GE FUNDS
24F-2NT, 1999-12-07
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form. Please print or type.

1.    Name and address of issuer:

                                    GE FUNDS
                    c/o GE Investment Management Incorporated
                               3003 Summer Street
                               Stamford, CT 06905


2.   The name of each series or class of securities for which this Form is filed
     (if the Form is being filed for all series and classes of securities of the
     issuer, check the box but do not list series or classes): [X]


3.   Investment Company Act File Number:            No.  811-7142

     Securities Act File Number:                    No.  33-51308


4.   Last day of fiscal year for which this Form is filed: September 30, 1999

5.   Calculation of registration fee:

     (i)  Aggregate sale price of securities sold during the fiscal year
          pursuant to section 24(f):

                                 $1,328,994,792

     (ii)  Aggregate price of securities redeemed or repurchased during the
           fiscal year:

                                 $1,048,669,285

     (iii) Aggregate price of securities redeemed or repurchased during any
           prior fiscal year ending no earlier than October 11, 1995 that were
           not previously used to reduce registration fees payable to the
           Commission:

                                  $225,235,803

     (iv)  Total available redemption credits (add items 5(ii) and 5(iii)

                                 $1,273,905,088


     (v)  Net sales - if item 5(i) is greater than item 5(iv) (subtract item
          5(iv) from item 5(i):

                                   $55,089,704


     (vi) Redemption credits available for use in future years - if item 5(i) is
          less than item 5(iv) [subtract item 5(iv) from item 5(i)]:

                                      $(-)


     (vii) Multiplier for determining registration fee (See instruction C.9):

                                    x 0.000278


     (viii) Registration fee due [multiply item 5(v) by item 5(vii)] (enter "0"
            if no fee is due):

                                  = $15,314.94


6.   Prepaid Shares

     If the response to item 5(i) was determined by deducting an amount of
     securities that were registered under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect before [effective date of rescission of rule
     24e-2], then report the amount of securities (number of shares or other
     units) deducted here: __N/A__. If there is a number of shares or other
     units that were registered pursuant to rule 24e-2 remaining unsold at the
     end of the fiscal year for which this form is filed that are available for
     use by the issuer in future fiscal years, then state that number here:
     __N/A__.


7.   Interest due - if this Form is being filed more than 90 days after the end
     of the issuer's fiscal year (see instruction D):

                                      + $ 0

8.   Total of the amount of the registration fee due plus any interest due
     [line 5(viii) plus line 7]:

                                   = $15,314.94

9.   Date the registration fee and any interest payment was sent to the
     Commission's lockbox depository: 12/06/99

                              Method of Delivery:

                                [x] Wire Transfer
                             [ ] Mail or other means





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