GENERAL ELECTRIC CAPITAL CORP ET AL
424B3, 1994-11-17
FINANCE LESSORS
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PROSPECTUS                 Pricing Supplement No. 2039 
Dated April 1, 1994        Dated November 10, 1994
PROSPECTUS SUPPLEMENT      Rule 424(b)(3)-Registration Statement
                                 No. 33-54009
Dated April 1, 1994        Rule 424(b)(3)-Registration Statement
                                 No. 33-54011



              GENERAL ELECTRIC CAPITAL CORPORATION
                    GLOBAL MEDIUM-TERM NOTES
                      (Floating Rate Notes)

Series:    A X     B __    C __      Trade Date:  November 10, 1994

Principal Amount (in Specified Currency): US$300,000,000

Settlement Date (Original Issue Date): November 21, 1994

If Specified Currency is other than U.S. dollars, 
equivalent amount in U.S. dollars: N/A

Maturity Date: November 21, 1995

Agent's Discount or Commission:  0.0500%

Price to Public (Issue Price):  100.000%

Net Proceeds to Issuer (in Specified Currency): US$299,850,000

Interest Rate:

  Interest Calculation:
  X  Regular Floating Rate
  __ Inverse Floating Rate
  __ Other Floating Rate      

  Interest Rate Basis:
  __ CD Rate   __ Commercial Paper Rate   __ Federal Funds Rate
  __ Prime Rate   __ LIBOR  __ Treasury Rate
  __ Other (as described below under "Additional Terms")

  Spread (Plus or Minus):  minus 2.6800%
  Spread Multiplier:  N/A



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

<PAGE>
                      (Floating Rate Notes)
                                                       Page 2
                       Amended Pricing Supplement No. 2039
                       Dated November 10, 1994
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54009
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54011




  Index Maturity:  N/A
  Index Currency:  N/A

  Maximum Interest Rate:  N/A
  Minimum Interest Rate: N/A

  Alternate Rate Event Spread:  N/A

  Initial Interest Rate Per Annum:  To be determined two Business
       Days prior to the Original Issue Date.

  Interest Payment Period:  __ Annual    __ Semi-Annual
  __ Monthly   X  Quarterly

  Interest Payment Dates if other than as set forth in the
  Prospectus Supplement:  Each November 21, February 21, May 21
       and August 21, commencing February 21, 1995.

  Interest Reset Periods and Dates:
  X  Daily    __ Weekly    __ Monthly   __ Quarterly
  __ Semiannually   __ Annually;  See "Additional Terms--Interest".

  Interest Determination Dates if other than as set forth in the
  Prospectus Supplement:  Two Business Days prior to each Interest
       Reset Date.

Form of Notes:

  X  DTC registered        __ non-DTC registered

Repayment, Redemption and Acceleration:

  Optional Repayment Date:  N/A
  Annual Redemption Percentage Reduction:  N/A
  Initial Redemption Date:  N/A
  Initial Redemption Percentage:  N/A

Amortizing Notes:

  Amortization Schedule: N/A

Dual Currency Notes:

  Face Amount Currency:  N/A
  Optional Payment Currency: N/A  
  Designated Exchange Rate: N/A 

<PAGE>
                      (Floating Rate Notes)
                                                       Page 3
                       Amended Pricing Supplement No. 2039
                       Dated November 10, 1994
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54009
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54011





Indexed Notes:

  Currency Base Rate:  N/A

Additional Terms:
  
  Interest.

  The interest rate applicable to each daily Interest Reset Period
will equal the Prime Rate (as defined below) minus the Spread set
forth on the cover page of this Pricing Supplement.  Interest will
be payable quarterly on each February 21, May 21, August 21 and
November 21, commencing February 21, 1995 (each, an "Interest
Payment Date").  Interest will reset each Business Day (each, an
"Interest Reset Date") from the Original Issue Date up to but
excluding the Maturity Date.  The Interest Determination Date with
respect to an Interest Reset Date will be two Business Days prior
to each Interest Reset Date.  Interest payments on the Notes will
equal the amount of interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has
been paid (or from and including the Original Issue Date, if no
interest has been paid with respect to the Notes) to but excluding
the related Interest Payment Date.

  "Prime Rate" means, with respect to any Interest Reset Date, the
rate appearing on Telerate Page 125 (as defined below) on the
related Interest Determination Date under the heading "Bank Prime
Rate History".  If Telerate Page 125 is not available on such
Interest Determination Date, then the Prime Rate for the related
Interest Reset Date shall be the rate appearing in the Federal
Reserve Statistical Release H.15(519) opposite the caption "Bank
Prime Loan" for such Interest Determination Date.  If Telerate Page
125 and the Federal Reserve Statistical Release H.15(519) are not
available on any Interest Determination Date, the Prime Rate
applicable to such Interest Reset Date shall be the arithmetic mean
of the rates appearing on Telerate Page 38 (as defined below) under
the heading "Prime Rates-Top 30 U.S. Banks" on such date.  If
Telerate Page 125, the Federal Reserve Statistical Release
H.15(519) and Telerate Page 38 and unavailable on any Interest
Determination Date with respect to an Interest Reset Date, then the
Prime Rate will be based on the arithmetic mean of the prime rates 

<PAGE>
                      (Floating Rate Notes)
                                                       Page 3
                       Amended Pricing Supplement No. 2039
                       Dated November 10, 1994
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54009
                       Rule 424(b)(3)-Registration Statement 
                                No. 33-54011




or base lending rates (quoted on the basis of the actual numbers of
days in the year divided by a 360-day year) quoted by three major
money center banks in the City of New York selected by the
Calculation Agent; provided, however, that if fewer than three
banks selected as aforesaid by the Calculation Agent are quoting as
described in this sentence, the Prime Rate applicable to such
Interest Reset Date shall be the Prime Rate in effect on such
Interest Reset Date.  Telerate Pages 125 and 38 mean the display
pages designated as Page 125 and Page 38, respectively, on the Dow
Jones Telerate Service (or such other pages as may replace such
pages on that service, or such other service as may be nominated as
the information vendor, for the purposes of displaying rates
comparable to the prime rate).

  Lehman Brother Inc. will act as Calculation Agent for the Notes.

Plan of Distribution:

  The Notes are being purchased by Lehman Brothers Inc.
(hereinafter referred to as the "Underwriter"), as principal, at
the public offering price of 100% of the aggregate principal amount
of the Notes less and underwriting discount equal to 0.050%.  The
Company has agreed to indemnify the Underwriter against and
contribute toward certain liabilities, including liability under
the Securities Act of 1933, as amended.




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