As filed with the Securities and Exchange Commission on December 19, 1997

                                                 REGISTRATION NO. ______________

                       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             (I.R.S. Employer Identification No.)
of incorporation or organization) 

                              3135 Easton Turnpike
                          Fairfield, Connecticut 06431
          (Address of Principal Executive Offices, including Zip Code)

                 GE STOCK-BASED COMPENSATION AND INCENTIVE PLAN
                           FOR INDEPENDENT CONTRACTORS
                      ELANO CORPORATION 401(K) SAVINGS PLAN
                      ELANO CORPORATION PROFIT SHARING PLAN
                  ELANO CORPORATION MONEY PURCHASE PENSION PLAN
                1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
               MIDDLE RIVER AIRCRAFT SYSTEMS SALARIED 401(K) PLAN
                MIDDLE RIVER AIRCRAFT SYSTEMS HOURLY 401(K) PLAN
                           (Full titles of the Plans)

                                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:
  From time to time following the effectiveness of this registration statement

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
TITLE OF                                                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
SECURITIES                                  AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING     AMOUNT OF
TO BE           TITLE OF PLAN               REGISTERED (1)     PER SHARE (2)       PRICE (2)              REGISTRATION
REGISTERED                                                                                                FEE
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
<S>                                         <C>                <C>                 <C>                    <C>        
Common          GE Stock-Based              2,000,000 shares   $75.8125            $151,625,000.00        $44,729.375
Stock, $0.16    Compensation and
par value       Incentive Plan  for
                Independent Contractors
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation 401(k)    200,000 shares     $75.8125            $15,162,500.00         $4,472.9375
Stock, $0.16    Savings Plan
par value(3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation Profit    300,000 shares     $75.8125            $22,743,750.00         $6,709.4063
Stock, $0.16    Sharing Plan
par value (3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation Money     500,000 shares     $75.8125            $37,906,250.00         $11,182.3438
Stock, $0.16    Purchase Pension Trust
par value (3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          1996 Stock Option Plan       700,000 shares    $75.8125            $53,068,750.00         15,655.28125
Stock, $0.16    for Non-Employee Directors
par value
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Middle River Aircraft       1,000,000 shares   $75.8125            $75,812,500.00         $22,364.6875
Stock, $0.16    Systems Salaried 401(k)
par value (3)   Plan
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Middle River Aircraft       1,000,000 shares   $75.8125            $75,812,500.00         $22,364.6875
Stock, $0.16    Systems Hourly 401(k)
par value (3)   Plan
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
                                    TOTAL   5,700,000 shares   $75.8125            $432,131,250.00        $127,478.72
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
</TABLE>

(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 December 16, 1997.

(3)  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 certain of the employee benefit plans
     described herein.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

General Electric Company (the "Company") by this reference hereby incorporates
into this Registration Statement the following documents filed by the Company:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1996.

2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, June 30, and September 30, 1997.

3.   The Company's Current Reports on Form 8-K dated April 28, 1997 and October
     31, 1997. 4. The description of the Company's Common Stock contained in the
     Registration Statement on Form S-4 (File No. 333-30845), 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 6 of the Company's Certificate of Incorporation, as amended, provides as
follows:

         A person who is or was a director of the corporation shall have no
         personal liability to the corporation or its shareholders 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 Company's By-laws, as amended, provides as follows:

A.   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.

B.   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.

C.   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.

D.   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.

E.   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.

ITEM 8.  EXHIBITS.

See Exhibit Index.

The registrant will submit or has submitted the Elano Corporation 401(k) Savings
Plan, the Elano Corporation Profit Sharing Plan, the Elano Corporation Money
Purchase Pension Trust, the Middle River Aircraft Systems Salaried 401(k) Plan
and the Middle River Aircraft Systems Hourly 401(k) Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and has made or will
make all changes required by the IRS in order to qualify the plans.

ITEM 9.  UNDERTAKINGS.

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.

         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.

         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.

                                     EXPERTS

The financial statements of General Electric Company and consolidated affiliates
as of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, appearing in General Electric Company's Annual
Report on Form 10-K for the year ended December 31, 1996, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.



<PAGE>


                                   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 Stock-Based Compensation and Incentive Plan for Independent
Contractors, the Elano Corporation 401(k) Savings Plan, the Elano Corporation
Profit Sharing Plan, the Elano Corporation Money Purchase Pension Plan, the
Middle River Aircraft Systems Salaried 401(k) Plan, the Middle River Aircraft
Systems Hourly 401(k) Plan and the 1996 Stock Option Plan for Non-Employee
Directors 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 December 19,
1997.

                                     GENERAL ELECTRIC COMPANY


                                     By:  *DENNIS D. DAMMERMAN
                                           Senior Vice President-Finance

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.

<TABLE>
<CAPTION>

SIGNATURE                         TITLE                                   DATE
<S>                               <C>                                     <C>
*Dennis D. Dammerman              Senior Vice President-Finance
                                  Principal Financial Officer


/S/ PHILIP D. AMEEN               Vice President and Comptroller
Philip D. Ameen                   Principal Accounting Officer            December 19, 1997



*John F. Welch, Jr.               Chairman of the Board of Directors
Principal Executive Officer



*James I. Cash, Jr.               Director
*Silas S. Cathcart                Director
*Paolo Fresco                     Director
*Claudio X. Gonzalez              Director
*Gertrude G. Michelson            Director
*Eugene F. Murphy                 Director
*Sam Nunn                         Director
*John D. Opie                     Director
*Frank H. T. Rhodes               Director
*Douglas A. Warner III            Director

</TABLE>

A Majority of the Board of Directors

*By: Philip D. Ameen, Attorney-in-Fact


                            SIGNATURES - ELANO PLANS

THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dayton, State of Ohio, on
December 18, 1997.

                      Elano Corporation 401(k) Savings Plan
                      Elano Corporation Profit Sharing Plan
                  Elano Corporation Money Purchase Pension Plan


By:  William H. Ellinger, Plan Administrator


<PAGE>



                         SIGNATURES - LMT SUB INC. PLANS

               Middle River Aircraft Systems Salaried 401(k) Plan
                Middle River Aircraft Systems Hourly 401(k) Plan


THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Cincinnati, State of
Ohio, on December 19, 1997.



By:  Joseph R. Mays, Jr.
     on behalf of the Committee



<PAGE>


                                  EXHIBIT INDEX



Exhibit 5       Opinion of Robert E. Healing*

Exhibit 23(a):  Consent of KPMG Peat Marwick LLP*

Exhibit 23(b):  Consent of Robert E. Healing (included in Exhibit 5)*

Exhibit 24(a):  Power of Attorney of certain Officers and Directors of GE*


*Filed electronically herewith
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21328}]
{"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": "333-42695", "film-number": "97741138"}, "business-address": {"street1": "3135 EASTON TURNPIKE", "street2": "C/O BANK OF NEW YORK", "city": "FAIRFIELD", "state": "CT", "zip": "06431", "phone": "2033732816"}, "mail-address": {"street1": "3135 EASTON TURNPIKE", "city": "FAIRFIELD", "state": "CT", "zip": "06431"}}
As filed with the Securities and Exchange Commission on December 19, 1997

                                                 REGISTRATION NO. ______________

                       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             (I.R.S. Employer Identification No.)
of incorporation or organization) 

                              3135 Easton Turnpike
                          Fairfield, Connecticut 06431
          (Address of Principal Executive Offices, including Zip Code)

                 GE STOCK-BASED COMPENSATION AND INCENTIVE PLAN
                           FOR INDEPENDENT CONTRACTORS
                      ELANO CORPORATION 401(K) SAVINGS PLAN
                      ELANO CORPORATION PROFIT SHARING PLAN
                  ELANO CORPORATION MONEY PURCHASE PENSION PLAN
                1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
               MIDDLE RIVER AIRCRAFT SYSTEMS SALARIED 401(K) PLAN
                MIDDLE RIVER AIRCRAFT SYSTEMS HOURLY 401(K) PLAN
                           (Full titles of the Plans)

                                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:
  From time to time following the effectiveness of this registration statement

                         CALCULATION OF REGISTRATION FEE
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
TITLE OF                                                       PROPOSED MAXIMUM    PROPOSED MAXIMUM
SECURITIES                                  AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING     AMOUNT OF
TO BE           TITLE OF PLAN               REGISTERED (1)     PER SHARE (2)       PRICE (2)              REGISTRATION
REGISTERED                                                                                                FEE
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          GE Stock-Based              2,000,000 shares   $75.8125            $151,625,000.00        $44,729.375
Stock, $0.16    Compensation and
par value       Incentive Plan  for
                Independent Contractors
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation 401(k)    200,000 shares     $75.8125            $15,162,500.00         $4,472.9375
Stock, $0.16    Savings Plan
par value(3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation Profit    300,000 shares     $75.8125            $22,743,750.00         $6,709.4063
Stock, $0.16    Sharing Plan
par value (3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Elano Corporation Money     500,000 shares     $75.8125            $37,906,250.00         $11,182.3438
Stock, $0.16    Purchase Pension Trust
par value (3)
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          1996 Stock Option Plan       700,000 shares    $75.8125            $53,068,750.00         15,655.28125
Stock, $0.16    for Non-Employee Directors
par value
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Middle River Aircraft       1,000,000 shares   $75.8125            $75,812,500.00         $22,364.6875
Stock, $0.16    Systems Salaried 401(k)
par value (3)   Plan
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
Common          Middle River Aircraft       1,000,000 shares   $75.8125            $75,812,500.00         $22,364.6875
Stock, $0.16    Systems Hourly 401(k)
par value (3)   Plan
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
                                    TOTAL   5,700,000 shares   $75.8125            $432,131,250.00        $127,478.72
--------------- --------------------------- ------------------ ------------------- ---------------------- ----------------
(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 December 16, 1997.

(3)  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 certain of the employee benefit plans
     described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

General Electric Company (the "Company") by this reference hereby incorporates
into this Registration Statement the following documents filed by the Company:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1996.

2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended March
     31, June 30, and September 30, 1997.

3.   The Company's Current Reports on Form 8-K dated April 28, 1997 and October
     31, 1997. 4. The description of the Company's Common Stock contained in the
     Registration Statement on Form S-4 (File No. 333-30845), 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 6 of the Company's Certificate of Incorporation, as amended, provides as
follows:

         A person who is or was a director of the corporation shall have no
         personal liability to the corporation or its shareholders 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 Company's By-laws, as amended, provides as follows:

A.   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.

B.   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.

C.   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.

D.   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.

E.   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.

ITEM 8.  EXHIBITS.

See Exhibit Index.

The registrant will submit or has submitted the Elano Corporation 401(k) Savings
Plan, the Elano Corporation Profit Sharing Plan, the Elano Corporation Money
Purchase Pension Trust, the Middle River Aircraft Systems Salaried 401(k) Plan
and the Middle River Aircraft Systems Hourly 401(k) Plan and any amendments
thereto to the Internal Revenue Service in a timely manner and has made or will
make all changes required by the IRS in order to qualify the plans.

ITEM 9.  UNDERTAKINGS.

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.

         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.

         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.

                                     EXPERTS

The financial statements of General Electric Company and consolidated affiliates
as of December 31, 1996 and 1995, and for each of the years in the three-year
period ended December 31, 1996, appearing in General Electric Company's Annual
Report on Form 10-K for the year ended December 31, 1996, incorporated by
reference herein, have been incorporated herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
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 Stock-Based Compensation and Incentive Plan for Independent
Contractors, the Elano Corporation 401(k) Savings Plan, the Elano Corporation
Profit Sharing Plan, the Elano Corporation Money Purchase Pension Plan, the
Middle River Aircraft Systems Salaried 401(k) Plan, the Middle River Aircraft
Systems Hourly 401(k) Plan and the 1996 Stock Option Plan for Non-Employee
Directors 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 December 19,
1997.

                                     GENERAL ELECTRIC COMPANY

                                     By:  *DENNIS D. DAMMERMAN
                                           Senior Vice President-Finance

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.
SIGNATURE                         TITLE                                   DATE
*Dennis D. Dammerman              Senior Vice President-Finance
                                  Principal Financial Officer

/S/ PHILIP D. AMEEN               Vice President and Comptroller
Philip D. Ameen                   Principal Accounting Officer            December 19, 1997

*John F. Welch, Jr.               Chairman of the Board of Directors
Principal Executive Officer

*James I. Cash, Jr.               Director
*Silas S. Cathcart                Director
*Paolo Fresco                     Director
*Claudio X. Gonzalez              Director
*Gertrude G. Michelson            Director
*Eugene F. Murphy                 Director
*Sam Nunn                         Director
*John D. Opie                     Director
*Frank H. T. Rhodes               Director
*Douglas A. Warner III            Director
A Majority of the Board of Directors

*By: Philip D. Ameen, Attorney-in-Fact

                            SIGNATURES - ELANO PLANS

THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Dayton, State of Ohio, on
December 18, 1997.

                      Elano Corporation 401(k) Savings Plan
                      Elano Corporation Profit Sharing Plan
                  Elano Corporation Money Purchase Pension Plan

By:  William H. Ellinger, Plan Administrator
SIGNATURES - LMT SUB INC. PLANS

               Middle River Aircraft Systems Salaried 401(k) Plan
                Middle River Aircraft Systems Hourly 401(k) Plan

THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the plans) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Cincinnati, State of
Ohio, on December 19, 1997.

By:  Joseph R. Mays, Jr.
     on behalf of the Committee
EXHIBIT INDEX

Exhibit 5       Opinion of Robert E. Healing*

Exhibit 23(a):  Consent of KPMG Peat Marwick LLP*

Exhibit 23(b):  Consent of Robert E. Healing (included in Exhibit 5)*

Exhibit 24(a):  Power of Attorney of certain Officers and Directors of GE*

*Filed electronically herewith