Filed Pursuant to Rule 433

Filed Pursuant to Rule 433

Dated January 4, 2011

Registration Statement No. 333-156929

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Floating Rate Notes)

Investing in these notes involves risks. See "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission.

Issuer:

General Electric Capital Corporation

Trade Date:

January 4, 2011

Settlement Date (Original Issue Date):

January 7, 2011

Maturity Date:

January 7, 2014

Principal Amount:

US $1,250,000,000

Price to Public (Issue Price):

100.00%

Agents Commission:

0.20%

All-in Price:

99.80%

Net Proceeds to Issuer:

US $1,247,500,000

Interest Rate Basis (Benchmark):

LIBOR, as determined by Reuters

Index Currency:

U.S. Dollars

Spread (Plus or Minus):

Plus 0.85 %

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on the 7th day of each January, April, July and October, commencing April 7, 2011 and ending on the Maturity Date

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date

 

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Filed Pursuant to Rule 433

Dated January 4, 2011

Registration Statement No. 333-156929

Interest Determination Date:

Quarterly, two London Business Days prior to each Interest Reset Date

Day Count Convention:

Actual/360, Modified Following Adjusted

Business Day Convention:

New York

Denominations:

Minimum of $2,000 with increments of $1,000 thereafter.

CUSIP:

36962G4W1

ISIN:

US36962G4W13

Common Code:

057680725

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 100% of the aggregate principal amount less an underwriting discount equal to 0.200% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Barclays Capital Inc.

$237,500,000

Citigroup Global Markets Inc.

$237,500,000

J.P. Morgan Securities LLC

$237,500,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

$237,500,000

Morgan Stanley & Co. Incorporated

$237,500,000

Co-Managers:

Aladdin Capital LLC

$12,500,000

CastleOak Securities, L.P.

$12,500,000

Samuel Ramirez & Co., Inc.

$12,500,000

The Williams Capital Group, L.P.

$25,000,000

Total

$1,250,000,000

The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

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Filed Pursuant to Rule 433

Dated January 4, 2011

Registration Statement No. 333-156929

Additional Information

General

At the quarter ended September 30, 2010, we had outstanding indebtedness totaling $408.927 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year, and excluding bank deposits and non-recourse borrowings of consolidated securitization entities. The total amount of outstanding indebtedness at September 30, 2010, excluding subordinated notes and debentures payable after one year, was equal to $399.499 billion.

Consolidated Ratio of Earnings to Fixed Charges

 

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:

Year Ended December 31,

Nine Months Ended

2005

2006

2007

2008

2009

September 30, 2010

1.66

1.63

1.56

1.24

0.85

1.11

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, noncontrolling interests, discontinued operations and undistributed earnings of equity investees.

Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which we believe is a reasonable approximation of the interest factor of such rentals.

CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC Web site at www.sec.gov. Alternatively, the Issuer or the underwriter participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. at (877) 858-5407, J.P. Morgan Securities LLC collect at (212) 834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322, or Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649.