PROSPECTUS

calculation of registration fee

Title of Each Class of

Securities Offered

Maximum Aggregate

Offering Price

Amount of

Registration Fee

Senior Unsecured Notes

$850,000,000.00

$90,950.00

PROSPECTUS

Pricing Supplement Number: 4458

Dated March 29, 2006

Filed Pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT

Dated October 23, 2006

Dated March 29, 2006

Registration Statement: No. 333-132807

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Senior Unsecured Floating Rate Notes)

Issuer:

General Electric Capital Corporation

   

Ratings:

Aaa/AAA

   

Trade Date:

October 23, 2006

   

Settlement Date (Original Issue Date):

October 26, 2006

   

Maturity Date:

October 24, 2008

   

Principal Amount:

US$850,000,000

   

Price to Public (Issue Price):

100.000%

   

Agents Commission:

0.10%

   

All-in Price:

99.900%

   

Accrued Interest:

N/A

   

Net Proceeds to Issuer:

US$849,150,000

   

Interest Rate Basis

(Benchmark):

LIBOR, as determined by LIBOR Telerate

   

Index Currency:

U.S. Dollars

   

Spread (plus or minus):

0.00%

   

Index Maturity:

Three Months

   

Interest Payment Period:

Quarterly

   

Interest Payment Dates:

Quarterly on each January 26, April 26, July 26 and October 26 of each year, commencing January 26, 2007 and ending on the Maturity Date

 

 

Page 2

Filed Pursuant to Rule 424(b)(3)

Dated October 23, 2006

Registration Statement No. 333-132807

Initial Interest Rate:

To be determined two London Business days prior to each Interest Reset Date

   

Interest Reset Periods and Dates:

Quarterly on each Interest Payment Date

   

Interest Determination Dates:

Quarterly, two London Business Days prior to each Interest Reset Date

   

Day Count Convention:

Actual/360

   

Denominations:

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

   

CUSIP:

36962GY57

   

ISIN:

N/A

   

Common Code:

N/A

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.

Plan of Distribution:

The Notes are being purchased by the underwriters listed below (collectively, the "Underwriters"), as principal, at 100.000% of the aggregate principal amount less an underwriting discount equal to 0.10% of the principal amount of the Notes.

Institution

Lead Managers:

Commitment

J.P. Morgan Securities Inc.

$408,000,000

Lehman Brothers Inc.

$408,000,000

   

Co-managers:

 

Blaylock & Company, Inc.

$8,500,000

Samuel A. Ramirez & Company, Inc.

$8,500,000

Utendahl Capital Group, L.L.C.

$8,500,000

The Williams Capital Group, L.P.

$8,500,000

   

Total

$850,000,000

GE Capital Markets, Inc. will act as a sales agent in connection with the offering and will receive a fee from the underwriters equal to 0.032% of the principal amount of the notes.

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 October 23, 2006

Registration Statement No. 333-132807

Additional Information:

At June 30, 2006, the Company had outstanding indebtedness totaling $382.374 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 June 30, 2006, excluding subordinated notes payable after one year, was equal to $379.581 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,

   

Six Months ended

June 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.