SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								October 15, 2004
Mail Stop 0408

By U.S. Mail and Facsimile

Alan M. Green
General Counsel, Corporate Treasury and Assistant Secretary
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927

Re:	General Electric Capital Corporation
	Form S-3 filed September 14, 2003
	File No. 333-118974

Dear Mr. Green:

      	As we discussed recently by phone, we are currently
monitoring the above registration statement with specific regard
for
certain matters and have the following comments  on the
registration
statement and related marketing materials.  Where we indicate, we
think you should revise your document in response to our comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Form S-3

General

1. We note that investors are not required to view the electronic
version of the prospectus posted on your website before submitting
an
online enrollment application.  Please tell us what efforts you
have
made, if any, to ensure that electronic delivery of the prospectus
has occurred before each investor submits its enrollment
application.
For guidance, refer to Securities Act Release No. 7233 (October 6,
1995) and Securities Act Release No. 7856 (April 28, 2000).

2. We note your disclosure on page 7 of your prospectus that the
interest rate on the notes is adjusted weekly by the Money Market
Account Committee to reflect money market conditions.  Please
supplementally explain how you comply with your obligations to
file
and deliver a prospectus supplement when there is a change in the
interest rate on the notes.  We may have further comment.

3. Please supplementally tell us what procedures are in place to
ensure compliance with Rule 10b-10 of the Exchange Act.  Do the
contents of the confirmations make it clear to investors that they
have purchased a registered security?  What do the confirmations
say
with respect to liability under Section 11 of the Securities Act?
Also, please supplementally describe the timing of when
confirmations
are sent.  We may have further comment.

4. Please tell us supplementally whether you provide investors
with a
prospectus at any point after the original purchase of a note, for
example when investors invest additional funds in their account.
If
no such additional prospectuses are provided, please provide us
with
your analysis of how this practice is in accord with the
Securities
Act of 1933.

5. Please discuss your practices with respect to your distribution
of
the offering and marketing materials that you have provided us,
including the plan document.  Please also supplementally confirm
to
us, if true, that a final prospectus always accompanies or
precedes
the delivery of the marketing materials.

6. We note you are registering $12,000,000,0000 of Demand Notes.
Please supplementally explain how you calculate the principal
amount
of your notes outstanding.  For example, when an investor redeems
some or all of his notes, do you ever reissue the redeemed amount
of
notes to the same investor or to other investors without further
registration?  We may have additional comments based on your
response.

7. Please refrain from using terms such as "account," "program,"
or
"withdraw" in the prospectus, your marketing materials and
elsewhere
since the use of those terms may inaccurately suggest to investors
that the terms of the notes are similar to, and the level of risk
associated with an investment in the notes is commensurate with, a
bank account or a fund account deposit.

8. Please revise to include risk factor disclosure, or explain
supplementally why such disclosure is not necessary.

9. The Notes are described as being "variable denomination" and
the
company makes the  statement on page 2 that the "principal amount
of
each Note will be equal to all investments made in the Notes by
you,
plus accrued and reinvested interest, less any redemptions and
fees."
This language suggests that an investor purchases a single
security,
no matter the timing or amount of the investments made, and makes
only a single investment decision.  Please revise to delete this
language, and clarify that the investor purchases a new note or
notes
each time he or she invests additional funds.

Cover Page

10. Revise to limit the cover to information required under Item
501
of Regulation S-K or necessary for an investment decision.

11. Revise the bullet pointed disclosure to include the "warning
statement" subheading included in the electronic version of the
prospectus.

12. Please disclose here and in the summary the amount of debt
that
ranks equal with or in priority to the demand notes.

13. Please disclose here and in the summary that the initial
interest
rate applicable to the notes and all subsequent changes to the
initial interest rate will be disclosed in prospectus supplements
filed in accordance with Rule 424(b).

14. Please include a statement that it is possible for investors
to
lose money if the company is unable to pay its debts.

15. Where you can get more information on GE Capital - page 2

16. Include a sentence at the beginning of the first paragraph
stating that the notes are a debt instrument, that only the
company`s
assets are available to pay the principal and interest of the
notes,
and that the investor may learn more about the financial status of
the company by reading its periodic reports.

Summary Page

17. Please include a summary section immediately following the
cover
page of the prospectus that includes a brief description of the
principal terms of the notes.

The GE Interest Plus Program - page 2

18. Since you compare the interest rate of the notes to that of
money
funds reported in the Money Fund Report, revise to clearly explain
the differences between the notes and such money funds.

Marketing materials

19. Please send us a copy of all printed marketing materials for
the
Demand Notes.

20. Revise all marketing materials to state prominently that the
Demand Notes are unsecured, senior debt obligations and are not
FDIC
insured, and that they do not constitute a bank account.
Throughout
the materials, wherever you discuss the advantages of the Demand
Notes, please balance the statements with this disclosure.

21. With respect to all marketing materials, printed or
electronic,
wherever comparison is made between the Demand Notes and the money
market rates, or the term "money market" is otherwise used, revise
to
include a statement in close succession indicating that the
accounts
are not money market accounts and noting the principal ways in
which
the notes are different from money market funds. This information
should highlight the reasons that the Notes cannot meet the
definition of a "money market" instrument.

Exhibits

22. Please supplementally provide us with a copy of the plan for
our
review and comment.

*	*	*

Closing Comments

      Please furnish a letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      23. As appropriate, please amend your registration statement
in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Gregory Dundas at (202) 942-2932 or me, at
(202)
942-1790 with any questions.

							Sincerely,

							Todd K. Schiffman
							Assistant Director

??

??

??

??

GE Capital Corporation
Page 5

</TEXT>
</DOCUMENT>