PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4102

Dated June 17, 2004

Dated December 6, 2004

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated June 18, 2004

No. 333-114095

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date:

December 6, 2004

Settlement Date (Original Issue Date):

December 9, 2004

Maturity Date:

December 8, 2006

Principal Amount (in Specified Currency)

U.S.$ 1,000,000,000

Price to Public (Issue Price):

100.00%

Agent's Discount or Commission:

0.100%

Net Proceeds to Issuer (in Specified Currency):

U.S.$ 999,000,000

Interest Rate:

Interest Calculation:

n Regular Floating Rate

 Inverse Floating Rate

 Other Floating Rate

 

Interest Rate Basis:

LIBOR

Index Currency:

U.S. Dollars

Spread (Plus or Minus)

Plus 0.00%

Index Maturity:

Three Months

Spread Multiplier:

N/A

Maximum Interest Rate:

N/A

Minimum Interest Rate:

N/A

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each March 8th, June 8th, September 8th and December 8th of each year, commencing March 8, 2005.

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date based on three month USD LIBOR plus zero basis points.

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date.

Interest Determination Dates:

Quarterly, two London Business Days prior to each Interest Reset Date.

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)

 

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Pricing Supplement No. 4102

 

Rule 424(b)(3)-Registration Statement

 

No.333-114095

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.: 36962GM92

ISIN: US36962GM928

Common Code: 020801379

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

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

 

 

 

 

(Floating Rate)

 

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Pricing Supplement No. 4102

 

Dated December 6, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-114095

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

Additional Information:

General.


At September 30, 2004, the Company had outstanding indebtedness totaling $320.210 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 September 30, 2004, excluding subordinated notes payable after one year was equal to $319.393 billion.

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,

 

Nine Months Ended September 30, 2004

1999

2000

2001

2002

2003

 

1.60

1.52

1.72

1.65

1.86

1.85

           

 

 

 

 

 

(Floating Rate)

 

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Pricing Supplement No. 4102

 

Dated December 6, 2004

 

Rule 424(b)(3)-Registration Statement

 

No. 333-114095

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.

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 0.100% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Deutsche Bank Securities Inc.

$313,333,334

HSBC Securities (USA) Inc.

$313,333,333

Merrill Lynch, Pierce, Fenner & Smith Incorporated

$313,333,333

Co-Managers:

 

Blaylock & Partners, L.P.

$ 20,000,000

The Williams Capital Group, L.P.

$ 20,000,000

Toussaint Capital Partners, 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.