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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-A

 

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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GENERAL ELECTRIC CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

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Delaware		13-1500700
(State of incorporation or organization)		(I.R.S. employer identification number)
260 Long Ridge Road Stamford, Connecticut		06927
(Address of principal executive offices)		(Zip Code)

 

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If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the follow box.    x

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the follow box.    ¨

 

Securities Act registration statement file number to which this form relates: 333-114095

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Step-Up PINES due 2035		New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

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Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the Step-Up Public Income NotES due 2035 (the “PINES”) of General Electric Capital Corporation, a Delaware corporation (the “Registrant”), registered hereby is contained under the heading “Description of the PINES” in the pricing supplement, the prospectus supplement and the prospectus thereto forming a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-114095) filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2004, as amended on June 16, 2004, as declared effective by the Commission on June 17, 2004, and is hereby incorporated herein by reference.

 

The Registrant has filed an application to list the Notes on The New York Stock Exchange, Inc. (the “NYSE”). As of the date this registration statement is filed with the Commission, the NYSE has approved the PINES for listing, subject to notice of official issuance. This Registration on Form 8-A is being filed to list the PINES on the NYSE.

 

Item 2. Exhibits.

 

See Exhibit Index.

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant, General Electric Capital Corporation, has duly caused this Form 8-A Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Dated: February 17, 2005

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4(a)		Amended and Restated General Electric Capital Corporation Standard Global Multiple Series Indenture Provisions dated as of February 27, 1997 (incorporated by reference to Exhibit No. 4(a) to the Company’s Registration Statement on Form S-3 (No. 333-59707).
4(b)		Third Amended and Restated Indenture dated as of February 27, 1997 between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as successor trustee (incorporated by reference to Exhibit 4(c) to the Company’s Registration Statement on Form S-3 (No. 333-59707).
4(c)		Form of Global Medium-Term Notes, Series A, Floating Rate Registered Note (incorporated by reference to Exhibit 4(n) to the Company’s Registration Statement on Form S-3 (No. 333-100527).
24		Power of Attorney (incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-3 (No. 333-114095).