SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported) June 28, 1996

                      GENERAL ELECTRIC CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

NEW YORK                             1-6461                           13-1500700
(State or other jurisdiction      (Commission                      (IRS Employer
 of incorporation)                File Number)               Identification No.)

260 LONG RIDGE ROAD, STAMFORD, CT                                          06927
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (203) 357-4000



                                 NOT APPLICABLE

          (Former name or former address, if changed since last report)


<PAGE>



Item 5. Other Events

General Electric Capital  Corporation's  common stock is wholly owned by General
Electric  Capital  Services,  Inc.,  all of whose common stock is in turn wholly
owned by General  Electric  Company.  During the year ended  December  31, 1995,
General  Electric  Capital  Corporation  and its  consolidated  affiliates  ("GE
Capital") completed several business  acquisitions,  and entered into definitive
agreements to consummate other business acquisitions,  none of which, on a stand
alone  basis,  were  deemed  significant  for  purposes  of  Regulation  S-X. In
aggregate,  however,  GE  Capital's  completed  and  probable  acquisitions  are
significant as defined by Regulation  S-X. The  acquisitions,  described  below,
represent   GE  Capital's   principal   completed   and  probable   acquisitions
(collectively  called the "Acquired  Companies" or "Acquisitions")  for the year
ended  December 31, 1995.  The  Acquisitions  involve  expansion of GE Capital's
existing  lines of  business.  GE Capital  operates in four  financing  industry
segments and a specialty insurance industry segment.  The segments most affected
by the 1995 acquisitions are mid-market financing,  consumer services, equipment
management and specialty insurance.

GE Capital acquired a majority of the issued and outstanding  common shares of a
major French financial services company. The company,  operating  principally in
France,   its   territories   and  certain  other  European   countries,   is  a
multi-platform  finance  organization  providing  auto  financing,  consumer and
commercial loans, and insurance products. This acquisition, although primarily a
consumer business,  contains a mix of financial products applicable to all of GE
Capital's segments.

Mid-market  financing  acquired the equipment finance and small business finance
businesses  from  a  large  multinational  financial  corporation.   Separately,
mid-market  financing  acquired the equipment finance business from a large bank
based in New Jersey.  The equipment  finance  businesses  provide  financing for
customers  to  purchase or lease  capital  assets,  whereas  the small  business
finance  business is the second largest non-bank lender under the Small Business
Administration's Section 7(a) loan program.

Equipment management acquired a fleet management business in the United Kingdom,
expanding its market penetration in Europe.

Two other  acquisitions  were  completed  jointly by  mid-market  financing  and
consumer services as the activities acquired contain a mix of financial products
applicable to both segments.  The first acquisition  resulted in the purchase of
GE Capital's joint venture  partner's  ownership share of a Hong Kong restricted
license bank whose business consists of deposit taking and installment  finance,
including  personal  loans,   leasing,   business  loans,   property  financing,
residential  mortgages and related types of  financing.  The second  acquisition
involved  the  purchase of a family owned  business  with half of its  portfolio
invested in retail auto  point-of-sale  financing and the other half invested in
light equipment  (e.g.,  copiers,  security  systems) and heavy equipment (e.g.,
factory equipment)  financing.  This business operates exclusively in France and
its territories.

Other  acquisitions  that relate solely to the consumer services segment include
the purchase of a private label credit card business  from  Australia's  largest
retail corporation, the purchase of a majority interest in an automobile leasing
business in Italy, the purchase of a U.S.-based life insurance company providing
long-term  care,  long-term  disability,  corporate  owned life and other  group
insurance  (primarily  accidental  death  insurance),  and  the  purchase  of  a
U.S.-based life insurance  company  providing various annuity and life insurance
products.

Specialty  insurance acquired an entity that is licensed in all 50 states in the
U.S.,  the  District  of  Columbia  and  all  provinces  of  Canada  to  provide
supplemental  life,  accident and health, and credit insurance  products.  These
products are primarily marketed to affinity groups (i.e., large associations and
major issuers of credit cards),  financial  institutions and other  associations
and employee groups.


                                       1
<PAGE>


Pro Forma Financial Information
- -------------------------------

The accompanying  unaudited pro forma condensed,  combined financial information
gives effect to the Acquired Companies described above.

The unaudited pro forma condensed, combined statement of operations for the year
ended  December  31, 1995  combines  the  historical  consolidated  statement of
operations of GE Capital and all  Acquisitions as if the  transactions  had been
effective on January 1, 1995.

The unaudited  pro forma  condensed,  combined  financial  information  has been
prepared by GE Capital based upon the principles of purchase accounting assuming
an aggregate  estimated  purchase price of $6.2 billion,  including  acquisition
costs and estimable  purchase price adjustments as described in the accompanying
notes. Under this method of accounting,  which is required by generally accepted
accounting  principles,  assets and  liabilities  of the Acquired  Companies are
adjusted to their estimated fair values.

GE Capital  continues to obtain detailed  information in order to  appropriately
allocate  the  cost  of its  investments  to the  fair  values  of the  Acquired
Companies' assets and liabilities. The allocation of the cost of the investments
reflected in the pro forma data has been made based on available  information or
assumptions  management  believes to be  reasonable.  The excess of the purchase
price over the estimated fair value of the net assets  acquired has been treated
as  goodwill.  Actual  adjustments  may differ  based on the  results of further
evaluation  of the fair  values of the assets and  liabilities  of the  Acquired
Companies.

Certain  amounts  relating  to  the  unaudited  pro  forma  condensed,  combined
financial  information  of the  Acquired  Companies  have been  reclassified  to
conform  to GE  Capital's  presentation.  It is  possible  that a more  detailed
evaluation of the Acquired Companies may result in additional  reclassifications
or adjustments of accounts or result in changes to accounting  principles of the
Acquired Companies.

For  purposes of  preparing  the  accompanying  unaudited  pro forma  condensed,
combined  financial  information,  it is  assumed  that  the  Acquisitions  were
initially financed through commercial paper and long-term  borrowings.  However,
the actual  structure of the permanent  financing for the  Acquisitions may vary
from that assumed.

The unaudited  pro forma  condensed,  combined  financial  information  does not
purport to be  indicative  of the results of operations of GE Capital that would
actually have resulted had the Acquisitions  occurred on January 1, 1995 and are
not indicative of the results that will be obtained in the future.


                                       2
<PAGE>


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                             AND ACQUIRED COMPANIES

         UNAUDITED PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1995

(In millions)
<TABLE>
<CAPTION>

                                                                      PRO FORMA
                                                   GE       ACQUIRED  ADJUSTMENTS      PRO FORMA
                                                 CAPITAL    COMPANIES  (NOTE 2)        COMBINED
                                                 --------    -------    -----          --------
<S>                                              <C>         <C>        <C>            <C>     
EARNED INCOME ................................   $ 21,179    $ 2,352    $  10    (A)   $ 23,541
                                                 --------    -------    -----          --------

EXPENSES

Interest .....................................      6,455        252      237    (B)      6,944
Operating and administrative .................      6,243        673       65    (C)      6,981
Insurance losses and policyholder and annuity
benefits .....................................      2,031        976     --               3,007
Provision for losses on financing receivables       1,117         31     --               1,148
Depreciation and amortization of buildings and
equipment and equipment on operating leases ..      2,001         29       (3)   (D)      2,027
                                                 --------    -------    -----          --------
Earnings before income taxes .................      3,332        391     (289)            3,434
Provision for income taxes ...................     (1,071)      (140)     101    (E)     (1,110)
                                                 --------    -------    -----          --------
Net earnings .................................   $  2,261    $   251    $(188)         $  2,324
                                                 ========    =======    =====          ========


See accompanying notes to Unaudited Pro Forma Condensed, Combined Statement of Operations.
</TABLE>


                                       3
<PAGE>


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                             AND ACQUIRED COMPANIES

    NOTES TO UNAUDITED PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

Note 1:          The  basis  of  presentation  for the  unaudited  pro  forma
                 condensed,  combined  statement of  operations  is contained on
                 page 2 of this Form 8-K and should be read in conjunction  with
                 the notes hereto.

Note 2:          Pro forma adjustments and eliminations are as follows:

                                                                                              YEAR ENDED
                                                                                           DECEMBER 31, 1995
                                                                                             (IN MILLIONS)
                                                                                           -----------------
<S>     <C>    <C>                                                                            <C>
         (A)     Elimination of net losses on sales of securities realized by the
                 Acquired Companies.  Such gains and losses would not have been
                 recognized if the Acquisitions had taken place on January 1, 1995, as
                 such investments would have been recorded at fair value as a result
                 of purchase business combination accounting.  Gains or losses, if any,
                 that would have been realized under GE Capital's ownership
                 are not determinable.                                                         $     12

                 Elimination of investment income of the Acquired Companies as a
                 result of recording investments at fair value assuming
                 the Acquisitions took place on January 1, 1995.                                     (2)
                                                                                               --------
                                                                                               $     10
                                                                                               ========
         (B)     Interest expense on assumed additional borrowings
                 required to finance the Acquired Companies.                                   $    333

                 Less:  Elimination of interest expense associated with the
                 refinancing of the Acquired Companies' debt by GE Capital.                         (96)
                                                                                               --------
                                                                                               $    237
                                                                                               ========
         (C)     Amortization of goodwill from the Acquisitions,
                 assumed to be over 15-20 years.                                               $     51

                 Estimated  costs,  principally  certain  salaries,  bonuses and
                 employee benefits, that the Acquired Companies would not have
                 incurred had the Acquisitions taken place on January 1, 1995.                       (2)

                 Elimination of amortization of deferred acquisition costs which
                 would not have been expensed during 1995 as a result of purchase
                 business combination accounting had the Acquisitions taken
                 place on January 1, 1995.                                                         (128)

                 Assumed net amortization of PVFP.                                                  144
                                                                                               --------

                                                                                               $     65
                                                                                               ========
</TABLE>

                                       4
<PAGE>


Note 2:  Pro forma adjustments and eliminations (continued):
<TABLE>
<CAPTION>

                                                                                              YEAR ENDED
                                                                                           DECEMBER 31, 1995
                                                                                             (IN MILLIONS)
                                                                                           -----------------

<S>     <C>    <C>                                                                             <C>

         (D)     Reduction of depreciation  expense resulting from the buildings
                 and equipment of the Acquired  Companies being recorded at fair
                 value under purchase business combination accounting.                         $     (3)
                                                                                               ========

         (E)     Provisions  for income taxes are based on the statutory rate of
                 35%. The rate was applied to the pre-tax  income effects of pro
                 forma adjustments for the year ended December 31, 1995.

</TABLE>

                                       5
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            GENERAL ELECTRIC CAPITAL CORPORATION
                                                          (Registrant)

Date:    June 28, 1996          By:   /s/  J. A. Parke
                                     -------------------------------------------
                                     J. A. Parke, Senior Vice President, Finance
                                            (Principal Financial Officer)

Date:    June 28, 1996          By:   /s/  J. C. Amble
                                     -------------------------------------------
                                     J. C. Amble, Vice President and Controller
                                            (Principal Accounting Officer)

                                      


                                       6
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SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported) June 28, 1996

                      GENERAL ELECTRIC CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

NEW YORK                             1-6461                           13-1500700
(State or other jurisdiction      (Commission                      (IRS Employer
 of incorporation)                File Number)               Identification No.)

260 LONG RIDGE ROAD, STAMFORD, CT                                          06927
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (203) 357-4000

                                 NOT APPLICABLE

          (Former name or former address, if changed since last report)
Item 5. Other Events

General Electric Capital  Corporation's  common stock is wholly owned by General
Electric  Capital  Services,  Inc.,  all of whose common stock is in turn wholly
owned by General  Electric  Company.  During the year ended  December  31, 1995,
General  Electric  Capital  Corporation  and its  consolidated  affiliates  ("GE
Capital") completed several business  acquisitions,  and entered into definitive
agreements to consummate other business acquisitions,  none of which, on a stand
alone  basis,  were  deemed  significant  for  purposes  of  Regulation  S-X. In
aggregate,  however,  GE  Capital's  completed  and  probable  acquisitions  are
significant as defined by Regulation  S-X. The  acquisitions,  described  below,
represent   GE  Capital's   principal   completed   and  probable   acquisitions
(collectively  called the "Acquired  Companies" or "Acquisitions")  for the year
ended  December 31, 1995.  The  Acquisitions  involve  expansion of GE Capital's
existing  lines of  business.  GE Capital  operates in four  financing  industry
segments and a specialty insurance industry segment.  The segments most affected
by the 1995 acquisitions are mid-market financing,  consumer services, equipment
management and specialty insurance.

GE Capital acquired a majority of the issued and outstanding  common shares of a
major French financial services company. The company,  operating  principally in
France,   its   territories   and  certain  other  European   countries,   is  a
multi-platform  finance  organization  providing  auto  financing,  consumer and
commercial loans, and insurance products. This acquisition, although primarily a
consumer business,  contains a mix of financial products applicable to all of GE
Capital's segments.

Mid-market  financing  acquired the equipment finance and small business finance
businesses  from  a  large  multinational  financial  corporation.   Separately,
mid-market  financing  acquired the equipment finance business from a large bank
based in New Jersey.  The equipment  finance  businesses  provide  financing for
customers  to  purchase or lease  capital  assets,  whereas  the small  business
finance  business is the second largest non-bank lender under the Small Business
Administration's Section 7(a) loan program.

Equipment management acquired a fleet management business in the United Kingdom,
expanding its market penetration in Europe.

Two other  acquisitions  were  completed  jointly by  mid-market  financing  and
consumer services as the activities acquired contain a mix of financial products
applicable to both segments.  The first acquisition  resulted in the purchase of
GE Capital's joint venture  partner's  ownership share of a Hong Kong restricted
license bank whose business consists of deposit taking and installment  finance,
including  personal  loans,   leasing,   business  loans,   property  financing,
residential  mortgages and related types of  financing.  The second  acquisition
involved  the  purchase of a family owned  business  with half of its  portfolio
invested in retail auto  point-of-sale  financing and the other half invested in
light equipment  (e.g.,  copiers,  security  systems) and heavy equipment (e.g.,
factory equipment)  financing.  This business operates exclusively in France and
its territories.

Other  acquisitions  that relate solely to the consumer services segment include
the purchase of a private label credit card business  from  Australia's  largest
retail corporation, the purchase of a majority interest in an automobile leasing
business in Italy, the purchase of a U.S.-based life insurance company providing
long-term  care,  long-term  disability,  corporate  owned life and other  group
insurance  (primarily  accidental  death  insurance),  and  the  purchase  of  a
U.S.-based life insurance  company  providing various annuity and life insurance
products.

Specialty  insurance acquired an entity that is licensed in all 50 states in the
U.S.,  the  District  of  Columbia  and  all  provinces  of  Canada  to  provide
supplemental  life,  accident and health, and credit insurance  products.  These
products are primarily marketed to affinity groups (i.e., large associations and
major issuers of credit cards),  financial  institutions and other  associations
and employee groups.

                                       1
Pro Forma Financial Information
- -------------------------------

The accompanying  unaudited pro forma condensed,  combined financial information
gives effect to the Acquired Companies described above.

The unaudited pro forma condensed, combined statement of operations for the year
ended  December  31, 1995  combines  the  historical  consolidated  statement of
operations of GE Capital and all  Acquisitions as if the  transactions  had been
effective on January 1, 1995.

The unaudited  pro forma  condensed,  combined  financial  information  has been
prepared by GE Capital based upon the principles of purchase accounting assuming
an aggregate  estimated  purchase price of $6.2 billion,  including  acquisition
costs and estimable  purchase price adjustments as described in the accompanying
notes. Under this method of accounting,  which is required by generally accepted
accounting  principles,  assets and  liabilities  of the Acquired  Companies are
adjusted to their estimated fair values.

GE Capital  continues to obtain detailed  information in order to  appropriately
allocate  the  cost  of its  investments  to the  fair  values  of the  Acquired
Companies' assets and liabilities. The allocation of the cost of the investments
reflected in the pro forma data has been made based on available  information or
assumptions  management  believes to be  reasonable.  The excess of the purchase
price over the estimated fair value of the net assets  acquired has been treated
as  goodwill.  Actual  adjustments  may differ  based on the  results of further
evaluation  of the fair  values of the assets and  liabilities  of the  Acquired
Companies.

Certain  amounts  relating  to  the  unaudited  pro  forma  condensed,  combined
financial  information  of the  Acquired  Companies  have been  reclassified  to
conform  to GE  Capital's  presentation.  It is  possible  that a more  detailed
evaluation of the Acquired Companies may result in additional  reclassifications
or adjustments of accounts or result in changes to accounting  principles of the
Acquired Companies.

For  purposes of  preparing  the  accompanying  unaudited  pro forma  condensed,
combined  financial  information,  it is  assumed  that  the  Acquisitions  were
initially financed through commercial paper and long-term  borrowings.  However,
the actual  structure of the permanent  financing for the  Acquisitions may vary
from that assumed.

The unaudited  pro forma  condensed,  combined  financial  information  does not
purport to be  indicative  of the results of operations of GE Capital that would
actually have resulted had the Acquisitions  occurred on January 1, 1995 and are
not indicative of the results that will be obtained in the future.

                                       2
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                             AND ACQUIRED COMPANIES

         UNAUDITED PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1995

(In millions)
PRO FORMA
                                                   GE       ACQUIRED  ADJUSTMENTS      PRO FORMA
                                                 CAPITAL    COMPANIES  (NOTE 2)        COMBINED
                                                 --------    -------    -----          --------
EARNED INCOME ................................   $ 21,179    $ 2,352    $  10    (A)   $ 23,541
                                                 --------    -------    -----          --------

EXPENSES

Interest .....................................      6,455        252      237    (B)      6,944
Operating and administrative .................      6,243        673       65    (C)      6,981
Insurance losses and policyholder and annuity
benefits .....................................      2,031        976     --               3,007
Provision for losses on financing receivables       1,117         31     --               1,148
Depreciation and amortization of buildings and
equipment and equipment on operating leases ..      2,001         29       (3)   (D)      2,027
                                                 --------    -------    -----          --------
Earnings before income taxes .................      3,332        391     (289)            3,434
Provision for income taxes ...................     (1,071)      (140)     101    (E)     (1,110)
                                                 --------    -------    -----          --------
Net earnings .................................   $  2,261    $   251    $(188)         $  2,324
                                                 ========    =======    =====          ========

See accompanying notes to Unaudited Pro Forma Condensed, Combined Statement of Operations.
3
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                             AND ACQUIRED COMPANIES

    NOTES TO UNAUDITED PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
Note 1:          The  basis  of  presentation  for the  unaudited  pro  forma
                 condensed,  combined  statement of  operations  is contained on
                 page 2 of this Form 8-K and should be read in conjunction  with
                 the notes hereto.

Note 2:          Pro forma adjustments and eliminations are as follows:

                                                                                              YEAR ENDED
                                                                                           DECEMBER 31, 1995
                                                                                             (IN MILLIONS)
                                                                                           -----------------
(A)     Elimination of net losses on sales of securities realized by the
                 Acquired Companies.  Such gains and losses would not have been
                 recognized if the Acquisitions had taken place on January 1, 1995, as
                 such investments would have been recorded at fair value as a result
                 of purchase business combination accounting.  Gains or losses, if any,
                 that would have been realized under GE Capital's ownership
                 are not determinable.                                                         $     12

                 Elimination of investment income of the Acquired Companies as a
                 result of recording investments at fair value assuming
                 the Acquisitions took place on January 1, 1995.                                     (2)
                                                                                               --------
                                                                                               $     10
                                                                                               ========
         (B)     Interest expense on assumed additional borrowings
                 required to finance the Acquired Companies.                                   $    333

                 Less:  Elimination of interest expense associated with the
                 refinancing of the Acquired Companies' debt by GE Capital.                         (96)
                                                                                               --------
                                                                                               $    237
                                                                                               ========
         (C)     Amortization of goodwill from the Acquisitions,
                 assumed to be over 15-20 years.                                               $     51

                 Estimated  costs,  principally  certain  salaries,  bonuses and
                 employee benefits, that the Acquired Companies would not have
                 incurred had the Acquisitions taken place on January 1, 1995.                       (2)

                 Elimination of amortization of deferred acquisition costs which
                 would not have been expensed during 1995 as a result of purchase
                 business combination accounting had the Acquisitions taken
                 place on January 1, 1995.                                                         (128)

                 Assumed net amortization of PVFP.                                                  144
                                                                                               --------

                                                                                               $     65
                                                                                               ========
4
Note 2:  Pro forma adjustments and eliminations (continued):
YEAR ENDED
                                                                                           DECEMBER 31, 1995
                                                                                             (IN MILLIONS)
                                                                                           -----------------
(D)     Reduction of depreciation  expense resulting from the buildings
                 and equipment of the Acquired  Companies being recorded at fair
                 value under purchase business combination accounting.                         $     (3)
                                                                                               ========

         (E)     Provisions  for income taxes are based on the statutory rate of
                 35%. The rate was applied to the pre-tax  income effects of pro
                 forma adjustments for the year ended December 31, 1995.
5
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            GENERAL ELECTRIC CAPITAL CORPORATION
                                                          (Registrant)

Date:    June 28, 1996          By:   /s/  J. A. Parke
                                     -------------------------------------------
                                     J. A. Parke, Senior Vice President, Finance
                                            (Principal Financial Officer)

Date:    June 28, 1996          By:   /s/  J. C. Amble
                                     -------------------------------------------
                                     J. C. Amble, Vice President and Controller
                                            (Principal Accounting Officer)

                                      

                                       6