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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
September 17, 2002</P>
<B>
<P ALIGN="RIGHT">Registration No. <U>333-</P>
</U>
<P ALIGN="CENTER">Securities and Exchange Commission</B></FONT><BR>
<B><FONT SIZE="2">Washington, D.C. 20549</FONT></B></P>
<B><FONT SIZE="2">
<P ALIGN="CENTER">Form S-8</FONT></B><BR>
<B><FONT SIZE="2">Registration Statement</FONT></B><BR>
<B><FONT SIZE="2">Under</FONT></B><BR>
<B><FONT SIZE="2">The Securities Act of 1933</FONT></B></P>
<B><U><FONT SIZE="2">
<P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
General Electric
Company&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></U></B><U><BR>
</U><FONT SIZE="2">(Exact name of registrant as specified in its charter)</P>
</FONT>
<P ALIGN="CENTER"><CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="4" WIDTH="623">
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    <TD WIDTH="64%" VALIGN="TOP"><U><FONT SIZE="2">
      <P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      New
      York&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></U><BR>
      <FONT SIZE="2">(State or other jurisdiction of incorporation or
      organization)</FONT></TD>
    <TD WIDTH="36%" VALIGN="TOP"><U><FONT SIZE="2">
      <P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14-0689340&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></U><BR>
      <FONT SIZE="2">(I.R.S. Employer Identification No.)</FONT></TD>
  </TR>
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</CENTER><FONT SIZE="2">
<P ALIGN="CENTER">3135 Easton Turnpike</FONT><BR>
<FONT SIZE="2">Fairfield, Connecticut 06431</P>
<HR WIDTH="50%" SIZE="1">
<P ALIGN="center">
(Address of Principal Executive Offices, including Zip Code)
<HR WIDTH="30%" SIZE="1">
<P ALIGN="center">
<B>GE Savings and Security Program<BR>
</B>(Full title of the Plan)</FONT><BR>
<FONT SIZE="2">
<P ALIGN="CENTER">Robert E. Healing</FONT><FONT SIZE="2">&nbsp;</P>
<HR WIDTH="15%" SIZE="1">
<P ALIGN="center">
Corporate Counsel</FONT><BR>
<FONT SIZE="2">3135 Easton Turnpike</FONT><BR>
<FONT SIZE="2">Fairfield, Connecticut 06431</FONT><BR>
<FONT SIZE="2">(Name and address of agent for service)</FONT>
<FONT SIZE="2">
<P ALIGN="CENTER">(203) 373-2243</FONT></P>
<FONT SIZE="2">
<HR WIDTH="51%" SIZE="1">
<P ALIGN="center">
(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">Approximate date of commencement of proposed sale to public:
As employee contributions and Company payments are periodically made to the
Program</FONT></P>
<B><FONT SIZE="2">
<P ALIGN="CENTER">Calculation of Registration Fee</P>
</FONT></B>
<P ALIGN="CENTER"><CENTER>
<TABLE BORDER="1" CELLSPACING="1" CELLPADDING="3">
  <TR>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Title of securities To be registered</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Amount to be registered (1)&nbsp;</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Proposed maximum offering price per share (2)</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Proposed maximum aggregate offering price (2)</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Amount of registration fee (3)</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">Common Stock, $0.06 par value</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">100,000,000 shares</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">$27.35</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">$2,735,000,000.00</FONT></TD>
    <TD WIDTH="20%" VALIGN="BOTTOM"><FONT SIZE="2">
      <P ALIGN="LEFT">$251,620.00</FONT></TD>
  </TR>
</TABLE>
</CENTER>
  <FONT SIZE="2">
  <P ALIGN="LEFT">(1) Plus such additional shares as may be issued by reason of
  stock splits, stock dividends or similar transactions.</FONT></P>
  <FONT SIZE="2">
  <P ALIGN="LEFT">(2) Calculated pursuant to Rule 457(c), based on the average
  of the high and low prices for the Common Stock on the New York Stock Exchange
  Composite Tape for September 13, 2002.</P>
  <P ALIGN="LEFT">(3) GE previously paid a registration fee of $11,757,593.15
  upon the filing of the registration statement on Form S-4 initially filed by
  GE on November 13, 2000 (Registration No. 333-49710) in connection with the
  planned merger of Honeywell International Inc. into a wholly owned subsidiary
  of GE. This transaction was not consummated and the shares registered under
  Registration No. 333-49710 were not issued. Pursuant to Rule 457(p), the
  registration fee of $98,410.75 for the registration statement on Form S-4
  initially filed by GE on December 28, 2001 (Registration No. 333-76066), the
  registration fee of $4,600,000 for the registration statement on Form S-3
  initially filed by General Electric Capital Corporation, a wholly owned
  subsidiary of GE, on March 18, 2002 (Registration No. 333-84462), the
  registration fee of $74,216.40 for the registration statement on Form S-3
  initially filed on July 17, 2002 (Registration No. 333-96571) and the
  registration fee of $35,156.88 for the registration statement on Form S-8
  initially filed on August 28, 2002 were offset against the total registration
  fee paid on the earlier registration statement, leaving a balance of
  $6,948,809.12 on the fee paid for Registration No. 333-49710. Pursuant to Rule
  457(p), the full amount of the registration fee currently due for this
  Registration Statement has been offset against the remaining balance of the
  fee paid for Registration No. 333-49710. After such offset a balance of
  $6,697,189.12 remains from the fee paid for Registration No. 333-49710.</P>
  <P ALIGN="LEFT">In addition, pursuant to Rule 416(c) under the Securities Act
  of 1933, this registration statement also covers an indeterminate amount of
  interests to be offered or sold pursuant to the employee benefit plan
  described herein.</FONT></P>
<U><FONT SIZE="2">
<HR>
<P ALIGN="CENTER">Registration of Additional Securities</P>
</FONT></U><FONT SIZE="2"><B>
<P ALIGN="CENTER">Incorporation of Earlier Registration Statement by Reference</P>
</B>
<P ALIGN="LEFT">General Electric Company (&quot;GE&quot;) and the GE Savings and
Security Program (&quot;the Program&quot;) hereby incorporate by reference into
this Registration Statement the contents of the Form S-8 Registration Statement
filed on behalf of GE and the S&amp;S Program on February 7, 2000 (Reg. No.
333-96287).</P>
<B>
<P ALIGN="LEFT">Item 3. Incorporation of Documents by Reference</P>
</B>
<P ALIGN="LEFT">By this reference, the Company hereby incorporates into this
Registration Statement the following documents filed by the Company:</P>
<OL>
  <LI>The Company's Annual Report on Form 10-K for the year ended December 31,
    2001.</LI>
  <LI>The Company's Quarterly Reports on Form 10-Q for the quarters ended March
    31, 2002 and June 30, 2002.</LI>
  <LI>The Company's Current Reports on Form 8-K dated March 25, 2002 and
    September 17, 2002.</LI>
  <LI>The Program's Annual Report on Form 11-K for the year ended December 31,
    2001.</LI>
  <LI>The Company's Quarterly Reports on Form 10-Q for the quarters ended March
    31, 2002 and June 30, 2002.</LI>
  <LI>The description of the Company's Common Stock contained in the
    Registration Statement on Form S-4 (File No. 333-40052), including any
    amendment filed for the purpose of updating such description.</LI>
</OL>
<P ALIGN="LEFT">In addition, all documents filed by the Company 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>
<B>
<P ALIGN="LEFT">Item 6. Indemnification of Directors and Officers.</P>
</B>
<P ALIGN="LEFT">Section 721 of the New York Business Corporation Law
(&quot;NYBCL&quot;) 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, <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>
<P ALIGN="LEFT">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.</P>
<P ALIGN="LEFT">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.</P>
<P ALIGN="LEFT">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.</P>
<P ALIGN="LEFT">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.</P>
<P ALIGN="LEFT">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.</P>
<P ALIGN="LEFT">Section 6 of the Restated Certificate of Incorporation, as
amended, of the Registrant provides in part as follows:</P>
  <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 York.</P>
  </BLOCKQUOTE>
<P ALIGN="LEFT">Article XI of the bylaws, as amended, of GE provides, in part,
as follows:</P>
  <BLOCKQUOTE>
<OL TYPE="A">
  <LI>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
          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.<BR>
    &nbsp;</LI>
  <LI>The Company may, to the extent authorized from time to time by the
          board of Directors, or by a committee comprised of members of the
          Board or members of management as the Board may designate for such
          purpose, provide indemnification to employees or agents of the Company
          who are not officers or directors of the Company with such scope and
          effect as determined by the Board, or such committee.<BR>
    &nbsp;</LI>
  <LI>The Company may indemnify any person to whom the Company is
          permitted by applicable law to provide indemnification or the
          advancement of expenses, whether pursuant to rights granted pursuant
          to, or provided by, the New York Business Corporation Law or other
          rights created by (i) a resolution of shareholders, (ii) a resolution
          of directors, or (iii) an agreement providing for such
          indemnification, it being expressly intended that these By-laws
          authorize the creation of other rights in any such manner. The right
          to be indemnified and to the reimbursement or advancement of expenses
          incurred in defending a proceeding in advance of its final disposition
          authorized by this Paragraph C shall not be exclusive of any other
          right which any person may have or hereafter acquire under any
          statute, provision of the Certificate of Incorporation, by-laws,
          agreement, vote of shareholders or disinterested directors or
          otherwise.<BR>
    &nbsp;</LI>
  <LI>The right to indemnification conferred by Paragraph A shall, and any
          indemnification extended under Paragraph B or Paragraph C may, be
          retroactive to events occurring prior to the adoption of this Article
          XI, to the fullest extent permitted by applicable law.<BR>
    &nbsp;</LI>
  <LI>This Article XI may be amended, modified or repealed either by
          action of the Board of Directors of the Company or by the vote of the
          shareholders.</LI>
</OL>
  <P ALIGN="LEFT">The Registrant has purchased certain liability insurance for
  its officers and directors as permitted by Section 727 of the NYBCL.</P>
  </BLOCKQUOTE>
<B>
<P ALIGN="LEFT">Item 8. Exhibits and Financial Statement Schedules.</B></P>
<P ALIGN="LEFT">See Exhibit Index.</P>
<B>
<P ALIGN="LEFT">Item 9. Undertakings.</B></P>
<P ALIGN="LEFT">(a) The undersigned Registrant hereby undertakes:</P>
<P ALIGN="LEFT">(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:</P>
<OL TYPE="i">
  <OL TYPE="i">
    <OL TYPE="i">
      <LI>To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;</LI>
      <LI>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;</LI>
      <LI>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.</LI>
    </OL>
  </OL>
</OL>
<I>
<P ALIGN="LEFT">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>
<P ALIGN="LEFT">(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>
<P ALIGN="LEFT">(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>
<P ALIGN="LEFT">(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>
<P ALIGN="LEFT">(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>
<P ALIGN="LEFT">(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>
<B>
<HR>
<P ALIGN="CENTER">Signatures</P>
<P ALIGN="LEFT">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 Savings and Security Program
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 September 17,
2002.</P>
<BLOCKQUOTE>
  <BLOCKQUOTE>
    <BLOCKQUOTE>
      GENERAL ELECTRIC COMPANY
    </BLOCKQUOTE>
    <U>
    <BLOCKQUOTE>
      /s/ Philip D. Ameen
    </BLOCKQUOTE>
    </U>
    <BLOCKQUOTE>
      By: Philip D. Ameen<BR>
      Vice President and Comptroller
    </BLOCKQUOTE>
  </BLOCKQUOTE>
</BLOCKQUOTE>
<P ALIGN="LEFT">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>
</FONT>
<P ALIGN="CENTER"><CENTER>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="4" WIDTH="607">
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">&nbsp; <B><U>Name</U></B></FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><B><U><FONT SIZE="2">
      <P ALIGN="CENTER">Title</FONT></U></B></TD>
    <TD WIDTH="20%" VALIGN="TOP"><B><U><FONT SIZE="2">
      <P ALIGN="CENTER">Date</FONT></U></B></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Jeffrey R. Immelt.</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Chairman of the Board, Chief Executive Officer and
      Director (Principal Executive Officer)</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Keith S. Sherin</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Senior Vice President - Finance and Chief Financial
      Officer (Principal Financial Officer)</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17,2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><U><FONT SIZE="2">
      <P ALIGN="CENTER">/s/ Philip D. Ameen</FONT></U><FONT SIZE="2"><BR>
      *Philip D. Ameen</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Vice President and Comptroller (Principal Accounting
      Officer)</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*James I. Cash, Jr.</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Dennis D. Dammerman</P>
      </FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Paolo Fresco</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">*Ann M. Fudge</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Andrea Jung</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Rochelle B. Lazarus</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">*Ralph S. Larsen</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Scott G. McNealy</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Sam Nunn</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Roger S. Penske</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Gary L. Rogers</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">
      <P ALIGN="CENTER">*Douglas A. Warner III</P>
      </FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Director</P>
      </FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">September 17, 2002</P>
      </FONT></TD>
  </TR>
  <TR>
    <TD WIDTH="25%" VALIGN="TOP" ALIGN="center"><FONT SIZE="2">*Robert C. Wright</FONT></TD>
    <TD WIDTH="55%" VALIGN="TOP"><FONT SIZE="2">Director</FONT></TD>
    <TD WIDTH="20%" VALIGN="TOP"><FONT SIZE="2">September 17, 2002</FONT></TD>
  </TR>
</TABLE>
</CENTER><FONT SIZE="2">
<P ALIGN="LEFT">A Majority of the Board of Directors</P>
<P ALIGN="LEFT">*By: <U>/s/ Philip D. Ameen</U><BR>
Philip D. Ameen<BR>
Attorney-in-Fact</P>
<B>
<HR>
<P ALIGN="CENTER">Signatures</P>
<P ALIGN="LEFT">The Program.</B> Pursuant to the requirements of the Securities
Act of 1933, as amended, the Trustees of the GE Savings and Security Trust, on
behalf of the GE Savings and Security Program have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto duly
authorized, in the City of Fairfield, and State of Connecticut on the 17th day
of September, 2002.</P>
<B>
<P ALIGN="CENTER">GE Savings and Security Trust</P>
</B>
<P ALIGN="LEFT"><BR>
</P>
<U>
<P ALIGN="LEFT">Signer</U> <U>Title</U></P>
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0">
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*John H. Myers, Chairman&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Eugene K. Bolton&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Michael J. Cosgrove&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Ralph R. Layman&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Alan M. Lewis&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Robert A. MacDougall&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
  <TR>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
*Donald W. Torey&nbsp;&nbsp;&nbsp;
</FONT>
</P>
    </TD>
    <TD NOWRAP>
<P ALIGN="LEFT"><FONT SIZE="2">
&nbsp;Trustee
</FONT>
</P>
    </TD>
  </TR>
</TABLE>
<P ALIGN="LEFT">A Majority of the Trustees</P>
<P ALIGN="LEFT">*By: <U>/s/ Philip D. Ameen</U><BR>
Philip D. Ameen<BR>
Attorney-in-Fact</P>
<B>
<P ALIGN="CENTER">Index to Exhibits</P>
</B>
<P ALIGN="CENTER">&nbsp;</P>
</FONT>
<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="3">
  <TR>
    <TD VALIGN="TOP" NOWRAP><FONT SIZE="2">
      <P ALIGN="LEFT">Exhibit 4</FONT></TD>
    <TD VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Restated Certificate of Incorporation and 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 October 2,
      2001)</FONT></TD>
  </TR>
  <TR>
    <TD VALIGN="TOP" NOWRAP><FONT SIZE="2">
      <P ALIGN="LEFT">Exhibit 5</FONT></TD>
    <TD VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Opinion of Robert E. Healing, Esq.*</FONT></TD>
  </TR>
  <TR>
    <TD VALIGN="TOP" NOWRAP><FONT SIZE="2">
      <P ALIGN="LEFT">Exhibit 23(a):</P>
      <P ALIGN="LEFT">Exhibit 23(b)&nbsp;</FONT></TD>
    <TD VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Consent of KPMG LLP*</P>
      <P ALIGN="LEFT">Consent of Robert E. Healing, Esq. (included in Opinion
      filed as Exhibit 5)</FONT></TD>
  </TR>
  <TR>
    <TD VALIGN="TOP" NOWRAP><FONT SIZE="2">
      <P ALIGN="LEFT">Exhibit 24(a):</FONT></TD>
    <TD VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Power of Attorney of certain Officers and Directors of GE*</FONT></TD>
  </TR>
  <TR>
    <TD VALIGN="TOP" NOWRAP><FONT SIZE="2">
      <P ALIGN="LEFT">Exhibit 24(b):</FONT></TD>
    <TD VALIGN="TOP"><FONT SIZE="2">
      <P ALIGN="LEFT">Power of Attorney of certain Trustees (incorporated by
      reference to Exhibit 24(b) to the Registration Statement on Form S-8 (File
      No. 333-23767) filed March 21, 1997)</FONT></TD>
  </TR>
</TABLE>
<FONT SIZE="2">
<P ALIGN="LEFT">&nbsp;</P>
<HR WIDTH="25%" NOSHADE SIZE="1" ALIGN="left">
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">*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": "333-99671", "film-number": "02766057"}, "business-address": {"street1": "3135 EASTON TURNPIKE", "street2": "W3M", "city": "FAIRFIELD", "state": "CT", "zip": "06828", "phone": "203-373-2211"}, "mail-address": {"street1": "3135 EASTON TURNPIKE", "street2": "W3M", "city": "FAIRFIELD", "state": "CT", "zip": "06828"}}
Form S-8
As filed with the Securities and Exchange Commission on
September 17, 2002
Registration No.
333-
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
(State or other jurisdiction of incorporation or
      organization)
14-0689340
(I.R.S. Employer Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06431
(Address of Principal Executive Offices, including Zip Code)
GE Savings and Security Program
(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)
Approximate date of commencement of proposed sale to public:
As employee contributions and Company payments are periodically made to the
Program
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 (3)
Common Stock, $0.06 par value
100,000,000 shares
$27.35
$2,735,000,000.00
$251,620.00
(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 on the New York Stock Exchange
  Composite Tape for September 13, 2002.
(3) GE previously paid a registration fee of $11,757,593.15
  upon the filing of the registration statement on Form S-4 initially filed by
  GE on November 13, 2000 (Registration No. 333-49710) in connection with the
  planned merger of Honeywell International Inc. into a wholly owned subsidiary
  of GE. This transaction was not consummated and the shares registered under
  Registration No. 333-49710 were not issued. Pursuant to Rule 457(p), the
  registration fee of $98,410.75 for the registration statement on Form S-4
  initially filed by GE on December 28, 2001 (Registration No. 333-76066), the
  registration fee of $4,600,000 for the registration statement on Form S-3
  initially filed by General Electric Capital Corporation, a wholly owned
  subsidiary of GE, on March 18, 2002 (Registration No. 333-84462), the
  registration fee of $74,216.40 for the registration statement on Form S-3
  initially filed on July 17, 2002 (Registration No. 333-96571) and the
  registration fee of $35,156.88 for the registration statement on Form S-8
  initially filed on August 28, 2002 were offset against the total registration
  fee paid on the earlier registration statement, leaving a balance of
  $6,948,809.12 on the fee paid for Registration No. 333-49710. Pursuant to Rule
  457(p), the full amount of the registration fee currently due for this
  Registration Statement has been offset against the remaining balance of the
  fee paid for Registration No. 333-49710. After such offset a balance of
  $6,697,189.12 remains from the fee paid for Registration No. 333-49710.
In addition, pursuant to Rule 416(c) under the Securities Act
  of 1933, this registration statement also covers an indeterminate amount of
  interests to be offered or sold pursuant to the employee benefit plan
  described herein.
Registration of Additional Securities
Incorporation of Earlier Registration Statement by Reference
General Electric Company ("GE") and the GE Savings and
Security Program ("the Program") hereby incorporate by reference into
this Registration Statement the contents of the Form S-8 Registration Statement
filed on behalf of GE and the S&S Program on February 7, 2000 (Reg. No.
333-96287).
Item 3. Incorporation of Documents by Reference
By this reference, the Company hereby incorporates into this
Registration Statement the following documents filed by the Company:
The Company's Annual Report on Form 10-K for the year ended December 31,
    2001.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
    31, 2002 and June 30, 2002.
The Company's Current Reports on Form 8-K dated March 25, 2002 and
    September 17, 2002.
The Program's Annual Report on Form 11-K for the year ended December 31,
    2001.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
    31, 2002 and June 30, 2002.
The description of the Company's Common Stock contained in the
    Registration Statement on Form S-4 (File No. 333-40052), including any
    amendment filed for the purpose of updating such description.
In addition, all documents filed by the Company 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 the Restated Certificate of Incorporation, as
amended, of the Registrant 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 the bylaws, as amended, of GE 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
          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.
The Company may, to the extent authorized from time to time by the
          board of Directors, or by a committee comprised of members of the
          Board or members of management as the Board may designate for such
          purpose, provide indemnification to employees or agents of the Company
          who are not officers or directors of the Company with such scope and
          effect as determined by the Board, or such committee.
The Company may indemnify any person to whom the Company is
          permitted by applicable law to provide indemnification or the
          advancement of expenses, whether pursuant to rights granted pursuant
          to, or provided by, the New York Business Corporation Law or other
          rights created by (i) a resolution of shareholders, (ii) a resolution
          of directors, or (iii) an agreement providing for such
          indemnification, it being expressly intended that these By-laws
          authorize the creation of other rights in any such manner. The right
          to be indemnified and to the reimbursement or advancement of expenses
          incurred in defending a proceeding in advance of its final disposition
          authorized by this Paragraph C shall not be exclusive of any other
          right which any person may have or hereafter acquire under any
          statute, provision of the Certificate of Incorporation, by-laws,
          agreement, vote of shareholders or disinterested directors or
          otherwise.
The right to indemnification conferred by Paragraph A shall, and any
          indemnification extended under Paragraph B or Paragraph C may, be
          retroactive to events occurring prior to the adoption of this Article
          XI, to the fullest extent permitted by applicable law.
This Article XI may be amended, modified or repealed either by
          action of the Board of Directors of the Company or by the vote of the
          shareholders.
The Registrant 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:
To include any prospectus required by section 10(a)(3) of the
        Securities Act of 1933;
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;
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 Savings and Security Program
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 September 17,
2002.
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
*Jeffrey R. Immelt.
Chairman of the Board, Chief Executive Officer and
      Director (Principal Executive Officer)
September 17, 2002
*Keith S. Sherin
Senior Vice President - Finance and Chief Financial
      Officer (Principal Financial Officer)
September 17,2002
/s/ Philip D. Ameen
*Philip D. Ameen
Vice President and Comptroller (Principal Accounting
      Officer)
September 17, 2002
*James I. Cash, Jr.
Director
September 17, 2002
*Dennis D. Dammerman
Director
September 17, 2002
*Paolo Fresco
Director
September 17, 2002
*Ann M. Fudge
Director
September 17, 2002
*Andrea Jung
Director
September 17, 2002
*Rochelle B. Lazarus
Director
September 17, 2002
*Ralph S. Larsen
Director
September 17, 2002
*Scott G. McNealy
Director
September 17, 2002
*Sam Nunn
Director
September 17, 2002
*Roger S. Penske
Director
September 17, 2002
*Gary L. Rogers
Director
September 17, 2002
*Douglas A. Warner III
Director
September 17, 2002
*Robert C. Wright
Director
September 17, 2002
A Majority of the Board of Directors
*By:
/s/ Philip D. Ameen
Philip D. Ameen
Attorney-in-Fact
Signatures
The Program.
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Trustees of the GE Savings and Security Trust, on
behalf of the GE Savings and Security Program have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereto duly
authorized, in the City of Fairfield, and State of Connecticut on the 17th day
of September, 2002.
GE Savings and Security Trust
Signer
Title
*John H. Myers, Chairman
Trustee
*Eugene K. Bolton
Trustee
*Michael J. Cosgrove
Trustee
*Ralph R. Layman
Trustee
*Alan M. Lewis
Trustee
*Robert A. MacDougall
Trustee
*Donald W. Torey
Trustee
A Majority of the Trustees
*By:
/s/ Philip D. Ameen
Philip D. Ameen
Attorney-in-Fact
Index to Exhibits
Exhibit 4
Restated Certificate of Incorporation and 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 October 2,
      2001)
Exhibit 5
Opinion of Robert E. Healing, Esq.*
Exhibit 23(a):
Exhibit 23(b)
Consent of KPMG LLP*
Consent of Robert E. Healing, Esq. (included in Opinion
      filed as Exhibit 5)
Exhibit 24(a):
Power of Attorney of certain Officers and Directors of GE*
Exhibit 24(b):
Power of Attorney of certain Trustees (incorporated by
      reference to Exhibit 24(b) to the Registration Statement on Form S-8 (File
      No. 333-23767) filed March 21, 1997)
*Filed electronically herewith