PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4010

Dated November 21, 2002

Dated March 24, 2004

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated November 22, 2002

No. 333-100527

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date: March 24, 2004

Settlement Date (Original Issue Date): March 29, 2004

Maturity Date: March 29, 2006

Principal Amount (in Specified Currency): US$ 1,000,000,000

Price to Public (Issue Price): 100.00%

Agent's Discount or Commission: 0.10%

Net Proceeds to Issuer: US$ 999,000,000

Interest Rate:

Interest Calculation:

n Regular Floating Rate

o Inverse Floating Rate

o Other Floating Rate

Interest Rate Basis: o CD Rate o Commercial Paper Rate

n Federal Funds Open Rate (See "Additional Terms - Interest" below)

o LIBOR o Prime Rate o Treasury Rate

o Other (See "Additional Terms - Interest" below)

Spread (Plus or Minus): Federal Funds Open Rate plus 14 basis points

Spread Multiplier: N/A

Index Maturity: Overnight

Index Currency: U.S. Dollars

Maximum Interest Rate: N/A

Minimum Interest Rate: N/A

 

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

 

(Floating Rate)

 

Page 2

 

Pricing Supplement No. 4010

 

Dated March 24, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-100527

Interest Payment Period: Quarterly

Interest Payment Dates: Quarterly on each March 29th , June 29th , September 29th and December 29th , commencing June 29, 2004.

Initial Interest Rate: Determined as described herein.

Interest Reset Periods and Dates: Daily on each Business Day provided that the Federal Funds Open Rate in effect for any day that is not a Business Day shall be the Federal Funds Open Rate in effect for the prior Business Day.

Interest Determination Dates: On each Interest Reset Date.

Clearance and Settlement:

___ DTC only

X DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement)

___ DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).

___ Euroclear and Clearstream, Luxembourg only

CUSIP No.: 36962GH64

ISIN: US36962GH647

Common Code: 018976587

Repayment, Redemption and Acceleration

Optional Repayment Date(s): N/A

Initial Redemption Date: N/A

Initial Redemption Percentage: N/A

Annual Redemption Percentage Reduction: N/A

Modified Payment Upon Acceleration: N/A

 

 

 

 

(Floating Rate)

 

Page 3

 

Pricing Supplement No. 4010

 

Dated March 24, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-100527

Original Issue Discount:

Amount of OID: N/A

Yield to Maturity: N/A

Interest Accrual Date: N/A

Initial Accrual Period OID: N/A

Amortizing Notes:

Amortization Schedule: N/A

Dual Currency Notes:

Face Amount Currency: N/A

Optional Payment Currency: N/A

Designated Exchange Rate: N/A

Option Value Calculation Agent: N/A

Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A

Determination Agent: N/A

Listing:

___ Listed on the Luxembourg Exchange

_X_ Not listed on the Luxembourg Exchange

___ Other listing: (specify)

Additional Information:

General.

At December 31, 2003, the Company had outstanding indebtedness totaling $286.684 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at December 31, 2003, excluding subordinated notes payable after one year was equal to $285.721 billion.

.

 

 

(Floating Rate)

 

Page 4

 

Pricing Supplement No. 4010

 

Dated March 24, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-100527

 

Consolidated Ratio of Earnings to Fixed Charges.

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:

 

 

Year Ended December 31,

 

 

1999

2000

2001

2002

2003

 

1.60

1.52

1.72

1.65

1.86

 

 

 

 

 

 

 

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.

Additional Terms:

Interest

The interest rate applicable to each Interest Reset Period will equal the Federal Funds Open Rate (as defined below) plus the Spread set forth above.

The "Federal Funds Open Rate" for an Interest Determination Date will be the rate for that day under the heading "Federal Funds" for the relevant Index Maturity and opposite the caption "Open" as such rate is displayed on Moneyline Telerate Page 5.

If on a Calculation Date for an Interest Period such rate for an Interest Determination Date in that Interest Period does not appear on Moneyline Telerate Page 5, the rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg.

If on a Calculation Date for an Interest Period such rate for an Interest Determination Date in that Interest Period does not appear on Moneyline Telerate Page 5 or FFPREBON Index page on Bloomberg, the rate for such Interest Determination Date will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal Funds prior to 9.00 am, New York City time, on that day arranged by three brokers of Federal Funds transactions in New York City as selected by the Calculation Agent.

 

 

 

(Floating Rate)

 

Page 5

 

Pricing Supplement No. 4010

 

Dated March 24, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-100527

 

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.10% of the principal amount of the Notes.

Institution

Lehman Brothers Inc.

Commitment

$ 313,300,000

Morgan Stanley & Co. Incorporated

313,300,000

UBS Securities LLC

313,400,000

Guzman & Company

20,000,000

HSBC Securities (USA) Inc.

20,000,000

Utendahl Capital Group, LLC

20,000,000

 

 

Total

$ 1,000,000,000

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