PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4255

Dated May 17, 2005

Dated December 1, 2005

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)

Dated August 24, 2005

Registration Statement No. 333-123085

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Fixed Rate Notes)

Issuer:

General Electric Capital Corporation

Ratings:

Aaa/AAA

Trade Date/Pricing Effective Time:

December 1, 2005, 11:00 A.M. Eastern Standard Time

Settlement Date (Original

Issue Date):

December 6, 2005

Maturity Date:

November 15, 2011

Principal Amount:

US$600,000,000

Price to Public (Issue Price):

99.552%

Agents Commission:

0.300%

All-in Price:

99.252%

Accrued Interest:

US$ 333,333

Re-Offer Yield:

5.089%

Net Proceeds to Issuer:

US$ 595,845,333

Interest Rate Per Annum:

5.000%

Interest Payment Dates:

Semi-Annually on each May 15th and November 15th of each year, commencing May 15th, 2006 and ending on the Maturity Date

Day Count Convention:

30/360

Denominations:

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

Call Dates (if any):

Not Applicable

Call Notice Period:

Not Applicable

Put Dates (if any):

Not Applicable

 

Pricing Supplement No. 4255

Page 2

Put Notice Period:

Not Applicable

Plan of Distribution:

The Notes are being purchased by the following financial institutions in their respective amounts (collectively, the "Underwriters"), as principal, at 99.552% of the aggregate principal amount less an underwriting discount equal to 0.30%% of the principal amount of the Notes.

 

 

 

Lead Manager:

Institution Commitment

Lehman Brothers Inc. $ 480,000,000

UBS Securities LLC 35,000,000

 

Co-Managers:

Blaylock & Partners, L.P. $ 85,000,000

Total $ 600,000,000

 

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

CUSIP:

 

 

 

36962GT38

ISIN:

US 36962GT386

Common Code:

023763028

Reopening of Issue:

The Notes are intended to be fully-fungible and will form a single series with the Companys US$1,000,000,000 principal amount of Global Medium-Term Notes Due November 15, 2011 to be issued on December 2, 2005 under the Companys Pricing Supplement No. 4254 dated November 29, 2005.

 

 

Pricing Supplement No. 4255

Page 3

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,

  1. 1.52

  2. (Restated) 1.73
  3. (Restated) 1.66
  4. (Restated) 1.86
  5. (Restated) 1.89

Nine Months

Ended September

30, 2005 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.

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