S-8 POS

As filed with the Securities and Exchange Commission on July 13, 2000

Registration No. 333-74415

Securities and Exchange Commission
Washington, D.C. 20549

Post-Effective Amendment No. 2
to
Form S-8
Registration Statement
Under
The Securities Act of 1933

General Electric Company
(Exact name of registrant as specified in its charter)

New York	14-0689340
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)

Various Existing and Future GE or Affiliate Benefit and Compensation Plans
(Full titles of the Plans)

Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)

(203) 373-2243
(Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to public:
From time to time following the effectiveness of this registration statement

Amendment No. 2

          This Amendment No. 2 to the Registration Statement on Form S-8 is being filed for the purpose of adding a signature for a new plan offering GE common stock and plan interests to employees of a GE affiliate. This Amendment No. 2 incorporates by this reference the contents of the Registration Statement on Form S-8 (File no. 333-74415) filed on March 15, 1999 (the "Original Filing") and Amendment No. 1 thereto (filed March 17, 2000), each to the extent not inconsistent with this Amendment No. 2.

With this filing, the following plans are covered by this Registration Statement, each with the respective number of shares allocated from the aggregate amount originally registered, and also shown as adjusted for the 3-for-1 stock split effective April 27, 2000:

Plan Name	Date Added	Pre-Split Shares Allocated	Post-Split Shares Allocated
General Electric Company Directors' Compensation Plan	3/15/99	50,000	150,000
GE Industrial Systems Solutions 401(k) Savings Plan	3/15/99	200,000	600,000
Japan Employees' Share Purchase Program	3/15/99	100,000	300,000
Total Control Products, Inc. 401(k) and Profit Sharing Plan	3/17/00	100,000	300,000
Advanced Services, Inc. Employee Savings and Retirement Plan	7/13/00	100,000	300,000
Unallocated	n/a	1,650,000	4,950,000
Total Registered		2,200,000	6,600,000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

General Electric Company (the "Company") by this reference hereby incorporates into this Registration Statement the following documents filed by the Company:

1. The Company's Annual Report on Form 10-K for the year ended December 31, 1999.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
3. The Company's Current Report on Form 8-K dated April 27, 2000.
4. The description of the Company's Common Stock contained in the Registration Statement on Form S-4 (File No. 333-40052).
5. The Annual Reports on Form 11-K of those plans obligated to file such reports, for the most recent year.

In addition, all documents filed by the Company pursuant to pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Item 5. Interests of Named Experts and Counsel

The Company's Corporate Counsel, Robert E. Healing, has passed upon the validity of the shares issued under the plans identified above. Mr. Healing beneficially owns or has rights to acquire an aggregate of less than 1% of the Company's common stock.

Item 6. Indemnification of Directors and Officers.

Incorporated by reference to the Original Filing.

Item 8. Exhibits.

See Exhibit Index.

The registrant will submit or has submitted the qualified plans registered hereby, and any amendments thereto, to the Internal Revenue Service in a timely manner and has made or will make all changes required by the IRS in order to qualify the plans.

Item 9. Undertakings.

Incorporated by reference to the Original Filing.

Signatures

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing the Amendment No. 2 on Form S-8, and has duly caused this Registration Statement for Various Existing and Future GE or Affiliate Benefit and Compensation Plans on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on July 13, 2000.

GENERAL ELECTRIC COMPANY

By: /s/ Robert E. Healing, 
Attorney-in-Fact, Associate Secretary 
and Corporate Counsel

The Plans.

GE Industrial Systems Solutions 401(k) Savings Plan

Total Control Products, Inc. 401(k) and Profit Sharing Plan

Advanced Services, Inc. Employee Savings and Retirement Plan

          Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the plans) have duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fairfield, State of Connecticut, on July 13, 2000.

By: /s/ Janet Bedol, Attorney-in-Fact 
and Associate Securities Counsel

 

Exhibit Index

Exhibit 4:	Restated Certificate of Incorporation and By-laws of the Registrant, incorporated by reference to Exhibit 3 to the Registrant's Current Report on Form 8-K filed April 27, 2000.
Exhibit 5	Opinion of Robert E. Healing*
Exhibit 23(a):	Consent of KPMG LLP**
Exhibit 23(b):	Consent of Robert E. Healing (included in Exhibit 5)*
Exhibit 24(a):	Power of Attorney of certain Officers and Directors of GE relating to Affiliate Benefit Plans*
Exhibit 24(b):	Power of Attorney of certain Officers and Directors of GE relating to Directors' Compensation Plan*
Exhibit 24(c)	Power of Attorney of Keith Sherin, filed with Original Filing and inadvertently omitted from the Exhibits for Amendment No. 1*
Exhibit 24(d)	Power of Attorney of Plan Fiduciary relating to Total Control Products, Inc. 401(k) and Profit Sharing Plan, filed as Exhibit 24(c) to Amendment No. 1*
Exhibit 24(e)	Power of Attorney of Plan Fiduciary relating to Advances Services, Inc. Employee Savings and Retirement Plan**

* Filed previously

** Filed electronically herewith.

EX-23.A

Exhibit 23(a)

Consent of Independent Auditors

The Board of Directors
General Electric Company:

We consent to the use of our report incorporated by reference in the Post-Effective Amendment No. 2 to the Registration Statement (No. 333-74415) on Form S-8 of General Electric Company, which report dated February 4, 2000, relates to the statement of financial position of General Electric Company and consolidated affiliates as of December 31, 1999 and 1998 and the related statements of earnings, changes in share owners' equity and cash flows for each of the years in the three-year period ended December 31, 1999 and appears in the December 31, 1999 annual report on Form 10-K of General Electric Company.

/s/ KPMG LLP

Stamford, Connecticut

July 13, 2000

EX-24.E

Exhibit 24(e)

POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint the General Electric Company Corporate Counsel, Associate Corporate Counsel and Associate Securities Counsel, and each of them acting individually, his true and lawful attorneys-in-fact and agents, each with power to act without the other and full power of substitution and resubstitution, to execute, sign, deliver and file, for and on his behalf, and in his name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (or other appropriate form) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and any other documents in support thereof, in substitution thereof or supplemental or amendatory thereto, with respect to the registration of shares of General Electric Company Common Stock, par value $.06 per share, issued pursuant to the Advanced Services, Inc. Employee Savings and Retirement Plan (the "Plan"), hereby granting to such attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing whatsoever as such attorney-in-fact or attorneys-in-fact may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in any and all capacities, hereby ratifying and confirming all acts and things which such attorney-in-fact or attorneys-in-fact or their agents may do or cause to be done by virtue of this power of attorney.

            IN WITNESS WHEREOF, the undersigned has executed this power of attorney on behalf of the Plan as of the 1st day of July, 2000.

Advanced Services, Inc. Employee Savings 
and Retirement Plan

/s/ Edward Faulstick
By: Edward Faulstick