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) September 17, 2002
                               ------------------


                      GENERAL ELECTRIC CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)



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


          260 Long Ridge Road, Stamford, CT                          06927
          ---------------------------------                          -----
      (Address of principal executive offices)                    (Zip Code)


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


<PAGE>


Item 5.  Other Events

     The information  included in this Form 8-K impacts 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  previously  reported
Statement  of  Financial  Position,  Statement  of Earnings or Statement of Cash
Flows  of  General  Electric  Capital   Corporation  (the   "Corporation")   and
consolidated affiliates, or the consolidating financial statements.

     On July 26, 2002,  General  Electric  Company ("GE") issued a press release
announcing  organization  changes that will result in GE Capital  becoming  four
separate GE  financial  services  businesses.  A copy of GE's press  release was
previously  filed by the  Corporation  as an exhibit to its Quarterly  Report on
Form 10-Q for the  quarter  ended  June 29,  2002,  filed on July 31,  2002.  As
required by  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 131,
consolidated  financial  statements issued by the Corporation in the future will
reflect   modifications  to  its  reportable   segments   resulting  from  these
organizational  changes,  including  reclassification  of all comparative  prior
period segment  information.  Accordingly,  in this Form 8-K, the Corporation is
providing the required reclassified  information about this reorganization as it
relates to prior periods. This information also reflects the effect of excluding
amortization  of goodwill,  as  previously  disclosed in Note 3 to the financial
statements contained in the Corporation's  Quarterly Report on Form 10-Q for the
quarter ended March 30, 2002, filed by the Corporation on May 13, 2002.

     The  attached  exhibits  provide two views of these  changes.  Exhibits 99a
through 99c set out the  portions of the  Corporation's  2001 Form 10-K and most
recent 2002 Form 10-Q that are affected by these  changes.  Exhibits 99d and 99e
contain the complete set of consolidated financial statements from these filings
for which the  segment  information  has been  recast  to  conform  with the new
segment  presentation.  These financial  statements,  conformed for the changes,
will become the historical financial statements of the Corporation for currently
open and future SEC 1933 Act filings.



Exhibits:

(99a)Management's  Discussion and Analysis of Results of Operation  under Item 2
     to the  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     June 29, 2002 (Pages 7-18), and Note 3 to condensed, consolidated financial
     statements (Pages 4-5), conformed to reflect the organizational changes.

(99b)Description of Business under Item 1 of the Corporation's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 2001, conformed to reflect
     the organizational changes.

(99c)Management's  Discussion and Analysis of Results of Operation  under Item 7
     of the Corporation's  Annual Report on Form 10-K (Pages 1-8) for the fiscal
     year ended December 31, 2001, and Notes 3 and 16 to condensed, consolidated
     financial statements (Pages 27-28 and 36-37, respectively),  each conformed
     to  reflect  the  organizational  changes  and the  exclusion  of  goodwill
     amortization.

(99d)Unaudited  consolidated  financial statements of the Corporation as of, and
     for three- and six-month periods ended June 29, 2002,  conformed to reflect
     the organizational changes (Pages 1-20).

(99e)Audited  consolidated  financial  statements  of the  Corporation  for  the
     fiscal  year  ended   December   31,   2001,   conformed   to  reflect  the
     organizational  changes and the  exclusion of goodwill  amortization.  Also
     included is the independent auditor's report dated February 8, 2002, except
     with  respect  to  Notes  3 and  16 to  condensed,  consolidated  financial
     statements,  which have been updated to reflect the organizational  changes
     and exclusion of goodwill  discussed in Item 5 of this Form 8-K report, for
     which a date of September 17, 2002 applies (Pages 1-43).

(99f) Consent of KPMG LLP.



<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

                                                  /s/ Joan C. Amble
                                    By
                                   ---------------------------------------------
                                                      Joan C. Amble
                                              Vice President and Controller

Date:  September 17, 2002
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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) September 17, 2002
                               ------------------

                      GENERAL ELECTRIC CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

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

          260 Long Ridge Road, Stamford, CT                          06927
          ---------------------------------                          -----
      (Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (203) 357-4000
                                                           --------------
Item 5.  Other Events

     The information  included in this Form 8-K impacts 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  previously  reported
Statement  of  Financial  Position,  Statement  of Earnings or Statement of Cash
Flows  of  General  Electric  Capital   Corporation  (the   "Corporation")   and
consolidated affiliates, or the consolidating financial statements.

     On July 26, 2002,  General  Electric  Company ("GE") issued a press release
announcing  organization  changes that will result in GE Capital  becoming  four
separate GE  financial  services  businesses.  A copy of GE's press  release was
previously  filed by the  Corporation  as an exhibit to its Quarterly  Report on
Form 10-Q for the  quarter  ended  June 29,  2002,  filed on July 31,  2002.  As
required by  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 131,
consolidated  financial  statements issued by the Corporation in the future will
reflect   modifications  to  its  reportable   segments   resulting  from  these
organizational  changes,  including  reclassification  of all comparative  prior
period segment  information.  Accordingly,  in this Form 8-K, the Corporation is
providing the required reclassified  information about this reorganization as it
relates to prior periods. This information also reflects the effect of excluding
amortization  of goodwill,  as  previously  disclosed in Note 3 to the financial
statements contained in the Corporation's  Quarterly Report on Form 10-Q for the
quarter ended March 30, 2002, filed by the Corporation on May 13, 2002.

     The  attached  exhibits  provide two views of these  changes.  Exhibits 99a
through 99c set out the  portions of the  Corporation's  2001 Form 10-K and most
recent 2002 Form 10-Q that are affected by these  changes.  Exhibits 99d and 99e
contain the complete set of consolidated financial statements from these filings
for which the  segment  information  has been  recast  to  conform  with the new
segment  presentation.  These financial  statements,  conformed for the changes,
will become the historical financial statements of the Corporation for currently
open and future SEC 1933 Act filings.

Exhibits:

(99a)Management's  Discussion and Analysis of Results of Operation  under Item 2
     to the  Corporation's  Quarterly  Report on Form 10-Q for the quarter ended
     June 29, 2002 (Pages 7-18), and Note 3 to condensed, consolidated financial
     statements (Pages 4-5), conformed to reflect the organizational changes.

(99b)Description of Business under Item 1 of the Corporation's  Annual Report on
     Form 10-K for the fiscal year ended December 31, 2001, conformed to reflect
     the organizational changes.

(99c)Management's  Discussion and Analysis of Results of Operation  under Item 7
     of the Corporation's  Annual Report on Form 10-K (Pages 1-8) for the fiscal
     year ended December 31, 2001, and Notes 3 and 16 to condensed, consolidated
     financial statements (Pages 27-28 and 36-37, respectively),  each conformed
     to  reflect  the  organizational  changes  and the  exclusion  of  goodwill
     amortization.

(99d)Unaudited  consolidated  financial statements of the Corporation as of, and
     for three- and six-month periods ended June 29, 2002,  conformed to reflect
     the organizational changes (Pages 1-20).

(99e)Audited  consolidated  financial  statements  of the  Corporation  for  the
     fiscal  year  ended   December   31,   2001,   conformed   to  reflect  the
     organizational  changes and the  exclusion of goodwill  amortization.  Also
     included is the independent auditor's report dated February 8, 2002, except
     with  respect  to  Notes  3 and  16 to  condensed,  consolidated  financial
     statements,  which have been updated to reflect the organizational  changes
     and exclusion of goodwill  discussed in Item 5 of this Form 8-K report, for
     which a date of September 17, 2002 applies (Pages 1-43).

(99f) 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

                                                  /s/ Joan C. Amble
                                    By
                                   ---------------------------------------------
                                                      Joan C. Amble
                                              Vice President and Controller

Date:  September 17, 2002