SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GENERAL ELECTRIC CAPITAL CORP (Last) (First) (Middle) 260 LONG RIDGE ROAD (Street) STAMFORD CT 06927 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CASTLE DENTAL CENTERS INC [ CASL.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/14/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	06/14/2004		U(2)			5,644	05/15/2003	(3)	Common Stock	11,761,447	$327.59(2)	0	D
Series A-1 Convertible Preferred Stock	(4)	06/14/2004		U(5)			119,520	07/19/2002	(3)	Common Stock	21,834,324	$28.72(5)	0	D
Warrant for A-2	$0.001(6)	06/14/2004		U(7)			1(6)	07/19/2002	07/19/2012	Common Stock	2,006,595	$315,425.75(7)	0	D

1. Name and Address of Reporting Person* GENERAL ELECTRIC CAPITAL CORP (Last) (First) (Middle) 260 LONG RIDGE ROAD (Street) STAMFORD CT 06927 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GENERAL ELECTRIC CAPITAL SERVICES INC/CT (Last) (First) (Middle) 260 LONG RIDGE ROAD (Street) STAMFORD CT 06927 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GENERAL ELECTRIC CO (Last) (First) (Middle) 260 LONG RIDGE ROAD (Street) STAMFORD CT 06927 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series B Preferred Stock ("Series B") was convertible into the number of shares of Castle Dental Centers, Inc. ("Company") Common Stock determined by dividing 100 by 0.04798729 initially, or 2,083.9 shares of Company Common Stock, subject to adjustment in accordance with the terms provided in the Certificate of Designations, Rights and Preference of Series B Preferred Stock of the Company.

2. The disposition reported herein occurred on June 14, 2004, in conjunction with a merger between the Company, Bright Now! Dental, Inc. and Drawbridge Acquisitions, Inc. (the "Merger"). Upon consummation of the Merger, each share of Series B held by General Electric Capital Corporation ("GECC") converted into the right to receive a cash payment, without interest, equal to the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series B was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $1,848,899.47.

3. The Series B and the Series A-1 Convertible Preferred Stock ("Series A-1") have no expiration date.

4. Each share of Series A-1 was convertible into the number of shares of Company Common Stock determined by dividing 100 by 0.547395001 initially, or 182.7 shares of Company Common Stock, subject to adjustment in accordance with the terms provided in the Certificate of Designations, Rights and Preference of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Company (the "Series A Certificate of Designation").

5. Upon consummation of the Merger, each share of Series A-1 held by GECC converted into the right to receive a cash payment, without interest, equal to the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series A-1 was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $3,432,355.73.

6. This warrant was exercisable for 10,984 shares of Series A-2 Convertible Preferred Stock ("Series A-2") of the Company, which was convertible into the number of shares of Company Common Stock determined by dividing 100 by 0.547395001 initially, or 182.7 shares of Company Common Stock, subject to adjustment in accordance with the Series A Certificate of Designation.

7. Pursuant to the Merger and upon the payment of the exercise price of $0.001 per share of Series A-2 into which the Warrant was exercisable, the Warrant reported herein was converted into the right to receive a cash payment, without interest, equal to the number of shares of Series A-2 into which the Warrant was exercisable, multiplied by the product of $0.1572 multiplied by the number of shares of Company Common Stock into which such share of Series A-2 was convertible at the time of the Merger, for aggregate consideration upon disposition equal to $315,425.75.

	General Electric Capital Corporation, by /s/ Frederick E. Wolfert, Vice President	06/16/2004
	General Electric Capital Services, Inc., by /s/ Barbara Lane, Attorney-in-Fact	06/16/2004
	General Electric Company, by /s/ Barbara Lane, Attorney-in-Fact	06/16/2004
	** Signature of Reporting Person	Date
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