PROSPECTUS                    Pricing Supplement No. 1828
Dated April 1, 1994           Dated April 5, 1994
PROSPECTUS SUPPLEMENT         Rule 424(b)(3)-Registration Statement No. 33-58506
Dated April 1, 1994           Rule 424(b)(3)-Registration Statement No. 33-58508


                      GENERAL ELECTRIC CAPITAL CORPORATION
                            GLOBAL MEDIUM-TERM NOTES
                               (FIXED RATE NOTES)
                                    (OPR-5)

Series:  A/x/  B/ / C/ /

Principal Amount (in Specified Currency): US$100,000,000

If principal amount is stated in other than
U.S. dollars, equivalent amount in U.S. dollars: N/A

Maturity Date: April 13, 2009

Interest Rate Per Annum: See "Description of Notes" below

Settlement Date (Original Issue Date): April 13, 1994

Interest Payment Date(s):

          Series A Notes:          / /  March 15 and September 15 of each year
                                   /x/  Other: See "Description of Notes" below

          Series B or C Notes:     / /  September 15 of each year
                                   / /  Other: 
                                               ------------------

Form of Notes (Series A only):     /x/  DTC registered / /  non-DTC registered

A checkmark  here  / /  indicates  that  none of  the  terms on  page  S-2  are
applicable to the Notes.

Distribution Information: 



                         Price to Public(1)      Underwriting Discount        Proceeds to
                                                                             Company(1)(2)
                                                                     
 Per Note  . . . . . .         100%                      0.35%                  99.65%
 Total   . . . . . . .     $100,000,000                 $350,000              $99,650,000

(1)  Plus accrued interest, if any, from the Original Issue Date.
(2)  Before deducting de minimis expenses payable by the Company.



     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.

     The Notes are  offered by the Underwriter, subject to prior sale, when, as
and  if issued  to and  accepted  by the  Underwriter, subject  to  approval of
certain legal matters by counsel for the Underwriter.  The Underwriter reserves
the right to reject orders in  whole or in part.  It is  expected that delivery
of  the Global  Note will  be  made through  the book-entry  facilities  of the
Depositary on or about April 13, 1994.



Repayment, Redemption and Acceleration
- --------------------------------------

     See "Description of Notes" below.

Original Issue Discount: N/A
- -----------------------

     Amount of OID: $   .   of each $1,000.00 of principal
                     --- --

     Yield to Maturity:       %
                        ------

     Issue Date: 

     Initial Accrual Period OID: 

Additional Terms
- ----------------

     Additional information relating to the Notes follows.

                                      S-2

     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES  OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN  MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

                              DESCRIPTION OF NOTES

     The following  description of  the particular terms  of the  Notes offered
hereby  supplements the  description of  the general  terms and  provisions set
forth in the Prospectus  and the Prospectus Supplement dated April  1, 1994, to
which description reference  is hereby made.   Capitalized  terms used in  this
Pricing  Supplement which  are  defined  in the  Prospectus  or the  Prospectus
Supplement referred to above shall have the meanings assigned to them therein.

     The Notes will mature on April 13, 2009  (the "Maturity Date") and will be
limited to  $100,000,000 aggregate principal amount.   The rate of  interest on
the Notes from  April 13, 1994 to  but excluding April  13, 1999 (the  "Trigger
Date")  will be 6.94% per annum  and, thereafter, the rate  of interest will be
8.31% per annum.  Each Note will bear interest from April 13,  1994 or from the
most recent interest payment date to  which interest has been paid, payable  on
October 13 and April  13 in each year (each such date  being referred to herein
as  an  "Interest Payment  Date"),  commencing  October 13,  1994,  and  on the
Maturity Date, to the person in whose name such Note is registered at the close
of business on September 28 or March 29 (whether or not a Business Day), as the
case may  be, preceding  such Interest Payment  Dates; provided,  however, that
interest payable on  the Maturity Date  will be payable  to the person to  whom
principal is payable.   Unless a holder makes a written election to continue to
hold  its  Note, or  any portion  thereof  which is  a  multiple of  $1,000, as
described  below, such Note will be  repaid on the Trigger  Date at 100% of its
principal amount, together with accrued interest.  The Notes are not redeemable
at the option of the Company prior to the Maturity Date; however, the Notes may
be purchased from the holders thereof (including any holders making an election
to continue to hold their Notes as described below) on the Trigger Date at 100%
of the  principal amount thereof  pursuant to the  exercise of  option purchase
rights  and related  mandatory  purchase arrangements  described  below.   Such
rights will initially be  held by the Company  but the Company intends to  sell
such rights to  a limited number of institutional  investors promptly following
completion of  the  sale of  the Notes.    See "Right  to Purchase  the  Notes;
Mandatory Purchase Arrangements" below. Because  of the existence of the option
purchase  rights relating  to the Notes,  it is  unlikely that a  holder of the
Notes  who has made such written election will  be able to continue to hold the
Notes after the Trigger Date  if market conditions make the yield  on the Notes
attractive to holders of the option purchase rights.

     The  Notes will  be  issued in  fully registered  form without  coupons in
denominations of $1,000 and integral multiples thereof.

ELECTION TO CONTINUE TO HOLD NOTES; REPAYMENT ON TRIGGER DATE

      Unless the holder of a Note makes a written  election to continue to hold
its Note,  or any portion thereof which is a multiple of $1,000, such Note will
either be (i)  repaid on the Trigger  Date by the Company or  (ii) purchased on
the Trigger Date by an Option Purchaser (as defined below) exercising its right
to purchase such  Note.  Notwithstanding an election to continue to hold a Note
by the holder thereof, a Note may be purchased on the Trigger Date by an Option
Purchaser  exercising  its  right to  purchase  such  Note if  such  Note  is a
Mandatory Purchase  Note  (as defined  below).   The  holder  of a  Note  will,
therefore, only  continue to hold  its Note after  the Trigger Date if  (i) the
holder  elects to  continue to  hold such  Note  and (ii)  such Note  is not  a
Mandatory Purchase Note.

     In order  for the  holder's election  to continue  to hold  a  Note to  be
effective, the Company must receive, at the office of The Chase  Manhattan Bank
(National Association) (the "Paying Agent"), during the period
                                      S-3

commencing February 13, 1999 and ending  on the close of business on March  13,
1999 (or, if March 13, 1999 is not a Business Day, the next succeeding Business
Day) a  telegram, facsimile transmission or letter from  a member of a national
securities exchange or from  a member of the National Association of Securities
Dealers, Inc.  or a commercial  bank or  a trust company  in the United  States
setting forth  (a) the name, address and telephone number of the holder of such
Note, (b)  the principal amount of  such Note and  the amount of such  Note the
holder is electing to continue to hold and (c) a statement that the election to
continue to hold is being exercised thereby.  Owners of beneficial interests in
the Global  Note can  only elect  to continue  to hold  such interests  through
participants in the Depositary as described below.  The election to continue to
hold  a Note  by the  holder  thereof will  be irrevocable.    Accrued interest
payable on April 13, 1999 on the Notes to be repaid by the Company will be paid
to the Depositary,  as registered holder on  the preceding March 29,  1999, and
will  be  credited  to the  accounts  of  participants  in  the  Depositary  in
proportion to the  respective holdings  of the  Notes.  Notes  acquired by  the
Company upon repayment as described above will be  cancelled and will thereupon
cease to be outstanding under the Indenture.

     All questions as to the  validity, eligibility (including time of receipt)
and acceptance of any election to continue to hold a Note will be determined by
the Paying Agent, whose determination will be final and binding.

     The Company will  comply with any applicable tender  offer rules under the
Securities Exchange Act of 1934 in connection  with the election of the holders
of the Notes to continue to hold the Notes after the Trigger Date.

     As long as  the Notes are represented  by a Global Note,  the Depositary's
nominee will be the holder of the  Notes and therefore will be the only  entity
that can elect  to continue to hold  Notes.  Accordingly, owners  of beneficial
interests in  a Global  Note must  make an  election to  continue to hold  such
interests through  procedures of the  Depositary and not by  directly notifying
the Paying Agent.  Notice  by the Depositary's participating organizations (the
"Participants") or  indirect participants or by owners  of beneficial interests
in a Global Note held through such Participants or indirect participants of the
exercise of  the election  to continue  to hold beneficial  interests in  Notes
represented  by  a  Global Note  must  be  transmitted  to  the  Depositary  in
accordance  with its  procedures  on  a form  required  by  the Depositary  and
provided to  Participants.  The Trustee and the  Paying Agent are only required
to treat  the registered owners of  the Global Note  as the legal owner  of the
Global Note for all  purposes under the Indenture.  In order to ensure that the
Depositary's nominee will  timely elect to continue to hold a particular Global
Note, the  beneficial owner  of such  Note must  instruct the  broker or  other
Participant or indirect participant through which it  holds an interest in such
Note to notify the  Depositary of its desire to elect to  continue to hold such
interest in  sufficient time under  the Depositary's procedures to  ensure that
the  broker or  other Participant  or indirect  participant may  timely deliver
notice to the  Depositary.   Different firms have  different cut-off times  for
accepting instructions from  their customers and, accordingly,  each beneficial
owner should  consult the broker  or other Participant or  indirect participant
through which it holds an interest in a  Note in order to ascertain the cut off
time by which such  an instruction must be given in order  for timely notice to
be delivered to the Depositary.  The  Company will not be liable for any  delay
in delivery to  the Paying Agent  of notices  of election to  continue to  hold
Notes.

RIGHT TO PURCHASE THE NOTES; MANDATORY PURCHASE ARRANGEMENTS

     The Notes will be issued  subject to the right of the Company  to purchase
any  Notes (or any  portion thereof in  increments of $1,000)  from the holders
thereof on the Trigger Date  at 100% of their principal  amount.  The right  to
purchase the Notes (the "Option Purchase Rights") will be transferable in whole
or in part,  and the Company intends  to sell the  Option Purchase Rights to  a
limited number of institutional investors promptly  following completion of the
sale of the Notes.  Thereafter, the holders of such Option Purchase Rights, and
not the  Company, will  have the  ability to  purchase Notes  from the  holders
thereof.    The Company  will  have  no  responsibility respecting  payment  or
delivery arrangements upon exercise, which will be effected for the holders  by
the Exchange  and Transfer  Agent named below.   The  Company expects  that any
offer and sale of the  Option Purchase Rights will be made in  reliance upon an
exemption from the registration
                                      S-4

requirements of the Securities Act of  1933 (the "1933 Act") for a  transaction
which does not involve a public offering.  Such placement may be made to one or
more  institutional  investors  after  the  sale  of  the  Notes  in  privately
negotiated  transactions.   Following the  sale thereof,  the Company  will not
acquire or  exercise, directly  or indirectly, through  an affiliate,  agent or
otherwise, any  Option Purchase  Rights.  The  Option Purchase  Rights are  not
offered hereby.

     In order  to exercise an  Option Purchase  Right, the holder  thereof (the
Company or  any third party  holder in such  capacity being  referred to as  an
"Option Purchaser"),  must  deliver  to  The  Chase  Manhattan  Bank  (National
Association) (in  such capacity the  "Exchange and Transfer Agent"),  not later
than March 13,  1999 (i) the certificate evidencing such Option Purchase Rights
with the  Notice of  Exercise on the  reverse thereof  duly completed  and (ii)
immediately available funds equal to 100% of  the principal amount of the Notes
specified in such  Notice of Exercise.   The Exchange and Transfer  Agent shall
hold any amounts  so received from the  Option Purchaser(s) for the  benefit of
the holders  of the Notes  and shall invest any  such amounts only  in Eligible
Assets from  the date  of  receipt thereof  to the  Business Day  prior to  the
Trigger Date.   "Eligible Assets" consist  of (i) U.S. Treasury  securities and
(ii)  commercial paper rated  in the  highest rating  category of  a nationally
recognized statistical  rating organization,  in each  case maturing  not later
than noon  on the Business Day immediately preceding  the Trigger Date.  Income
from the investment of  funds received by the Exchange and  Transfer Agent from
Option Purchasers  in Eligible Assets  as described  above will be  remitted to
such Option Purchasers  on the first Business  Day following the Trigger  Date.
Each Option Purchaser  will bear the risk  of loss on funds  deposited with the
Exchange  and Transfer  Agent from the  date of  deposit with the  Exchange and
Transfer Agent until the  funds are remitted to the holder of Notes or remitted
to the Option Purchasers, as the case may be.

     As  soon as practicable  after March 13,  1999, the  Exchange and Transfer
Agent shall determine the respective principal amounts of Notes (i)  covered by
duly exercised  Option Purchase Rights  and (ii) as  to which holders  have not
elected to  continue to hold as described above  under "Election to Continue to
Hold Notes; Repayment on Trigger Date."   Exercised Option Purchase Rights will
first be satisfied by the transfer  of Notes as to which holders have  not made
an election to continue to hold (i.e.  Notes that would otherwise be repaid  on
the Trigger Date),  and the Exchange and  Transfer Agent will pay  such holders
from funds  deposited in respect of  exercised Option Purchase  Rights, 100% of
the principal amount of such Notes.  In the event that the  aggregate principal
amount of Notes as  to which holders have  not made an election to  continue to
hold  exceeds the  amount necessary  to satisfy  all exercised  Option Purchase
Rights, such  Notes remaining  after the satisfaction  of all  exercised Option
Purchase Rights will be  repaid by the Company at 100%  of the principal amount
of such Notes, plus accrued interest.  

     In  the  event that  the aggregate  principal amount  of Notes  covered by
exercised  Option Purchase  Rights  exceeds the  aggregate principal  amount of
Notes as  to which holders have not made an  election to continue to hold (i.e.
Notes that would  otherwise be repaid  on the Trigger  Date), the Exchange  and
Transfer Agent will, as promptly as practicable (but in no event later than the
25th calendar  day preceding  the Trigger  Date) instruct  the Paying  Agent to
select by  lot or such other  means as it  shall deem fair and  appropriate the
Notes, or portions  thereof in increments  of $1,000 principal  amount, in  the
amount  of such shortfall (the "Mandatory Purchase Notes") to be purchased from
the holders  thereof by  exercising holders  of Option  Purchase  Rights.   The
Exchange and Transfer Agent will instruct  the Paying Agent to mail to  holders
of  the Mandatory Purchase  Notes a written  notice not later  than 20 calendar
days prior to  the Trigger Date.   Such  notice shall set  forth the  principal
amount  of Mandatory Purchase  Notes required to  be presented by  such holder,
that on surrender  of the Mandatory Purchase  Notes at the principal  office of
the Exchange and Transfer Agent  the holder will receive payment of 100% of the
principal  amount thereof,  and  that  on the  Trigger  Date  ownership of  the
Mandatory Purchase Notes will be  transferred to the relevant Option Purchasers
without any further action required from the holder of such  Mandatory Purchase
Notes.    Holders  of  Mandatory  Purchase Notes  constituting  less  than  the
principal amount of the  Notes held by them  will continue to hold their  Notes
not  subject  to  mandatory purchase.    Such  new Notes  will  continue  to be
represented by a Global Note.  By accepting a Note the holder thereof will
                                      S-5

be  deemed to  have agreed  to, and  will be  bound  by, the  provisions hereof
respecting such purchase and transfer arrangements.

     The exercise of Option Purchase  Rights and the related purchase of  Notes
will not  constitute a  repayment or redemption  of the  related Notes  and the
indebtedness  evidenced  thereby  shall remain  outstanding  for  all purposes.
Because interest rate movements or other conditions or developments which would
make  ownership of the  Notes attractive to  an Option Purchaser  would also be
likely to cause holders to elect to continue to hold Notes, it is unlikely that
the principal amount  of Notes as to which Option Purchase Rights are exercised
will be  available without application  of the mandatory  purchase arrangements
described above.  Holders of  Option Purchase Rights may be  pursuing financial
or other  strategies when  deciding whether  to exercise  such rights that  may
differ from  the financial strategies  the Company  would have pursued  had the
Company retained the Option Purchase Rights.

     Merrill Lynch, Pierce,  Fenner & Smith Incorporated ("Merrill  Lynch") has
offered to purchase  from the Company, as principal, the Option Purchase Rights
with respect to all of the Notes.   Merrill Lynch has advised the Company  that
it may hold  such Option Purchase  Rights for its  own account or  that it  may
resell some  or all of  the Option Purchase  Rights to  qualified institutional
buyers (as defined in Rule 144A under the 1933 Act) at varying  prices relating
to prevailing market prices  at the time of resale.  The Company is considering
Merrill  Lynch's offer.  Merrill Lynch's obligation  to purchase the Notes from
the Company as  described below under "Underwriting" is not  conditioned on the
acceptance, in  whole or  in part,  of its  offer to  purchase Option  Purchase
Rights.

SAME-DAY SETTLEMENT AND PAYMENT

     Settlement for the  Notes will be made  by the Underwriter in  immediately
available  funds.  All payments of  principal and interest will  be made by the
Company (or  in the event  of exercise  of any Option  Purchase Rights,  by the
Exchange and Transfer Agent) in immediately available funds.

     Secondary  trading in long-term notes  and debentures of corporate issuers
is  generally settled in  clearinghouse or  next-day funds.   In  contrast, the
Notes will  trade in  the Depositary's Same-Day  Funds Settlement  System until
maturity,  and secondary market trading activity in the Notes will therefore be
required  by the  Depositary to  settle  in immediately  available  funds.   No
assurance can be given as to  the effect, if any, of settlement in  immediately
available funds on trading activity in the Notes.

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The  following  information  replaces  the  statements  contained  in  the
Prospectus Supplement,  dated April 1,  1994, under the caption  "United States
Tax Considerations."

      The  following is a summary of the principal United States federal income
tax  consequences  of  ownership  and  disposition  of  the  Notes  to  initial
purchasers  of the Notes.   This summary is  based upon the  advice of James M.
Kalashian, Esq., General  Tax Counsel of General Electric  Capital Corporation,
Tax  Counsel to  the  Company, which  advice is  based upon  laws, regulations,
rulings and decisions now in effect (or, in the case of certain regulations, in
proposed   form),  all   of  which   are   subject  to   change  or   differing
interpretations.  The discussion below does not purport to deal with all of the
United States federal income tax  consequences applicable to all potential Note
Holders  (such  as  financial  institutions,  insurance  companies,  tax-exempt
investors, dealers  in securities,  investors  that do  not hold  the Notes  as
capital assets, and investors holding Notes as part of a hedging transaction or
as a position  in a "straddle" for tax  purposes).  It also does  not deal with
holders other than  U.S. Holders (as defined  below).  The tax  consequences of
certain aspects of  the Notes are uncertain  because of the lack  of applicable
legal precedent and the possibility of changes in law.  Persons considering the
purchase  of  a  Note should  consult  their own  tax  advisors  concerning the
application of
                                      S-6

United States federal, state, local and any other income and estate tax laws to
their particular situations as well as any consequences arising under  the laws
of any other taxing jurisdiction.

     As used herein, the term "U.S. Holder" means a beneficial owner of  a Note
that  is  for United  States  federal income  tax  purposes: (i)  a  citizen or
resident of the United States, (ii) a corporation, partnership  or other entity
created or  organized in  or under  the laws  of the  United States  or of  any
political subdivision thereof, (iii) an estate or  trust the income of which is
subject to United States  federal income taxation regardless  of its source  or
(iv) any  other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business.

     Under general principles  of current United States federal  income tax law
and the  Internal Revenue Code of 1986, as  amended (the "Code"), interest on a
Note is  included in income  when it  is paid  or accrued depending  on a  U.S.
Holder's method of  accounting for  tax purposes.   In  addition, the  original
issue discount ("OID") provisions of the Code require that any OID on a Note be
included in income on a  constant yield to maturity method (for both  a cash or
accrual method  taxpayer) prior  to the  receipt of cash  attributable to  such
income.   There is at present some  uncertainty under the applicable provisions
of current law  concerning the proper tax reporting of interest with respect to
a debt instrument, such as the Notes, which provides for different  fixed rates
of interest for different periods.  

     The Treasury Department, however, issued final regulations  on January 27,
1994 pursuant to  the OID provisions of the Code (the  "OID Regulations").  The
OID  Regulations, which  replaced  certain  proposed  original  issue  discount
regulations that  were issued on  December 22,  1992, generally  apply to  debt
instruments issued on  or after April  4, 1994 and,  therefore, by their  terms
they would apply to  the Notes.  The OID Regulations  generally provide that an
issuer will be treated as exercising an option provided by a debt instrument to
accelerate the  maturity of  the instrument  if such  exercise would  lower the
instrument's overall  yield to maturity.   Although the Option  Purchase Rights
would permit the Company to accelerate the maturity of the Notes and thus lower
their  overall yield, the OID Regulations do not expressly indicate whether the
deemed exercise rule  applies to an option, such as the Option Purchase Rights,
that, although  held initially by the  issuer, are intended to  be subsequently
transferred to and exercised by a third party.

     The  Company currently intends, for purposes of determining its deductible
interest expense  and reporting interest income  to U.S. Holders,  to treat the
Notes and  Option Purchase Rights as subject to the deemed exercise rule of the
OID Regulations.  On this basis, the  Notes would be presumed to mature on  the
Trigger Date and the stated  interest on the Notes for  each year would be  the
amount of deductible  interest expense and the  amount of interest income  to a
U.S. Holder to be reported in accordance with its regular method of accounting.
Consistent with this  approach, the Notes would  not be treated as  issued with
OID.  In addition,  if the Option Purchase Rights were  not, in fact, exercised
on the Trigger Date, and a U.S. Holder made an election to continue to hold its
Note, such U.S.  Holder's Note would be treated as reissued on the Trigger Date
for its adjusted  issue price, which would be the Note's stated offering price.
The reissued Note would  also not have OID, leaving  the U.S. Holder to  report
subsequent interest payments on  the Note in accordance with its regular method
of accounting.

     The Company reserves the  right to change its tax reporting  method in the
event  of a  change  in or  clarification  of  law or  a  revision of  the  OID
Regulations.  Moreover, there can be  no assurance that the Company's  intended
treatment  of  the  Notes  would  be  accepted  by the  tax  authorities.    In
particular, if the Notes and Option Purchase Rights were not treated as subject
to  the deemed exercise  rule described above,  the Maturity Date  of the Notes
would be respected as their maturity date and the increase in the Notes' stated
interest after  the Trigger Date  would be taken  into account for  purposes of
determining OID.  Under  the OID Regulations, a  debt instrument that  provides
for a fixed interest  rate for a stated period followed by  a higher fixed rate
for a later period  will generally be considered to  be issued with OID to  the
extent of interest in  excess of the lower  coupon rate.  This amount  would be
included  in a  U.S. Holder's  gross income  over the entire  life of  the debt
instrument (including the first five years the Note is outstanding) as OID.  If
on the Trigger Date a
                                      S-7

U.S. Holder did not  make an election to continue to hold the  Notes, or if the
Option  Purchase Rights  were exercised, a  U.S. Holder would  have received no
payments in respect  of the OID inclusions required on the Notes, although such
inclusions would increase the U.S. Holder's adjusted tax basis in the Notes for
purposes of determining  gain or loss on  disposition.  See "Sale,  Exchange or
Retirement" below.

     It  is also  possible that  U.S. Holders of  Notes may  be deemed  to have
exchanged their Notes for new Notes at  the time the Company elects to sell the
Option  Purchase Rights  to  third parties.    If the  transfer  of the  Option
Purchase Rights  did result  in a  deemed exchange,  holders of  the Notes  may
recognize gain  or loss equal  to the difference between  the value of  the new
note deemed received and the U.S. Holder's tax basis in the Note at the time of
the  deemed  exchange.    The Treasury  Department,  however,  issued  proposed
regulations on December 2, 1992 concerning deemed exchanges of debt instruments
(the  "Proposed Modification Regulations").   Under such  Proposed Modification
Regulations, it  does  not appear  that the  Company's transfer  of the  Option
Purchase Rights would cause the Notes to be treated as exchanged  for new notes
because the right to transfer the  Option Purchase Rights was contained in  the
original  terms of the  Note.  Prospective  investors should be  aware that the
Proposed  Modification Regulations  have not  yet been  finally adopted  by the
Treasury Department, and  even if adopted in  their current form would  only be
applicable to modifications of debt instruments 30 days or more after  the date
of final adoption of such  regulations.  The tax treatment of holders  of Notes
which subsequently  acquire Option  Purchase Rights from  the Company  or third
parties is uncertain.

     Prospective purchasers of Notes are  advised to consult their tax advisors
concerning the issues discussed above.

SALE, EXCHANGE OR RETIREMENT

     Generally, upon the sale, exchange or retirement of a Note (including sale
pursuant  to exercise  of  the Option  Purchase  Rights),  a U.S.  Holder  will
recognize gain or  loss measured by the difference  between the amount realized
and the U.S. Holder's adjusted tax basis in the Note.  If the Notes are treated
as issued  with OID, a U.S. Holder's  tax basis in a Note  will be increased by
the amount  of OID  previously included  in income,  and such  U.S. Holder  may
recognize a  capital loss upon sale or retirement of  the Note.  Capital losses
are subject to certain limitations in the case of individual taxpayers, and may
only be used to offset capital gains in the case of corporate taxpayers.

BACKUP WITHHOLDING

     Certain non-corporate U.S. Holders may be subject to backup withholding at
a rate of 31% on payments of principal, premium and interest (including accrued
original  issue discount, if  any), on, and  the proceeds of  disposition of, a
Note.   Backup withholding will  apply only if the  Holder (i) fails to furnish
its Taxpayer Identification  Number ("TIN") which, for an  individual, would be
his Social Security number, (ii) furnishes an incorrect  TIN, (iii) is notified
by the Internal Revenue Service that it  has failed to properly report payments
of  interest  and dividends  or  (iv)  under  certain circumstances,  fails  to
certify, under penalty of  perjury, that it has furnished a correct TIN and has
been notified by  the Internal  Revenue Service  that it is  subject to  backup
withholding for failure to report interest and dividend payments.  U.S. Holders
should consult their tax advisors  regarding their qualification for  exemption
from backup withholding and  the procedure for  obtaining such an exemption  if
applicable.

     Any amounts withheld under the backup  withholding rules from a payment to
a  beneficial owner  would be  allowed as  a refund  or a  credit  against such
beneficial owner's United States federal income tax, provided that the required
information is furnished to the Internal Revenue Service.

                                      S-8

                              PLAN OF DISTRIBUTION

     Subject  to the  terms and conditions  set forth in  the Amended and 
Restated U.S. Distribution Agreement  dated  as of  August 31,  1993,  as 
amended  (the  "U.S. Distribution Agreement"), and  a related terms  agreement
dated  April 5, 1994,  between the Company  and  Merrill   Lynch,  Pierce,  
Fenner   &  Smith  Incorporated   (the "Underwriter")  the  Company has  agreed
to sell  to  the Underwriter  and the Underwriter has agreed  to purchase, as 
principal, all of the  Notes at a price of  99.65%  of  the  aggregate  
principal amount  thereof.    The  U.S. Distribution Agreement  provides that 
the obligations  of  the Underwriter  are subject  to certain  conditions that 
precedent  and that  the Underwriter  will be  obligated to purchase all 
of the Notes if any are purchased.

     The  Underwriter has  advised the  Company that  it proposes  initially to
offer the Notes to the public at the offering price set forth on the cover page
of  this  Pricing  Supplement and  to  certain  dealers at  such  price  less a
concession not  in excess of  .30% of the principal  amount of the  Notes.  The
Underwriter may allow, and  such dealers may reallow, a discount  not in excess
of .125% of the  principal amount of the Notes to certain other dealers.  After
the initial public offering, the public offering price, concession and discount
may be changed.  

     All secondary  trading in the  Notes will settle in  immediately available
funds.  See "Certain Terms of the Notes--Same-Day Settlement and Payment."

     The Underwriter may  participate, as principal or agent,  in the placement
of the  Option Purchase Rights and  may receive additional compensation  for so
acting.   See  "Description of  Notes  -- Right  to Purchase  Notes;  Mandatory
Purchase  Arrangements" for  a description  of  an offer  currently pending  by
Merrill Lynch to purchase  all of the Option Purchase Rights  from the Company.
In addition,  the Underwriter has  other investment banking  relationships with
the Company and its subsidiaries.

                                 LEGAL OPINIONS

     The validity of the Notes offered hereby will be passed on for the Company
by Bruce C. Bennett, Esq., Associate General Counsel -- Treasury Operations and
Assistant Secretary  of the Company.  Mr. Bennett  and James M. Kalashian, Esq.
(who  is  referred   to  under  "Certain  United  States   Federal  Income  Tax
Considerations" above),  together with  members of  their  families, each  have
options to purchase  and other interests in  shares of common stock  of General
Electric Company.

                                      S-9