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(1)

Or, if any Debt Securities are issued (i) with an initial offering price denominated in a foreign currency or a unit of two or more currencies, such amount as shall result in an aggregate initial offering price equivalent to $50 billion or (ii) at an original issue discount, such greater amount as shall result in an aggregate initial offering price of $50 billion.

(2)	Estimated solely for the purpose of determining the registration fee.

(3)	Warrants may be offered and sold entitling the holder to purchase any of the Debt Securities. Pursuant to Rule 457(g), no registration fee is attributable to the Warrants registered hereby.

(4)	Includes interests in the Guarantees, Letter of Credit Obligations and Notes or Loan Obligations offered from time to time to securityholders referred to herein.

(5)

Pursuant to Rule 429 of the Securities Act of 1933, the amount of registration fees does not include $1,115,279 previously paid to the Commission relating to $12,122,600,650 aggregate offering amount of debt securities, warrants, preferred stock, guarantees, letters of credit and promissory notes and loan obligations previously registered pursuant to Registration Statement No. 333-84462, which remained unissued as of the close of business on October 11, 2002 and which are also covered by the prospectus included in this Registration Statement.

(6)

General Electric Company (“GE Company”), the ultimate parent of the Registrant, previously paid a registration fee of $11,757,593.15 upon the filing of the Registration Statement on Form S-4 initially filed by GE Company on November 13, 2000 (File No. 333-49710) in connection with the planned merger of Honeywell International Inc. into a wholly owned subsidiary of GE Company. This transaction was not consummated and the shares registered under Registration Statement No. 333-49710 were not issued. Pursuant to Rule 457(p), the registration fee of $98,410.75 for the Registration Statement on Form S-4 initially filed by GE Company on December 28, 2001 (File No. 333-76066), the registration fee of $4,600,000 for the Registration Statement on Form S-3 initially filed by the Registrant on March 18, 2002 (File No. 333-84462), the registration fee of $74,216.40 for the Registration Statement on Form S-3 initially filed by GE Company on July 17, 2002 (File No. 333-96571), the registration fee of $35,156.88 for the Registration Statement on Form S-8 initially filed by GE Company on August 28, 2002 and the registration fee of $251,620 for the Registration Statement on Form S-8 initially filed by GE Company on September 17, 2002 (File No. 333-99671) were offset against the total registration fee paid by GE Company on the earlier Registration Statement, leaving a balance of $6,698,189.12 on the fee paid for Registration Statement No. 333-49710. Pursuant to Rule 457(p), the full amount of the registration fee currently due for this Registration Statement has been offset against the remaining balance of the fee paid for Registration Statement No. 333-49710. After such offset a balance of $2,098,189.12 remains from the fee paid for Registration Statement No. 333-49710.

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senior, unsecured debt securities,

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warrants to purchase any of the debt securities,

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variable cumulative preferred stock, par value $100 per share, which may be issued in the form of depositary shares evidenced by depositary receipts,

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preferred stock, par value $.01 per share, which may be issued in the form of depositary shares evidenced by depositary receipts and

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senior unsecured guarantees, direct-pay letters of credit and indebtedness evidenced by promissory notes or loan obligations, including in each case interests therein.

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(i)

GECC’s Annual Report on Form 10-K for the year ended December 31, 2001;

(ii)

GECC’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2002;

(iii)

GECC’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002;

(iv)

GECC’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2002, and

(v)

GECC’s Current Reports on Form 8-K dated as of March 25, 2002 and September 17, 2002.

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We will name any agent involved in offering or selling our securities, and any commissions that we will pay to the agent, in our prospectus supplement.

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Unless we indicate otherwise in our prospectus supplement, our agents will act on a best efforts basis for the period of their appointment.

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Our agents may be deemed to be underwriters under the Securities Act of 1933 of any of our securities that they offer or sell.

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If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities.

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We will include the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in our prospectus supplement.

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The underwriters will use our prospectus supplement to sell our securities.

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If we use a dealer, we, as principal, will sell our securities to the dealer.

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The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities.

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We will include the name of the dealer and the terms of our transactions with the dealer in our prospectus supplement.

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If we used delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts.

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These delayed delivery contracts will be subject only to the conditions that we set forth in the prospectus supplement.

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We will indicate in our prospectus supplement, the commission that underwriters and agents soliciting purchases of our securities under delayed contracts will be entitled to receive.

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the designation, the aggregate principal amount and the authorized denominations if other than $1,000 and integral multiples of $1,000;

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the percentage of their principal amount at which the debt securities will be issued;

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the date or dates on which the debt securities will mature;

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the currency, currencies or currency units in which we will make payments on the debt securities;

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the rate or rates at which the debt securities will bear interest, if any, or the method of determination of such rate or rates;

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the date or dates from which such interest, if any, shall accrue, the dates on which such interest, if any, will be payable and the method of determining holders to whom interest shall be payable;

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the prices, if any, at which, and the dates at or after which, we may or must repay, repurchase or redeem the debt securities;

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the exchanges, if any, on which the debt securities may be listed;

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the trustee under the indenture pursuant to which the debt securities are to be issued. (Sections 2.02 and 2.02A. Section references refer to the sections in the applicable indenture.); and

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any other terms of the debt securities not inconsistent with the provisions of the applicable indenture.

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limit our ability to incur indebtedness, or

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provide protection in the event GE Company, as sole indirect stockholder of GECC, causes GECC to engage in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

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make any adverse change to any payment term of a debt security such as

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extending the maturity date

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extending the date on which we have to pay interest or make a sinking fund payment

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reducing the interest rate

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reducing the amount of principal we have to repay

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changing the currency in which we have to make any payment of principal premium or interest

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modifying any redemption or repurchase right to the detriment of the holder

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impairing any right of a holder to bring suit for payment

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reduce the percentage of the aggregate principal amount of debt securities needed to make any amendment to the indenture or to waive any covenant or default

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waive any past payment default

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make any change to Section 10.02.

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default in any payment of principal or premium, if any, on any debt security of such series;

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default for 30 days in payment of any interest, if any, on any debt security of such series;

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default in the making or satisfaction of any sinking fund payment or analogous obligation on the debt securities of such series;

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default for 60 days after written notice to GECC in performance of any other covenant in respect of the debt securities of such series contained in such indenture;

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a default, as defined, with respect to any other series of debt securities outstanding under the relevant Indenture or as defined in any other indenture or instrument evidencing or under which GECC has outstanding any indebtedness for borrowed money, as a result of which such other series or such other indebtedness of GECC shall have been accelerated and such acceleration shall not have been annulled within 10 days after written notice thereof (provided, that the resulting Event of Default with respect to such series of debt securities may be remedied, cured or waived by the remedying, curing or waiving of such other default under such other series or such other indebtedness); or

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certain events involving bankruptcy, insolvency or reorganization. (Section 6.01).

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the title and the aggregate number of warrants;

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the debt securities for which each warrant is exercisable;

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the date or dates on which such warrants will expire;

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the price or prices at which such warrants are exercisable;

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the currency or currencies in which such warrants are exercisable;

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the periods during which and places at which such warrants are exercisable;

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the terms of any mandatory or optional call provisions;

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the price or prices, if any, at which the warrants may be redeemed at the option of the holder or will be redeemed upon expiration;

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the identity of the warrant agent; and

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the exchanges, if any, on which such warrants may be listed.

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3,866,000 shares of Common Stock, par value $4.00 per share,

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33,000 shares of Variable Cumulative Preferred Stock, par value $100 per share, and

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750,000 shares of Preferred Stock, par value $.01 per share.

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the designation, number of shares and stated value per share;

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the amount of liquidation preference;

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the initial public offering price at which shares of such series of preferred stock will be sold;

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the dividend rate or rates (or method of determining the dividend rate);

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the dates on which dividends shall be payable, the date from which dividends shall accrue and the record dates for determining the holders entitled to such dividends;

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any redemption or sinking fund provisions;

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any voting rights;

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any conversion or exchange provisions;

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any provisions to issue the shares of such series as depositary shares evidenced by depositary receipts; and

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any additional dividend, redemption, liquidation or other preferences or rights and qualifications, limitations or restrictions thereof.

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if such Dividend Period is from 100 to 190 days, on the 91st day;

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if such Dividend Period is from 191 to 281 days, on the 91st and 182nd days;

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if such Dividend Period is from 282 to 364 days, on the 91st, 182nd and 273rd days; and

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if such Dividend Period is from two to 30 years, on January 15, April 15, July 15 and October 15 of each year.

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full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of preferred stock and other classes and series of our preferred stock and

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we are not in default or in arrears with respect to any sinking or other analogous fund or other agreement for the purchase, redemption or other retirement of any shares of our preferred stock.

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create any class or series of stock with preference as to dividends or distributions of assets over any outstanding series of our second class of preferred stock (other than a series which has no right to object to such creation) or

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alter or change the provisions of our restated certificate of incorporation so as to adversely affect the voting power, preferences or special rights of the holders of shares of our second class of preferred stock; provided, however, that if such creation or such alteration or change would adversely affect the voting power, preferences or special rights of one or more, but not all, series of our second class of preferred stock at the time outstanding, consent of the holders of shares entitled to cast at least 2/3rds of the votes entitled to be cast by the holders of all of the shares of all such series so affected, voting as a class, shall be required in lieu of the consent of all holders of 2/3rds of our second class of preferred stock at the time outstanding.

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on the last day of any dividend period at a redemption price of $100,000 per share, plus accumulated and unpaid dividends to the date fixed for redemption and

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in the case of shares of Variable Cumulative Preferred Stock with a dividend period equal to or more than two years, on any dividend payment date for such shares at redemption prices (but not less than $100,000 per share) determined by us prior to the commencement of such dividend period plus accumulated and unpaid dividends to the date set forth for redemption.

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change the character of any support obligation from being payable other than as provided in any related support obligation agreement;

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reduce the principal amount of a support obligation;

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change the currency in which we have to make payment on a support obligation to a currency other than United States dollars; or

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reduce the percentage of the aggregate principal amount of support obligations needed to make any amendment to the indenture.

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*	Previously filed.

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