<html>

<head>
<title>Form S-8</title>
</head>

<body>

<font SIZE="2">
<p ALIGN="CENTER">As filed with the Securities and Exchange Commission on August
2, 2004</p>
<b>
<p ALIGN="RIGHT">Registration No. <u>333-</p>
</u>
<p ALIGN="CENTER">United States<br>
Securities and Exchange Commission</b></font> <br>
<font SIZE="2"><b>Washington, D.C. 20549</b></font> </p>
<font SIZE="2"><b>
<p ALIGN="CENTER">Form S-8</b></font> <br>
<font SIZE="2"><b>Registration Statement</b></font> <br>
<font SIZE="2"><b>Under</b></font> <br>
<font SIZE="2"><b>The Securities Act of 1933</b></font> </p>
<u><font SIZE="2"><b>
<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;</b></font><br>
</u><font SIZE="2">(Exact name of registrant as specified in its charter)</p>
</font>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER"></p>
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<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="623">
  <tr>
    <td WIDTH="64%" VALIGN="TOP"><font SIZE="2"><u>
    <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;</u></font><br>
    <font SIZE="2">(State or other jurisdiction of incorporation or
    organization)</font></td>
    <td WIDTH="36%" VALIGN="TOP"><font SIZE="2"><u>
    <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;</u></font><br>
    <font SIZE="2">(I.R.S. Employer Identification No.)</font></td>
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</CENTER>

<font SIZE="2">
<p ALIGN="CENTER">3135 Easton Turnpike</font> <br>
<font SIZE="2">Fairfield, Connecticut 06828</p>
<p ALIGN="CENTER"></p>
<hr WIDTH="53%" SIZE="1">
<p align="center">(Address of principal executive offices, including zip code)</p>

<b>
<p ALIGN="CENTER"></p>
<hr WIDTH="32%" SIZE="1">
<p align="center">GE 1990 LONG-TERM INCENTIVE PLAN</b></font> </p>

<font SIZE="2">
<p ALIGN="CENTER">(Full title of the plan)</font> <br>
</p>
<font SIZE="2">
<p ALIGN="CENTER">Michael R. McAlevey</font> </p>
<p ALIGN="CENTER"></p>
<hr WIDTH="16%" SIZE="1">
<p align="center"><font SIZE="2">Chief Corporate &amp; Securities Counsel</font> <br>
<font SIZE="2">3135 Easton Turnpike</font> <br>
<font SIZE="2">Fairfield, Connecticut 06828</font> <br>
<font SIZE="2">(Name and address of agent for service)</font> <br>
&nbsp; <br>
</p>

<font SIZE="2">
<p ALIGN="CENTER">(203) 373-2967</font> </p>
<font SIZE="2">
<p ALIGN="CENTER"></p>
<hr WIDTH="55%" SIZE="1">
<p align="center">(Telephone number, including area code, of agent for service)</font> </p>

<font SIZE="2"><b>
<p ALIGN="CENTER">Calculation of Registration Fee</p>
</b></font>
<p ALIGN="CENTER"></p>
<CENTER>
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="20%" VALIGN="BOTTOM"><font SIZE="2">
    <p ALIGN="LEFT">Title of each class of <br>
    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 <br>
    price per share (2)</font></td>
    <td WIDTH="20%" VALIGN="BOTTOM"><font SIZE="2">
    <p ALIGN="LEFT">Proposed maximum <br>
    aggregate offering price (2)</font></td>
    <td WIDTH="20%" VALIGN="BOTTOM"><font SIZE="2">
    <p ALIGN="LEFT">Amount of registration fee</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">$32.385</font></td>
    <td WIDTH="20%" VALIGN="BOTTOM"><font SIZE="2">
    <p ALIGN="LEFT">$3,238,500,000.00</font></td>
    <td WIDTH="20%" VALIGN="BOTTOM"><font SIZE="2">
    <p ALIGN="LEFT">$410,317.95</font></td>
  </tr>
</TABLE>
</CENTER>

  <font SIZE="2">
  <p ALIGN="LEFT">(1)&nbsp;&nbsp;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)&nbsp;&nbsp;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 July 26, 2004.</p>
</font>
<p ALIGN="CENTER"></p>
<font SIZE="2">
<p ALIGN="center"><FONT SIZE="2">(1)</FONT></P>
<HR Style='page-break-after:always'>

<u>
<p ALIGN="CENTER">Registration of Additional Securities</p>
</u><b>
<p ALIGN="CENTER">Incorporation of Earlier Registration Statement by Reference</p>
</b>
<p ALIGN="LEFT">General Electric Company (&quot;GE&quot;) hereby incorporates by reference
into this Registration Statement the contents of the Form S-8 Registration
Statement filed on behalf of GE on March 28, 2001 (Reg. No. 333-57734). </p>
<b>
<p ALIGN="CENTER">PART II<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
<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,
  2003.<br>
  &nbsp;</li>
  <li>The Company's Quarterly Reports on Form 10-Q for the quarters ended March
  31, 2004 and June 30, 2004.<br>
  &nbsp;</li>
  <li>The Company's Current Reports on Form 8-K filed by the Company on March 8,
  2004, March 9, 2004, March 30, 2004 (as amended by Form 8-K/A filed by the
  Company on April 19, 2004), April 6, 2004, April 8, 2004 (as to Item 5 only)
  and June 14, 2004.<br>
  &nbsp;</li>
  <li>The description of the Company's Common Stock contained in the
  Registration Statement on Form S-3 (File No. 333-104526).</li>
</ol>
<p ALIGN="LEFT">In addition, all documents subsequently filed by the Company
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. <br>
</p>
<b>
<p ALIGN="LEFT">Item 5. Interests of Named Experts and Counsel</p>
</b>
<p ALIGN="LEFT">The Company's Corporate and Securities Counsel, Thomas J. Kim,
has passed upon the validity of the shares of GE common stock to be issued under
the plans identified above. Mr. Kim beneficially owns or has rights to acquire
an aggregate of less than 0.01% of the Company's common stock.</p>
</font>
<h5><br>
Item 6. Indemnification of Directors and Officers. </h5>
<font SIZE="2">
<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="center"><FONT SIZE="2">(2)</FONT></P>
<HR Style='page-break-after:always'>

<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>
<dir>
  <dir>
    <dir>
      <dir>
        <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>
      </dir>
    </dir>
  </dir>
</dir>
<p ALIGN="LEFT">Article XI of the bylaws, as amended, of GE provides, in part,
as follows: </p>
<ol TYPE="A">
  <dir>
    <dir>
      <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 <br>
        <p ALIGN="CENTER">(3)</li>
      </ol>
    </dir>
  </dir>
</ol>
<HR Style='page-break-after:always'>

<ol TYPE="A">
  <dir>
    <dir>
      <ol TYPE="A" start="2">
        <li>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>
    </dir>
  </dir>
</ol>
<dir>
  <p ALIGN="LEFT">The Registrant has purchased certain liability insurance for
  its officers and directors as permitted by Section 727 of the NYBCL.</p>
</dir>
<b>
<p ALIGN="LEFT">Item 8. Exhibits.</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;<br>
      &nbsp;</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;<br>
      &nbsp;</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>
<p ALIGN="center">(4)</P>
<HR Style='page-break-after:always'>

<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="center">(5)</P>
<HR Style='page-break-after:always'>

<b>
<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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Fairfield, State of
Connecticut, on August 2, 2004. </p>
<dir>
  <dir>
    <blockquote>
      <p>GENERAL ELECTRIC COMPANY </p>
    </blockquote>
    <u>
    <blockquote>
      <p>/s/ Philip D. Ameen</p>
    </blockquote>
    </u>
    <blockquote>
      <p>By: Philip D. Ameen <br>
      Vice President and Comptroller</p>
    </blockquote>
  </dir>
</dir>
<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"></p>
<CENTER>
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="2" WIDTH="100%" style="border-collapse: collapse" bordercolor="#111111">
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">&nbsp; <u><b>Name</b></u></font></td>
    <td WIDTH="55%" VALIGN="TOP"><font SIZE="2"><u><b>
    <p ALIGN="CENTER">Title</b></u></font></td>
    <td WIDTH="20%" VALIGN="TOP"><font SIZE="2"><u><b>
    <p ALIGN="CENTER">Date</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Sir William Castell</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Dennis D. Dammerman</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Ann M. Fudge</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Claudio X. Gonzalez</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Alan G. Lafley</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Kenneth G. Langone</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Ralph S. Larsen</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Robert J. Swieringa</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Douglas A. Warner III</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">August 2, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="25%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER">*Robert C. Wright</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">August 2, 2004</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/ Michael R. McAlevey</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Michael R. McAlevey<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attorney-in-Fact </p>
<p ALIGN="LEFT">&nbsp;</p>
<p ALIGN="center">(6)</P>
<HR Style='page-break-after:always'>

<p ALIGN="LEFT">&nbsp;</p>
<b>
<p ALIGN="CENTER">Index to Exhibits</p>
</b>
<p ALIGN="CENTER"></p>
</font>
<CENTER>
<div align="left">
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" style="border-collapse: collapse" bordercolor="#111111">
  <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 April 27, 2000)</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 Thomas J. Kim, Esq.*</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" nowrap><font SIZE="2">
    <p ALIGN="LEFT">Exhibit 23(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;:</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 Thomas J. Kim, 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>
</TABLE>
</div>
</CENTER>
<font SIZE="2">
<p ALIGN="LEFT">__________________ </p>
<p ALIGN="LEFT">*Filed electronically herewith </p>
</font>

<p ALIGN="center"><font size="2">(7)</font></p>

</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": "333-117855", "film-number": "04944739"}, "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 August
2, 2004
Registration No.
333-
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
General Electric Company
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or
    organization)
14-0689340
(I.R.S. Employer Identification No.)
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Address of principal executive offices, including zip code)
GE 1990 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Michael R. McAlevey
Chief Corporate & Securities Counsel
3135 Easton Turnpike
Fairfield, Connecticut 06828
(Name and address of agent for service)
(203) 373-2967
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of each class 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
Common Stock, $0.06 par value
100,000,000 shares
$32.385
$3,238,500,000.00
$410,317.95
(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 July 26, 2004.
(1)
Registration of Additional Securities
Incorporation of Earlier Registration Statement by Reference
General Electric Company ("GE") hereby incorporates by reference
into this Registration Statement the contents of the Form S-8 Registration
Statement filed on behalf of GE on March 28, 2001 (Reg. No. 333-57734).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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,
  2003.
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
  31, 2004 and June 30, 2004.
The Company's Current Reports on Form 8-K filed by the Company on March 8,
  2004, March 9, 2004, March 30, 2004 (as amended by Form 8-K/A filed by the
  Company on April 19, 2004), April 6, 2004, April 8, 2004 (as to Item 5 only)
  and June 14, 2004.
The description of the Company's Common Stock contained in the
  Registration Statement on Form S-3 (File No. 333-104526).
In addition, all documents subsequently filed by the Company
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 5. Interests of Named Experts and Counsel
The Company's Corporate and Securities Counsel, Thomas J. Kim,
has passed upon the validity of the shares of GE common stock to be issued under
the plans identified above. Mr. Kim beneficially owns or has rights to acquire
an aggregate of less than 0.01% of the Company's common stock.
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.
(2)
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
(3)
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.
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.
(4)
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.
(5)
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Fairfield, State of
Connecticut, on August 2, 2004.
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)
August 2, 2004
*Keith S. Sherin
Senior Vice President - Finance and Chief Financial Officer
    (Principal Financial Officer)
August 2, 2004
*Philip D. Ameen
Vice President and Comptroller (Principal Accounting
    Officer)
August 2, 2004
*James I. Cash, Jr.
Director
August 2, 2004
*Sir William Castell
Director
August 2, 2004
*Dennis D. Dammerman
Director
August 2, 2004
*Ann M. Fudge
Director
August 2, 2004
*Claudio X. Gonzalez
Director
August 2, 2004
*Andrea Jung
Director
August 2, 2004
*Alan G. Lafley
Director
August 2, 2004
*Kenneth G. Langone
Director
August 2, 2004
*Ralph S. Larsen
Director
August 2, 2004
*Roger S. Penske
Director
August 2, 2004
*Robert J. Swieringa
Director
August 2, 2004
*Douglas A. Warner III
Director
August 2, 2004
*Robert C. Wright
Director
August 2, 2004
A Majority of the Board of Directors
*By:
/s/ Michael R. McAlevey
Michael R. McAlevey
Attorney-in-Fact
(6)
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 April 27, 2000)
Exhibit 5
Opinion of Thomas J. Kim, Esq.*
Exhibit 23(a)      :
Exhibit 23(b)
Consent of KPMG LLP*
Consent of Thomas J. Kim, Esq. (included in Opinion filed as
    Exhibit 5)
Exhibit 24(a):
Power of Attorney of certain Officers and Directors of GE*
__________________
*Filed electronically herewith
(7)