and the Guarantor have agreed to indemnify the Underwriters
against certain liabilities, including certain liabilities under the Securities
Act of 1933.

LEGAL OPINIONS

The legality of the Notes will be passed upon for the Company by Burton J.
Kloster, Jr., Senior Vice President, General Counsel and Secretary of the
Company or by Bruce C. Bennett, Associate General

11
<PAGE> 13

Counsel, Treasury Operation and Assistant Secretary of the Company. The legality
of the Guarantee will be passed upon for the Guarantor by Robert E. Healing,
Corporate Counsel of the Guarantor. The legality of the Notes and the Guarantee
will be passed upon for the Underwriters by Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York 10017. Messrs. Kloster, Bennett and Healing, together
with members of their families, own, have options to purchase and have other
interests in shares of common stock of the Guarantor.

EXPERTS

The financial statements and schedules of General Electric Capital
Services, Inc. and consolidated affiliates as of December 31, 1994 and 1993, and
for each of the years in the three-year period ended December 31, 1994,
appearing in General Electric Capital Services, Inc. Annual Report on Form 10-K
for the year ended December 31, 1994, incorporated by reference herein, have
been incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1994 financial
statements refers to a change in 1993 in the method of accounting for
investments in certain securities.

The financial statements and schedule of General Electric Company and
consolidated affiliates as of December 31, 1994 and 1993, and for each of the
years in the three-year period ended December 31, 1994, appearing in General
Electric Company's Annual Report on Form 10-K for the year ended December 31,
1994, incorporated by reference herein, have been incorporated herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the December 31, 1994 financial statements refers to a change in 1993
in the methods of accounting for postemployment benefits and for investments in
certain securities.

12
<PAGE> 14

======================================================

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE GUARANTOR
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THE GUARANTOR
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Documents Incorporated by Reference... 3
The Company........................... 3
The Guarantor......................... 5
Use of Proceeds....................... 6
Description of Notes.................. 6
Underwriting.......................... 11
Legal Opinions........................ 11
Experts............................... 12
</TABLE>

======================================================

$300,000,000

GENERAL ELECTRIC
CAPITAL SERVICES, INC.

% GUARANTEED SUBORDINATED
NOTES DUE
,

GUARANTEED ON
A SENIOR BASIS BY

GENERAL ELECTRIC COMPANY

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

PROSPECTUS
------------------------
, 1995

======================================================
<PAGE> 15

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, other than underwriting compensation, are:

<TABLE>
<S> <C>
Filing Fee for Registration Statement..................................... $103,449
Accounting Fees and Expenses.............................................. 25,000
Trustees' Fees and Expenses (including counsel fees)...................... 250
Blue Sky Filing and Counsel Fees.......................................... 20,000
Printing and Engraving Fees............................................... 10,000
Miscellaneous............................................................. 1,301
--------
Total........................................................... $130,000
========
</TABLE>

- ---------------
* Estimated, and subject to future contingencies.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(A) THE COMPANY

Section 145 of the General Corporation Law of the State of Delaware
provides that in certain circumstances a corporation may indemnify directors and
officers against the reasonable expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by them
in connection with any action, suit or proceeding by reason of being or having
been directors or officers, 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, except that if such action, suit or proceeding shall be in the
right of the corporation, indemnification shall be provided only against
reasonable expenses (including attorneys' fees) and 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
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity. A corporation shall be required to indemnify against reasonable
expenses (including attorneys' fees) 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 the Company provide that each person who at any time is or
shall have been a director, officer, employee or agent of the Company, or is or
shall have been serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, and his heirs, executors and administrators, shall be
indemnified by the Company in accordance with and to the full extent permitted
by the General Corporation Law of Delaware.

Reference is made to Article VI of the Underwriting Agreement filed as
Exhibit 1 hereto for a description of the indemnification arrangements in
connection with any underwritten offering of the securities registered hereby.

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

(B) THE GUARANTOR

Article XI of the Guarantor's By-Laws, as amended, provides as follows;

A. The Company shall, to the fullest extent permitted by applicable law as
the same exists or may hereafter be in effect, indemnify any person who is or
was or has agreed to become a director or officer of the

II-1
<PAGE> 16

Company and who is or was made or threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Company to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the fact that
he or she is or was or has agreed to become a director of officer of the
Company, or is or was serving or has agreed to serve such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid or to be paid in
settlement, taxes or penalties, and costs, charges and expenses, including
attorney's fees incurred in connection with such action or proceeding or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled. The benefits of this Paragraph A shall extend to
the heirs and legal representative of any person entitled to indemnification
under this paragraph.

B. The Company may, to the extent authorized from time to time by the
Board of Directors, or by a committee comprised of members of the Board or
members of management as the Board may designate for such purpose, provide
indemnification to employees or agents of the Company who are not officers or
directors of the Company with such scope and effect as determined by the Board,
or such committee.

C. The Company may indemnify any person to whom the Company is permitted
by applicable law to provide indemnification or the advancement of expenses,
whether pursuant to rights granted pursuant to, or provided by, the New York
Business Corporation Law or other rights created by (i) a resolution of
shareholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-laws
authorize the creation of other rights in any such manner. The right to be
indemnified and to the reimbursement or advancement of expenses incurred in
defending a proceeding in advance of its final disposition authorized by this
Paragraph C shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-laws, agreement, vote of shareholders or disinterested
directors or otherwise.

D. The right to indemnification conferred by Paragraph A shall, and any
indemnification extended under Paragraph B or Paragraph C may, be retroactive to
events occurring prior to the adoption of this Article XI, to the fullest extent
permitted by applicable law.

E. This Article XI may be amended, modified or repealed either by action of
the Board of Directors of the Company or by the vote of the shareholders.

A director or officer of a corporation organized under the New York
Business Corporation Law is entitled, under specified circumstances, to
indemnification by the corporation against reasonable expenses, including
attorney's fees, incurred by him in connection with the defense of a civil or
criminal proceeding to which he has been made, or has been threatened to be
made, a party by reason of the fact that he was such director or officer. In
certain circumstances, indemnity is provided against judgments, fines and
amounts paid in settlement. Specific court approval is required in some cases.
The foregoing statement is subject to the detailed provisions of Sections 715,
717 and 721-726 of the New York Business Corporation Law.

The directors and officers of the Guarantor are insured under officers and
directors' liability insurance policies purchased by the Guarantor and, in at
least one instance, by an individual director on behalf of herself.

II-2
<PAGE> 17

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<S> <C>
1 Form of Underwriting Agreement.
4(a) Form of Indenture dated as of , 1995 among the Company, the Guarantor
and The Chase Manhattan Bank (National Association), as Trustee.
4(b) Form of Note (including form of Guarantee).
*5(a) Opinion and consent of Bruce C. Bennett, Associate General Counsel, Treasury
Operation and Assistant Secretary of the Company.
*5(b) Opinion and consent of Robert E. Healing, Corporate Counsel of the Guarantor.
12(a) Computation of ratio of earnings to fixed charges of the Company.
(b) Computation of ratio of earnings to fixed charges of the Guarantor.
23 Consent of KPMG Peat Marwick (contained in Part II of this Registration Statement).
Consents of Bruce C. Bennett and Robert E. Healing are included in their respective
opinions referred to in Exhibit 5 above.
24(a) Power of Attorney in respect of the Company.
(b) Power of Attorney in respect of the Guarantor.
25 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National Association), in respect of the Indenture
filed as Exhibit 4(a).
</TABLE>

- ---------------
* To be filed subsequently.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake: (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. 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) (sec.230.424(b) of this chapter) 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; 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 annual report of either of the
registrants pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration

II-3
<PAGE> 18

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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have 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
either or both of the registrants of expenses incurred or paid by a director,
officer or controlling person of either or both of the registrants 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 or registrants in question will, unless in the
opinion of its or their 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-4
<PAGE> 19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, General
Electric Capital Services, Inc. certifies that is 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 June 29, 1995.

GENERAL ELECTRIC CAPITAL SERVICES,
INC.

By /s/ JAMES A. PARKE
------------------------------------
(JAMES A. PARKE)
SENIOR VICE PRESIDENT, FINANCE

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.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------- ------ -------
<S> <C> <C>

* Chairman of the Board, June 29, 1995
- ------------------------------------------- President and Chief
(GARY C. WENDT) Executive Officer
(Principal Executive
Officer)

/s/ JAMES A. PARKE Senior Vice President, June 29, 1995
- ------------------------------------------- Finance (Principal
(JAMES A. PARKE) Financial Officer)

* Vice President and June 29, 1995
- ------------------------------------------- Controller (Principal
(JOAN C. AMBLE) Accounting Officer)

* Senior Vice President, June 29, 1995
- ------------------------------------------- Corporate Treasury
(JEFFREY S. WERNER) and Global Funding
Operation

* Director June 29, 1095
- -------------------------------------------
(KAJ AHLMANN)

* Director June 29, 1995
- -------------------------------------------
(NIGEL D.T. ANDREWS)

* Director June 29, 1995
- -------------------------------------------
(JAMES R. BUNT)

* Director June 29, 1995
- -------------------------------------------
(DENNIS D. DAMMERMAN)
</TABLE>

II-5
<PAGE> 20

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------- ----------------------- ------------------------
<S> <C> <C>

* Director
- -------------------------------------------
(PAOLO FRESCO)

* Director
- -------------------------------------------
(DALE F. FREY)
* Director
- -------------------------------------------
(BENJAMIN W. HEINEMAN, JR.)

* Director
- -------------------------------------------
(HUGH J. MURPHY)

* Director
- -------------------------------------------
(DENIS J. NAYDEN)

June 29, 1995

* Director
- -------------------------------------------
(MICHAEL A. NEAL)

Director
- -------------------------------------------
(JOHN M. SAMUELS)

* Director
- -------------------------------------------
(EDWARD D. STEWART)

Director
- -------------------------------------------
(JOHN F. WELCH, JR.)

*By /s/ JAMES A. PARKE Attorney-in-fact
- -------------------------------------------
(JAMES A. PARKE)
</TABLE>

II-6
<PAGE> 21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, General
Electric Company 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 Fairfield, State of Connecticut, on June 23,
1995.

GENERAL ELECTRIC COMPANY

By: /s/ PHILIP D. AMEEN
-----------------------------------
(NAME)
(TITLE)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------

<S> <C> <C>
* Chairman of the Board
- ------------------------------------------ (Principal Executive Officer
(JOHN F. WELCH, JR.) and Director)

* Senior Vice
- ------------------------------------------ President -- Finance (Principal
(DENNIS D. DAMMERMAN) Financial Officer and Director)

/s/ PHILIP D. AMEEN Vice President and Comptroller
- ------------------------------------------ (Principal Accounting Officer)
(PHILIP D. AMEEN)

Director
- ------------------------------------------
(H. BREWSTER ATWATER, JR.)

* Director
- ------------------------------------------
(D. WAYNE CALLOWAY)

* Director
- ------------------------------------------
(SILAS S. CATHCART)

Director
- ------------------------------------------
(LAWRENCE E. FOURAKER)

* Director
- ------------------------------------------
(PAOLO FRESCO)

* Director
- ------------------------------------------
(CLAUDIO X. GONZALEZ)

* Director
- ------------------------------------------
(ROBERT E. MERCER)

* Director
- ------------------------------------------
(GERTRUDE G. MICHELSON)
</TABLE>

II-7
<PAGE> 22

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ -------------------------------

<S> <C> <C>
* Director
- ------------------------------------------
(ROGER S. PENSKE)

* Director
- ------------------------------------------
(BARBARA SCOTT PREISKEL)

* Director
- ------------------------------------------
(FRANK H.T. RHODES)

* Director
- ------------------------------------------
(ANDREW C. SIGLER)

Director
- ------------------------------------------
(DOUGLAS A. WARNER III)

A majority of the Board of Directors.

By: /s/ PHILIP D. AMEEN
- ------------------------------------------
(NAME)
(ATTORNEY-IN-FACT)
</TABLE>

Dated: June 23, 1995

II-8
<PAGE> 23

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
General Electric Capital Services, Inc.

We consent to the incorporation by reference in the joint Registration
Statement on Form S-3 of General Electric Capital Services, Inc. and General
Electric Company of our report dated February 10, 1995 relating to the statement
of financial position of General Electric Capital Services, Inc. and
consolidated affiliates as of December 31, 1994 and 1993 and the related
statements of current and retained earnings and cash flows and related schedules
for each of the years in the three-year period ended December 31, 1994, which
report appears in the December 31, 1994 Annual Report on Form 10-K of General
Electric Capital Services, Inc. Our report refers to a change in 1993 in the
method of accounting for investments in certain securities.

We consent to the incorporation by reference in the joint Registration
Statement on Form S-3 of General Electric Capital Services, Inc. and General
Electric Company of our report dated February 10, 1995 relating to the statement
of financial position of General Electric Company and consolidated affiliates as
of December 31, 1994 and 1993 and the related statements of earnings and cash
flows for each of the years in the three-year period ended December 31, 1994,
and the related schedule, which report appears in the December 31, 1994 Annual
Report on Form 10-K of General Electric Company. Our report refers to a change
in 1993 in the methods of accounting for post employment benefits and for
investments in certain securities.

We also consent to the reference to our firm under the heading "Experts" in
the Registration Statement.

KPMG PEAT MARWICK LLP

Stamford, Connecticut
July , 1995
------------------------

CONSENTS OF COUNSEL

The consents of Bruce C. Bennett, Associate General Counsel, Treasury
Operation and Assistant Secretary of the Company and of Robert E. Healing,
Corporate Counsel of the Guarantor to the reference to each under Legal Opinions
in the Prospectus, and to the use of their respective opinions as Exhibits to
the Registration Statement, are included in said opinions.

II-9
<PAGE> 24

EXHIBITS

- ---------------
* To be filed subsequently.

<PAGE> 1
EXHIBIT 1

New York, New York

To the Representative(s) named in
Schedule I hereto of the Under-
writers named in Schedule II hereto

Dear Sirs:

General Electric Capital Services, Inc., a Delaware
corporation (hereinafter referred to as the Company), proposes to issue its
Notes described in Schedule I hereto (hereinafter referred to as the Notes) to
be issued pursuant to the provisions of the Indenture relating thereto listed
in Schedule I hereto (hereinafter referred to as the Note Indenture), between
the Company, General Electric Company, a New York corporation (hereinafter
referred to as the Guarantor) and the Trustee named in Schedule I hereto
(hereinafter referred to as the Note Trustee), and the Guarantor proposes to
guarantee the due and punctual payment by the Company of principal and interest
and all other moneys payable on the Notes, in accordance with the terms of the
guarantee (hereinafter referred to as the Guarantee) endorsed on each Note.
The Notes and the Guarantee are sometimes herein collectively called the
"Securities". The Company and the Guarantor have filed with the Securities and
Exchange Commission (hereinafter referred to as the Commission), and there has
become effective, a registration statement (the file number of which is set
forth in Schedule I hereto), including a prospectus, relating to the
Securities. The registration statement as amended to the date of this
Agreement is hereinafter referred to as the Registration Statement, and the
prospectus as amended to the date of this Agreement is hereinafter referred to
as the Prospectus (including in each case documents incorporated by reference).

The Company hereby agrees to sell to the several Underwriters
named in Schedule II hereto, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agree to purchase from the Company, severally and not
jointly, the principal amounts of Notes, guaranteed as aforesaid by the
Guarantor, set forth opposite

<PAGE> 2

their names in Schedule II hereto, plus accrued interest, if any, from the date
set forth in Schedule I hereto to the date of payment and delivery.

II.

The Company is advised by you that the Underwriters propose to
make a public offering of their respective portions of the Securities as soon
after this Agreement is entered into as in your judgment is advisable (unless
the timing of the offering is otherwise described in Schedule I hereto). The
terms of the public offering of the Notes are as specified in Schedule I
hereto.

III.

Payment for the Notes, guaranteed as aforesaid by the
Guarantor, shall be made by wire transfer in immediately available funds
(unless payment in other form or funds is specified in Schedule I hereto) to
the account of the Company specified by the Company to the Underwriters the
business day prior to the time of closing, on the date and at the time
specified in Schedule I hereto, upon delivery to you for the respective
accounts of the several Underwriters of the Notes, guaranteed as aforesaid by
the Guarantor, registered in such names and in such denominations as you shall
request in writing not less than two full business days prior to the date of
delivery. The time and date of such payment and delivery are herein referred
to as the Closing Date.

IV.

The several obligations of the Underwriters hereunder are
subject to the following conditions:

(a) to be satisfied by the Company:

(1) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for such
purpose shall be pending before or threatened by the Commission, and
there shall have been no material adverse change in the condition of
the Company and its subsidiaries, taken as a whole, from that set
forth in the Registration Statement and the Prospectus; and you shall
have received on the Closing Date a certificate, dated the Closing
Date and signed by an executive officer of the Company, to the
foregoing effect. The officer making such certificate may rely upon
the best of his knowledge as to proceedings pending or threatened.

<PAGE> 3

(2) You shall have received on and as of the Closing Date
an opinion of either the Senior Vice President, General Counsel and
Secretary of the Company or the Associate General Counsel and
Assistant Secretary of the Company, dated the Closing Date, to the
effect that (i) the Company has been duly incorporated and is validly
existing under the laws of the State of New York; (ii) the Company is
duly qualified to transact business and is in good standing in the
jurisdictions in which the conduct of its business or the ownership of
its property requires such qualification; (iii) the Note Indenture has
been duly authorized, executed and delivered by the Company, is a
valid and binding agreement of the Company and has been qualified
under the Trust Indenture Act of 1939, as amended; (iv) the Notes have
been duly authorized and, when executed and authenticated in
accordance with the provisions of the Note Indenture and delivered to
and paid for by the Underwriters, will be valid and binding
obligations of the Company and will be entitled to the benefits of the
Note Indenture; (v) this Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of
the Company, except as rights to indemnity and contribution hereunder
may be limited under applicable law; (vi) neither the execution and
delivery of this Agreement nor the issuance and sale of the Notes by
the Company as provided herein will contravene the Organization
Certificate or by-laws of the Company or result in any violation of
any of the terms or provisions of any law, rule or regulation (other
than with respect to applicable state securities or Blue Sky laws, as
to which such counsel need not express any opinion) or of any
indenture, mortgage or other agreement or instrument known to such
counsel by which the Company or any of its subsidiaries is bound;
(vii) the statements contained in the Prospectus under the caption
"Description of Notes" fairly present the matters referred to therein;
(viii) each document incorporated by reference in the Prospectus which
was filed pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (except for the financial statements and
schedules and other financial and statistical material included
therein or omitted therefrom, as to which such counsel need not
express any opinion) complied when so filed as to form in all material
respects with the Exchange Act and the applicable rules and
regulations thereunder; (ix) the Registration Statement and the
Prospectus and any supplements and amendments thereto (except for the
financial statements and schedules and other financial

<PAGE> 4

and statistical material included therein or omitted therefrom and
except for supplements relating only to securities other than the
Securities, as to which such counsel need express no opinion) comply
as to form in all material respects with the Act and the rules and
regulations of the Commission thereunder; and (x) such counsel
believes that (except for the financial statements and schedules and
other financial and statistical material included therein or omitted
therefrom, as to which such counsel need not express any belief) each
part of the Registration Statement at the time such part became
effective did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the
Prospectus as of the date of the prospectus supplement relating to the
Securities did not, and the Prospectus (as amended or supplemented)
does not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made
not misleading.

(b) to be satisfied by the Guarantor:

(1) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for such
purpose shall be pending before or threatened by the Commission, and
there shall have been no material adverse change (not in the ordinary
course of business) in the condition of the Guarantor and its
subsidiaries, taken as a whole, from that set forth in the
Registration Statement and the Prospectus; and you shall have received
on the Closing Date a certificate of the Guarantor, dated the Closing
Date and signed by an officer of the Guarantor, to the foregoing
effect. The officer making such certificate may rely upon the best of
his knowledge as to proceedings pending or threatened.

(2) You shall have received on and as of the Closing Date
an opinion of the Corporate Counsel of the Guarantor, dated the
Closing Date, to the effect that (i) the Guarantor has been duly
incorporated, is validly existing and in good standing under the laws
of the State of New York; (ii) the Note Indenture has been duly
authorized, executed and delivered by the Guarantor, is a valid and
binding agreement of the Guarantor, enforceable in accordance with is
terms

4
<PAGE> 5

(subject to applicable equitable principles and except as may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally) and the Note Indenture has
been qualified under the Trust Indenture Act of 1939, as amended;
(iii) the Guarantee has been duly authorized and, when executed and
endorsed on the Notes in accordance with the provisions of the Note
Indenture, will be a valid and binding obligation of the Guarantor,
enforceable in accordance with its terms (subject to applicable
equitable principles and except as may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting creditors'
rights generally); (iv) this Agreement has been duly authorized,
executed and delivered by the Guarantor and is a valid and binding
agreement of the Guarantor, enforceable in accordance with its terms
(subject to applicable equitable principles and except as rights to
indemnity and contribution hereunder may be limited under applicable
law and except as may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights
generally); (v) neither the execution and delivery of this Agreement
nor the execution and delivery of the Guarantee by the Guarantor as
provided herein will contravene the Restated Certificate of
Incorporation, as amended, or by-laws, as amended, of the Guarantor or
result in any violation of any of the terms or provisions of any law,
rule or regulation (other than with respect to applicable state
securities or Blue Sky laws, as to which such counsel need not express
any opinion) or of any indenture, mortgage or other agreement or
instrument known to such counsel by which the Guarantor or any of its
subsidiaries is bound; (vi) such counsel believes that each document
incorporated by reference in the Prospectus which was filed by the
Guarantor pursuant to the Exchange Act (except for the financial
statements and schedules and other financial statistical data
contained, referred to or incorporated by reference therein or omitted
therefrom, as to which, in each case, such counsel need not express
any opinion) complied when so filed as to form in all material
respects with the Exchange Act and the applicable rules and
regulations of the Commission thereunder; (vii) such counsel believes
that the Registration Statement and the Prospectus and any supplements
and amendments thereto as of their respective effective or issue dates
(except for (a) the financial statements and schedules and other
financial and statistical data contained, referred to or incorporated
by reference therein or omitted therefrom,

5
<PAGE> 6

(b) the statements contained in the Prospectus under the captions
"Description of Notes" and "Plan of Distribution", and (c) supplements
and amendments relating only to securities other than the Securities,
as to which, in each case, such counsel need express no opinion)
insofar as they related to the Guarantor and the Guarantee complied as
to form in all material respects with the Act and the applicable rules
and regulations of the Commission thereunder; and (viii) such counsel
believes that (except for (a) the financial statements and schedule and
other financial and statistical data contained, referred to or
incorporated by reference therein or omitted therefrom, (b) the
statements contained in the Prospectus under the captions "Description
of Notes" and "Plan of Distribution", and (c) supplements and
amendments relating only to securities other than the Securities, as to
which, in each case, such counsel need not express any belief) each
part of the Registration Statement that relates to the Guarantor or the
Guarantee, at the time such part became effective, did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus, as of the date of the
prospectus supplement relating to the Securities, did not, and the
Prospectus (as amended or supplemented, other than as to supplements
relating only to securities other than the Securities) does not contain
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

In rendering such opinion, such counsel (1) may rely as to
matters of fact, to the extent such counsel deems proper, on certificates of
responsible officers and public officials and (2) may state that such counsel
expresses no opinion as to laws, rules, regulations, consents, approvals,
authorizations or orders other than those of the State of New York and the
federal law of the United States of America, provided that no opinion need be
expressed on or in respect to the New York securities laws.

(c) You shall have received on and as of the Closing Date
an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the
Closing Date, covering the matters in clauses (iii), (iv), (v), (vii), (ix) and
(x) of paragraph (a)(2) above and the matters in clauses (ii), (iii), (iv),
(vii) and (viii) of paragraph (b)(2) above.

6
<PAGE> 7

In rendering the opinion referred to in paragraph (a)(2)
above, such counsel may state that with respect to (ix) and (x) of paragraph
(a)(2) above, such counsel's opinion and belief is based upon his participation
in the preparation of the Registration Statement and the Prospectus and any
amendments and supplements thereto (including documents incorporated by
reference therein) and review and discussion of the contents thereof, but is
without independent check or verification except as stated therein. In
rendering the opinion referred to in paragraph (b)(2) above, such counsel may
state that with respect to (vi), (vii) and (viii) thereof, such counsel's
belief is based upon review and discussion of the contents of the Registration
Statement and the Prospectus and any amendments and supplements thereto
(including documents incorporated by reference) by him or members of his staff
who report to him or with certain officials of the Guarantor, but are without
independent check or verification except as stated therein. In rendering the
opinions referred to in paragraph (c) above, such counsel may state that with
respect to (ix) and (x) of paragraph (a)(2) above and (vii) and (viii) of
paragraph (b)(2) above, such counsel's opinion and belief is based upon their
participation in the preparation of the Registration Statement and the
Prospectus and any amendments and supplements thereto (other than documents
incorporated by reference) and upon their review and discussion of the contents
thereof (including documents incorporated by reference), but is without
independent check or verification except as stated therein.

(d) You shall have received on the Closing Date, a letter
dated the Closing Date in form and substance satisfactory to you, from KPMG
Peat Marwick LLP, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort letters"
to underwriters concerning the financial statements and certain financial
information with respect to each of the Company and the Guarantor contained in
or incorporated by reference into the Registration Statement and the
Prospectus.

(a) In further consideration of the agreements of the
Underwriters herein contained, the Company covenants as follows:

(1) To furnish to each of you without charge two copies
of the Registration Statement (including exhibits and documents
incorporated by reference), and to each other Underwriter a copy of
the Registration

7
<PAGE> 8

Statement (without exhibits but including documents incorporated by
reference), and, during the period mentioned in paragraph (c) below,
as many copies of the Prospectus and any amendments or supplements
thereto prepared pursuant to paragraph (c) below as you may reasonably
request. The terms "supplement" and "amendment" or "amend" as used in
this Agreement include all documents subsequently filed by the Company
or the Guarantor pursuant to the Exchange Act which are deemed to be
incorporated by reference in the Prospectus from the date of filing
such documents in accordance with Form S-3.

(2) To prepare and file (or mail for filing) with the
Commission pursuant to Rule 424 under the Act, as promptly as
practicable after the execution of this Agreement, a prospectus
supplement setting forth such information as is necessary so that the
Prospectus, when delivered to a purchaser of the Securities, will
comply with law and, before amending the Registration Statement or
supplementing the Prospectus with respect to the Securities, to
furnish you a copy of each such proposed amendment or supplement.

(3) If, during such period after the first date of the
public offering of the Securities as in the opinion of your counsel a
prospectus is required by law to be delivered in connection with sales
by an Underwriter or dealer, any event shall occur as a result of
which it is necessary to amend or supplement the Prospectus in order
to make the statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you shall
furnish to the Company) to which Securities may have been sold by you
on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances when the Prospectus is delivered to
a purchaser, be misleading or so that the Prospectus will comply with
law.

(4) To endeavor to qualify the Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as
you shall reasonably request and to pay all expenses (including fees
and disbursements of counsel) in connection with such qualification
and

8
<PAGE> 9

in connection with the determination of the eligibility of the
Securities for investment under the laws of such jurisdictions as you
may designate; provided that the Company shall not be required to
qualify to do business in any jurisdiction where it is not now
qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now
subject or to qualify the Securities for offer and sale in any
jurisdiction (notified to the Representative prior to the execution of
the Underwriting Agreement) in which the Company is unable or
unwilling to comply with disclosure or reporting requirements imposed
by such jurisdiction.

(5) To make generally available to its security holders
as soon as practicable an earnings statement (which need not be
audited) covering a twelve-month period beginning after the date of
this Agreement which shall satisfy the provisions of Section 11(a) of
the Act and the rules and regulations of the Commission thereunder.

(b) In further consideration of the agreements of the
Underwriters herein contained, the Guarantor covenants to make generally
available to its security holders as soon as practicable an earnings statement
(which need not be audited) covering a twelve-month period beginning after the
date of this Agreement which shall satisfy the provisions of Section 11(a) of
the Act and the rules and regulations of the Commission thereunder.

VI.

The Company represents and warrants to each Underwriter that
(i) each document filed by the Company pursuant to the Exchange Act which is
incorporated by reference in the Prospectus complied when so filed in all
material respects with the Exchange Act and the rules and regulations
thereunder, and each document, if any, hereafter filed and so incorporated by
reference in the Prospectus will comply when so filed with the Exchange Act,
rules and regulations; (ii) the Registration Statement and the Prospectus
comply, and the Registration Statement and the Prospectus (and any amendments
and supplements thereto, other than supplements relating only to securities
other than the Securities) will on the Closing Date comply, in all material
respects with the Act and the applicable rules and regulations of the
Commission thereunder; (iii) each preliminary prospectus, if any, filed
pursuant to Rule 424 under the Act complied when so filed in all material
respects with the Act and the applicable rules and

9
<PAGE> 10

regulations thereunder; and (iv) each part of the Registration Statement at the
time such part became effective did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Prospectus as
of the date of the prospectus supplement relating to the Notes did not, and the
Prospectus (as amended or supplemented, other than as to supplements relating
only to securities other than the Securities) on the Closing Date will not,
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; except that these representations
and warranties do no apply to statements or omissions in the Registration
Statement or the Prospectus or any preliminary prospectus (x) that relate to the
Guarantor or the Guarantee or (y) based upon information furnished to the
Company in writing by any Underwriter expressly for use therein.

The Guarantor represents and warrants to each Underwriter that
(i) each document filed by the Guarantor pursuant to the Exchange Act which is
incorporated by reference in the Prospectus complied when so filed in all
material respects with the Exchange Act and the rules and regulations
thereunder, and each document, if any, hereafter filed and so incorporated by
reference in the Prospectus will comply when so filed with the Exchange Act,
rules and regulations; and (ii) each part of the Registration Statement at the
time such part became effective did not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Prospectus as
of the date of the prospectus supplement relating to the Notes did not, and the
Prospectus (as amended or supplemented, other than as to supplements relating
only to securities other than the Securities) on the Closing Date will not,
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that these
representations and warranties apply to statements or omissions in the
Registration Statement or the Prospectus only insofar as they relate to the
Guarantor or the Guarantee.

The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act, or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities caused by any
untrue

<PAGE> 11

statement or alleged untrue statement of a material fact contained in the
Registration Statement, any preliminary prospectus or the Prospectus (if used
within the period set forth in paragraph (c) of Article V hereof and as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission (x) that relates to the Guarantor or the
Guarantee or (y) based upon information furnished in writing to the Company by
any Underwriter expressly for use therein; provided, however, that the
foregoing indemnity agreement with respect to any preliminary prospectus or any
Prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any losses, claims, damages or liabilities otherwise covered
by this paragraph purchased Securities, or to the benefit of any person
controlling such Underwriter, if a copy of the Prospectus (as then amended and
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Underwriter to such
person if required by law so to have been delivered, at or prior to the written
confirmation of the sale of Securities to such person, and if the Prospectus
(as so amended or supplemented, would have cured the defect giving rise to such
loss, claim, damage or liability.

The Guarantor agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act, or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, any preliminary prospectus or the Prospectus (if
used within the period set forth in paragraph (c) of Article V hereof and as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission that relates to the Guarantor or the
Guarantee, provided, however, that the foregoing indemnity with respect to any
preliminary prospectus or any Prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any losses, claims, damages or

11
<PAGE> 12

liabilities otherwise covered by this paragraph purchased Securities, or to the
benefit of any person controlling such Underwriter, if a copy of the Prospectus
(as then amended and supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person if required by law so to have been delivered,
at or prior to the written confirmation of the sale of Securities to such
person, and if the Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such loss, claim, damage or liability.

Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor, and each person, if
any, who controls the Company or the Guarantor, as the case may be, within the
meaning of Section 15 of the Act, or Section 20 of the Exchange Act, to the
same extent as the foregoing indemnities from the Company and the Guarantor to
each Underwriter, but only with reference to information relating to such
Underwriter furnished in writing by such Underwriter expressly for use in the
Registration Statement, the Prospectus or any preliminary prospectus.

In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the three preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party, and any others the indemnifying party may designate in such proceeding
and shall pay the reasonable fees and expenses of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel of (ii) the named parties to any proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to local counsel) for all
such indemnified

12
<PAGE> 13

parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Manager in the case
of parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parties indemnified pursuant to the first preceding
paragraph. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.

If the indemnification provided for in this Article VI is
unavailable to an indemnified party in respect of any losses, claims, damages
or liabilities referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) if the indemnifying party is the Company or the Guarantor,
in such proportion as is appropriate to reflect the relative benefits received
by the Company or the Guarantor on the one hand and the Underwriters on the
other from the offering of the Securities, (ii) if the indemnifying party is an
Underwriter, in such proportion as is appropriate to reflect the relative fault
of such Underwriter on the one hand and the Company and/or the Guarantor on the
other hand in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, or (iii) if the allocation
provided by clause (i) or clause (ii) above, as the case may be, is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above or the relative
fault referred to in clauses (ii) above, as the case may be, but also such
relative fault (in cases covered by clause (i)) or such relative benefits (in
cases covered by clause (ii)) as well as any other relevant equitable
considerations. The relative benefits received by the Company or the Guarantor
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the
Prospectus. The relative fault of the Company or the Guarantor on the one hand
and of the Underwriters on the other shall be determined by reference to, among
other things, whether the untrue statement or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information

13
<PAGE> 14

supplied by the Company or the Guarantor or statements made or furnished by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

The Company, the Guarantor and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Article VI
were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations provided for, in the
respective cases, in clauses (i), (ii) and (iii) of the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Article VI, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by such Underwriter and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Article VI are several, in proportion to the
respective amounts of Notes purchased by each of such Underwriters, and not
joint.

The indemnity and contribution agreements contained in this
Article VI and the representations and warranties of the Company and the
Guarantor in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company or the Guarantor or their
respective directors or officers or any person controlling either the Company
or the Guarantor and (iii) acceptance of and payment for the Securities.

14
<PAGE> 15

VII.

Unless otherwise provided in Schedule I hereto, this Agreement
shall be subject to termination in the discretion of a majority in interest of
the Underwriters at any time prior to the Closing Date, by notice given to the
Company, if (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited; (ii) a general moratorium on
commercial banking activities in the State of New York or the United States
shall have been declared by Federal authorities; or (iii) there shall have
occurred any material outbreak, or material escalation, of hostilities or other
national or international calamity or crisis, of such magnitude and severity in
its effect on the financial markets of the United States, in the reasonable
judgment of a majority in interest of the Underwriters, as to prevent or
materially impair the marketing, or enforcement of contracts for sale, of the
Securities.

VIII.

If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of the Company or
the Guarantor to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company or the Guarantor shall be
unable to perform their respective obligations under this Agreement, the
Company will reimburse the Underwriters or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Securities.

This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

15
<PAGE> 16

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Very truly yours,

GENERAL ELECTRIC CAPITAL
SERVICES, INC.

By:
--------------------------------
Name:
Title:

GENERAL ELECTRIC COMPANY

By:
-------------------------------
Name:
Title:

Accepted, as of the date set
forth in Schedule I hereto.

,
- -----------------------------------
acting severally
on behalf of the Underwriters named
in Schedule II hereto.

By:
-------------------------------
Name:
Title:

16
<PAGE> 17

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Very truly yours,

GENERAL ELECTRIC CAPITAL
SERVICES, INC.

By:
--------------------------------
Name:
Title:

GENERAL ELECTRIC COMPANY

By:
--------------------------------
Name:
Title:

Accepted, as of the date set
forth in Schedule I hereto.

,
- -----------------------------------
acting severally
on behalf of the Underwriters named
in Schedule II hereto.

By:
-------------------------------
Name:
Title:

17
<PAGE> 18

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Very truly yours,

GENERAL ELECTRIC CAPITAL
SERVICES, INC.

By:
--------------------------------
Name:
Title:

GENERAL ELECTRIC COMPANY

By:
--------------------------------
Name:
Title:

Accepted, as of the date set
forth in Schedule I hereto.

,
- -----------------------------------
acting severally
on behalf of the Underwriters named
in Schedule II hereto.

By:
-------------------------------
Name:
Title:

18
<PAGE> 19
SCHEDULE I

Underwriting Agreement dated as of ______________________

Registration Statement No._____________________________

Representative(s) and address(es):

Title of Securities: __% Guaranteed Subordinated Notes due
________________________

Principal Amount of Notes: $300,000,000

Title of Note Indenture: Indenture dated as of ______________ among General
Electric Capital Services, Inc., General Electric
Company, as Guarantor, and Chase Manhattan Bank,
National Association, as Trustee

Note Trustee: Chase Manhattan Bank, National Association

Transfer Agent and Registrar: Chase Manhattan Bank,
National Association

Certain Terms of the Securities:

Maturity:____________________

Interest Rate:______________

Interest Payment Dates: ____________ and _____________ of each year,
commencing _______________________

Redemption Provisions: The Notes are not redeemable prior to maturity

Repayment Provisions: The Notes are not repayable at the option of
the Holder

The Securities are to be represented by one or more Global Notes issued to the
nominee of The Depository Trust Company unless otherwise indicated in this
Schedule I.

<PAGE> 20

Purchase Price: ____% of the principal amount of the Securities, plus accrued
interest, if any, on the Securities from _____________ ______.

The Securities are to be offered to the public at the Initial Public Offering
Price specified below, and to dealers at prices which represent concessions not
in excess of the Dealer Concession set forth below, and any Underwriter may
allow and such dealers may reallow concessions not in excess of the Reallowance
Concession set forth below.

Initial Public Offering Price: _____% of the principal amount of the
Securities, plus accrued interest, if any, on the Securities from ___________.

Dealer Concession: ___% of the principal
amount of the Securities.

Reallowance Concession: ___% of the principal
amount of the Securities.

Applicability of Article VII:

If Article VII does not constitute a part
of this Agreement, place an "X" in the box
which follows:
/ /

Payment (if other than by wire transfer in immediately
available funds):

Closing: ______________ at 10:00 a.m., New York City time, at the
offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New 10017

<PAGE> 21

The foregoing terms set forth on this Schedule I are hereby
confirmed.

GENERAL ELECTRIC CAPITAL
SERVICES, INC.