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<title>GECC_8-K</title>
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<b><font SIZE="1">
<p ALIGN="CENTER"></font><font SIZE="2"> UNITED STATES SECURITIES AND EXCHANGE
COMMISSION</p>
<p ALIGN="CENTER">WASHINGTON, D.C. 20549</p>
<p ALIGN="CENTER">&nbsp;</p>
</font></b>
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    <td VALIGN="TOP"><b><font SIZE="4">
      <p ALIGN="CENTER">FORM 8-K</font></b></td>
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<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">CURRENT REPORT</p>
</font></b><font SIZE="1">
<p ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d) OF THE</p>
<p ALIGN="CENTER">SECURITIES EXCHANGE ACT OF 1934</p>
</font><b><font SIZE="2">
<p ALIGN="CENTER">Date of Report (Date of earliest event reported) April 10,
2003</p>
</font></b>
<p ALIGN="CENTER"><center>
<table BORDER="0" CELLSPACING="1" WIDTH="244">
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    <td VALIGN="MIDDLE"><font SIZE="2">
      <p ALIGN="CENTER">Commission file number 1-6461</font></td>
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<p ALIGN="CENTER">General Electric Capital Corporation</p>
</font></b><font SIZE="2">
<p ALIGN="CENTER">(Exact name of registrant as specified in its charter)</p>
</font>
<p ALIGN="CENTER"><center>
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    <td WIDTH="317" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">Delaware</font></b></td>
    <td WIDTH="15" VALIGN="TOP"></td>
    <td WIDTH="269" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">13-1500700</font></b></td>
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      <hr>
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    <td WIDTH="15" VALIGN="TOP"></td>
    <td WIDTH="269" VALIGN="TOP">
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    </td>
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    <td WIDTH="317" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(State or other jurisdiction of Incorporation or
      organization)</font></td>
    <td WIDTH="15" VALIGN="TOP"></td>
    <td WIDTH="269" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(I.R.S. Employer Identification No.)</font></td>
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<p ALIGN="LEFT">&nbsp;</p>
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      <p ALIGN="CENTER">260 Long Ridge Road, Stamford, Connecticut</font></b></td>
    <td WIDTH="12" VALIGN="TOP"></td>
    <td WIDTH="64" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">06927</font></b></td>
    <td WIDTH="14" VALIGN="TOP"></td>
    <td WIDTH="286" VALIGN="TOP"><b><font SIZE="2">
      <p ALIGN="CENTER">(203) 357-4000</font></b></td>
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    <td WIDTH="298" VALIGN="TOP">
      <hr>
    </td>
    <td WIDTH="12" VALIGN="TOP"></td>
    <td WIDTH="64" VALIGN="TOP">
      <hr>
    </td>
    <td WIDTH="14" VALIGN="TOP"></td>
    <td WIDTH="286" VALIGN="TOP">
      <hr>
    </td>
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    <td WIDTH="298" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(Address of principal executive offices)</font></td>
    <td WIDTH="12" VALIGN="TOP"></td>
    <td WIDTH="64" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(Zip Code)</font></td>
    <td WIDTH="14" VALIGN="TOP"></td>
    <td WIDTH="286" VALIGN="TOP"><font SIZE="2">
      <p ALIGN="CENTER">(Registrant's telephone number, including area code)</font></td>
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</center><b><font SIZE="2">
<p ALIGN="LEFT">&nbsp;</p>
<hr>
</font></b><font SIZE="2">
<b>
<p ALIGN="LEFT">ITEM 5. Other Events</p>
</b>
<p ALIGN="LEFT">The information included in this Form 8-K affects only
disclosures related to segment results, and does not in any way restate or
revise the financial position, results of operations or cash flows in any
reported Statement of Financial Position, Statement of Earnings or Statement of
Cash Flows of General Electric Capital Corporation and consolidated affiliates.</p>
<p ALIGN="LEFT">Historically we have issued about $8 of debt for each $1 of
equity - a &quot;leverage ratio&quot; of 8:1.&nbsp; For purposes of measuring
segment profit, each of our financial services businesses was also assigned debt
and interest costs on the basis of that consolidated 8:1 leverage ratio.&nbsp;
In evaluating expected returns on potential investments, however, we also used
business-specific, market-based leverage ratios.&nbsp; As disclosed in our 2002
Annual Report on Form 10-K as of January 1, 2003, we extended the
business-specific, market-based leverage to the performance measurement of each
of our financial services businesses and, consequently, to the definition of
segment profit.&nbsp; As a result, at January 1, 2003, debt of $12.5 billion
previously allocated to the segments was allocated to the All Other GECS
segment.&nbsp; At the same time, we revised our historical techniques for
allocating shared costs and unusual items to financial services
businesses.&nbsp;&nbsp; In addition, certain operations were aligned to other
businesses to conform to our management of such business. The most significant
of these alignments was the transfer of a portion of the IT Solutions business
previously reported in the All Other GECS segment, to Vendor Financial Services within the
GE Commercial Finance segment. In this Form 8-K, we disclose the effect of
releveraging of the financial services businesses, and the other changes
discussed above, on the performance of business units within each of the
financial services reporting segments.</p>
<p ALIGN="LEFT">&nbsp;As required by Statement of Financial Accounting Standards
(&quot;SFAS&quot;) No. 131, consolidated financial statements issued by us in
the future will reflect modifications to our reportable segments resulting from
these organizational changes, including reclassification of all comparative prior period segment
information.&nbsp; Accordingly, in this Form 8-K, we are providing the required
reclassified information about these reorganizations as they related to prior periods.</p>
<p ALIGN="LEFT">&nbsp;The attached exhibits provide two views of the
reclassifications resulting from the organizational and measurement changes.&nbsp;
Exhibits 99(a) and 99(b) set out the portions of our 2002 Form 10-K that are
affected by these changes.&nbsp; Exhibit 99(c) sets out 2002 unaudited,
consolidated operating segment results by quarter, including the effect of the
financial services releveraging on the performance of business units within each
segment.&nbsp; Exhibit 99(d) contains the complete set of consolidated financial
statements from our 2002 Form 10-K filing for which the segment information has
been reclassified to conform to the new segment presentation.&nbsp; These financial statements,
conformed for the changes, will become our historical financial statements.</p>
<p ALIGN="LEFT">&nbsp;Exhibit Index:</p>
<p ALIGN="LEFT">&nbsp;99(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of
Business under Item 1 (Pages 1-9) of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, conformed to reflect these changes.</p>
<p ALIGN="LEFT">&nbsp;99(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management's
Discussion and Analysis of Results of Operation under Item 7 (Pages 12-24) of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and
Note 17, conformed to reflect these changes (Page 58).</p>
<p ALIGN="LEFT">&nbsp;99(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our 2002 unaudited,
consolidated operating segment results by quarter.</p>
<p ALIGN="LEFT">&nbsp;99(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our audited
consolidated financial statements for the fiscal year ended December 31, 2002,
conformed to reflect these changes.&nbsp; Also included is the independent
auditors' report dated February 7, 2003, except with respect to Note
17, which is as of April 10, 2003.</p>
<p ALIGN="LEFT">&nbsp;99(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent of KPMG LLP.</p>
<p ALIGN="LEFT">&nbsp;</p>
<hr>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<p ALIGN="LEFT">&nbsp;</p>
<p ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Exchange Act of 1934, the&nbsp;
registrant&nbsp; has duly&nbsp; caused&nbsp; this report to be signed on its
behalf by the undersigned thereunto duly authorized.</p>
<b>
<p ALIGN="LEFT">&nbsp;</p>
<p ALIGN="LEFT">GENERAL ELECTRIC CAPITAL CORPORATION</p>
</b>
<p ALIGN="LEFT">By:&nbsp; /S/ PHILIP D. AMEEN</p>
<p ALIGN="LEFT">----------------------------------</p>
<p ALIGN="LEFT">Philip D. Ameen</p>
<p ALIGN="LEFT">Vice President and Controller</p>
<p ALIGN="LEFT">Date: April 10, 2003</p>
<b>
<p ALIGN="LEFT">&nbsp;</p>
<p ALIGN="LEFT">&nbsp;</p>
</b></font>

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GECC_8-K
UNITED STATES 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) April 10,
2003
Commission file number 1-6461
General Electric Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware
13-1500700
(State or other jurisdiction of Incorporation or
      organization)
(I.R.S. Employer Identification No.)
260 Long Ridge Road, Stamford, Connecticut
06927
(203) 357-4000
(Address of principal executive offices)
(Zip Code)
(Registrant's telephone number, including area code)
ITEM 5. Other Events
The information included in this Form 8-K affects only
disclosures related to segment results, and does not in any way restate or
revise the financial position, results of operations or cash flows in any
reported Statement of Financial Position, Statement of Earnings or Statement of
Cash Flows of General Electric Capital Corporation and consolidated affiliates.
Historically we have issued about $8 of debt for each $1 of
equity - a "leverage ratio" of 8:1.  For purposes of measuring
segment profit, each of our financial services businesses was also assigned debt
and interest costs on the basis of that consolidated 8:1 leverage ratio. 
In evaluating expected returns on potential investments, however, we also used
business-specific, market-based leverage ratios.  As disclosed in our 2002
Annual Report on Form 10-K as of January 1, 2003, we extended the
business-specific, market-based leverage to the performance measurement of each
of our financial services businesses and, consequently, to the definition of
segment profit.  As a result, at January 1, 2003, debt of $12.5 billion
previously allocated to the segments was allocated to the All Other GECS
segment.  At the same time, we revised our historical techniques for
allocating shared costs and unusual items to financial services
businesses.   In addition, certain operations were aligned to other
businesses to conform to our management of such business. The most significant
of these alignments was the transfer of a portion of the IT Solutions business
previously reported in the All Other GECS segment, to Vendor Financial Services within the
GE Commercial Finance segment. In this Form 8-K, we disclose the effect of
releveraging of the financial services businesses, and the other changes
discussed above, on the performance of business units within each of the
financial services reporting segments.
As required by Statement of Financial Accounting Standards
("SFAS") No. 131, consolidated financial statements issued by us in
the future will reflect modifications to our reportable segments resulting from
these organizational changes, including reclassification of all comparative prior period segment
information.  Accordingly, in this Form 8-K, we are providing the required
reclassified information about these reorganizations as they related to prior periods.
The attached exhibits provide two views of the
reclassifications resulting from the organizational and measurement changes. 
Exhibits 99(a) and 99(b) set out the portions of our 2002 Form 10-K that are
affected by these changes.  Exhibit 99(c) sets out 2002 unaudited,
consolidated operating segment results by quarter, including the effect of the
financial services releveraging on the performance of business units within each
segment.  Exhibit 99(d) contains the complete set of consolidated financial
statements from our 2002 Form 10-K filing for which the segment information has
been reclassified to conform to the new segment presentation.  These financial statements,
conformed for the changes, will become our historical financial statements.
Exhibit Index:
99(a)       Description of
Business under Item 1 (Pages 1-9) of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, conformed to reflect these changes.
99(b)       Management's
Discussion and Analysis of Results of Operation under Item 7 (Pages 12-24) of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and
Note 17, conformed to reflect these changes (Page 58).
99(c)       Our 2002 unaudited,
consolidated operating segment results by quarter.
99(d)       Our audited
consolidated financial statements for the fiscal year ended December 31, 2002,
conformed to reflect these changes.  Also included is the independent
auditors' report dated February 7, 2003, except with respect to Note
17, which is as of April 10, 2003.
99(e)       Consent of KPMG LLP.
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
By:  /S/ PHILIP D. AMEEN
----------------------------------
Philip D. Ameen
Vice President and Controller
Date: April 10, 2003