Bond General Electric Co. 5.375% ( XS0182703743 ) in GBP

General Electric Co.

100 % ▲

United States

XS0182703743 ( in GBP )

5.375% per year ( payment 1 time a year)

17/12/2040

Prospectus brochure of the bond General Electric XS0182703743 en GBP 5.375%, maturity 17/12/2040

1 000 GBP

450 000 000 GBP

18/12/2025 ( In 137 days )

General Electric (GE) is a multinational conglomerate corporation operating in various sectors including aviation, healthcare, power, and renewable energy.

The Bond issued by General Electric Co. ( United States ) , in GBP, with the ISIN code XS0182703743, pays a coupon of 5.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/12/2040

PROSPECTUS
The date of this Prospectus is April 4, 2007

General Electric Capital Corporation
(Incorporated under the laws of the State of Delaware, United States of America)

GE Capital Australia Funding Pty. Ltd.
GE Capital Canada Funding Company
(A.B.N. 67085675467)
(Incorporated under the laws of Nova Scotia, Canada)
(Incorporated with limited liability under the laws of Australia and
registered in Victoria)

GE Capital European Funding
GE Capital UK Funding
(Incorporated with unlimited liability under the Companies Acts,
(Incorporated with unlimited liability under the Companies Acts,
1963-2006 of Ireland)
1963-2006 of Ireland)

Euro Medium-Term Notes and Other Debt Securities
Due from 9 Months or More from Date of Issue
_________________
General Electric Capital Corporation ("GE Capital"), GE Capital Australia Funding Pty. Ltd. ("GEC Australia Funding"), GE Capital
Canada Funding Company ("GEC Canada Funding"), GE Capital European Funding and GE Capital UK Funding (together with GE
Capital European Funding, the "Irish Issuers" and each an "Irish Issuer") (GE Capital, GEC Australia Funding, GEC Canada Funding and
the Irish Issuers, with each affiliate of GE Capital that is designated in the future as an additional issuer, each an "Issuer" and, collectively,
the "Issuers") may offer at various times Euro Medium-Term Notes and Other Debt Securities (together, the "Notes") under this Euro
Medium Term Note Programme (the "Programme"). Notes issued by an Issuer other than GE Capital will be unconditionally and
irrevocably guaranteed by GE Capital (in such capacity, the "Guarantor") on either a senior or subordinated basis. Each Issuer will offer
Notes in series and tranches as described in this Prospectus and in any currency, subject to any applicable laws and regulations. The Issuers
have also prepared a registration document (the "Registration Document") for use in connection with the issue of Notes under the
Programme. Notes issuable under the Programme by way of the Registration Document shall be documented in a securities note (the
"Securities Note"). The Registration Document and any Securities Note prepared in connection therewith do not form part of this
Prospectus.

In relation to each separate issue of Notes issued under this Euro Medium Term Note Programme (the "Programme"), the price and amount
of such Notes will be determined by the relevant Issuer and the relevant Dealer at the time of the issue in accordance with prevailing market
conditions.

Application has been made to the Financial Services Authority in its capacity as competent authority under Part VI of the Financial Services
and Markets Act 2000 (the "FSMA") (the "UK Listing Authority") for this Prospectus to be approved for use in connection with Notes
issued by means of this Prospectus under this Programme during the period of twelve months from the date hereof to be admitted to the
official list maintained by the UK Listing Authority (the "Official List of the UK Listing Authority") and to the London Stock Exchange
plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest
Market. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to
trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market and have been admitted to the Official List. The London
Stock Exchange's Gilt Edged and Fixed Interest Market is a regulated market for the purposes of Directive 93/22/EC (the "Investment
Services Directive"). Notes may also be listed by the Singapore Exchange Securities Trading Limited (the "Singapore Stock Exchange") or
listed on, or admitted to trading on or by, such other stock exchange(s), competent authority(ies) and/or market(s), in each case as specified
in the applicable Final Terms (as defined herein). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined
herein) of Notes, together with certain other information required by Directive 2003/71/EC (the "Prospectus Directive") will be set forth in
the applicable final terms (the "Final Terms") which, with respect to Notes to be admitted to the Official List of the UK Listing Authority
and admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market, will be delivered to the UK Listing Authority
and the London Stock Exchange on or before the date of issue of such Notes.

Copies of each Final Terms will be available from the specified office of the Principal Paying Agent.

The Singapore Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions or reports contained

in this Prospectus. Admission of the Notes to the official list of the Singapore Stock Exchange is not to be taken as an indication of the merits
of any applicable Issuer, the Guarantor or the Notes of any Series so admitted.

270925_4

Notes issued by any of the Irish Issuers having a maturity of less than one year constitute commercial paper for the purposes of, and are
issued in accordance with, an exemption granted by the Irish Financial Services Regulatory Authority as a constituent part of the Central
Bank and Financial Services Authority of Ireland under section 8(2) of the Central Bank Act, 1971 of Ireland, as inserted by section 31 of the
Central Bank Act, 1989 of Ireland, as amended by section 70(d) of the Central Bank Act, 1997 of Ireland. An investment in Notes issued by
an Irish Issuer with a maturity of less than one year will not have the status of a bank deposit and is not within the scope of the Deposit
Protection Scheme operated by the Irish Financial Services Regulatory Authority as a constituent part of the Central Bank and Financial
Services Authority of Ireland. The Irish Issuers are not and will not be regulated by the Irish Financial Services Regulatory Authority as a
constituent part of the Central Bank and Financial Services Authority of Ireland by virtue of the issue of Notes under the Programme.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

See "Risk Factors" on page 7 for a discussion of certain risks that should be considered in
connection with an investment in the Notes.

The Programme has been rated by Moody's Investors Service Limited ("Moody's") and Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies Inc. ("S&P"). The Notes of each Tranche issued under the Programme may be rated or unrated. Where Notes
of a Tranche are rated, such rating(s) will not necessarily be the same as the rating(s) assigned to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.

Senior Notes issued under the Programme are, unless otherwise specified in the applicable Final Terms, expected to be rated Aaa by
Moody's and AAA/A-1+ by S&P.

Notes issued under this Programme may be offered on a continuing basis by the Issuers through the Dealers named below. The Dealers have
agreed to use their best efforts to solicit offers to purchase any Notes issued from time to time. Each Issuer may also sell Notes to any Dealer
acting as principal for resale to investors or other purchasers. Each Issuer also reserves the right to sell Notes directly to or through additional
dealers and to investors on its own behalf, subject in each case to all applicable laws and regulations.

Barclays Capital
Credit Suisse
GE Money Bank
Goldman Sachs International
Merrill Lynch International
UBS Investment Bank

ii

IMPORTANT NOTICE

This Prospectus comprises a base prospectus (a "Base Prospectus") for the purposes of Article 5.4 of the Prospectus Directive. With respect to
GE Capital the information contained within the whole of this Prospectus constitutes GE Capital's Base Prospectus. The Base Prospectus in
respect of each issuer other than GE Capital (each a "Subsidiary Issuer") includes all information contained within this Prospectus except for
any information relating to any other Subsidiary Issuer. This Prospectus has been approved by the UK Listing Authority as a Base Prospectus
for the purposes of Article 5 of the Prospectus Directive and Part VI of the FSMA. This Base Prospectus is not a prospectus for purposes of
Section 12(a)(2) or any other provision of or rule under the Securities Act.

All information contained or incorporated by reference herein which relates to or refers to General Electric Company, the ultimate parent
company of each of the Issuers, has been extracted from reports and other information filed with the United States Securities and Exchange
Commission (the "Commission" or the "SEC"). GE Capital confirms that all such information has been accurately reproduced and that, so far
as GE Capital is aware, and is able to ascertain from information published by General Electric Company, no facts have been omitted which
would render such information inaccurate or misleading in any material respect.

Each Issuer (and in the case of Notes issued by a Subsidiary Issuer, the Guarantor) (each, a "Responsible Person" and together, the
"Responsible Persons") accepts responsibility for the information contained in its Base Prospectus as described above, and the information
contained in any applicable Final Terms. To the best of the knowledge and belief of each such Responsible Person (each having taken all
reasonable care to ensure that such is the case) the information contained in its Base Prospectus is (and with respect to any Final Terms, will
be) in accordance with the facts and does not (and with respect to any Final Terms, will not) contain any omission likely to affect the import of
such information.

The information regarding ratings on page B5 has been extracted from the websites of Moody's and S&P, as applicable. Each Responsible
Person confirms that such information has been accurately reproduced and that, so far as each such Responsible Person is aware, and are able
to ascertain from information published by Moody's and S&P, no facts have been omitted which would render the reproduced inaccurate or
misleading.

None of the Dealers has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained in this
Prospectus or any other information provided by the Issuers and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor
is connection with the Notes. No Dealer accepts liability in relation to the information contained in this Prospectus or any other information
provided by the Issuers and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor in connection with the Notes.

No person has been authorized by the Issuer (or in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) to give any
information or to make any representation not contained or incorporated by reference in or not consistent with this Prospectus, any Final Terms
or any financial statements or further information supplied pursuant to the Notes and, if given or made, such information or representation
should not be relied upon as having been authorized by the Issuer, the Guarantor (in the case of Notes issued by an Issuer other than GE
Capital) or any Dealer.

Neither this Prospectus nor any other information supplied in connection with the Notes is intended to provide the basis of any credit or any
other evaluation and should not be considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of
this Prospectus or any other information supplied in connection with such Notes should purchase any of the Notes. Each investor
contemplating purchasing any of the Notes should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuers and the Guarantor. Neither this Prospectus nor any other information supplied in connection
with any Series of Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or any of the Dealers to any person to
purchase any Notes other than the Notes described in the relevant Final Terms relating thereto.

The delivery of this Prospectus does not at any time imply that the information contained herein concerning the Issuers or the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with any Series of Notes is correct as of
any time subsequent to the date indicated in the document containing the same. None of the Dealers undertakes to review the financial
condition or affairs of the Issuers or the Guarantor and their affiliates during the life of the Programme. Investors should review, inter alia, the
most recent financial statements of GE Capital when deciding whether or not purchase any of the Notes.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference"). This Prospectus shall, save as specified herein, be read and construed on the basis that such documents are so
incorporated and form part of this Prospectus.

The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuers, the
Guarantor or the Dealers represents that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by any Issuer, the Guarantor or any
Dealer which would permit a public offering of any Notes outside the European Economic Area or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances

iii

that will result in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will
be made on the same terms. Persons into whose possession this Prospectus or any Notes come must inform themselves about, and observe, any
such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the
European Economic Area and certain other jurisdictions. See "Plan of Distribution" below.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that, in the case of any
Tranche of Notes to be admitted to trading on the London Stock Exchange, the aggregate principal amount of Notes allotted does not
exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.

iv

TABLE OF CONTENTS
SUMMARY ..............................................................................................................................................................................
1
SUPPLEMENTARY PROSPECTUS .......................................................................................................................................
5
AVAILABLE INFORMATION ...............................................................................................................................................
5
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................
5
RISKS FACTORS.....................................................................................................................................................................
7
DESCRIPTION OF GE CAPITAL...........................................................................................................................................
13
DESCRIPTION OF GEC AUSTRALIA FUNDING................................................................................................................
19
DESCRIPTION OF GEC CANADA FUNDING .....................................................................................................................
21
DESCRIPTION OF GE CAPITAL EUROPEAN FUNDING..................................................................................................
23
DESCRIPTION OF GE CAPITAL UK FUNDING .................................................................................................................
25
USE OF PROCEEDS ................................................................................................................................................................
27
DESCRIPTION OF NOTES .....................................................................................................................................................
28
DESCRIPTION OF THE GUARANTEE .................................................................................................................................
53
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES.........................................................................
54
TAX CONSIDERATIONS .......................................................................................................................................................
57
AUSTRALIAN EXCHANGE CONTROLS AND OTHER AUSTRALIAN LIMITATIONS AFFECTING HOLDERS......
64
EUROPEAN UNION SAVINGS TAX DIRECTIVE...............................................................................................................
64
PLAN OF DISTRIBUTION......................................................................................................................................................
65
GENERAL INFORMATION....................................................................................................................................................
70
GLOSSARY..............................................................................................................................................................................
72
ANNEX A--FORM OF WHOLESALE FINAL TERMS........................................................................................................ A-1
ANNEX B--FORM OF RETAIL FINAL TERMS .................................................................................................................. B-1

v

SUMMARY

This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes should be based on a
consideration of the Prospectus as a whole, including the documents incorporated by reference. Following the implementation
of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area, no civil liability
will attach to the Responsible Persons in any such Member State solely on the basis of this summary, including any translation
thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a
claim relating to the information contained in this Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required
to bear the costs of translating the Prospectus before the legal proceedings are initiated. Words and expressions defined
under "Description of the Notes" below shall have the same meanings in this summary.
Issuers:
General Electric Capital Corporation ("GE Capital"), a corporation
incorporated in the state of Delaware U.S.A.. GE Capital offers diversified
financing and services primarily in North America, Europe and Asia. GE
Capital operates in four operating segments of General Electric Company: GE
Commercial Finance, GE Money, GE Industrial and GE Infrastructure.
GE Capital Australia Funding Pty. Ltd. ("GEC Australia Funding"),
incorporated in the state of Victoria, Australia. GEC Australia Funding is a
financing subsidiary of GE Capital for Australia and New Zealand.
GE Capital Canada Funding Company ("GEC Canada Funding"), an
unlimited liability company incorporated under the laws of the Province of
Nova Scotia, Canada. GEC Canada Funding is engaged in obtaining financing
in public markets to fund the operations of affiliated companies in Canada.
GE Capital European Funding and GE Capital UK Funding, public unlimited
companies incorporated in Ireland under the Companies Acts, 1963 to 2005.
GE Capital European Funding and GE Capital UK Funding provide financial
service activities, including obtaining financing in the capital markets for the
purposes of funding the operations of affiliated companies.
Guarantor:
Notes issued by an Issuer other than GE Capital will be unconditionally and
irrevocably guaranteed by GE Capital.
Dealers:
Barclays Bank PLC
Credit Suisse Securities (Europe) Limited
GE Money Bank
Goldman Sachs International
Merrill Lynch International
UBS Limited

Notes may also be issued to other dealers and to third parties other than
dealers.
Fiscal Agent and

Principal Paying Agent:
JPMorgan Chase Bank, N.A.
Distribution:
Notes may be distributed outside the United States to persons other than U.S.
persons (as such terms are defined in Regulation S under the Securities Act) by
way of private or public placement, in each case on a syndicated or non-
syndicated basis, subject to the selling restrictions described under "Plan of
Distribution".
Specified Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies as
may be agreed between the Company and the relevant Dealer(s) (as indicated
in the applicable Final Terms).
Issue Price:
Notes may be issued at an issue price which is equal to, less than or more than
their principal amount.

1

Form of Notes:
Notes will generally be issued in bearer form although Notes may also be
issued in registered form as specified in the applicable Final Terms.

Each Bearer Note will be represented initially by a temporary global Note,
without interest coupons, to be deposited with either a Common Safekeeper (if
the temporary global Note is intended to be issued in NGN form) or a
Common Depositary (if the temporary global Note is not intended to be issued
in NGN form) for Euroclear and Clearstream, Luxembourg, for credit to the
account designated by or on behalf of the purchaser thereof. The interests of
the beneficial owner or owners in a temporary global Note will be
exchangeable after the Exchange Date for an interest in a permanent global
Note to be held by either a Common Safekeeper (if the permanent global Note
is intended to be issued in NGN form) or a Common Depositary (if the
permanent global Note is not intended to be issued in NGN form) for
Euroclear and Clearstream, Luxembourg, for credit to the account designated
by or on behalf of the beneficial owner thereof, or for definitive Bearer Notes
or (if so provided in the applicable Final Terms) for definitive Registered
Notes; provided, however, that such exchange will be made only upon receipt
of ownership certificates. Global Notes will only be issued in NGN form with
respect to a Series of euro denominated Notes issued by GE Capital and/or
either of the Irish Issuers (if so specified in the applicable Final Terms), and
for the avoidance of doubt, GE Capital Australia Funding and GEC Canada
Funding will not issue Notes in NGN form.

If specified in the applicable Final Terms, Registered Notes may be issued by
the relevant Issuer. Each Final Terms relating to a Tranche of Registered Notes
will describe whether such Tranche will be issued in permanent global or
definitive registered form and any other provisions relating thereto.
Fixed Rate Notes:
The relevant Issuer will pay interest on Fixed Rate Notes on the dates specified
in the applicable Final Terms. Fixed interest on Notes will be calculated on the
basis of such Fixed Day Count Fraction (as defined under "Description of the
Notes Interest and Interest Rates") as may be set forth in the applicable
Final Terms.
Floating Rate Notes:
The relevant Issuer will pay interest on Floating Rate Notes on the dates
specified in the applicable Final Terms. Each Series of Floating Rate Notes
will have one or more interest rate bases as indicated in the applicable Final
Terms. Interest on Floating Rate Notes will be calculated on the basis of such
Floating Day Count Fraction (as defined under "Description of the Notes 
Interest and Interest Rates") as may be set forth in the applicable Final
Terms.

Interest Period(s) or Interest
Such period(s) or date(s) as may be indicated in the applicable Final Terms.
Payment Date(s) for Floating Rate
Notes:
Indexed Notes:
Notes may be issued with the principal amount payable at maturity, or interest
to be paid thereon, or both, to be determined with reference to the price or
prices of specified commodities or stocks, indices, formulae or other assets or
bases of reference as may be specified in such Note and the applicable Final
Terms. A supplementary Prospectus or a separate Prospectus comprising the
Registration Document, relevant Securities Note and a summary document (as
the case may be) will be used for the documentation of an issuance of Indexed
Notes.
Extendible Notes:
Notes may be issued with an Initial Maturity Date which may be extended
from time to time upon the election of the holders on specified Election
Date(s).
Dual Currency Notes:
Notes may be issued under which the relevant Issuer is permitted under certain
circumstances to pay principal, premium, if any, and/or interest, in more than
one currency or composite currency. The terms of any Dual Currency Notes

2

will be as set forth in the applicable Final Terms related to any such Notes.
Amortizing Notes:
Amortizing Notes are Fixed Rate Notes for which payments combining
principal and interest are made in instalments over the life of the Note.
Payments with respect to Amortizing Notes will be applied first to interest due
and payable thereon and then to the reduction of the unpaid principal amount
thereof. The terms of any Amortizing Notes, including the Amortization
Schedule, will be as set forth in the applicable Final Terms related to any such
Notes.
Original Issue Discount Notes:
Notes may be issued at more than a de minimis discount from the principal
amount payable at maturity. Certain additional considerations relating to
Original Issue Discount Notes may be described in the applicable Final Terms
relating thereto.
Redemption:
The Final Terms relating to each Tranche of Notes will indicate either that the
Notes of that Series cannot be redeemed prior to its stated maturity, or that
such Notes will be redeemable for taxation reasons or at the option of the
relevant Issuer and/or the Noteholders upon giving not more than 60 nor less
than 30 days irrevocable notice to the Noteholders or the relevant Issuer, as the
case may be, on a date or dates specified prior to such stated maturity and at a
price or prices and on such other terms as are indicated in the applicable Final
Terms; provided however, that Notes denominated in currencies other than
U.S. Dollars may be subject to different restrictions on redemption as described
in "Description of the Notes--Special Provisions Relating to Foreign
Currency Notes--Minimum Denominations, Restrictions on Maturities,
Repayment and Redemption".
Denomination of Notes:
Notes issued by an Irish Issuer will be subject to a minimum denomination of
1,000 (or the equivalent in another Specified Currency). In respect of Notes
issued by an Issuer other than an Irish Issuer, such denominations as may be
agreed between the relevant Issuer and the relevant Dealer(s) and as indicated
in the applicable Final Terms, subject to such minimum denominations as may
be allowed or required from time to time by any relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant Specified
Currency.
Taxation:
All payments with respect to the Notes will be made without withholding or
deduction for or on account of any taxes or other charges imposed by any
governmental authority or agency in the jurisdiction of the relevant Issuer or, if
applicable, the Guarantor, except as provided in "Description of the Notes--
Payment of Additional Amounts".
Status of the Notes:
Each Note will be unsecured and will be either a senior or a subordinated debt
obligation of the relevant Issuer. Notes which are senior debt obligations will
rank equally in right of payment with all other unsecured and unsubordinated
obligations of the relevant Issuer. Notes which are subordinated debt
obligations will rank junior in right of payment to all senior indebtedness as
specified in the applicable Final Terms, which will set forth the precise terms
of such subordination.
Status of the Guarantee:
Guarantees may be issued on either a senior or subordinated basis. Guarantees
issued on a senior basis will rank equally in right of payment with all other
unsecured and unsubordinated obligations of GE Capital. Guarantees issued on
a subordinated basis will rank junior in right of payment to all senior
indebtedness of GE Capital as specified in the applicable Final Terms, which
will set forth the precise terms of such subordination.

Rating:
The Notes of each Tranche issued under the Programme may be rated or
unrated. Where the Notes of a Tranche are rated, such rating (i) will be set out
in the Final Terms and (ii) will not necessarily be the same as the rating(s)
assigned to the Programme. A security rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, reduction or

3

withdrawal at any time by the assigning rating agency.
Listing and admission to trading:
Each Series of Notes may be admitted to the Official List and admitted to
trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market
and/or listed or admitted to trading on or by such other or additional stock
exchange(s), competent authority(ies) and/or market(s) or may be unlisted, in
each case as specified in the applicable Final Terms.
Governing Law:
New York Law.
Selling Restrictions:
The Notes have not been and will not be registered under the Securities Act
and may not be offered or sold within the United States to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act. In addition, Notes issued in bearer form are subject to
U.S. tax law requirements. For a description of certain restrictions on offers,
sales and deliveries of Notes in the United States, the European Economic
Area, Australia, Canada and certain other jurisdictions see "Description of the
Notes--Plan of Distribution".
Risk Factors:
There are certain factors that may affect the ability of the relevant Issuer and
the Guarantor to fulfill their respective obligations under Notes issued under the
Programme. Such factors include liquidity, credit and event risks. In addition,
there are certain factors which are material for the purpose of assessing the
market risks associated with the Notes issued under the Programme, including
the structure of a particular issue of Notes and risks related to the market
generally see "Risk Factors".

4

SUPPLEMENTARY PROSPECTUSES
For so long as any Notes remain outstanding, each Issuer will, in the event of any significant new factor, material mistake or
inaccuracy relating to the information included in this Prospectus which is capable of affecting an Investor's assessment of
Notes issued under this Programme pursuant to this Prospectus or any material adverse change in the business or financial
condition of any such Issuer (or in the case of Notes issued by an Issuer other than GE Capital, the Guarantor) or material
change in the terms and conditions of the Notes (as set out below under "Description of Notes") or the Programme, in each
case that is not reflected in this Prospectus, prepare a supplement to this Prospectus or publish a new Prospectus for use in
connection with any issue of Notes. If the terms of the supplement modify or amend this Prospectus in such a manner as to
make this Prospectus, as so supplemented, inaccurate or misleading, a new Prospectus will be prepared.

AVAILABLE INFORMATION
GE Capital is subject to the informational reporting requirements of the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act") and in accordance therewith files reports and other information with the Commission. Such
reports and other information can be viewed, and copies can be obtained at, the Public Reference Room of the Commission at
100 F Street, N.E., Room 1580, Washington, D.C. 20549, U.S.A. at prescribed rates. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file
electronically with the Commission, including GE Capital. Reports and other information concerning GE Capital (including
those documents incorporated by reference herein (see "Documents Incorporated by Reference")) can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, U.S.A., on which certain of GE
Capital's securities are listed, or on the internet at www.ge.com/en/company/investor/secfilings.htm. Copies are also available,
without charge, from GE Corporate Investor Communications, 3135 Easton Turnpike, Fairfield, CT06828-0001, U.S.A. For
the avoidance of doubt, the information referred to in this paragraph (other than those documents incorporated by reference
herein (see "Documents Incorporated by Reference")) is not incorporated by reference into, and does not form part of, this
Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

The Annual Report on Form 10-K of GE Capital for the fiscal year ended December 31, 2006 filed with the Commission on
February 27, 2007 ("Form 10-K") (excluding the documents listed as Exhibits in Part IV, Item 15, on pages 76-79 of such
Form 10-K), which has previously been published and filed with the Commission and which has been filed with the Financial
Services Authority, shall be deemed to be incorporated in, and to form part of, this Prospectus.

Unless otherwise specified in any supplement to this Prospectus, any document incorporated by reference herein excludes
exhibits or other any documents incorporated by reference into such document.
Any statement contained in a document, all or a portion of which is deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

The following documents, which documents may be produced or issued from time to time after the date hereof, shall be
deemed to be incorporated in, and to form part of, this Prospectus, upon publication (although all such documents will not form
part of this base prospectus for the purposes of Article 5.4 of the Prospectus Directive):

(a)
the most recent annual report on Form 10-K of GE Capital filed with the Commission; and
(b)
any other reports filed by GE Capital with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, and the rules and regulations thereunder subsequent to the date of the financial statements
included in the annual report on Form 10-K referred to in sub-paragraph (a) above including, without limitation,
any quarterly report on Form 10-Q;
provided, however, that GE Capital is not incorporating by reference herein any information furnished to the Commission
under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

This Prospectus should be read and construed with any amendment or supplement hereto and with any other document
incorporated by reference herein and, in relation to any Series should be read and construed together with the relevant Final
Terms.

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