GENERAL ELECTRIC CAPITAL CORP
10-K405, 1998-03-27
PERSONAL CREDIT INSTITUTIONS
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<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------
                                    FORM 10-K
                                  -------------

            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

          | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE TRANSITION PERIOD FROM _____ TO _____

                            -------------------------  
                          COMMISSION FILE NUMBER 1-6461
                            -------------------------  


                      GENERAL ELECTRIC CAPITAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEW YORK                                          13-1500700       
(State or other jurisdiction of                            (I.R.S. Employer    
  incorporation or organization)                          Identification No.)  

 260 LONG RIDGE ROAD,
 STAMFORD, CONNECTICUT                 06927               (203) 357-4000
(Address of principal                (Zip Code)       (Registrant's telephone  
 executive offices)                                 number, including area code)

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

                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(b) OF THE ACT:

                                                           NAME OF EACH
      TITLE OF EACH CLASS                          EXCHANGE ON WHICH REGISTERED 
   --------------------------                     ------------------------------
 7 7/8% GUARANTEED SUBORDINATED                       NEW YORK STOCK EXCHANGE   
   NOTES DUE DECEMBER 1, 2006                                                   

                         SECURITIES REGISTERED PURSUANT
                          TO SECTION 12(g) OF THE ACT:

                                      NONE.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No | |

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

At March 24, 1998, 3,837,825 shares of voting common stock, which constitute all
of the outstanding common equity, with a par value of $200 were outstanding.

Aggregate market value of the outstanding common equity held by nonaffiliates of
the registrant at March 24, 1998. None.

                       DOCUMENTS INCORPORATED BY REFERENCE

The consolidated  financial statements of General Electric Company, set forth in
the Annual  Report on Form 10-K of General  Electric  Company for the year ended
December 31, 1997 are incorporated by reference into Part IV hereof.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b)
OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED  DISCLOSURE
FORMAT.
<PAGE>

                                TABLE OF CONTENTS

                                                                      PAGE
                                                                    --------
PART I

   Item 1.   Business .............................................     1
   Item 2.   Properties ...........................................    11
   Item 3.   Legal Proceedings ....................................    11
   Item 4.   Submission of Matters to a Vote of Security Holders ..    12

PART II

   Item 5.   Market for the Registrant's Common Equity and
               Related Stockholder Matters ........................    12
   Item 6.   Selected Financial Data ..............................    12
   Item 7.   Management's Discussion and Analysis of
               Results of Operations ..............................    13
   Item 7A.  Quantitative and Qualitative Disclosures
               About Market Risk ..................................    21
   Item 8.   Financial Statements and Supplementary Data ..........    22
   Item 9.   Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure .............    47

PART III

   Item 10.  Directors and Executive Officers of the Registrant ...    47
   Item 11.  Executive Compensation ...............................    47
   Item 12.  Security Ownership of Certain Beneficial Owners
               and Management .....................................    47
   Item 13.  Certain Relationships and Related Transactions .......    47

PART IV

   Item 14.  Exhibits, Financial Statement Schedules, and Reports
               on Form 8-K ........................................    47



<PAGE>


                                     PART I

ITEM 1.   BUSINESS.

GENERAL

General Electric  Capital  Corporation  (herein,  together with its consolidated
affiliates,  called  "the  Corporation"  or  "GE  Capital"  unless  the  context
otherwise  requires) was incorporated in 1943 in the State of New York under the
provisions  of the New York Banking Law  relating to  investment  companies,  as
successor to General Electric Contracts  Corporation,  which was formed in 1932.
Until November 1987, the name of the  Corporation  was General  Electric  Credit
Corporation. All outstanding common stock of the Corporation is owned by General
Electric  Capital  Services,  Inc.  ("GE Capital  Services"),  formerly  General
Electric Financial  Services,  Inc., the common stock of which is in turn wholly
owned  by  General  Electric  Company  ("GE  Company").   The  business  of  the
Corporation  originally  related  principally to financing the  distribution and
sale of consumer and other products of GE Company. Currently, however, the types
and brands of products financed and the services offered are significantly  more
diversified. Very few of the products financed by GE Capital are manufactured by
GE Company.

The Corporation  operates in four financing industry segments and in a specialty
insurance  industry segment.  GE Capital's  financing  activities include a full
range of leasing, lending, equipment management sales and services, and consumer
savings and insurance services. The Corporation's specialty insurance activities
include providing financial guaranty  insurance,  principally on municipal bonds
and structured finance issues, private mortgage insurance and creditor insurance
covering  international  customer loan repayments.  The Corporation is an equity
investor in Montgomery Ward Holding Corp. ("MWHC"),  a retail organization,  and
certain other service and financial services organizations. As discussed on page
20 and in  note  3 to  the  consolidated  financial  statements,  MWHC  filed  a
bankruptcy petition for reorganization in 1997.

GE  Capital's  operations  are  subject  to a variety  of  regulations  in their
respective jurisdictions.

Services of the Corporation are offered primarily  throughout the United States,
Canada,  Europe and the Pacific Basin.  The  Corporation's  principal  executive
offices  are  located  at 260  Long  Ridge  Road,  Stamford,  Connecticut  06927
(Telephone  number  (203)  357-4000).  At December  31,  1997,  the  Corporation
employed approximately 65,000 persons.

The  Corporation's  principal  assets  are  classified  as time sales and loans,
investment in financing  leases,  equipment on operating  leases and  investment
securities.  The following table presents, by industry segment,  these principal
financing   products   which,   together  with  other  assets,   constitute  the
Corporation's total assets at December 31, 1997 and 1996.


                                       1
<PAGE>

<TABLE>
<CAPTION>

TOTAL ASSETS BY SEGMENT

(In millions)                                                             1997
                                           --------------------------------------------------------------------
                                                                      NET                                      
                                             TIME                INVESTMENT              ALLOWANCE             
                                          SALES AND       NET         IN                      FOR              
                                            LOANS,    INVESTMENT  EQUIPMENT                 LOSSES             
                                            NET OF        IN          ON                   AND ALL             
                                           DEFERRED    FINANCING  OPERATING   INVESTMENT     OTHER       TOTAL 
                                            INCOME      LEASES      LEASES    SECURITIES    ASSETS      ASSETS 
                                           --------    --------    --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>     
CONSUMER SERVICES
 GE Financial Assurance .................  $  2,724    $   --      $   --      $ 35,692    $ 13,251    $ 51,667
 Auto Financial Services ................     8,973      12,594       2,773          61       3,041      27,442
 Retailer Financial Services ............    12,443        --          --            12       1,057      13,512
 Global Consumer Finance ................     8,622         675        --            25         645       9,967
 Mortgage Services ......................     1,013        --          --           689       4,474       6,176
 Consumer Financial Services ............     4,704        --          --            28          52       4,784
 Other ..................................     1,888           9        --           750         105       2,752
                                           --------    --------    --------    --------    --------    --------
  Total .................................    40,367      13,278       2,773      37,257      22,625     116,300

EQUIPMENT MANAGEMENT
 Aviation Services ......................       256       3,162       5,525         374         822      10,139
 Fleet Services .........................         1       3,036       1,498        --         1,200       5,735
 IT Solutions ...........................        38         232          47        --         3,752       4,069
 Transport International Pool ...........        31          62       2,433        --         1,208       3,734
 Genstar Container ......................      --           330       1,951        --           252       2,533
 Penske Truck Leasing ...................      --          --          --            30       2,129       2,159
 Satellite Telecommunications Services ..      --          --          --          --         2,132       2,132
 Railcar Services .......................      --           270       1,595        --           148       2,013
 Modular Space ..........................        16          82         797        --           469       1,364
 Technology Management Services .........      --            24        --          --           231         255
 Other ..................................      --          --           163        --            95         258
                                           --------    --------    --------    --------    --------    --------
  Total .................................       342       7,198      14,009         404      12,438      34,391

MID-MARKET FINANCING
 Commercial Equipment Financing .........     7,397      10,496       1,124         114       1,010      20,141
 Vendor Financial Services ..............     1,662       5,602         247           2         823       8,336
 GE Capital - Hawaii ....................     1,055          89           3           9          30       1,186
 Other ..................................        72         --         --             7          82         161
                                           --------    --------    --------    --------    --------    --------
  Total .................................    10,186      16,187       1,374         132       1,945      29,824

SPECIALIZED FINANCING
 Commercial Real Estate .................     7,779          42        --           303       4,634      12,758
 Structured Finance Group ...............     1,334       5,049         533       1,412       1,306       9,634
 Commercial Finance .....................     4,467          15        --           173         329       4,984
 Equity Capital Group ...................        53        --          --            35         970       1,058
 Other ..................................       102        --          --           729          37         868
                                           --------    --------    --------    --------    --------    --------
  Total .................................    13,735       5,106         533       2,652       7,276      29,302


SPECIALTY INSURANCE ....................        202        --          --        12,583       5,114      17,899
CORPORATE AND OTHER ....................       --          --          --            75         986       1,061
                                           --------    --------    --------    --------    --------    --------
  TOTAL ................................   $ 64,832    $ 41,769    $ 18,689    $ 53,103    $ 50,384    $228,777
                                           ========    ========    ========    ========    ========    ========


(In millions)                                                             1996
                                           --------------------------------------------------------------------
                                                                      NET                                      
                                             TIME                INVESTMENT              ALLOWANCE             
                                          SALES AND       NET         IN                      FOR              
                                            LOANS,    INVESTMENT  EQUIPMENT                 LOSSES             
                                            NET OF        IN          ON                   AND ALL             
                                           DEFERRED    FINANCING  OPERATING   INVESTMENT     OTHER       TOTAL 
                                            INCOME      LEASES      LEASES    SECURITIES    ASSETS      ASSETS 
                                           --------    --------    --------    --------    --------    --------
CONSUMER SERVICES
 GE Financial Assurance ................   $  2,483    $   --      $   --      $ 32,735    $ 10,702    $ 45,920
 Auto Financial Services ...............      5,915      13,113       1,502         544         972      22,046
 Retailer Financial Services ...........     15,846        --          --            10         528      16,384
 Global Consumer Finance ...............      7,586        --          --             7       1,078       8,671
 Mortgage Services .....................      1,124        --          --           651       3,504       5,279
 Consumer Financial Services ...........      3,697        --          --            21          17       3,735
 Other .................................      1,891        --          --           228         184       2,303
                                           --------    --------    --------    --------    --------    --------
  Total ................................     38,542      13,113       1,502      34,196      16,985     104,338

EQUIPMENT MANAGEMENT
 Aviation Services .....................        223       3,205       4,774         344         373       8,919
 Fleet Services ........................         27       2,667       1,443        --         1,172       5,309
 IT Solutions ..........................         60         409         315        --         2,321       3,105
 Transport International Pool ..........         35          92       1,745        --           509       2,381
 Genstar Container .....................       --           292       2,262        --           286       2,840
 Penske Truck Leasing ..................       --          --          --            31       1,934       1,965
 Satellite Telecommunications Services .       --          --          --          --         1,589       1,589
 Railcar Services ......................       --           296       1,409        --            94       1,799
 Modular Space .........................          2          48         651        --           316       1,017
 Technology Management Services ........       --            32         210        --           273         515
 Other .................................       --             2         110        --           107         219
                                           --------    --------    --------    --------    --------    --------
  Total ................................        347       7,043      12,919         375       8,974      29,658

MID-MARKET FINANCING
 Commercial Equipment Financing ........      6,362       9,291       1,037          43         718      17,451
 Vendor Financial Services .............      1,388       4,856         185        --           667       7,096
 GE Capital - Hawaii ...................      1,094          84           2          10          31       1,221
 Other .................................         55        --          --             7         118         180
                                           --------    --------    --------    --------    --------    --------
  Total ................................      8,899      14,231       1,224          60       1,534      25,948

SPECIALIZED FINANCING
 Commercial Real Estate ................      9,591          42        --           394       3,937      13,964
 Structured Finance Group ..............      1,334       5,130         489         993         918       8,864
 Commercial Finance ....................      3,685          16        --           214         270       4,185
 Equity Capital Group ..................         68        --          --           114         577         759
 Other .................................         28        --          --             3          44          75
                                           --------    --------    --------    --------    --------    --------
  Total ................................     14,706       5,188         489       1,718       5,746      27,847


SPECIALTY INSURANCE ....................        338        --          --         7,886       3,580      11,804
CORPORATE AND OTHER ....................       --          --          --           105       1,116       1,221
                                           --------    --------    --------    --------    --------    --------
  TOTAL ................................   $ 62,832    $ 39,575    $ 16,134    $ 44,340    $ 37,935    $200,816
                                           ========    ========    ========    ========    ========    ========
</TABLE>


                                       2
<PAGE>

INDUSTRY SEGMENTS

The  Corporation  provides a wide variety of financing,  asset  management,  and
insurance  products and services which are organized into the following industry
segments:

    o        Consumer  Services -  private-label  and bank  credit  card  loans,
             personal  loans,  time sales and  revolving  credit  and  inventory
             financing  for  retail   merchants,   auto  leasing  and  inventory
             financing,  mortgage servicing,  and consumer savings and insurance
             services.

    o        Equipment  Management - leases,  loans,  sales and asset management
             services for portfolios of commercial and transportation equipment,
             including  aircraft,  trailers,  auto fleets,  modular space units,
             railroad rolling stock, data processing equipment,  containers used
             on ocean-going vessels, and satellites.

    o        Mid-Market Financing - loans and financing and operating leases for
             middle-market customers, including manufacturers,  distributors and
             end users, for a variety of equipment that includes data processing
             equipment,  medical and diagnostic equipment, and equipment used in
             construction,     manufacturing,     office     applications    and
             telecommunications activities.

    o        Specialized  Financing  - loans  and  financing  leases  for  major
             capital assets,  including industrial facilities and equipment, and
             energy-related  facilities;  commercial and residential real estate
             loans and  investments;  and loans to and investments in management
             buyouts,   including  those  with  high  leverage,   and  corporate
             recapitalizations.

    o        Specialty Insurance - financial guaranty insurance,  principally on
             municipal  bonds and structured  finance issues;  private  mortgage
             insurance;  and creditor insurance covering  international customer
             loan repayments.

Insurance services,  previously included within the Specialty Insurance segment,
has been  combined  with the consumer  savings and  insurance  operations in the
Consumer  Services  segment.  Prior-year  information  has been  reclassified to
reflect this and certain other organizational changes.

Refer  to  Item  7,   "Management's   Discussion  and  Analysis  of  Results  of
Operations,"  in this Form 10-K for  discussion of the  Corporation's  Portfolio
Quality.  A description of the  Corporation's  principal  businesses by industry
segment follows.

CONSUMER SERVICES

GE Financial Assurance

GE Financial  Assurance ("GEFA") provides consumers financial security solutions
by selling a wide variety of  insurance,  investment  and  retirement  products,
primarily in the United States, which help consumers accumulate wealth, transfer
wealth,  and protect their  lifestyles and assets.  It achieves this through its
family of insurance and annuity companies.

GEFA's  principal  product lines are annuities  (deferred and immediate;  either
fixed or  variable),  life  insurance  (universal,  term,  ordinary  and group),
guaranteed  investment  contracts,   mutual  funds,  long-term  care  insurance,
supplemental  accident  and  health  insurance,  personal  lines  of  automobile
insurance  and  credit   insurance.   The  distribution  of  these  products  is
accomplished  through  four  distribution  methods:   intermediaries  (brokerage
general agents,  banks,  securities brokerage firms,  personal producing general
agents and specialized  brokers),  career or dedicated  sales forces,  marketing
through businesses and affinity groups and direct marketing.

GEFA's principal  operating companies include General Electric Capital Assurance
Company,  First Colony Life Insurance  Company,  The Life  Insurance  Company of
Virginia, Colonial Penn Insurance Company, Union Fidelity Life Insurance Company
and GE Capital Life Assurance of New York.

GEFA headquarters are in Richmond, Virginia.


                                       3
<PAGE>

Auto Financial Services

Auto  Financial  Services  ("AFS")  is a full  service  provider  of  automobile
financing for automobile  dealers,  manufacturers  and their  customers in North
America, Europe and, to a lesser extent, Asia.

In the United  States,  AFS is one of the leading  independent  auto lessors and
offers leasing, retail financing and, to a lesser degree, sub-prime financing to
customers.  AFS also provides the  private-label  financing  for American  Isuzu
Motors, Inc. and participates in a private-label  purchase program with Volvo of
North America.  In addition,  AFS offers inventory financing programs and direct
loans to segments of the  automotive  industry,  including  dealers,  rental car
companies and leasing companies.

AFS is active in the European markets through  affiliates in France,  the United
Kingdom,  and Italy. AFS also provides  automobile  financing through businesses
located in  Austria,  Spain,  Sweden,  Poland,  and  Switzerland.  In 1997,  AFS
expanded  its  presence in Europe to include  Ireland,  Portugal,  Denmark,  and
Czechoslovakia through acquisitions.

AFS' Asian  activities  include  affiliates in Taiwan,  Hong Kong,  Thailand and
Japan. AFS also maintains additional presence in Asia through equity investments
in Indonesia, Taiwan, Singapore, Malaysia, Korea, and India.

AFS headquarters are in Barrington, Illinois.

Retailer Financial Services

Retailer  Financial  Services ("RFS") provides sales financing services to North
American retailers in a broad range of consumer industries. Details of financing
plans differ,  but include  customized  private-label  credit card programs with
retailers and inventory financing programs with manufacturers,  distributors and
retailers.

RFS provides  financing  directly to  customers  of  retailers or purchases  the
retailers'  customer  receivables.  Most  of the  retailers  sell a  variety  of
products of various  manufacturers  on a time sales  basis.  The terms for these
financing plans differ  according to the size of contract and credit standing of
the customer.  RFS generally  maintains a security  interest in the  merchandise
financed.  Financing is provided to consumers  under  contractual  arrangements,
both with and  without  recourse  to  retailers.  RFS' wide  range of  financial
services  includes  application  processing,   sales  authorization,   statement
billings, customer services and collection services.

RFS provides  inventory  financing for retailers  primarily in the appliance and
consumer  electronics  industries.  RFS  maintains  a security  interest  in the
inventory  and  retailers  are obliged to maintain  insurance  coverage  for the
merchandise financed.

RFS has a  noncontrolling  investment  in the common  stock of  Montgomery  Ward
Holding  Corp.  ("MWHC"),  which,  together  with its  wholly-owned  subsidiary,
Montgomery Ward & Co. Incorporated  ("MWC"), is engaged in retail  merchandising
and direct response marketing,  the latter conducted primarily through Signature
Financial/Marketing,   Inc.  ("Signature"),  which  markets  consumer  club  and
insurance  products.  RFS  also  provides  financing  to  customers  of MWHC and
affiliates.  As discussed on page 20 and in note 3 to the consolidated financial
statements,  MWHC,  MWC and certain of their  affiliates  (excluding  Signature)
filed a bankruptcy petition for reorganization in 1997.

RFS headquarters are in Stamford, Connecticut.

Global Consumer Finance

Global  Consumer  Finance  ("GCF") is a leading  provider of credit  services to
non-U.S.  retailers and consumers.  GCF provides  private-label credit cards and
proprietary credit services to retailers in Europe and Asia, as well as offering
a  variety  of  direct-to-consumer  credit  programs  such  as  consumer  loans,
bankcards and credit insurance.


                                       4
<PAGE>

During 1997, GCF expanded its European presence through  acquisitions  including
Multiservis AS in the Czech Republic,  Bank Aufina Ltd. in Switzerland,  and AVA
Bank in Austria.

GCF provides  financing to consumers  through  operations in the United Kingdom,
Austria,  France,  Ireland,  Germany, The Netherlands,  Italy, Spain,  Portugal,
Poland,  Switzerland,  Czech Republic, Japan, Thailand, Hong Kong, China, Brazil
and  Australia and joint  ventures in Indonesia  and India.  GCF's wide range of
proprietary  financial  services  includes  private-label  credit cards,  credit
promotion and accounting services, billing (in the retailer's name) and customer
credit and collection services.

GCF headquarters are in Stamford, Connecticut.

Mortgage Services

GE Capital Mortgage Corporation,  through its wholly-owned  affiliate GE Capital
Mortgage  Services,  Inc.  ("GECMSI"),  is engaged in the  business of wholesale
originations  and  servicing   residential   mortgage  loans  collateralized  by
one-to-four-family  homes located  throughout the United States.  GECMSI obtains
servicing  through the  purchase of mortgage  loans and  servicing  rights,  and
packages the loans it purchases into  mortgage-backed  securities which it sells
to investors. GECMSI also originates and services home equity loans.

GECMSI headquarters are in Cherry Hill, New Jersey.

Consumer Financial Services

Consumer   Financial   Services   ("CFS")   primarily   provides   and  services
MasterCard(R)  and Visa(R) credit card loan products issued to retail  customers
throughout  the United  States.  These loans  originate  through loan  portfolio
acquisitions, direct mail campaigns, private-label credit card loan conversions,
telemarketing efforts and point-of-sale applications.  During 1997, CFS acquired
two large  loan  portfolios,  totaling  $1,419  million,  and  suspended  active
participation  in the consumer home equity loan market by selling loans totaling
$594 million.

CFS also issues and services the GE Capital  Corporate Card,  providing  payment
and information systems which help medium and large-size companies reduce travel
costs,  and the GE Capital  Purchasing  Card,  which helps customers  streamline
their purchasing and accounts payable processes.

CFS has offices in Canton,  Ohio and Salt Lake City,  Utah. CFS headquarters are
in Mason, Ohio.

EQUIPMENT MANAGEMENT

Aviation Services

GE Capital Aviation Services ("GECAS") is a global commercial aviation financial
services  business  that offers a broad range of financial  products to airlines
and  aircraft  operators,  owners,  lenders and  investors.  Financial  products
include  financing  leases,  operating  leases,  and  tax-advantaged  and  other
incentive-based financing. GECAS also provides asset management,  marketing, and
technical support services to aircraft owners, lenders and investors.

GECAS has firm  orders  and  options  for more than 270 new  Boeing  and  Airbus
aircraft with deliveries  scheduled  through 2003. GECAS current fleet comprises
850  owned  and  managed  aircraft  leased  to more  than  150  customers  in 55
countries.

GECAS headquarters are in Stamford, Connecticut, with regional offices in Miami,
Florida;  Shannon, Ireland; Beijing and Hong Kong, China; Singapore; and Vienna,
Austria.


                                       5
<PAGE>

Fleet Services

GE Capital  Fleet  Services  ("GECFS")  is one of the  leading  corporate  fleet
management  companies with  operations in North America,  Europe,  Australia and
Japan  with  approximately  900,000  cars and  trucks  under  lease and  service
management.  GECFS  offers  finance  and  operating  leases to several  thousand
customers with an average lease term of 33 months.  The primary product in North
America is a Terminal  Rental  Adjustment  Clause (TRAC) lease through which the
customer  assumes the residual  risk - that is, risk that the book value will be
greater than market value at lease  termination.  In Europe, the primary product
is a closed-end  lease in which GECFS assumes  residual risk. In addition to the
services  directly  associated with the lease,  GECFS offers  value-added  fleet
management  services designed to reduce customers' total fleet management costs.
These services include, among others, maintenance management programs,  accident
services,  national  account  purchasing  programs,  fuel programs and title and
licensing services.  GECFS customer base is diversified with respect to industry
and geography and includes many Fortune 500 companies.

During 1997,  GECFS  completed  acquisitions of ARO Lease in The Netherlands and
BRS Leasing in the United Kingdom.

GECFS headquarters are in Eden Prairie, Minnesota.

IT Solutions

GE Capital IT Solutions ("IT  Solutions") is a leading  worldwide  provider of a
broad array of information technology products and services, including full life
cycle services that provide customers with cost-effective control and management
of  their  information  systems.   Products  offered  include  desktop  personal
computers,  client server  systems,  UNIX  systems,  local and wide area network
hardware, and software.  Included among the services offered are network design,
network support,  asset management,  help desk,  disaster  recovery,  enterprise
management and financial services.  IT Solutions serves commercial,  educational
and governmental  customers in over 20 countries around the world.  During 1997,
the company  expanded its global  presence  through  acquisitions  in the United
States,  Canada,  Mexico,  Brazil,  the United  Kingdom,  Portugal,  Austria and
Denmark.

IT Solutions headquarters are in Stamford, Connecticut.

Transport International Pool

Transport  International Pool ("TIP") is one of the leading trailer  specialists
offering diverse trailer programs and associated  services.  TIP's fleet of over
150,000 dry freight,  refrigerated and double vans, flatbeds, intermodal assets,
and  specialized  trailers is available for rent,  lease or purchase at over 200
locations in the United States,  Europe,  Canada,  and Mexico.  TIP's commercial
vehicle fleet of over 20,000 units is available for rent,  lease, or purchase in
the United  Kingdom.  TIP also  finances new and used  trailers and buys trailer
fleets.  During 1997,  TIP acquired  two  publicly  traded  companies in Europe:
Central  Transport  Rental Group plc, a pan-European  trailer rental and leasing
business,  and TLS plc, a United Kingdom  commercial  vehicle rental and leasing
business.  TIP's customer base comprises trucking  companies,  manufacturers and
retailers.

TIP  operates a European  service  center in  Amsterdam,  The  Netherlands.  TIP
headquarters are in Devon, Pennsylvania.

Genstar Container

Genstar Container Corporation  ("Genstar") is one of the world's largest lessors
of marine shipping  containers.  Genstar maintains a fleet of over 1,100,000 TEU
("twenty-foot  equivalent  units") of dry-cargo,  refrigerated  and  specialized
containers  for global cargo  transport.  Lessees are primarily  shipping  lines
which lease on a long-term or master lease basis.


                                       6
<PAGE>

In September 1997, a memorandum of understanding  was signed with Sea Containers
Ltd.  to form GE SeaCo Ltd.,  a joint  venture to operate  the  combined  marine
container fleet of Genstar and Sea Containers Ltd. The joint venture is expected
to be formed in 1998.

Genstar headquarters are in San Francisco, California.

Penske Truck Leasing

GE  Capital is a limited  partner  in Penske  Truck  Leasing  ("Penske"),  which
operates the second largest  full-service  truck leasing  business and is one of
the largest  commercial  and  consumer  truck  rental  businesses  in the United
States. Penske operates through a national network of full-service truck leasing
and rental facilities.  At December 31, 1997, Penske had a fleet of about 73,000
tractors,  trucks and  trailers in its leasing  and rental  fleets and  provided
contract  maintenance  programs  or other  support  services  for  about  28,500
additional vehicles.

Penske also provides  dedicated  logistics  operations  support  which  combines
company-employed  drivers  with  its  full-service  lease  vehicles  to  provide
dedicated  contract carriage services.  In addition,  Penske offers supply chain
services such as distribution  consulting,  warehouse management and information
systems support.

Penske headquarters are in Reading, Pennsylvania.

Satellite Telecommunications Services

GE  American  Communications  ("GE  Americom")  is a leading  satellite  service
supplier to a diverse array of  customers,  including the broadcast and cable TV
industries,  broadcast radio, business information and integrated communications
services  for  government  and  commercial  customers.  GE Americom  operates 12
communications  satellites and maintains a supporting network of earth stations,
central terminal offices,  and telemetry,  tracking and control  facilities.  GE
Americom's GE Capital Spacenet  Services  business offers a full range of global
one-way and two-way Very Small Aperture  Terminal  (VSAT)  network  products and
services.

GE Americom headquarters are in Princeton, New Jersey.

Railcar Services

GE Capital  Railcar  Services  ("GERSCO") is one of the leading  railcar leasing
companies in North America, with over 180,000 railcars in its portfolio. Serving
Class I railroads,  short-line railroads, and shippers throughout North America,
GERSCO  offers one of the most  diverse  fleets in the industry and a variety of
lease options.

GERSCO  also owns and  operates  a network of  railcar  repair  and  maintenance
facilities  located  throughout  North America.  The repair  facilities  offer a
variety of services,  ranging from light  maintenance to heavy repair of damaged
railcars. The company also provides railcar management, administration and other
services.

In addition,  Cargowaggon,  GERSCO's pan-European business acquired during 1997,
provides rail transport  services and rail wagons to the  automotive,  steel and
paper  industries  in  Eastern  and  Western  Europe.  Cargowaggon  is  based in
Frankfurt,  Germany and has  offices in the United  Kingdom,  Italy,  Sweden and
France.

GERSCO headquarters are in Chicago, Illinois.

Modular Space

GE Capital Modular Space ("GECMS") provides non-residential  relocatable modular
structures  for rental,  lease and sale from over 100  facilities  in the United
States,   Europe,   Canada  and  Mexico.  The  primary  markets  served  include
construction,  education, healthcare,  financial, commercial,  institutional and
government.   GECMS  products  are  tailored  as  much  as  possible  to  client
specifications,  accomplished  through  either  custom  modular units or through
GECMS stock fleet of  approximately  103,200 modular units.  In addition,  GECMS
operating  leases range from a few months to sixty months,  with an average term
of 12-18 months.


                                       7
<PAGE>

During 1997, GECMS continued its European growth through acquisitions  including
Bacon B.V. in The Netherlands,  Adco & Dixi GmbH and ACB GmbH in Germany, AFIBAT
in France, and DBS Nationwide plc in the United Kingdom.

GECMS has  offices  in North  America  and  Europe.  GECMS  headquarters  are in
Malvern, Pennsylvania.

Technology Management Services

GE Capital  Technology  Management  Services ("TMS") has provided  services that
enable  customers to use information  technology  more  efficiently by combining
consulting  and other  services,  including  data center  outsourcing  services.
During  1997,  TMS sold its  test  equipment  rental,  repair  and  calibrations
services businesses,  as well as certain assets of its computer rental business.
Effective January 1, 1998,  operational  control of the TMS consulting  business
was transferred to IT Solutions.  In addition,  in March 1998, TMS announced the
sale of its data center outsourcing business.

TMS headquarters are in Alpharetta, Georgia.

MID-MARKET FINANCING

Commercial Equipment Financing

GE  Capital  Commercial  Equipment  Financing  ("CEF")  offers  a broad  line of
financial  products  including  leases  and  loans to  middle-market  customers,
including  manufacturers,  distributors,  dealers  and  end-users,  as  well  as
municipal financing.  Products are either held for CEF's own account or brokered
to third parties.

Generally,  transactions  range in size from $50 thousand to $50  million,  with
financing  terms from 36 to 120 months.  CEF also maintains an asset  management
operation that both redeploys off-lease equipment and monitors asset values. The
portfolio  includes  loans and leases  for  vehicles,  manufacturing  equipment,
corporate aircraft, construction equipment, medical diagnostic equipment, office
equipment, telecommunications equipment and electronics.

CEF operates from offices  throughout  the United States,  Puerto Rico,  Canada,
Mexico,  Europe,  India and Asia and through  joint  ventures in  Indonesia  and
China. CEF headquarters are in Danbury, Connecticut.

Vendor Financial Services

GE Capital Vendor Financial Services ("VFS") provides captive financing services
to over 90 equipment manufacturers and more than 3,500 dealers in North America,
Europe and Asia.  Customers  include major U.S. and foreign  manufacturers  in a
variety  of  industries  including  information  technology,  office  equipment,
healthcare, telecommunications, energy and industrial equipment. VFS establishes
sales  financing  captives in two ways - by forming  captive  partnerships  with
manufacturers  that  do  not  have  them,  and  by  outsourcing   captives  from
manufacturers  that do. VFS offers  industry-specific  knowledge,  leading  edge
technology,  leasing  and  equipment  expertise,  and  global  capabilities.  In
addition,  VFS  provides an  expanding  array of related  financial  services to
customers including trade payables financing and inventory financing.

In  1997,  VFS  acquired  Transleasing  Inc.,  expanding  its  presence  in  the
healthcare industry.  VFS also expanded its European financing capabilities with
the   acquisition   of  Fimacom   Financiere   Matra   Comm,   S.A.,   a  French
telecommunications  captive, and through GE Capital's acquisition of Woodchester
Investments plc with locations in Ireland, Portugal and the United Kingdom.

VFS has sales offices  throughout the United  States,  Canada,  Mexico,  Europe,
Asia, and Australia. VFS headquarters are in Danbury, Connecticut.


                                       8
<PAGE>

GE Capital Hawaii

GE Capital Hawaii Inc.  ("GECH") operates in the states of Hawaii and Alaska and
in the  territory of Guam.  Through a network of 8 branch  offices,  GECH offers
commercial  and  residential  real estate  loans,  auto and  equipment  leasing,
inventory financing, equity lines of credit and modular space rental and sales.

GECH headquarters are in Honolulu, Hawaii.

SPECIALIZED FINANCING

Commercial Real Estate

Commercial  Real Estate  Financing and Services  ("CRE")  provides funds for the
acquisition,  refinancing  and  renovation  of a wide  range of  commercial  and
residential  properties located  throughout the United States,  and, to a lesser
extent,  in Canada,  Mexico  and  Europe.  CRE also  provides  asset  management
services to real estate investors and selected services to real estate owners.

Lending is a major  portion of CRE's  business in the form of  intermediate-term
senior or  subordinated  fixed  and  floating-rate  loans  secured  by  existing
income-producing   commercial  properties  such  as  office  buildings,   rental
apartments,  shopping centers,  industrial buildings,  mobile home parks, hotels
and warehouses.  Loans range in amount from single-property  mortgages typically
not less than $5 million to multi-property portfolios of several hundred million
dollars. Approximately 90% of all loans are senior mortgages.

CRE  purchases  and provides  restructuring  financing  for  portfolios  of real
estate,  mortgage  loans,  limited  partnerships,  and tax-exempt  bonds.  CRE's
business also includes the origination and  securitization  of low leverage real
estate  loans,  which  are  intended  to be  held  less  than  one  year  before
outplacement.  To a lesser degree,  CRE provides  equity capital for real estate
partnerships  through the holding of limited partnership  interests and receives
preferred  returns;  typical  such  investments  range  from $2  million  to $10
million.

CRE also  offers  a  variety  of real  estate  management  services  to  outside
investors, institutions,  corporations, investment banks, and others through its
real  estate  services   subsidiaries.   Asset   management   services   include
acquisitions and dispositions,  strategic asset management, asset restructuring,
and debt and  equity  management.  CRE also  provides  loan  administration  and
servicing through GE Capital Asset Management. In addition, CRE offers owners of
multi-family  housing ways to reduce costs and enhance  value in  properties  by
offering   buying  services   (e.g.,   for  appliances,   roofing)  and  bundled
telecommunications and video services.

CRE has offices  throughout  the United  States,  as well as in Canada,  Mexico,
Singapore,  Sweden,  France  and the United  Kingdom.  CRE  headquarters  are in
Stamford, Connecticut.

Structured Finance Group

Structured  Finance Group ("SFG") develops  specialized  financial  products and
services  to  meet  the  specific  transaction  requirements  of  corporate  and
government clients.

SFG provides  capital,  capital market services and financial  advisory services
for major infrastructure, energy, telecommunications, and industrial development
worldwide.   The  range  of  financial   services   includes   project   finance
(construction and term), corporate finance,  acquisition finance and arrangement
and  placement  services.   Products  include  a  variety  of  debt  and  equity
instruments,  with particular  concentration in structured finance transactions,
including leasing and partnerships.

SFG has offices in the United States,  Australia,  Brazil,  Canada,  China, Hong
Kong, India, Mexico,  Singapore, and the United Kingdom. SFG headquarters are in
Stamford, Connecticut.


                                       9
<PAGE>

Commercial Finance

GE Capital Commercial Finance ("CF") is a leading provider of revolving and term
debt, and equity to finance acquisitions, business expansion, bank refinancings,
recapitalizations  and other  special  situations.  Products  also include asset
securitization  facilities,  capital  expenditure  lines and  bankruptcy-related
facilities.  Transactions  typically range in size from under $5 million to over
$200 million.

CF's  clients  are  owners,  managers  and  buyers of both  public  and  private
companies,  principally manufacturers,  distributors,  retailers and diversified
service  providers  in the  healthcare,  retail and  communications  industries.
Through its Merchant Banking Group, CF provides senior debt,  subordinated  debt
and bridge financing to buyout and private equity firms,  and co-invests  equity
with buying groups, or invests directly on a select basis.

CF has  lending  operations  in 25 cities,  including  international  offices in
Toronto,  Montreal,  Mexico City, and London, and also has significant factoring
operations in France and Italy serving European companies and U.S. exporters. CF
headquarters are in Stamford, Connecticut.

Equity Capital Group

Equity Capital Group ("ECG") purchases equity investments, primarily convertible
preferred and common stock investments including,  in some cases, stock warrants
convertible into equity ownership.  ECG's primary objective is long-term capital
appreciation.  Investments include the retail,  financial services,  healthcare,
food and beverage, cable and broadcasting industries.

The portfolio is geographically  diversified with investments located throughout
the United States, as well as in Latin America, Europe and Asia.

ECG headquarters are in Stamford, Connecticut.

SPECIALTY INSURANCE

Financial Guaranty Insurance

FGIC Holdings  ("FGIC"),  through its subsidiary,  Financial  Guaranty Insurance
Company ("Financial Guaranty"),  is an insurer of municipal bonds, including new
issues,  bonds traded in the secondary  market and bonds held in unit investment
trusts and mutual funds.  Financial  Guaranty also  guarantees  certain  taxable
structured  debt.  The  guaranteed  principal,  after  reinsurance,  amounted to
approximately  $108  billion at  December  31,  1997.  Approximately  85% of the
business written to date by Financial Guaranty is municipal bond insurance.

During  1997,  FGIC  acquired a  Chicago-based  specialty  property and casualty
insurer serving the public entity market. FGIC subsidiaries provide a variety of
services to state and local  governments and agencies,  liquidity  facilities in
variable-rate transactions, municipal investment products and other services.

FGIC headquarters are in New York, New York.

Mortgage Insurance

GE Capital Mortgage  Insurance is engaged  principally in providing  residential
mortgage  guaranty  insurance.  Operating  in 25  field  locations,  GE  Capital
Mortgage  Insurance  is licensed in 50 states,  the District of Columbia and the
Virgin  Islands.  At December 31, 1997,  GE Capital  Mortgage  Insurance was the
mortgage  insurance  carrier for over 1,480,000  residential  homes,  with total
insurance  in force  aggregating  approximately  $153  billion and total risk in
force  aggregating  approximately  $40  billion.  When a claim is  received,  GE
Capital  Mortgage  Insurance  proceeds  by  either  paying  up  to a  guaranteed
percentage  based  on  the  specified  coverage,  or  paying  the  mortgage  and
delinquent interest, taking title to the property and arranging for its sale. GE
Capital  Mortgage  Insurance also provides  mortgage  guaranty  insurance in the
United Kingdom and Canada, and commencing in 1998, in Australia.


                                       10
<PAGE>

GE Capital Mortgage Insurance headquarters are in Raleigh, North Carolina.

Creditor Insurance

Consolidated  Financial  Insurance  ("CFI") is one of the leading  providers  of
payment protection  insurance in the United Kingdom and has insurance operations
in 11  countries in Europe and in  Australia.  Payment  protection  insurance is
designed  to  protect  customers'  loan  repayment  obligations  in the event of
unemployment,  disability or death.  The product is sold alongside most forms of
consumer credit through banks, building societies and finance houses.

CFI also  offers  personal  accident  insurance,  which is  distributed  through
financial institutions,  and personal investment products, which are distributed
through a network of over 6,000  independent  financial  advisors  in the United
Kingdom.  CFI is also a  leading  administrator  of  extended  product  warranty
insurance in the United Kingdom.

During  1997,  CFI  expanded  its product  and  distribution  with  acquisitions
including Pet Protect Ltd., a pet insurance  administrator;  First Call Accident
Assistance  Ltd.,  offering  management and recovery of uninsured loss claims on
behalf of victims of road traffic accidents; World Cover and Accident & General,
travel insurance brokers and administrators; and Stalwart Group Ltd., a provider
of compulsory purchase annuities and home income products.

CFI headquarters are in London, England.


REGULATIONS AND COMPETITION

The  Corporation's  activities  are  subject to a variety  of federal  and state
regulations including, at the federal level, the Consumer Credit Protection Act,
the Equal Credit  Opportunity Act and certain  regulations issued by the Federal
Trade  Commission.  A majority of states have  ceilings on rates  chargeable  to
customers in retail time sales  transactions,  installment  loans and  revolving
credit  financing.  Common  carrier  services  of GE  Americom  are  subject  to
regulation by the Federal Communications  Commission.  Insurance and reinsurance
operations are subject to regulation by various state  insurance  commissions or
foreign regulatory authorities,  as applicable. The Corporation's  international
operations are subject to regulation in their respective jurisdictions. To date,
compliance with such  regulations has  not had a material  adverse effect on the
Corporation's financial position or results of operations.

The  businesses in which the  Corporation  engages are highly  competitive.  The
Corporation  is  subject  to   competition   from  various  types  of  financial
institutions, including banks, thrifts, investment banks, broker-dealers, credit
unions,  leasing  companies,   consumer  loan  companies,   independent  finance
companies,  finance  companies  associated  with  manufacturers,  insurance  and
reinsurance companies.


ITEM 2.   PROPERTIES.

The Corporation conducts its business from various facilities, most of which are
leased.


ITEM 3.   LEGAL PROCEEDINGS.

The Corporation is not involved in any material pending legal proceedings.


                                       11
<PAGE>

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                                    Omitted.


                                     PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

See note 13 to the consolidated  financial  statements.  The common stock of the
Corporation is owned entirely by GE Capital Services and, therefore, there is no
trading market in such stock.


ITEM 6.   SELECTED FINANCIAL DATA.

The following  selected  financial data should be read in  conjunction  with the
financial  statements of GE Capital and consolidated  affiliates and the related
Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31              
                                                       --------------------------------------------------------
(Dollar amounts in millions)                              1997        1996        1995        1994        1993 
                                                       --------    --------    --------    --------    --------
<S>                                                    <C>         <C>         <C>         <C>         <C>     
Revenues ...........................................   $ 33,404    $ 26,570    $ 21,179    $ 16,923    $ 14,444
Net earnings .......................................      2,729       2,632       2,261       1,918       1,478
Return on common equity <F1> <F2> ..................      18.62%      20.18%      19.89%      19.59%      17.14%
Ratio of earnings to fixed charges .................       1.48        1.53        1.51        1.63        1.62
Ratio of earnings to combined fixed 
 charges and preferred stock dividends .............       1.46        1.51        1.49        1.62        1.60
Ratio of debt to equity <F1> .......................       7.94        7.92        7.89        7.94        7.96

Financing receivables - net ........................   $103,799    $ 99,714    $ 93,272    $ 76,357    $ 63,948

Percent of allowance for losses on
 financing receivables to total financing
 receivables .......................................       2.63%       2.63%       2.63%       2.63%       2.63%

Total assets .......................................   $228,777    $200,816    $160,825    $130,904    $117,939

Short-term borrowings ..............................     91,680      74,971      59,264      54,579      52,903
Long-term senior notes .............................     44,437      46,124      47,794      33,615      25,112
Long-term subordinated notes .......................        697         697         697         697         697
Minority interest ..................................        860         679         703         615         426
Equity .............................................     18,373      15,526      14,202      10,540      10,370

<FN>
<F1>  Equity  excludes unrealized gains and losses on investment securities, net
      of tax.

<F2>  Earnings are adjusted  for preferred  stock dividends and  equity excludes
      preferred stock.
</FN>
</TABLE>


                                       12
<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

OVERVIEW

The  Corporation's  net  earnings  for 1997 were $2,729  million,  which,  after
payment of dividends on its variable cumulative  preferred stock,  resulted in a
contribution  of $2,651 million to GE Capital  Services'  1997 net earnings,  an
increase of 4% over 1996.  The  Corporation's  net earnings for 1996 were $2,632
million,  which, after payment of dividends on its variable cumulative preferred
stock,  resulted in a contribution to GE Capital  Services' 1996 net earnings of
$2,556  million,  an increase of 16% over 1995.  The increase in net earnings in
both 1997 and 1996 was largely  attributable  to the effects of continued  asset
growth,  principally from  acquisitions of businesses and portfolios  throughout
the period and higher origination volume in 1997.

The increase in earnings in both years reflected strong  performances in most of
the  financing  segments.  Earnings  in 1997  were  affected  by  higher  losses
associated with the  Corporation's  investment in Montgomery Ward Holding Corp.,
discussed on page 20, as well as by increased  automobile residual losses. These
matters  were  partially  offset  by  asset  gains,  including  securitizations.
Financing  spreads (the excess of yields over interest rates on borrowings) were
essentially  flat in 1997 and 1996 as the  reduction  in  yields  was  offset by
decreases  in borrowing  rates.  Increased  investment  income was caused by the
combination of ongoing growth in the investment portfolios and a higher level of
gains on investment securities.

Earnings in the  Specialty  Insurance  segment  also grew in 1997 and 1996.  The
increases in both years primarily reflected higher investment income, the result
of continued  growth in  investment  portfolios  and higher gains on  investment
securities,  improved earnings in the mortgage insurance business, the result of
improved market  conditions,  as well as contributions  of acquired  businesses.
Higher insurance losses,  reserves and other costs and expenses partially offset
these increases.

OPERATING RESULTS

REVENUES from all sources  increased  26% to $33.4 billion in 1997,  following a
25%  increase  to $26.6  billion in 1996.  Significant  portions  of the revenue
increase  of  the  financing   segments   arose  from  the  computer   equipment
distribution  businesses  acquired  during  1997 and 1996 and from the  consumer
savings and insurance  businesses  acquired  during 1996 and 1995.  Asset growth
contributed  to increased  revenues in both years,  but was partially  offset by
lower yields.  Financing  segments  revenues were negatively  affected by higher
losses  associated  with the  investment in Montgomery  Ward Holding Corp.  That
effect  was  partially  offset  by  gains  on  asset   transactions,   including
securitizations.

Gains on sales of warrants and other  equity  interests  obtained in  connection
with  certain  loans  and  sales  of  certain  assets,   including  real  estate
investments,  contributed $768 million to pre-tax income in 1997,  compared with
$482 million in 1996 and $381 million in 1995.

Specialty  Insurance  revenues  increased  36% to $2.8 billion in 1997 from $2.1
billion in 1996, which was up 18% over 1995. The increase in both years resulted
from increased premium and investment income associated with origination volume,
acquisitions and continued growth in the investment portfolios.

INTEREST EXPENSE on borrowings in 1997 was $7.3 billion, 4% higher than in 1996,
which was 9% higher than in 1995.  The increases in 1997 and 1996 were caused by
higher average borrowings used to finance asset growth,  partially offset by the
effects of lower average  interest  rates.  The  composite  interest rate on the
Corporation's  borrowings  was 6.05% in 1997,  compared  with  6.24% in 1996 and
6.77% in 1995. See pages 17-19 for an analysis of interest rate sensitivities.

OPERATING AND ADMINISTRATIVE  EXPENSES were $9.5 billion in 1997, a 25% increase
over 1996,  which was 32% higher than 1995.  The  increase in both 1997 and 1996
primarily reflected costs associated with acquired businesses and portfolios and
higher investment levels.


                                       13
<PAGE>

INSURANCE LOSSES AND  POLICYHOLDER  AND ANNUITY  BENEFITS  increased 52% to $4.8
billion in 1997,  compared  with a 57% increase to $3.2  billion in 1996.  These
increases were primarily driven by the consumer savings and insurance businesses
acquired in 1996 and 1995 and growth in originations throughout the period.

COST OF GOODS  SOLD was  associated  with the  computer  equipment  distribution
businesses.  This cost  amounted  to $4.1  billion in 1997,  compared  with $1.7
billion  in 1996 and $0.4  billion in 1995,  the  result of  acquisition-related
growth in 1997 and 1996.

PROVISION  FOR LOSSES ON FINANCING  RECEIVABLES  increased to $1,421  million in
1997,  compared with $1,033  million in 1996 and $1,117  million in 1995.  These
provisions principally related to private-label credit cards, bank credit cards,
auto loans and auto leases in the Consumer  Services  segment,  all of which are
discussed  below under  Portfolio  Quality.  The  increase  in 1997  principally
reflected higher average receivable balances as well as increased  delinquencies
in the consumer portfolio, consistent with industry experience. Higher portfolio
growth from originations resulted in higher provisions in 1995 than in 1996.

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING  LEASES  increased 14% to $2,443  million in 1997 compared with $2,137
million in 1996,  a 7% increase  over 1995.  The  increase in both years was the
result of additions to equipment  on operating  leases,  primarily  reflecting a
shift in auto  lease  volume  from  financing  leases to  operating  leases  and
increased volume in aircraft.

PROVISION  FOR INCOME TAXES was $997 million in 1997 (an  effective  tax rate of
26.8%),  compared with $1,172  million in  1996 (an effective tax rate of 30.8%)
and $1,071  million in 1995 (an effective  tax rate of 32.2%).  The decreases in
the 1997 provision for income taxes and effective tax rate were primarily caused
by increased tax credits and decreased taxes on non-U.S. earnings. The provision
for income  taxes  increased  in 1996,  reflecting  increased  pre-tax  earnings
subject to statutory tax rates; the lower effective tax rate resulted  primarily
from increased tax credits and decreased taxes on non-U.S. earnings.

OPERATING PROFIT BY INDUSTRY SEGMENT

Operating profit of the Corporation,  by industry segment, is summarized in note
17 to the consolidated financial statements and discussed below.

CONSUMER  SERVICES  operating  profit was $563  million in 1997,  compared  with
$1,269  million in 1996 and $1,044  million in 1995.  As indicated  above,  1997
operating  profit  included  higher  losses  associated  with the  investment in
Montgomery Ward Holding Corp. ("MWHC"), increased automobile residual losses and
a higher  provision  for  losses on  financing  receivables,  reflecting  higher
average  receivable  balances  and  increased  delinquencies,   consistent  with
industry  experience.  These items were partially offset by acquisition and core
growth,  principally from the consumer savings and insurance businesses, as well
as gains on asset transactions,  including securitizations. The increase in 1996
was led by strong  performances  from the auto  finance,  consumer  savings  and
insurance and non-U.S. private-label credit card businesses, resulting from both
acquisition  growth  and  higher  origination  volume.  The 1996  increase  also
reflected  improved market conditions in the mortgage  servicing  business.  The
1996  increases  were partially  offset by a higher  provision for losses,  also
reflecting  higher  average  receivable  balances and  increased  delinquencies,
consistent  with  industry  experience,  and higher losses  associated  with the
investment in MWHC.

EQUIPMENT  MANAGEMENT  operating profit increased to $1,062 million in 1997 from
$892 million in 1996, which was up from $869 million in 1995.  Increases in both
years reflected higher volume in most businesses resulting from originations and
acquisitions  of  businesses  and  portfolios.  The 1996  increase  included the
effects of the computer equipment  distribution  businesses acquired,  which was
partially  offset by  absence  of a  counterpart  to the 1995 gain on sale of an
outdoor media business.

SPECIALIZED  FINANCING operating profit increased to $1,036 million in 1997 from
$742 million in 1996, which increased 13% over 1995.  Increased operating profit
in 1997 primarily  reflected  higher asset gains,  including  increased gains on
sales of warrants and other equity interests obtained in connection with certain
loans  and  sales  of  certain   assets,  including   real  estate  investments,
as   discussed   above.    The   increase  in   1996    principally    reflected
lower   provisions   for losses,  primarily  related to  lower investment levels
from     sales      of     receivables     and      loan      repayments     and


                                       14
<PAGE>

improved  conditions in commercial real estate, and higher sales of warrants and
other equity  interests.  These  increases were offset in part by a reduction in
earnings  related  to  the  lower  investment  levels  and  increased  operating
expenses.

MID-MARKET  FINANCING  operating  profit  increased  to $622  million  in  1997,
compared  with $558  million  in 1996,  which was up from $467  million in 1995.
Asset growth from higher volumes and  acquisitions  of businesses and portfolios
was the most significant contributing factor in both years.

SPECIALTY INSURANCE operating profit increased to $434 million in 1997 from $348
million in 1996,  which  increased  from $325 million in 1995.  The increases in
both years primarily reflected higher investment income, the result of continued
growth in  investment  portfolios  and higher  gains on  investment  securities,
improved  earnings in the mortgage  insurance  business,  the result of improved
market  conditions,  as well as  contributions  of acquired  businesses.  Higher
insurance losses,  reserves and other costs and expenses  partially offset these
increases.

INTERNATIONAL OPERATIONS

The  Corporation's  international  operations  include  its  operations  located
outside  the  United  States  and  certain  of its  operations  that  cannot  be
meaningfully  associated with specific  geographic areas (for example,  shipping
containers  used  on  ocean-going  vessels).  The  Corporation's   international
revenues  were $10.7  billion in 1997,  an increase of 31% from $8.1  billion in
1996,  while  international  assets grew 35% from $50.9  billion at December 31,
1996,  to $68.5  billion  at the end of 1997.  This  revenue  and  asset  growth
occurred  primarily in Europe and, to a lesser extent, in Canada and the Pacific
Basin.  These  increases  were  attributable  to  the  Corporation's   continued
expansion as a global provider of a wide range of services.

Recent economic  developments  in parts of Asia have altered  somewhat the risks
and opportunities of the Corporation's  activities in affected economies.  These
activities  encompass  primarily  leasing  of  aircraft  and  providing  certain
financial  services within those Asian economies.  As such,  exposure exists to,
among other things,  increased receivable delinquencies and potential bad debts,
delays in orders,  principally  related  to  aircraft-related  equipment,  and a
slowdown  in   financial   services   activities.   Conversely,   new   sourcing
opportunities may arise and  liberalization  of financial  regulations opens new
opportunities to penetrate Asian financial  services markets.  Taken as a whole,
while this situation bears close monitoring and increased management  attention,
the current  situation is not expected to have a material  adverse effect on the
Corporation's financial position, results of operations or liquidity in 1998.

CAPITAL RESOURCES AND LIQUIDITY

STATEMENT OF FINANCIAL POSITION

INVESTMENT   SECURITIES  for  each  of  the  past  two  years  comprised  mainly
investment-grade  debt securities held by the Corporation's  specialty insurance
and annuity and investment businesses in support of obligations to policyholders
and annuitants. The increase of $8.8 billion during 1997 was principally related
to  acquisitions  and  increases in fair value as well as investment of premiums
received. A breakdown of the investment securities portfolio is provided in note
2 to the consolidated financial statements.

INVENTORIES  were $786  million and $376  million at December 31, 1997 and 1996,
respectively.  The  increase in 1997  primarily  reflected  acquisitions  in the
computer equipment distribution businesses.

FINANCING RECEIVABLES were $103.8 billion at year-end 1997, net of allowance for
doubtful accounts, up $4.1 billion over 1996. These receivables are discussed on
page 19 and in notes 3 and 4 to the consolidated financial statements.

OTHER  RECEIVABLES  were $11.9 billion and $8.5 billion at December 31, 1997 and
1996,  respectively.  Of the 1997  increase,  $1.2 billion was  attributable  to
acquisitions and the remainder resulted from core growth.

EQUIPMENT ON OPERATING  LEASES was $18.7  billion at December 31, 1997,  up $2.6
billion from 1996.  Details by category of investment  can be found in note 6 to
the   consolidated    financial   statements.    Additions   to   equipment   on


                                       15
<PAGE>

operating  leases were $6.8 billion during 1997 versus $5.3 billion during 1996,
principally  reflecting  a shift in auto lease volume from  financing  leases to
operating leases and increased acquisitions of new aircraft.

INTANGIBLE  ASSETS were $9.5 billion at year-end  1997,  up from $7.6 billion at
year-end 1996. The $1.9 billion increase in intangible  assets related primarily
to goodwill from acquisitions.

OTHER ASSETS totaled $24.0 billion at year-end 1997, compared with $19.5 billion
at the end of 1996. The $4.5 billion increase  related  principally to increases
in assets acquired for resale,  primarily residential  mortgages,  and increased
"separate  accounts," which are investments  controlled by policyholders and are
associated with identical amounts reported as insurance liabilities.

INSURANCE  LIABILITIES,  RESERVES  AND ANNUITY  BENEFITS  were $50.2  billion at
year-end  1997,  $6.9 billion  higher than in 1996.  The increase was  primarily
attributable to acquisitions in 1997 and the increase in separate accounts.  For
additional  information on these  liabilities,  see note 11 to the  consolidated
financial statements.

BORROWINGS  were $136.8  billion at December 31, 1997, of which $91.7 billion is
due in 1998 and $45.1 billion is due in subsequent years.  Comparable amounts at
the end of 1996 were $121.8 billion total, $75.0 billion due within one year and
$46.8 billion due thereafter.  The  Corporation's  composite  interest rates are
discussed on page 13. A large  portion of the  Corporation's  borrowings  ($67.6
billion and $51.2 billion at the end of 1997 and 1996,  respectively) was issued
in active commercial paper markets that management  believes will continue to be
a reliable  source of  short-term  financing.  The average  remaining  terms and
interest rates of the  Corporation's  commercial paper were 44 days and 5.83% at
the end of 1997, compared with 42 days and 5.58% at the end of 1996.

GE  Capital  leverage  (ratio  of debt to  equity,  excluding  from  equity  net
unrealized gains on investment  securities) was 7.94 to 1 at the end of 1997 and
7.92 to 1 at the end of 1996. By comparison,  including in equity net unrealized
gains on investment securities,  the GE Capital ratio of debt to equity was 7.45
to 1 at the end of 1997 and 7.84 to 1 at the end of 1996.

GE Company has  committed  to  contribute  capital to GE Capital in the event of
either a decrease below a specified level in the ratio of GE Capital's  earnings
to fixed charges, or a failure to maintain a specified  debt-to-equity  ratio in
the event certain GE Capital  preferred  stock is redeemed.  GE Company also has
guaranteed  the  Corporation's  subordinated  debt  with a face  amount  of $700
million at December 31, 1997 and 1996.  Management  believes the likelihood that
GE Company will be required to contribute  capital under either the  commitments
or the guarantees is remote.

STATEMENT OF CASH FLOWS

One of the  Corporation's  primary  sources  of  cash  is  financing  activities
involving  the  continued  rollover of  short-term  borrowings  and  appropriate
addition of borrowings  with a reasonable  balance of maturities.  Over the past
three years,  the  Corporation's  borrowings  with maturities of 90 days or less
have  increased  by  $18.4  billion.  New  borrowings  of $79.7  billion  having
maturities  longer  than 90 days were added  during  those  years,  while  $63.9
billion of such  longer-term  borrowings  were  retired.  The  Corporation  also
generated $23.7 billion of cash from continuing  operating activities during the
last three years.

The Corporation's principal use of cash has been investing in assets to grow its
businesses.  Of the $52.6  billion that the  Corporation  invested in continuing
operations  over the past three years,  $15.5  billion was used for additions to
financing  receivables;  $16.1  billion  was used to  invest  in new  equipment,
principally for lease to others;  and $12.8 billion was used for acquisitions of
new businesses.

With the  financial  flexibility  that  comes  with  excellent  credit  ratings,
management believes the Corporation should be well positioned to meet the global
needs of its customers for capital and to continue growing its diversified asset
base.


                                       16
<PAGE>

INTEREST RATE AND CURRENCY RISK MANAGEMENT

In normal  operations,  the  Corporation  must deal with  effects  of changes in
interest rates and currency exchange rates. The following discussion presents an
overview of how such changes are managed and a view of their potential effects.

The Corporation uses various financial  instruments,  particularly interest rate
and currency swaps, but also futures,  options and currency forwards,  to manage
risks.  The Corporation is exclusively an end user of these  instruments,  which
are commonly referred to as derivatives.  The Corporation does not engage in any
derivatives  trading,  market-making  or  other  speculative  activities  in the
derivative  markets.   More  detailed  information   regarding  these  financial
instruments,  as well as the strategies and policies for their use, is contained
in notes 1, 10 and 21 to the consolidated financial statements.

The  Corporation  manages its exposure to changes in interest rates, in part, by
funding its assets with an  appropriate  mix of fixed and variable rate debt and
its exposure to currency  fluctuations  principally  by funding  local  currency
denominated  assets  with debt  denominated  in those same  currencies.  It uses
interest  rate swaps,  currency  swaps  (including  non-U.S.  currency and cross
currency  interest rate swaps) and currency  forwards to achieve lower borrowing
costs.  Substantially all of these derivatives have been designated as modifying
interest rates and/or currencies associated with specific debt instruments.

These financial  instruments allow the Corporation to lower its cost of funds by
substituting  credit  risk for  interest  rate and  currency  risks.  Since  the
Corporation's  principal use of such swaps is to optimize funding costs, changes
in interest rates and exchange rates  underlying  swaps would not be expected to
have a material  impact on the  Corporation's  financial  position or results of
operations.   The   Corporation   conducts  almost  all  activities  with  these
instruments in the over-the-counter markets.

The  Corporation  is exposed  to  prepayment  risk in  certain  of its  business
activities, such as in its mortgage servicing and annuities activities. In order
to hedge those exposures,  the Corporation uses swaps, futures, and option-based
financial  instruments.  These  instruments  generally  behave  based on  limits
("caps",  "floors" or "collars") on interest rate movement. These swaps, futures
and option-based  instruments are governed by the credit risk policies described
below and are transacted in either exchange-traded or over-the-counter markets.

In addition,  as part of its ongoing  customer  activities,  the Corporation may
enter into swaps that are integrated with  investments in or loans to particular
customers  and do not  involve  assumption  of  third-party  credit  risk.  Such
integrated swaps are evaluated and monitored like their  associated  investments
or loans,  and are not therefore  subject to the same credit criteria that would
apply to a  stand-alone  swap.  All other  swaps,  forward  contracts  and other
derivatives have been designated as hedges of non-U.S.  net investments or other
assets.

Established  practices require that derivative  financial  instruments relate to
specific  asset,  liability  or equity  transactions  or to currency  exposures.
Substantially  all treasury actions are centrally  executed by the Corporation's
Treasury  Department,  which  maintains  controls on all  exposures,  adheres to
stringent  counterparty  credit  standards  and  actively  monitors  marketplace
exposures.

Given  the ways in which the  Corporation  uses  swaps,  purchased  options  and
forwards,  the principal risk is credit risk - risk that  counterparties will be
financially   unable  to  make  payments  in  accordance  with  the  agreements.
Associated  market risk is  meaningful  only as it relates to how changes in the
market value affect  credit  exposure to  individual  counterparties.  Except as
noted  above for  positions  that are  integrated  into  financings,  all swaps,
purchased  options and  forwards  are carried  out within the  following  credit
policy constraints.


                                       17
<PAGE>

    o    Once a  counterparty reaches a credit exposure limit (see table below),
         no additional  transactions  are permitted until the exposure with that
         counterparty  is  reduced to an amount  that is within the  established
         limit. Open contracts remain in force.

<TABLE>
<CAPTION>
COUNTERPARTY CREDIT CRITERIA                                  CREDIT RATING
                                                           --------------------
                                                                     STANDARD &
                                                            MOODY'S      POOR'S
                                                           --------    --------
<S>                                                             <C>         <C>
Term of transaction
 Between one and five years ............................        Aa3         AA-
 Greater than five years ...............................        Aaa         AAA
Credit exposure limits
 Up to $50 million .....................................        Aa3         AA-
 Up to $75 million .....................................        Aaa         AAA
</TABLE>

     o   All swaps are  executed under master swap agreements  containing mutual
         credit  downgrade  provisions  that  provide  the  ability  to  require
         assignment or termination in the event either party is downgraded below
         A3 or A-.

More credit latitude is permitted for  transactions  having original  maturities
shorter than one year because of their lower risk.

The  conversion of interest rate and currency risk into credit risk results in a
need to monitor  counterparty  credit risk  actively.  At December 31, 1997, the
notional amount of long-term  derivatives for which the  counterparty  was rated
below Aa3/AA- was $5.1 billion. These amounts are the result of (1) counterparty
downgrades, (2) transactions executed prior to the adoption of the Corporation's
current counterparty credit standards, and (3) transactions relating to acquired
assets or businesses.

Following is an analysis of credit risk exposures for the last three years.

<TABLE>
<CAPTION>
    PERCENTAGE OF NOTIONAL DERIVATIVE EXPOSURE BY COUNTERPARTY CREDIT RATING
- -------------------------------------------------------------------------------
MOODY'S/STANDARD & POOR'S                         1997        1996        1995 
- -------------------------                      --------    --------    --------
<S>                                                  <C>         <C>         <C>
Aaa/AAA ....................................         75%         78%         75%
Aa/AA ......................................         20%         17%         22%
A/A and below ..............................          5%          5%          3%
</TABLE>

The optimal funding strategy is sometimes  achieved by using multiple swaps. For
example,  to obtain fixed rate U.S. dollar  funding,  several  alternatives  are
generally  available.  One alternative is a swap of non-U.S.  dollar denominated
fixed rate debt into U.S.  dollars.  The synthetic U.S. dollar  denominated debt
would be effectively  created by taking the following  steps:  (1) issuing fixed
rate, non-U.S.  currency  denominated debt, (2) entering into a swap under which
fixed rate non-U.S.  currency denominated interest will be received and floating
rate non-U.S.  currency denominated interest will be paid, and (3) entering into
a swap under which floating rate non-U.S.  currency  principal and interest will
be received and fixed rate U.S. dollar  denominated  principal and interest will
be paid. The end result is, in every important  respect,  fixed rate U.S. dollar
denominated financing with an element of controlled credit risk. The Corporation
uses multiple swaps only as part of such transactions.

The  interplay  of  the  Corporation's  credit  risk  policy  with  its  funding
activities is seen in the following example, in which the Corporation is assumed
to have been offered three  alternatives  for funding  five-year fixed rate U.S.
dollar assets with five-year fixed rate U.S. dollar debt.


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                        SPREAD OVER             
                                                            U.S.                
                                                         TREASURIES             
                                                             IN                 
                                                           BASIS                
                                                           POINTS   COUNTERPARTY
                                                        ----------- ------------
<C>                                                           <C>        <C>    
1.  Fixed rate five-year medium term note ...........        +65         --     
2.  U.S. dollar commercial paper swapped into
      five-year U S. dollar fixed rate funding ......        +40          A     
3.  Swiss franc fixed rate debt swapped into
      five-year U.S dollar fixed rate funding .......        +35          B     
</TABLE>

Counterparty A is a major  brokerage  house with a Aaa/AAA rated swap subsidiary
and a current  exposure to the  Corporation of $39 million.  Counterparty B is a
Aa2/AA rated insurance company with a current exposure of $50 million.

In this  hypothetical  case, the  Corporation  would have chosen  alternative 2.
Alternative 1 is unacceptably costly.  Although alternative 3 would have yielded
a lower  immediate cost of funds,  the additional  credit risk of Counterparty B
would have exceeded the Corporation's risk management limits.

The  Securities  and Exchange  Commission  requires  that  registrants  disclose
information  about  potential  effects of changes in interest rates and currency
exchange. Although the rules offer alternatives for presenting this information,
none of the  alternatives is without  limitations.  The following  discussion is
based on  so-called  "shock-tests,"  which model  effects of  interest  rate and
currency shifts on the reporting  company.  Shock tests, while probably the most
meaningful analysis permitted, are constrained by several factors, including the
necessity to conduct the  analysis  based on a single point in time and by their
inability to include the extraordinarily  complex market reactions that normally
would arise from the market shifts modeled. While the following results of shock
tests for interest rates and currencies may have some limited use as benchmarks,
they should not be viewed as forecasts.

 o   One  means   of   assessing   exposure  to  interest   rate  changes  is  a
     duration-based  analysis that  measures the potential  loss in net earnings
     resulting  from a  hypothetical  increase  in  interest  rates of 100 basis
     points across all maturities (sometimes referred to as a "parallel shift in
     the yield  curve").  Under  this  model,  it is  estimated  that,  all else
     constant,  such an increase,  including repricing effects in the securities
     portfolio,  would reduce the 1998 net earnings of the Corporation  based on
     year-end 1997 positions by approximately $100 million.

 o   One means of  assessing  exposure to changes in currency  exchange rates is
     to  model  effects  on  reported  earnings  using a  sensitivity  analysis.
     Year-end  1997  consolidated   currency   exposures,   including  financial
     instruments  designated and effective as hedges,  were analyzed to identify
     Corporation assets and liabilities denominated in other than their relevant
     functional  currency.  Net unhedged  exposures in each  currency  were then
     remeasured  assuming a 10% decrease  (substantially  greater  decreases for
     hyperinflationary  currencies) in currency exchange rates compared with the
     U.S.  dollar.  Under this model,  it is estimated  that, all else constant,
     such a decrease would reduce the 1998 net earnings of the Corporation based
     on year-end 1997 positions by an insignificant amount.

PORTFOLIO QUALITY

FINANCING  RECEIVABLES are the Financing segment's largest asset and its primary
source of revenues. The portfolio of financing receivables, before allowance for
losses,  increased to $106.6  billion at the end of 1997 from $102.4  billion at
the end of 1996,  principally  reflecting  acquisition  growth  and  origination
volume that were partially offset by securitizations of receivables. The related
allowance  for  losses at the end of 1997  amounted  to $2.8  billion  (2.63% of
receivables  - the same as 1996 and 1995)  and,  in  management's  judgment,  is
appropriate given the risk profile of the portfolio. A discussion of the quality
of certain elements of the portfolio of financing  receivables follows.  Further
details  are  included  in  notes  3,  4 and  6 to  the  consolidated  financial
statements.

"Nonearning"  receivables  are those that are 90 days or more delinquent (or for
which   collection  has  otherwise   become   doubtful)  and   "reduced-earning"
receivables  are  commercial  receivables  whose  terms  have  been restructured

                                       19
<PAGE>

to  a   below-market   yield.   The  following   discussion  of  nonearning  and
reduced-earning  receivable  balances and  write-off  amounts  excludes  amounts
related to Montgomery  Ward Holding Corp.  and  affiliates  which are separately
discussed below.

CONSUMER  FINANCING  RECEIVABLES  at  year-end  1997 and  1996 are  shown in the
following table:
<TABLE>
<CAPTION>
(In millions)                                                 1997        1996 
                                                           --------    --------
<S>                                                        <C>         <C>     
Credit card and personal loans .........................   $ 25,773    $ 27,127
Auto loans .............................................      8,973       5,915
Auto financing leases ..................................     13,346      13,113
                                                           --------    --------
  Total consumer financing receivables .................   $ 48,092    $ 46,155
                                                           ========    ========

Nonearning .............................................   $  1,049    $    926
  - As a percentage of total ...........................        2.2%        2.0%
Receivable write-offs for the year .....................   $  1,298    $    870
</TABLE>

The decrease in credit card and personal loan portfolios primarily resulted from
securitization  of receivables,  partially offset by portfolio  acquisitions and
origination volume. Both the auto loan and financing lease portfolios  increased
as a result of  acquisition  growth;  however,  the  increase in auto  financing
leases was  partially  offset by a shift in U.S.  lease  volume  from  financing
leases to operating leases.  Nonearning receivables did not change significantly
during 1997. A substantial  amount of the nonearning  consumer  receivables were
U.S.  private-label credit card loans which were subject to various loss-sharing
arrangements that provide full or partial recourse to the originating  retailer.
Increased write-offs of consumer receivables were primarily  attributable to the
impact of higher delinquencies and personal bankruptcies on the credit card loan
portfolios in the United States, consistent with overall industry experience, as
well as higher average receivable balances worldwide.

OTHER  FINANCING  RECEIVABLES,  totaling  $58.5  billion at December  31,  1997,
consisted  of a diverse  commercial,  industrial  and  equipment  loan and lease
portfolio.  This portfolio increased $2.3 billion during 1997, primarily because
of  increased  origination  volume,  partially  offset by sales of  receivables.
Related nonearning and reduced-earning receivables were $353 million at year-end
1997, compared with $471 million at year-end 1996.

As discussed in note 3 to the consolidated financial statements, Montgomery Ward
Holding Corp.  ("MWHC") filed a bankruptcy  petition for reorganization in 1997.
MWHC reported losses from operations during 1997, and the Corporation's share of
such losses was $380 million (after tax). The Corporation  recorded its share of
losses by reducing its investments in MWHC,  resulting in the writing off of its
investments  in MWHC common and  preferred  stock.  In addition to those  equity
investments,   the  Corporation  has  other  investments,   primarily  inventory
financing, that resulted from ordinary course of business transactions with MWHC
and affiliates. Such investments, after reduction for the Corporation's share of
losses as discussed above,  amounted to  approximately  $795 million at December
31, 1997 ($617 million classified as financing receivables).  Income recognition
had  been  suspended  on these  pre-bankruptcy  investments.  Subsequent  to the
petition,  the  Corporation  committed  to  provide  MWHC up to $1.0  billion in
debtor-in-possession  financing, subject to certain conditions, in order to fund
working capital  requirements and general corporate expenses. A majority of this
facility has been  syndicated;  total borrowings under this facility at December
31,  1997,  were  insignificant.  The  Corporation  also  provides  financing to
customers  of  MWHC  and  affiliates  through  the  Corporation's   wholly-owned
affiliates,  Montgomery Ward Credit Corporation and Monogram Credit Card Bank of
Georgia.  These receivables,  which represent revolving credit card transactions
directly with customers of MWHC and affiliates,  aggregated approximately $4,232
million at December 31, 1997,  including $1,755 million that have been sold with
recourse by the  Corporation's  affiliates.  The  obligations  of customers with
respect to these receivables are not affected by the bankruptcy filing. MWHC and
its affiliates, under new management in 1997, are continuing their restructuring
efforts as well as developing a plan of reorganization.

The Corporation held loans and leases to commercial  airlines  amounting to $9.0
billion  at the end of  1997,  up from  $8.2  billion  at the end of  1996.  The
Corporation's  commercial aircraft positions also included financial guarantees,
funding  commitments  and  aircraft  orders  as  discussed  in  note  6  to  the
consolidated financial statements.

                                       20
<PAGE>

ENTERING 1998,  management  believes that continued  vigilant  attention to risk
management  and  controllership  and  a  strong  focus  on  quality  -  complete
satisfaction  of  customer  needs -  position  it to deal  effectively  with the
increasing competition in an ever-changing economy.

YEAR 2000

Year 2000 compliance  programs and information  systems  modifications have been
initiated  in an attempt to ensure  that these  systems and key  processes  will
remain functional. This objective is expected to be achieved either by modifying
present systems using existing internal and external programming resources or by
installing new systems, including enterprise systems, and by monitoring supplier
and other third-party interfaces.  While there can be no assurance that all such
modifications  will be successful,  management does not expect that either costs
of modifications or consequences of any unsuccessful modifications should have a
material  adverse effect on the  Corporation's  financial  position,  results of
operations or liquidity.

NEW ACCOUNTING STANDARDS

New accounting  standards issued in 1997 are described  below.  Neither of these
standards  will  have  any  effect  on the  financial  position  or  results  of
operations of the Corporation.  The Financial  Accounting Standards Board issued
two  Statements  of Financial  Accounting  Standards  ("SFAS")  that will affect
presentation in the Corporation's 1998 Annual Report on Form 10-K. SFAS No. 130,
Reporting  Comprehensive  Income,  will require  display of certain  information
about  adjustments  to equity - most  notably,  adjustments  arising from market
value changes in marketable securities. SFAS No. 131, Disclosures about Segments
of an Enterprise and Related  Information,  will require additional  information
about industry segments.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information  about  potential  effects of changes in interest rates and currency
exchange on the Corporation is discussed on pages 17-19.


                                       21
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
General Electric Capital Corporation:

We have  audited  the  consolidated  financial  statements  of General  Electric
Capital  Corporation  and  consolidated  affiliates  as  listed  in Item 14.  In
connection with our audits of the  consolidated  financial  statements,  we also
have  audited  the  financial  statement  schedule  listed  in  Item  14.  These
consolidated  financial  statements and the financial statement schedule are the
responsibility of the Corporation's management. Our responsibility is to express
an  opinion  on  these  consolidated  financial  statements  and  the  financial
statement schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of General Electric
Capital  Corporation and consolidated  affiliates at December 31, 1997 and 1996,
and the results of their  operations  and their cash flows for each of the years
in the three-year  period ended December 31, 1997, in conformity  with generally
accepted  accounting  principles.  Also in our  opinion,  the related  financial
statement  schedule,  when  considered  in  relation  to the basic  consolidated
financial  statements  taken  as a  whole,  presents  fairly,  in  all  material
respects, the information set forth therein.


/s/ KPMG Peat Marwick LLP

Stamford, Connecticut
February 13, 1998


                                       22
<PAGE>

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                   STATEMENT OF CURRENT AND RETAINED EARNINGS


For the years ended December 31 (In millions)                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
REVENUES
Time sales, loan and other income (Note 14) ................................   $ 11,877    $ 11,305    $ 10,006
Operating lease rentals ....................................................      4,819       4,341       4,079
Financing leases ...........................................................      3,499       3,485       3,176
Investment income ..........................................................      4,071       2,377       1,631
Premium and commission income of insurance affiliates (Note 11) ............      4,516       3,136       1,820
Sales of goods .............................................................      4,622       1,926         467
                                                                               --------    --------    --------
  Total revenues ...........................................................     33,404      26,570      21,179
                                                                               --------    --------    --------

EXPENSES
Interest ...................................................................      7,330       7,042       6,455
Operating and administrative (Note 15) .....................................      9,472       7,565       5,747
Insurance losses and policyholder and annuity benefits (Note 11) ...........      4,825       3,183       2,031
Cost of goods sold .........................................................      4,147       1,720         415
Provision for losses on financing receivables (Note 4) .....................      1,421       1,033       1,117
Depreciation and amortization of buildings and equipment
 and equipment on operating leases (Notes 6 & 7) ...........................      2,443       2,137       2,001
Minority interest in net earnings of consolidated affiliates ...............         40          86          81
                                                                               --------    --------    --------
  Total expenses ...........................................................     29,678      22,766      17,847
                                                                               --------    --------    --------
Earnings before income taxes ...............................................      3,726       3,804       3,332
Provision for income taxes (Note 16) .......................................       (997)     (1,172)     (1,071)
                                                                               --------    --------    --------
NET EARNINGS ...............................................................      2,729       2,632       2,261
Dividends paid (Note 13) ...................................................     (1,546)       (891)     (1,645)
Retained earnings at January 1 .............................................     10,678       8,937       8,321
                                                                               --------    --------    --------
RETAINED EARNINGS AT DECEMBER 31 ...........................................   $ 11,861    $ 10,678    $  8,937
                                                                               ========    ========    ========
</TABLE>


See Notes to Consolidated Financial Statements.


                                       23
<PAGE>

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                         STATEMENT OF FINANCIAL POSITION

At December 31 (In millions)                                                                  1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
ASSETS
Cash and equivalents ...................................................................   $  4,648    $  3,074
Investment securities (Note 2) .........................................................     53,103      44,340
Financing receivables (Note 3):
  Time sales and loans, net of deferred income .........................................     64,832      62,832
  Investment in financing leases, net of deferred income ...............................     41,769      39,575
                                                                                           --------    --------
                                                                                            106,601     102,407
  Allowance for losses on financing receivables (Note 4) ...............................     (2,802)     (2,693)
                                                                                           --------    --------
    Financing receivables - net ........................................................    103,799      99,714
Other receivables - net (Note 5) .......................................................     11,925       8,456
Equipment on operating leases (at cost), less accumulated amortization of $6,126
  and $5,625 (Note 6) ..................................................................     18,689      16,134
Buildings and equipment (at cost), less accumulated depreciation of $1,421
  and $1,188 (Note 7) ..................................................................      2,335       1,647
Intangible assets (Note 8) .............................................................      9,459       7,594
Inventory ..............................................................................        786         376
Other assets (Note 9) ..................................................................     24,033      19,481
                                                                                           --------    --------
  TOTAL ASSETS .........................................................................   $228,777    $200,816
                                                                                           ========    ========

LIABILITIES AND EQUITY
Short-term borrowings (Note 10) ........................................................   $ 91,680    $ 74,971
Long-term borrowings (Note 10) .........................................................     45,134      46,821
                                                                                           --------    --------
  Total borrowings .....................................................................    136,814     121,792
Accounts payable .......................................................................      6,003       5,618
Insurance liabilities, reserves and annuity benefits (Note  11) ........................     50,248      43,263
Other liabilities ......................................................................      8,312       6,466
Deferred income taxes (Note 16) ........................................................      8,167       7,472
                                                                                           --------    --------
  Total liabilities ....................................................................    209,544     184,611
                                                                                           --------    --------
Minority interest in equity of consolidated affiliates (Note 12) .......................        860         679
                                                                                           --------    --------
Variable  cumulative  preferred stock, $100 par value,  liquidation  preference
  $100,000 per share (23,000  shares authorized at December 31, 1997 and 1996;
  22,300 shares and 18,000 shares outstanding at December 31, 1997 and 1996,
  respectively) ........................................................................          2           2
Common stock, $200 par value (3,866,000 shares authorized and 3,837,825 shares
  outstanding at December 31, 1997 and 1996) ...........................................        768         768
Additional paid-in capital .............................................................      4,744       4,024
Retained earnings ......................................................................     11,861      10,678
Unrealized gains on investment securities ..............................................      1,145         149
Foreign currency translation adjustments ...............................................       (147)        (95)
                                                                                           --------    --------
  Total equity (Note 13) ...............................................................     18,373      15,526
                                                                                           --------    --------
  TOTAL LIABILITIES AND EQUITY .........................................................   $228,777    $200,816
                                                                                           ========    ========
</TABLE>


See Notes to Consolidated Financial Statements.


                                       24
<PAGE>

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                             STATEMENT OF CASH FLOWS

For the years ended December 31 (In millions)                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ...............................................................   $  2,729    $  2,632    $  2,261
Adjustments to reconcile net earnings to cash provided from
 operating activities:
  Provision for losses on financing receivables ............................      1,421       1,033       1,117
  Increase in insurance liabilities, reserves and annuity benefits .........      1,825       1,373       1,006
  Increase in inventories ..................................................       (244)        (58)        (15)
  Increase in deferred income taxes ........................................        588       1,025         653
  Depreciation and amortization of buildings and equipment and
    equipment on operating leases ..........................................      2,443       2,137       2,001
  Increase in accounts payable .............................................        138         422         720
  Other - net ..............................................................     (2,782)        853         372
                                                                               --------    --------    --------
 Cash from operating activities ............................................      6,118       9,417       8,115
                                                                               --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in financing receivables (Note 20) ............................     (1,898)     (2,278)    (11,309)
Buildings and equipment and equipment on operating leases
 - additions ...............................................................     (6,160)     (5,348)     (4,628)
 - dispositions ............................................................      2,209       1,326       1,495
Payments for principal businesses purchased, net of cash acquired ..........     (3,820)     (4,385)     (4,600)
All other investing activities (Note 20) ...................................     (5,163)     (5,405)     (2,617)
                                                                               --------    --------    --------
 Cash used for investing activities ........................................    (14,832)    (16,090)    (21,659)
                                                                               --------    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities of 90 days or less) ...................     12,964      10,996      (5,547)
Newly issued debt (maturities longer than 90 days) (Note 20) ...............     20,825      22,345      36,480
Repayments and other reductions (maturities longer than 90 days) (Note 20) .    (22,757)    (24,056)    (17,045)
Dividends paid .............................................................     (1,540)       (891)       (961)
Issuance of preferred stock in excess of par value .........................        430        --           924
Issuance of variable cumulative preferred stock by consolidated affiliate ..        175         125         120
All other financing activities (Note 20) ...................................        191         (88)        177
                                                                               --------    --------    --------
 Cash from financing activities ............................................     10,288       8,431      14,148
                                                                               --------    --------    --------

INCREASE IN CASH AND EQUIVALENTS DURING THE YEAR ...........................      1,574       1,758         604
CASH AND EQUIVALENTS AT BEGINNING OF YEAR ..................................      3,074       1,316         712
                                                                               --------    --------    --------
CASH AND EQUIVALENTS AT END OF YEAR ........................................   $  4,648    $  3,074    $  1,316
                                                                               ========    ========    ========
</TABLE>


See Notes to Consolidated Financial Statements.


                                       25
<PAGE>


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION  - The  consolidated  financial  statements  represent  the adding
together of General Electric Capital  Corporation  ("the Parent") and all of its
majority-owned   and   controlled   affiliates   ("consolidated    affiliates"),
(collectively  called "the  Corporation").  All outstanding  common stock of the
Parent  is owned  by  General  Electric  Capital  Services,  Inc.  ("GE  Capital
Services"),  all of whose common stock is owned by General Electric Company ("GE
Company").  All  significant  transactions  among the  Parent  and  consolidated
affiliates have been eliminated. Other associated companies, generally companies
that  are  20%  to 50%  owned  and  over  which  the  Corporation,  directly  or
indirectly,  has significant influence,  are included in other assets and valued
at the appropriate share of equity plus loans and advances.  Certain  prior-year
amounts have been reclassified to conform to the current year presentation.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts and related  disclosures.  Actual results could differ
from those estimates.

METHODS OF RECORDING  REVENUES  FROM  SERVICES  (EARNED  INCOME) - Income on all
loans is  recognized  on the  interest  method.  Accrual of  interest  income is
suspended at the earlier of the time at which  collection of an account  becomes
doubtful or the account becomes 90 days delinquent.  Interest income on impaired
loans is recognized  either as cash is collected or on a cost recovery  basis as
conditions warrant.

Financing  lease  income is recorded on the  interest  method so as to produce a
level yield on funds not yet recovered.  Estimated  unguaranteed residual values
of leased assets are based primarily on periodic  independent  appraisals of the
values of leased assets remaining at expiration of the lease terms.

Operating lease income is recognized on a straight-line  basis over the terms of
the underlying leases.

Origination,  commitment  and other  nonrefundable  fees related to fundings are
deferred and recorded in earned income on the interest  method.  Commitment fees
related to loans not expected to be funded and line-of-credit  fees are deferred
and recorded in earned income on a straight-line  basis over the period to which
the fees  relate.  Syndication  fees are  recorded in earned  income at the time
related services are performed unless significant contingencies exist.

Premium income from insurance activities is discussed under insurance accounting
policies.

SALES OF GOODS - A sale is recorded when title passes to the customer.

CASH AND EQUIVALENTS - Certificates  and other time deposits are treated as cash
equivalents.

ALLOWANCE FOR LOSSES ON FINANCING  RECEIVABLES AND INVESTMENTS - The Corporation
maintains an allowance for losses on financing  receivables at an amount that it
believes is sufficient to provide adequate  protection  against future losses in
the portfolio.

When  collateral is  repossessed  in  satisfaction  of a loan, the receivable is
written down against the allowance for losses to estimated fair value less costs
to sell,  transferred to other assets and  subsequently  carried at the lower of
cost or estimated fair value less costs to sell. This accounting method has been
employed principally for specialized financing transactions.

INVESTMENT SECURITIES - Investments in debt and marketable equity securities are
reported at fair value.  Substantially all investment  securities are designated
as available for sale, with unrealized gains and losses included in equity,  net


                                       26
<PAGE>

of applicable taxes and other adjustments. Unrealized losses that are other than
temporary are  recognized in earnings.  Realized  gains and losses are accounted
for on the specific identification method.

INVENTORIES  - The  Corporation's  inventories  consist  primarily  of  finished
products  held for  sale.  All  inventories  are  stated at the lower of cost or
realizable values. Cost is primarily determined on a first-in, first-out basis.

EQUIPMENT  ON  OPERATING  LEASES -  Equipment  is  amortized,  principally  on a
straight-line  basis,  to estimated net salvage value over the lease term or the
estimated economic life of the equipment.

BUILDINGS AND EQUIPMENT - Depreciation is recorded on either a  sum-of-the-years
digits formula or a straight-line basis over the lives of the assets.

INTANGIBLE  ASSETS - Goodwill is amortized over its estimated  period of benefit
on a straight-line  basis;  other intangible assets are amortized on appropriate
bases over their  estimated  lives.  No  amortization  period  exceeds 40 years.
Goodwill in excess of associated  expected operating cash flows is considered to
be impaired  and is written  down to fair value,  which is  determined  based on
either discounted future cash flows or appraised values, depending on the nature
of the assets.

INTEREST  RATE AND  CURRENCY  RISK  MANAGEMENT  - As a  matter  of  policy,  the
Corporation  does not  engage in  derivatives  trading,  market-making  or other
speculative activities. The Corporation uses swaps primarily to optimize funding
costs. To a lesser degree,  and in combination with options and limit contracts,
the Corporation uses swaps to stabilize cash flows from mortgage-related assets.

Interest rate and currency  swaps that modify  borrowings or designated  assets,
including  swaps  associated  with forecasted  commercial  paper  renewals,  are
accounted for on an accrual basis. The Corporation  requires all other swaps, as
well as futures,  options and currency forwards,  to be designated and accounted
for as  hedges  of  specific  assets,  liabilities  or  committed  transactions;
resulting payments and receipts are recognized contemporaneously with effects of
hedged  transactions.  A payment or receipt arising from early termination of an
effective  hedge is accounted  for as an  adjustment  to the basis of the hedged
transaction.

Instruments  used as hedges must be effective  at reducing  the risk  associated
with  the  exposure  being  hedged  and  must be  designated  as a hedge  at the
inception  of the  contract.  Accordingly,  changes  in  market  values of hedge
instruments  must  be  highly  correlated  with  changes  in  market  values  of
underlying  hedged items both at inception of the hedge and over the life of the
hedge contract.  Any instrument  designated but ineffective as a hedge is marked
to market and recognized in operations immediately.

INSURANCE ACCOUNTING POLICIES - Accounting policies for insurance businesses are
as follows.

PREMIUM INCOME. Insurance premiums are reported as earned income as follows:

  o  For short-duration  insurance  contracts  (including property and casualty,
     accident  and health,  and  financial  guaranty  insurance),  premiums  are
     reported as earned income, generally on a pro rata basis, over the terms of
     the related agreements.  For retrospectively  rated reinsurance  contracts,
     premium  adjustments  are  recorded  based  on  estimated  losses  and loss
     expenses, taking into consideration both case and incurred-but-not-reported
     reserves.

  o  For  traditional  long-duration   insurance  contracts  (including term and
     whole life contracts and annuities  payable for the life of the annuitant),
     premiums are reported as earned income when due.

  o  For investment  contracts  and universal life contracts,  premiums received
     are reported as liabilities,  not as revenues. Universal life contracts are
     long-duration  insurance  contracts  with  terms  that  are not  fixed  and
     guaranteed;  for these  contracts,  revenues are recognized for assessments
     against  the  policyholder's  account,   mostly  for  mortality,   contract
     initiation,   administration  and  surrender.   Investment   contracts  are
     contracts that have neither significant mortality nor significant morbidity
     risk,  including  annuities  payable  for a  determined  period;  for these
     contracts,  revenues  are  recognized  on the  associated  investments  and
     amounts credited to policyholder accounts are charged to expense.


                                       27
<PAGE>

DEFERRED  POLICY  ACQUISITION  COSTS.  Costs  that vary  with and are  primarily
related to the acquisition of new and renewal insurance and investment contracts
are deferred and amortized over the respective policy terms.

  o  For short-duration insurance contracts, these  costs are amortized pro rata
     over the contract periods in which the related premiums are earned.

  o  For  traditional  long-duration  insurance  contracts,   these   costs  are
     amortized  over the  respective  contract  periods in  proportion to either
     anticipated  premium income or, in the case of  limited-payment  contracts,
     estimated benefit payments.

  o  For  investment  contracts and  universal life  contracts,  these costs are
     amortized on the basis of anticipated gross profits.

Periodically, deferred policy acquisition costs are reviewed for recoverability;
anticipated   investment   income  is   considered   in  making   recoverability
evaluations.

PRESENT VALUE OF FUTURE  PROFITS.  The actuarially  determined  present value of
anticipated net cash flows to be realized from insurance, annuity and investment
contracts in force at the date of acquisition  of life insurance  enterprises is
recorded as the present value of future profits ("PVFP"). PVFP is amortized over
the respective  policy terms in a manner similar to deferred policy  acquisition
costs;  unamortized  balances are adjusted to reflect experience and impairment,
if any.


NOTE 2.        INVESTMENT SECURITIES

A summary of investment securities follows:

<TABLE>
<CAPTION>
(In millions)                                                                  GROSS        GROSS                          
                                                                  AMORTIZED  UNREALIZED  UNREALIZED   ESTIMATED
DECEMBER 31, 1997                                                    COST       GAINS       LOSSES   FAIR VALUE
                                                                   --------    --------    --------    --------
<S>                                                                <C>         <C>         <C>         <C>     
Debt securities:                                                                                               
 U.S. corporate ................................................   $ 22,308    $    972    $    (49)   $ 23,231
 State and municipal ...........................................      5,235         290          (l)      5,524
 Mortgage-backed ...............................................      9,777         255         (27)     10,005
 Corporate - non-U.S. ..........................................      5,953         258          (6)      6,205
 Government - non-U.S. .........................................      1,257          30        --         1,287
 U.S. government and federal agency ............................      1,838          86          (3)      1,921
Equity securities ..............................................      4,617         367         (54)      4,930
                                                                   --------    --------    --------    --------
                                                                   $ 50,985    $  2,258    $   (140)   $ 53,103
                                                                   ========    ========    ========    ========
DECEMBER 31, 1996

Debt securities:
 U.S. corporate ................................................   $ 21,093    $    294    $   (637)   $ 20,750
 State and municipal ...........................................      4,366         120         (26)      4,460
 Mortgage-backed ...............................................      9,139         240        (100)      9,279
 Corporate - non-U.S. ..........................................      3,140          53         (11)      3,182
 Government - non-U.S. .........................................        779           5          (1)        783
 U.S. government and federal agency ............................      1,824          31          (5)      1,850
Equity securities ..............................................      3,728         325         (17)      4,036
                                                                   --------    --------    --------    --------
                                                                   $ 44,069    $  1,068    $   (797)   $ 44,340
                                                                   ========    ========    ========    ========
</TABLE>

The  majority  of  mortgage-backed  securities  shown  in the  table  above  are
collateralized by U.S. residential mortgages.


                                       28
<PAGE>

At December 31, 1997,  contractual  maturities  of debt  securities,  other than
mortgage-backed securities, were as follows:

<TABLE>
<CAPTION>
                                                          AMORTIZED   ESTIMATED
(In millions)                                                COST    FAIR VALUE
                                                           --------    --------
<S>                                                        <C>         <C>     
Due in:
 1998 ..................................................   $  1,568    $  1,575
 1999-2002 .............................................     10,272      10,528
 2003-2007 .............................................      9,289       9,638
 2008 and later ........................................     15,462      16,427
</TABLE>

It is expected that actual  maturities will differ from  contractual  maturities
because  borrowers  have  the  right  to call  or  prepay  certain  obligations,
sometimes  without  call  or  prepayment  penalties.   Proceeds  from  sales  of
investment  securities in 1997 were $8,485 million  ($5,375  million in 1996 and
$6,225  million in 1995).  Gross  realized gains were $618 million in 1997 ($321
million  in 1996 and $241  million  in 1995).  Gross  realized  losses  were $81
million in 1997 ($96 million in 1996 and $86 million in 1995).


NOTE 3.        FINANCING RECEIVABLES

Financing receivables at December 31, 1997 and 1996, are shown below.

<TABLE>
<CAPTION>
(In millions)                                                 1997        1996 
                                                           --------    --------
<S>                                                        <C>         <C>     
Time sales and loans:
 Consumer Services .....................................   $ 42,270    $ 40,479
 Specialized Financing .................................     13,974      14,832
 Mid-Market Financing ..................................     11,401       9,978
 Equipment Management ..................................        469         448
 Specialty Insurance ...................................        202         339
                                                           --------    --------
                                                             68,316      66,076
Deferred income ........................................     (3,484)     (3,244)
                                                           --------    --------
  Time sales and loans - net of deferred income ........     64,832      62,832
                                                           --------    --------

Investment in financing leases:
 Direct financing leases ...............................     38,616      36,576
 Leveraged leases ......................................      3,153       2,999
                                                           --------    --------
  Investment in financing leases .......................     41,769      39,575
                                                           --------    --------
                                                            106,601     102,407
Less allowance for losses (Note 4) .....................     (2,802)     (2,693)
                                                           --------    --------
                                                           $103,799    $ 99,714
                                                           ========    ========
</TABLE>


Time sales and loans  represents  transactions in a variety of forms,  including
time  sales,  revolving  charge  and  credit,   mortgages,   installment  loans,
intermediate-term  loans and  revolving  loans secured by business  assets.  The
portfolio includes time sales and loans carried at the principal amount on which
finance  charges are billed  periodically,  and time sales and loans  carried at
gross book value,  which includes  finance  charges.  At year-end 1997 and 1996,
specialized  financing and consumer  services loans included $10,503 million and
$12,075 million, respectively, for commercial real estate loans. Note 6 contains
information on commercial airline loans and leases.

At  December  31,  1997,  contractual  maturities  for time sales and loans were
$28,983 million in 1998; $12,792 million in 1999; $7,967 million in 2000; $5,156
million  in  2001;  $3,985  million  in 2002 and  $9,433  million  thereafter  -


                                       29
<PAGE>

aggregating $68,316 million.  Experience has shown that a substantial portion of
receivables  will  be paid  prior  to  contractual  maturity.  Accordingly,  the
maturities of time sales and loans are not to be regarded as forecasts of future
cash collections.

Investment in financing leases consists of direct financing and leveraged leases
of aircraft, railroad rolling stock, autos, other transportation equipment, data
processing  equipment  and medical  equipment,  as well as other  manufacturing,
power generation, mining and commercial equipment and facilities.

As the sole  owner of assets  under  direct  financing  leases and as the equity
participant  in  leveraged  leases,  the  Corporation  is taxed  on total  lease
payments  received and is entitled to tax deductions based on the cost of leased
assets and tax  deductions for interest paid to  third-party  participants.  The
Corporation generally is entitled to any residual value of leased assets.

Investment in direct  financing and leveraged leases  represents  unpaid rentals
and estimated  unguaranteed  residual values of leased  equipment,  less related
deferred  income.  The Corporation  has no general  obligation for principal and
interest on notes and other instruments representing  third-party  participation
related to  leveraged  leases;  such notes and other  instruments  have not been
included  in  liabilities  but have been  offset  against  the  related  rentals
receivable. The Corporation's share of rentals receivable on leveraged leases is
subordinate to the share of other  participants who also have security interests
in the leased equipment.

The  Corporation's  net investment in financing  leases at December 31, 1997 and
1996, is shown below.
<TABLE>
<CAPTION>
                                                  TOTAL                    DIRECT                              
                                             FINANCING LEASES        FINANCING LEASES        LEVERAGED LEASES  
                                           --------------------    --------------------    --------------------
(In millions)                                 1997        1996        1997        1996        1997        1996 
                                           --------    --------    --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>     
Total minimum lease payments receivable    $ 58,543    $ 54,009    $ 42,901    $ 40,555    $ 15,642    $ 13,454
Less principal and interest on
 third-party nonrecourse debt ..........    (12,097)    (10,213)       --          --       (12,097)    (10,213)
                                           --------    --------    --------    --------    --------    --------
 Net rentals receivable ................     46,446      43,796      42,901      40,555       3,545       3,241
Estimated unguaranteed residual value
 of leased assets ......................      5,591       6,248       4,244       4,906       1,347       1,342
Less deferred income ...................    (10,268)    (10,469)     (8,529)     (8,885)     (1,739)     (1,584)
                                           --------    --------    --------    --------    --------    --------
 Investment in financing leases ........     41,769      39,575      38,616      36,576       3,153       2,999

Less:  Allowance for losses ............       (656)       (720)       (575)       (641)        (81)        (79)
       Deferred taxes arising from
        financing leases ...............     (7,909)     (7,488)     (4,671)     (4,077)     (3,238)     (3,411)
                                           --------    --------    --------    --------    --------    --------
Net investment in financing leases .....   $ 33,204    $ 31,367    $ 33,370    $ 31,858    $   (166)   $   (491)
                                           ========    ========    ========    ========    ========    ========
</TABLE>

At December 31, 1997,  contractual  maturities for net rentals  receivable under
financing leases were $12,820 million in 1998;  $10,616 million in 1999;  $8,395
million  in 2000;  $3,871  million  in 2001;  $2,371  million in 2002 and $8,373
million thereafter - aggregating  $46,446 million. As with time sales and loans,
experience  has  shown  that a  portion  of  receivables  will be paid  prior to
contractual  maturity and these  amounts  should not be regarded as forecasts of
future cash flows.

The  Corporation  has  a  noncontrolling  investment  in  the  common  stock  of
Montgomery  Ward Holding Corp.  ("MWHC") which,  together with its  wholly-owned
subsidiary,  Montgomery Ward & Co.,  Incorporated  ("MWC"), is engaged in retail
merchandising  and direct response  marketing,  the latter  conducted  primarily
through Signature Financial/Marketing Inc. ("Signature"), which markets consumer
club and insurance  products.  On July 7, 1997,  MWHC,  MWC and certain of their
affiliates  (excluding  Signature) filed for reorganization  under Chapter 11 of
the U.S.  Bankruptcy  Code. As a result,  inventory  financing loans to MWHC and
affiliates  became  "impaired"  loans (as  defined  below)  because,  due to the
automatic stay in bankruptcy,  the Corporation is not receiving current interest
payment on its loans and, in  management's  judgment,  it is therefore  probable
that the  Corporation  will be unable to collect all amounts  due  according  to
original  contractual  terms of the loan  agreements.  The total  amount of such


                                       30
<PAGE>

loans was $617 million at December 31, 1997. The nonearning and  reduced-earning
receivable  balances and the impaired  loan  balances  discussed  below  exclude
amounts related to MWHC and affiliates.

Nonearning consumer receivables were $1,049 million and $926 million at December
31,  1997 and  1996,  respectively,  a  substantial  amount  of which  were U.S.
private-label credit card loans subject to various loss-sharing  agreements that
provide full or partial  recourse to the  originating  retailer.  Nonearning and
reduced-earning  receivables  other than consumer  receivables were $353 million
and $471 million at year-end 1997 and 1996, respectively.

"Impaired"  loans are defined by generally  accepted  accounting  principles  as
loans for which it is  probable  that the lender  will be unable to collect  all
amounts due according to original contractual terms of the loan agreement.  That
definition   excludes,   among  other   things,   leases  or  large   groups  of
smaller-balance  homogenous  loans,  and therefore  applies  principally  to the
Corporation's commercial loans.

Under these principles,  the Corporation has two types of "impaired" loans as of
December 31, 1997 and 1996: loans requiring  allowances for losses ($339 million
and $583  million,  respectively)  and loans  expected  to be fully  recoverable
because the carrying amount has been reduced previously  through  charge-offs or
deferral of income  recognition ($167 million and $187 million,  respectively) -
allowances  for  losses on these  loans  were  $170  million  and $222  million,
respectively.  Average  investment  in these loans during 1997 and 1996 was $647
million and $842 million,  respectively,  before allowance for losses;  interest
income  earned,  principally  on the cash  basis,  while  they  were  considered
impaired was $32 million and $30 million in 1997 and 1996, respectively.


NOTE 4.        ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

The allowance for losses on small-balance  receivables is determined principally
on the basis of actual  experience  during the  preceding  three years.  Further
allowances  are provided to reflect  management's  judgment of  additional  loss
potential.  For other receivables,  principally the larger loans and leases, the
allowance  for  losses is  determined  primarily  on the  basis of  management's
judgment of the net loss  potential,  including  specific  allowances  for known
troubled  accounts.  The table below shows the  activity  in the  allowance  for
losses on financing receivables during each of the past three years.

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
Balance at January 1 .......................................................   $  2,693    $  2,519    $  2,062
Provisions charged to operations ...........................................      1,421       1,033       1,117
Net transfers primarily related to companies acquired or sold ..............        127         139         217
Amounts written off - net ..................................................     (1,439)       (998)       (877)
                                                                               --------    --------    --------
Balance at December 31 .....................................................   $  2,802    $  2,693    $  2,519
                                                                               ========    ========    ========
</TABLE>

All accounts or portions  thereof  deemed to be  uncollectible  or to require an
excessive  collection  cost  are  written  off  to  the  allowance  for  losses.
Small-balance accounts generally are written off when 6 to 12 months delinquent,
although  any  balance  judged  to  be  uncollectible,  such  as an  account  in
bankruptcy,   is  written  down  immediately  to  estimated   realizable  value.
Large-balance accounts are reviewed at least quarterly,  and those accounts with
amounts  that are  judged to be  uncollectible  are  written  down to  estimated
realizable value.


NOTE 5.        OTHER RECEIVABLES

This account  includes  reinsurance  recoverables  of $2,206  million and $1,691
million and  insurance-related  receivables of $1,830 million and $1,267 million
at year-end 1997 and 1996, respectively.  Premium receivables,  funds on deposit
with reinsurers and policy loans are included in insurance-related  receivables.
Also in other  receivables are trade  receivables,  accrued  investment  income,
operating lease receivables and a variety of sundry items.


                                       31

<PAGE>


NOTE 6.        EQUIPMENT ON OPERATING LEASES

Equipment on operating leases by type of equipment and accumulated  amortization
at December 31, 1997 and 1996, are shown below.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Original cost
 Vehicles ..............................................................................   $  9,144    $  6,789
 Aircraft ..............................................................................      7,686       6,647
 Marine shipping containers ............................................................      2,774       3,053
 Railroad rolling stock ................................................................      2,367       2,093
 Other .................................................................................      2,844       3,177
                                                                                           --------    --------
                                                                                             24,815      21,759
Accumulated amortization ...............................................................     (6,126)     (5,625)
                                                                                           --------    --------
                                                                                           $ 18,689    $ 16,134
                                                                                           ========    ========
</TABLE>

Amortization of equipment on operating leases was $2,102 million, $1,848 million
and $1,702 million in 1997, 1996 and 1995,  respectively.  Noncancelable  future
rentals due from  customers for  equipment on operating  leases at year-end 1997
totaled $10,438 million and are due as follows:  $3,247 million in 1998;  $2,243
million in 1999;  $1,473 million in 2000;  $935 million in 2001; $628 million in
2002 and $1,912 million thereafter.

The Corporation acts as a lender and lessor to the commercial  airline industry.
At December 31, 1997 and 1996,  the balance of such loans,  leases and equipment
leased to others  was  $8,980  million  and  $8,240  million,  respectively.  In
addition,  at December 31,1997,  the Corporation had issued financial guarantees
and funding  commitments of $123 million ($221 million at year-end 1996) and had
placed  multiyear orders for various Boeing and Airbus aircraft with list prices
of approximately $6.2 billion ($6.5 billion at year-end 1996).


NOTE 7.        BUILDINGS AND EQUIPMENT

Buildings and  equipment  include  office  buildings,  satellite  communications
equipment, data processing equipment,  vehicles, furniture and office equipment.
Depreciation  expense was $341  million in 1997,  $289  million in 1996 and $299
million in 1995.


NOTE 8.        INTANGIBLE ASSETS

Intangible assets at December 31, 1997 and 1996, are shown in the table below.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Goodwill ...............................................................................   $  7,368    $  5,031
Present value of future profits ("PVFP") ...............................................      1,671       2,271
Other intangibles ......................................................................        420         292
                                                                                           --------    --------
                                                                                           $  9,459    $  7,594
                                                                                           ========    ========
</TABLE>

The Corporation's intangible assets are shown net of accumulated amortization of
$2,098 million at December 31, 1997, and $1,518 million at December 31, 1996.

PVFP  amortization,  which is on an  accelerated  basis and net of interest,  is
projected to range from 13% to 8% of the year-end 1997  unamortized  balance for
each of the next five years.


                                       32
<PAGE>

NOTE 9.        OTHER ASSETS

Other assets at December 31, 1997 and 1996, are shown in the table below.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Investments:
 Assets acquired for resale ............................................................   $  4,403    $  2,993
 Investments in and advances to associated companies ...................................      4,626       4,841
 Real estate ventures ..................................................................      2,326       2,469
 Other .................................................................................      1,986       1,022
                                                                                           --------    --------
                                                                                             13,341      11,325
Separate accounts ......................................................................      4,851       3,447
Servicing assets .......................................................................      1,710       1,663
Deferred insurance acquisition costs ...................................................      1,671         940
Other ..................................................................................      2,460       2,106
                                                                                           --------    --------
                                                                                           $ 24,033    $ 19,481
                                                                                           ========    ========
</TABLE>

Separate  accounts  represent  investments  controlled by policyholders  and are
associated with identical amounts reported as insurance liabilities in note 11.


NOTE 10.       BORROWINGS

Total  short-term  borrowings  at December  31, 1997 and 1996,  consisted of the
following:

<TABLE>
<CAPTION>
                                                                            1997                  1996
                                                                   --------------------    --------------------
                                                                                AVERAGE                 AVERAGE
(Dollars in millions)                                               AMOUNT       RATE       AMOUNT       RATE  
                                                                   --------    --------    --------    --------
<S>                                                                <C>             <C>     <C>             <C>  
Commercial paper - U.S. ........................................   $ 63,819        5.93%   $ 47,511        5.68%
Commercial paper - non-U.S. ....................................      3,879        4.18       3,737        4.30
Current portion of long-term debt ..............................     15,101        6.30<F1>  16,471        6.17<F1>
Other ..........................................................      8,881                   7,252            
                                                                   --------                --------            
                                                                   $ 91,680                $ 74,971            
                                                                   ========                ========
<FN>
<F1>  Includes the effects of associated interest rate and currency swaps.
</FN>
</TABLE>

Total long-term borrowings at December 31, 1997 and 1996, were as follows:

<TABLE>
<CAPTION>
                                                                     1997
                                                                    AVERAGE                                     
                                                                     RATE                                      
(Dollars in millions)                                                <F1>    MATURITIES       1997        1996 
                                                                   --------    --------    --------    --------
<S>                                                                    <C>    <C>          <C>         <C>     
Senior notes ...................................................       6.58%  1999-2055    $ 44,437    $ 46,124
Subordinated notes <F2> ........................................       8.04   2006-2012         697         697
                                                                                           --------    --------
                                                                                           $ 45,134    $ 46,821
                                                                                           ========    ========
<FN>
<F1>  Includes the effects of associated interest rate and currency swaps.
<F2>  Guaranteed by GE Company.
</FN>
</TABLE>


                                       33

<PAGE>

Borrowings  of the  Corporation  are  addressed  below from two  perspectives  -
liquidity and interest rate management.  Additional information about borrowings
and associated swaps can be found in note 21.

LIQUIDITY requirements of the Corporation are principally met through the credit
markets.  Maturities  of  long-term  borrowings  during  the  next  five  years,
including  the current  portion of long-term  debt,  at December 31, 1997,  were
$15,101 million in 1998;  $9,801 million in 1999; $6,927 million in 2000; $5,763
million in 2001 and $4,816 million in 2002.

At December 31, 1997, the Corporation held committed lines of credit aggregating
$20.9  billion  with 113 banks,  including  $11.8  billion of  revolving  credit
agreements  pursuant  to which it has the  right to  borrow  funds  for  periods
exceeding  one year.  A total of $6.9  billion and $1.4  billion of these credit
lines  were  also  available  for use by GE  Capital  Services  and GE  Company,
respectively. Also, at December 31, 1997, substantially all of the approximately
$3.9  billion  of GE  Company's  credit  lines  were  available  for  use by the
Corporation or GE Capital  Services.  During 1997,  neither the Corporation,  GE
Capital  Services nor GE Company  borrowed under any of these credit lines.  The
Corporation  compensates  banks for credit  facilities in the form of fees which
were insignificant in each of the past three years.

INTEREST  RATES  ARE  MANAGED  by the  Corporation  in light of the  anticipated
behavior,  including prepayment  behavior,  of assets in which debt proceeds are
invested.  A variety of instruments,  including interest rate and currency swaps
and  currency  forwards,  are  employed to achieve  management's  interest  rate
objectives. Effective interest rates are lower under these "synthetic" positions
than could have been achieved by issuing debt directly.

The following table shows the Corporation's  borrowing positions at December 31,
1997 and 1996, considering the effects of swaps.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
EFFECTIVE BORROWINGS (INCLUDING SWAPS)
Short-term .............................................................................   $ 53,366    $ 45,076
                                                                                           ========    ========
Long-term (including current portion)
 Fixed rate <F1> .......................................................................   $ 58,474    $ 53,735
 Floating rate .........................................................................     24,974      22,981
                                                                                           --------    --------
Total long-term ........................................................................   $ 83,448    $ 76,716
                                                                                           ========    ========
<FN>
<F1> Includes  the  notional  amount  of  long-term  interest  rate  swaps  that
     effectively  convert the floating-rate  nature of short-term  borrowings to
     fixed rates of interest.
</FN>
</TABLE>

At December 31, 1997,  interest rate swap  maturities  ranged from 1998 to 2029,
and average  interest rates for  "synthetic"  fixed-rate  borrowings  were 6.29%
(6.43% at year-end 1996).


                                       34
<PAGE>

NOTE 11.       INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS

Insurance  liabilities,  reserves and annuity  benefits at December 31, 1997 and
1996, are shown below.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Investment contracts and universal life benefits .......................................   $ 25,961    $ 24,038
Life insurance benefits and other <F1> .................................................     11,967      10,974
Unpaid claims and claims adjustment expenses ...........................................      3,670       1,907
Unearned premiums ......................................................................      3,799       2,897
Separate accounts (see note 9) .........................................................      4,851       3,447
                                                                                           --------    --------
                                                                                           $ 50,248    $ 43,263
                                                                                           ========    ========

<FN>
<F1> Life  insurance  benefits are accounted  for mainly by a  net-level-premium
     method using  estimated  yields   generally  ranging  from 5% to 9% in both
     1997 and 1996.
</FN>
</TABLE>

The  liability  for unpaid claims and claims  adjustment  expenses,  principally
property    and    casualty    reserves,    consists    of   both    case    and
incurred-but-not-reported  reserves.  Where  experience  is  not  sufficient  to
determine reserves, industry averages are used. Estimated amounts of salvage and
subrogation  recoverable on paid and unpaid losses are deducted from outstanding
losses.

Activity in the liability for unpaid  claims and claims  adjustment  expenses is
summarized below.

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
Balance at January 1 - gross ...............................................   $  1,907    $  1,432    $    999
Less reinsurance recoverables ..............................................       (117)        (76)       (138)
                                                                               --------    --------    --------
Balance at January 1 - net .................................................      1,790       1,356         861
Claims and expenses incurred:
 Current year ..............................................................      1,989       1,230         838
 Prior years ...............................................................         61          29          51
Claims and expenses paid:
 Current year ..............................................................     (1,144)       (541)       (359)
 Prior years ...............................................................       (902)       (614)       (394)
Claim reserves related to acquired companies ...............................      1,360         309         364
Other ......................................................................         78          21          (5)
                                                                               --------    --------    --------
Balance at December 31 - net ...............................................      3,232       1,790       1,356
Add reinsurance recoverables ...............................................        438         117          76
                                                                               --------    --------    --------
Balance at December 31 - gross .............................................   $  3,670    $  1,907    $  1,432
                                                                               ========    ========    ========
</TABLE>

Prior-year claims and expenses incurred in the above table resulted  principally
from settling  claims  established  in earlier  accident  years for amounts that
differed from expectations.


                                       35
<PAGE>

Financial  guarantees  and credit life risk of insurance  affiliates at December
31, 1997 and 1996, are summarized below.

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Guarantees, principally on municipal bonds and structured finance issues ...............   $140,077    $135,148
Mortgage insurance risk in force .......................................................     46,243      36,279
Credit life insurance risk in force ....................................................     26,593      19,468
Less reinsurance .......................................................................    (33,503)    (32,369)
                                                                                           --------    --------
                                                                                           $179,410    $158,526
                                                                                           ========    ========
</TABLE>

Insurance  risk  is  ceded  on  both a pro  rata  and  excess  basis.  When  the
Corporation cedes insurance to third parties,  it is not relieved of its primary
obligation  to  policyholders.  Losses on ceded  risks  give rise to claims  for
recovery; allowances are established for such receivables from reinsurers.

The effects of  reinsurance  on premiums  written and premiums  and  commissions
earned were as follows for the past three years.

<TABLE>
<CAPTION>
                                                    PREMIUMS WRITTEN            PREMIUMS AND COMMISSIONS EARNED
                                           --------------------------------    --------------------------------
(In millions)                                 1997        1996        1995        1997        1996        1995 
                                           --------    --------    --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>     
Direct .................................   $  4,541    $  3,175    $  2,053    $  4,500    $  3,126    $  1,839
Assumed ................................        502         534         154         479         380         124
Ceded ..................................       (493)       (493)       (270)       (463)       (370)       (143)
                                           --------    --------    --------    --------    --------    --------
Net ....................................   $  4,550    $  3,216    $  1,937    $  4,516    $  3,136    $  1,820
                                           ========    ========    ========    ========    ========    ========
</TABLE>


Reinsurance  recoveries  recognized  as a  reduction  of  insurance  losses  and
policyholder  and annuity  benefits  amounted to $334 million,  $286 million and
$113 million for the years ended December 31, 1997, 1996 and 1995, respectively.


NOTE 12.       MINORITY INTEREST

Minority interest in equity of consolidated  affiliates includes preferred stock
issued by a subsidiary with a liquidation  preference  value of $660 million and
$485 million as of December 31, 1997 and 1996,  respectively.  Dividend rates on
the  preferred  stock  ranged from 3.8% to 4.5% during  1997,  from 3.8% to 4.3%
during 1996, and from 4.2% to 4.6% during 1995.


                                       36
<PAGE>

NOTE 13.       EQUITY

Changes in equity for each of the last three years were as follows:

<TABLE>
<CAPTION>
                                                                             UNREALIZED                        
                               VARIABLE                                        GAINS       FOREIGN             
                             CUMULATIVE               ADDITIONAL            (LOSSES) ON    CURRENCY            
                              PREFERRED     COMMON      PAID-IN    RETAINED  INVESTMENT  TRANSLATION           
(In millions)                    STOCK       STOCK      CAPITAL    EARNINGS  SECURITIES  ADJUSTMENTS     TOTAL 
                               --------    --------    --------    --------    --------    --------    --------
<S>                            <C>         <C>         <C>         <C>         <C>         <C>         <C>     
Balance at January 1, 1995 .   $      1    $    768    $  2,172    $  8,321    $   (655)   $    (67)   $ 10,540
Capital contributions ......       --          --           926        --          --          --           926
Preferred stock issued .....          1        --           924        --          --          --           925
Net unrealized gains on
 investment securities .....       --          --          --          --         1,198        --         1,198
Currency translation
 adjustments ...............       --          --          --          --          --            (3)         (3)
Net earnings ...............       --          --          --         2,261        --          --         2,261
Dividends declared:
 Common stock ..............       --          --          --        (1,588)       --          --        (1,588)
 Preferred stock ...........       --          --          --           (57)       --          --           (57)
                               --------    --------    --------    --------    --------    --------    --------
Balance at December 31, 1995          2         768       4,022       8,937         543         (70)     14,202
Capital contributions ......       --          --             2        --          --          --             2
Net unrealized losses on
 investment securities .....       --          --          --          --          (394)       --          (394)
Currency translation
 adjustments ...............       --          --          --          --          --           (25)        (25)
Net earnings ...............       --          --          --         2,632        --          --         2,632
Dividends declared:
 Common stock ..............       --          --          --          (815)       --          --          (815)
 Preferred stock ...........       --          --          --           (76)       --          --           (76)
                               --------    --------    --------    --------    --------    --------    --------
Balance at December 31, 1996          2         768       4,024      10,678         149         (95)     15,526
Capital contributions ......       --          --           290        --          --          --           290
Preferred stock issued .....       --          --           430        --          --          --           430
Net unrealized gains on
 investment securities .....       --          --          --          --           996        --           996
Currency translation
 adjustments ...............       --          --          --          --          --           (52)        (52)
Net earnings ...............       --          --          --         2,729        --          --         2,729
Dividends declared:
 Common stock ..............       --          --          --        (1,468)       --          --        (1,468)
 Preferred stock ...........       --          --          --           (78)       --          --           (78)
                               --------    --------    --------    --------    --------    --------    --------
Balance at December 31, 1997   $      2    $    768    $  4,744    $ 11,861    $  1,145    $   (147)   $ 18,373
                               ========    ========    ========    ========    ========    ========    ========
</TABLE>

All common  stock is owned by GE Capital  Services,  all of the common  stock of
which is in turn wholly owned by GE Company.  In 1995, GE Company contributed to
GE  Capital  Services  certain  assets of Caribe GE  Products,  Inc.  GE Capital
Services  in turn  contributed  the assets of Caribe GE  Products,  Inc.  to the
Corporation.  Also in 1995,  the  Corporation  distributed  certain assets to GE
Capital  Services by way of a dividend  and in turn  received  an equal  capital
contribution. During 1997, GE Capital Services contributed certain assets to the
Corporation, the largest of which were assets of Consolidated Insurance Group, a
component of Consolidated Financial Insurance. These contributions increased the
Corporation's  additional  paid-in  capital by $926  million and $290 million at
December 31, 1995 and 1997, respectively.

Changes in fair value of available-for-sale investment securities are reflected,
net of applicable taxes and other adjustments,  in equity. The changes from year
to year were primarily attributable to the effects of changes in year-end market
interest rates on the fair value of the securities.


                                       37
<PAGE>


During 1997 and 1995, the Corporation  issued 4,300 and 9,250 additional  shares
of its variable cumulative preferred stock, respectively.  Dividend rates on the
preferred  stock ranged from 3.8% to 5.2% during 1997 and 1996, and from 4.2% to
5.2% during 1995.

At December 31, 1997 and 1996,  the aggregate  statutory  capital and surplus of
the insurance businesses totaled $7.8 billion and $5.8 billion, respectively. In
preparing statutory  statements,  no significant  permitted accounting practices
are used that differ from prescribed accounting practices.


NOTE 14.       REVENUES

Time sales,  loan and other income  includes the  Corporation's  share of losses
from equity  investments of approximately $586 million in 1997 and earnings from
equity  investments of  approximately  $85 million and $113 million for 1996 and
1995, respectively.


NOTE 15.       OPERATING AND ADMINISTRATIVE EXPENSES

Employees and retirees of the Corporation are covered under a number of pension,
health and life insurance  plans.  The principal  pension plan is the GE Company
Pension Plan, a defined benefit plan, while employees of certain  affiliates are
covered under separate plans. The Corporation provides health and life insurance
benefits to certain of its retired employees,  principally  through GE Company's
benefit program.  The annual cost to the Corporation of providing these benefits
is not material.

Rental expense relating to equipment the Corporation  leases from others for the
purposes of subleasing  was $392 million in 1997,  $269 million in 1996 and $273
million in 1995.  Other rental expense was $327 million in 1997, $263 million in
1996 and $237  million in 1995,  principally  for the rental of office space and
data processing equipment. Minimum future rental commitments under noncancelable
leases at December 31, 1997 are $640 million in 1998; $562 million in 1999; $502
million in 2000;  $480 million in 2001;  $449 million in 2002 and $2,411 million
thereafter.  The  Corporation,  as a lessee,  has no material  lease  agreements
classified as capital leases.

Amortization of deferred  insurance  acquisition  costs charged to operations in
1997,  1996  and  1995  was  $543  million,   $365  million  and  $252  million,
respectively.


NOTE 16.       INCOME TAXES

The provision for income taxes is summarized in the following table.

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
Estimated amounts payable ..................................................   $    409    $    157    $    425
Deferred tax expense from temporary differences ............................        588       1,015         646
                                                                               --------    --------    --------

                                                                               $    997    $  1,172    $  1,071
                                                                               ========    ========    ========
</TABLE>

GE Company files a  consolidated  U.S.  federal income tax return which includes
the  Corporation.  The provision for estimated taxes payable includes the effect
of the Corporation and its affiliates on the consolidated return.

Estimated amounts payable includes amounts applicable to non-U.S.  jurisdictions
of $573  million,  $485  million  and  $158  million  in 1997,  1996  and  1995,
respectively.

Deferred income tax balances reflect the impact of temporary differences between
the  carrying  amounts  of assets  and  liabilities  and their tax bases and are
stated at enacted tax rates  expected  to be in effect  when taxes are  actually
paid or recovered.


                                       38
<PAGE>

Except  for  certain   earnings  that  the   Corporation   intends  to  reinvest
indefinitely,  provision has been made for the estimated U.S. federal income tax
liabilities  applicable to  undistributed  earnings of affiliates and associated
companies.

U.S.  income before taxes was $2.4 billion in 1997, and $2.7 billion in 1996 and
1995. The corresponding amounts for non-U.S.  based operations were $1.3 billion
in 1997, $1.1 billion in 1996 and $0.6 billion in 1995.

A  reconciliation  of the U.S.  federal  statutory rate to the actual income tax
rate follows.

<TABLE>
<CAPTION>
                                                                                  1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                                <C>         <C>         <C>  
Statutory U.S. federal income tax rate .....................................       35.0%       35.0%       35.0%
Increase (reduction) in rate resulting from:
 Amortization of goodwill ..................................................        1.1         1.0         1.0
 Tax-exempt income .........................................................       (3.2)       (3.0)       (3.0)
 Foreign Sales Corporation tax benefits ....................................       (0.6)       (0.4)       --  
 Dividends received, not fully taxable .....................................       (1.8)       (1.7)       (1.6)
 Other - net ...............................................................       (3.7)       (0.1)        0.8
                                                                               --------    --------    --------
Actual income tax rate .....................................................       26.8%       30.8%       32.2%
                                                                               ========    ========    ========
</TABLE>

Principal  components of the net deferred tax liability balances at December 31,
1997 and 1996, were as follows:

<TABLE>
<CAPTION>
(In millions)                                                                                 1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
Assets:
 Allowance for losses ..................................................................   $  1,360    $  1,173
 Insurance reserves ....................................................................      1,243         647
 AMT credit carryforwards ..............................................................        354         561
 Other .................................................................................      2,100       1,190
                                                                                           --------    --------
Total deferred tax assets ..............................................................      5,057       3,571
                                                                                           --------    --------
Liabilities:
 Financing leases ......................................................................      7,909       7,488
 Operating leases ......................................................................      2,156       1,833
 Net unrealized gains on securities ....................................................        760          97
 Other .................................................................................      2,399       1,625
                                                                                           --------    --------
Total deferred tax liabilities .........................................................     13,224      11,043
                                                                                           --------    --------
Net deferred tax liability .............................................................   $  8,167    $  7,472
                                                                                           ========    ========
</TABLE>


                                       39
<PAGE>

NOTE 17.       INDUSTRY SEGMENT DATA

Industry  segment  operating  data and  identifiable  assets  are  shown  below.
Insurance services,  previously included within the Specialty Insurance segment,
has been  combined  with the consumer  savings and  insurance  operations in the
Consumer  Services  segment.  Prior-year  information  has been  reclassified to
reflect this and certain other organizational changes.

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
Revenues:
 Consumer Services .........................................................   $ 13,266    $ 11,028    $  7,989
 Equipment Management ......................................................     11,446       7,909       6,090
 Mid-Market Financing ......................................................      2,952       2,626       2,268
 Specialized Financing .....................................................      2,985       2,935       3,047
 Specialty Insurance .......................................................      2,839       2,084       1,770
                                                                               --------    --------    --------
Total segment revenues .....................................................     33,488      26,582      21,164
 Corporate and other .......................................................        (84)        (12)         15
                                                                               --------    --------    --------
Total revenues .............................................................   $ 33,404    $ 26,570    $ 21,179
                                                                               ========    ========    ========
Segment operating profit:
 Consumer Services .........................................................   $    563    $  1,269    $  1,044
 Equipment Management ......................................................      1,062         892         869
 Mid-Market Financing ......................................................        622         558         467
 Specialized Financing .....................................................      1,036         742         659
 Specialty Insurance .......................................................        434         348         325
                                                                               --------    --------    --------
Total segment operating profit .............................................      3,717       3,809       3,364
 Corporate and other .......................................................          9          (5)        (32)
                                                                               --------    --------    --------
Earnings before income taxes ...............................................   $  3,726    $  3,804    $  3,332
                                                                               ========    ========    ========
Identifiable assets at December 31:
 Consumer Services .........................................................   $116,300    $104,338    $ 74,313
 Equipment Management ......................................................     34,391      29,658      24,378
 Mid-Market Financing ......................................................     29,824      25,948      22,438
 Specialized Financing .....................................................     29,302      27,847      30,102
 Specialty Insurance .......................................................     17,899      11,804       8,760
                                                                               --------    --------    --------
Total segment identifiable assets ..........................................    227,716     199,595     159,991
 Corporate and other .......................................................      1,061       1,221         834
                                                                               --------    --------    --------
Total assets ...............................................................   $228,777    $200,816    $160,825
                                                                               ========    ========    ========
</TABLE>


                                       40
<PAGE>

NOTE 18.       QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data were as follows:

<TABLE>
<CAPTION>
                       FIRST QUARTER          SECOND QUARTER           THIRD QUARTER          FOURTH QUARTER   
                   --------------------    --------------------    --------------------    --------------------
(In millions)         1997        1996        1997        1996        1997        1996        1997        1996 
                   --------    --------    --------    --------    --------    --------    --------    --------
<S>                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     
Revenues ......... $  7,773    $  5,620    $  7,658    $  6,068    $  8,377    $  7,008    $  9,596    $  7,874
                   --------    --------    --------    --------    --------    --------    --------    --------
Expenses:
 Interest ........    1,711       1,668       1,780       1,722       1,832       1,685       2,007       1,967
 Operating,
  administrative
  and cost of
  goods sold .....    3,025       1,716       2,855       1,906       3,567       2,583       4,172       3,080
 Insurance
  losses and
  policyholder
  and annuity
  benefits .......    1,149         615       1,106         777       1,227         821       1,343         970
 Provision for
  losses on
  financing
  receivables ....      312         213         337         228         371         254         401         338
 Depreciation
  and amortization
  of buildings and
  equipment and
  equipment on
  operating
  leases .........      565         489         563         524         623         556         692         568
 Minority interest
  in net earnings
  of consolidated
  affiliates .....       13          25           1          17          13          17          13          27
                   --------    --------    --------    --------    --------    --------    --------    --------
Earnings before
  income taxes ...      998         894       1,016         894         744       1,092         968         924
Provision for
  income taxes ...     (301)       (289)       (298)       (267)       (176)       (344)       (222)       (272)
                   --------    --------    --------    --------    --------    --------    --------    --------
Net earnings ..... $    697    $    605    $    718    $    627    $    568    $    748    $    746    $    652
                   ========    ========    ========    ========    ========    ========    ========    ========
</TABLE>


NOTE 19.       RESTRICTED NET ASSETS OF AFFILIATES

Certain  of  the  Corporation's  consolidated  affiliates  are  restricted  from
remitting  funds to the Parent in the form of dividends or loans by a variety of
regulations,   the   purpose   of  which  is  to  protect   affected   insurance
policyholders,  depositors or  investors.  At year-end  1997,  net assets of the
Corporation's  regulated  affiliates  amounted to $16.6 billion,  of which $13.2
billion was restricted.


NOTE 20.       SUPPLEMENTAL CASH FLOWS INFORMATION

"Other - net  operating  activities"  in the  Statement  of Cash Flows  consists
principally of adjustments to other liabilities, current and noncurrent accruals
and deferrals of costs and expenses, adjustments for gains and losses on assets,
increases and decreases in assets held for sale, and  adjustments to assets such
as amortization of goodwill and intangibles.

The Statement of Cash Flows excludes  certain noncash  transactions  that had no
significant effect on the investing or financing activities of the Corporation.


                                       41
<PAGE>

Certain supplemental information related to the Corporation's cash flows were as
follows for the past three years.

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
FINANCING RECEIVABLES
Increase in loans to customers .............................................   $(55,689)   $(49,890)   $(46,154)
Principal collections from customers .......................................     50,679      49,923      44,840
Investment in equipment for financing leases ...............................    (16,420)    (14,427)    (17,182)
Principal collections on financing leases ..................................     13,796      11,158       8,821
Net change in credit card receivables ......................................     (4,186)     (3,068)     (3,773)
Sales of financing receivables .............................................      9,922       4,026       2,139
                                                                               --------    --------    --------
                                                                               $ (1,898)   $ (2,278)   $(11,309)
                                                                               ========    ========    ========
ALL OTHER INVESTING ACTIVITIES
Purchases of securities by insurance and annuity businesses ................   $(11,700)   $ (8,244)   $ (6,409)
Dispositions and maturities of securities by insurance and
 annuity businesses ........................................................     10,261       6,736       5,866
Proceeds from principal business dispositions ..............................        241        --           575
Other ......................................................................     (3,965)     (3,897)     (2,649)
                                                                               --------    --------    --------
                                                                               $ (5,163)   $ (5,405)   $ (2,617)
                                                                               ========    ========    ========
NEWLY ISSUED DEBT HAVING MATURITIES LONGER THAN 90 DAYS
Short-term (91 to 365 days) ................................................   $  3,502    $  5,061    $  2,545
Long-term (longer than one year) ...........................................     15,566      16,689      32,507
Proceeds - nonrecourse, leveraged lease debt ...............................      1,757         595       1,428
                                                                               --------    --------    --------
                                                                               $ 20,825    $ 22,345    $ 36,480
                                                                               ========    ========    ========
REPAYMENTS AND OTHER REDUCTIONS OF DEBT HAVING MATURITIES LONGER
THAN 90 DAYS
Short-term (91 to 365 days) ................................................   $(21,320)   $(22,755)   $(16,075)
Long-term (longer than one year) ...........................................     (1,150)     (1,025)       (678)
Principal payments - nonrecourse, leveraged lease debt .....................       (287)       (276)       (292)
                                                                               --------    --------    --------
                                                                               $(22,757)   $(24,056)   $(17,045)
                                                                               ========    ========    ========
ALL OTHER FINANCING ACTIVITIES
Proceeds from sales of investment and annuity contracts ....................   $  4,462    $  2,341    $  1,554
Redemption of investment and annuity contracts .............................     (4,453)     (2,429)     (2,061)
Capital contributions from parent company ..................................        182        --           684
                                                                               --------    --------    --------
                                                                               $    191    $    (88)   $    177
                                                                               ========    ========    ========
CASH RECOVERED (PAID) DURING THE YEAR FOR
Interest ...................................................................   $ (7,471)   $ (7,166)   $ (5,970)
Income taxes ...............................................................       (502)        (87)        217
</TABLE>


Changes  in  operating  assets  and  liabilities  are  net of  acquisitions  and
dispositions of businesses.


                                       42
<PAGE>

"Payments for principal businesses  purchased" in the Statement of Cash Flows is
net of cash  acquired  and  includes  debt  assumed  and  immediately  repaid in
acquisitions. In conjunction with the acquisitions,  liabilities were assumed as
follows:

<TABLE>
<CAPTION>
(In millions)                                                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
Fair value of assets acquired ..............................................   $ 15,190    $ 27,341    $ 15,496
Cash paid ..................................................................     (4,736)     (4,839)     (4,749)
                                                                               --------    --------    --------
Liabilities assumed ........................................................   $ 10,454    $ 22,502    $ 10,747
                                                                               ========    ========    ========
</TABLE>


NOTE 21.       ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This note contains  estimated  fair values of certain  financial  instruments to
which the Corporation is a party.  Apart from the  Corporation's  own borrowings
and certain  marketable  securities,  relatively  few of these  instruments  are
actively traded. Thus, fair values must often be determined by using one or more
models that indicate value based on estimates of quantifiable characteristics as
of a particular date. Because this undertaking is, by its nature,  difficult and
highly judgmental,  for a limited number of instruments,  alternative  valuation
techniques may have produced  disclosed  values  different from those that could
have been realized at December 31, 1997 or 1996. Moreover,  the disclosed values
are  representative  of fair values only as of the dates  indicated.  Assets and
liabilities  that,  as a matter  of  accounting  policy,  are  reflected  in the
accompanying  financial  statements  at  fair  value  are  not  included  in the
following  disclosures;  such items  include  cash and  equivalents,  investment
securities and separate accounts.

Values are estimated as follows.

TIME SALES AND LOANS. Based on quoted market prices,  recent transactions and/or
discounted future cash flows, using rates at which similar loans would have been
made to similar borrowers.

BORROWINGS. Based on quoted market prices or market comparables.  Fair values of
interest rate and currency swaps on borrowings are based on quoted market prices
and include the effects of counterparty creditworthiness.

INVESTMENT CONTRACT BENEFITS. Based on expected future cash flows, discounted at
currently  offered  discount  rates  for  immediate  annuity  contracts  or cash
surrender values for single premium deferred annuities.

FINANCIAL  GUARANTEES AND CREDIT LIFE.  Based on future cash flows,  considering
expected renewal premiums,  claims, refunds and servicing costs, discounted at a
market rate.

ALL OTHER INSTRUMENTS.  Based on comparable  transactions,  market  comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.


                                       43
<PAGE>

Information  about financial  instruments that were not carried at fair value at
December 31, 1997 and 1996, is shown below.

<TABLE>
<CAPTION>
                                                                                        1997                   
                                                                    -------------------------------------------
                                                                                      ASSETS (LIABILITIES)     
                                                                               --------------------------------
                                                                               CARRYING    ESTIMATED FAIR VALUE
                                                                   NOTIONAL     AMOUNT     --------------------
(In millions)                                                       AMOUNT       (NET)       HIGH         LOW  
                                                                   --------------------    --------    --------
<S>                                                                <C>         <C>         <C>         <C>     
Assets
 Time sales and loans ..........................................   $    <F1>   $ 62,712    $ 63,105    $ 61,171
 Integrated interest rate swaps ................................     11,378          19        (128)       (128)
 Purchased options .............................................      1,617          31          31          31
 Mortgage-related positions
  Mortgage purchase commitments ................................      2,082        --            11          11
  Mortgage sale commitments ....................................      2,540        --            (9)         (9)
  Mortgages held for sale ......................................        <F1>      2,378       2,379       2,379
  Options, including "floors" ..................................     30,347          51         141         141
  Interest rate swaps and futures ..............................      3,681        --            23          23
 Other cash financial instruments ..............................        <F1>      2,242       2,592       2,349

Liabilities
 Borrowings and related instruments
  Borrowings <F2> <F3> .........................................        <F1>   (136,814)   (137,360)   (137,360)
  Interest rate swaps ..........................................     40,880        --          (170)       (170)
  Currency swaps ...............................................     23,382        --        (1,249)     (1,249)
  Currency forwards ............................................     14,483        --           367         367
  Purchased options ............................................        362          23         (22)        (22)
 Investment contract benefits ..................................        <F1>    (21,703)    (21,556)    (21,556)
 Insurance - financial guarantees and credit life ..............    179,410      (2,837)     (2,936)     (3,052)
 Credit and liquidity support - securitizations ................     10,008         (46)        (46)        (46)
 Performance guarantees - principally letters of credit ........      2,553         (34)       --           (67)
 Other .........................................................      3,288      (1,134)     (1,282)     (1,303)

Other firm commitments
 Currency forwards .............................................      1,744        --            11          11
 Currency swaps ................................................       --          --          --          --
 Ordinary course of business lending commitments ...............      7,891        --           (62)        (62)
 Unused revolving credit lines
  Commercial ...................................................      4,850        --          --          --
  Consumer - principally credit cards ..........................    134,123        --          --          --


                                                                                        1996                   
                                                                    -------------------------------------------
                                                                                      ASSETS (LIABILITIES)     
                                                                               --------------------------------
                                                                               CARRYING    ESTIMATED FAIR VALUE
                                                                   NOTIONAL     AMOUNT     --------------------
(In millions)                                                       AMOUNT       (NET)       HIGH         LOW  
                                                                   --------------------    --------    --------
Assets
 Time sales and loans ..........................................   $    <F1>  $  60,859    $ 61,632    $ 60,544
 Integrated interest rate swaps ................................      3,604        --            82          82
 Purchased options .............................................      1,938          11          12          12
 Mortgage-related positions
  Mortgage purchase commitments ................................      1,193        --             2           2
  Mortgage sale commitments ....................................      1,417        --             3           3
  Mortgages held for sale ......................................        <F1>      1,112       1,165       1,165
  Options, including "floors" ..................................     27,422          78          81          81
  Interest rate swaps and futures ..............................      1,731        --           (29)        (29)
 Other cash financial instruments ..............................        <F1>      1,347       1,630       1,382

Liabilities
 Borrowings and related instruments
  Borrowings <F2> <F3> .........................................        <F1>   (106,836)   (106,849)   (106,849)
  Interest rate swaps ..........................................     32,891        --          (551)       (551)
  Currency swaps ...............................................     24,588        --           368         368
  Currency forwards ............................................      6,165        --            69          68
  Purchased options ............................................      1,882          10           1           1
 Investment contract benefits ..................................        <F1>    (18,499)    (18,227)    (18,227)
 Insurance - financial guarantees and credit life ..............    158,526      (3,089)     (2,907)     (3,297)
 Credit and liquidity support - securitizations ................      4,684         (73)        (72)        (72)
 Performance guarantees - principally letters of credit ........      3,142         (55)       (134)       (134)
 Other .........................................................      3,060      (1,434)     (1,049)     (1,050)

Other firm commitments
 Currency forwards .............................................      1,224        --          --          --
 Currency swaps ................................................         99        --            (7)         (7)
 Ordinary course of business lending commitments ...............      4,950        --           (27)        (27)
 Unused revolving credit lines
  Commercial ...................................................      3,375        --          --          --
  Consumer - principally credit cards ..........................    116,878        --          --          --

<FN>
<F1>      Not applicable.

<F2>      Includes  effects  of interest rate and currency swaps, which also are
          listed separately.

<F3>      See note 10.
</FN>
</TABLE>

Additional  information about certain  financial  instruments in the above table
follows.


                                       44
<PAGE>

CURRENCY  FORWARDS  AND  OPTIONS  are  employed  by the  Corporation  to  manage
exposures  to changes in currency  exchange  rates  associated  with  commercial
purchase and sale  transactions and to optimize  borrowing costs as discussed in
note  10.  These  financial  instruments  generally  are  used to fix the  local
currency cost of purchased  goods or services or selling  prices  denominated in
currencies other than the functional  currency.  Currency  exposures that result
from net  investments  in affiliates  are managed  principally by funding assets
denominated in local currency with debt denominated in those same currencies. In
certain  circumstances,  net  investment  exposures are managed  using  currency
forwards and currency swaps.

OPTIONS AND INSTRUMENTS  CONTAINING  OPTION FEATURES that behave based on limits
("caps",  "floors" or "collars") on interest rate movement are used primarily to
hedge prepayment risk in certain of the Corporation's business activities,  such
as the mortgage servicing and annuities businesses.

SWAPS OF INTEREST RATES AND  CURRENCIES are used by the  Corporation to optimize
borrowing  costs for a particular  funding  strategy (see note 10). In addition,
interest rate and currency swaps, along with purchased options and futures,  are
used by the Corporation to establish specific hedges of mortgage-related  assets
and to manage  net  investment  exposures.  Credit  risk of these  positions  is
evaluated by management  under the credit criteria  discussed  below. As part of
its ongoing customer activities, the Corporation also enters into swaps that are
integrated  into  investments  in or loans to  particular  customers  and do not
involve  assumption  of  third-party  credit  risk.  Such  integrated  swaps are
evaluated and monitored like their associated  investments or loans, and are not
therefore  subject to the same credit criteria that would apply to a stand-alone
position.

COUNTERPARTY  CREDIT RISK - risk that  counterparties will be financially unable
to make  payments  according to the terms of the  agreements - is the  principal
risk associated with swaps,  purchased options and forwards.  Gross market value
of probable  future  receipts is one way to measure this risk, but is meaningful
only in the context of net credit  exposure  to  individual  counterparties.  At
December 31, 1997 and 1996,  this gross market risk amounted to $1.9 billion and
$0.6 billion,  respectively.  Aggregate  fair values that  represent  associated
probable future obligations,  normally associated with a right of offset against
probable  future  receipts,  amounted to $2.8 billion at year-end  1997 and $0.6
billion at year-end 1996.

Except as noted above for positions that are  integrated  into  financings,  all
swaps,  purchased  options and  forwards  are  carried out within the  following
credit policy constraints.

  o      Once a  counterparty exceeds a credit exposure limit (see table below),
         no additional  transactions  are permitted until the exposure with that
         counterparty  is  reduced to an amount  that is within the  established
         limit. Open contracts remain in force.

<TABLE>
<CAPTION>
COUNTERPARTY CREDIT CRITERIA                                  CREDIT RATING
                                                           --------------------
                                                                     STANDARD &
                                                            MOODY'S      POOR'S
                                                           --------    --------
<S>                                                             <C>         <C>
Term of transaction
 Between one and five years ............................        Aa3         AA-
 Greater than five years ...............................        Aaa         AAA
Credit exposure limits
 Up to $50 million .....................................        Aa3         AA-
 Up to $75 million .....................................        Aaa         AAA
</TABLE>

  o      All  swaps are executed under master swap agreements  containing mutual
         credit  downgrade  provisions  that  provide  the  ability  to  require
         assignment or termination in the event either party is downgraded below
         A3 or A-.

More credit latitude is permitted for  transactions  having original  maturities
shorter than one year because of their lower risk.


                                       45
<PAGE>

NOTE 22.       GEOGRAPHIC SEGMENT INFORMATION

Geographic segment operating data and total assets were as follows:

<TABLE>
<CAPTION>
                                                       REVENUES                         OPERATING PROFIT
                                           --------------------------------    --------------------------------
For the years ended December 31               1997        1996        1995        1997        1996        1995 
                                           --------    --------    --------    --------    --------    --------
(In millions)
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>     
United States ..........................   $ 22,737    $ 18,424    $ 15,306    $  2,599    $  2,889    $  2,740
Europe .................................      6,414       4,429       2,729         680         507         293
Pacific Basin ..........................        940         693         403          51          57          33
Other <F1> .............................      3,313       3,024       2,741         396         351         266
                                           --------    --------    --------    --------    --------    --------
  Total ................................   $ 33,404    $ 26,570    $ 21,179    $  3,726    $  3,804    $  3,332
                                           ========    ========    ========    ========    ========    ========


                                                      TOTAL ASSETS
                                           --------------------------------
December 31                                   1997        1996        1995 
                                           --------    --------    --------
(In millions)

United States ..........................   $160,276    $149,901    $121,078
Europe .................................     43,064      28,710      19,895
Pacific Basin ..........................      5,785       5,060       3,567
Other <F1> .............................     19,652      17,145      16,285
                                           --------    --------    --------
  Total ................................   $228,777    $200,816    $160,825
                                           ========    ========    ========

<FN>
<F1> Principally  the Americas other than the United  States,  but also includes
     operations that cannot  meaningfully be associated with specific geographic
     areas (for example, shipping containers used on ocean-going vessels).
</FN>
</TABLE>


                                       46
<PAGE>

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE.

                                 Not applicable


                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                                     Omitted


ITEM 11.     EXECUTIVE COMPENSATION.

                                     Omitted


ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                                     Omitted


ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                                     Omitted


                                     PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)1.        FINANCIAL STATEMENTS

             Included in Part II of this report:

                Independent Auditors' Report

                Statement of Current and Retained Earnings for each of the years
                 in the  three-year  period ended  December 31, 1997

                Statement of Financial  Position at December  31, 1997 and 1996

                Statement of Cash Flows for each of the years in the three-year
                 period ended December 31, 1997

                Notes to Consolidated Financial Statements

             Incorporated by reference:
                The  consolidated   financial  statements  of  General  Electric
                Company,  set forth in the Annual Report on Form 10-K of General
                Electric Company (S.E.C.  File No. 001-00035) for the year ended
                December 31, 1997 (pages F-1 through F-42) and Exhibit 12 (Ratio
                of Earnings to Fixed Charges) of General Electric Company.


(a)2.        FINANCIAL STATEMENT SCHEDULES

             I.   Condensed financial information of registrant.

             All  other   schedules  are  omitted  because  of  the  absence  of
             conditions  under which they are  required or because the  required
             information is shown in the financial statements or notes thereto.

(a)3.        EXHIBIT INDEX

             The exhibits  listed below,  as part of Form 10-K,  are numbered in
             conformity with the numbering used in Item 601 of Regulation S-K of
             the Securities and Exchange Commission.


                                       47
<PAGE>

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

  3(i)    A  complete  copy  of the Organization  Certificate of the Corporation
          as last  amended as of  February  17,  1998 and  currently  in effect,
          consisting of the following:  (a) the Organization  Certificate of the
          Corporation  as in  effect  immediately  prior  to the  filing  of the
          Certificate  of  Amendment  as of  April  21,  1995  (Incorporated  by
          reference  to Exhibit 3(i) to the  Corporation's  Form 10-K Report for
          the year ended  December 31,  1993);  (b) a  Certificate  of Amendment
          filed in the Office of the Superintendent of Banks of the State of New
          York  (the  "Office  of the  Superintendent")  as of  April  21,  1995
          (Incorporated  by  reference  to  Exhibit  4(b)  to the  Corporation's
          Registration   Statement  on  Form  S-3,  File  No.  33-58771;  (c)  a
          Certificate of Amendment filed in the Office of the  Superintendent as
          of May 11, 1995  (Incorporated  by  reference  to Exhibit  4(c) to the
          Corporation's  Registration Statement on form S-3, File No. 33-61257);
          (d)  a   Certificate   of  Amendment   filed  in  the  Office  of  the
          Superintendent  as of June 28,  1995  (Incorporated  by  reference  to
          Exhibit 4(d) to the Corporation's  Registration Statement on Form S-3,
          File No. 33-61257); (e) a Certificate of Amendment filed in the Office
          of the  Superintendent as of July 17, 1995  (Incorporated by reference
          to Exhibit 4(e) to the  Corporation's  Registration  Statement on Form
          S-3, File No.  33-61257);  (f) a Certificate of Amendment filed in the
          Office of the  Superintendent as of November 1, 1995  (Incorporated by
          reference  to Exhibit 3(i) to the  Corporation's  Form 10-K Report for
          the year ended  December 31,  1995);  (g) a  Certificate  of Amendment
          filed in the Office of the  Superintendent  as of  September  27, 1996
          (Incorporated  by  reference  to  Exhibit  4(g)  to the  Corporation's
          Registration  Statement  on  Form  S-3,  File  No.  333-13195);  (h) a
          Certificate of Amendment filed in the Office of the  Superintendent as
          of December 9, 1997 (Incorporated by reference  to Exhibit 4(g) to the
          Corporation's Post-Effective Amendment No. 1 to Registration Statement
          on Form S-3, File No. 333-13195); (i) a Certificate of Amendment filed
          in  the  Office  of  the   Superintendent  as  of  December  19,  1997
          (Incorporated  by  reference  to  Exhibit  4(h)  to the  Corporation's
          Post-Effective  Amendment No. 1 to Registration Statement on Form S-3,
          File No.  333-13195);  and (j) a Certificate of Amendment filed in the
          Office of the  Superintendent as of February 17, 1998 (Incorporated by
          reference  to  Exhibit  4(i)  to  the   Corporation's   Post-Effective
          Amendment  No.  1 to  Registration  Statement  on Form  S-3,  File No.
          333-13195).

  3(ii)   A complete copy of the By-Laws of the  Corporation  as last amended on
          June 30, 1994, and currently in effect.  (Incorporated by reference to
          Exhibit 3(ii) of the Corporation's Form 10-K Report for the year ended
          December 31, 1994).

  4(iii)  Agreement  to  furnish to the Securities and Exchange  Commission upon
          request  a copy of  instruments  defining  the  rights of  holders  of
          certain  long-term  debt of the registrant  and all  subsidiaries  for
          which consolidated or unconsolidated financial statements are required
          to be filed.

  12(a)   Computation of ratio of earnings to fixed charges.

  12(b)   Computation  of ratio  of  earnings  to  combined  fixed  charges  and
          preferred stock dividends.

  23(ii)  Consent of KPMG Peat Marwick LLP.

  24      Power of Attorney.

  27      Financial Data Schedule (filed electronically herewith).

  99(a)   Income  Maintenance  Agreement dated  March 28, 1991, between  General
          Electric  Company and the  Corporation.  (Incorporated by reference to
          Exhibit 28(a) of the Corporation's Form 10-K Report for the year ended
          December 31, 1992).

  99(b)   The consolidated  financial  statements of General  Electric  Company,
          set  forth in the  Annual  Report  on Form  10-K of  General  Electric
          Company  (S.E.C.  File No.  001-00035) for the year ended December 31,
          1997,  (pages F-1  through  F-42) and Exhibit 12 (Ratio of Earnings to
          Fixed Charges) of General Electric Company.


                                       48
<PAGE>

   99(c)  Letter,  dated  September 26, 1996 from Dennis D. Dammerman of General
          Electric  Company  to  Gary  C.  Wendt  of  General  Electric  Capital
          Corporation  pursuant  to which  General  Electric  Company  agrees to
          provide  additional equity to General Electric Capital  Corporation in
          conjunction  with  certain  redemptions  by General  Electric  Capital
          Corporation  of shares of its  Variable  Cumulative  Preferred  Stock.
          (Incorporated  by  reference  to  Exhibit  99(g) to the  Corporation's
          Registration Statement on Form S-3, File No. 333-13195).

  (b)     REPORTS ON FORM 8-K

          None.



                                       49
<PAGE>


<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                      GENERAL ELECTRIC CAPITAL CORPORATION

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

For the years ended December 31 (In millions)                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
REVENUES ...................................................................   $  4,867    $  6,631    $  5,721
                                                                               --------    --------    --------
EXPENSES:
 Interest, net of allocations ..............................................      3,548       3,871       3,094
 Operating and administrative ..............................................      1,765       1,573       1,217
 Provision for losses on financing receivables .............................          4          65         206
 Depreciation and amortization .............................................        345         255         209
                                                                               --------    --------    --------
                                                                                  5,662       5,764       4,726
                                                                               --------    --------    --------
Earnings (loss) before income taxes and equity in earnings of affiliates ...       (795)        867         995
Income tax (provision) benefit .............................................        439        (218)       (291)
Equity in earnings of affiliates ...........................................      3,085       1,983       1,557
                                                                               --------    --------    --------
NET EARNINGS ...............................................................      2,729       2,632       2,261
Dividends paid .............................................................     (1,546)       (891)     (1,645)
Retained earnings at January 1 .............................................     10,678       8,937       8,321
                                                                               --------    --------    --------
RETAINED EARNINGS AT DECEMBER 31 ...........................................   $ 11,861    $ 10,678    $  8,937
                                                                               ========    ========    ========
</TABLE>


See Notes to Condensed Financial Statements.


                                       50
<PAGE>

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (CONTINUED)

                      GENERAL ELECTRIC CAPITAL CORPORATION

                    CONDENSED STATEMENT OF FINANCIAL POSITION

At December 31 (In millions)                                                                  1997        1996 
                                                                                           --------    --------
<S>                                                                                        <C>         <C>     
ASSETS

Cash and equivalents ...................................................................   $    249    $    203
Investment securities ..................................................................      3,916       3,641
Financing receivables:
 Time sales and loans ..................................................................     19,509      21,622
 Investment in financing leases ........................................................     11,817      10,851
                                                                                           --------    --------
                                                                                             31,326      32,473
 Allowance for losses on financing receivables .........................................       (786)       (875)
                                                                                           --------    --------
  Financing receivables - net ..........................................................     30,540      31,598
Investments in and advances to affiliates ..............................................     95,578      82,676
Equipment on operating leases (at cost), less accumulated amortization of $726
 and $583 ..............................................................................      3,477       3,000
Other assets ...........................................................................      6,240       5,629
                                                                                           --------    --------
  TOTAL ASSETS .........................................................................   $140,000    $126,747
                                                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................................................   $ 79,755    $ 66,435
Long-term borrowings ...................................................................     35,189      38,373
Other liabilities ......................................................................      3,938       3,684
Deferred income taxes ..................................................................      2,745       2,729
                                                                                           --------    --------
  Total liabilities ....................................................................    121,627     111,221
                                                                                           --------    --------
Capital stock ..........................................................................        770         770
Additional paid-in capital .............................................................      4,744       4,024
Retained earnings ......................................................................     11,861      10,678
Unrealized gains on investment securities ..............................................      1,145         149
Foreign currency translation adjustments ...............................................       (147)        (95)
                                                                                           --------    --------
  Total equity .........................................................................     18,373      15,526
                                                                                           --------    --------
  TOTAL LIABILITIES AND EQUITY .........................................................   $140,000    $126,747
                                                                                           ========    ========
</TABLE>



See Notes to Condensed Financial Statements.


                                       51
<PAGE>

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (CONTINUED)

                      GENERAL ELECTRIC CAPITAL CORPORATION

                        CONDENSED STATEMENT OF CASH FLOWS

For the years ended December 31 (In millions)                                     1997        1996        1995 
                                                                               --------    --------    --------
<S>                                                                            <C>         <C>         <C>     
CASH FROM OPERATING ACTIVITIES .............................................   $   (872)   $  1,243    $  1,489
                                                                               --------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers .............................................    (42,575)    (40,381)    (41,650)
Principal collections from customers .......................................     42,486      44,447      39,664
Investment in assets on financing leases ...................................     (4,589)     (2,206)     (2,976)
Principal collections on financing leases ..................................      2,665       2,127       1,587
Net change in credit card receivables ......................................      1,805        (269)      1,566
Buildings, equipment and equipment on operating leases
  - additions ..............................................................       (900)     (1,111)       (810)
  - dispositions ...........................................................        350         335          78
Payments for principal businesses purchased, net of cash acquired ..........     (4,736)     (4,839)     (3,866)
Proceeds from principal business dispositions ..............................        209        --           575
Change in investment in  and advances to affiliates ........................     (5,290)     (6,436)    (11,377)
Other - net ................................................................      1,348      (1,863)      1,984
                                                                               --------    --------    --------
  Cash used for investing activities .......................................     (9,227)    (10,196)    (15,225)
                                                                               --------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (less than 90-day maturities) .....................     15,537      13,249      (3,544)
Newly issued debt
  - short-term (91-365 days) ...............................................      4,066       5,061       2,545
  - long-term senior .......................................................      9,700      11,065      25,654
Proceeds - non-recourse, leveraged lease debt ..............................      1,043         219         783
Repayments and other reductions
  - short-term .............................................................    (18,379)    (18,846)    (11,710)
  - long-term senior .......................................................       (787)       (583)       (638)
Principal payments - non-recourse, leveraged lease debt ....................       (107)       (130)       (134)
Dividends paid .............................................................     (1,540)       (891)       (961)
Contributions to additional paid-in capital ................................        182        --           684
Issuance of preferred stock in excess of par ...............................        430        --           924
                                                                               --------    --------    --------
  Cash from financing activities ...........................................     10,145       9,144      13,603
                                                                               --------    --------    --------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING THE YEAR ................         46         191        (133)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR ..................................        203          12         145
                                                                               --------    --------    --------
CASH AND EQUIVALENTS AT END OF YEAR ........................................   $    249    $    203    $     12
                                                                               ========    ========    ========
</TABLE>



See Notes to Condensed Financial Statements.


                                       52
<PAGE>


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

    SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT - (CONCLUDED)

                      GENERAL ELECTRIC CAPITAL CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS


BORROWINGS

Total long-term borrowings at December 31, 1997 and 1996 are shown below.
<TABLE>
<CAPTION>
                                                                     1997
                                                                   AVERAGE
(Dollars in millions)                                              RATE <F1>  MATURITIES      1997        1996 
                                                                   --------    ---------   --------    --------
<S>                                                                    <C>     <C>         <C>         <C>     
Senior notes ...................................................       6.53%   1999-2055   $ 34,492    $ 37,676
Subordinated notes <F2> ........................................       8.04    2006-2012        697         697
                                                                                           --------    --------
                                                                                           $ 35,189    $ 38,373
                                                                                           ========    ========
<FN>
<F1>  Includes the effects of associated interest rate and currency swaps.
<F2>  Guaranteed by General Electric Company.
</FN>
</TABLE>

At December 31, 1997, long-term borrowing maturities during the next five years,
including the current portion of long-term notes payable, are $12,218 million in
1998,  $6,795 million in 1999,  $5,064 million in 2000,  $4,770 million in 2001,
and $2,998 million in 2002.

INTEREST  RATES  ARE  MANAGED  by  General  Electric  Capital  Corporation  ("GE
Capital") in light of the anticipated  behavior,  including prepayment behavior,
of assets in which  debt  proceeds  are  invested.  A  variety  of  instruments,
including interest rate and currency swaps and currency  forwards,  are employed
to achieve management's  interest rate objectives.  Effective interest rates are
lower under these "synthetic" positions than could have been achieved by issuing
debt  directly.  At December 31, 1997 and 1996,  interest  rate swap  maturities
ranged from 1998 to 2029, and average  interest rates of "synthetic"  fixed-rate
borrowings were 6.32% and 6.37%, respectively.

Interest expense on the Condensed  Statement of Current and Retained Earnings is
net of interest  income on loans and advances to majority  owned  affiliates  of
$2,971  million,  $2,332  million and $2,310  million  for 1997,  1996 and 1995,
respectively.

INCOME TAXES

General  Electric  Company files a consolidated  U.S.  federal income tax return
which includes GE Capital. Income tax (provision) benefit includes the effect of
GE Capital on the consolidated return.



                                       53
<PAGE>


                                                                  EXHIBIT 4(iii)

                                                                  March 25, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Subject:   General Electric Capital  Corporation  Annual Report on Form 10-K for
           the fiscal year ended December 31, 1997 - File No. 1-6461

Dear Sirs:

Neither General Electric Capital  Corporation (the "Corporation") nor any of its
subsidiaries  has  outstanding any instrument with respect to its long-term debt
that is not  registered  with the Commission and under which the total amount of
securities  authorized exceeds 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii)
of Item 601 of Regulation S-K (17 CFRss. 229.601), the Corporation hereby agrees
to furnish to the Securities and Exchange  Commission,  upon request,  a copy of
each instrument which defines the rights of holders of such long-term debt.


                                         Very truly yours,

                                         GENERAL ELECTRIC CAPITAL CORPORATION

                                         By: /s/ J.A. Parke
                                             -------------------------
                                             J.A. Parke,
                                             Senior Vice President, Finance




                                       54
<PAGE>

                                                                  EXHIBIT 12 (a)
<TABLE>
<CAPTION>
                      GENERAL ELECTRIC CAPITAL CORPORATION
                           AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                                                          YEARS ENDED DECEMBER 31
                                                       --------------------------------------------------------
(Dollar amounts in millions)                              1997        1996        1995        1994        1993 
                                                       --------    --------    --------    --------    --------
<S>                                                    <C>         <C>         <C>         <C>         <C>     
Net earnings .......................................   $  2,729    $  2,632    $  2,261    $  1,918    $  1,478
Provision for income taxes .........................        997       1,172       1,071         896         664
Minority interest ..................................         40          86          81         109         114
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority interest .      3,766       3,890       3,413       2,923       2,256
                                                       --------    --------    --------    --------    --------
Fixed charges:
 Interest ..........................................      7,440       7,114       6,520       4,464       3,503
 One-third of rentals ..............................        240         177         170         153         138
                                                       --------    --------    --------    --------    --------
Total fixed charges ................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Less interest capitalized, net of amortization .....         52          41          21           9           4
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority
 interest plus fixed charges .......................   $ 11,394    $ 11,140    $ 10,082    $  7,531    $  5,893
                                                       ========    ========    ========    ========    ========
Ratio of earnings to fixed charges .................       1.48        1.53        1.51        1.63        1.62
                                                       ========    ========    ========    ========    ========
</TABLE>



                                       55
<PAGE>

                                                                  EXHIBIT 12 (b)

<TABLE>
<CAPTION>
                      GENERAL ELECTRIC CAPITAL CORPORATION
                           AND CONSOLIDATED AFFILIATES

           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

                                                                        YEARS ENDED DECEMBER 31
                                                       --------------------------------------------------------
(Dollar amounts in millions)                              1997        1996        1995        1994        1993 
                                                       --------    --------    --------    --------    --------
<S>                                                    <C>         <C>         <C>         <C>         <C>     
Net earnings .......................................   $  2,729    $  2,632    $  2,261    $  1,918    $  1,478
Provision for income taxes .........................        997       1,172       1,071         896         664
Minority interest ..................................         40          86          81         109         114
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority interest .      3,766       3,890       3,413       2,923       2,256
                                                       --------    --------    --------    --------    --------
Fixed charges:
 Interest ..........................................      7,440       7,114       6,520       4,464       3,503
 One-third of rentals ..............................        240         177         170         153         138
                                                       --------    --------    --------    --------    --------
Total fixed charges ................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Less interest capitalized, net of amortization .....         52          41          21           9           4
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority
 interest plus fixed charges .......................   $ 11,394    $ 11,140    $ 10,082    $  7,531    $  5,893
                                                       ========    ========    ========    ========    ========

Preferred stock dividend requirements ..............   $     78    $     76    $     57    $     30    $     22
Ratio of earnings before provision for income
 taxes to net earnings .............................       1.37        1.45        1.47        1.47        1.45
                                                       --------    --------    --------    --------    --------
Preferred stock dividend factor on pre-tax basis ...        107         110          84          44          32
Fixed charges ......................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Total fixed charges and preferred stock dividend
 requirements ......................................   $  7,787    $  7,401    $  6,774    $  4,661    $  3,673
                                                       ========    ========    ========    ========    ========
Ratio of earnings to combined fixed charges and
 preferred  stock dividends ........................       1.46        1.51        1.49        1.62        1.60
                                                       ========    ========    ========    ========    ========
</TABLE>



                                       56
<PAGE>


                                                                 EXHIBIT 23 (ii)

To the Board of Directors
General Electric Capital Corporation:

We consent to incorporation  by reference in the  Registration  Statements (Nos.
33-43420, 33-51793, 33-60723, 333-07469, 333-13195 and 333-22265) on Form S-3 of
General Electric  Capital  Corporation,  and in the Registration  Statement (No.
33-39596) on Form S-3 jointly filed by General Electric Capital  Corporation and
General Electric Company, of our report dated February 13, 1998, relating to the
statement of financial  position of General  Electric  Capital  Corporation  and
consolidated  affiliates  as of  December  31,  1997 and  1996  and the  related
statements of current and retained earnings and cash flows for each of the years
in the  three-year  period ended  December 31, 1997,  and the related  schedule,
which  report  appears in the  December  31, 1997 annual  report on Form 10-K of
General Electric Capital Corporation.


/s/ KPMG Peat Marwick LLP

Stamford, Connecticut
March 26, 1998


                                       57
<PAGE>


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  being directors
and/or officers of General Electric Capital Corporation,  a New York corporation
(the  "Corporation"),  hereby  constitutes and appoints Gary C. Wendt,  James A.
Parke, Joan C. Amble and Nancy E. Barton,  and each of them, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities,  to sign one
or more Annual  Reports for the  Corporation's  fiscal year ended  December  31,
1997, on Form 10-K under the  Securities  Exchange Act of 1934,  as amended,  or
such other form as such  attorney-in-fact  may deem necessary or desirable,  any
amendments thereto,  and all additional  amendments thereto in such form as they
or any one of them may approve,  and to file the same with all exhibits  thereto
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done to the end that such Annual Report or Annual
Reports shall comply with the Securities  Exchange Act of 1934, as amended,  and
the applicable  Rules and Regulations of the Securities and Exchange  Commission
adopted or issued pursuant thereto,  as fully and to all intents and purposes as
he might or could in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents,  or any of them or  their or his  substitute  or
resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF,  each of the undersigned has hereunto set his hand this 25th
day of March, 1998.


/s/ Gary C. Wendt                            /s/ James A. Parke
- -----------------------                      -----------------------
Gary C. Wendt,                               James A. Parke,
Chairman of the Board                        Director and Senior Vice President,
and Chief Executive Officer                  Finance
(Principal Executive Officer)                (Principal Financial Officer)



                               /s/ Joan C. Amble
                               -----------------------
                               Joan C. Amble,
                               Vice President and Controller
                               (Principal Accounting Officer)

                                                                   (Page 1 of 2)



                                       58
<PAGE>




/s/ Nigel D.T. Andrews                             
- -----------------------------                      -----------------------------
Nigel D.T. Andrews,                                W. James McNerney, Jr.,
Director                                           Director


/s/ Nancy E. Barton                                /s/ John H. Myers
- -----------------------------                      -----------------------------
Nancy E. Barton,                                   John H. Myers,
Director                                           Director


/s/ James R. Bunt                                  /s/ Robert L. Nardelli
- -----------------------------                      -----------------------------
James R. Bunt,                                     Robert L. Nardelli,
Director                                           Director


/s/ David M. Cote                                  /s/ Denis J. Nayden
- -----------------------------                      -----------------------------
David M. Cote,                                     Denis J. Nayden,
Director                                           Director


/s/ Dennis D. Dammerman                            
- -----------------------------                      -----------------------------
Dennis D. Dammerman,                               Michael A. Neal,
Director                                           Director


                                                   /s/ John M. Samuels
- -----------------------------                      -----------------------------
Paolo Fresco,                                      John M. Samuels,
Director                                           Director


/s/ Benjamin W. Heineman, Jr.                      /s/ Edward D. Stewart
- -----------------------------                      -----------------------------
Benjamin W. Heineman, Jr.,                         Edward D. Stewart,
Director                                           Director


/s/ Jeffrey R. Immelt                              /s/ John F. Welch, Jr.
- -----------------------------                      -----------------------------
Jeffrey R. Immelt,                                 John F. Welch, Jr.,
Director                                           Director


A MAJORITY OF THE BOARD OF DIRECTORS

                                                                   (Page 2 of 2)


                                       59
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                          GENERAL ELECTRIC CAPITAL CORPORATION

March 25, 1998                            By: /s/ Gary C. Wendt
                                              -------------------------
                                                 (Gary C. Wendt)
                                              Chairman of the Board
                                            and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the date indicated.


    Signature                          Title                          Date      
    ---------                          -----                          ----      

/s/ Gary C. Wendt             Chairman of the Board and           March 25, 1998
- ------------------            Chief Executive Officer
(Gary C. Wendt)               (Principal Executive Officer)
                                      

/s/ James A. Parke            Director and                        March 25, 1998
- ------------------            Senior Vice President, Finance
(James A. Parke)              (Principal Financial Officer)
                                        

/s/ Joan C. Amble             Vice President and Controller       March 25, 1998
- ------------------            (Principal Accounting Officer)
(Joan C. Amble)                                                                 


NIGEL D.T. ANDREWS*                      Director
NANCY E. BARTON*                         Director
JAMES R. BUNT*                           Director
DAVID M. COTE*                           Director
DENNIS D. DAMMERMAN*                     Director
BENJAMIN W. HEINEMAN, JR.*               Director
JEFFREY R. IMMELT*                       Director
JOHN H. MYERS*                           Director
ROBERT L. NARDELLI*                      Director
DENIS J. NAYDEN*                         Director
JOHN M. SAMUELS*                         Director
EDWARD D. STEWART*                       Director
JOHN F. WELCH, JR.*                      Director


A MAJORITY OF THE BOARD OF DIRECTORS

*By: /s/ Joan C. Amble                                            March 25, 1998
     ------------------        
     (Joan C. Amble)
     Attorney-in-fact


                                       60


<PAGE>


                                                                  EXHIBIT 4(iii)

                                                                  March 25, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Subject:   General Electric Capital  Corporation  Annual Report on Form 10-K for
           the fiscal year ended December 31, 1997 - File No. 1-6461

Dear Sirs:

Neither General Electric Capital  Corporation (the "Corporation") nor any of its
subsidiaries  has  outstanding any instrument with respect to its long-term debt
that is not  registered  with the Commission and under which the total amount of
securities  authorized exceeds 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. In accordance with paragraph (b) (4) (iii)
of Item 601 of Regulation S-K (17 CFRss. 229.601), the Corporation hereby agrees
to furnish to the Securities and Exchange  Commission,  upon request,  a copy of
each instrument which defines the rights of holders of such long-term debt.


                                         Very truly yours,

                                         GENERAL ELECTRIC CAPITAL CORPORATION

                                         By: /s/ J.A. Parke
                                             -------------------------
                                             J.A. Parke,
                                             Senior Vice President, Finance


<PAGE>

                                                                  EXHIBIT 12 (a)
<TABLE>
<CAPTION>
                      GENERAL ELECTRIC CAPITAL CORPORATION
                           AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                                                          YEARS ENDED DECEMBER 31
                                                       --------------------------------------------------------
(Dollar amounts in millions)                              1997        1996        1995        1994        1993 
                                                       --------    --------    --------    --------    --------
<S>                                                    <C>         <C>         <C>         <C>         <C>     
Net earnings .......................................   $  2,729    $  2,632    $  2,261    $  1,918    $  1,478
Provision for income taxes .........................        997       1,172       1,071         896         664
Minority interest ..................................         40          86          81         109         114
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority interest .      3,766       3,890       3,413       2,923       2,256
                                                       --------    --------    --------    --------    --------
Fixed charges:
 Interest ..........................................      7,440       7,114       6,520       4,464       3,503
 One-third of rentals ..............................        240         177         170         153         138
                                                       --------    --------    --------    --------    --------
Total fixed charges ................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Less interest capitalized, net of amortization .....         52          41          21           9           4
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority
 interest plus fixed charges .......................   $ 11,394    $ 11,140    $ 10,082    $  7,531    $  5,893
                                                       ========    ========    ========    ========    ========
Ratio of earnings to fixed charges .................       1.48        1.53        1.51        1.63        1.62
                                                       ========    ========    ========    ========    ========
</TABLE>




<PAGE>

                                                                  EXHIBIT 12 (b)

<TABLE>
<CAPTION>
                      GENERAL ELECTRIC CAPITAL CORPORATION
                           AND CONSOLIDATED AFFILIATES

           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

                                                                        YEARS ENDED DECEMBER 31
                                                       --------------------------------------------------------
(Dollar amounts in millions)                              1997        1996        1995        1994        1993 
                                                       --------    --------    --------    --------    --------
<S>                                                    <C>         <C>         <C>         <C>         <C>     
Net earnings .......................................   $  2,729    $  2,632    $  2,261    $  1,918    $  1,478
Provision for income taxes .........................        997       1,172       1,071         896         664
Minority interest ..................................         40          86          81         109         114
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority interest .      3,766       3,890       3,413       2,923       2,256
                                                       --------    --------    --------    --------    --------
Fixed charges:
 Interest ..........................................      7,440       7,114       6,520       4,464       3,503
 One-third of rentals ..............................        240         177         170         153         138
                                                       --------    --------    --------    --------    --------
Total fixed charges ................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Less interest capitalized, net of amortization .....         52          41          21           9           4
                                                       --------    --------    --------    --------    --------
Earnings before income taxes and minority
 interest plus fixed charges .......................   $ 11,394    $ 11,140    $ 10,082    $  7,531    $  5,893
                                                       ========    ========    ========    ========    ========

Preferred stock dividend requirements ..............   $     78    $     76    $     57    $     30    $     22
Ratio of earnings before provision for income
 taxes to net earnings .............................       1.37        1.45        1.47        1.47        1.45
                                                       --------    --------    --------    --------    --------
Preferred stock dividend factor on pre-tax basis ...        107         110          84          44          32
Fixed charges ......................................      7,680       7,291       6,690       4,617       3,641
                                                       --------    --------    --------    --------    --------
Total fixed charges and preferred stock dividend
 requirements ......................................   $  7,787    $  7,401    $  6,774    $  4,661    $  3,673
                                                       ========    ========    ========    ========    ========
Ratio of earnings to combined fixed charges and
 preferred  stock dividends ........................       1.46        1.51        1.49        1.62        1.60
                                                       ========    ========    ========    ========    ========
</TABLE>


<PAGE>

                                                                 EXHIBIT 23 (ii)

To the Board of Directors
General Electric Capital Corporation:

We consent to incorporation  by reference in the  Registration  Statements (Nos.
33-43420, 33-51793, 33-60723, 333-07469, 333-13195 and 333-22265) on Form S-3 of
General Electric  Capital  Corporation,  and in the Registration  Statement (No.
33-39596) on Form S-3 jointly filed by General Electric Capital  Corporation and
General Electric Company, of our report dated February 13, 1998, relating to the
statement of financial  position of General  Electric  Capital  Corporation  and
consolidated  affiliates  as of  December  31,  1997 and  1996  and the  related
statements of current and retained earnings and cash flows for each of the years
in the  three-year  period ended  December 31, 1997,  and the related  schedule,
which  report  appears in the  December  31, 1997 annual  report on Form 10-K of
General Electric Capital Corporation.


/s/ KPMG Peat Marwick LLP

Stamford, Connecticut
March 26, 1998


<PAGE>

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned,  being directors
and/or officers of General Electric Capital Corporation,  a New York corporation
(the  "Corporation"),  hereby  constitutes and appoints Gary C. Wendt,  James A.
Parke, Joan C. Amble and Nancy E. Barton,  and each of them, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead in any and all capacities,  to sign one
or more Annual  Reports for the  Corporation's  fiscal year ended  December  31,
1997, on Form 10-K under the  Securities  Exchange Act of 1934,  as amended,  or
such other form as such  attorney-in-fact  may deem necessary or desirable,  any
amendments thereto,  and all additional  amendments thereto in such form as they
or any one of them may approve,  and to file the same with all exhibits  thereto
and other  documents in connection  therewith  with the  Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and necessary to be done to the end that such Annual Report or Annual
Reports shall comply with the Securities  Exchange Act of 1934, as amended,  and
the applicable  Rules and Regulations of the Securities and Exchange  Commission
adopted or issued pursuant thereto,  as fully and to all intents and purposes as
he might or could in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and  agents,  or any of them or  their or his  substitute  or
resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF,  each of the undersigned has hereunto set his hand this 25th
day of March, 1998.


/s/ Gary C. Wendt                            /s/ James A. Parke
- -----------------------                      -----------------------
Gary C. Wendt,                               James A. Parke,
Chairman of the Board                        Director and Senior Vice President,
and Chief Executive Officer                  Finance
(Principal Executive Officer)                (Principal Financial Officer)



                               /s/ Joan C. Amble
                               -----------------------
                               Joan C. Amble,
                               Vice President and Controller
                               (Principal Accounting Officer)

                                                                   (Page 1 of 2)




<PAGE>




/s/ Nigel D.T. Andrews                             
- -----------------------------                      -----------------------------
Nigel D.T. Andrews,                                W. James McNerney, Jr.,
Director                                           Director


/s/ Nancy E. Barton                                /s/ John H. Myers
- -----------------------------                      -----------------------------
Nancy E. Barton,                                   John H. Myers,
Director                                           Director


/s/ James R. Bunt                                  /s/ Robert L. Nardelli
- -----------------------------                      -----------------------------
James R. Bunt,                                     Robert L. Nardelli,
Director                                           Director


/s/ David M. Cote                                  /s/ Denis J. Nayden
- -----------------------------                      -----------------------------
David M. Cote,                                     Denis J. Nayden,
Director                                           Director


/s/ Dennis D. Dammerman                            
- -----------------------------                      -----------------------------
Dennis D. Dammerman,                               Michael A. Neal,
Director                                           Director


                                                   /s/ John M. Samuels
- -----------------------------                      -----------------------------
Paolo Fresco,                                      John M. Samuels,
Director                                           Director


/s/ Benjamin W. Heineman, Jr.                      /s/ Edward D. Stewart
- -----------------------------                      -----------------------------
Benjamin W. Heineman, Jr.,                         Edward D. Stewart,
Director                                           Director


/s/ Jeffrey R. Immelt                              /s/ John F. Welch, Jr.
- -----------------------------                      -----------------------------
Jeffrey R. Immelt,                                 John F. Welch, Jr.,
Director                                           Director


A MAJORITY OF THE BOARD OF DIRECTORS

                                                                   (Page 2 of 2)


<TABLE> <S> <C>

<PAGE>
<ARTICLE>                                          5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS

</LEGEND>
<CIK>                                                     0000040554
<NAME>                          GENERAL ELECTRIC CAPITAL CORPORATION
<MULTIPLIER>                                               1,000,000
       
<S>                                                <C>
<PERIOD-TYPE>                                      12-MOS
<FISCAL-YEAR-END>                                  DEC-31-1997
<PERIOD-END>                                       DEC-31-1997
<CASH>                                                         4,648
<SECURITIES>                                                  53,103
<RECEIVABLES>                                                106,601
<ALLOWANCES>                                                   2,802
<INVENTORY>                                                      786
<CURRENT-ASSETS>                                                   0
<PP&E>                                                        28,571
<DEPRECIATION>                                                 7,547
<TOTAL-ASSETS>                                               228,777
<CURRENT-LIABILITIES>                                              0
<BONDS>                                                       45,134
                                              0
                                                        2
<COMMON>                                                         768
<OTHER-SE>                                                    17,603
<TOTAL-LIABILITY-AND-EQUITY>                                 228,777
<SALES>                                                        4,622
<TOTAL-REVENUES>                                              33,404
<CGS>                                                          4,147
<TOTAL-COSTS>                                                      0
<OTHER-EXPENSES>                                               9,472
<LOSS-PROVISION>                                               1,421
<INTEREST-EXPENSE>                                             7,330
<INCOME-PRETAX>                                                3,726
<INCOME-TAX>                                                     997
<INCOME-CONTINUING>                                            2,729
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                   2,729
<EPS-PRIMARY>                                                   0.00
<EPS-DILUTED>                                                   0.00
        


</TABLE>

<PAGE>
                                      F-1

ANNUAL REPORT PAGE 25

FINANCIAL SECTION

      CONTENTS

46    INDEPENDENT AUDITORS' REPORT

      AUDITED FINANCIAL STATEMENTS
26    Earnings
28    Financial Position
30    Cash Flows
47    Notes to Consolidated Financial Statements

      MANAGEMENT'S DISCUSSION
32    Operations
32       Consolidated Operations
33       GE Operations
34          Industry Segments
36       GECS Operations
39       International Operations
40    Financial Resources and Liquidity
44    Selected Financial Data
46    Financial Responsibility


                                 [CHART HERE]
CONSOLIDATED REVENUES
- -----------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- -----------------------------------------------------------------------------
                       $55.701     $60.109     $70.028     $79.179   $90.840
- -----------------------------------------------------------------------------


                                 [CHART HERE]

EARNINGS PER SHARE FROM CONTINUING OPERATIONS BEFORE ACCOUNTING CHANGE
- -----------------------------------------------------------------------------
(IN DOLLARS)              1993        1994        1995        1996      1997
- -----------------------------------------------------------------------------
BASIC                   $1.220      $1.730      $1.950      $2.200    $2.500
DILUTED                  1.210       1.710       1.930       2.160     2.460
- -----------------------------------------------------------------------------


                                 [CHART HERE]
DIVIDENDS PER SHARE
- -----------------------------------------------------------------------------
(IN DOLLARS)              1993        1994        1995        1996      1997
- -----------------------------------------------------------------------------
                       $0.6525      $0.745      $0.845      $0.950    $1.080
- -----------------------------------------------------------------------------

<PAGE>
                                      F-2

ANNUAL REPORT PAGE 26

STATEMENT OF EARNINGS
<TABLE>
<CAPTION>
                                                                      General Electric Company
                                                                     and consolidated affiliates
                                                                  ---------------------------------
For the years ended December 31 (In millions)                         1997        1996        1995
- ---------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>         <C>     
REVENUES

   Sales of goods                                                 $ 40,675    $ 36,106    $ 33,624
   Sales of services                                                12,729      11,791       9,733
   Other income (note 2)                                             2,300         638         752
   Earnings of GECS                                                   --          --          --
   GECS revenues from services (note 3)                             35,136      30,644      25,919
                                                                  ---------------------------------
     Total revenues                                                 90,840      79,179      70,028
                                                                  ---------------------------------
COSTS AND EXPENSES (note 4)

   Cost of goods sold                                               30,889      26,298      24,703
   Cost of services sold                                             9,199       8,293       6,682
   Interest and other financial charges                              8,384       7,904       7,286
   Insurance losses and policyholder and annuity benefits            8,278       6,678       5,285
   Provision for losses on financing receivables (note 7)            1,421       1,033       1,117
   Other costs and expenses                                         21,250      17,898      15,014
   Minority interest in net earnings of consolidated affiliates        240         269         204
                                                                  ---------------------------------
     Total costs and expenses                                       79,661      68,373      60,291
                                                                  ---------------------------------
EARNINGS BEFORE INCOME TAXES                                        11,179      10,806       9,737
Provision for income taxes (note 8)                                 (2,976)     (3,526)     (3,164)
                                                                  ---------------------------------
NET EARNINGS                                                      $  8,203    $  7,280    $  6,573
===================================================================================================
PER-SHARE AMOUNTS (in dollars)

Basic earnings per share (note 9)                                 $   2.50    $   2.20    $   1.95
Diluted earnings per share (note 9)                               $   2.46    $   2.16    $   1.93
===================================================================================================
DIVIDENDS DECLARED PER SHARE (in dollars)                         $   1.08    $   0.95    $  0.845
===================================================================================================
<FN>
The notes to consolidated financial statements on pages 47-66 are an integral part of this
statement. Per-share amounts have been adjusted for the 2-for-1 stock split effective on April 28,
1997.
</FN>

</TABLE>

<PAGE>
                                      F-3

ANNUAL REPORT PAGE 27

STATEMENT OF EARNINGS (Continued)
<TABLE>
<CAPTION>
                                                                                GE                               GECS
                                                                  ------------------------------   -------------------------------
For the years ended December 31 (In millions)                         1997       1996       1995       1997       1996       1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>        <C>        <C>        <C>        <C>        <C>
REVENUES

   Sales of goods                                                 $ 36,059   $ 34,196   $ 33,177   $  4,622   $  1,926   $    467
   Sales of services                                                12,893     11,923      9,836       --         --         --
   Other income (note 2)                                             2,307        629        753       --         --         --
   Earnings of GECS                                                  3,256      2,817      2,415       --         --         --
   GECS revenues from services (note 3)                               --         --         --       35,309     30,787     26,025
                                                                  ------------------------------   -------------------------------
      Total revenues                                                54,515     49,565     46,181     39,931     32,713     26,492
                                                                  ------------------------------   -------------------------------
 COSTS AND EXPENSES (note 4)                                          --

    Cost of goods sold                                              26,747     24,594     24,308      4,147      1,720        415
    Cost of services sold                                            9,363      8,425      6,785       --         --         --
    Interest and other financial charges                               797        595        649      7,649      7,326      6,661
    Insurance losses and policyholder and annuity benefits            --         --         --        8,278      6,678      5,285
    Provision for losses on financing receivables (note 7)            --         --         --        1,421      1,033      1,117
    Other costs and expenses                                         7,476      6,274      5,743     13,893     11,741      9,354
    Minority interest in net earnings of consolidated affiliates       119        102         64        121        167        140
                                                                  ------------------------------   -------------------------------
      Total costs and expenses                                      44,502     39,990     37,549     35,509     28,665     22,972
                                                                  ------------------------------   -------------------------------
 EARNINGS BEFORE INCOME TAXES                                         --
                                                                    10,013      9,575      8,632      4,422      4,048      3,520
 Provision for income taxes (note 8)                                (1,810)    (2,295)    (2,059)    (1,166)    (1,231)    (1,105)
                                                                  ------------------------------   -------------------------------
NET EARNINGS                                                      $  8,203   $  7,280   $  6,573   $  3,256   $  2,817   $  2,415
==================================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as described in note 1 to the consolidated financial
statements; "GECS" means General Electric Capital Services, Inc. and all of its affiliates and associated companies. Transactions
between GE and GECS have been eliminated from the "General Electric Company and consolidated affiliates" columns on page 26.

1997 restructuring and other special charges are included in the following GE captions: "Cost of goods sold" -- $1,364 million;
"Cost of services sold" -- $250 million; and "Other costs and expenses" -- $708 million.
</FN>

</TABLE>

<PAGE>
                                      F-4

ANNUAL REPORT PAGE 28

STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                                  General Electric Company
                                                                 and consolidated affiliates
                                                                 ----------------------------
At December 31 (In millions)                                               1997         1996
- ---------------------------------------------------------------------------------------------
<S>                                                                   <C>          <C>      
ASSETS

Cash and equivalents                                                  $   5,861    $   4,191
Investment securities (note 10)                                          70,621       59,889
Current receivables (note 11)                                             8,924        8,704
Inventories (note 12)                                                     5,895        4,849
Financing receivables (investments in time sales, loans and
   financing leases) -- net (notes 7 and 13)                            103,799       99,714
Other GECS receivables (note 14)                                         17,655       15,418
Property, plant and equipment (including equipment leased
   to others) -- net (note 15)                                           32,316       28,795
Investment in GECS                                                         --           --
Intangible assets (note 16)                                              19,121       16,007
All other assets (note 17)                                               39,820       34,835
                                                                      -----------------------
TOTAL ASSETS                                                          $ 304,012    $ 272,402
=============================================================================================

LIABILITIES AND EQUITY

Short-term borrowings (note 19)                                       $  98,075    $  80,200
Accounts payable, principally trade accounts                             10,407       10,205
Progress collections and price adjustments accrued                        2,316        2,161
Dividends payable                                                           979          855
All other GE current costs and expenses accrued (note 18)                 8,891        7,086
Long-term borrowings (note 19)                                           46,603       49,246
Insurance liabilities, reserves and annuity benefits (note 20)           67,270       61,327
All other liabilities (note 21)                                          22,700       18,917
Deferred income taxes (note 22)                                           8,651        8,273
                                                                      -----------------------
   Total liabilities                                                    265,892      238,270
                                                                      -----------------------
   Minority interest in equity of consolidated affiliates (note 23)       3,682        3,007
                                                                      -----------------------
Common stock (3,714,026,000 shares issued)                                  594          594
Unrealized gains on investment securities -- net                          2,138          671
Other capital                                                             3,636        2,498
Retained earnings                                                        43,338       38,670
Less common stock held in treasury                                      (15,268)     (11,308)
                                                                      -----------------------
   Total share owners' equity (notes 25 and 26)                          34,438       31,125
                                                                      -----------------------
TOTAL LIABILITIES AND EQUITY                                          $ 304,012    $ 272,402
=============================================================================================
<FN>
The notes to consolidated financial statements on pages 47-66 are an integral part of this
statement. Share data have been adjusted for the 2-for-1 stock split effective on April 28,
1997.
</FN>

</TABLE>

<PAGE>
                                      F-5


ANNUAL REPORT PAGE 29

STATEMENT OF FINANCIAL POSITION (Continued)

<TABLE>
<CAPTION>
                                                                                   GE                         GECS
                                                                         ----------------------      ----------------------
At December 31 (In millions)                                                 1997          1996          1997         1996
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>           <C>          <C>     
ASSETS

Cash and equivalents                                                     $  1,157      $    957      $  4,904     $  3,234
Investment securities (note 10)                                               265            17        70,356       59,872
Current receivables (note 11)                                               9,054         8,826          --           --
Inventories (note 12)                                                       5,109         4,473           786          376
Financing receivables (investments in time sales, loans and
   financing leases) -- net (notes 7 and 13)                                 --            --         103,799       99,714
Other GECS receivables (note 14)                                             --            --          18,332       15,962
Property, plant and equipment (including equipment leased
   to others) -- net (note 15)                                             11,118        10,832        21,198       17,963
Investment in GECS                                                         17,239        14,276          --           --
Intangible assets (note 16)                                                 8,755         7,367        10,366        8,640
All other assets (note 17)                                                 14,729        13,177        25,667       21,658
                                                                         ----------------------      ----------------------       
TOTAL ASSETS                                                             $ 67,426      $ 59,925      $255,408     $227,419
                                                                         ----------------------      ---------------------- 
LIABILITIES AND EQUITY

Short-term borrowings (note 19)                                          $  3,629      $  2,339      $ 95,274     $ 77,945
Accounts payable, principally trade accounts                                4,779         4,195         6,490        6,787
Progress collections and price adjustments accrued                          2,316         2,161          --           --
Dividends payable                                                             979           855          --           --
All other GE current costs and expenses accrued (note 18)                   8,763         6,870          --           --
Long-term borrowings (note 19)                                                729         1,710        45,989       47,676
Insurance liabilities, reserves and annuity benefits (note 20)               --            --          67,270       61,327
All other liabilities (note 21)                                            11,539         9,660        11,067        9,138
Deferred income taxes (note 22)                                              (315)          533         8,966        7,740
                                                                         ----------------------      ---------------------- 
   Total liabilities                                                       32,419        28,323       235,056      210,613
                                                                         ----------------------      ---------------------- 
   Minority interest in equity of consolidated affiliates (note 23)           569           477         3,113        2,530
                                                                         ----------------------      ---------------------- 
Common stock (3,714,026,000 shares issued)                                    594           594             1            1
Unrealized gains on investment securities -- net                            2,138           671         2,135          668
Other capital                                                               3,636         2,498         2,152        2,253
Retained earnings                                                          43,338        38,670        12,951       11,354
Less common stock held in treasury                                        (15,268)      (11,308)         --           --
                                                                         ----------------------      ---------------------- 
   Total share owners' equity (notes 25 and 26)                            34,438        31,125        17,239       14,276
                                                                         ----------------------      ---------------------- 
TOTAL LIABILITIES AND EQUITY                                             $ 67,426      $ 59,925      $255,408     $227,419
===========================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as described in note 1 to the consolidated
financial statements; "GECS" means General Electric Capital Services, Inc. and all of its affiliates and associated
companies. Transactions between GE and GECS have been eliminated from the "General Electric Company and consolidated
affiliates" columns on page 28.
</FN>

</TABLE>

<PAGE>
                                      F-6

ANNUAL REPORT PAGE 30

STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                    General Electric Company
                                                                                                   and consolidated affiliates
                                                                                           -----------------------------------------
For the years ended December 31 (In millions)                                                  1997            1996            1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>             <C>             <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
 
Net earnings                                                                               $  8,203        $  7,280        $  6,573
Adjustments to reconcile net earnings to cash provided
   from operating activities
     Depreciation and amortization                                                            4,082           3,785           3,594
     Earnings retained by GECS                                                                 --              --              --
     Deferred income taxes                                                                      284           1,145           1,047
     Decrease (increase) in GE current receivables                                              250             118            (632)
     Decrease (increase) in inventories                                                        (386)           (134)             40
     Increase (decrease) in accounts payable                                                    200             641             244
     Increase in insurance liabilities, reserves and annuity benefits                         1,669           1,491           2,490
     Provision for losses on financing receivables                                            1,421           1,033           1,117
     All other operating activities                                                          (1,483)          2,492             473
                                                                                          ------------------------------------------
CASH FROM OPERATING ACTIVITIES                                                               14,240          17,851          14,946
                                                                                          ------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment                                                   (8,388)         (7,760)         (6,447)
Dispositions of property, plant and equipment                                                 2,251           1,363           1,542
Net increase in GECS financing receivables                                                   (1,898)         (2,278)        (11,309)
Payments for principal businesses purchased                                                  (5,245)         (5,516)         (5,641)
All other investing activities                                                               (4,995)         (6,021)         (3,362)
                                                                                          ------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                                                          (18,275)        (20,212)        (25,217)
                                                                                          ------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities of 90 days or less)                                     13,684          11,827          (3,487)
Newly issued debt (maturities longer than 90 days)                                           21,249          23,153          37,604
Repayments and other reductions (maturities longer than 90 days)                            (23,787)        (25,906)        (18,580)
Net purchase of GE shares for treasury                                                       (2,815)         (2,323)         (2,523)
Dividends paid to share owners                                                               (3,411)         (3,050)         (2,770)
All other financing activities                                                                  785              28             259
                                                                                          ------------------------------------------
CASH FROM (USED FOR) FINANCING ACTIVITIES                                                     5,705           3,729          10,503
                                                                                          ------------------------------------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING YEAR                                       1,670           1,368             232
Cash and equivalents at beginning of year                                                     4,191           2,823           2,591
                                                                                          ------------------------------------------
Cash and equivalents at end of year                                                        $  5,861        $  4,191        $  2,823
====================================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

Cash paid during the year for interest                                                     $ (8,264)       $ (7,874)       $ (6,645)
Cash recovered (paid) during the year for income taxes                                       (1,937)         (1,392)         (1,483)
====================================================================================================================================
<FN>
The notes to consolidated financial statements on pages 47-66 are an integral part of this statement.
</FN>

</TABLE>

<PAGE>
                                      F-7

ANNUAL REPORT PAGE 31

STATEMENT OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
                                                                            GE                               GECS
                                                           --------------------------------    ---------------------------------
For the years ended December 31 (In millions)                  1997        1996        1995        1997        1996        1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>         <C>         <C>         <C>         <C>         <C>  
CASH FLOWS FROM OPERATING ACTIVITIES
   
Net earnings                                               $  8,203    $  7,280    $  6,573    $  3,256    $  2,817    $  2,415
Adjustments to reconcile net earnings to cash provided
   from operating activities                               
     Depreciation and amortization                            1,622       1,635       1,581       2,460       2,150       2,013 
     Earnings retained by GECS                               (1,597)     (1,836)     (1,324)       --          --          --   
     Deferred income taxes                                     (514)         68         369         798       1,077         678 
     Decrease (increase) in GE current receivables              215         152        (739)       --          --          --   
     Decrease (increase) in inventories                        (145)        (76)         55        (244)        (58)        (15)
     Increase (decrease) in accounts payable                    237         197         462         (64)        318         418 
     Increase in insurance liabilities, reserves               --          --          --         1,669       1,491       2,490 
         and annuity benefits                                                                                                   
     Provision for losses on financing receivables             --          --          --         1,421       1,033       1,117 
     All other operating activities                           1,296       1,647        (912)     (3,071)        939         961
                                                           --------------------------------    ---------------------------------
CASH FROM OPERATING ACTIVITIES                                9,317       9,067       6,065       6,225       9,767      10,077
                                                           --------------------------------    ---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment                   (2,191)     (2,389)     (1,831)     (6,197)     (5,371)     (4,616)
Dispositions of property, plant and equipment                    39          30          38       2,212       1,333       1,504
Net increase in GECS financing receivables                     --          --          --        (1,898)     (2,278)    (11,309)
Payments for principal businesses purchased                  (1,425)     (1,122)       (238)     (3,820)     (4,394)     (5,403)
All other investing activities                                  483        (106)        408      (5,646)     (6,090)     (3,913)
                                                           --------------------------------    ---------------------------------
CASH USED FOR INVESTING ACTIVITIES                           (3,094)     (3,587)     (1,623)    (15,349)    (16,800)    (23,737)
                                                           --------------------------------    ---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities of 90 days or less)        809         974       1,061      13,594      11,026      (4,510)
Newly issued debt (maturities longer than 90 days)              424         252         826      20,825      22,901      36,778
Repayments and other reductions (maturities longer
   than 90 days)                                             (1,030)     (1,250)     (1,535)    (22,757)    (24,656)    (17,045)
Net purchase of GE shares for treasury                       (2,815)     (2,323)     (2,523)       --          --          --
Dividends paid to share owners                               (3,411)     (3,050)     (2,770)     (1,653)       (981)     (1,091)
All other financing activities                                 --          --          --           785          28         259
                                                           --------------------------------    ---------------------------------
CASH FROM (USED FOR) FINANCING ACTIVITIES                    (6,023)     (5,397)     (4,941)     10,794       8,318      14,391 
                                                           --------------------------------    ---------------------------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING YEAR         200          83        (499)      1,670       1,285         731 
                                                        
Cash and equivalents at beginning of year                       957         874       1,373       3,234       1,949       1,218  
                                                           --------------------------------    ---------------------------------
Cash and equivalents at end of year                        $  1,157    $    957    $    874    $  4,904    $  3,234    $  1,949     
================================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

Cash paid during the year for interest                     $   (467)   $   (411)   $   (468)   $ (7,797)   $ (7,463)   $ (6,177)
Cash recovered (paid) during the year for income taxes       (1,596)     (1,286)     (1,651)       (341)       (106)        168
================================================================================================================================
<FN>
In the consolidating data on this page, "GE" means the basis of consolidation as described in note 1 to the consolidated
financial statements; "GECS" means General Electric Capital Services, Inc. and all of its affiliates and associated companies.
Transactions between GE and GECS have been eliminated from the "General Electric Company and consolidated affiliates" columns on
page 30.
</FN>

</TABLE>

<PAGE>
                                      F-8

ANNUAL REPORT PAGE 32

MANAGEMENT'S DISCUSSION OF OPERATIONS

OVERVIEW

General Electric Company's consolidated financial statements represent the
combination of the Company's manufacturing and nonfinancial services businesses
("GE") and the accounts of General Electric Capital Services, Inc. ("GECS"). See
note 1 to the consolidated financial statements, which explains how the various
financial data are presented.

   Management's Discussion of Operations is presented in four parts:
Consolidated Operations; GE Operations, including Industry Segments; GECS
Operations; and International Operations.

CONSOLIDATED OPERATIONS

GE achieved record revenues, earnings and cash generation in 1997. This year's
performance again demonstrated the ability of GE's diverse mix of leading global
businesses to deliver top-line growth and increased margins.

   Revenues, including acquisitions, rose to a record $90.8 billion in 1997, up
15% from 1996. This increase was primarily attributable to increased global
activities, particularly at GECS, stronger aircraft engine shipments, and higher
sales of spare parts and services by GE's equipment businesses. Revenues
increased at ten of GE's twelve businesses, led by double-digit growth at GE
Capital Services, Aircraft Engines and Transportation Systems. Revenues in 1996
were $79.2 billion, a 13% increase attributable primarily to increased
international activities. In 1996, nine of GE's twelve businesses increased
revenues, with GE Capital Services, NBC and Power Systems reporting double-digit
increases.

   Basic earnings per share increased to $2.50 during 1997, up 14% from the
prior year's $2.20. On a diluted basis, earnings per share also increased 14%,
to $2.46 from $2.16. Earnings increased 13% to a record $8.203 billion. In 1996,
basic earnings per share increased 13% from $1.95 per share in 1995 (12% from
$1.93 on a diluted basis). For 1996, earnings of $7.280 billion were up 11% from
$6.573 billion in 1995. Growth rates in earnings per share exceeded growth rates
in earnings as a result of the ongoing repurchase of shares under the five-year,
$17 billion share repurchase plan initiated in December 1994.

   In 1997, GE realized an after-tax gain of $1,538 million from exchanging
preferred stock in Lockheed Martin Corporation (Lockheed Martin) for the stock
of a newly formed subsidiary as described in note 2.

   Also in 1997, GE recorded restructuring and other special charges amounting
to $2,322 million, which are included in costs and expenses in the following
captions: "Cost of goods sold" -- $1,364 million; "Cost of services sold" --
$250 million; and "Other costs and expenses" -- $708 million. These charges are
discussed below and, as relevant, in Industry Segments beginning on page 34.
Aggregate restructuring charges of $1,243 million cover certain costs of plans
that will enhance GE's global competitiveness through rationalization of certain
production, service and administration activities of its worldwide industrial
businesses; among these charges is $577 million of special early retirement
pension, health and life benefit costs, including a fourth-quarter, one-time
voluntary early retirement program that was provided to the U.S. work force in
the 1997 labor contracts. Also included in restructuring charges are other
severance costs as well as certain costs of exiting affected properties,
including site demolitions, asset write-offs and expected losses on subleases.
Future cash outlays, including capital expenditures, amounting to approximately
$555 million will be incurred in order to execute these restructuring programs.
Other special charges amounting to $1,079 million were also recorded in 1997,
principally associated with strategic decisions to enhance the long-term
competitiveness of certain industrial businesses and fourth-quarter developments
arising from past activities at several current and former manufacturing sites
not associated with any current business segments. The largest such special
charge related to contracts on existing orders for an aircraft engine program
and is discussed on page 34. 

NEW ACCOUNTING  STANDARDS issued in 1997 are described  below.  Neither of these
standards  will  have  any  effect  on the  financial  position  or  results  of
operations of GE or GECS.

   The Financial Accounting Standards Board issued two Statements of Financial
Accounting Standards (SFAS) that will affect presentation in GE's 1998 Annual
Report to Share Owners. SFAS No. 130, REPORTING COMPREHENSIVE INCOME, will
require display of certain information about adjustments to equity -- most
notably, adjustments arising from market value changes in marketable securities.
SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION, will require additional information about industry segments.

================================================================================
                                 [CHART HERE]
                                       
GE/S&P CUMULATIVE DIVIDEND GROWTH SINCE 1992
- --------------------------------------------------------------------------------
                          1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
GE                      12.27%      28.08%      41.91%      57.44%    77.66%
S&P 500                  1.62        6.46       11.39       20.36     25.12 

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

<PAGE>
                                      F-9


ANNUAL REPORT PAGE 33

DIVIDENDS DECLARED IN 1997 AMOUNTED TO $3.535 BILLION. Per-share dividends of
$1.08 were up 14% from 1996, following a 12% increase from the preceding year.
GE has rewarded its share owners with 22 consecutive years of dividend growth.
The chart on the previous page illustrates that GE's dividend growth for the
past five years has significantly outpaced dividend growth of companies in the
Standard & Poor's 500 stock index. 

RETURN ON AVERAGE SHARE OWNERS' EQUITY
reached 25.0% in 1997, up from 24.0% and 23.5% in 1996 and 1995, respectively.

GE OPERATIONS

GE total revenues were $54.5 billion in 1997, compared with $49.6 billion in
1996 and $46.2 billion in 1995.

o    GE sales of goods and services were $49.0 billion in 1997, an increase of
     6% from 1996, which in turn was 7% higher than in 1995. The improvement in
     1997 was led by Aircraft Engines, Transportation Systems and Power Systems.
     Volume was about 9% higher in 1997, reflecting growth in most businesses
     during the year. While overall selling prices were down slightly in 1997,
     the effects of selling prices on sales in various businesses differed
     markedly. Revenues were also negatively affected by exchange rates for
     sales denominated in other than U.S. dollars. Volume in 1996 was about 9%
     higher than in 1995, with selling price and currency effects both slightly
     negative.

          For purposes of the required financial statement display of GE sales
     and costs of sales on pages 26 and 27, "goods" refers to tangible products,
     and "services" refers to all other sales, including broadcasting and
     information services activities. An increasingly important element of GE
     sales relates to product services, including both spare parts (goods) as
     well as repair services. Such product services sales amounted to $9.7
     billion in 1997 and were up 16% from 1996, which was 11% higher than 1995.

o    GE other income, earned from a wide variety of sources, was $2.3 billion in
     1997, $0.6 billion in 1996 and $0.8 billion in 1995. The increase in other
     income in 1997 was primarily attributable to the Lockheed Martin
     transaction described in note 2, which also provides details of GE other
     income.

o    Earnings of GECS were up 16% in 1997, following a 17% increase the year
     before. See page 36 for an analysis of these earnings.

PRINCIPAL COSTS AND EXPENSES FOR GE are those classified as costs of goods and
services sold, and selling, general and administrative expenses.

OPERATING MARGIN is sales of goods and services less the costs of goods and
services sold, and selling, general and administrative expenses. GE reported

================================================================================
                                 [CHART HERE]

GE OPERATING MARGIN AS A PERCENTAGE OF SALES
- --------------------------------------------------------------------------------
                         1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
AS REPORTED               9.9%       13.6%       14.4%       14.8%     11.0%

RESTRUCTURING AND
   OTHER SPECIAL
   CHARGES                2.6           -           -           -       4.7
                         
================================================================================

operating margin as 11.0% of sales in 1997, after the effects of restructuring
and other special charges. GE ongoing operating margin (before such charges)
reached a record 15.7% of sales, up from 14.8% in 1996 and 14.4% in 1995. The
improvement in operating margin in 1997 -- with ten businesses, led by Power
Systems, Aircraft Engines, Medical Systems and NBC, reporting higher operating
margins -- showed the increasing benefits from GE's product services and Six
Sigma quality initiatives.

TOTAL COST PRODUCTIVITY (sales in relation to costs, both on a constant dollar
basis) has paralleled recent significant improvement in GE's ongoing operating
margin and accelerated over the period. Productivity in 1997 was 4.2%,
reflecting sharp improvements associated with variable costs, largely
attributable to the Six Sigma quality program, as well as base costs, associated
largely with higher volume. Four businesses -- Power Systems, NBC, Plastics and
Information Services -- achieved productivity in excess of 5%. Total
productivity was 2.9% in 1996, principally on the positive effects of higher
volume. In 1996, three businesses -- Power Systems, NBC and Aircraft Engines --
reported productivity in excess of 5%. The total contribution of productivity in
the last two years offset not only the negative effects of cost inflation, but
also the effects of selling price decreases.

GE INTEREST AND OTHER FINANCIAL CHARGES in 1997 amounted to $797 million,
compared with $595 million in 1996 and $649 million in 1995, as interest rates
trended lower over the period. Lower rates in 1997 were more than offset by
higher levels of average borrowings and other interest-bearing obligations.

INCOME TAXES on a consolidated basis were 26.6% of pretax earnings in 1997,
compared with 32.6% in 1996 and 32.5% in 1995. The 1997 decrease in effective
tax rate was primarily attributable to the realized gain on the tax-free

<PAGE>
                                      F-10

ANNUAL REPORT PAGE 34

exchange of Lockheed Martin preferred stock. That gain accounted for 4.8% of the
difference between the expected and actual tax rates shown in note 8. A more
detailed analysis of the differences between the U.S. federal statutory rate and
the consolidated rate, as well as other information about income tax provisions,
is also provided in note 8.

GE INDUSTRY SEGMENT REVENUES AND OPERATING PROFIT for the past five years are
shown in the table on page 35. For additional information, including a
description of the products and services included in each segment, see note 28.

AIRCRAFT ENGINES achieved a 24% increase in revenues in 1997, following a 3%
increase in 1996, on higher volume in commercial engines and product services.
Operating profit decreased 14% in 1997, primarily as a result of $342 million of
charges. The largest charge followed Boeing Co.'s fourth-quarter announcement
that development of longer-range derivatives of the 777 jetliner would be
slowed. It was concluded at that time that development of a higher-thrust
derivative of the GE90 engine was not justified, resulting in charges of $275
million to reflect higher estimated manufacturing costs to fill firm customer
orders. An additional charge of $67 million was recorded for restructuring,
covering costs associated with closing certain redundant manufacturing and
warehousing facilities. Excluding these charges, operating profit increased 14%,
reflecting the effects of volume increases in commercial engines and product
services and improved product services pricing, the combination of which more
than offset cost increases. Operating profit increased by 4% in 1996 as a result
of improvements in the product services business and productivity, offset
somewhat by reduced selling prices and cost inflation.

   In 1997, $1.5 billion of revenues were from sales to the U.S. government,
down $0.3 billion from 1996, which was $0.1 billion higher than in 1995.

   Aircraft Engines received orders of $8.9 billion in 1997, up $1.8 billion
from 1996. The backlog at year-end 1997 was $9.8 billion ($9.0 billion at the
end of 1996). Of the total, $7.5 billion related to products, about 50% of which
was scheduled for delivery in 1998, and the remainder related to 1998 product
services. 

APPLIANCES revenues were 6% higher than a year ago, reflecting primarily
acquisition-related volume. Operating profit decreased 39%, primarily as a
result of restructuring and other special charges of $330 million, principally
for severance costs related to work force reductions and facility closing costs.
Excluding such charges, operating profit increased 5%, reflecting productivity
and improved volume, partially offset by lower selling prices. Revenues in 1996
were 7% higher than in 1995, reflecting industry growth and U.S. market share
gains across core product lines. Operating profit increased 8% in 1996,
primarily as a result of productivity and higher volume, partially offset by
lower selling prices. 

BROADCASTING revenues decreased 2% in 1997 as a strong advertising marketplace
was more than offset by the absence of a current-year counterpart to NBC's
broadcast of the 1996 Summer Olympic Games. Operating profit increased 5% in
1997, despite restructuring charges of $161 million associated with certain
broadcast properties, primarily international properties, and including asset
write-offs, expected losses on subleases from excess capacity, and severance
costs. Excluding the effects of such charges, operating profit increased 22%,
reflecting improved prime-time pricing, strong growth in both owned-and-operated
stations and cable programming services, and increased international
distribution of programming, the combination of which more than offset the
absence of a current-year counterpart to the Olympics broadcast and higher
license fees for certain prime-time programs that were renewed. Revenues
increased 34% in 1996, reflecting a strong advertising market, excellent
ratings, strong growth in the owned-and-operated stations and the Olympics
broadcast. Operating profit increased 29% in 1996 as the combination of
excellent ratings, sharply higher results in owned-and-operated stations and
profitable Olympics coverage more than offset higher license fees for certain
prime-time programs that were renewed. 

INDUSTRIAL PRODUCTS AND SYSTEMS revenues rose 5% in 1997, with improved volume
more than offsetting weaker pricing across all businesses in the segment.
Operating profit declined 8%, reflecting $352 million of charges, essentially
all of which were related to restructuring -- mostly for severance costs related
to work force reductions and for facility closing costs. Excluding these
charges, operating profit increased 14% in 1997, the result of Six Sigma-based
productivity and volume improvements across the segment, which more than offset
the effects of lower selling prices. Revenues increased 2% in 1996, reflecting
volume increases in Lighting, Electrical Distribution and Control, and
Industrial Control Systems. Operating profit increased 6% as productivity
improvements across the segment more than offset the effects of cost inflation
and lower selling prices for certain products.

   Transportation Systems received orders of $2.4 billion in 1997, an increase
of 20% from 1996. The backlog at year-end 1997 was $2.0 billion, an increase of
$0.5 billion from 1996. Of the total, $1.8 billion related to products, about
82% of which was scheduled for shipment in 1998, and the remainder related to
1998 product services. 

<PAGE>
                                      F-11

ANNUAL REPORT PAGE 35

SUMMARY OF INDUSTRY SEGMENTS

<TABLE>
<CAPTION>
                                                        General Electric Company and consolidated affiliates
                                                     --------------------------------------------------------
For the years ended December 31 (In millions)           1997        1996        1995        1994        1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>         <C>         <C>  
REVENUES

   GE
   
     Aircraft Engines                               $  7,799    $  6,302    $  6,098    $  5,714    $  6,580
     Appliances                                        6,745       6,375       5,933       5,965       5,555
     Broadcasting                                      5,153       5,232       3,919       3,361       3,102
     Industrial Products and Systems                  10,954      10,412      10,194       9,406       8,575
     Materials                                         6,695       6,509       6,647       5,681       5,042
     Power Generation                                  7,495       7,257       6,545       5,933       5,530
     Technical Products and Services                   4,917       4,692       4,424       4,285       4,174
     All Other                                         3,564       3,108       2,707       2,348       1,803
     Corporate items and eliminations                  1,193        (322)       (286)       (195)       (242)
                                                    ---------------------------------------------------------
        Total GE                                      54,515      49,565      46,181      42,498      40,119
                                                    ---------------------------------------------------------
   GECS

     Financing                                        31,165      24,554      19,446      15,064      12,454
     Specialty Insurance                               8,844       8,155       7,042       4,794       4,807
     All Other                                           (78)          4           4          17          15
                                                    ---------------------------------------------------------
        Total GECS                                    39,931      32,713      26,492      19,875      17,276
                                                    ---------------------------------------------------------
   Eliminations                                       (3,606)     (3,099)     (2,645)     (2,264)     (1,694)
                                                    ---------------------------------------------------------
CONSOLIDATED REVENUES                               $ 90,840    $ 79,179    $ 70,028    $ 60,109    $ 55,701
=============================================================================================================
OPERATING PROFIT <F1>

   GE

     Aircraft Engines                               $  1,051    $  1,225    $  1,176    $    935    $    798
     Appliances                                          458         750         697         683         372
     Broadcasting                                      1,002         953         738         500         264
     Industrial Products and Systems                   1,490       1,617       1,519       1,328         901
     Materials                                         1,476       1,466       1,465         967         834
     Power Generation                                    758       1,068         769       1,238       1,024
     Technical Products and Services                     828         849         801         787         706
     All Other                                         3,558       3,088       2,683       2,309       1,725
                                                    ---------------------------------------------------------
        Total GE                                      10,621      11,016       9,848       8,747       6,624
                                                    ---------------------------------------------------------
   GECS

     Financing                                         3,736       3,460       3,062       2,671       1,733
     Specialty Insurance                               1,293       1,238       1,002         580         764
     All Other                                          (607)       (650)       (544)       (302)       (288)
                                                    ---------------------------------------------------------
        Total GECS                                     4,422       4,048       3,520       2,949       2,209
                                                     --------------------------------------------------------
   Eliminations                                       (3,209)     (2,795)     (2,396)     (2,072)     (1,554)
                                                    ---------------------------------------------------------
CONSOLIDATED OPERATING PROFIT                         11,834      12,269      10,972       9,624       7,279
   GE interest and other financial charges--
     net of eliminations                                (782)       (600)       (644)       (417)       (529)
   GE items not traceable to segments                    127        (863)       (591)       (546)       (614)
                                                    ---------------------------------------------------------
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME

   TAXES AND ACCOUNTING CHANGE                      $ 11,179    $ 10,806    $  9,737    $  8,661    $  6,136
=============================================================================================================
<FN>
<F1> Operating profit for 1997 and 1993 included significant restructuring and other special charges. The 1997
     effects for individual segments are discussed on pages 34 and 36.

The notes to consolidated financial statements on pages 47-66 are an integral part of this statement. "GE"
means the basis of consolidation as described in note 1 to the consolidated financial statements; "GECS" means
General Electric Capital Services, Inc. and all of its affiliates and associated companies. Operating profit
of GE segments excludes "Interest and other financial charges"; operating profit of GECS includes "Interest
and other financial charges," which is one of the largest elements of GECS' operating costs. The 1993
accounting change represents adoption of Statement of Financial Accounting Standards (SFAS) No. 112,
EMPLOYERS' ACCOUNTING FOR POSTEMPLOYMENT BENEFITS.
</FN>

</TABLE>


<PAGE>
                                      F-12


ANNUAL REPORT PAGE 36

MATERIALS revenues grew 3% in 1997, reflecting an increase in volume that was
largely offset by lower selling prices and adverse currency exchange rates.
Operating profit increased by 1%, including restructuring charges amounting to
$63 million for severance costs related to work force reductions and
outsourcing. Excluding such charges, operating profit increased 5%, as Six
Sigma-based productivity and higher volume more than offset lower selling
prices. Materials revenues decreased 2% in 1996 and operating profit was about
the same as the previous year, primarily as a result of lower selling prices.
The adverse effects of lower selling prices on operating profit were offset in
part by reductions in material costs, volume improvements and productivity.


POWER GENERATION revenues were 3% higher than in 1996, reflecting higher volume
in gas turbines and in product services. Operating profit decreased 29% in 1997,
reflecting aggregate charges of $437 million, including $261 million that was
principally a combination of gas turbine warranty costs and costs arising from
renegotiation and resolution of certain disputes. Additionally, $176 million was
recognized for restructuring, covering costs of exiting certain facilities,
including severance benefits, site demolitions and associated write-offs. Absent
such charges, operating profit increased by 12%, the result of strong Six
Sigma-based productivity and higher volume, which more than offset lower selling
prices. Revenues increased 11% in 1996, reflecting primarily strong growth at
Nuovo Pignone and higher product services volume. Operating profit increased 39%
in 1996 as productivity more than offset cost inflation and lower selling
prices.

   Power Generation orders were $6.6 billion for 1997, compared with $8.0
billion in 1996. The backlog of unfilled orders at year-end 1997 was $9.8
billion ($10.9 billion at the end of 1996). Of the total, $8.9 billion related
to products, about 41% of which was scheduled for delivery in 1998, and the
remainder related to 1998 product services. 

TECHNICAL PRODUCTS AND SERVICES revenues rose 5% in 1997, following a 6%
increase in 1996. Medical Systems reported higher revenues in both years,
reflecting higher equipment volume and continued growth in product services,
partially offset by lower selling prices. Information Services revenues were up
slightly in 1997 and were essentially flat in 1996, as declines in selling
prices offset increased volume in electronic commerce. Operating profit for the
segment decreased 2% in 1997, reflecting aggregate charges of $157 million
principally for severance costs related to work force reductions and facility
closing costs. Excluding such costs, segment operating profit increased 16% as
productivity and higher volume more than offset the effects of lower selling

================================================================================
                                 [CHART HERE]
GECS REVENUES
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
                       $17.276     $19.875     $26.492     $32.713   $39.931

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

prices. Operating profit for the segment increased 6% in 1996 as productivity,
growth in services at Medical Systems and volume improvements more than offset
selling price decreases.

   Orders received by Medical Systems in 1997 were $4.3 billion, up $0.4 billion
from 1996. The backlog of unfilled orders at year-end 1997 was $2.4 billion,
about the same as at the end of 1996. Of the total, $1.3 billion related to
products, about 91% of which was scheduled for delivery in 1998, and the
remainder related to 1998 product services. 

ALL OTHER consists primarily of GECS earnings, which are discussed in the next
section. Also included are revenues derived from licensing the use of GE
technology to others.

GECS OPERATIONS

GECS conducts its operations in two segments -- Financing and Specialty
Insurance. The Financing segment includes the financing and consumer savings and
insurance operations of General Electric Capital Corporation (GE Capital). The
consumer savings and insurance operations, conducted primarily by GE Financial
Assurance Holdings, Inc., provide consumers financial security solutions through
a wide variety of insurance, investment and retirement products, primarily in
the United States. The Specialty Insurance segment includes operations of GE
Global Insurance Holding Corporation (GE Global Insurance), the principal
subsidiary of which is Employers Reinsurance Corporation, and the other
insurance businesses described on page 63.

o    GECS total revenues from operations were $39.9 billion in 1997, up 22% from
     1996, which was up 23% from 1995. The 1997 increase reflected primarily the
     contribution of businesses acquired in 1997 and 1996.

o    GECS earnings were $3.3 billion in 1997, up 16% from 1996, which was up 17%
     from 1995. The improved operating results for 1997 and 1996 were
     attributable to continued asset growth, with business and portfolio


<PAGE>
                                      F-13


ANNUAL REPORT PAGE 37

     acquisitions throughout the period and higher origination volume in 1997.
     Earnings in 1997 were affected by higher losses associated with the
     investment in Montgomery Ward Holding Corp., discussed on page 38, as well
     as by increased automobile residual losses. These matters were more than
     offset by asset gains, the largest of which was $284 million (net of tax)
     from a transaction that included the reduction of the GECS investment in
     the common stock of Paine Webber Group Inc. Increased investment income was
     the result of ongoing growth in the investment portfolios and a higher
     level of gains on investment securities.

o    GECS cost of goods sold was associated with the computer equipment
     distribution businesses. This cost amounted to $4.1 billion in 1997,
     compared with $1.7 billion in 1996 and $0.4 billion in 1995, the result of
     acquisition-related growth in 1997 and 1996.

o    GECS interest on borrowings in 1997 was $7.6 billion, 4% higher than in
     1996, which was 10% higher than in 1995. The increases in 1997 and 1996
     were caused by higher average borrowings used to finance asset growth,
     partially offset by the effects of lower average interest rates. The
     composite interest rate on GECS borrowings was 6.07% in 1997, compared with
     6.24% in 1996 and 6.76% in 1995. See page 42 for an analysis of interest
     rate sensitivities.

o    GECS insurance losses and policyholder and annuity benefits increased to
     $8.3 billion during 1997, compared with $6.7 billion in 1996 and $5.3
     billion in 1995, primarily because of business acquisitions and growth in
     originations throughout the period.

o    GECS other costs and expenses increased to $13.9 billion in 1997 from $11.7
     billion in 1996 and $9.4 billion in 1995 on increased costs associated with
     acquired businesses and portfolios as well as higher investment levels.
     
GECS INDUSTRY SEGMENT revenues and operating profit for the past five years are
shown in the table on page 35. Revenues from services are detailed in note 3.

FINANCING SEGMENT revenues from operations increased 27% to $31.2 billion in
1997, following a 26% increase in 1996. Significant portions of the revenue
increase arose from the computer equipment distribution businesses acquired
during 1997 and 1996 and from the consumer savings and insurance businesses
acquired during 1996 and 1995. Asset growth contributed to increased revenues in
both years, but was partially offset by lower yields. Financing segment revenues
were negatively affected by higher losses associated with the investment in
Montgomery Ward Holding Corp. That effect was more than offset by gains on asset
transactions, including securitizations.

================================================================================
                                 [CHART HERE]
                                       
GECS EARNINGS FROM CONTINUING OPERATIONS
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
                        $1.567      $2.085      $2.415      $2.817    $3.256
================================================================================

   Operating profit was $3.7 billion in 1997, 8% higher than in 1996. As
previously noted, 1997 operating profit included higher losses associated with
the investment in Montgomery Ward Holding Corp. as well as increased automobile
residual losses. These items were more than offset by acquisition and core
growth as well as gains on asset transactions, including securitizations.
Operating profit increased 13% in 1996, primarily because of asset growth.
Financing spreads (the excess of yields over interest rates on borrowings) were
essentially flat in 1997 and 1996 as the reduction in yields was offset by
decreases in borrowing rates. Cost of goods sold associated with the computer
equipment distribution businesses increased significantly in both years,
primarily because of acquisitions. The provision for losses on financing
receivables increased in 1997 on higher average receivable balances as well as
increased delinquencies, consistent with industry experience, in the consumer
portfolio. Higher portfolio growth from originations resulted in higher
provisions in 1995 than in 1996. Insurance losses and policyholder and annuity
benefits associated with the consumer savings and insurance operations increased
during 1997 and 1996 as a result of acquisitions. Other costs and expenses
increased in both years, the result of costs associated with acquired businesses
and portfolios and higher levels of investment.

   Financing receivables are the Financing segment's largest asset and its
primary source of revenues. The portfolio of financing receivables, before
allowance for losses, increased to $106.6 billion at the end of 1997 from $102.4
billion at the end of 1996, principally reflecting acquisition growth and
origination volume that were partially offset by securitizations of receivables.
The related allowance for losses at the end of 1997 amounted to $2.8 billion
(2.63% of receivables -- the same as 1996 and 1995) and, in management's
judgment, is appropriate given the risk profile of the portfolio.

<PAGE>
                                      F-14

ANNUAL REPORT PAGE 38

   A discussion of the quality of certain elements of the Financing segment
portfolio follows. "Nonearning" receivables are those that are 90 days or more
delinquent (or for which collection has otherwise become doubtful) and
"reduced-earning" receivables are commercial receivables whose terms have been
restructured to a below-market yield. The following discussion of the nonearning
and reduced-earning receivable balances and write-off amounts excludes amounts
related to Montgomery Ward Holding Corp. and affiliates, which are separately
discussed below.

   Consumer financing receivables at year-end 1997 and 1996 are shown in the
following table:

                                                    ----------------------------
(In millions)                                               1997           1996
- --------------------------------------------------------------------------------
Credit card and personal loans                           $25,773        $27,127
Auto loans                                                 8,973          5,915
Auto financing leases                                     13,346         13,113
                                                         -----------------------
   Total consumer financing receivables                  $48,092        $46,155
                                                         =======================
Nonearning                                               $ 1,049        $   926
  -- As percentage of total                                  2.2%           2.0%

Receivable write-offs for the year                       $ 1,298        $   870
================================================================================

   The decrease in credit card and personal loan portfolios primarily resulted
from securitization of receivables, partially offset by portfolio acquisitions
and origination volume. Both the auto loan and financing lease portfolios
increased as a result of acquisition growth; however, the increase in auto
financing leases was partially offset by a shift in U.S. lease volume from
financing leases to operating leases. Nonearning receivables did not change
significantly during 1997. A substantial amount of the nonearning consumer
receivables were U.S. private-label credit card loans that were subject to
various loss-sharing agreements that provide full or partial recourse to the
originating retailer. Increased write-offs of consumer receivables were
primarily attributable to the impact of higher delinquencies and personal
bankruptcies on the credit card loan portfolios in the United States, consistent
with overall industry experience, as well as higher average receivable balances
worldwide.

   Other financing receivables, totaling $58.5 billion at December 31, 1997,
consisted of a diverse commercial, industrial and equipment loan and lease
portfolio. This portfolio increased $2.3 billion during 1997, primarily because
of increased origination volume, partially offset by sales of receivables.
Related nonearning and reduced-earning receivables were $353 million at year-end
1997, compared with $471 million at year-end 1996.

   As discussed in note 13, Montgomery Ward Holding Corp. (MWHC) filed a
bankruptcy petition for reorganization in 1997. GECS' share of the losses of
MWHC and affiliates in 1997 was $380 million (after tax). The GECS investment in
MWHC and affiliates at December 31, 1997, was $795 million ($617 million
classified as financing receivables). Income recognition had been suspended on
these pre-bankruptcy investments. Subsequent to the petition, GECS committed to
provide MWHC up to $1.0 billion in debtor-in-possession financing, subject to
certain conditions, in order to fund working capital requirements and general
corporate expenses. A majority of this facility has been syndicated; total
borrowings under this facility at December 31, 1997, were insignificant.

   GECS loans and leases to commercial airlines amounted to $9.0 billion at the
end of 1997, up from $8.2 billion at the end of 1996. GECS commercial aircraft
positions also included financial guarantees, funding commitments and aircraft
orders as discussed in note 17. 

SPECIALTY INSURANCE SEGMENT revenues from operations were $8.8 billion in 1997,
an increase of 8% from 1996, which increased 16% over 1995. The increase in 1997
resulted from increased premium and investment income associated with
origination volume, acquisitions and continued growth in the investment
portfolios, as well as a higher level of gains on investment securities. GE
Global Insurance net premiums earned on U.S. business increased in 1997 -- the
result of strong growth in the life reinsurance business -- while net premiums
earned on European business declined, reflecting the effects of currency
translation and market conditions. The increase in 1996 resulted primarily from
inclusion of a full year's results for the European property and casualty
reinsurance businesses acquired in 1995. GE Global Insurance net premiums earned
on U.S. business declined in 1996 on lower industry-wide pricing and the exit of
certain unprofitable reinsurance contracts. Revenues from the other insurance
businesses of GECS increased during 1997 and 1996 as a result of both
origination volume and acquisitions.

   Specialty Insurance operating profit increased 4% to $1.3 billion in 1997
from $1.2 billion in 1996. The increase in 1997 primarily reflected higher
investment income, the result of continued growth in investment portfolios and
higher gains on investment securities, as well as improved earnings in the
mortgage insurance business, the result of improved market conditions. Higher
insurance losses, reserves and other costs and expenses partially offset these
increases. Operating profit increased 24% in 1996 as the year included a full
year's results of the European reinsurance acquisitions: higher premium and
investment income, partially offset by increases in insurance losses and other
costs and expenses.

<PAGE>
                                      F-15

ANNUAL REPORT PAGE 39

INTERNATIONAL OPERATIONS

Estimated results of international operations include all exports from the
United States, plus the results of GE and GECS operations located outside the
United States. Certain GECS operations that cannot meaningfully be associated
with specific geographic areas were classified as "other international" for this
purpose.

   International revenues in 1997 were $38.5 billion (42% of consolidated
revenues), compared with $33.3 billion in 1996 and $28.2 billion in 1995. In
1997, about 48% of GE's revenues were international, which was about 2% higher
than in 1996 and 1995. The chart below left depicts the growth in international
revenues in relation to total revenues over the past five years.

   International operating profit was $4.8 billion (41% of consolidated
operating profit) in 1997, compared with $4.0 billion in 1996 and $3.2 billion
in 1995.

   GE international revenues were $24.8 billion in 1997, an increase of 14% from
1996, reflecting sales growth in operations based outside the United States and
in U.S. exports. European revenues were 10% higher in 1997, reflecting increases
in both local operations and in exports to the region, with particularly strong
growth at Aircraft Engines. Pacific Basin revenues increased by 2% in 1997,
reflecting primarily increased revenues from local operations, led by Plastics
and Lighting. Revenues from the Americas increased 37%, primarily as a result of
strong growth in local operations, particularly at Appliances and Aircraft
Engines, and increased exports.

   GECS international revenues were $13.7 billion in 1997, an increase of 18%
from $11.6 billion in 1996, while international assets grew 21% from $65.3
billion at December 31, 1996, to $79.2 billion at the end of 1997. This revenue
and asset growth occurred primarily in Europe and, to a lesser extent, in Canada
and the Pacific Basin. These increases were attributable to continued expansion
of GECS as a global provider of a wide range of services.

   Financial results reported in U.S. dollars are affected by currency exchange.
A number of techniques are used to manage the effects of currency exchange,
including selective borrowings in local currencies and selective hedging of
significant cross-currency transactions. International activity is diverse, as
shown in the international revenues chart at the bottom right of this page.
Principal currencies include major European currencies as well as the Japanese
yen and the Canadian dollar.

   GE's total exports from the United States follow.

- --------------------------------------------------------------------------------
GE'S TOTAL EXPORTS FROM THE UNITED STATES
                                              ----------------------------------
(In millions)                                     1997         1996         1995
- --------------------------------------------------------------------------------
Pacific Basin                                  $ 3,176      $ 3,180      $ 3,397
Europe                                           2,423        2,060        1,701
Americas                                         1,553        1,257        1,023
Other                                            1,641        1,025          964
                                              ----------------------------------
Exports to external customers                    8,793        7,522        7,085
Exports to affiliates                            2,471        2,292        2,123
                                              ----------------------------------
Total exports                                  $11,264      $ 9,814      $ 9,208
================================================================================

   GE made a positive 1997 contribution of approximately $6.3 billion to the
U.S. balance of trade. Total exports in 1997 were $11.3 billion, direct imports
from external suppliers were $3.0 billion and imports from GE affiliates were
$2.0 billion.

================================================================================
                                 [CHART HERE]
CONSOLIDATED REVENUES
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
UNITED STATES          $36.447     $39.149     $41.780      45.886   $52.513
INTERNATIONAL           19.254      20.960      28.248      33.293    38.527

================================================================================
                                 [CHART HERE]

CONSOLIDATED INTERNATIONAL REVENUES
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
EUROPE                  $9.037      $8.994     $13.993     $18.024   $20.589
PACIFIC BASIN            4.474       5.922       7.122       7.523     7.918
AMERICAS                 3.073       3.437       4.105       4.700     6.185
OTHER                    2.670       2.607       3.028       3.046     3.835

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

<PAGE>
                                      F-16

ANNUAL REPORT PAGE 40


MANAGEMENT'S DISCUSSION OF FINANCIAL RESOURCES AND LIQUIDITY

OVERVIEW

This discussion of financial resources and liquidity focuses on the Statement of
Financial Position (page 28) and the Statement of Cash Flows (page 30).

   Throughout the discussion, it is important to understand the differences
between the businesses of GE and GECS. Although manufacturing and services
activities involve a variety of GE businesses, their underlying characteristics
are development, preparation for market and delivery of tangible goods and
services. Risks and rewards are directly related to the ability to manage and
finance those activities.

   The principal businesses of GECS provide financing, asset management,
consumer savings and insurance, and other insurance and services to third
parties. The underlying characteristics of most of these businesses involve the
management of financial risk. Risks and rewards stem from the abilities of its
businesses to continue to design and provide a wide range of services in a
competitive marketplace and to receive adequate compensation for such services.
GECS is not a "captive finance company" or a vehicle for "off-balance-sheet
financing" for GE; a small portion of GECS business is directly related to other
GE operations.

   Despite the different business profiles of GE and GECS, the global commercial
airline industry is one significant example of an important source of business
for both. GE assumes financing positions primarily in support of engine sales,
whereas GECS is a significant source of lease and loan financing for the
industry (see details in note 17). Management believes that these financing
positions are reasonably protected by collateral values and by its ability to
control assets, either by ownership or security interests.

   The fundamental differences between GE and GECS are reflected in the
measurements commonly used by investors, rating agencies and financial analysts.
These differences will become clearer in the discussion that follows with
respect to the more significant items in the financial statements.

YEAR 2000 compliance programs and information systems modifications have been
initiated in an attempt to ensure that these systems and key processes will
remain functional. This objective is expected to be achieved either by modifying
present systems using existing internal and external programming resources or by
installing new systems, including enterprise systems, and by monitoring supplier
and other third-party interfaces. While there can be no assurance that all such
modifications will be successful, management does not expect that either costs
of modifications or consequences of any unsuccessful modifications should have a
material adverse effect on the financial position, results of operations or
liquidity of GE or GECS.

================================================================================
                                 [CHART HERE]
                                       
GE ANNUAL INTERNAL WORKING CAPITAL TURNOVER
- --------------------------------------------------------------------------------
                          1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
                         5.070       5.750       5.560       6.300     7.420
================================================================================


STATEMENT OF FINANCIAL POSITION

INVESTMENT SECURITIES for each of the past two years comprised mainly
investment-grade debt securities held by the specialty insurance and annuity and
investment businesses of GECS in support of obligations to policyholders and
annuitants. GE investment securities were $265 million at year-end 1997, up $248
million over 1996. The increase in 1997 primarily reflected an equity security
acquired as part of the Lockheed Martin transaction discussed previously. The
increase of $10.5 billion at GECS during 1997 was principally related to
acquisitions and increases in fair value as well as investment of premiums
received. A breakdown of the investment securities portfolio is provided in note
10. 

GE CURRENT RECEIVABLES were $9.1 billion at the end of 1997, an increase of
$0.2 billion from year-end 1996, and included $6.1 billion due from customers at
the end of 1997, which was $0.5 billion lower than the amount due at the end of
1996. As a measure of asset management, customer receivables turnover was 7.7 in
1997, compared with 6.8 in 1996. Other current receivables are primarily amounts
that did not originate from sales of GE goods or services, such as advances to
suppliers in connection with large contracts. 

GE INVENTORIEs were $5.1 billion at December 31, 1997, up $0.6 billion from the
end of 1996. Inventory turnover improved to 7.8 in 1997, compared with 7.6 in
1996, reflecting continuing improvements in inventory management. Last-in,
first-out (LIFO) revaluations decreased $119 million in 1997, compared with
decreases of $128 million in 1996 and $87 million in 1995. Included in these
changes were decreases of $59 million, $58 million and $88 million in 1997, 1996
and 1995, respectively, that resulted from lower LIFO inventory levels. There
were net cost decreases in 1997 and 1996, and no cost change in 1995. 


<PAGE>
                                      F-17


ANNUAL REPORT PAGE 41

Customer receivables and inventories (at FIFO) are two key components of GE's
internal working capital measurement. Internal working capital turnover
increased as shown in the chart on the facing page: from 5.6 turns in 1995 to
6.3 and 7.4 turns in 1996 and 1997, respectively. Internal working capital also
includes trade accounts payable and progress collections. 

GECS INVENTORIES were $786 million and $376 million at December 31, 1997 and
1996, respectively. The increase in 1997 primarily reflected acquisitions in the
computer equipment distribution businesses. 

GECS FINANCING RECEIVABLES were $103.8 billion at year-end 1997, net of
allowance for doubtful accounts, up $4.1 billion over 1996. These receivables
are discussed on pages 37 and 38 and in notes 7 and 13. 

GECS OTHER RECEIVABLES were $18.3 billion and $16.0 billion at December 31, 1997
and 1996, respectively. Of the 1997 increase, $1.2 billion was attributable to
acquisitions and the remainder resulted from core growth. 

PROPERTY, PLANT AND EQUIPMENT (including equipment leased to others) was $32.3
billion at December 31, 1997, up $3.5 billion from 1996. GE property, plant and
equipment consists of investments for its own productive use, whereas the
largest element for GECS is in equipment provided to third parties on operating
leases. Details by category of investment can be found in note 15.

   GE total expenditures for new plant and equipment during 1997 totaled $2.2
billion, down $0.2 billion from 1996. Total expenditures for the past five years
were $9.7 billion, of which 38% was investment for growth through new capacity
and product development; 33% was investment in productivity through new
equipment and process improvements; and 29% was investment for such other
purposes as improvement of research and development facilities and safety and
environmental protection.

   GECS additions to equipment leased to others, including business
acquisitions, were $6.8 billion during 1997 ($5.3 billion during 1996),
principally reflecting a shift in auto lease volume from financing leases to
operating leases and increased acquisitions of new aircraft. 

INTANGIBLE ASSETS were $19.1 billion at year-end 1997, up from $16.0 billion at
year-end 1996. GE intangibles increased to $8.8 billion from $7.4 billion at the
end of 1996, principally as a result of goodwill related to the purchase of
Greenwich Air Services/UNC and a number of smaller acquisitions. The $1.7
billion increase in GECS intangibles also related primarily to goodwill from
acquisitions. 

ALL OTHER ASSETS totaled $39.8 billion at year-end 1997, an increase of $5.0
billion from the end of 1996. GE other assets increased $1.6 billion,
principally reflecting consideration received in exchange for GE's investment in
Lockheed Martin preferred stock and an increase in the prepaid pension asset. In
connection with the exchange transaction, a portion of such consideration was
subsequently loaned to Lockheed Martin. The increase in GECS other assets of
$4.0 billion related principally to increases in assets acquired for resale,
primarily residential mortgages, and increased "separate accounts," which are
investments controlled by policyholders and are associated with identical
amounts reported as insurance liabilities. 

INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS were $67.3 billion, $5.9
billion higher than in 1996. The increase was primarily attributable to
acquisitions in 1997 and the increase in separate accounts. For additional
information on these liabilities, see note 20. 

CONSOLIDATED BORROWINGS aggregated $144.7 billion at December 31, 1997, compared
with $129.4 billion at the end of 1996. The major debt-rating agencies evaluate
the financial condition of GE and of GE Capital (the major public borrowing
entity of GECS) differently because of their distinct business characteristics.
Using criteria appropriate to each and considering their combined strength,
those major rating agencies continue to give the highest ratings to debt of both
GE and GE Capital.

   GE has committed to contribute capital to GE Capital in the event of either a
decrease below a specified level in the ratio of GE Capital's earnings to fixed
charges, or a failure to maintain a specified debt-to-equity ratio in the event
certain GE Capital preferred stock is redeemed. GE also has guaranteed
subordinated debt of GECS with a face amount of $1.0 billion at December 31,
1997 and 1996. Management believes the likelihood that GE will be required to
contribute capital under either the commitments or the guarantees is remote.

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

                                 [CHART HERE]

GE CASH FLOWS FROM OPERATING ACTIVITIES
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
                        $5.201      $6.071      $6.065      $9.067    $9.317

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


<PAGE>
                                      F-18


ANNUAL REPORT PAGE 42

   GE total borrowings were $4.4 billion at year-end 1997 ($3.6 billion
short-term, $0.8 billion long-term), an increase of about $0.3 billion from
year-end 1996. GE total debt at the end of 1997 equaled 11.1% of total capital,
down from 11.4% at the end of 1996.

   GECS total borrowings were $141.3 billion at December 31, 1997, of which
$95.3 billion is due in 1998 and $46.0 billion is due in subsequent years.
Comparable amounts at the end of 1996 were $125.6 billion total, $77.9 billion
due within one year and $47.7 billion due thereafter. A large portion of GECS
borrowings ($71.2 billion and $54.2 billion at the end of 1997 and 1996,
respectively) was issued in active commercial paper markets that management
believes will continue to be a reliable source of short-term financing. Most of
this commercial paper was issued by GE Capital. The average remaining terms and
interest rates of GE Capital commercial paper were 44 days and 5.83% at the end
of 1997, compared with 42 days and 5.58% at the end of 1996. GE Capital leverage
(ratio of debt to equity, excluding from equity net unrealized gains on
investment securities) was 7.94 to 1 at the end of 1997 and 7.92 to 1 at the end
of 1996. By comparison, including in equity net unrealized gains on investment
securities, the GE Capital ratio of debt to equity was 7.45 to 1 at the end of
1997 and 7.84 to 1 at the end of 1996.

INTEREST RATE AND CURRENCY RISK MANAGEMENT

In normal operations, both GE and GECS must deal with effects of changes in
interest rates and currency exchange rates. The following discussion presents an
overview of how such changes are managed, a view of their potential effects,
and, finally, what considerations arise from recent developments in Asia.

   GE and GECS use various financial instruments, particularly interest rate and
currency swaps, but also futures, options and currency forwards, to manage their
respective interest rate and currency risks. GE and GECS are exclusively end
users of these instruments, which are commonly referred to as derivatives;
neither GE nor GECS engages in trading, market-making or other speculative
activities in the derivatives markets. Established practices require that
derivative financial instruments relate to specific asset, liability or equity
transactions or to currency exposures. More detailed information about these
financial instruments, as well as the strategies and policies for their use, is
provided in notes 1, 19 and 30.

     The Securities and Exchange Commission requires that registrants include
information about potential effects of changes in interest rates and currency
exchange in their financial statements. Although the rules offer alternatives

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

                                 [CHART HERE]
GE CUMULATIVE CASH FLOWS
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
CASH FLOWS FROM
   OPERATING
   ACTIVITIES           $5.201     $11.272     $17.337     $26.404   $35.721
DIVIDENDS PAID           2.153       4.615       7.385      10.435    13.846
SHARES REPURCHASED       0.707       1.780       4.882       8.148    11.640

================================================================================
for presenting this information, none of the alternatives is without
limitations. The following discussion is based on so-called "shock tests," which
model effects of interest rate and currency shifts on the reporting company.
Shock tests, while probably the most meaningful analysis permitted, are
constrained by several factors, including the necessity to conduct the analysis
based on a single point in time and by their inability to include the
extraordinarily complex market reactions that normally would arise from the
market shifts modeled. While the following results of shock tests for interest
rates and currencies may have some limited use as benchmarks, they should not be
viewed as forecasts.

o    One means of assessing exposure to interest rate changes is a
     duration-based analysis that measures the potential loss in net earnings
     resulting from a hypothetical increase in interest rates of 100 basis
     points across all maturities (sometimes referred to as a "parallel shift in
     the yield curve"). Under this model, it is estimated that, all else
     constant, such an increase, including repricing effects in the securities
     portfolio, would reduce the 1998 net earnings of GECS based on year-end
     1997 positions by approximately $112 million; the pro forma effect for GE
     was insignificant.

o    One means of assessing exposure to changes in currency exchange rates is to
     model effects on reported earnings using a sensitivity analysis. Year-end
     1997 consolidated currency exposures, including financial instruments
     designated and effective as hedges, were analyzed to identify GE and GECS
     assets and liabilities denominated in other than their relevant functional
     currency. Net unhedged exposures in each currency were then remeasured
     assuming a 10% decrease (substantially greater decreases for
     hyperinflationary currencies) in currency exchange rates compared with the
     U.S. dollar. Under this model, it is estimated that, all else constant,
     such a decrease would reduce the 1998 net earnings of GE based on year-end
     1997 positions by approximately $10 million; the pro forma effect for GECS
     was insignificant. 


<PAGE>
                                      F-19


ANNUAL REPORT PAGE 43

Recent economic developments in parts of Asia have altered somewhat the risks
and opportunities of the GE and GECS activities in affected economies. These
activities encompass primarily manufacturing for local and export markets,
import and sale of products produced outside the area, leasing of aircraft,
sourcing for GE plants domiciled in other global regions and providing certain
financial services within those Asian economies. As such, exposure exists to,
among other things, increased receivables delinquencies and potential bad debts,
delays in sales and orders principally related to power and aircraft-related
equipment, and a slowdown in financial services activities. Conversely, costs of
sourced goods may decline and new sourcing opportunities may arise, sales of
products such as plastics to now more-competitive Asian manufacturers of
products destined for export should remain strong and liberalization of
financial regulations opens new opportunities to penetrate Asian financial
services markets. Taken as a whole, while this situation bears close monitoring
and increased management attention, the current situation is not expected to
have a material adverse effect on the financial position, results of operations
or liquidity of GE or GECS in 1998.

STATEMENT OF CASH FLOWS

Because cash management activities of GE and GECS are separate and distinct, it
is more useful to review their cash flows separately.

GE

GE cash and equivalents aggregated $1.2 billion at the end of 1997, an increase
of $0.2 billion from 1996. During 1997, GE generated a record $9.3 billion in
cash from operating activities, an increase of $0.2 billion over 1996,
principally as a result of improvements in earnings, working capital and higher
dividends from GECS. The 1997 cash generation provided most of the resources
needed to repurchase $3.5 billion of GE common stock under the share repurchase
program, to pay $3.4 billion in dividends to share owners, to invest $2.2
billion in new plant and equipment and to make $1.4 billion in acquisitions.

   Operating activities are the principal source of GE's cash flows. Over the
past three years, operating activities have provided more than $24 billion of
cash. The principal application of this cash was distributions of more than $19
billion to share owners, both through payment of dividends ($9.2 billion) and
through the share repurchase program ($9.9 billion) described below. Other
applications included investment in new plant and equipment ($6.4 billion) and
acquisitions ($2.8 billion).

   In December 1997, the GE Board of Directors increased the authorization to
repurchase common stock to $17 billion and authorized the program to continue
through 1999. Funds used for the share repurchase are expected to be generated
largely from free cash flow.

   Based on past performance and current expectations, in combination with the
financial flexibility that comes with a strong balance sheet and the highest
credit ratings, management believes that GE is in a sound position to complete
the share repurchase program, to grow dividends in line with earnings, and to
continue making selective investments for long-term growth. Expenditures for new
plant and equipment are expected to be about $2.0 billion in 1998, principally
for productivity and growth. The expected level of expenditures was moderated by
the Six Sigma quality program's success in freeing capacity.

GECS

One of the primary sources of cash for GECS is financing activities involving
the continued rollover of short-term borrowings and appropriate addition of
borrowings with a reasonable balance of maturities. Over the past three years,
GECS borrowings with maturities of 90 days or less have increased by $20.1
billion. New borrowings of $80.5 billion having maturities longer than 90 days
were added during those years, while $64.5 billion of such longer-term
borrowings were retired. GECS also generated $26.1 billion from continuing
operating activities.

   The principal use of cash by GECS has been investing in assets to grow its
businesses. Of the $55.9 billion that GECS invested over the past three years,
$15.5 billion was used for additions to financing receivables; $16.2 billion was
used to invest in new equipment, principally for lease to others; and $13.6
billion was used for acquisitions of new businesses.

   With the financial flexibility that comes with excellent credit ratings,
management believes that GECS should be well positioned to meet the global needs
of its customers for capital and to continue providing GE share owners with good
returns.

<PAGE>
                                      F-20

ANNUAL REPORT PAGE 44

MANAGEMENT'S DISCUSSION OF SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA summarizes on the opposite page some data frequently
requested about General Electric Company. The data are divided into three
sections: upper portion -- consolidated data; middle portion -- GE data that
reflect various conventional measurements for industrial enterprises; and lower
portion -- GECS data that reflect key information pertinent to financial
services businesses. 

GE'S TOTAL RESEARCH AND DEVELOPMENT expenditures were $1,891 million in 1997,
about the same as in 1996 and 1995. In 1997, expenditures from GE's own funds
were $1,480 million, an increase of 4% over 1996, reflecting continuing research
and development work related to new product, service and process technologies.
Product technology efforts in 1997 included continuing development work on the
next generation of gas turbines, further advances in state-of-the-art diagnostic
imaging technologies, and development of more fuel-efficient, cost-effective
aircraft engine designs. New services technologies include advances in
diagnostic applications, including remote diagnostic capabilities related to
repair and maintenance of medical equipment, aircraft engines, power generation
equipment and locomotives. New process technologies -- vital to Six Sigma
quality programs -- provided improved product quality and performance and
increased capacity for manufacturing engineered materials. Expenditures from
funds provided by customers (mainly the U.S. government) were $411 million in
1997, down $54 million from 1996, primarily reflecting transition of the F414
program at Aircraft Engines from development to production. 

GE'S TOTAL BACKLOG of firm unfilled orders at the end of 1997 was $26.4 billion,
compared with $26.2 billion at the end of 1996. Of the total, $22.0 billion
related to products, about 55% of which was scheduled for delivery in 1998.
Services orders are included in backlog for only the succeeding 12 months; such
backlog at the end of 1997 was $4.4 billion. Orders constituting this backlog
may be canceled or deferred by customers, subject in certain cases to
cancellation penalties. See Industry Segments beginning on page 34 for further
discussion on unfilled orders of relatively long-cycle manufacturing businesses.

REGARDING ENVIRONMENTAL MATTERS, GE's operations, like operations of other
companies engaged in similar businesses, involve the use, disposal and cleanup
of substances regulated under environmental protection laws.

   In 1997, GE expended about $80 million for capital projects related to the
environment. The comparable amount in 1996 was $87 million. These amounts
exclude expenditures for remediation actions, which are principally expensed and
are discussed below. Capital expenditures for environmental purposes have
included pollution control devices -- such as wastewater treatment plants,
groundwater monitoring devices, air strippers or separators, and incinerators --
at new and existing facilities constructed or upgraded in the normal course of
business. Consistent with policies stressing environmental responsibility,
average annual capital expenditures other than for remediation projects are
presently expected to be about $85 million over the next two years. This level
is in line with existing levels for new or expanded programs to build facilities
or modify manufacturing processes to minimize waste and reduce emissions.

   GE also is involved in a sizable number of remediation actions to clean up
hazardous wastes as required by federal and state laws. Such statutes require
that responsible parties fund remediation actions regardless of fault, legality
of original disposal or ownership of a disposal site. Expenditures for site
remediation actions amounted to approximately $84 million in 1997, compared with
$76 million in 1996. It is presently expected that remediation actions will
require average annual expenditures in the range of $80 million to $140 million
over the next two years.

================================================================================
                                 [CHART HERE]
YEAR-END MARKET CAPITALIZATION
- --------------------------------------------------------------------------------
(IN BILLIONS)             1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
                       $89.527     $87.004    $119.989    $162.604  $239.539

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

                                 [CHART HERE]
GE SHARE PRICE ACTIVITY
- --------------------------------------------------------------------------------
(IN DOLLARS)              1993        1994        1995        1996      1997
- --------------------------------------------------------------------------------
HIGH                  $26.7500    $27.4375    $36.5625    $53.0625   76.5627
LOW                    20.1875     22.5000     24.9375     34.7500   47.9375
CLOSE                  26.2500     25.5000     36.0000     49.4375   73.3750

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

<PAGE>
                                      F-21

ANNUAL REPORT PAGE 45

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
(Dollar amounts in millions;                           ---------------------------------------------------------------------------
per-share amounts in dollars)                                 1997            1996            1995           1994            1993
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>            <C>             <C>     
GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
   
   Revenues                                            $    90,840     $    79,179     $    70,028    $    60,109     $    55,701
   Earnings from continuing operations                       8,203           7,280           6,573          5,915           4,184
   Earnings (loss) from discontinued operations               --              --              --           (1,189)            993
   Effect of accounting change                                --              --              --             --              (862)
   Net earnings                                              8,203           7,280           6,573          4,726           4,315
   Dividends declared                                        3,535           3,138           2,838          2,546           2,229
   Earned on average share owners' equity                     25.0%           24.0%           23.5%          18.1%           17.5%
   Per share
     Earnings from continuing operations -- basic      $      2.50     $      2.20     $      1.95    $      1.73     $      1.22
     Earnings (loss) from discontinued operations             --              --              --            (0.35)           0.29
     Effect of accounting change                              --              --              --             --             (0.25)
     Net earnings -- basic                                    2.50            2.20            1.95           1.38            1.26
     Net earnings -- diluted                                  2.46            2.16            1.93           1.37            1.25
     Dividends declared                                       1.08            0.95           0.845          0.745          0.6525
     Stock price range                                     76 9/16-        53 1/16-        36 9/16-       27 7/16-         26 3/4-
                                                          47 15/16          34 3/4        24 15/16         22 1/2         20 3/16
   Total assets of continuing operations                   304,012         272,402         228,035        185,871         166,413
   Long-term borrowings                                     46,603          49,246          51,027         36,979          28,194
   Shares outstanding-- average (in thousands)           3,274,692       3,307,394       3,367,624      3,417,476       3,415,958
   Share owner accounts-- average                          509,000         486,000         460,000        458,000         464,000
   Employees at year end
     United States                                         165,000         155,000         150,000        156,000         157,000
     Other countries                                       111,000          84,000          72,000         60,000          59,000
     Discontinued operations (primarily U.S.)                 --              --              --            5,000           6,000
                                                       ---------------------------------------------------------------------------
     Total employees                                       276,000         239,000         222,000        221,000         222,000
==================================================================================================================================
GE DATA

   Short-term borrowings                               $     3,629     $     2,339     $     1,666    $       906     $     2,391
   Long-term borrowings                                        729           1,710           2,277          2,699           2,413
   Minority interest                                           569             477             434            382             355
   Share owners' equity                                     34,438          31,125          29,609         26,387          25,824
                                                       ---------------------------------------------------------------------------
     Total capital invested                            $    39,365     $    35,651     $    33,986    $    30,374     $    30,983
                                                       ===========================================================================
   Return on average total capital invested                   23.6%           22.2%           21.3%          15.9%           15.2%
   Borrowings as a percentage of total capital
      invested                                                11.1%           11.4%           11.6%          11.9%           15.5%
   Working capital                                     $    (4,881)    $    (2,147)    $       204    $       544     $      (419)
   Additions to property, plant and equipment                2,191           2,389           1,831          1,743           1,588
==================================================================================================================================
GECS DATA

   Revenues                                            $    39,931     $    32,713     $    26,492    $    19,875     $    17,276
   Earnings from continuing operations                       3,256           2,817           2,415          2,085           1,567
   Earnings (loss) from discontinued operations               --              --              --           (1,189)            240
   Net earnings                                              3,256           2,817           2,415            896           1,807
   Share owner's equity                                     17,239          14,276          12,774          9,380          10,809
   Minority interest                                         3,113           2,530           2,522          1,465           1,301
   Borrowings from others                                  141,263         125,621         111,598         91,399          81,052
   Ratio of debt to equity at GE Capital <F1>               7.94:1          7.92:1          7.89:1         7.94:1          7.96:1
   Total assets of GE Capital                          $   228,777     $   200,816     $   160,825    $   130,904     $   117,939
   Reserve coverage on financing receivables                  2.63%           2.63%           2.63%          2.63%           2.63%
   Insurance premiums written                          $     9,396     $     8,185     $     6,158    $     3,962     $     3,956
==================================================================================================================================
<FN>
<F1> Equity excludes net unrealized gains/losses on investment securities.

Discontinued operations reflect the results of Kidder, Peabody, the discontinued
GECS securities broker-dealer, in 1994 and 1993, and the results of discontinued
GE Aerospace businesses in 1993. The 1993 accounting change represents the
adoption of SFAS No. 112, EMPLOYERS' ACCOUNTING FOR POSTEMPLOYMENT BENEFITS.
"GE" means the basis of consolidation as described in note 1 to the consolidated
financial statements; "GECS" means General Electric Capital Services, Inc. and
all of its affiliates and associated companies. Transactions between GE and GECS
have been eliminated from the consolidated information. Share data and per-share
amounts have been adjusted to reflect the 2-for-1 stock split effective on April
28, 1997.
</FN>

</TABLE>
<PAGE>
                                      F-22

ANNUAL REPORT PAGE 46

MANAGEMENT'S DISCUSSION OF FINANCIAL RESPONSIBILITY

The financial data in this report, including the audited financial statements,
have been prepared by management using the best available information and
applying judgment. Accounting principles used in preparing the financial
statements are those that are generally accepted in the United States.

   Management believes that a sound, dynamic system of internal financial
controls that balances benefits and costs provides a vital ingredient for the
Company's Six Sigma quality program as well as the best safeguard for Company
assets. Professional financial managers are responsible for implementing and
overseeing the financial control system, reporting on management's stewardship
of the assets entrusted to it by share owners and maintaining accurate records.

   GE is dedicated to the highest standards of integrity, ethics and social
responsibility. This dedication is reflected in written policy statements
covering, among other subjects, environmental protection, potentially
conflicting outside interests of employees, compliance with antitrust laws,
proper business practices, and adherence to the highest standards of conduct and
practices in transactions with the U.S. government. Management continually
emphasizes to all employees that even the appearance of impropriety can erode
public confidence in the Company. Ongoing education and communication programs
and review activities, such as those conducted by the Company's Policy
Compliance Review Board, are designed to create a strong compliance culture --
one that encourages employees to raise their policy questions and concerns and
that prohibits retribution for doing so.

   KPMG Peat Marwick LLP provide an objective, independent review of
management's discharge of its obligations relating to the fairness of reporting
operating results and financial condition. Their report for 1997 appears below.

   The Audit Committee of the Board (consisting solely of Directors from outside
GE) maintains an ongoing appraisal -- on behalf of share owners -- of the
activities and independence of the Company's independent auditors, the
activities of its internal audit staff, financial reporting process, internal
financial controls and compliance with key Company policies.



John F. Welch, Jr.            Dennis D. Dammerman
Chairman of the Board and     Senior Vice President, Finance, and
Chief Executive Officer       Chief Financial Officer

February 13, 1998


- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

TO SHARE OWNERS AND BOARD OF DIRECTORS OF
GENERAL ELECTRIC COMPANY

We have audited the financial statements of General Electric Company and
consolidated affiliates as listed in Item 14 (a)1 on page 19. In connection with
our audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in Item 14 (a)2 on page 19. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

   In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of General Electric Company and
consolidated affiliates at December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.


KPMG Peat Marwick LLP
Stamford, Connecticut

February 13, 1998


<PAGE>
                                      F-23

ANNUAL REPORT PAGE 47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION. The consolidated financial statements represent the adding
together of all affiliates -- companies that General Electric directly or
indirectly controls. Results of associated companies -- generally companies that
are 20% to 50% owned and over which GE, directly or indirectly, has significant
influence -- are included in the financial statements on a "one-line" basis.

FINANCIAL STATEMENT PRESENTATION. Financial data and related measurements are
presented in the following categories.

o    GE. This represents the adding together of all affiliates other than
     General Electric Capital Services, Inc. (GECS), whose operations are
     presented on a one-line basis.

o    GECS. This affiliate owns all of the common stock of General Electric
     Capital Corporation (GE Capital) and GE Global Insurance Holding
     Corporation (GE Global Insurance). GE Capital, GE Global Insurance and
     their respective affiliates are consolidated in the GECS columns and
     constitute its business.

o    Consolidated. These data represent the adding together of GE and GECS.

The effects of transactions among related companies within and between each of
the above-mentioned groups are eliminated. Transactions between GE and GECS are
not material.

   Certain prior-year amounts have been reclassified to conform to the 1997
presentation.

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts and related disclosures. Actual results could differ
from those estimates.

SALES OF GOODS AND SERVICES. A sale is recorded when title passes to the
customer or when services are performed in accordance with contracts.

GECS REVENUES FROM SERVICES (EARNED INCOME). Income on all loans is recognized
on the interest method. Accrual of interest income is suspended at the earlier
of the time at which collection of an account becomes doubtful or the account
becomes 90 days delinquent. Interest income on impaired loans is recognized
either as cash is collected or on a cost-recovery basis as conditions warrant.

   Financing lease income is recorded on the interest method so as to produce a
level yield on funds not yet recovered. Estimated unguaranteed residual values
of leased assets are based primarily on periodic independent appraisals of the
values of leased assets remaining at expiration of the lease terms.

   Operating lease income is recognized on a straight-line basis over the terms
of underlying leases.

   Origination, commitment and other nonrefundable fees related to fundings are
deferred and recorded in earned income on the interest method. Commitment fees
related to loans not expected to be funded and line-of-credit fees are deferred
and recorded in earned income on a straight-line basis over the period to which
the fees relate. Syndication fees are recorded in earned income at the time
related services are performed unless significant contingencies exist.

   Premium income from insurance activities is discussed under GECS insurance
accounting policies on page 48.

DEPRECIATION AND AMORTIZATION. The cost of most of GE's manufacturing plant and
equipment is depreciated using an accelerated method based primarily on a
sum-of-the-years digits formula.

   The cost of GECS equipment leased to others on operating leases is amortized,
principally on a straight-line basis, to estimated net salvage value over the
lease term or over the estimated economic life of the equipment. Depreciation of
property and equipment used by GECS is recorded on either a sum-of-the-years
digits formula or a straight-line basis over the lives of the assets.

RECOGNITION OF LOSSES ON FINANCING RECEIVABLES AND INVESTMENTS. GECS maintains
an allowance for losses on financing receivables at an amount that it believes
is sufficient to provide adequate protection against future losses in the
portfolio.

   When collateral is repossessed in satisfaction of a loan, the receivable is
written down against the allowance for losses to estimated fair value less costs
to sell, transferred to other assets and subsequently carried at the lower of
cost or estimated fair value less costs to sell. This accounting method has been
employed principally for specialized financing transactions.

CASH AND EQUIVALENTS. Marketable securities with original maturities of three
months or less are included in cash equivalents unless designated as available
for sale and classified as investment securities.

INVESTMENT SECURITIES. Investments in debt and marketable equity securities are
reported at fair value. Substantially all investment securities are designated
as available for sale, with unrealized gains and losses included in equity, net
of applicable taxes and other adjustments. Unrealized losses that are other than
temporary are recognized in earnings. Realized gains and losses are accounted
for on the specific identification method.

<PAGE>
                                      F-24

ANNUAL REPORT PAGE 48

INVENTORIES. All inventories are stated at the lower of cost or realizable
values. Cost for virtually all of GE's U.S. inventories is determined on a
last-in, first-out (LIFO) basis. Cost of other GE inventories is primarily
determined on a first-in, first-out (FIFO) basis.

   GECS inventories consist primarily of finished products held for sale. Cost
is primarily determined on a FIFO basis.

INTANGIBLE ASSETS. Goodwill is amortized over its estimated period of benefit on
a straight-line basis; other intangible assets are amortized on appropriate
bases over their estimated lives. No amortization period exceeds 40 years.
Goodwill in excess of associated expected operating cash flows is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values, depending on the nature
of the asset.

INTEREST RATE AND CURRENCY RISK MANAGEMENT. As a matter of policy, neither GE
nor GECS engages in derivatives trading, market-making or other speculative
activities.

   GE and GECS use swaps primarily to optimize funding costs. To a lesser
degree, and in combination with options and limit contracts, GECS uses swaps to
stabilize cash flows from mortgage-related assets.

   Interest rate and currency swaps that modify borrowings or designated assets,
including swaps associated with forecasted commercial paper renewals, are
accounted for on an accrual basis. Both GE and GECS require all other swaps, as
well as futures, options and currency forwards, to be designated and accounted
for as hedges of specific assets, liabilities or committed transactions;
resulting payments and receipts are recognized contemporaneously with effects of
hedged transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.

   Instruments used as hedges must be effective at reducing the risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in market values of hedge
instruments must be highly correlated with changes in market values of
underlying hedged items both at inception of the hedge and over the life of the
hedge contract. Any instrument designated but ineffective as a hedge is marked
to market and recognized in operations immediately.

GECS INSURANCE ACCOUNTING POLICIES. Accounting policies for GECS insurance
businesses follow.

PREMIUM INCOME. Insurance premiums are reported as earned income as follows:

o    For short-duration insurance contracts (including property and casualty,
     accident and health, and financial guaranty insurance), premiums are
     reported as earned income, generally on a pro rata basis, over the terms of
     the related agreements. For retrospectively rated reinsurance contracts,
     premium adjustments are recorded based on estimated losses and loss
     expenses, taking into consideration both case and incurred-but-not-reported
     reserves.

o    For traditional long-duration insurance contracts (including term and whole
     life contracts and annuities payable for the life of the annuitant),
     premiums are reported as earned income when due.

o    For investment contracts and universal life contracts, premiums received
     are reported as liabilities, not as revenues. Universal life contracts are
     long-duration insurance contracts with terms that are not fixed and
     guaranteed; for these contracts, revenues are recognized for assessments
     against the policyholder's account, mostly for mortality, contract
     initiation, administration and surrender. Investment contracts are
     contracts that have neither significant mortality nor significant morbidity
     risk, including annuities payable for a determined period; for these
     contracts, revenues are recognized on the associated investments and
     amounts credited to policyholder accounts are charged to expense.

DEFERRED POLICY ACQUISITION COSTS. Costs that vary with and are primarily
related to the acquisition of new and renewal insurance and investment contracts
are deferred and amortized over the respective policy terms.

o    For short-duration insurance contracts, these costs are amortized pro rata
     over the contract periods in which the related premiums are earned.

o    For traditional long-duration insurance contracts, these costs are
     amortized over the respective contract periods in proportion to either
     anticipated premium income or, in the case of limited-payment contracts,
     estimated benefit payments.

o    For investment contracts and universal life contracts, these costs are
     amortized on the basis of anticipated gross profits.

Periodically, deferred policy acquisition costs are reviewed for recoverability;
anticipated investment income is considered in making recoverability
evaluations.

PRESENT VALUE OF FUTURE PROFITS. The actuarially determined present value of
anticipated net cash flows to be realized from insurance, annuity and investment
contracts in force at the date of acquisition of life insurance enterprises is
recorded as the present value of future profits (PVFP). PVFP is amortized over
the respective policy terms in a manner similar to deferred policy acquisition
costs; unamortized balances are adjusted to reflect experience and impairment,
if any.


<PAGE>
                                      F-25

ANNUAL REPORT PAGE 49

2    GE OTHER INCOME

                                                 -------------------------------
(In millions)                                      1997        1996         1995
- --------------------------------------------------------------------------------
Royalty and technical agreements                 $  405      $  391       $  453
Associated companies                                 50          50          111
Marketable securities and
   bank deposits                                     78          72           70
Customer financing                                   26          29           26
Other investments
   Dividends                                         62          79           62
   Interest                                           1          18           18
Other items                                       1,685         (10)          13
                                                 -------------------------------
                                                 $2,307      $  629       $  753
================================================================================

   Included in the "Other items" caption is a gain of $1,538 million related to
a tax-free exchange between GE and Lockheed Martin Corporation (Lockheed Martin)
in the fourth quarter of 1997. In exchange for its investment in Lockheed Martin
Series A preferred stock, GE acquired a Lockheed Martin subsidiary containing
two businesses, an equity interest and cash to the extent necessary to equalize
the value of the exchange, a portion of which was subsequently loaned to
Lockheed Martin.

       3 GECS REVENUES FROM SERVICES

                                               ---------------------------------
(In millions)                                     1997         1996         1995
- --------------------------------------------------------------------------------
Time sales, loan and
   other income                                $12,211      $11,310      $ 9,995
Operating lease rentals                          4,819        4,341        4,080
Financing leases                                 3,499        3,485        3,176
Investment income                                5,512        3,506        2,542
Premium and commission
   income of insurance affiliates                9,268        8,145        6,232
                                               ---------------------------------
                                               $35,309      $30,787      $26,025
================================================================================

4    SUPPLEMENTAL COST DETAILS

Total expenditures for research and development were $1,891 million, $1,886
million and $1,892 million in 1997, 1996 and 1995, respectively. The
Company-funded portion aggregated $1,480 million in 1997, $1,421 million in 1996
and $1,299 million in 1995.

   Rental expense under operating leases is shown below.

                                              ----------------------------------
(In millions)                                 1997           1996           1995
- --------------------------------------------------------------------------------
GE                                            $536           $512           $523
GECS                                           734            547            524
- --------------------------------------------------------------------------------

   At December 31, 1997, minimum rental commitments under noncancelable
operating leases aggregated $2,368 million and $5,097 million for GE and GECS,
respectively. Amounts payable over the next five years are shown below.

                                ------------------------------------------------
(In millions)                   1998       1999       2000       2001       2002
- --------------------------------------------------------------------------------
GE                              $433       $360       $260       $213       $166
GECS                             652        574        512        487        452
- --------------------------------------------------------------------------------

   GE's selling, general and administrative expense totaled $7,476 million in
1997, $6,274 million in 1996 and $5,743 million in 1995. Insignificant amounts
of interest were capitalized by GE and GECS in 1997, 1996 and 1995.

5    PENSION BENEFITS

GE and its affiliates sponsor a number of pension plans. Principal pension plans
are discussed below; other pension plans are not significant individually or in
the aggregate.

PRINCIPAL PENSION PLANS are the GE Pension Plan and the GE Supplementary Pension
Plan.

   The GE Pension Plan covers substantially all GE employees in the United
States as well as approximately two-thirds of such GECS employees. Generally,
benefits are based on the greater of a formula recognizing career earnings or a
formula recognizing length of service and final average earnings. Benefit
provisions are subject to collective bargaining. At the end of 1997, the GE
Pension Plan covered approximately 466,000 participants, including 132,000
employees, 148,000 former employees with vested rights to future benefits, and
186,000 retirees and beneficiaries receiving benefits.

   The GE Supplementary Pension Plan is an unfunded plan providing supplementary
retirement benefits primarily to higher-level, longer-service U.S. employees.

   Details of income for principal pension plans follow.

- --------------------------------------------------------------------------------
PENSION PLAN INCOME
                                                --------------------------------
(In millions)                                      1997        1996        1995
- --------------------------------------------------------------------------------
Actual return on plan assets                    $ 6,587     $ 4,916     $ 5,439
Unrecognized portion of return                   (3,866)     (2,329)     (3,087)
Service cost for benefits earned (a)               (596)       (550)       (469)
Interest cost on benefit obligation              (1,686)     (1,593)     (1,580)
Amortization                                        304         265         394
Special early retirement cost                      (412)       --          --
                                                --------------------------------
Total pension plan income                       $   331     $   709     $   697
================================================================================
(a) Net of employee contributions.
- --------------------------------------------------------------------------------

   Actual return on trust assets in 1997 was 19.8%, compared with the 9.5%
assumed return on such assets. The effect of this higher return will be
recognized in future years.


<PAGE>
                                      F-26


ANNUAL REPORT PAGE 50

FUNDING POLICY for the GE Pension Plan is to contribute amounts sufficient to
meet minimum funding requirements as set forth in employee benefit and tax laws
plus such additional amounts as GE may determine to be appropriate. GE has not
made contributions since 1987 because the fully funded status of the GE Pension
Plan precludes current tax deduction and because any Company contribution would
require payment of annual excise taxes.

- --------------------------------------------------------------------------------
FUNDED STATUS OF PENSION PLANS
                                                         -----------------------
December 31 (In millions)                                   1997            1996
- --------------------------------------------------------------------------------
Market-related value of assets                           $32,638         $29,402
Projected benefit obligation                              25,874          23,251
- --------------------------------------------------------------------------------

   The market-related value of pension assets recognizes market appreciation or
depreciation in the portfolio over five years, a method that reduces the
short-term impact of market fluctuations.

   Plan assets are held in trust and consist mainly of common stock and
fixed-income investments. GE common stock represented about 6% and 5% of trust
assets at year-end 1997 and 1996, respectively.

   An analysis of amounts shown in the Statement of Financial Position is
presented below.

- --------------------------------------------------------------------------------
PREPAID PENSION ASSET
                                                       -------------------------
December 31 (In millions)                                  1997            1996
- --------------------------------------------------------------------------------
Current value of trust assets                          $ 38,742        $ 33,686
Add (deduct) unamortized balances
   SFAS No. 87 transition gain                             (462)           (615)
   Experience gains                                      (7,538)         (5,357)
   Plan amendments                                        1,003           1,012
Projected benefit obligation                            (25,874)        (23,251)
Pension liability                                           703             637
                                                       -------------------------
PREPAID PENSION ASSET                                  $  6,574        $  6,112
================================================================================

   The accumulated benefit obligation was $24,675 million and $22,176 million at
year-end 1997 and 1996, respectively; the vested benefit obligation was
approximately equal to the accumulated benefit obligation at the end of both
years.

ACTUARIAL ASSUMPTIONS AND TECHNIQUES used to determine costs and benefit
obligations for principal pension plans follow.

- --------------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
                                                           ---------------------
December 31                                                1997            1996
- --------------------------------------------------------------------------------
Discount rate                                               7.0%            7.5%
Compensation increases                                      4.5             4.5
Return on assets for the year                               9.5             9.5
- --------------------------------------------------------------------------------

   Experience gains and losses, as well as the effects of changes in actuarial
assumptions and plan provisions, are amortized over employees' average future
service period.

6    RETIREE HEALTH AND LIFE BENEFITS

GE and its affiliates sponsor a number of retiree health and life insurance
benefit plans. Principal retiree benefit plans are discussed below; other such
plans are not significant individually or in the aggregate.

PRINCIPAL RETIREE BENEFIT PLANS generally provide health and life insurance
benefits to employees who retire under the GE Pension Plan with 10 or more years
of service. Retirees share in the cost of their health care benefits. Benefit
provisions are subject to collective bargaining. At the end of 1997, these plans
covered approximately 250,000 retirees and dependents.

   Details of cost for principal retiree benefit plans follow.

- --------------------------------------------------------------------------------
COST OF RETIREE BENEFIT PLANS
                                                  ------------------------------
(In millions)                                      1997        1996        1995
- --------------------------------------------------------------------------------
RETIREE HEALTH PLANS
Service cost for benefits earned                  $  90       $  77       $  73
Interest cost on benefit obligation                 183         166         189
Amortization                                         13        --           (12)
Special early retirement cost                       152        --          --
                                                  ------------------------------
Retiree health plan cost                            438         243         250
                                                  ------------------------------
RETIREE LIFE PLANS
Service cost for benefits earned                     17          16          13
Interest cost on benefit obligation                 116         106         108
Actual return on plan assets                       (343)       (225)       (329)
Unrecognized portion of return                      206          93         206
Amortization                                          8          12           1
Special early retirement cost                        13        --          --
                                                  ------------------------------
Retiree life plan cost (income)                      17           2          (1)
                                                  ------------------------------
TOTAL COST                                        $ 455       $ 245       $ 249
================================================================================

FUNDING POLICY for retiree health benefits is generally to pay covered expenses
as they are incurred. GE funds retiree life insurance benefits at its discretion
and within limits imposed by tax laws.

- --------------------------------------------------------------------------------
FUNDED STATUS OF RETIREE BENEFIT PLANS
                                                           ---------------------
December 31 (In millions)                                    1997           1996
- --------------------------------------------------------------------------------
Market-related value of assets                             $1,621         $1,487
Accumulated postretirement
   benefit obligation                                       4,775          3,954
- --------------------------------------------------------------------------------

   The market-related value of assets of retiree life plans recognizes market
appreciation or depreciation in the portfolio over five years, a method that
reduces the short-term impact of market fluctuations.

   Plan assets are held in trust and consist mainly of common stock and
fixed-income investments. GE common stock represented about 4% and 3% of trust
assets at year-end 1997 and 1996, respectively.


<PAGE>
                                      F-27


ANNUAL REPORT PAGE 51

   An analysis of amounts shown in the Statement of Financial Position is
presented below.

- --------------------------------------------------------------------------------
RETIREE BENEFIT LIABILITY/ASSET         Health plans              Life plans
                                   --------------------    ---------------------
December 31 (In millions)              1997        1996        1997        1996
- --------------------------------------------------------------------------------
Accumulated
   postretirement
   benefit obligation
     Retirees and
       dependents                   $ 2,445     $ 1,889     $ 1,417     $ 1,305
     Employees
       eligible to retire               104          86          45          45
     Other employees                    549         440         215         189
                                   --------------------    ---------------------
                                      3,098       2,415       1,677       1,539
Add (deduct)
   unamortized
   balances
     Experience
       (losses) gains                  (423)       (195)        127         (41)
     Plan amendments                   (171)        157          55         109
Current value of
   trust assets                        --          --        (1,917)     (1,682)
                                   --------------------    ---------------------
RETIREE BENEFIT LIABILITY
   (PREPAID ASSET)                  $ 2,504     $ 2,377     $   (58)    $   (75)
================================================================================
 
ACTUARIAL ASSUMPTIONS AND TECHNIQUES used to determine costs and benefit
obligations for principal retiree benefit plans are shown below.

- --------------------------------------------------------------------------------
ACTUARIAL ASSUMPTIONS
                                                           ---------------------
December 31                                                1997            1996
- --------------------------------------------------------------------------------
Discount rate                                               7.0%            7.5%
Compensation increases                                      4.5             4.5
Health care cost trend (a)                                  7.8             8.0
Return on assets for the year                               9.5             9.5
- --------------------------------------------------------------------------------
(a) Gradually declining to 5.0% after 2002.
- --------------------------------------------------------------------------------

   Increasing the health care cost trend rates by one percentage point would not
have had a material effect on the December 31, 1997, accumulated postretirement
benefit obligation or the annual cost of retiree health plans.

   Experience gains and losses, as well as the effects of changes in actuarial
assumptions and plan provisions, are amortized over employees' average future
service period.

7    GECS ALLOWANCE FOR LOSSES ON FINANCING RECEIVABLES

The allowance for losses on small-balance receivables is determined principally
on the basis of actual experience during the preceding three years. Further
allowances are provided to reflect management's judgment of additional loss
potential. For other receivables, principally the larger loans and leases, the
allowance for losses is determined primarily on the basis of management's
judgment of net loss potential, including specific allowances for known troubled
accounts. The table below shows the activity in the allowance for losses on
financing receivables during each of the past three years.

                                              ----------------------------------
(In millions)                                    1997         1996         1995
- --------------------------------------------------------------------------------
Balance at January 1                          $ 2,693      $ 2,519      $ 2,062
Provisions charged to operations                1,421        1,033        1,117
Net transfers primarily related to
   companies acquired or sold                     127          139          217
Amounts written off-- net                      (1,439)        (998)        (877)
                                              ----------------------------------
Balance at December 31                        $ 2,802      $ 2,693      $ 2,519
================================================================================

   All accounts or portions thereof deemed to be uncollectible or to require an
excessive collection cost are written off to the allowance for losses.
Small-balance accounts generally are written off when 6 to 12 months delinquent,
although any balance judged to be uncollectible, such as an account in
bankruptcy, is written down immediately to estimated realizable value.
Large-balance accounts are reviewed at least quarterly, and those accounts with
amounts that are judged to be uncollectible are written down to estimated
realizable value.

8    PROVISION FOR INCOME TAXES

                                              ----------------------------------
(In millions)                                    1997          1996         1995
- --------------------------------------------------------------------------------
GE
Estimated amounts payable                     $ 2,332       $ 2,235      $ 1,696
Deferred tax expense (benefit)
   from temporary differences                    (522)           60          363
                                              ----------------------------------
                                                1,810         2,295        2,059
                                              ----------------------------------
GECS
Estimated amounts payable                         368           164          434
Deferred tax expense from
   temporary differences                          798         1,067          671
                                              ----------------------------------
                                                1,166         1,231        1,105
                                              ----------------------------------
CONSOLIDATED
Estimated amounts payable                       2,700         2,399        2,130
Deferred tax expense from
   temporary differences                          276         1,127        1,034
                                              ----------------------------------
                                              $ 2,976       $ 3,526      $ 3,164
================================================================================

   GE includes GECS in filing a consolidated U.S. federal income tax return. The
GECS provision for estimated taxes payable includes its effect on the
consolidated return.


<PAGE>
                                      F-28


ANNUAL REPORT PAGE 52

   Estimated consolidated amounts payable includes amounts applicable to
non-U.S. jurisdictions of $1,298 million, $1,204 million and $721 million in
1997, 1996 and 1995, respectively.

   Deferred income tax balances reflect the impact of temporary differences
between the carrying amounts of assets and liabilities and their tax bases and
are stated at enacted tax rates expected to be in effect when taxes are actually
paid or recovered. See note 22 for details.

   Except for certain earnings that GE intends to reinvest indefinitely,
provision has been made for the estimated U.S. federal income tax liabilities
applicable to undistributed earnings of affiliates and associated companies.

   Consolidated U.S. income before taxes was $8.2 billion in 1997, $8.0 billion
in 1996 and $7.6 billion in 1995. The corresponding amounts for non-U.S.-based
operations were $3.0 billion in 1997, $2.8 billion in 1996 and $2.1 billion in
1995.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
RECONCILIATION OF U.S. FEDERAL                  Consolidated                        GE                             GECS
STATUTORY TAX RATE TO ACTUAL RATE         ------------------------      ------------------------      -------------------------
                                          1997      1996      1995      1997      1996      1995      1997      1996      1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>  
Statutory U.S. federal income
   tax rate                               35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%     35.0%
                                          ------------------------      -------------------------     -------------------------
Increase (reduction) in rate
   resulting from:
   Inclusion of after-tax earnings
     of GECS in before-tax
     earnings of GE                        --        --        --      (11.4)    (10.3)     (9.8)      --        --        --
   Lockheed Martin exchange (note 2)      (4.8)      --        --       (5.4)      --        --        --        --        --
   Amortization of goodwill                1.1       1.1       1.1       0.8       0.8       0.8       1.1       1.2       1.1
   Tax-exempt income                      (1.9)     (2.0)     (2.1)      --        --        --       (4.9)     (5.4)     (5.8)
   Foreign Sales Corporation
     tax benefits                         (1.0)     (0.7)     (0.9)     (0.9)     (0.6)     (1.1)     (0.5)     (0.3)      --
   Dividends received, not fully
     taxable                              (0.5)     (0.6)     (0.5)     (0.2)     (0.2)     (0.2)     (0.9)     (1.1)     (0.8)
   All other -- net                       (1.3)     (0.2)     (0.1)      0.2      (0.7)     (0.8)     (3.4)      1.0       1.9
                                          ------------------------      -------------------------     -------------------------
                                          (8.4)     (2.4)     (2.5)    (16.9)    (11.0)    (11.1)     (8.6)     (4.6)     (3.6)
                                          ------------------------      -------------------------     -------------------------
Actual income tax rate                    26.6%     32.6%     32.5%     18.1%     24.0%     23.9%     26.4%     30.4%     31.4%
===============================================================================================================================
</TABLE>

9    EARNINGS PER SHARE INFORMATION

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                         1997              1996              1995
(Dollar amounts and shares in millions;            ---------------   ----------------  ----------------
per-share amounts in dollars)                      Basic  Diluted     Basic   Diluted   Basic   Diluted
- -------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>      <C>      <C>      <C>      <C>  
CONSOLIDATED OPERATIONS 
Net earnings available to common share owners      $8,203   $8,203   $7,280   $7,280   $6,573   $6,573
Dividend equivalents -- net of tax                   --         10     --          9     --          9
                                                   ---------------   ----------------  ----------------
Net earnings available for per-share calculation   $8,203   $8,213   $7,280   $7,289   $6,573   $6,582
                                                   ---------------   ----------------  ----------------
AVERAGE EQUIVALENT SHARES
Shares of GE common stock outstanding               3,275    3,275    3,307    3,307    3,368    3,368
Employee compensation-related shares,
   including stock options                           --         70     --         64     --         46
                                                   ---------------   ----------------  ----------------
Total average equivalent shares                     3,275    3,345    3,307    3,371    3,368    3,414
                                                   ---------------   ----------------  ----------------
Net earnings per share                             $ 2.50   $ 2.46   $ 2.20   $ 2.16   $ 1.95   $ 1.93
=======================================================================================================
<FN>
Share data and per-share amounts have been adjusted for the 2-for-1 stock split effective on 
April 28, 1997.
- -------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

10   INVESTMENT SECURITIES

GE held equity securities with an estimated fair value of $265 million
(amortized cost of $257 million) and $17 million (amortized cost of $17 million)
at December 31, 1997 and 1996, respectively. Gross unrealized gains and losses
at December 31, 1997 were $13 million and $5 million, respectively. There were
no unrealized gains or losses at December 31, 1996.

   An analysis of GECS investment securities follows on the next page.

<PAGE>
                                      F-29

ANNUAL REPORT PAGE 53

- --------------------------------------------------------------------------------
GECS INVESTMENT SECURITIES
                                                 Gross        Gross
                                Amortized   unrealized   unrealized    Estimated
(In millions)                        cost        gains       losses   fair value
- --------------------------------------------------------------------------------
DECEMBER 31, 1997                          
Debt securities                            
   U.S. corporate               $ 24,580      $  1,028     $    (53)    $ 25,555
   State and municipal            10,780           636           (2)      11,414
   Mortgage-backed                12,074           341          (30)      12,385
   Corporate --                            
     non-U.S                       7,683           310          (12)       7,981
   Government --                           
     non-U.S                       3,714           150           (3)       3,861
   U.S. government and                     
     federal agency                2,413           103           (4)       2,512
Equity securities                  5,414         1,336         (102)       6,648
                                ------------------------------------------------
                                $ 66,658      $  3,904     $   (206)    $ 70,356
================================================================================
DECEMBER 31, 1996                          
Debt securities                            
   U.S. corporate               $ 22,080      $    308     $   (641)    $ 21,747
   State and municipal            10,232           399          (34)      10,597
   Mortgage-backed                11,072           297         (108)      11,261
   Corporate --                            
     non-U.S                       5,587           142          (13)       5,716
   Government --                           
     non-U.S                       3,347            99           (2)       3,444
   U.S. government and                     
     federal agency                2,340            34           (7)       2,367
Equity securities                  4,117           677          (54)       4,740
                                ------------------------------------------------
                                $ 58,775      $  1,956     $   (859)    $ 59,872
================================================================================

     The majority of mortgage-backed securities shown in the table above are
collateralized by U.S. residential mortgages.

   At December 31, 1997, contractual maturities of debt securities, other than
mortgage-backed securities, were as follows:

- --------------------------------------------------------------------------------
GECS CONTRACTUAL MATURITIES OF DEBT SECURITIES
(EXCLUDING MORTGAGE-BACKED SECURITIES)
                                                   -----------------------------
                                                   Amortized           Estimated
(In millions)                                           cost          fair value
- --------------------------------------------------------------------------------
Due in
   1998                                              $ 2,570             $ 2,583
   1999-2002                                          13,329              13,653
   2003-2007                                          12,881              13,406
   2008 and later                                     20,390              21,681
- --------------------------------------------------------------------------------

   It is expected that actual maturities will differ from contractual maturities
because borrowers have the right to call or prepay certain obligations,
sometimes without call or prepayment penalties. Proceeds from sales of
investment securities in 1997 were $14,728 million ($11,868 million in 1996 and
$11,017 million in 1995). Gross realized gains were $1,018 million in 1997 ($638
million in 1996 and $503 million in 1995). Gross realized losses were $173
million in 1997 ($190 million in 1996 and $157 million in 1995).

11   GE CURRENT RECEIVABLES

                                                       -------------------------
December 31 (In millions)                                 1997             1996
- --------------------------------------------------------------------------------
Aircraft Engines                                       $ 2,118          $ 1,389
Appliances                                                 479              713
Broadcasting                                               362              698
Industrial Products and Systems                          1,638            1,574
Materials                                                1,037            1,068
Power Generation                                         2,206            2,463
Technical Products and Services                            787              698
All Other                                                  131               86
Corporate                                                  534              377
                                                       -------------------------
                                                         9,292            9,066
Less allowance for losses                                 (238)            (240)
                                                       -------------------------
                                                       $ 9,054          $ 8,826
================================================================================

   Receivables balances at December 31, 1997 and 1996, before allowance for
losses, included $6,125 million and $6,629 million, respectively, from sales of
goods and services to customers, and $285 million and $290 million,
respectively, from transactions with associated companies.

   Current receivables of $303 million at year-end 1997 and $326 million at
year-end 1996 arose from sales, principally of aircraft engine goods and
services, on open account to various agencies of the U.S. government, which is
GE's largest single customer. About 4% of GE's sales of goods and services were
to the U.S. government in 1997 (about 5% in 1996 and 1995).

12   INVENTORIES

                                                        ------------------------
December 31 (In millions)                                  1997            1996
- --------------------------------------------------------------------------------
GE
Raw materials and work in process                       $ 3,070         $ 3,028
Finished goods                                            2,895           2,404
Unbilled shipments                                          242             258
                                                        ------------------------
                                                          6,207           5,690
Less revaluation to LIFO                                 (1,098)         (1,217)
                                                        ------------------------
                                                          5,109           4,473
                                                        ------------------------
GECS
Finished goods                                              786             376
                                                        ------------------------
                                                        $ 5,895         $ 4,849
================================================================================

   LIFO revaluations decreased $119 million in 1997, compared with decreases of
$128 million in 1996 and $87 million in 1995. Included in these changes were
decreases of $59 million, $58 million and $88 million in 1997, 1996 and 1995,
respectively, that resulted from lower LIFO inventory levels. There were net
cost decreases in 1997 and 1996, and no cost change in 1995. As of December 31,
1997, GE is obligated to acquire certain raw materials at market prices through
the year 2003 under various take-or-pay or similar arrangements. Annual minimum
commitments under these arrangements are insignificant.


<PAGE>
                                      F-30


ANNUAL REPORT PAGE 54

13   GECS FINANCING RECEIVABLES (INVESTMENTS IN TIME SALES, LOANS AND FINANCING
     LEASES)

                                                     ---------------------------
December 31 (In millions)                                 1997             1996
- --------------------------------------------------------------------------------
TIME SALES AND LOANS
Consumer services                                    $  42,270        $  40,479
Specialized financing                                   13,974           14,832
Mid-market financing                                    11,401            9,978
Equipment management                                       469              448
Specialty insurance                                        202              339
                                                     ---------------------------
                                                        68,316           66,076
Deferred income                                         (3,484)          (3,244)
                                                     ---------------------------
   Time sales and loans-- net                           64,832           62,832
                                                     ---------------------------
INVESTMENT IN FINANCING LEASES
Direct financing leases                                 38,616           36,576
Leveraged leases                                         3,153            2,999
                                                     ---------------------------
   Investment in financing leases                       41,769           39,575
                                                     ---------------------------
                                                       106,601          102,407
Less allowance for losses                               (2,802)          (2,693)
                                                     ---------------------------
                                                     $ 103,799        $  99,714
================================================================================

   Time sales and loans represents transactions in a variety of forms, including
time sales, revolving charge and credit, mortgages, installment loans,
intermediate-term loans and revolving loans secured by business assets. The
portfolio includes time sales and loans carried at the principal amount on which
finance charges are billed periodically, and time sales and loans carried at
gross book value, which includes finance charges. At year-end 1997 and 1996,
specialized financing and consumer services loans included $10,503 million and
$12,075 million, respectively, for commercial real estate loans. Note 17
contains information on airline loans and leases.

   At December 31, 1997, contractual maturities for time sales and loans were
$28,983 million in 1998; $12,792 million in 1999; $7,967 million in 2000; $5,156
million in 2001; $3,985 million in 2002; and $9,433 million thereafter --
aggregating $68,316 million. Experience has shown that a substantial portion of
receivables will be paid prior to contractual maturity. Accordingly, the
maturities of time sales and loans are not to be regarded as forecasts of future
cash collections.

   Investment in financing leases consists of direct financing and leveraged
leases of aircraft, railroad rolling stock, autos, other transportation
equipment, data processing equipment and medical equipment, as well as other
manufacturing, power generation, mining and commercial equipment and facilities.

   As the sole owner of assets under direct financing leases and as the equity
participant in leveraged leases, GECS is taxed on total lease payments received
and is entitled to tax deductions based on the cost of leased assets and tax
deductions for interest paid to third-party participants. GECS generally is
entitled to any residual value of leased assets.

   Investment in direct financing and leveraged leases represents unpaid rentals
and estimated unguaranteed residual values of leased equipment, less related
deferred income. GECS has no general obligation for principal and interest on
notes and other instruments representing third-party participation related to
leveraged leases; such notes and other instruments have not been included in
liabilities but have been offset against the related rentals receivable. GECS'
share of rentals receivable on leveraged leases is subordinate to the share of
other participants who also have security interests in the leased equipment.

   At December 31, 1997, contractual maturities for net rentals receivable under
financing leases were $12,820 million in 1998; $10,616 million in 1999; $8,395
million in 2000; $3,871 million in 2001; $2,371 million in 2002; and $8,373
million thereafter -- aggregating $46,446 million. As with time sales and loans,
experience has shown that a portion of these receivables will be paid prior to
contractual maturity, and these amounts should not be regarded as forecasts of
future cash flows.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT IN FINANCING LEASES
                                                              Total financing leases  Direct financing leases     Leveraged leases
                                                              ----------------------  -----------------------     ----------------
December 31 (In millions)                                         1997        1996        1997        1996        1997        1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>         <C>         <C>         <C>         <C>     
Total minimum lease payments receivable                       $ 58,543    $ 54,009    $ 42,901    $ 40,555    $ 15,642    $ 13,454
Less principal and interest on third-party nonrecourse debt    (12,097)    (10,213)       --          --       (12,097)    (10,213)
                                                              --------------------    --------------------    --------------------
   Net rentals receivable                                       46,446      43,796      42,901      40,555       3,545       3,241
Estimated unguaranteed residual value of leased assets           5,591       6,248       4,244       4,906       1,347       1,342
Less deferred income                                           (10,268)    (10,469)     (8,529)     (8,885)     (1,739)     (1,584)
                                                              --------------------    --------------------    --------------------
INVESTMENT IN FINANCING LEASES (as shown above)                 41,769      39,575      38,616      36,576       3,153       2,999
Less amounts to arrive at net investment
   Allowance for losses                                           (656)       (720)       (575)       (641)        (81)        (79)
   Deferred taxes arising from financing leases                 (7,909)     (7,488)     (4,671)     (4,077)     (3,238)     (3,411)
                                                              --------------------    --------------------    --------------------
NET INVESTMENT IN FINANCING LEASES                            $ 33,204    $ 31,367    $ 33,370    $ 31,858    $   (166)   $   (491)
====================================================================================================================================
</TABLE>

<PAGE>
                                      F-31

ANNUAL REPORT PAGE 55

   GECS has a noncontrolling investment in the common stock of Montgomery Ward
Holding Corp. (MWHC), which together with its wholly owned subsidiary,
Montgomery Ward & Co., Incorporated (MWC), is engaged in retail merchandising
and direct response marketing, the latter conducted primarily through Signature
Financial/Marketing Inc. (Signature), which markets consumer club and insurance
products. On July 7, 1997, MWHC, MWC and certain of their affiliates (excluding
Signature) filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code. As a result, inventory financing loans to MWHC and affiliates became
"impaired" loans (as defined below) because, due to the automatic stay in
bankruptcy, GECS is not receiving current interest payment on its loans and, in
management's judgment, it is therefore probable that GECS will be unable to
collect all amounts due according to original contractual terms of the loan
agreements. The total amount of such loans was $617 million at December 31,
1997. The nonearning and reduced-earning receivable balances and the impaired
loan balances discussed below exclude amounts related to MWHC and affiliates.

   Nonearning consumer receivables were $1,049 million and $926 million at
December 31, 1997 and 1996, respectively, a substantial amount of which were
U.S. private-label credit card loans subject to various loss-sharing agreements
that provide full or partial recourse to the originating retailer. Nonearning
and reduced-earning receivables other than consumer receivables were $353
million and $471 million at year-end 1997 and 1996, respectively.

   "Impaired" loans are defined by generally accepted accounting principles as
loans for which it is probable that the lender will be unable to collect all
amounts due according to original contractual terms of the loan agreement. That
definition excludes, among other things, leases or large groups of
smaller-balance homogenous loans and therefore applies principally to GECS
commercial loans.

   Under these principles, GECS has two types of "impaired" loans as of December
31, 1997 and 1996: loans requiring allowances for losses ($339 million and $583
million, respectively); and loans expected to be fully recoverable because the
carrying amount has been reduced previously through charge-offs or deferral of
income recognition ($167 million and $187 million, respectively) -- allowances
for losses on these loans were $170 million and $222 million, respectively.
Average investment in these loans during 1997 and 1996 was $647 million and $842
million, respectively, before allowance for losses; interest income earned,
principally on the cash basis, while they were considered impaired was $32
million and $30 million in 1997 and 1996, respectively.


14   OTHER GECS RECEIVABLES

This account includes reinsurance recoverables of $5,027 million and $4,403
million and insurance-related receivables of $4,932 million and $4,833 million
at year-end 1997 and 1996, respectively. Premium receivables, funds on deposit
with reinsurers and policy loans are included in insurance-related receivables.
Also in "Other GECS receivables" are trade receivables, accrued investment
income, operating lease receivables and a variety of sundry items.

15   PROPERTY, PLANT AND EQUIPMENT (INCLUDING EQUIPMENT LEASED TO OTHERS)

                                                          ----------------------
December 31 (In millions)                                    1997           1996
- --------------------------------------------------------------------------------
ORIGINAL COST
   GE
   Land and improvements                                  $   459        $   476
   Buildings, structures and related equipment              6,375          6,315
   Machinery and equipment                                 18,376         17,824
   Leasehold costs and manufacturing 
      plant under construction                              1,621          1,308
   Other                                                       24             27
                                                          ----------------------
                                                           26,855         25,950
                                                          ----------------------
   GECS
   Buildings and equipment                                  3,987          3,075
   Equipment leased to others
     Vehicles                                               9,144          6,789
     Aircraft                                               7,686          6,647
     Marine shipping containers                             2,774          3,053
     Railroad rolling stock                                 2,367          2,093
     Other                                                  2,844          3,177
                                                          ----------------------
                                                           28,802         24,834
                                                          ----------------------
                                                          $55,657        $50,784
                                                          ======================
ACCUMULATED DEPRECIATION AND AMORTIZATION
   GE                                                     $15,737        $15,118
   GECS
     Buildings and equipment                                1,478          1,246
     Equipment leased to others                             6,126          5,625
                                                          ----------------------
                                                          $23,341        $21,989
================================================================================

   Amortization of GECS equipment leased to others was $2,102 million, $1,848
million and $1,702 million in 1997, 1996 and 1995, respectively. Noncancelable
future rentals due from customers for equipment on operating leases at year-end
1997 totaled $10,438 million and are due as follows: $3,247 million in 1998;
$2,243 million in 1999; $1,473 million in 2000; $935 million in 2001; $628
million in 2002; and $1,912 million thereafter.


<PAGE>
                                      F-32

ANNUAL REPORT PAGE 56

16   INTANGIBLE ASSETS

                                                           ---------------------
December 31 (In millions)                                     1997          1996
- --------------------------------------------------------------------------------
GE
Goodwill                                                   $ 8,046       $ 6,676
Other intangibles                                              709           691
                                                           ---------------------
                                                             8,755         7,367
                                                           ---------------------
GECS
Goodwill                                                     8,090         5,847
Present value of future profits (PVFP)                       1,824         2,438
Other intangibles                                              452           355
                                                           ---------------------
                                                            10,366         8,640
                                                           ---------------------
                                                           $19,121       $16,007
================================================================================

   GE intangible assets are shown net of accumulated amortization of $2,976
million in 1997 and $2,637 million in 1996. GECS intangible assets are net of
accumulated amortization of $2,615 million in 1997 and $1,988 million in 1996.

   PVFP amortization, which is on an accelerated basis and net of interest, is
projected to range from 13% to 8% of the year-end 1997 unamortized balance for
each of the next five years.

17   ALL OTHER ASSETS

                                                        ------------------------
December 31 (In millions)                                   1997            1996
- --------------------------------------------------------------------------------
GE
Investments
   Associated companies (a)                             $  1,288        $  1,526
   Other                                                   1,139           1,591
                                                        ------------------------
                                                           2,427           3,117
Prepaid pension asset                                      6,574           6,112
Notes receivable                                           1,412              26
Other                                                      4,316           3,922
                                                        ------------------------
                                                          14,729          13,177
                                                        ------------------------
GECS
Investments
   Assets acquired for resale                              4,403           2,993
   Associated companies (a)                                4,695           4,916
   Real estate ventures                                    2,326           2,469
   Other                                                   2,452           2,095
                                                        ------------------------
                                                          13,876          12,473

Separate accounts                                          4,926           3,516
Servicing assets                                           1,713           1,663
Deferred insurance acquisition costs                       2,521           1,720
Other                                                      2,631           2,286
                                                        ------------------------
                                                          25,667          21,658
                                                        ------------------------
ELIMINATIONS                                                (576)           --
                                                        ------------------------
                                                        $ 39,820        $ 34,835
================================================================================
(a) Includes advances.
- --------------------------------------------------------------------------------

   In line with industry practice, sales of commercial jet aircraft engines
often involve long-term customer financing commitments. In making such
commitments, it is GE's general practice to require that it have or be able to
establish a secured position in the aircraft being financed. Under such airline
financing programs, GE had issued loans and guarantees (principally guarantees)
amounting to $1,590 million at year-end 1997 and $1,514 million at year-end
1996; and it had entered into commitments totaling $1,794 million and $1,554
million at year-end 1997 and 1996, respectively, to provide financial assistance
on future aircraft engine sales. Estimated fair values of the aircraft securing
these receivables and associated guarantees exceeded the related account
balances and guaranteed amounts at December 31, 1997. GECS acts as a lender and
lessor to the commercial airline industry. At December 31, 1997 and 1996, the
balance of such GECS loans, leases and equipment leased to others was $8,980
million and $8,240 million, respectively. In addition, at December 31, 1997,
GECS had issued financial guarantees and funding commitments of $123 million
($221 million at year-end 1996) and had placed multiyear orders for various
Boeing and Airbus aircraft with list prices of approximately $6.2 billion ($6.5
billion at year-end 1996).

   At year-end 1997, the National Broadcasting Company had $9,388 million of
commitments to acquire broadcast material and the rights to broadcast television
programs, including U.S. television rights to future Olympic games, and
commitments under long-term television station affiliation agreements that
require payments through the year 2008.

   In connection with numerous projects, primarily power generation bids and
contracts, GE had issued various bid and performance bonds and guarantees
totaling $2,895 million at year-end 1997 and $3,250 million at year-end 1996.

   Separate accounts represent investments controlled by policyholders and are
associated with identical amounts reported as insurance liabilities in note 20.

18   GE ALL OTHER CURRENT COSTS AND EXPENSES ACCRUED

At year-end 1997 and 1996, this account included taxes accrued of $2,866 million
and $2,487 million, respectively, and compensation and benefit accruals of
$1,321 million and $1,315 million, respectively. Also included are amounts for
product warranties, estimated costs on shipments billed to customers and a
variety of sundry items.

<PAGE>
                                      F-33

ANNUAL REPORT PAGE 57

19   BORROWINGS

- --------------------------------------------------------------------------------
SHORT-TERM BORROWINGS
                            ----------------------------------------------------
                                      1997                    1996
                            -----------------------    -------------------------
                                          Average                    Average
December 31 (In millions)    Amount          rate      Amount           rate
- --------------------------------------------------------------------------------
GE
Commercial paper (U.S)      $ 1,835          5.88%    $   914            5.41%
Payable to banks                348          8.38         204            8.58
Current portion of
   long-term debt             1,099          5.85(a)      551            6.39(a)
Other                           347                       670
                           -----------------------------------------------------
                              3,629                     2,339
                           -----------------------------------------------------
GECS
Commercial paper
   U.S                       67,355          5.93      50,435            5.68
   Non-U.S                    3,879          4.18       3,737            4.30
Current portion of
   long-term debt            15,101          6.30(a)   16,471            6.17(a)
Other                         8,939                     7,302
                           -----------------------------------------------------
                             95,274                    77,945
                           -----------------------------------------------------
ELIMINATIONS                   (828)                      (84)
                           -----------------------------------------------------
                            $98,075                   $80,200
================================================================================


- --------------------------------------------------------------------------------
LONG-TERM BORROWINGS
                                ------------------------------------------------
                                Average        
December 31 (In millions)          rate (a)    Maturities       1997      1996
- --------------------------------------------------------------------------------
GE                                             
Industrial development/                        
   pollution control                           
   bonds                           3.82%        1999-2021   $    270   $    244
Payable to banks                   7.60         1999-2005        195        312
Senior notes                                                      --        500
Other (b)                                                        264        654
                                                            --------------------
                                                                 729      1,710
                                                            --------------------
GECS                                           
Senior notes                       6.59         1999-2055     44,993     46,680
Subordinated notes (c)             7.88         2006-2035        996        996
                                                            --------------------
                                                              45,989     47,676
                                                            --------------------
Eliminations                                                    (115)      (140)
                                                            --------------------
                                                            $ 46,603   $ 49,246
================================================================================
(a)  Includes the effects of associated interest rate and currency swaps.

(b)  Includes a variety of obligations having various interest rates and
     maturities, including certain borrowings by parent operating components and
     affiliates.
(c)  Guaranteed by GE.
- --------------------------------------------------------------------------------

   Borrowings of GE and GECS are addressed below from two perspectives --
liquidity and interest rate management. Additional information about borrowings
and associated swaps can be found in note 30.

LIQUIDITY requirements of GE and GECS are principally met through the credit
markets. Maturities of long-term borrowings during the next five years follow.

                             ---------------------------------------------------
(In millions)                   1998       1999       2000       2001       2002
- --------------------------------------------------------------------------------
GE                           $ 1,099    $    97    $    69    $    57    $    38
GECS                          15,101      9,801      6,927      5,763      4,816
- --------------------------------------------------------------------------------

   Confirmed credit lines of $3.9 billion had been extended to GE by 22 banks at
year-end 1997. Substantially all of GE's credit lines are available to GECS and
its affiliates in addition to their own credit lines.

     At year-end 1997, GECS and its affiliates held committed lines of credit
aggregating $20.9 billion, including $11.8 billion of revolving credit
agreements pursuant to which it has the right to borrow funds for periods
exceeding one year. A total of $1.4 billion of GE Capital credit lines is
available for use by GE.

   During 1997, neither GE nor GECS borrowed under any of these credit lines.
Both GE and GECS compensate certain banks for credit facilities in the form of
fees, which were insignificant in each of the past three years.

INTEREST RATES ARE MANAGED by GECS in light of the anticipated behavior,
including prepayment behavior, of assets in which debt proceeds are invested. A
variety of instruments, including interest rate and currency swaps and currency
forwards, are employed to achieve management's interest rate objectives.
Effective interest rates are lower under these "synthetic" positions than could
have been achieved by issuing debt directly.

   The following table shows GECS borrowing positions considering the effects of
swaps.

- --------------------------------------------------------------------------------
EFFECTIVE BORROWINGS (INCLUDING SWAPS)
                                                           ---------------------
December 31 (In millions)                                     1997          1996
- --------------------------------------------------------------------------------
Short-term                                                 $56,961       $46,450
                                                           =====================
Long-term (including current portion)
   Fixed rate (a)                                          $59,329       $56,190
   Floating rate                                            24,973        22,981
                                                           ---------------------
Total long-term                                            $84,302       $79,171
================================================================================
(a)  Includes  the  notional  amount  of  long-term  interest  rate  swaps  that
     effectively  convert the floating-rate  nature of short-term  borrowings to
     fixed rates of interest.
- --------------------------------------------------------------------------------

   At December 31, 1997, interest rate swap maturities ranged from 1998 to 2029,
and average interest rates for "synthetic" fixed-rate borrowings were 6.32%
(6.45% at year-end 1996).


<PAGE>
                                      F-34


ANNUAL REPORT PAGE 58

20   GECS INSURANCE LIABILITIES, RESERVES AND ANNUITY BENEFITS

                                                          ----------------------
December 31 (In millions)                                     1997          1996
- --------------------------------------------------------------------------------
Investment contracts and universal
   life benefits                                           $28,266       $26,140
Life insurance benefits and other (a)                       14,356        13,854
Unpaid claims and claims adjustment
   expenses                                                 14,654        13,184
Unearned premiums                                            5,068         4,633
Separate accounts (see note 17)                              4,926         3,516
                                                          ----------------------
                                                           $67,270       $61,327
================================================================================
(a)  Life insurance benefits are accounted for mainly by a net-level-premium
     method using estimated yields generally ranging from 5% to 9% in both 1997
     and 1996.
- --------------------------------------------------------------------------------

   The liability for unpaid claims and claims adjustment expenses, principally
property and casualty reserves, consists of both case and incurred-but-not-
reported reserves. Where experience is not sufficient to determine reserves,
industry averages are used. Estimated amounts of salvage and subrogation
recoverable on paid and unpaid losses are deducted from outstanding losses. A
summary of activity for this liability follows.

                                           -------------------------------------
(In millions)                                  1997          1996          1995
- --------------------------------------------------------------------------------
Balance at January 1-- gross               $ 13,184      $ 12,662      $  7,032
Less reinsurance recoverables                (1,822)       (1,853)       (1,084)
                                           -------------------------------------
Balance at January 1-- net                   11,362        10,809         5,948
Claims and expenses incurred
   Current year                               4,494         4,087         3,268
   Prior years                                  146           104           492
Claims and expenses paid
   Current year                              (1,780)       (1,357)         (706)
   Prior years                               (2,816)       (2,373)       (1,908)
Claim reserves related to
   acquired companies                         1,360           309         3,696
Other                                          (358)         (217)           19
                                           -------------------------------------
Balance at December 31-- net                 12,408        11,362        10,809
Add reinsurance recoverables                  2,246         1,822         1,853
                                           -------------------------------------
Balance at December 31-- gross             $ 14,654      $ 13,184      $ 12,662
================================================================================

   Prior-year claims and expenses incurred in the above table resulted
principally from settling claims established in earlier accident years for
amounts that differed from expectations.

   Financial guarantees and credit life risk of insurance affiliates are
summarized below.

                                                      --------------------------
December 31 (In millions)                                  1997            1996
- --------------------------------------------------------------------------------
Guarantees, principally on municipal
   bonds and structured finance issues                $ 144,647       $ 140,575
Mortgage insurance risk in force                         46,245          36,279
Credit life insurance risk in force                      26,593          25,961
Less reinsurance                                        (33,528)        (32,413)
                                                      --------------------------
                                                      $ 183,957       $ 170,402
================================================================================

   Insurance risk is ceded on both a pro rata and an excess basis. When GECS
cedes insurance to third parties, it is not relieved of its primary obligation
to policyholders. Losses on ceded risks give rise to claims for recovery;
allowances are established for such receivables from reinsurers.

   The effects of reinsurance on premiums written and premiums and commissions
earned were as follows:

                                            ------------------------------------
(In millions)                                  1997          1996          1995
- --------------------------------------------------------------------------------
PREMIUMS WRITTEN
Direct                                      $ 5,206       $ 3,926       $ 2,984
Assumed                                       5,501         5,455         3,978
Ceded                                        (1,311)       (1,196)         (804)
                                            ------------------------------------
                                            $ 9,396       $ 8,185       $ 6,158
                                            ====================================
PREMIUMS AND COMMISSIONS EARNED
Direct                                      $ 5,138       $ 3,850       $ 2,604
Assumed                                       5,386         5,353         4,414
Ceded                                        (1,256)       (1,058)         (786)
                                            ------------------------------------
                                            $ 9,268       $ 8,145       $ 6,232
================================================================================

   Reinsurance recoveries recognized as a reduction of insurance losses and
policyholder and annuity benefits amounted to $903 million, $937 million and
$459 million for the years ended December 31, 1997, 1996 and 1995, respectively.

21   GE ALL OTHER LIABILITIES

This account includes noncurrent compensation and benefit accruals at year-end
1997 and 1996 of $5,484 million and $5,177 million, respectively. Also included
are amounts for deferred incentive compensation, deferred income, product
warranties and a variety of sundry items.

   GE is involved in numerous remediation actions to clean up hazardous wastes
as required by federal and state laws. Liabilities for remediation costs at each
site are based on management's best estimate of undiscounted future costs,
excluding possible insurance recoveries. When there appears to be a range of
possible costs with equal likelihood, liabilities are based on the lower end of
such range. Uncertainties about the status of laws, regulations, technology and
information related to individual sites make it difficult to develop a
meaningful estimate of the reasonably possible aggregate environmental
remediation exposure. However, even in the unlikely event that remediation costs
amounted to the high end of the range of costs for each site, the resulting
additional liability would not be material to GE's financial position, results
of operations or liquidity.

<PAGE>
                                      F-35

ANNUAL REPORT PAGE 59

22   DEFERRED INCOME TAXES

Aggregate deferred tax amounts are summarized below.

                                                        ------------------------
December 31 (In millions)                                  1997             1996
- --------------------------------------------------------------------------------
ASSETS
GE                                                      $ 4,891          $ 4,097
GECS                                                      4,320            3,310
                                                        ------------------------
                                                          9,211            7,407
                                                        ------------------------
LIABILITIES
GE                                                        4,576            4,630
GECS                                                     13,286           11,050
                                                        ------------------------
                                                         17,862           15,680
                                                        ------------------------
NET DEFERRED TAX LIABILITY                              $ 8,651          $ 8,273
================================================================================

   Principal components of the net deferred tax balances for GE and GECS are as
follows:

                                                       -------------------------
December 31 (In millions)                                 1997             1996
- --------------------------------------------------------------------------------
GE
Provisions for expenses                                $(3,367)         $(2,740)
Retiree insurance plans                                   (856)            (806)
Prepaid pension asset                                    2,301            2,139
Depreciation                                               955              836
Other -- net                                               652            1,104
                                                       -------------------------
                                                          (315)             533
                                                       -------------------------
GECS
Financing leases                                         7,909            7,488
Operating leases                                         2,156            1,833
Net unrealized gains
   on securities                                         1,264              404
Allowance for losses                                    (1,372)          (1,184)
Insurance reserves                                      (1,000)            (787)
AMT credit carryforwards                                  (354)            (561)
Other -- net                                               363              547
                                                       -------------------------
                                                         8,966            7,740
                                                       -------------------------
NET DEFERRED TAX LIABILITY                             $ 8,651          $ 8,273
================================================================================

   The GE provisions for expenses category represents the tax effects of
temporary differences related to expense accruals for a wide variety of items,
such as employee compensation and benefits, interest on tax deficiencies,
product warranties and other provisions for sundry losses and expenses that are
not currently deductible.

23   GECS MINORITY INTEREST IN EQUITY OF CONSOLIDATED AFFILIATES

Minority interest in equity of consolidated GECS affiliates includes preferred
stock issued by GE Capital and by an affiliate of GE Capital. The preferred
stock pays cumulative dividends at variable rates. The liquidation preference of
the preferred shares is summarized below.

                                                         -----------------------
December 31 (In millions)                                  1997             1996
- --------------------------------------------------------------------------------
GE Capital                                               $2,230           $1,800
GE Capital affiliate                                        660              485
- --------------------------------------------------------------------------------

   Dividend rates on the preferred stock ranged from 3.8% to 5.2% during 1997
and 1996, and from 4.2% to 5.2% during 1995.

24   RESTRICTED NET ASSETS OF GECS AFFILIATES

Certain GECS consolidated affiliates are restricted from remitting funds to GECS
in the form of dividends or loans by a variety of regulations, the purpose of
which is to protect affected insurance policyholders, depositors or investors.
At year-end 1997, net assets of regulated GECS affiliates amounted to $22.9
billion, of which $19.4 billion was restricted.

   At December 31, 1997 and 1996, the aggregate statutory capital and surplus of
the insurance businesses totaled $12.4 billion and $10.2 billion, respectively.
In preparing statutory statements, no significant permitted accounting practices
are used that differ from prescribed accounting practices.

25   SHARE OWNERS' EQUITY

                                          --------------------------------------
(In millions)                                  1997          1996          1995
- --------------------------------------------------------------------------------
COMMON STOCK ISSUED                        $    594      $    594      $    594
                                          ======================================
UNREALIZED GAINS ON
   INVESTMENT SECURITIES-- NET             $  2,138      $    671      $  1,000
                                          ======================================
OTHER CAPITAL
Balance at January 1                       $  2,498      $  1,663      $  1,122
Currency translation adjustments               (742)         (117)          127
Gains on treasury stock
   dispositions                               1,880           952           414
                                          --------------------------------------
Balance at December 31                     $  3,636      $  2,498      $  1,663
                                          ======================================
RETAINED EARNINGS
Balance at January 1                       $ 38,670      $ 34,528      $ 30,793
Net earnings                                  8,203         7,280         6,573
Dividends declared                           (3,535)       (3,138)       (2,838)
                                          --------------------------------------
Balance at December 31                     $ 43,338      $ 38,670      $ 34,528
                                          ======================================
COMMON STOCK HELD IN TREASURY
Balance at January 1                       $ 11,308      $  8,176      $  5,312
Purchases                                     6,392         4,842         4,016
Dispositions                                 (2,432)       (1,710)       (1,152)
                                          --------------------------------------
Balance at December 31                     $ 15,268      $ 11,308      $  8,176
================================================================================

   In December 1997, GE's Board of Directors increased the authorization to
repurchase Company common stock to $17 billion and authorized the program to
continue through 1999. Funds used for the share repurchase will be generated
largely from free cash flow. Through year-end 1997, a total of 244 million
shares having an aggregate cost of $9.9 billion had been repurchased under this
program and placed into treasury.

   In April 1997, share owners authorized (a) an increase in the number of
authorized shares of common stock from 2,200,000,000 shares each with a par
value of $0.32 to 4,400,000,000 shares each with a par value of $0.16 and (b)
the split of each unissued and issued common share, including shares held in
treasury, into two shares of common stock each with a par value of $0.16. All
share data and per-share amounts have been adjusted to reflect this change.

<PAGE>
                                      F-36

ANNUAL REPORT PAGE 60

   Common shares issued and outstanding are summarized in the following table.

- --------------------------------------------------------------------------------
SHARES OF GE COMMON STOCK
                                     -------------------------------------------
December 31 (In thousands)                 1997            1996            1995
- --------------------------------------------------------------------------------
Issued                                3,714,026       3,714,026       3,714,026
In treasury                            (449,434)       (424,942)       (381,002)
                                     -------------------------------------------
Outstanding                           3,264,592       3,289,084       3,333,024
================================================================================

   GE has 50 million authorized shares of preferred stock ($1.00 par value), but
no such shares have been issued.

   The effects of translating to U.S. dollars the financial statements of
non-U.S. affiliates whose functional currency is the local currency are included
in other capital. Asset and liability accounts are translated at year-end
exchange rates, while revenues and expenses are translated at average rates for
the period. Cumulative currency translation adjustments represented reductions
of other capital of $798 million and $56 million in 1997 and 1996, respectively,
and an addition to other capital of $61 million in 1995.

26   OTHER STOCK-RELATED INFORMATION

- --------------------------------------------------------------------------------
STOCK OPTION ACTIVITY
                                                             Average per share
                                              Shares       --------------------
                                             subject        Exercise      Market
(Shares in thousands)                      to option           price       price
- --------------------------------------------------------------------------------
Balance at December 31, 1994                 138,996          $19.91      $25.50
   Options granted                            24,179           27.94       27.94
   Replacement options                         1,506           20.91       20.91
   Options exercised                         (15,568)          15.72       29.61
   Options terminated                         (4,239)          23.67        --
                                             -----------------------------------
Balance at December 31, 1995                 144,874           21.60       36.00
   Options granted                            19,034           42.39       42.39
   Replacement options                         8,622           26.34       26.34
   Options exercised                         (18,278)          17.70       43.25
   Options terminated                         (4,707)          26.18        --
                                             -----------------------------------
Balance at December 31, 1996                 149,545           24.86       49.44
   Options granted (a)                        13,795           68.07       68.07
   Replacement options                            30           24.16       24.16
   Options exercised                         (21,746)          18.47       61.22
   Options terminated                         (2,721)          31.10        --
                                             -----------------------------------
Balance at December 31, 1997                 138,903           30.03       73.38
================================================================================
(a)  Without adjusting for the effect of the 2-for-1 stock split in April 1997,
     the number of options granted during 1997 would have been 13,476.
- --------------------------------------------------------------------------------

   Stock option plans, stock appreciation rights (SARs), restricted stock and
restricted stock units are described in GE's current Proxy Statement. With
certain restrictions, requirements for stock option shares can be met from
either unissued or treasury shares.

   The replacement options replaced canceled SARs and have identical terms
thereto. At year-end 1997, there were 3.2 million SARs outstanding at an average
exercise price of $21.02. There were 9.6 million restricted stock shares and
restricted stock units outstanding at year-end 1997.

   There were 92.8 million and 62.1 million additional shares available for
grants of options, SARs, restricted stock and restricted stock units at December
31, 1997 and 1996, respectively. Under the 1990 Long-Term Incentive Plan, 0.95%
of the Company's issued common stock (including treasury shares) as of the first
day of each calendar year during which the Plan is in effect becomes available
for granting awards in such year. Any unused portion, in addition to shares
allocated to awards that are canceled or forfeited, is available for later
years.

   Outstanding options and SARs expire on various dates through December 19,
2007. Restricted stock grants vest on various dates up to normal retirement of
grantees.

   The following table summarizes information about stock options outstanding at
December 31, 1997.

- --------------------------------------------------------------------------------
STOCK OPTIONS OUTSTANDING
(Shares in thousands)
                                      Outstanding                  Exercisable
                            --------------------------------   -----------------
                                                     Average             Average
Exercise                              Average       exercise            exercise
price range                  Shares      life (a)      price   Shares      price
- --------------------------------------------------------------------------------
$10 13/16 - 21 9/16          34,059       3.6         $17.45   34,059     $17.45
$21 5/8 - 31 15/16           72,754       6.4          25.61   37,441      24.31
$36 3/16 - 51 1/2            18,867       8.5          42.59      205      47.20
$51 3/4 - 73                 13,223       9.8          68.80     --         --
                            ----------------------------------------------------
Total                       138,903       6.3          30.03   71,705      21.11
================================================================================
(a)  Average contractual life remaining in years.

At year-end 1996, options with an average exercise price of $19.58 were
exercisable on 81 million shares; at year-end 1995, options with an average
exercise price of $17.61 were exercisable on 74 million shares.
- --------------------------------------------------------------------------------

   Stock options expire 10 years from the date they are granted; options vest
over service periods that range from one to five years.

     Disclosures required by SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, are as follows:

                                              ----------------------------------
December 31                                      1997         1996         1995
- --------------------------------------------------------------------------------
Weighted average fair value
   per option (a)                              $17.81       $ 9.34       $ 5.98
Valuation assumptions
   Expected option term (years)                   6.3          6.2          5.5
   Expected volatility                           20.0%        20.1%        20.0%
   Expected dividend yield                        1.5%         2.3%         3.1%
   Risk-free interest rate                        6.1%         6.6%         7.0%
PRO FORMA EFFECTS (b)(c)
   Net earnings                                $8,129       $7,235       $6,557
   Earnings per share-- basic                    2.48         2.19         1.95
  -- diluted                                     2.43         2.15         1.92
- --------------------------------------------------------------------------------
(a)  Estimated using Black-Scholes option pricing model.

(b)  Valuations only of grants made after January 1, 1995; thus, the pro forma
     effect increased over the periods presented.

(c)  Net earnings in millions; per-share amounts in dollars.
- --------------------------------------------------------------------------------

<PAGE>
                                      F-37

ANNUAL REPORT PAGE 61

27   SUPPLEMENTAL CASH FLOWS INFORMATION

Changes in operating assets and liabilities are net of acquisitions and
dispositions of businesses.

   "Payments for principal businesses purchased" in the Statement of Cash Flows
is net of cash acquired and includes debt assumed and immediately repaid in
acquisitions.

   "All other operating activities" in the Statement of Cash Flows consists
principally of adjustments to current and noncurrent accruals and deferrals of
costs and expenses, increases and decreases in progress collections, adjustments
for gains and losses on assets, increases and decreases in assets held for sale,
and adjustments to assets such as amortization of goodwill and intangibles.

   The Statement of Cash Flows excludes certain noncash transactions that,
except for the exchange transaction described in note 2, had no significant
effects on the investing or financing activities of GE or GECS.

   Certain supplemental information related to GE and GECS cash flows is shown
below.

<TABLE>
<CAPTION>
                                                                                             ---------------------------------------
For the years ended December 31 (In millions)                                                    1997           1996           1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>            <C>            <C>  
GE
   NET PURCHASE OF GE SHARES FOR TREASURY    
   Open market purchases under share repurchase program                                      $ (3,492)      $ (3,266)      $ (3,101)
   Other purchases                                                                             (2,900)        (1,576)          (915)
   Dispositions (mainly to employee and dividend reinvestment plans)                            3,577          2,519          1,493
                                                                                             ---------------------------------------
                                                                                             $ (2,815)      $ (2,323)      $ (2,523)
                                                                                             =======================================
GECS
   FINANCING RECEIVABLES
   Increase in loans to customers                                                            $(55,689)      $(49,890)      $(46,154)
   Principal collections from customers -- loans                                               50,679         49,923         44,840
   Investment in equipment for financing leases                                               (16,420)       (14,427)       (17,182)
   Principal collections from customers -- financing leases                                    13,796         11,158          8,821
   Net change in credit card receivables                                                       (4,186)        (3,068)        (3,773)
   Sales of financing receivables                                                               9,922          4,026          2,139
                                                                                             ---------------------------------------
                                                                                             $ (1,898)      $ (2,278)      $(11,309)
                                                                                             =======================================
   ALL OTHER INVESTING ACTIVITIES
   Purchases of securities by insurance and annuity businesses                               $(19,274)      $(15,925)      $(14,452)
   Dispositions and maturities of securities by insurance and annuity businesses               17,280         14,018         12,460
   Proceeds from principal business dispositions                                                  241            --             575
   Other                                                                                       (3,893)        (4,183)        (2,496)
                                                                                             ---------------------------------------
                                                                                             $ (5,646)      $ (6,090)      $ (3,913)
                                                                                             =======================================
   NEWLY ISSUED DEBT HAVING MATURITIES LONGER THAN 90 DAYS
   Short-term (91 to 365 days)                                                               $  3,502       $  5,061       $  2,545
   Long-term (longer than one year)                                                            15,566         17,245         32,507
   Long-term subordinated                                                                         --             --             298
   Proceeds -- nonrecourse, leveraged lease debt                                                1,757            595          1,428
                                                                                             ---------------------------------------
                                                                                             $ 20,825       $ 22,901       $ 36,778
                                                                                             =======================================
   REPAYMENTS AND OTHER REDUCTIONS OF DEBT HAVING MATURITIES LONGER THAN 90 DAYS
   Short-term (91 to 365 days)                                                               $(21,320)      $(23,355)      $(16,075)
   Long-term (longer than one year)                                                            (1,150)        (1,025)          (678)
   Principal payments - nonrecourse, leveraged lease debt                                        (287)          (276)          (292)
                                                                                             ---------------------------------------
                                                                                             $(22,757)      $(24,656)      $(17,045)
                                                                                             =======================================
   ALL OTHER FINANCING ACTIVITIES
   Proceeds from sales of investment and annuity contracts                                   $  4,717       $  2,561       $  1,754
   Preferred stock issued by GECS affiliates                                                      605            155          1,045
   Redemption of investment and annuity contracts                                              (4,537)        (2,688)        (2,540)
                                                                                             ---------------------------------------
                                                                                             $    785       $     28       $    259
====================================================================================================================================
</TABLE>


<PAGE>
                                      F-38

ANNUAL REPORT PAGE 62

28   INDUSTRY SEGMENTS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                       REVENUES
                                       For the years ended December 31

                                                Total revenues               Intersegment revenues             External revenues
                                       ----------------------------      --------------------------     ----------------------------
(In millions)                             1997       1996      1995        1997      1996      1995        1997      1996      1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>           <C>       <C>       <C>        <C>       <C>       <C>  
GE  
   Aircraft Engines                    $ 7,799   $  6,302  $  6,098      $  101    $   86    $  115     $ 7,698   $ 6,216   $ 5,983
   Appliances                            6,745      6,375     5,933          12         5         4       6,733     6,370     5,929
   Broadcasting                          5,153      5,232     3,919          --        --        --       5,153     5,232     3,919
   Industrial Products and Systems      10,954     10,412    10,194         490       455       436      10,464     9,957     9,758
   Materials                             6,695      6,509     6,647          24        22        19       6,671     6,487     6,628
   Power Generation                      7,495      7,257     6,545          81        65        57       7,414     7,192     6,488
   Technical Products and Services       4,917      4,692     4,424          18        23        19       4,899     4,669     4,405
   All Other                             3,564      3,108     2,707          --        --        --       3,564     3,108     2,707
   Corporate items and eliminations      1,193       (322)     (286)       (726)     (656)     (650)      1,919       334       364
                                       ----------------------------      --------------------------     ----------------------------
     Total GE                           54,515     49,565    46,181          --        --        --      54,515    49,565    46,181
                                       ----------------------------      --------------------------     ----------------------------
GECS
   Financing                            31,165     24,554    19,446          --        --        --      31,165    24,554    19,446
   Specialty Insurance                   8,844      8,155     7,042          --        --        --       8,844     8,155     7,042
   All Other                               (78)         4         4          --        --        --         (78)        4         4
                                       ----------------------------      --------------------------     ----------------------------
     Total GECS                         39,931     32,713    26,492          --        --        --      39,931    32,713    26,492
                                       ----------------------------      --------------------------     ----------------------------
Eliminations                            (3,606)    (3,099)   (2,645)         --        --        --      (3,606)   (3,099)   (2,645)
                                       ----------------------------      --------------------------     ----------------------------
CONSOLIDATED REVENUES                  $90,840   $ 79,179  $ 70,028      $   --    $   --    $   --     $90,840   $79,179   $70,028
====================================================================================================================================
<FN>
GE revenues include income from sales of goods and services to customers and other income. Sales from one Company component to
another generally are priced at equivalent commercial selling prices. "All Other" GE revenues consists primarily of GECS earnings.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                         ASSETS                           PROPERTY, PLANT AND EQUIPMENT
                                                                          (INCLUDING EQUIPMENT LEASED TO OTHERS)
                                        At December 31                    For the years ended December 31

                                                                                  Additions            Depreciation and amortization
                                        ----------------------------      --------------------------   -----------------------------

(In millions)                              1997       1996      1995        1997      1996      1995        1997      1996      1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>       <C>       <C>           <C>       <C>       <C>        <C>       <C>       <C>    
GE
   Aircraft Engines                     $ 8,895   $  5,423  $  4,890      $  729    $  551    $  266     $   255   $   260   $   273
   Appliances                             2,533      2,569     2,304          83       168       143         112       104        93
   Broadcasting                           4,877      4,899     3,915         116       176        97          96        86        64
   Industrial Products and Systems        6,658      6,580     6,117         487       450       446         368       340       308
   Materials                              8,890      9,130     9,095         618       748       521         427       475       478
   Power Generation                       5,605      5,741     5,679         176       185       155         161       165       166
   Technical Products and Services        2,438      2,246     2,200         189       154       110         115       113       109
   All Other                             17,496     14,556    13,113          --        --         1           2         2         1
   Corporate items and eliminations      10,034      8,781     8,403         168       114       113          86        90        89
                                        ----------------------------      --------------------------     ---------------------------
     Total GE                            67,426     59,925    55,716       2,566     2,546     1,852       1,622     1,635     1,581
                                        ----------------------------      --------------------------     ---------------------------
GECS
   Financing                            211,139    188,472   151,952       7,188     5,663     5,143       2,411     2,111     1,963
   Specialty Insurance                   44,048     38,575    33,714          65        35       133          35        29        23
   All Other                                221        372        63          67        64        36          14        10        27
                                        ----------------------------      --------------------------     ---------------------------
     Total GECS                         255,408    227,419   185,729       7,320     5,762     5,312       2,460     2,150     2,013
                                        ----------------------------      --------------------------     ---------------------------
Eliminations                            (18,822)   (14,942)  (13,410)         --        --        --          --        --        --
                                        ----------------------------      --------------------------     ---------------------------
CONSOLIDATED TOTALS                     $304,012  $272,402  $228,035      $9,886    $8,308    $7,164     $ 4,082   $ 3,785   $ 3,594
====================================================================================================================================
<FN>
"All Other" GE assets consists primarily of investment in GECS. Additions to property, plant and equipment include amounts
relating to principal businesses purchased.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

<PAGE>
                                      F-39

ANNUAL REPORT PAGE 63

Details of operating profit by industry segment can be found on page 35 of this
report. A description of industry segments for General Electric Company and
consolidated affiliates follows.

AIRCRAFT ENGINES. Jet engines and replacement parts and repair and maintenance
services for all categories of commercial aircraft (short/medium, intermediate
and long-range); for a wide variety of military aircraft, including fighters,
bombers, tankers and helicopters; and for executive and commuter aircraft. Sold
worldwide to airframe manufacturers, airlines and government agencies. Also,
aircraft engine derivatives used as marine propulsion and industrial power
sources.

APPLIANCES. Major appliances and related services for products such as
refrigerators, freezers, electric and gas ranges, dishwashers, clothes washers
and dryers, microwave ovens and room air conditioning equipment. Sold in North
America and in global markets under various GE and private-label brands.
Distributed to retail outlets, mainly for the replacement market, and to
building contractors and distributors for new installations.

BROADCASTING. Primarily NBC. Principal businesses are the furnishing of U.S.
network television services to more than 200 affiliated stations, production of
television programs, operation of 12 VHF and UHF television broadcasting
stations, operation of four cable/satellite networks around the world, and
investment and programming activities in multimedia and cable television.

INDUSTRIAL PRODUCTS AND SYSTEMS. Lighting products (including a wide variety of
lamps, lighting fixtures, wiring devices and quartz products); electrical
distribution and control equipment (including power delivery and control
products such as transformers, meters, relays, capacitors and arresters);
transportation systems products (including diesel-electric locomotives, transit
propulsion equipment and motorized wheels for off-highway vehicles); electric
motors and related products; a broad range of electrical and electronic
industrial automation products (including drive systems); installation,
engineering and repair services, which includes management and technical
expertise for large projects such as process control systems; and GE Supply, a
network of electrical supply houses. Markets are extremely diverse. Products are
sold to commercial and industrial end users, including utilities, to original
equipment manufacturers, to electrical distributors, to retail outlets, to
railways and to transit authorities. Increasingly, products are developed for
and sold in global markets.

MATERIALS. High-performance engineered plastics used in applications such as
automobiles and housings for computers and other business equipment; ABS resins;
silicones; superabrasive industrial diamonds; and laminates. Sold worldwide to a
diverse customer base consisting mainly of manufacturers.

POWER GENERATION. Power plant products and services, including design,
installation, operation and maintenance services. Markets and competition are
global. Gas turbines are sold principally as part of packaged power plants for
electric utilities and for industrial cogeneration and mechanical drive
applications. Steam turbine-generators are sold to electric utilities, to the
U.S. Navy and, for cogeneration, to industrial and other power customers. Power
Generation also includes nuclear reactors and fuel and support services for GE's
new and installed boiling water reactors.

TECHNICAL PRODUCTS AND SERVICES. Medical systems such as magnetic resonance (MR)
and computed tomography (CT) scanners, x-ray, nuclear imaging, ultrasound, other
diagnostic equipment and related services sold worldwide to hospitals and
medical facilities. Also includes a full range of computer-based information and
data interchange services for internal use and external commercial and
industrial customers.

GECS FINANCING. Operations of GE Capital, as follows:

   CONSUMER SERVICES -- private-label and bank credit card loans, personal
loans, time sales and revolving credit and inventory financing for retail
merchants, auto leasing and inventory financing, mortgage servicing, and
consumer savings and insurance services. Insurance services, previously included
within the Specialty Insurance segment, has been combined with the consumer
savings and insurance operations in this segment. Prior-year information has
been reclassified to reflect this change.

   SPECIALIZED FINANCING -- loans and financing leases for major capital assets,
including industrial facilities and equipment, and energy-related facilities;
commercial and residential real estate loans and investments; and loans to and
investments in management buyouts, including those with high leverage, and
corporate recapitalizations.

   EQUIPMENT MANAGEMENT -- leases, loans, sales and asset management services
for portfolios of commercial and transportation equipment, including aircraft,
trailers, auto fleets, modular space units, railroad rolling stock, data
processing equipment, containers used on ocean-going vessels, and satellites.

   MID-MARKET FINANCING -- loans and financing and operating leases for
middle-market customers, including manufacturers, distributors and end users,
for a variety of equipment that includes data processing equipment, medical and
diagnostic equipment, and equipment used in construction, manufacturing, office
applications and telecommunications activities.

   Very few of the products financed by GE Capital are manufactured by GE.

GECS SPECIALTY INSURANCE. U.S. and international multiple-line property and
casualty reinsurance; certain directly written specialty insurance and life
reinsurance; financial guaranty insurance, principally on municipal bonds and
structured finance issues; private mortgage insurance; and creditor insurance
covering international customer loan repayments.

<PAGE>
                                      F-40

ANNUAL REPORT PAGE 64

29   GEOGRAPHIC SEGMENT INFORMATION (CONSOLIDATED)

Revenues and operating profit shown below are classified according to their
country of origin (including exports from such areas). Revenues and operating
profit classified under the caption "United States" include royalty and
licensing income from non-U.S. sources. U.S. exports to international customers
by major areas of the world are shown on page 39.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                            REVENUES                            
                            For the years ended December 31

                                      Total revenues              Intersegment revenues                External revenues
                            ----------------------------    -------------------------------    -----------------------------
(In millions)                  1997       1996      1995        1997       1996        1995       1997       1996       1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>       <C>         <C>         <C>         <C>        <C>        <C>    
United States               $66,330    $58,110   $52,935   $  2,471    $  2,292    $  2,123    $63,859    $55,818    $50,812
Europe                       18,166     15,964    12,293        787         714         656     17,379     15,250     11,637
Pacific Basin                 4,742      4,343     3,725        880         796         457      3,862      3,547      3,268
Other <F1>                    6,420      5,140     4,750        680         576         439      5,740      4,564      4,311
Intercompany eliminations    (4,818)    (4,378)   (3,675)    (4,818)     (4,378)     (3,675)      --         --         --
                            ----------------------------    -------------------------------    -----------------------------
Total                       $90,840    $79,179   $70,028   $   --      $   --      $   --      $90,840    $79,179    $70,028
============================================================================================================================
                                                                                                                         
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                            OPERATING PROFIT <F2>            ASSETS                              NON-U.S. NET ASSETS
                            For the years ended December 31  At December 31                      At December 31
                            ----------------------------     --------------------------------    ------------------------------
(In millions)                  1997       1996      1995         1997        1996        1995       1997       1996       1995
- -------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>       <C>         <C>         <C>         <C>         <C>        <C>        <C>    
United States               $ 8,825    $ 9,693   $ 9,002     $206,655    $189,593    $158,884    $  <F3>   $   <F3>   $   <F3>
Europe                        2,024      1,724     1,043       66,740      55,196      44,107     31,076     23,021     20,059
Pacific Basin                   302        269       375        8,881       8,125       6,442      6,237      5,082      3,740
Other <F1>                      706        576       543       21,926      19,655      18,776     12,233     11,439     11,472
Intercompany eliminations       (23)         7         9         (190)       (167)       (174)       (72)       (62)       (51)
                            ----------------------------     --------------------------------    ------------------------------
Total                       $11,834    $12,269   $10,972     $304,012    $272,402    $228,035    $49,474    $39,480    $35,220
===============================================================================================================================
<FN>
<F1> Principally the Americas other than the United States, but also includes operations that cannot meaningfully be associated
     with specific geographic areas (for example, shipping containers used on ocean-going vessels).

<F2> Net of 1997 restructuring and other special charges.
                    
<F3> Not applicable. 
- -------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

30   ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS

This note contains estimated fair values of certain financial instruments to
which GE and GECS are parties. Apart from borrowings by GE and GECS and certain
marketable securities, relatively few of these instruments are actively traded.
Thus, fair values must often be determined by using one or more models that
indicate value based on estimates of quantifiable characteristics as of a
particular date. Because this undertaking is, by its nature, difficult and
highly judgmental, for a limited number of instruments, alternative valuation
techniques may have produced disclosed values different from those that could
have been realized at December 31, 1997 or 1996. Moreover, the disclosed values
are representative of fair values only as of the dates indicated. Assets and
liabilities that, as a matter of accounting policy, are reflected in the
accompanying financial statements at fair value are not included in the
following disclosures; such items include cash and equivalents, investment
securities and separate accounts.

Values are estimated as follows:

BORROWINGS. Based on quoted market prices or market comparables. Fair values of
interest rate and currency swaps on borrowings are based on quoted market prices
and include the effects of counterparty creditworthiness.

TIME SALES AND LOANS. Based on quoted market prices, recent transactions and/or
discounted future cash flows, using rates at which similar loans would have been
made to similar borrowers.

INVESTMENT CONTRACT BENEFITS. Based on expected future cash flows, discounted at
currently offered discount rates for immediate annuity contracts or cash
surrender values for single premium deferred annuities.

FINANCIAL GUARANTEES AND CREDIT LIFE. Based on future cash flows, considering
expected renewal premiums, claims, refunds and servicing costs, discounted at a
market rate.

ALL OTHER INSTRUMENTS. Based on comparable transactions, market comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.


<PAGE>
                                      F-41


ANNUAL REPORT PAGE 65

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL INSTRUMENTS
                                                                    1997                                       1996
                                                  ----------------------------------------  ----------------------------------------
                                                                  Assets (liabilities)                       Assets (liabilities)
                                                             -----------------------------             -----------------------------
                                                             Carrying Estimated fair value             Carrying Estimated fair value
                                                  Notional     amount --------------------  Notional     amount --------------------
December 31 (In millions)                           amount      (net)       High       Low    amount      (net)      High       Low
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>        <C>       <C>         <C>       <C>       <C>       <C>  
GE
Investment related   
   Investments and notes receivable                $  <F1>  $  1,909   $  1,915  $  1,908    $  <F1>   $  1,675  $  3,127  $  3,127
   Cancelable interest rate swap                     1,421        25         19        19         --         --        --        --
Borrowings and related instruments
   Borrowings<F2><F3>                                 <F1>    (4,358)    (4,377)   (4,377)      <F1>     (4,049)   (4,058)   (4,058)
   Interest rate swaps                                 531        --        (12)      (12)       536         --       (11)      (11)
   Currency swaps                                       --        --         --        --        180         --        25        25
Recourse obligations for receivables sold              427       (23)       (23)      (23)       424         --        --        --
Financial guarantees                                 2,141        --         --        --      1,805         --        --        --
Other firm commitments
   Currency forwards and options                     6,656        82        270       270      5,476         70       150       150
   Financing commitments                             1,794        --         --        --      1,554         --        --        --
GECS
Assets
   Time sales and loans                               <F1>    62,712     63,105    61,171       <F1>     60,859    61,632    60,544
   Integrated interest rate swaps                   12,323        19       (125)     (125)     4,376         --        91        91
   Purchased options                                 1,617        31         31        31      1,938         11        12        12
   Mortgage-related positions
     Mortgage purchase commitments                   2,082        --         11        11      1,193         --         2         2
     Mortgage sale commitments                       2,540        --         (9)       (9)     1,417         --         3         3
     Mortgages held for sale                          <F1>     2,378      2,379     2,379       <F1>      1,112     1,165     1,165
     Options, including "floors"                    30,347        51        141       141     27,422         78        81        81
     Interest rate swaps and futures                 3,681        --         23        23      1,731         --       (29)      (29)
   Other cash financial instruments                   <F1>     2,242      2,592     2,349       <F1>      2,240     2,735     2,487
Liabilities
   Borrowings and related instruments
     Borrowings<F2><F3>                               <F1>  (141,263)  (141,828) (141,828)      <F1>   (125,621) (125,648) (125,648)
     Interest rate swaps                            42,531        --       (250)     (250)    34,491         --      (575)     (575)
     Currency swaps                                 23,382        --     (1,249)   (1,249)    24,588         --       368       368
     Currency forwards                              15,550        --        371       371      6,165         --        72        72
     Purchased options                                 375        33          8         8      1,882         10         1         1
   Investment contract benefits                       <F1>   (23,045)   (22,885)  (22,885)      <F1>    (20,210)  (19,953)  (19,953)
   Insurance-- financial guarantees 
      and credit life                              183,957    (2,897)    (2,992)   (3,127)   170,402     (3,801)   (3,614)   (4,025)
   Credit and liquidity support -- 
      securitizations                               13,634       (46)       (46)      (46)     6,842        (73)       (9)       (9)
   Performance guarantees -- principally
     letters of credit                               2,699       (34)        --       (67)     3,470        (55)     (132)     (133)
   Other                                             3,147    (1,134)    (1,282)   (1,303)     2,901     (1,560)   (1,175)   (1,176)
Other firm commitments
   Currency forwards                                 1,744        --         11        11      1,823         --         3         2
   Currency swaps                                    1,073       192        192       192      1,134         --       (38)      (38)
   Ordinary course of business
     lending commitments                             7,891        --        (62)      (62)     4,950         --       (27)      (27)
   Unused revolving credit lines
     Commercial                                      4,850        --         --        --      3,375         --        --        --
     Consumer-- principally credit cards           134,123        --         --        --    116,878         --        --        --
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Not applicable.

<F2> Includes effects of interest rate and currency swaps, which also are listed separately.

<F3> See note 19.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

   Additional information about certain financial instruments in the table above
follows.

CURRENCY FORWARDS AND OPTIONS are employed by GE and GECS to manage exposures to
changes in currency exchange rates associated with commercial purchase and sale
transactions and by GECS to optimize borrowing costs as discussed in note 19.
These financial instruments generally are used to fix the local currency cost of
purchased goods or services or selling prices denominated in currencies other
than the functional currency. Currency exposures that result from net
investments in affiliates are managed principally by funding assets denominated

<PAGE>
                                      F-42

ANNUAL REPORT PAGE 66

in local currency with debt denominated in those same currencies. In certain
circumstances, net investment exposures are managed using currency forwards and
currency swaps.

OPTIONS AND INSTRUMENTS CONTAINING OPTION FEATURES that behave based on limits
("caps," "floors" or "collars") on interest rate movement are used primarily to
hedge prepayment risk in certain GECS business activities, such as the mortgage
servicing and annuities businesses.

SWAPS OF INTEREST RATES AND CURRENCIES are used by GE and GECS to optimize
borrowing costs for a particular funding strategy (see note 19). A cancelable
interest rate swap was used by GE to hedge an investment position. Interest rate
and currency swaps, along with purchased options and futures, are used by GECS
to establish specific hedges of mortgage-related assets and to manage net
investment exposures. Credit risk of these positions is evaluated by management
under the credit criteria discussed below. As part of its ongoing customer
activities, GECS also enters into swaps that are integrated into investments in
or loans to particular customers and do not involve assumption of third-party
credit risk. Such integrated swaps are evaluated and monitored like their
associated investments or loans and are not therefore subject to the same credit
criteria that would apply to a stand-alone position.

COUNTERPARTY CREDIT RISK -- risk that counterparties will be financially unable
to make payments according to the terms of the agreements -- is the principal
risk associated with swaps, purchased options and forwards. Gross market value
of probable future receipts is one way to measure this risk, but is meaningful
only in the context of net credit exposure to individual counterparties. At
December 31, 1997 and 1996, this gross market risk amounted to $2.0 billion and
$0.9 billion, respectively. Aggregate fair values that represent associated
probable future obligations, normally associated with a right of offset against
probable future receipts, amounted to $2.9 billion and $0.7 billion at December
31, 1997 and 1996, respectively.

   Except as noted above for positions that are integrated into financings, all
swaps, purchased options and forwards are carried out within the following
credit policy constraints.

o    Once a counterparty exceeds credit exposure limits (see table below), no
     additional transactions are permitted until the exposure with that
     counterparty is reduced to an amount that is within the established limit.
     Open contracts remain in force.

- --------------------------------------------------------------------------------
COUNTERPARTY CREDIT CRITERIA
                                            ------------------------------------
                                                        Credit rating
                                            ------------------------------------
                                            Moody's            Standard & Poor's
- --------------------------------------------------------------------------------
Term of transaction
   Between one and five years                 Aa3                   AA-
   Greater than five years                    Aaa                   AAA
Credit exposure limits
   Up to $50 million                          Aa3                   AA-
   Up to $75 million                          Aaa                   AAA
- --------------------------------------------------------------------------------

o    All swaps are executed under master swap agreements containing mutual
     credit downgrade provisions that provide the ability to require assignment
     or termination in the event either party is downgraded below A3 or A-.

More credit latitude is permitted for transactions having original maturities
shorter than one year because of their lower risk.

31   QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                    First quarter      Second quarter      Third quarter       Fourth quarter
(Dollar amounts in millions;     -----------------   -----------------   -----------------   ------------------
per-share amounts in dollars)       1997      1996      1997      1996      1997      1996      1997      1996
- ---------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>   
CONSOLIDATED OPERATIONS 
Net earnings                     $ 1,677   $ 1,517   $ 2,162   $ 1,908   $ 2,014   $ 1,788   $ 2,350   $ 2,067
Earnings per share -- basic         0.51      0.46      0.66      0.58      0.62      0.54      0.72      0.63
                   -- diluted       0.50      0.45      0.65      0.57      0.60      0.53      0.70      0.62
SELECTED DATA
GE
   Sales of goods and services    10,522     9,742    12,620    11,520    11,698    11,478    14,112    13,379
   Gross profit from sales         2,970     2,781     3,886     3,475     3,368     3,060     2,618     3,784
GECS
   Total revenues                  9,544     7,245     9,317     7,457    10,182     8,449    10,888     9,562
   Operating profit                1,081       973     1,138       951     1,229     1,179       974       945
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

   For GE, gross profit from sales is sales of goods and services less costs of
goods and services sold. For GECS, operating profit is "Earnings before income
taxes."

   Fourth-quarter gross profit from sales in 1997 was reduced by restructuring
and other special charges. Such charges, including amounts shown in "Other costs
and expenses," were $2,322 million before tax. Also in the fourth quarter of
1997, GE completed an exchange transaction with Lockheed Martin as described in
note 2.

   Earnings-per-share amounts for each quarter are required to be computed
independently and, as a result, their sum does not equal the total year
earnings-per-share amounts for 1997 and 1996. Per-share amounts have been
adjusted for the 2-for-1 stock split effective on April 28, 1997.
<PAGE>
                                                                      EXHIBIT 12

                            GENERAL ELECTRIC COMPANY
                       RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS)                                                          Year ended December 31
                                                             ---------------------------------------------------------
                                                                  1993        1994        1995        1996       1997
                                                                  ----        ----        ----        ----       ----
<S>                                                           <C>         <C>         <C>         <C>         <C>     
GE EXCEPT GECS
Earnings <F1>                                                 $  5,511    $  7,828    $  8,696    $  9,677    $ 10,132
Less:  Equity in undistributed earnings of General Electric
       Capital Services, Inc. <F2>                                (957)     (1,181)     (1,324)     (1,836)     (1,597)
Plus:  Interest and other financial
       charges included in expense                                 525         410         649         595         797
       One-third of rental expense  <F3>                           212         171         174         171         179
                                                              --------    --------    --------    --------    --------
Adjusted "earnings"                                           $  5,291    $  7,228    $  8,195    $  8,607    $  9,511
                                                              ========    ========    ========    ========    ========
Fixed Charges:
  Interest and other financial charges                        $    525    $    410    $    649    $    595    $    797
  Interest capitalized                                              21          21          13          19          31
  One-third of rental expense <F3>                                 212         171         174         171         179
                                                              --------    --------    --------    --------    --------
Total fixed charges                                           $    758    $    602    $    836    $    785    $  1,007 
                                                              ========    ========    ========    ========    ========
Ratio of earnings to fixed charges                                6.98       12.01        9.80       10.96        9.44
                                                              ========    ========    ========    ========    ========
GENERAL ELECTRIC COMPANY AND CONSOLIDATED AFFILIATES
Earnings <F1>                                                 $  6,287    $  8,831    $  9,941    $ 11,075    $ 11,419
Plus:  Interest and other financial charges
       included in expense                                       4,096       4,994       7,336       7,939       8,445
       One-third of rental expense <F3>                            349         327         349         353         423
                                                              --------    --------    --------    --------    --------
Adjusted "earnings"                                           $ 10,732    $ 14,152    $ 17,626    $ 19,367    $ 20,287
                                                              ========    ========    ========    ========    ========
Fixed Charges:
  Interest and other financial charges                        $  4,096    $  4,994    $  7,336    $  7,939    $  8,445
  Interest capitalized                                              26          30          34          60          83
  One-third of rental expense <F3>                                 349         327         349         353         423
                                                              --------    --------    --------    --------    --------
Total fixed charges                                           $  4,471    $  5,351    $  7,719    $  8,352    $  8,951
                                                              ========    ========    ========    ========    ========
Ratio of earnings to fixed charges                                2.40        2.64        2.28        2.32        2.27
                                                              ========    ========    ========    ========    ========

<FN>
<F1> Earnings before income taxes and minority interest.  For 1993, earnings are
     before cumulative effect of a change in accounting principle.
<F2> Earnings after income taxes, net of dividends.
<F3> Considered to be representative of interest factor in rental expense.
</FN>
</TABLE>


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