PROSPECTUS

calculation of registration fee

Title of Each Class of

Securities Offered

Maximum Aggregate

Offering Price

Amount of

Registration Fee

Senior Unsecured Notes

$350,000,000

$37,450.00

PROSPECTUS

Pricing Supplement Number: 4474

Dated March 29, 2006

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated November 2, 2006

Dated March 29, 2006

Registration Statement: No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Fixed Rate Notes)

Issuer:

General Electric Capital Corporation

   

Ratings:

Aaa/AAA

   

Trade Date/Pricing Effective Time:

November 2, 2006

   

Settlement Date (Original Issue Date):

November 7, 2006

   

Maturity Date:

June 15, 2012

   

Principal Amount:

US$350,000,000

   

Price to Public (Issue Price):

104.117% (plus accrued interest from and including June 15, 2006 to but excluding November 7, 2006)

   

Agents Commission:

0.300%

   

All-in Price:

103.817%

   

Accrued Interest:

$8,283,333.33

   

Net Proceeds to Issuer:

US$371,642,833.33

   

Interest Rate Per Annum:

6.00%

   

Index Currency:

U.S. Dollars

   

Treasury Benchmark:

4.625% due 10/2011

   

Reoffer Spread (plus or minus):

+59 basis points

   

Interest Payment Dates:

June 15th and December 15th of each year commencing December 15, 2006 and ending on the Maturity Date

 

 

 

 

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated November 2, 2006

Registration Statement No. 333-132807

Day Count Convention:

30/360

   

Denominations:

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

   

Call Dates (if any):

N/A

   

Call Notice Period:

N/A

   

Put Dates (if any):

N/A

   

Put Notice Period:

N/A

   

CUSIP:

36962GYY4

   

ISIN:

US36962GYY42

   

Common Code:

014932046

Investing in the Notes involves risks. See "Risks of Foreign Currency Notes and Indexed Notes" on Page 2 of the accompanying prospectus supplement and "Risk Factors" on Page 2 of the accompanying prospectus.

Additional Information:

Reopening of Issue

The Notes are intended to be fully fungible and be consolidated and form a single issue for all purposes with the Issuers issue of US$3,750,000,000 principal amount of Fixed Rate Notes due June 15, 2012 as described in the Issuers pricing supplement numbered 3761 dated May 31, 2002.

Plan of Distribution:

The Notes are being purchased by Citigroup Capital Markets Inc. (the "Underwriter"), as principal, at 104.117% of the aggregate principal amount of the Notes less an underwriting discount equal to 0.300%.

 

 

 

Page 3

Filed Pursuant to Rule 424(b)(3)

Dated November 2, 2006

Registration Statement No. 333-132807

 

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

Additional Information:

At September 30, 2006, the Company had outstanding indebtedness totaling $398.803 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, 2006, excluding subordinated notes payable after one year, was equal to $394.061 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

September 30,

2001

2002

2003

2004

2005

2006

           

1.56

1.62

1.71

1.82

1.66

1.62

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