Filed Pursuant to Rule 433

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee

Senior Notes

$300,000,000

$34,830

PROSPECTUS

Dated January 23, 2009

Pricing Supplement Number: 5035

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated January 23, 2009

Dated May 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, 2010 filed with the Securities and Exchange Commission.

Issuer:

General Electric Capital Corporation

Trade Date:

May 4, 2011

Settlement Date (Original Issue Date):

May 9, 2011

Maturity Date:

May 9, 2016

Principal Amount:

US $300,000,000

Price to Public (Issue Price):

100.00%

Agents Commission:

0.325%

All-in Price:

99.675%

Net Proceeds to Issuer:

US $299,025,000

Interest Rate Basis (Benchmark):

3-month LIBOR, as determined by Reuters

Index Currency:

U.S. Dollars

Spread (Plus or Minus):

Plus 0.87%

Index Maturity:

Three Months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on the 9th day of each February, May, August and November, commencing August 9, 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

   

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated May 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:

36962G5D2

ISIN:

US36962G5D23

Common Code:

062602414

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 0.325% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

Barclays Capital Inc.

$71,250,000

Goldman, Sachs & Co.

$71,250,000

J.P. Morgan Securities LLC

$71,250,000

Morgan Stanley & Co. Incorporated

$71,250,000

Co-Managers:

Blaylock Robert Van, LLC

$3,000,000

CastleOak Securities, L.P.

$3,000,000

Lebenthal & Co. LLC

$3,000,000

Samuel Ramirez & Co., Inc.

$3,000,000

The Williams Capital Group, L.P.

$3,000,000

Total

$300,000,000

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

Page 3

Filed Pursuant to Rule 424(b)(3)

Dated May 4, 2011

Registration Statement No. 333-156929

Additional Information

General

At the year ended December 31, 2010, we had outstanding indebtedness totaling $397.992 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 December 31, 2010, excluding subordinated notes and debentures payable after one year, was equal to $388.418 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,

2006

2007

2008

2009

2010

1.63

1.56

1.24

0.85

1.13

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.