S-3ASR

As filed with the Securities and Exchange Commission on July 17, 2006

Registration No. 333-

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

General Electric Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	13-1500700
(State of incorporation)	(IRS Employer Identification Number)

260 Long Ridge Road

Stamford, Connecticut 06927

(203) 357-4000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Alan M. Green, Esq.

General Counsel, Corporate Treasury

260 Long Ridge Road

Stamford, Connecticut 06927

(203) 357-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

     From time to time after the effective date of this Registration Statement as determined by market conditions.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    [ ]

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    [X]

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [ ]

     If this Form is filed as a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    [ ]

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    [X]

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b), check the following box.    [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class	Amount to be registered/
Of Securities to be Registered	Proposed maximum offering price per unit/
	Proposed maximum offering price/
	Amount of registration fee(1)
Variable Denomination Floating Rate Demand Notes	$12,000,000,000

(1) This registration statement covers all investments in the Notes up to $150 billion, with fees based on the net aggregate principal amount of Notes outstanding from this offering not exceeding $12 billion at a particular time. Registration fees for up to $12 billion net aggregate principal amount of Notes were paid previously by the Registrant in connection with the Registration Statement Nos. 333-118974, 333-59977 and 33-43420, each previously filed by the Registrant on Form S-3 and declared effective and deregistered hereby. Pursuant to Rule 457(p) under the Securities Act of 1933, these fees are being carried forward and, accordingly, no filing fee is paid herewith with respect to $12 billion aggregate initial offering price of securities.

PROSPECTUS

General Electric Capital Corporation

Variable Denomination Floating

Rate Demand Notes

    General Electric Capital Corporation may offer from time to time Variable Denomination Floating Rate Demand Notes (the “Notes”).

    We will provide specific terms of these securities in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement carefully before you invest.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

    We may sell these securities on a continuous or delayed basis directly to purchasers, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.

RISK FACTORS

    Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” in item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005 (which description is incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto before making a decision to invest in our securities. See “Where You Can Get More Information On GE Capital” below.

    References in this prospectus to “GE Capital”, “we”, “us” and “our” are to General Electric Capital Corporation.

The date of this prospectus is July 17, 2006.

WHERE YOU CAN GET MORE INFORMATION ON GE CAPITAL

    GE Capital files annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington D.C. located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Information on us, including our SEC filings, is also available at our Internet site at http://www.ge.com. However, the information on our Internet site is not a part of this prospectus or any prospectus supplement.

    The SEC allows us to “incorporate by reference” into this prospectus the information in other documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules:

    (i) GE Capital’s Annual Report on Form 10-K for the year ended December 31, 2005; and

    (ii) GE Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

    You may request a copy of these filings at no cost. Requests should be directed to David P. Russell, Senior Counsel, Corporate Treasury and Assistant Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000.

THE COMPANY

    General Electric Capital Corporation was incorporated in 1943 in the State of New York under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, our name was General Electric Credit Corporation. On July 2, 2001, we changed our state of incorporation to Delaware. All of our outstanding common stock is owned by General Electric Capital Services, Inc., formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly owned directly or indirectly by General Electric Company (“GE Company”). Financing and services offered by us are diversified, a significant change from the original business of GE Capital, which was financing distribution and sale of consumer and other GE Company products. Currently, GE Company manufactures few of the products financed by us.

2

    We operate in four of GE Company’s operating segments: GE Commercial Finance, GE Consumer Finance, GE Industrial and GE Infrastructure. These operations are subject to a variety of regulations in their respective jurisdictions.

    Our services are offered primarily within North America, Europe and Asia. GE Capital’s principal executive offices are at 260 Long Ridge Road, Stamford, Connecticut 06927-1600 (telephone number (203) 357-4000). At December 31, 2005, our employment totaled approximately 77,500.

Consolidated Ratio of Earnings to Fixed Charges

	Year Ended December 31,				Three Months
					Ended
2001	2002	2003	2004	2005	March 31, 2006
1.56	1.62	1.71	1.82	1.66		1.63

Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	Year Ended December 31,				Three Months
					Ended
2001	2002	2003	2004	2005	March 31, 2006
1.55	1.61	1.71	1.81	1.66		1.63

    For purposes of computing the consolidated ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends, earnings consist of net earnings adjusted for the provision for income taxes, minority interest, interest capitalized (net of amortization) and fixed charges. Fixed charges consist of interest on all indebtedness and one-third of rentals, which we believe is a reasonable approximation of the interest factor of such rentals.

USE OF PROCEEDS

    The net proceeds from the sale of the Notes will be added to the general funds of GE Capital and will be available for financing our operations.

CERTAIN TERMS OF THE NOTES

Indenture

    The Notes are issued under an Amended and Restated Indenture dated as of January 25, 2001, between GE Capital and JPMorgan Chase Bank, N.A. The statements under this heading are subject to the detailed provisions of the Indenture, a copy of which is an exhibit to the Registration Statements filed with the SEC covering the offering of Notes. Wherever particular provisions of the Indenture or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference.

3

Agent Bank and Servicing Agent

    We have engaged Union Federal Bank of Indianapolis to process funds receipts and disbursements and related services. We refer to Union Federal Bank of Indianapolis as the “Agent Bank” in this prospectus. We have also engaged Open Solutions, Inc. to perform recordkeeping, investor servicing and other services in connection with the Notes. We refer to Open Solutions, Inc. as the “Servicing Agent” in this prospectus. For these services, we pay the Agent Bank and the Servicing Agent an administrative fee.

General

    The Notes are issuable in any amount and will mature on demand by you. GE Interest Plus and GE Interest Plus For Businesses constitute the same series of debt securities for all purposes of the Indenture. The Notes are unsecured and rank equally and ratably with all other unsecured and unsubordinated indebtedness of GE Capital. GE Capital has outstanding approximately $343 billion in senior, unsecured debt obligations as of March 31, 2006, that rank equally with the Notes. GE Capital has not issued any secured debt or securities that have priority over the Notes. Neither the Indenture, nor any other instrument to which GE Capital is a party, limits the principal amount of the Notes or any other indebtedness of GE Capital that may be issued. The Notes will not be subject to any sinking fund. The Notes will be issued in uncertificated form and you will not receive any certificate or other instrument evidencing the Notes other than the confirmation of your initial investment and periodic statements sent to you. All funds invested in Notes, together with interest accrued thereon, and redemptions, if any, will be recorded on a register maintained by the Servicing Agent.

Modification of the Indenture

    The Indenture permits us and the trustee for the Notes, with the consent of the holders of not less than 66²/3 % in aggregate principal amount of the Notes at the time outstanding:

• to add any provisions to or change in any manner or eliminate any of the provisions of the Indenture, or

• to modify in any manner the rights of the holders of Notes.

    However, the Indenture provides that, unless each holder agrees, we cannot:

• change the character of the Notes from being payable upon demand,

• reduce the principal amount of any Note, or

• reduce the 66²/3  percentage of the aggregate principal amount of Notes needed to make any addition or modification.

4

Events of Default

    An event of default with respect to the Notes is defined in the Indenture as being:

• default for 20 days in payment of any principal or interest on any Note which is not due to administrative error. An administrative error shall not be considered an event of default unless such error shall have continued uncorrected for a period of 30 days after written notice to the Agent Bank and the trustee for the Notes (with a copy to GE Capital). The trustee for the Notes will be the sole judge of whether an administrative error has been corrected;

• default for 60 days after written notice to GE Capital in the performance of any other covenant with respect to the Notes; or

• certain events of bankruptcy, insolvency or reorganization.

    Each year, the Indenture requires us to file with the trustee for the Notes a written statement as to the presence or absence of certain defaults under the Indenture. The trustee for the Notes shall, within 90 days after the occurrence of a default in respect of the Notes, give to the holders thereof notice of all uncured and unwaived defaults known to it (the term default to mean the events specified above without grace periods). The trustee for the Notes shall be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Notes except in the case of default in the payment of principal or interest on any of the Notes. The Indenture provides that during the continuance of an event of default, either the trustee for the Notes or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the principal of all such Notes to be due and payable immediately. However, under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. The holders of a majority in principal amount of Notes then outstanding may also waive on behalf of all holders past defaults with respect to the Notes except, unless previously cured, a default in payment of principal of or interest on any of the Notes.

Concerning the Trustee

    The trustee for the Notes acts as trustee under several other indentures with GE Capital, pursuant to which a number of series of senior, unsecured notes of GE Capital are presently outstanding.

Termination, Suspension or Modification

    We expect that you will be able to invest in the Notes indefinitely, but we reserve the right at any time to suspend or terminate the Notes offering entirely, or from time to time to modify the procedures for investing in or redeeming the Notes in part. We also reserve the right to modify, suspend or terminate particular investment options and redemption methods. Written notice of

5

any material modification, suspension or termination will be provided to you at least fifteen calendar days prior to the effective date.

GE Interest Plus Committee

    The GE Interest Plus Committee consists of officers of GE Capital designated by our Board of Directors. The Committee has the full power and authority to amend procedures and options for investing in and redeeming the Notes as described above under “Termination, Suspension, or Modification.” The Committee may also interpret applicable provisions, adopt rules and regulations and make certain determinations regarding the Notes. The members of the Committee are our Senior Vice President, Corporate Treasury and Global Funding Operation and two of our Vice Presidents and Assistant Treasurers. Alternate members of the Committee may also serve from time to time. Members of the Committee receive no additional compensation for Committee services.

Taxes

    Payments of interest on the Notes will be taxable in the year in which such interest is accrued or received (in accordance with the holder’s method of tax accounting), regardless of whether such interest is reinvested. No part of such interest is excludible from taxable income. Backup withholding and information reporting requirements may apply to certain non-corporate U.S. holders. The interest income also may be subject to taxation by some state and local governments. Holders of Notes that are not corporations will receive a statement from the Servicing Agent each year that states the full amount reported to the Internal Revenue Service as taxable income.

    The U.S. Federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders should consult their own tax advisors with respect to the tax consequences to them of the ownership and disposition of the Notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

PLAN OF DISTRIBUTION

    The Notes are offered in the United States only, on a continuing basis through GE Capital Markets, Inc., a wholly owned subsidiary of GE Capital, acting as agent. No commissions will be paid to such agent for any sales of the Notes. We will pay the agent’s expenses incurred in connection with the offering of the Notes. GE Capital Markets, Inc. may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that they may be required to make in connection with such indemnification. We also may from time to time designate other agents through whom Notes may be offered.

6

    The Notes are being offered only to persons or businesses whose registered addresses are in the United States. If at any time your registered address is outside of the United States, we may redeem all of your Notes. We reserve the right to withdraw, cancel or modify the offer to sell Notes at any time. We have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes in whole, or in part.

NASD Regulations

    GE Capital Markets, Inc. is an affiliate of GE Capital and participates as an agent in the distribution of the securities issued pursuant to this prospectus. Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. imposes certain requirements when a NASD member such as GE Capital Markets, Inc. distributes an affiliated company’s securities. As a result, we will conduct any offering in which GE Capital Markets, Inc. acts as agent in compliance with the applicable requirements of Rule 2720. The maximum compensation we will pay to underwriters in connection with any offering of the securities will not exceed 8% of the maximum proceeds of such offering.

LEGAL OPINION

    David P. Russell, Senior Counsel, Corporate Treasury and Assistant Secretary of GE Capital will provide an opinion for us regarding the validity of the Notes. Mr. Russell beneficially owns or has rights to acquire an aggregate of less than 0.01% of GE Company’s common stock.

EXPERTS

    The consolidated financial statements and schedule of GE Capital as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 incorporated herein by reference from GE Capital’s Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated by reference herein in reliance upon the report dated February 10, 2006, also incorporated by reference herein, of KPMG LLP, an independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.

7

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are:

Accounting fees and expenses	$	15,000	*
NASD Rule 2720 filing and counsel fees		80,000	*
Trustee and Paying Agent Fees and expenses (including counsel fees)		50,000	*
Blue Sky filing and counsel fees		5,000	*
Printing and engraving fees		80,000	*
Rating Agency fees		75,000	*
Miscellaneous		5,000	*
Total	$	310,000	*

*  Estimated, and subject to future contingencies.

Item 15. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware provides that in certain circumstances a corporation may indemnify any person against the expenses, (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any action, suit or proceeding by reason of being or having been directors, officers, employees or agents of the corporation or serving or having served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to criminal proceedings had no reasonable cause to believe such conduct was unlawful, except that if such action, suit or proceeding shall be by and in the right of the corporation no such indemnification shall be provided as to any claim, issue or matter as to which such person shall have been judged to have been liable to the corporation, unless and to the extent that the Court of Chancery of the State of Delaware or any other court in which the suit was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity. A corporation shall be required to indemnify against expenses (including attorney’s fees), actually and reasonably incurred, any director or officer who successfully defends any such actions. The foregoing statements are subject to the detailed provisions of Section 145 of the General Corporation Law of the State of Delaware.

II-1

The By-Laws of GECC provide that each person who at any time is or shall have been a director or officer of GECC or is a legal representative of such director or officer, or is or shall have been serving at the request of GECC as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise or nonprofit entity, who is or is threatened to be made a party or is otherwise involved in any action, suit or proceeding shall be held harmless to the fullest extent permitted by applicable law and shall be indemnified by GECC for expenses (including attorney’s fees) such person incurred in their defense in such proceedings as permitted by applicable law. The By-Laws of GECC also permit the indemnification of any other person not an officer or director of GECC that may be indemnified under applicable law.

GECC is or will be a party to one or more underwriting or placement agreements with respect to debt securities issued under this prospectus which include provisions regarding the indemnification of GECC and its officers and directors by one or more underwriters or dealers against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The directors of GECC are insured under officers and directors liability insurance policies purchased by GE Company. The directors, officers and employees of GECC are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974.

Item 16. Exhibits.

Exhibit
Number		Incorporated by Reference to Filings Indicated	Description
1(a)	—		Amended and Restated Distribution Agreement dated as of July 17, 2006 between GECC and GE Capital Markets, Inc.
4(a)	—	Exhibit 4(d) to GECC’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-59977).	First Amended and Restated Indenture dated as of January 25, 2001 between GECC and JPMorgan Chase Bank, N.A., as successor trustee.
5	—		Opinion and consent of David P. Russell, Senior Counsel, Corporate Treasury and Assistant Secretary of GECC.
12	—	Exhibit 12 to GECC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 1-6461).	Computation of ratio of earnings to fixed charges

II-2

Exhibit
Number		Incorporated by Reference to Filings Indicated	Description
23	—		Consent of KPMG LLP. Consent of David P. Russell is included in his opinion referred to in Exhibit 5 above.
24	—		Power of Attorney.
25	—		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A., in respect of the First Amended and Restated Indenture previously filed as Exhibit 4(d).

II-3

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

    (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

    (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

    (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i),(ii) and (iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

    (i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

    (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such

II-4

securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

    (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

    (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant;

    (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

    (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 17th day of July, 2006.

General Electric Capital Corporation

By  /s/ Kathryn A. Cassidy

Kathryn A. Cassidy

(Senior Vice President–Corporate

Treasury and Global Funding Operation)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* JEFFREY R. IMMELT (Jeffrey R. Immelt)	Chief Executive Officer and Director
* KEITH S. SHERIN (Keith S. Sherin)	Chief Financial Officer and Director (Principal Financial Officer)
/s/ KATHRYN A. CASSIDY (Kathryn A. Cassidy)	Senior Vice President– Corporate Treasury and Global Funding Operation and Director
* CHARLES E. ALEXANDER (Charles E. Alexander)	Director
(Jeffrey S. Bornstein)	Director	July 17, 2006
* DAVID L. CALHOUN (David L. Calhoun)	Director
* JAMES A. COLICA (James A. Colica)	Director
* PAMELA DALEY (Pamela Daley)	Director

Signature		Title	Date
* BRACKETT B. DENNISTON (Brackett B. Denniston)		Director
* JOHN H. MYERS (John H. Myers)		Director
* MICHAEL A. NEAL (Michael A. Neal)		Director
* DAVID R. NISSEN (David R. Nissen)		Director
(Ronald R. Pressman)		Director	July 17, 2006
(Deborah M. Reif)		Director
* JOHN G. RICE (John G. Rice)		Director
* JOHN M. SAMUELS (John M. Samuels)		Director
* ROBERT C. WRIGHT (Robert C. Wright)		Director
* PHILIP D. AMEEN (Philip D. Ameen)		Senior Vice President and Controller (Principal Accounting Officer)
By:	/s/ KATHRYN A. CASSIDY (Kathryn A. Cassidy)
* AS ATTORNEY-IN FACT FOR THE INDIVIDUALS NOTED ABOVE WITH AN ASTERISK REPRESENTING A MAJORITY OF THE BOARD OF DIRECTORS

EX-1.A

                                                                    Exhibit 1(a)

                      GENERAL ELECTRIC CAPITAL CORPORATION
                Variable Denomination Floating Rate Demand Notes

                   AMENDED AND RESTATED DISTRIBUTION AGREEMENT

                                                             as of July 17, 2006

GE CAPITAL MARKETS, INC.
1600 Summer Street
Stamford, Connecticut 06927

Dear Sirs:

      General Electric Capital Corporation, a Delaware corporation (the
"COMPANY"), confirms its agreement with you with respect to the issue and sale
by the Company of up to $12,000,000,000 aggregate principal amount of its
Variable Denomination Floating Rate Demand Notes (the "NOTES").

      The Notes are to be issued pursuant to an indenture dated as of January
25, 2001, between the Company and JPMorgan Chase Bank, N.A. (f/k/a The Chase
Manhattan Bank), as trustee (the "TRUSTEE") (such indenture as may be amended or
supplemented being referred to herein as the "INDENTURE"). The Company has
authorized the issuance of Notes through you pursuant to the terms of this
Agreement. The Notes will be issued in uncertificated form and will be
administered by Open Solutions, Inc. (f/k/a Bisys, Inc.) (the "SERVICING AGENT")
and Union Federal Bank of Indianapolis (the "AGENT BANK") pursuant to a Services
Agreement dated as of September 30, 2002 and the Additional Services Agreements
thereto between the Company, the Servicing Agent and the Agent Bank.

      Subject to the terms and conditions stated herein, the Company hereby
appoints you as a distribution agent of the Company in respect of the Notes.

      The Company has filed with the Securities and Exchange Commission (the
"COMMISSION") a registration statement on Form S-3 relating to the Notes and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "1933 ACT"). Such registration statement
has been

                                       1


declared effective by the Commission, and the Indenture has been qualified under
the Trust Indenture Act of 1939 (the "1939 ACT"). The Company has also filed
with the Commission two Prospectus Supplements (one for the GE Interest Plus
Program and one for the GE Interest Plus Program for Businesses) (collectively,
the "Prospectus Supplements"). Such registration statement and the Prospectus
Supplements relating to the Notes filed pursuant to Rule 424 under the 1933 Act,
including all documents incorporated therein by reference, as from time to time
amended or supplemented by the filing of documents pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 ACT"), the 1933 Act or otherwise,
are referred to herein as the "REGISTRATION STATEMENT" and the "PROSPECTUS
SUPPLEMENTS", respectively, except that if any revised prospectus supplements
shall be provided to you by the Company for use in connection with the offering
of the Notes which differs from the Prospectus Supplements on file at the
Commission on the date of this Agreement (the "COMMENCEMENT DATE") (whether or
not such revised prospectus supplements are required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations), the term "Prospectus
Supplement" shall refer to such revised prospectus supplement from and after the
time it is first provided to you for such use. Notwithstanding anything to the
contrary above in this paragraph, The Company shall have the right at any time
and from time to time to substitute for the Registration Statement one or more
other registration statements (each a "SUBSTITUTE REGISTRATION STATEMENT") on
Form S-3 relating to the Notes and the offering and sale thereof from time to
time in accordance with Rule 415 under the 1933 Act, by written notification of
such substitution to you and the Trustee. By such notification, the Company
shall be deemed to have made with respect to each such Substitute Registration
Statement, each of the representations set forth in the first two sentences of
this paragraph, and from and after the date of such notification, such
Substitute Registration Statement or Substitute Registration Statements shall
become the Registration Statement as defined in this paragraph and as used for
all purposes throughout this Agreement.

      SECTION 1. Representations and Warranties. (a) The Company represents and
warrants to you as of the Commencement Date, as of the date of each sale of
Notes and as of the times referred to in Section 6 (each of the times referenced
above being referred to herein as a "REPRESENTATION DATE"), as follows:

            (i) each document filed by the Company pursuant to the 1934 Act
      which is incorporated by reference in the

                                       2


      Prospectus Supplements complied when so filed in all material respects
      with the 1934 Act and the rules and regulations thereunder, and each
      document, if any, hereafter filed and so incorporated by reference in the
      Prospectus Supplements will comply when so filed in all material respects
      with the 1934 Act rules and regulations;

            (ii) the Registration Statement and the Prospectus Supplements
      comply, and the Registration Statement and the Prospectus Supplements (and
      any amendments and supplements thereto) will on the applicable
      Representation Date comply, in all material respects, with the 1933 Act
      and the applicable rules and regulations of the Commission thereunder;

            (iii) each part of the Registration Statement at the time such part
      became effective did not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading, and the Prospectus
      Supplements on the Commencement Date (unless the term "Prospectus" refers
      to a prospectus which has been provided to you by the Company for use in
      connection with the offering of the Notes which differs from the
      Prospectus Supplements on file at the Commission on the Commencement Date,
      in which case at the time it is first provided to you for such use) did
      not, and on the applicable Representation Date will not, contain any
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

            (iv) there has been no material adverse change in the condition of
      the Company and its consolidated subsidiaries, taken as a whole, from that
      set forth in the Registration Statement and the Prospectus Supplements;

            (v) the aggregate principal amount of Variable Denomination Floating
      Rate Demand Notes outstanding at any one time will not exceed
      U.S.$12,000,000,000; and

            (vi) no event exists which would constitute an event of default
      under the Indenture;

except that the representations and warranties set forth in paragraphs (i), (ii)
and (iii) of this Section 1(a) do not apply to statements or

                                       3


omissions in the Registration Statement or the Prospectus Supplements based upon
information furnished to the Company in writing by you expressly for use
therein.

      (b) Additional Certifications. Any certificate signed by any officer of
the Company and delivered to you or to your counsel in connection with an
offering of Notes shall be deemed a representation and warranty by the Company
to you as to the matters covered thereby.

      SECTION 2. Act as Distribution Agent. (a) On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, you agree to act as a distribution agent of the
Company and to use your best efforts to solicit offers to purchase the Notes
upon the terms and conditions set forth in the Prospectus Supplements.

      The Company reserves the right, in its sole discretion, to suspend
solicitation by you of purchases of the Notes commencing at any time for any
period of time or permanently. Upon receipt of instructions from the Company,
you will forthwith suspend solicitation of purchases from the Company until such
time as the Company has advised you that such solicitation may be resumed.

      You shall have the right to suspend solicitations, commencing at any time
you reasonably believe that there has occurred a material adverse change in the
condition of the Company and its consolidated subsidiaries, taken as a whole,
from that then set forth in the Registration Statement and the Prospectus
Supplements, and ending at the time you have been reasonably satisfied that
adequate and full disclosure of such adverse change has been made (including
without limitation any necessary amendments or supplements to the Registration
Statement and the Prospectus Supplements).

      The Company agrees to pay your out-of-pocket expenses incurred in respect
of the performance of your obligations under this Agreement.

      (b) Information. The Company authorizes you, in connection with your
solicitation of purchases of the Notes, to use only information taken from the
Registration Statement and the Prospectus Supplements, and the documents
incorporated therein by reference, and you agree that you will not use any other
information in connection with your solicitation of purchases of the Notes.

                                       4


      (c) Registered Broker-Dealer. You represent that you are a broker-dealer
registered under the 1934 Act.

      SECTION 3. Covenants of the Company. The Company covenants with you as
follows:

            (a) Notice of Certain Events. The Company will notify you promptly
      (i) of the effectiveness of any amendment to the Registration Statement
      (including any post-effective amendment), (ii) of the mailing or the
      delivery to the Commission for filing of any supplement to the Prospectus
      Supplements or any document to be filed pursuant to the 1934 Act which
      will be incorporated by reference in the Prospectus Supplements, (iii) of
      any request by the Commission for any amendment to the Registration
      Statement or any amendment or supplement to the Prospectus Supplements or
      for additional information, and (iv) of the issuance by the Commission of
      any stop order suspending the effectiveness of the Registration Statement
      or the initiation of any proceedings for that purpose. The Company will
      make every reasonable effort to prevent the issuance of any stop order
      and, if any stop order is issued, to obtain the lifting thereof at the
      earliest possible moment.

            (b) Copies of Registration Statement Prospectus. The Company will
      deliver to you two conformed copies of the Registration Statement (as
      originally filed) and of each amendment thereto relating to the Notes
      (including exhibits filed therewith or incorporated by reference therein
      and documents incorporated by reference in the Prospectus Supplements).
      The Company will furnish to you as many copies of the Prospectus
      Supplements (as amended or supplemented) as you shall reasonably request
      so long as you are required to deliver a Prospectus Supplements in
      connection with sales or solicitations of offers to purchase the Notes.

            (c) Revisions of Prospectus - Material Changes. If, during such
      period after the first date of the public offering of the Notes as in the
      opinion of counsel to the Company a prospectus is required by law to be
      delivered in connection with sales of the Notes by you, any event shall
      occur as a result of which it is necessary to amend or supplement the
      Prospectus Supplements in order that the Prospectus Supplements will not
      include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements

                                       5


      therein not misleading in the light of the circumstances existing at the
      time it is delivered to a purchaser, or if it shall be necessary at any
      such time to amend or supplement the Registration Statement or the
      Prospectus Supplements in order to comply with the requirements of the
      1933 Act or the 1933 Act Regulations, prompt notice shall be given, and
      confirmed in writing, to you to cease the solicitation of offers to
      purchase the Notes. If the Company shall determine that solicitation of
      purchases of the Notes shall be resumed, then, prior to the Company's
      authorizing you to resume solicitations of purchases of the Notes the
      Company will promptly prepare and file with the Commission such amendment
      or supplement, whether by filing documents pursuant to the 1934 Act, the
      1933 Act or otherwise, as may be necessary to correct such untrue
      statement or omission or to make the Registration Statement comply with
      such requirements.

            (d) Prospectus Revisions - Periodic Financial Information. Promptly
      after the filing with the Commission of the Company's quarterly reports on
      Form 10-Q with respect to each of the first three quarters of any fiscal
      year, the Company shall furnish copies of such reports to you; provided,
      however, that if on the date of such filing you shall have suspended
      solicitation of purchases of the Notes pursuant to a request from the
      Company, the Company shall not be obligated to furnish copies of such
      reports until such time as the Company shall determine that solicitation
      of purchases of the Notes should be resumed.

            (e) Prospectus Revisions - Audited Financial Information. Promptly
      after the filing with the Commission of the Company's annual report on
      Form 10-K including the audited financial statements of the Company for
      the preceding fiscal year, the Company shall furnish copies of such report
      to you; provided, however, that if on the date of such filing you shall
      have suspended solicitation of purchases of Notes pursuant to a request
      from the Company, the Company shall not be obligated to furnish copies of
      such reports until such time as the Company shall determine that
      solicitation of purchases of Notes should be resumed.

            (f) Section 11(a) Earnings Statements. The Company will make
      generally available to its security holders as soon as practicable,
      earnings statements, which need not be audited,

                                       6


      covering twelve month periods beginning after the effective date (as
      defined in the rules and regulations promulgated under Section 11(a) of
      the 1933 Act) of the Registration Statement with respect to each sale of
      Notes that will satisfy Section 11(a) of the 1933 Act and comply with the
      rules and regulations thereunder.

            (g) Copies of Current Reports. The Company will furnish to you,
      promptly after the filing thereof with the Commission, copies of its
      reports on Form 8-K (other than reports relating solely to securities
      other than the Notes).

            (h) Blue Sky Qualifications. The Company will endeavor, in
      cooperation with you, to qualify the Notes for offering and sale under the
      applicable securities laws of such states and other jurisdictions of the
      United States as you may reasonably designate, and will maintain such
      qualifications in effect for as long as may be required for the
      distribution of the Notes; provided, however, that the Company shall not
      be obligated to file any general consent to service of process or to
      qualify as a foreign corporation in any jurisdiction in which it is not so
      qualified. The Company will file such statements and reports as may be
      required by the laws of each jurisdiction in which the Notes have been
      qualified as above provided.

            (i) 1934 Act Filings. The Company, during the period when the
      Prospectus is required to be delivered under the 1933 Act, will file
      timely all documents required to be filed with the Commission pursuant to
      Sections 3(a), 13(c), 14 or 15(d) of the 1934 Act.

      SECTION 4. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including:

            (a) The preparation and filing of the Registration Statement and all
      amendments thereto and the Prospectus Supplements and any amendments or
      supplements thereto;

            (b) The fees and disbursements of the Company's accountants and of
      the Trustee, the Servicing Agent, the Agent Bank and their respective
      counsel;

                                       7


            (c) The qualification of the Notes under securities laws in
      accordance with the provisions of Section 3(h), including filing fees and
      the reasonable fees and disbursements of counsel in connection therewith
      and in connection with the preparation of any Blue Sky Survey and any
      Legal Investment Survey;

            (d) The printing and delivery to you in quantities as hereinabove
      stated of copies of the Registration Statement and any amendments thereto,
      and of the Prospectus Supplements and any amendments or supplements
      thereto, and the delivery by you of the Prospectus Supplements and any
      amendments or supplements thereto in connection with solicitations of
      sales of the Notes;

            (e) The printing and delivery to you of copies of the Indenture and
      any Blue Sky Survey and any Legal Investment Survey;

            (f) Any fees charged by rating agencies for the rating of the Notes;

            (g) The fees and expenses, if any, incurred with respect to any
      filing with the National Association of Securities Dealers, Inc.; and

            (h) Any advertising and other out-of-pocket expenses incurred with
      the approval of the Company.

      SECTION 5. Conditions of Obligations. Your obligations to solicit offers
to purchase the Notes as agent of the Company will be subject at all times to
the accuracy of the representations and warranties on the part of the Company
herein and to the accuracy of the statements of the Company's officers made in
any certificate furnished pursuant to the provisions hereof, to the performance
and observance by the Company of all covenants and agreements herein contained
on its part to be performed and observed and to the following additional
conditions precedent:

            (a) Legal Opinions. As of the Commencement Date, you shall have
      received the following documents:

                  (i) Opinion of Company Counsel. The opinion of the Company's
            In-House Legal Counsel,

                                       8


            dated as of such Commencement Date, in form and substance
            satisfactory to you, to the effect that:

                        (A) The Company has been duly incorporated and is
                  validly existing under the laws of the State of Delaware.

                        (B) The Company is duly qualified to transact business
                  and is in good standing in the jurisdictions in which the
                  conduct of its business or the ownership of its property
                  requires such qualification.

                        (C) The Indenture has been duly authorized, executed and
                  delivered by the Company, is a valid and binding agreement of
                  the Company and has been qualified under the 1939 Act.

                        (D) The Notes have been duly authorized and will be
                  valid and binding obligations of the Company and will be
                  entitled to the benefits of the Indenture.

                        (E) This Agreement has been duly authorized, executed
                  and delivered by the Company and is a valid and binding
                  agreement of the Company, except as rights to indemnity
                  hereunder may be limited under applicable law.

                        (F) Neither the execution and delivery of this Agreement
                  nor the issuance and sale of the Notes by the Company as
                  provided herein will contravene the certificate of
                  incorporation or by-laws of the Company or result in any
                  violation of any of the terms or provisions of any law or
                  regulation or of any indenture, mortgage or other agreement or
                  instrument known to such counsel by which the Company or any
                  of its subsidiaries is bound or, any judgment, order or decree
                  of any governmental body, agency or court having jurisdiction
                  over the Company or any of its subsidiaries.

                                       9


                        (G) The statements contained in the Registration
                  Statement and Prospectus Supplements under the captions
                  "Certain Terms of the Notes" and "The GE Interest Plus Notes",
                  respectively, and "Plan of Distribution" fairly present the
                  matters referred to therein.

                        (H) Each document incorporated by reference in the
                  Prospectus Supplements which were filed pursuant to the 1934
                  Act (except for the financial statements included therein, as
                  to which such counsel need not express any opinion) complied
                  when so filed as to form in all material respects with the
                  1934 Act and the applicable rules and regulations of the
                  Commission thereunder.

                        (I) The Registration Statement is effective under the
                  1933 Act and, to the best of such counsel's knowledge, no stop
                  order suspending the effectiveness of the Registration
                  Statement has been issued under the 1933 Act or proceedings
                  therefor initiated or threatened by the Commission.

                        (J) The Registration Statement and the Prospectus
                  Supplements and any supplements and amendments thereto comply
                  as to form in all material respects with the 1933 Act and the
                  applicable rules and regulations of the Commission thereunder.

                        (K) Such counsel believes that (except for the financial
                  statements included therein, as to which counsel need not
                  express any belief) each part of the Registration Statement at
                  the time it became effective, and if an amendment to the
                  Registration Statement or an Annual Report on Form 10-K has
                  been filed by the Company with the commission subsequent to
                  such date, at the time of the most recent such filing, did not
                  contain an untrue statement of a material fact or omit to
                  state a material fact required to be stated therein or
                  necessary to

                                       10


                  make the statements therein not misleading, and the Prospectus
                  Supplements, as of the Commencement Date, does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading.

                  (ii) In rendering the opinion referred to in subparagraph (i)
            above, such counsel may state that with respect to (J) and (K) of
            subparagraph (i), such counsel's opinion and belief are based upon
            his participation in the preparation of the Registration Statement
            and the Prospectus Supplements and any amendments and supplements
            thereto (including documents incorporated by reference) and review
            and discussion of the contents thereof, but are without independent
            check or verification except as stated therein. In rendering the
            opinion referred to in subparagraph (ii) above, such counsel may
            state that with respect to (J) and (K) of subparagraph (i) above,
            such counsel's opinion and belief are based upon its participation
            in the preparation of the Registration Statement and the Prospectus
            Supplements and any amendments and supplements thereto (other than
            documents incorporated by reference) and upon its review and
            discussion of the contents thereof (including documents incorporated
            by reference), but are without independent check or verification
            except as stated therein.

            (b) Officer's Certificate. At the Commencement Date, no stop order
      suspending the effectiveness of the Registration Statement shall be in
      effect, and no proceedings for such purpose shall be pending before or
      threatened by the Commission, and there shall have been no material
      adverse change in the condition of the Company and its consolidated
      subsidiaries, taken as a whole, from that set forth in the Registration
      Statement and the Prospectus Supplements; and you shall have received on
      the Commencement Date a certificate, dated the Commencement Date and
      signed by an executive officer of the Company, to the foregoing effect.

                                       11


      The officer making such certificate may rely upon the best of his
      knowledge as to proceedings pending or threatened.

      If any condition specified in this Section shall not have been fulfilled,
this Agreement may be terminated by you by notice to the Company at any time at
or prior to the Commencement Date, and such termination shall be without
liability of any party to any other party, except that the covenants set forth
in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity
agreements set forth in Section 7 hereof, and the provisions of Sections 8 and
12 hereof shall remain in effect.

      SECTION 6. Additional Covenants of the Company. The Company covenants and
agrees that: each acceptance by it of an offer for the purchase of Notes shall
be deemed to be an affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate theretofor delivered
to you pursuant hereto are true and correct at the time of such acceptance or
sale, as the case may be (and it is understood that such representations and
warranties shall relate to the Registration Statement and the Prospectus
Supplements as amended and supplemented to each such time).

      SECTION 7. Indemnification. (a) Indemnification of You. The Company agrees
to indemnify and hold you harmless from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus Supplements (if used within the period set forth in Section 3(c) and
as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in writing
to the Company by you expressly for use therein.

      (b) Indemnification of Company. You agree to indemnify and hold harmless
the Company, its directors, its officers who sign the Registration Statement and
any person controlling the Company to the same extent as the foregoing indemnity
from the Company to you, but only with reference to information relating to you
furnished in writing by you expressly for use in the Registration Statement or
the Prospectus Supplements.

                                       12


      (c) General. In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such person
(the "INDEMNIFIED PARTY") shall promptly notify the person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to local counsel) for all such indemnified parties
and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by you in the case of parties
indemnified pursuant to Section 7(a) and by the Company in the case of parties
indemnified pursuant to Section 7(b). The indemnifying party shall not be liable
for any settlement of any proceeding affected without its written consent but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.

      SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on your behalf, or by or on behalf of the Company or
any controlling person of the Company, and shall survive each delivery of and
payment for any of the Notes.

                                       13


      SECTION 9. Termination. (a) Termination of this Agreement. This Agreement
may be terminated as to a party for any reason, at any time by either party
hereto upon the giving of 90 days' written notice of such termination to the
other party hereto.

      (b) General. In the event of any such termination, neither party will have
any liability to the other party hereto, except that the covenant set forth in
Section 3(f) hereof (except that the Company shall no longer be required to
comply with the provisions of Section 3(f) after it has made generally available
to its security holders an earnings statement (which need not be audited)
covering a twelve-month period beginning after the date of the last sale of
Notes hereunder which shall satisfy the provisions of Section 11(a) of the 1933
Act and the rules and regulations thereunder), the provisions of Section 4
hereof, the indemnity agreements set forth in Section 7 hereof, and the
provisions of Sections 8 and 12 hereof shall remain in effect.

      SECTION 10. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to you shall be
directed to GE Capital Markets, Inc., 1600 Summer Street, Stamford, Connecticut
06927, attention of Executive Vice President; and notices to the Company shall
be directed to it at: 201 High Ridge Road, Stamford, Connecticut 06927,
attention of Senior Vice President - Corporate Treasury and Global Funding
Operation.

      SECTION 11. Parties. This Agreement shall inure to the benefit of and be
binding upon you and the Company and your and the Company's respective
successors thereto. Nothing expressed or mentioned in this Agreement is intended
or shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Notes shall be deemed to be a successor by reason merely of such
purchase.

                                       14


      SECTION 12. Governing Law. This Agreement and the rights and obligations
of the parties created hereby shall be governed by the laws of the State of New
York applicable to agreements made and to be performed in such State.

                                       15


      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between you and the Company in accordance with its terms.

                                      Very truly yours,

                                      GENERAL ELECTRIC CAPITAL CORPORATION

                                      By: /s/ Dennis R. Sweeney
                                          --------------------------------------
                                      Name: Dennis R. Sweeney
                                      Title: Vice President

CONFIRMED AND ACCEPTED,
as of the date first above written:

GE CAPITAL MARKETS, INC.


      By:  /s/ Mark S. Barber
           ---------------------------------
      Name: Mark S. Barber
      Title: Executive Vice President

                                       16

EX-5

                                                                       Exhibit 5

July 17, 2006

General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT   06927

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-3 being filed on July 17,
2006, by General Electric Capital Corporation (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of $12,000,000,000 aggregate principal amount of the
Company's Variable Denomination Floating Rate Demand Notes (the "Notes"), to be
issued from time to time under a First Amended and Restated Indenture dated as
of January 25, 2001, between the Company and JPMorgan Chase Bank, N.A. as
Successor Trustee (the "Indenture").

In my opinion, when the issuance of the Notes and approval of the final terms
thereof have been duly authorized by appropriate corporate action and the Notes
have been duly executed, authenticated and delivered against payment therefor,
subject to the final terms of the Notes being in compliance with then applicable
law, the Notes will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and will entitle the holders
thereof to the benefits provided by the Indenture, pursuant to which such Notes
were issued, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law).

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to myself under the caption "Legal Opinion" in
the Registration Statement.

Very truly yours,

/s/ David P. Russell

David P. Russell

EX-23

                                                                      Exhibit 23

            Consent of Independent Registered Public Accounting Firm

Dear Sirs:

We consent to the incorporation by reference in the Registration Statement on
Form S-3 of General Electric Capital Corporation dated July 17, 2006 (the
"Registration Statement") of our report dated February 10, 2006, relating to the
statement of financial position of General Electric Capital Corporation and
consolidated affiliates as of December 31, 2005 and 2004, and the related
statements of earnings, changes in shareowner's equity and cash flows for each
of the years in the three-year period ended December 31, 2005 and the related
schedule, management's assessment of the effectiveness of internal control over
financial reporting as of December 31, 2005, and the effectiveness of internal
control over financial reporting as of December 31, 2005 which report appears in
the December 31, 2005 annual report on Form 10-K of General Electric Capital
Corporation. Our report, which is incorporated by reference in the Registration
Statement, refers to a change in the method of accounting in 2004 and 2003 for
variable interest entities.

We also consent to the reference to our firm under the heading "Experts" in the
Registration Statement.

/s/ KPMG LLP

Stamford, Connecticut
July 17, 2006

EX-24

                                                                      Exhibit 24

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
directors and/or officers of General Electric Capital Corporation, a Delaware
corporation (the "Corporation"), hereby constitutes and appoints James A. Parke,
Kathryn A. Cassidy and Brian T. McAnaney, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution and to act with or without the others, for him or her and in his
or her name, place and stead in any and all capacities, to execute in the name
of each such person and to file (i) a Registration Statement of the Corporation
on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Corporation's debt securities, preferred stock, guarantees
and letters of credit, (ii) a Registration Statement of the Corporation on Form
S-3 under the Securities Act with respect to the Corporation's Variable
Denomination Floating Rate Demand Notes, (iii) a Registration Statement relating
to the offerings covered hereby filed pursuant to Rule 462(b) under the
Securities Act and (iv) any and all amendments and post-effective amendments
relating to such Registration Statements as such person or persons executing the
same pursuant to this Power of Attorney may approve.

      This Power of Attorney may be signed in any number of counterparts, each
of which shall constitute an original and all of which, taken together, shall
constitute one Power of Attorney.

      IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 17th day of November, 2005.

/s/ Jeffrey R. Immelt
- ----------------------------------
Jeffrey R. Immelt
Chief Executive Officer
and Director
(Principal Executive Officer)

/s/ James A. Parke                         /s/ Philip D. Ameen
- ----------------------------------         ------------------------------------
James A. Parke                             Philip D. Ameen
Vice Chairman, Chief Financial             Senior Vice President and Controller
Officer and Director                       (Principal Accounting Officer)
(Principal Financial Officer)

/s/ Kathryn A. Cassidy
- ----------------------------------
Kathryn A. Cassidy
Senior Vice President -
Corporate Treasury
and Global Funding Operation

                                                                   (Page 1 of 2)


/s/ Charles E. Alexander                   /s/ John H. Myers
- ----------------------------------         ------------------------------------
Charles E. Alexander                       John H. Myers
Director                                   Director

/s/ David L. Calhoun                       /s/ Michael A. Neal
- ----------------------------------         ------------------------------------
David L. Calhoun                           Michael A. Neal
Director                                   Director

/s/ James A. Colica                        /s/ David R. Nissen
- ----------------------------------         ------------------------------------
James A. Colica                            David R. Nissen
Director                                   Director

/s/ Pamela Daley                           /s/ Ronald R. Pressman
- ----------------------------------         ------------------------------------
Pamela Daley                               Ronald R. Pressman
Director                                   Director

/s/ Dennis D. Dammerman                    /s/ John G. Rice
- ----------------------------------         ------------------------------------
Dennis D. Dammerman                        John G. Rice
Director                                   Director

/s/ Brackett B. Denniston                  /s/ John M. Samuels
- ----------------------------------         ------------------------------------
Brackett B. Denniston                      John M. Samuels
Director                                   Director

/s/ Arthur H. Harper                       /s/ Keith S. Sherin
- ----------------------------------         ------------------------------------
Arthur H. Harper                           Keith S. Sherin
Director                                   Director

                                           /s/ Robert C. Wright
                                           ------------------------------------
                                           Robert C. Wright
                                           Director

                                                                   (Page 2 of 2)

EX-25

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

	13-4994650
(State of incorporation	(I.R.S. employer
if not a national bank)	identification No.)
1111 Polaris Parkway
Columbus, Ohio	43271
(Address of principal executive offices)	(Zip Code)

Robert M. Macallister
Senior Vice President and Associate General Counsel
JPMorgan Chase Bank, National Association
1 Chase Manhattan Plaza
New York, NY 10005-1401
Tel: (212) 552-1716
(Name, address and telephone number of agent for service)

General Electric Capital Corporation
(Exact name of obligor as specified in its charter)

Delaware	13-1500700
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification No.)
260 Long Ridge Road
Stamford, CT	06927
(Address of principal executive offices)	(Zip Code)

Variable Denomination Floating Rate Demand Notes
(Title of the indenture securities)

GENERAL

Item 1. General Information.

     Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency, Washington, D.C.
	Board of Governors of the Federal Reserve System, Washington, D.C., 20551
	Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with the Obligor and Guarantors.

If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

None.

-2-

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 10th day of July, 2006.

JPMORGAN CHASE BANK, N.A.
By	/s/	Michael A. Smith
	/s/	Michael A. Smith
		Vice President

-3-

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.
of 1111 Polaris Parkway, Columbus, Ohio 43240
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 2006, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts

ASSETS	in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	35,771
Interest-bearing balances		11,008
Securities:
Held to maturity securities		72
Available for sale securities		55,459
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		17,813
Securities purchased under agreements to resell		228,565
Loans and lease financing receivables:
Loans and leases held for sale		32,025
Loans and leases, net of unearned income	$	381,159
Less: Allowance for loan and lease losses		5,042
Loans and leases, net of unearned income and allowance		376,117
Trading Assets		246,732
Premises and fixed assets (including capitalized leases)		8,145
Other real estate owned		388
Investments in unconsolidated subsidiaries and associated companies		1,620
Intangible assets:
Goodwill		23,681
Other Intangible assets		11,704
Other assets		44,294
TOTAL ASSETS	$	1,093,394

-4-

LIABILITIES

Deposits
In domestic offices	$	417,676
Noninterest-bearing	$	134,430
Interest-bearing		283,246
In foreign offices, Edge and Agreement subsidiaries and IBF’s		163,635
Noninterest-bearing	$	6,677
Interest-bearing		156,958
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		9,221
Securities sold under agreements to repurchase		125,094
Trading liabilities		137,150
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		90,745
Subordinated notes and debentures		18,638
Other liabilities		41,884
TOTAL LIABILITIES		1,004,043
Minority Interest in consolidated subsidiaries		1,956

EQUITY CAPITAL

Perpetual preferred stock and related surplus	0
Common stock	1,785
Surplus (exclude all surplus related to preferred stock)	59,450
Retained earnings	27,149
Accumulated other comprehensive income	(989	)
Other equity capital components	0
TOTAL EQUITY CAPITAL	87,395
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL	1,093,394

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

MICHAEL J. CAVANAGH)
WILLIAM B. HARRISON , JR.) DIRECTORS
JAMES DIMON )

-5-