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<TITLE>Form S-8</TITLE>
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<FONT SIZE=2><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on March 28, 2001</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="RIGHT">Registration No. 33-      </P>
<P ALIGN="RIGHT"></P>
<P ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C.  20549</P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">Form S-8<br>
Registration Statement<br>
Under<br>
The Securities Act of 1933</P>
<P ALIGN="CENTER"><U>General Electric Company<br>
</U></B>(Exact name of registrant as specified in its charter)</P>
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<FONT SIZE=2>New York</FONT>
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<FONT SIZE=2>&nbsp;14-0689340</FONT>
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<FONT SIZE=2>(State or other jurisdiction of incorporation or organization)</FONT>
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<FONT SIZE=2>&nbsp;(I.R.S. Employer Identification No.)</FONT>
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<P ALIGN="CENTER">3135 Easton Turnpike<br>
Fairfield, Connecticut 06431<br>
(Address of Principal Executive Offices, including Zip Code)</P>
<P ALIGN="CENTER"></P>
<B><U><P ALIGN="CENTER">GE 1990 LONG TERM INCENTIVE PLAN<br>
</U></B>(Full title of the Plan)</P>
<P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">Robert E. Healing<br>
</U>Corporate Counsel<br>
3135 Easton Turnpike<br>
Fairfield, Connecticut 06431<br>
(Name and address of agent for service)</P>
<P ALIGN="CENTER"><U>(203) 373-2243<br>
</U>(Telephone number, including area code, of agent for service)</P>
<B><P ALIGN="CENTER">Calculation of Registration Fee</P>
</B></FONT>

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<FONT SIZE=2><P><BR>
Title of securities To be registered</FONT></TD>
<TD VALIGN="bottom">
<FONT SIZE=2><P><BR>
Amount to be registered (1) </FONT></TD>
<TD VALIGN="bottom">
<FONT SIZE=2><P>Proposed maximum offering price per share (2)</FONT></TD>
<TD VALIGN="bottom">
<FONT SIZE=2><P>Proposed maximum aggregate offering price (2)</FONT></TD>
<TD VALIGN="bottom">
<FONT SIZE=2><P><BR>
Amount of registration fee (2)</FONT></TD>
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<FONT SIZE=2><P>Common Stock, $0.06 par value</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>260,000,000 shares</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>$37.615</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>$9,779,900,000</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>$2,444,975</FONT></TD>
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&nbsp;&nbsp;&nbsp;
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<FONT SIZE=2>
(1)&nbsp;





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<FONT SIZE=2>
Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.





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<FONT SIZE=2>
(2)&nbsp;





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<FONT SIZE=2>
Calculated pursuant to Rule 457(c), based on the average of the high and low prices for the Common Stock as reported by the New York Stock Exchange for March 22, 2001.





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&nbsp;

<hr>
<p ALIGN="CENTER"><b><u>Registration of Additional Securities</u></b></p>

<!-- MARKER FORMAT-SHEET="Head Major" -->
<p ALIGN="CENTER"><b>Incorporation of Earlier Registration Statement by Reference</b></p>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement
relates to the registration of two hundred sixty million (260,000,000)
additional shares of common stock, $0.06 par value per share (the &#147;Common
Stock) of General Electric Company (&#147;GE&#148; or the
&#147;Registrant&#148;) for issuance or delivery under the GE 1990 Long Term
Incentive Plan (the &#147;Plan&#148;). Eighteen million (18,000,000) shares of
Common Stock were originally registered for issuance or delivery under the Plan
under GE's Form S-3 Registration Statement (Registration No. 33-35922), as
amended by GE's Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-3 (Registration No. 33-35922). The 18 million shares of
Common Stock correspond to 216 million shares of Common Stock as of the date of
this registration statement, after giving effect to stock splits in 1994, 1997
and 2000. GE and the GE 1990 Long Term Incentive Plan (the &#147;Plan&#148;)
hereby incorporate by reference into this Registration Statement the contents of
the Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form
S-3 (Registration No. 33-35922) and Form S-3 Registration Statement
(Registration No. 33-35922). </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<P ALIGN="LEFT"><B>Item 3. Incorporation of Documents by Reference</B></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by
the Registrant with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement: </P>

<ul>
  <li>GE's Annual Report on Form 10-K for the year ended December 31, 2000&nbsp;<br>
    &nbsp;</li>
  <li>GE's Notice of 2001 Annual Meeting and Proxy Statement on Schedule 14A&nbsp;<br>
    &nbsp;</li>
  <li>The description of GE's Common Stock contained in GE's Pre-Effective Amendment No. 1 to Registration Statement on Form S-4
     (File No. 333-49710), including any amendment or report filed for the purpose of updating such description

<!-- MARKER FORMAT-SHEET="Para" -->
  </li>
</ul>
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents filed
by GE pursuant to pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<P ALIGN="LEFT"><B>Item 6. Indemnification of Directors and Officers.</B></P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;721 of the
New&nbsp;York Business Corporation Law (&#147;NYBCL&#148;) provides that, in
addition to indemnification provided in Article&nbsp;7 of the NYBCL, a
corporation may indemnify a director or officer by a provision contained in the
certificate of incorporation or bylaws or by a duly authorized resolution of its
stockholders or directors or by agreement, <I>provided</I> that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;722(a) of the NYBCL
provides that a corporation may indemnify a director or officer made, or
threatened to be made, a party to any action other than a derivative action,
whether civil or criminal, against judgments, fines, amounts paid in settlement
and reasonable expenses actually and necessarily incurred as a result of such
action, if such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;722(c) of the NYBCL
provides that a corporation may indemnify a director or officer, made or
threatened to be made a party in a derivative action, against amounts paid in
settlement and reasonable expenses actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification will be available
under Section&nbsp;722(c) of the NYBCL in respect of (1)&nbsp;a threatened or
pending action which is settled or otherwise disposed of, or (2)&nbsp;any claim
as to which such director or officer shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application, that, in view of all the circumstances of the case,
the director or officer is fairly and reasonably entitled to indemnity for such
portion of the settlement amount and expenses as the court deems proper. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;723 of the NYBCL
specifies the manner in which payment of indemnification under Section&nbsp;722
of the NYBCL or indemnification permitted under Section&nbsp;721 of the NYBCL
may be authorized by the corporation. It provides that indemnification by a
corporation is mandatory in any case in which the director or officer has been
successful, whether on the merits or otherwise, in defending an action. In the
event that the director or officer has not been successful or the action is
settled, indemnification must be authorized by the appropriate corporate action
as set forth in Section&nbsp;723. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;724 of the NYBCL
provides that, upon application by a director or officer, indemnification may be
awarded by a court to the extent authorized under Section&nbsp;722 and
Section&nbsp;723 of the NYBCL. Section&nbsp;725 of the NYBCL contains certain
other miscellaneous provisions affecting the indemnification of directors and
officers. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;726 of the NYBCL
authorizes a corporation to purchase and maintain insurance to indemnify
(1)&nbsp;a corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of Article&nbsp;7
of the NYBCL, (2)&nbsp;directors and officers in instances in which they may be
indemnified by a corporation under the provisions of Article&nbsp;7 of the
NYBCL, and (3)&nbsp;directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New&nbsp;York State Superintendent of Insurance, for a
retention amount and for co-insurance. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6 of GE's
Certificate of Incorporation, as amended, provides in part as follows: </P>

<!-- MARKER FORMAT-SHEET="Para" -->
<blockquote>
     <P ALIGN="LEFT">A person who is or was a director
of the corporation shall have no personal liability to the corporation or its
stockholders for damages for any breach of duty in such capacity except that the
foregoing shall not eliminate or limit liability where such liability is imposed
under the Business Corporation Law of the State of New&nbsp;York. </P>

</blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;XI of GE's
bylaws, as amended, provides, in part, as follows: </P>

<!-- MARKER FORMAT-SHEET="Para" -->
<blockquote>
     <P ALIGN="LEFT">The Company shall, to the fullest
extent permitted by applicable law as the same exists or may hereafter be in
effect, indemnify any person who is or was or has agreed to become a director or
officer of the Company and who is or was made or threatened to be made a party
to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which such person is serving, has served or has agreed
to serve in any capacity at the request of the Company, by reason of the fact
that he or she is or was or has agreed to become a director or officer of the
Company, or is or was serving or has agreed to serve such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid or to be paid in
settlement, taxes or penalties, and costs, charges and expenses, including
attorney's fees, incurred in connection with such action or proceeding or
any appeal therein, <I>provided, however</I>, that no indemnification shall be
provided to any such person if a judgment or other final adjudication adverse to
the director or officer establishes that (i)&nbsp;his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or
(ii)&nbsp;he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled. The benefits of this
Paragraph A shall extend to the heirs and legal representatives of any person
entitled to indemnification under this paragraph. </P>

</blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GE has purchased certain liability
insurance for its officers and directors as permitted by Section&nbsp;727 of the
NYBCL. </P>

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<P ALIGN="LEFT"><B>Item 8. Exhibits and Financial Statement Schedules.</B></P>

         See Exhibit Index.

<!-- MARKER FORMAT-SHEET="Head Minor" -->
<P ALIGN="LEFT"><B>Item 9. Undertakings.</B></P>

         (a)      The undersigned registrant hereby undertakes:

<!-- MARKER FORMAT-SHEET="Para" -->
<blockquote>
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement: </P>

  <blockquote>

(i)      To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">(ii) To reflect in the prospectus
any facts or event arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement. </P>

  </blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
  <blockquote>
     <P ALIGN="LEFT"><I>Provided, however,</I> that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8, or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement. </P>

  </blockquote>
</blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
<blockquote>
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </P>

</blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
<blockquote>
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering. </P>

</blockquote>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act as is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. </P>

<!-- MARKER FORMAT-SHEET="Para" -->
     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The undersigned registrant
hereby undertakes that it will submit or has submitted the Program and any
amendments thereto to the Internal Revenue Service (IRS) in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Program. </P>





</FONT><FONT SIZE=2>
<B>
<P align="center">Signatures</P>
<P>The Registrant.
</B>
  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement for the
GE 1990 Long Term Incentive Plan on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on March 27, 2001. </P>

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<P>&#9;&#9;&#9;&#9;&#9;&#9;GENERAL ELECTRIC COMPANY</P>

<P>&nbsp;</P>
<P><U>/s/ Philip D. Ameen<br>
</U>By: Philip D. Ameen<br>
Vice President and Comptroller </P>
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<P ALIGN="JUSTIFY">&nbsp;</P>
<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.</P>
<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLPADDING=2 WIDTH=100%>
<TR><TD VALIGN="TOP" nowrap>
<B><U><FONT SIZE=2><P ALIGN="CENTER">Name</FONT></U></B></TD>
<TD VALIGN="TOP">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Title</FONT></U></B></TD>
<TD VALIGN="TOP" nowrap>
<B><U><FONT SIZE=2><P ALIGN="CENTER">Date</FONT></U></B></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap><font size="2">&nbsp;</font></TD>
<TD VALIGN="TOP"><font size="2">&nbsp;</font></TD>
<TD VALIGN="TOP" nowrap><font size="2">&nbsp;</font></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*John&nbsp;F. Welch,&nbsp;Jr.</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap align="center">
<font size="2">*Jeffrey R. Immelt</font></TD>
<TD VALIGN="TOP">
<font size="2">President and Chairman-Elect</font></TD>
<TD VALIGN="TOP" nowrap align="center">
<font size="2">March 9, 2001</font></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*James I. Cash, Jr.</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Dennis D. Dammerman</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Paolo Fresco</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Ann M. Fudge</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Andrea Jung</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Kenneth G. Langone</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<tr>
  <TD VALIGN="TOP" align="center" nowrap>
<FONT SIZE=2>*Rochelle B. Lazarus</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2>Director</FONT></TD>
<TD VALIGN="TOP" align="center" nowrap>
<FONT SIZE=2>March 9, 2001</FONT></TD>
</tr>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Scott G. McNealy</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Gertrude&nbsp;G. Michelson</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Sam Nunn</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Frank&nbsp;H.T. Rhodes</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Douglas A. Warner III</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Robert G. Wright</P>
</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Director</P>
</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</P>
</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">*Keith S. Sherin</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Senior Vice President - Finance and Chief Financial Officer  (Principal Financial Officer)</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 9, 2001</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">Philip&nbsp;D. Ameen</FONT></TD>
<TD VALIGN="TOP">
<FONT SIZE=2><P>Vice President and Comptroller (Principal Accounting Officer)</FONT></TD>
<TD VALIGN="TOP" nowrap>
<FONT SIZE=2><P ALIGN="CENTER">March 27, 2001</FONT></TD>
</TR>
</TABLE>
</CENTER>

<FONT SIZE=2>
<P>&nbsp;</P>
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<FONT SIZE=2>
*By:</FONT></td>
    <td valign="top">

<FONT SIZE=2>
<U>/s/ Philip D. Ameen<br>
</U>Philip D. Ameen<br>
Attorney-in-Fact</FONT></td>
  </tr>
</TABLE>
<P>&nbsp;</P>
<B>
<P align="center">Index to Exhibits</P>
</B>
<table border="0" cellpadding="2">
  <tr>
    <td valign="top" nowrap>
<P>

<FONT SIZE=2>
Exhibit 4(a):</FONT></P>

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<P>

<FONT SIZE=2>
Certificate of Incorporation of the Registrant, as amended and currently in effect (incorporated by
reference to Exhibit 3 to Registrant's Current Report on Form 8-K filed April 27, 2000)</FONT></P>

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<P>

<FONT SIZE=2>
Exhibit 4(b):&nbsp;&nbsp;</FONT></P>

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<P>

<FONT SIZE=2>
By-laws of the Registrant, as amended and currently in effect (incorporated by reference to Exhibit 3
to Registrant's Current Report on Form 8-K filed April 27, 2000)</FONT></P>

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<P>

<FONT SIZE=2>
Exhibit 5:&nbsp;&nbsp;</FONT></P>

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<P>

<FONT SIZE=2>
Opinion (and consent) of Robert E. Healing as to the legality of the shares being registered*</FONT></P>

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<P>

<FONT SIZE=2>
Exhibit 23(a):&nbsp;&nbsp;</FONT></P>

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<P>

<FONT SIZE=2>
Consent of counsel (see Exhibit 5 above)</FONT></P>

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<P>

<FONT SIZE=2>
Exhibit 23(b):&nbsp;&nbsp;&nbsp;</FONT></P>

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<P>

<FONT SIZE=2>
Consent of KPMG LLP*</FONT></P>

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<P>

<FONT SIZE=2>
Exhibit 24:&nbsp;&nbsp;&nbsp;</FONT></P>

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<P>

<FONT SIZE=2>
Power of Attorney of certain Officers and Directors of GE*</FONT></P>

    </td>
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</TABLE>
<p>&nbsp;</p>
<hr align="left" width="300" size="1">
<P>*Filed electronically herewith</P>

</FONT></BODY>
</HTML>
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{"company-data": {"conformed-name": "GENERAL ELECTRIC CO", "cik": "0000040545", "assigned-sic": "3600", "irs-number": "140689340", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57734", "film-number": "1581385"}, "business-address": {"street1": "3135 EASTON TURNPIKE", "street2": "W3M", "city": "FAIRFIELD", "state": "CT", "zip": "06431", "phone": "203-373-2211"}, "mail-address": {"street1": "3135 EASTON TURNPIKE", "city": "FAIRFIELD", "state": "CT", "zip": "06431"}}
Form S-8
As filed with the Securities and Exchange Commission on March 28, 2001
Registration No. 33-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
General Electric Company
(Exact name of registrant as specified in its charter)
New York
14-0689340
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
GE 1990 LONG TERM INCENTIVE PLAN
(Full title of the Plan)
Robert E. Healing
Corporate Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Name and address of agent for service)
(203) 373-2243
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of securities To be registered
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount of registration fee (2)
Common Stock, $0.06 par value
260,000,000 shares
$37.615
$9,779,900,000
$2,444,975
(1)
Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.
(2)
Calculated pursuant to Rule 457(c), based on the average of the high and low prices for the Common Stock as reported by the New York Stock Exchange for March 22, 2001.
Registration of Additional Securities
Incorporation of Earlier Registration Statement by Reference
This Registration Statement
relates to the registration of two hundred sixty million (260,000,000)
additional shares of common stock, $0.06 par value per share (the "Common
Stock) of General Electric Company ("GE" or the
"Registrant") for issuance or delivery under the GE 1990 Long Term
Incentive Plan (the "Plan"). Eighteen million (18,000,000) shares of
Common Stock were originally registered for issuance or delivery under the Plan
under GE's Form S-3 Registration Statement (Registration No. 33-35922), as
amended by GE's Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-3 (Registration No. 33-35922). The 18 million shares of
Common Stock correspond to 216 million shares of Common Stock as of the date of
this registration statement, after giving effect to stock splits in 1994, 1997
and 2000. GE and the GE 1990 Long Term Incentive Plan (the "Plan")
hereby incorporate by reference into this Registration Statement the contents of
the Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form
S-3 (Registration No. 33-35922) and Form S-3 Registration Statement
(Registration No. 33-35922).
Item 3. Incorporation of Documents by Reference
The following documents filed by
the Registrant with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
GE's Annual Report on Form 10-K for the year ended December 31, 2000
GE's Notice of 2001 Annual Meeting and Proxy Statement on Schedule 14A
The description of GE's Common Stock contained in GE's Pre-Effective Amendment No. 1 to Registration Statement on Form S-4
     (File No. 333-49710), including any amendment or report filed for the purpose of updating such description
In addition, all documents filed
by GE pursuant to pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 721 of the
New York Business Corporation Law ("NYBCL") provides that, in
addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or officer by a provision contained in the
certificate of incorporation or bylaws or by a duly authorized resolution of its
stockholders or directors or by agreement,
provided
that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722(a) of the NYBCL
provides that a corporation may indemnify a director or officer made, or
threatened to be made, a party to any action other than a derivative action,
whether civil or criminal, against judgments, fines, amounts paid in settlement
and reasonable expenses actually and necessarily incurred as a result of such
action, if such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL
provides that a corporation may indemnify a director or officer, made or
threatened to be made a party in a derivative action, against amounts paid in
settlement and reasonable expenses actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification will be available
under Section 722(c) of the NYBCL in respect of (1) a threatened or
pending action which is settled or otherwise disposed of, or (2) any claim
as to which such director or officer shall have been adjudged liable to the
corporation, unless and only to the extent that the court in which the action
was brought, or, if no action was brought, any court of competent jurisdiction,
determines upon application, that, in view of all the circumstances of the case,
the director or officer is fairly and reasonably entitled to indemnity for such
portion of the settlement amount and expenses as the court deems proper.
Section 723 of the NYBCL
specifies the manner in which payment of indemnification under Section 722
of the NYBCL or indemnification permitted under Section 721 of the NYBCL
may be authorized by the corporation. It provides that indemnification by a
corporation is mandatory in any case in which the director or officer has been
successful, whether on the merits or otherwise, in defending an action. In the
event that the director or officer has not been successful or the action is
settled, indemnification must be authorized by the appropriate corporate action
as set forth in Section 723.
Section 724 of the NYBCL
provides that, upon application by a director or officer, indemnification may be
awarded by a court to the extent authorized under Section 722 and
Section 723 of the NYBCL. Section 725 of the NYBCL contains certain
other miscellaneous provisions affecting the indemnification of directors and
officers.
Section 726 of the NYBCL
authorizes a corporation to purchase and maintain insurance to indemnify
(1) a corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of Article 7
of the NYBCL, (2) directors and officers in instances in which they may be
indemnified by a corporation under the provisions of Article 7 of the
NYBCL, and (3) directors and officers in instances in which they may not
otherwise be indemnified by a corporation under such section, provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State Superintendent of Insurance, for a
retention amount and for co-insurance.
Section 6 of GE's
Certificate of Incorporation, as amended, provides in part as follows:
A person who is or was a director
of the corporation shall have no personal liability to the corporation or its
stockholders for damages for any breach of duty in such capacity except that the
foregoing shall not eliminate or limit liability where such liability is imposed
under the Business Corporation Law of the State of New York.
Article XI of GE's
bylaws, as amended, provides, in part, as follows:
The Company shall, to the fullest
extent permitted by applicable law as the same exists or may hereafter be in
effect, indemnify any person who is or was or has agreed to become a director or
officer of the Company and who is or was made or threatened to be made a party
to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company to procure a judgment in its favor
and an action by or in the right of any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, which such person is serving, has served or has agreed
to serve in any capacity at the request of the Company, by reason of the fact
that he or she is or was or has agreed to become a director or officer of the
Company, or is or was serving or has agreed to serve such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid or to be paid in
settlement, taxes or penalties, and costs, charges and expenses, including
attorney's fees, incurred in connection with such action or proceeding or
any appeal therein,
provided, however
, that no indemnification shall be
provided to any such person if a judgment or other final adjudication adverse to
the director or officer establishes that (i) his or her acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or
(ii) he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled. The benefits of this
Paragraph A shall extend to the heirs and legal representatives of any person
entitled to indemnification under this paragraph.
GE has purchased certain liability
insurance for its officers and directors as permitted by Section 727 of the
NYBCL.
Item 8. Exhibits and Financial Statement Schedules.
See Exhibit Index.
Item 9. Undertakings.
(a)      The undersigned registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement:
(i)      To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or event arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
Provided, however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8, or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act as is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant
hereby undertakes that it will submit or has submitted the Program and any
amendments thereto to the Internal Revenue Service (IRS) in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Program.
Signatures
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement for the
GE 1990 Long Term Incentive Plan on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Fairfield, State of Connecticut, on March 27, 2001.
GENERAL ELECTRIC COMPANY
/s/ Philip D. Ameen
By: Philip D. Ameen
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Name
Title
Date
*John F. Welch, Jr.
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
March 9, 2001
*Jeffrey R. Immelt
President and Chairman-Elect
March 9, 2001
*James I. Cash, Jr.
Director
March 9, 2001
*Dennis D. Dammerman
Director
March 9, 2001
*Paolo Fresco
Director
March 9, 2001
*Ann M. Fudge
Director
March 9, 2001
*Andrea Jung
Director
March 9, 2001
*Kenneth G. Langone
Director
March 9, 2001
*Rochelle B. Lazarus
Director
March 9, 2001
*Scott G. McNealy
Director
March 9, 2001
*Gertrude G. Michelson
Director
March 9, 2001
*Sam Nunn
Director
March 9, 2001
*Frank H.T. Rhodes
Director
March 9, 2001
*Douglas A. Warner III
Director
March 9, 2001
*Robert G. Wright
Director
March 9, 2001
*Keith S. Sherin
Senior Vice President - Finance and Chief Financial Officer  (Principal Financial Officer)
March 9, 2001
Philip D. Ameen
Vice President and Comptroller (Principal Accounting Officer)
March 27, 2001
*By:
/s/ Philip D. Ameen
Philip D. Ameen
Attorney-in-Fact
Index to Exhibits
Exhibit 4(a):
Certificate of Incorporation of the Registrant, as amended and currently in effect (incorporated by
reference to Exhibit 3 to Registrant's Current Report on Form 8-K filed April 27, 2000)
Exhibit 4(b):
By-laws of the Registrant, as amended and currently in effect (incorporated by reference to Exhibit 3
to Registrant's Current Report on Form 8-K filed April 27, 2000)
Exhibit 5:
Opinion (and consent) of Robert E. Healing as to the legality of the shares being registered*
Exhibit 23(a):
Consent of counsel (see Exhibit 5 above)
Exhibit 23(b):
Consent of KPMG LLP*
Exhibit 24:
Power of Attorney of certain Officers and Directors of GE*
*Filed electronically herewith