PROSPECTUS	Pricing Supplement No. 4254
Dated May 17, 2005	Dated November 29, 2005
PROSPECTUS SUPPLEMENT	Rule 424(b)(3)-Registration Statement
Dated August 24, 2005	No. 333-123085

 

 

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Fixed Rate Notes)

 

 

Trade Date:	November 29, 2005
Settlement Date (Original Issue Date):	December 2, 2005
Maturity Date:	November 15, 2011
Principal Amount (in Specified Currency)	US$ 1,000,000,000
Price to Public (Issue Price):	99.794%
Agent's Discount or Commission:	0.300%
Net Proceeds to Issuer (in Specified Currency):	US$ 994,940,000
Interest Rate Per Annum:	5.000%
Interest Payment Date(s):	May 15 and November 15 of each year commencing May 15, 2006 (with respect to the period from and including December 2, 2005 to but excluding May 15, 2006) and ending on the Maturity Date.

 

Clearance and Settlement:

		DTC Only
X		DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement)
		DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes - General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).
		Euroclear and Clearstream, Luxembourg only

 

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

 

	(Fixed Rate)
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	Pricing Supplement No. 4254
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	Rule 424(b)(3)-Registration Statement
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CUSIP: 36962GT38

ISIN: US36962GT386

Common Code: 023763028

Repayment, Redemption and Acceleration

Optional Repayment Date(s): N/A
Initial Redemption Date: N/A
Initial Redemption Percentage: N/A
Annual Redemption Percentage Reduction: N/A
Modified Payment Upon Acceleration: N/A

Original Issue Discount:

Amount of OID: N/A
Yield to Maturity: N/A
Interest Accrual Date: N/A
Initial Accrual Period OID: N/A

Amortizing Notes:

Amortization Schedule: N/A

Dual Currency Notes:

Face Amount Currency: N/A
Optional Payment Currency: N/A
Designated Exchange Rate: N/A
Option Value Calculation Agent: N/A
Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A
Determination Agent: N/A

	(Fixed Rate)
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	Rule 424(b)(3)-Registration Statement
	No. 333-123085

Listing:

___ Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchanges Gilt Edged and Fixed Interest Market

_X_ Not listed on the Official List of the UK Listing Authority

 

Additional Information:

General.

At September 30, 2005, the Company had outstanding indebtedness totaling $344.022 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at September 30, 2005, excluding subordinated notes payable after one year was equal to $341.143 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
2000	2001			2002			2003			2004			September 30, 2005
		(Restated)			(Restated)			(Restated)			(Restated)
1.52		1.73			1.66			1.86			1.89			1.82

For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals.

 

	(Fixed Rate)
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	Pricing Supplement No. 4254
	Dated November 29, 2005
	Rule 424(b)(3)-Registration Statement
	No. 333-123085

 

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 99.794% of the aggregate principal amount less an underwriting discount equal to 0.300% of the principal amount of the Notes.

Institution Lead Manager:	Commitment
Lehman Brothers Inc.	$ 760,000,000
UBS Securities LLC	70,000,000
Co-Managers:
Blaylock & Partners, L.P.	170,000,000
Total	$1,000,000,000

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