PROSPECTUS

PROSPECTUS

Pricing Supplement No. 4235

Dated May 17, 2005

Dated October 3, 2005

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated August 24, 2005

No. 333-123085

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Floating Rate Notes)

Trade Date:

October 3, 2005

Settlement Date (Original Issue Date):

October 6, 2005

Maturity Date:

October 6, 2015

Principal Amount (in Specified Currency)

U.S.$ 250,000,000

Price to Public (Issue Price):

100.00%

Agent's Discount or Commission:

0.400%

Net Proceeds to Issuer (in Specified Currency):

U.S.$ 249,000,000

Interest Rate:

Interest Calculation:

n Regular Floating Rate

 Inverse Floating Rate

 Other Floating Rate

  

Interest Rate Basis:

LIBOR

Index Currency:

U.S. Dollars

Spread (Plus or Minus)

Plus 0.19%

Index Maturity:

Three Months

Spread Multiplier:

N/A

Maximum Interest Rate:

N/A

Minimum Interest Rate:

N/A

Interest Payment Period:

Quarterly

Interest Payment Dates:

Quarterly on each January 6, April 6, July 6 and October 6 of each year, commencing January 6, 2006 and ending on the Maturity Date.

Initial Interest Rate:

To be determined two London Business Days prior to the Original Issue Date based on three month USD LIBOR plus 0.19%.

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.

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.

 

 

(Floating Rate)
 

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Pricing Supplement No. 4235
 

Dated October 3, 2005
 

Rule 424(b)(3)-Registration Statement
 

No.333-123085

Clearance and Settlement:

X

 

DTC Only.
     

___

  

DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Global Clearance and Settlement Procedures" in the accompanying Prospectus Supplement).
     

___

  

DTC and Euroclear/Clearstream, Luxembourg (as described under "Description of Notes - General - Special Provisions Relating to Certain Foreign Currency Notes" in the accompanying Prospectus Supplement).
     

___

  

Euroclear and Clearstream, Luxembourg only.

CUSIP No.: 36962GS54

Repayment, Redemption and Acceleration

Optional Repayment Date(s): N/A

Initial Redemption Date: N/A

Initial Redemption Percentage: N/A

Annual Redemption Percentage Reduction: N/A

Modified Payment Upon Acceleration: N/A

Original Issue Discount:

Amount of OID: N/A

Yield to Maturity: N/A

Interest Accrual Date: N/A

Initial Accrual Period OID: N/A

Amortizing Notes:

Amortization Schedule: N/A

 

 

 

 

(Floating Rate)
 

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Pricing Supplement No. 4235
 

Dated October 3, 2005

 

Rule 424(b)(3)-Registration Statement
 

No. 333-123085

Dual Currency Notes:

Face Amount Currency: N/A

Optional Payment Currency: N/A

Designated Exchange Rate: N/A

Option Value Calculation Agent: N/A

Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A

Determination Agent: N/A

Listing:

___ Listed on the Official List of the UK Listing Authority and an application has been made for the Notes to be admitted to trading on the London Stock Exchanges Gilt Edged and Fixed Interest Market

_X_ Not listed on the Official List of the UK Listing Authority

Additional Information:

General.


At June 30, 2005, the Company had outstanding indebtedness totaling $346.445 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, 2005, excluding subordinated notes payable after one year was equal to $345.672 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, 2005

2000

2001

2002

2003

2004

  
 

(Restated)

(Restated)

(Restated)

(Restated)

  

1.52

1.73

1.66

1.86

1.89

1.72

 

(Floating Rate)
 

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Pricing Supplement No. 4235
 

Dated October 3, 2005

 

Rule 424(b)(3)-Registration Statement
 

No. 333-123085

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.

Plan of Distribution:

The Notes are being purchased by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), as principal, at 100.00% of the aggregate principal amount less an underwriting discount equal to 0.400% of the principal amount of the Notes.

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