Filed Pursuant to Rule 424(b)(5)
                                                             File No. 333-110771


PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 9, 2003)

                               119,385,000 SHARES

                               [Graphic Omitted]

                            GENERAL ELECTRIC COMPANY
                                  COMMON STOCK

                            -------------------------

General Electric Company is offering 119,385,000 shares of its common stock.

                            -------------------------

Our common stock is listed on the New York Stock Exchange under the symbol "GE".
On March 8, 2004,  the last  reported  sale price of the common stock on the New
York Stock Exchange was $31.83 per share.

                            -------------------------
                              PRICE $31.83 A SHARE
                            -------------------------


                                                                 UNDERWRITING          PROCEEDS TO
                                                                 DISCOUNTS AND      GENERAL ELECTRIC
                                            PRICE TO PUBLIC       COMMISSIONS            COMPANY
                                            ---------------      --------------     ----------------
                                                                            
Per Share..............................         $31.83              $0.3183             $31.5117
Total..................................     $3,800,024,550        $38,000,245        $3,762,024,305


Neither the Securities and Exchange Commission nor any other regulatory body has
approved or  disapproved  of these  securities or determined if this  prospectus
supplement  or  the  accompanying   prospectus  is  truthful  or  complete.  Any
representation to the contrary is a criminal offense.

THE  UNDERWRITERS  EXPECT TO DELIVER THE SHARES AGAINST PAYMENT IN NEW YORK, NEW
YORK ON OR ABOUT MARCH 12, 2004.

                            -------------------------
MORGAN STANLEY       CITIGROUP          GOLDMAN, SACHS & CO.            JPMORGAN

                            -------------------------

BANC OF AMERICA SECURITIES LLC
             BNP PARIBAS
                         CREDIT SUISSE FIRST BOSTON
                                     DEUTSCHE BANK SECURITIES
                                                 HSBC
                                                   LEHMAN BROTHERS
                                                       MERRILL LYNCH & CO.
                                                             UBS INVESTMENT BANK

                            -------------------------

BANCA IMI
           BLAYLOCK & PARTNERS, L.P.
                          LOOP CAPITAL MARKETS, LLC
                                      UTENDAHL CAPITAL PARTNERS, L.P.
                                                THE WILLIAMS CAPITAL GROUP, L.P.

March 8, 2004








                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

                                                                            PAGE

About this Prospectus Supplement ..........................................   ii
Forward-Looking Statements ................................................  S-1
The Company ...............................................................  S-2
Use of Proceeds ...........................................................  S-2
Common Stock Price Range and Dividends ....................................  S-3
Capitalization ............................................................  S-4
Selected Financial Information ............................................  S-5
Material United States Federal Income and Estate Tax Considerations for
  Non-United States Holders ...............................................  S-6
Underwriting ..............................................................  S-9
Validity of the Common Stock .............................................. S-11
Experts ................................................................... S-12

                                   PROSPECTUS

About This Prospectus .....................................................    3
Where You Can Find More Information .......................................    3
The Company ...............................................................    4
Ratio of Earnings to Fixed Charges ........................................    4
Use of Proceeds ...........................................................    5
General Description of Securities That We May Sell ........................    5
Description of Debt Securities ............................................    5
Description of Common Stock ...............................................   13
Description of Warrants ...................................................   13
Description of Guarantees .................................................   14
ERISA Matters .............................................................   15
Plan of Distribution ......................................................   15
Legal Matters .............................................................   17
Experts ...................................................................   17

   WE ARE OFFERING TO SELL, AND ARE SEEKING OFFERS TO BUY, THE COMMON STOCK ONLY
IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.  THE DISTRIBUTION OF THIS
PROSPECTUS  SUPPLEMENT AND THE  ACCOMPANYING  PROSPECTUS AND THE OFFERING OF THE
COMMON STOCK IN CERTAIN  JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS OUTSIDE
THE UNITED STATES WHO COME INTO POSSESSION OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING   PROSPECTUS   MUST  INFORM   THEMSELVES   ABOUT  AND  OBSERVE  ANY
RESTRICTIONS  RELATING TO THE OFFERING OF THE COMMON STOCK AND THE  DISTRIBUTION
OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OUTSIDE THE UNITED
STATES.  THIS  PROSPECTUS  SUPPLEMENT  AND THE  ACCOMPANYING  PROSPECTUS  DO NOT
CONSTITUTE,  AND MAY NOT BE USED IN  CONNECTION  WITH,  AN OFFER  TO SELL,  OR A
SOLICITATION  OF AN OFFER TO BUY,  ANY  SECURITIES  OFFERED  BY THIS  PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING  PROSPECTUS BY ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION.

   YOU  SHOULD  RELY  ONLY  ON THE  INFORMATION  CONTAINED  OR  INCORPORATED  BY
REFERENCE IN THIS  PROSPECTUS  SUPPLEMENT AND THE  ACCOMPANYING  PROSPECTUS.  IF
INFORMATION IN THIS PROSPECTUS  SUPPLEMENT IS INCONSISTENT WITH THE ACCOMPANYING
PROSPECTUS,  YOU SHOULD RELY ON THE PROSPECTUS SUPPLEMENT.  WE HAVE NOT, AND THE
UNDERWRITERS  HAVE  NOT,   AUTHORIZED  ANYONE  TO  PROVIDE  YOU  WITH  DIFFERENT
INFORMATION.  YOU  SHOULD  NOT  ASSUME  THAT THE  INFORMATION  PROVIDED  BY THIS
PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR THE DOCUMENTS INCORPORATED
BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS IS
ACCURATE  AS OF ANY DATE  OTHER  THAN  THEIR  RESPECTIVE  DATES.  OUR  BUSINESS,
FINANCIAL CONDITION,  RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE
THOSE DATES.





                                       i


                        ABOUT THIS PROSPECTUS SUPPLEMENT

   This document is in two parts. The first part is this prospectus  supplement,
which  describes the specific  terms of this common stock offering and also adds
to and updates  information  contained in the  accompanying  prospectus  and the
documents  incorporated  by reference in the  prospectus.  The second part,  the
accompanying prospectus, gives more general information,  some of which does not
apply to this offering.

   Unless  we have  indicated  otherwise,  or the  context  otherwise  requires,
references in this prospectus supplement and the accompanying prospectus to "GE"
"we," "us" and "our" or similar terms are to General  Electric  Company,  unless
otherwise noted.

   The Securities and Exchange  Commission (the "SEC") allows us to "incorporate
by reference" in this prospectus supplement and the accompanying  prospectus the
information  in the  documents  that we file with it,  which  means  that we can
disclose important  information to you by referring you to those documents.  The
information  incorporated  by  reference  is  considered  to be a part  of  this
prospectus  supplement  and the  accompanying  prospectus,  and  information  in
documents  that  we file  later  with  the SEC  will  automatically  update  and
supersede  information  contained  in  documents  filed  earlier with the SEC or
contained in this  prospectus  supplement and the  accompanying  prospectus.  We
incorporate  by reference in this  prospectus  supplement  and the  accompanying
prospectus  the documents  listed below and any future  filings that we may make
with the SEC  under  Sections  13(a),  13(c),  14,  or  15(d) of the  Securities
Exchange Act of 1934, as amended, until we sell all of the securities offered by
this prospectus supplement; provided, however, that we are not incorporating any
information  furnished  under either Item 9 or Item 12 of any Current  Report on
Form 8-K unless, and except to the extent,  specified in any such Current Report
on Form 8-K:

   o  Annual Report on Form 10-K for the year ended December 31, 2003; and

   o Current Report on Form 8-K filed March 8, 2004.

   You may  request  a copy of this  document  at no cost to you by  writing  or
telephoning us at the following address:

   General Electric Company
   3135 Easton Turnpike
   Fairfield, Connecticut 06828
   Attn: Investor Communications
   (203) 373-2211






                                       ii











                      [This Page Intentionally Left Blank.]















                           FORWARD-LOOKING STATEMENTS

   Certain of the  statements  contained  or  incorporated  by reference in this
prospectus  supplement  and the  accompanying  prospectus  are  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of  1995.  Forward-looking  statements  may  be  identified  by  words  such  as
"expects,"  "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"will"  or words  of  similar  meaning  and  include,  but are not  limited  to,
statements  about the expected future business and financial  performance of GE.
Forward-looking  statements are based on management's  current  expectations and
assumptions, which are inherently subject to uncertainties, risks and changes in
circumstances  that are  difficult to predict.  Actual  outcomes and results may
differ  materially  from these  expectations  and  assumptions due to changes in
global political, economic, business, competitive,  market, regulatory and other
factors.   We  undertake  no  obligation  to  publicly   update  or  review  any
forward-looking  information,  whether  as a result of new  information,  future
developments or otherwise.















                                      S-1



                                   THE COMPANY

   GE is one of the largest and most diversified industrial  corporations in the
world. We have engaged in developing, manufacturing and marketing a wide variety
of  products  for  the  generation,  transmission,   distribution,  control  and
utilization of electricity  since our  incorporation in 1892. Over the years, we
have  developed or acquired new  technologies  and services that have  broadened
considerably the scope of our activities.

   Our  products  include  major  appliances;   lighting  products;   industrial
automation products;  medical diagnostic imaging equipment;  motors;  electrical
distribution and control equipment;  locomotives;  power generation and delivery
products;  nuclear power support  services and fuel  assemblies;  commercial and
military  aircraft jet  engines;  chemicals  for  treatment of water and process
systems; and engineered materials, such as plastics,  silicones and, through the
fourth quarter of 2003, superabrasive industrial diamonds.

   Our services  include  product  services;  electrical  product supply houses;
electrical apparatus installation,  engineering, repair and rebuilding services;
and, through the third quarter of 2002, computer related  information  services.
Through our  affiliate,  the National  Broadcasting  Company,  Inc.,  we deliver
network television  services,  operate television  stations,  and provide cable,
Internet and multimedia programming and distribution  services.  Through another
affiliate,  General Electric Capital Services,  Inc. ("GECS"),  we offer a broad
array of financial and other services, including consumer financing,  commercial
and industrial financing,  real estate financing,  asset management and leasing,
mortgage  services,  consumer  savings and  insurance  services,  and  specialty
insurance and reinsurance.

   In virtually all of our global business  activities,  we encounter aggressive
and  able   competition.   In  many  instances,   the  competitive   climate  is
characterized  by changing  technology  that  requires  continuing  research and
development,  as well as customer  commitments.  With  respect to  manufacturing
operations, we believe that, in general, we are one of the leading firms in most
of the major industries in which we participate.  The NBC Television  Network is
one of  four  major  U.S.  commercial  broadcast  television  networks.  It also
competes  with  syndicated  broadcast  television   programming  and  cable  and
satellite  television  programming  activities.  The  businesses  in which  GECS
engages are subject to competition from various types of financial institutions,
including commercial banks, thrifts,  investment banks,  broker-dealers,  credit
unions,  leasing  companies,   consumer  loan  companies,   independent  finance
companies,  finance companies  associated with manufacturers,  and insurance and
reinsurance companies.

                                 USE OF PROCEEDS

   In 2003,  GE entered  into a  definitive  agreement  to combine the  National
Broadcasting  Company,  Inc. and Vivendi  Universal  Entertainment  LLP. The net
proceeds  from  this  offering,   after  deducting  underwriting  discounts  and
commissions  and expenses of this  offering,  will be used to fund, in part, the
consideration for the proposed combination. This proposed combination is subject
to customary approvals from various regulatory agencies and other conditions and
is expected to be  completed  in the first half of 2004.  In the event that this
combination is not completed, we will use the net proceeds from the offering for
general corporate purposes.  General corporate purposes may include repayment of
debt,  acquisitions,  capital  expenditures and investments in our subsidiaries.
Net proceeds may be temporarily invested prior to use.





                                      S-2




                     COMMON STOCK PRICE RANGE AND DIVIDENDS

   GE common  stock is  listed on the New York  Stock  Exchange  (its  principal
market) and on the Boston Stock Exchange.  GE common stock also is listed on The
Stock Exchange,  London and on Euronext Paris.  Trading,  as reported on the New
York Stock  Exchange,  Composite  Transactions  Tape,  and dividend  information
follows:


                                                            PRICE RANGE
                                                  --------------------------------
                                                                                      CASH DIVIDEND
                                                     HIGH                 LOW           PER SHARE
                                                  ----------          ------------    --------------
                                                                                 
2004
   First Quarter (through March 8, 2004) ......     $34.57               $30.92           $0.20
2003
   Fourth Quarter .............................     $31.30               $27.37           $0.20
   Third Quarter ..............................      32.42                26.90            0.19
   Second Quarter .............................      31.66                25.50            0.19
   First Quarter ..............................      28.00                21.30            0.19
2002
   Fourth Quarter .............................     $27.98               $21.40           $0.19
   Third Quarter ..............................      32.98                23.02            0.18
   Second Quarter .............................      37.80                27.42            0.18
   First Quarter ..............................      41.84                34.49            0.18


   On February  13,  2004,  the Board of  Directors  of GE  authorized a regular
quarterly  dividend  of $0.20  per  outstanding  share of GE common  stock.  The
dividend is payable on April 26, 2004 to  shareowners  of record as of the close
of business on March 1, 2004.

   The  reported  last sale  price for our  common  stock on the New York  Stock
Exchange on March 8, 2004 was $31.83 per share. At February 13, 2004, there were
10,078,668,998  shares of common stock  outstanding.  At December 31, 2003,  our
common  stock  outstanding  was held by about  670,000  shareowner  accounts  of
record.












                                      S-3




                                 CAPITALIZATION

   The  following  table sets forth as of December  31,  2003 on a  consolidated
basis:

   o  our actual capitalization; and

   o  our  capitalization  as adjusted to give effect to the consummation of the
      sale of the common stock in this  offering for  aggregate  net proceeds of
      $3,761 million,  and the temporary  investment of the net proceeds pending
      use for the  combination of the National  Broadcasting  Company,  Inc. and
      Vivendi Universal Entertainment LLP, as described in "Use of Proceeds".

   The  following is qualified in its entirety by our financial  statements  and
other  information  contained  elsewhere in this  prospectus  supplement and the
accompanying prospectus, or incorporated by reference.


                                                                        AS OF DECEMBER 31, 2003
                                                                        ----------------------
                                                                                   AS ADJUSTED
                                                                                    TO REFLECT
                                                                         ACTUAL    THIS OFFERING
                                                                        --------   -------------
                                                                           (IN MILLIONS)
                                                                                
Cash and equivalents and investment securities ......................   $133,388      $137,149
Cash and investment securities in consolidated,
   liquidating securitization entities ..............................      2,250         2,250
                                                                        --------      --------
      Total cash and equivalents and investment securities ..........   $135,638      $139,399
                                                                        ========      ========

Borrowings:
   Short-term borrowings ............................................   $134,917      $134,917
   Long-term borrowings .............................................    170,004       170,004
                                                                        --------      --------
      Total borrowings ..............................................    304,921       304,921

Short-term borrowings and long-term notes payable in consolidated,
   liquidating securitization entities ..............................     24,790        24,790

Shareowners' equity:
   Common stock .....................................................        669           669
   Accumulated gains/(losses)--net
      Investment securities .........................................      1,620         1,620
      Currency translation adjustments ..............................      2,987         2,987
      Derivatives qualifying as hedges ..............................     (1,792)       (1,792)
   Other capital ....................................................     17,497        18,544
   Retained earnings ................................................     82,796        82,796
   Less common stock held in treasury ...............................    (24,597)      (21,883)
                                                                        --------      --------
      Total shareowners' equity .....................................     79,180        82,941
                                                                        --------      --------

Total capitalization ................................................   $408,891      $412,652
                                                                        ========      ========




                                      S-4




                         SELECTED FINANCIAL INFORMATION

   The selected  income  statement  information for each of the years during the
five-year  period  ended  December  31,  2003  and the  selected  balance  sheet
information at each of December 31, 2003,  December 31, 2002, December 31, 2001,
December 31, 2000 and December 31, 1999 in the table below were derived from our
audited  consolidated  financial  statements  which  were  audited  by KPMG LLP,
independent  public  accountants.  Transactions  between  GE and GECS  have been
eliminated  from the  consolidated  information.  This  table  should be read in
conjunction  with our  consolidated  financial  statements and the related notes
that are incorporated by reference.



                                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------------------------------------
                                                            2003       2002         2001        2000         1999
                                                              (IN MILLIONS, EXCEPT FOR PERCENTAGES AND SHARE DATA)
                                                                                           
Revenues ..............................................  $ 134,187   $ 132,210   $ 126,416    $ 130,385   $ 112,150
Earnings before accounting changes ....................     15,589      15,133      14,128       12,735      10,717
Cumulative effect of accounting changes ...............       (587)     (1,015)       (444)          --          --
Net earnings ..........................................     15,002      14,118      13,684       12,735      10,717
Dividends declared ....................................      7,759       7,266       6,555        5,647       4,786
Return on average shareowners' equity excluding
   the effect of accounting changes ...................       22.1%       25.8%       27.1%        27.5%       26.8%
Per share

   Earnings before accounting changes--diluted ........      $1.55       $1.51       $1.41        $1.27       $1.07
   Cumulative effect of accounting changes--diluted ...      (0.06)      (0.10)      (0.04)          --          --
   Earnings--diluted ..................................       1.49        1.41        1.37         1.27        1.07
   Earnings before accounting changes--basic ..........       1.56        1.52        1.42         1.29        1.09
   Cumulative effect of accounting changes--basic .....       0.06)      (0.10)      (0.04)          --          --
   Earnings--basic ....................................       1.50        1.42        1.38         1.29        1.09
   Dividends declared .................................       0.77        0.73        0.66         0.57    0.48 2/3
Total assets ..........................................    647,483     575,244     495,023      437,006     405,200
Long-term borrowings ..................................    170,004     140,632      79,806       82,132      71,427
Shares outstanding--average (in thousands) ............ 10,018,587   9,947,113   9,932,245    9,897,110   9,833,478
Shareowner accounts--average ..........................    670,000     655,000     625,000      597,000     549,000








                                       S-5



                    MATERIAL UNITED STATES FEDERAL INCOME AND
             ESTATE TAX CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

   The following is a general discussion of the material U.S. federal income and
estate tax  consequences of the ownership and disposition of our common stock by
a non-U.S. holder that acquires our common stock pursuant to this offering. This
discussion  is  limited  to  non-U.S.  holders  who hold our  common  stock as a
"capital asset" within the meaning of Section 1221 of the Internal  Revenue Code
of 1986, as amended (the "Code"). As used in this discussion, the term "non-U.S.
holder"  means a  beneficial  owner of our common  stock  that is not,  for U.S.
federal income tax purposes:

   o  an individual who is a citizen or resident of the United States;

   o  a  corporation  or   partnership   (including  any  entity  treated  as  a
      corporation or partnership for U.S.  federal income tax purposes)  created
      or organized in or under the laws of the United States or any state of the
      United  States or the  District  of  Columbia,  other  than a  partnership
      treated as foreign under U.S. Treasury regulations;

   o  an estate  the  income of which is  includible  in gross  income  for U.S.
      federal income tax purposes regardless of its source; or

   o  a trust (1) if a U.S. court is able to exercise  primary  supervision over
      the  administration  of the  trust  and  one or  more  U.S.  persons  have
      authority to control all  substantial  decisions of the trust, or (2) that
      has a valid election in effect under applicable U.S. Treasury  regulations
      to be treated as a U.S. person.

This discussion does not consider:

   o  U.S. federal gift tax consequences, or U.S. state or local or non-U.S. tax
      consequences;

   o  specific  facts and  circumstances  that may be relevant  to a  particular
      non-U.S.  holder's tax position,  including,  if the non-U.S.  holder is a
      partnership that the U.S. tax consequences of holding and disposing of our
      common stock may be affected by certain determinations made at the partner
      level;

   o  the tax consequences for the shareholders, partners, or beneficiaries of a
      non-U.S. holder;

   o  special tax rules that may apply to particular non-U.S.  holders,  such as
      financial  institutions,  insurance companies,  tax-exempt  organizations,
      hybrid entities,  certain former citizens or former long-term residents of
      the United States, broker-dealers, and traders in securities; or

   o  special  tax rules  that may apply to a  non-U.S.  holder  that  holds our
      common stock as part of a "straddle," "hedge,"  "conversion  transaction,"
      "synthetic security," or other integrated investment.

   The following discussion is based on provisions of the Code,  applicable U.S.
Treasury  regulations  promulgated  thereunder and  administrative  and judicial
interpretations, all as in effect on the date of this prospectus supplement, and
all of which are subject to change, possibly on a retroactive basis. PROSPECTIVE
INVESTORS  ARE  URGED TO  CONSULT  THEIR  OWN TAX  ADVISORS  REGARDING  THE U.S.
FEDERAL,  STATE,  LOCAL, AND NON-U.S.  INCOME AND OTHER TAX CONSIDERATIONS  WITH
RESPECT TO ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK.

DIVIDENDS

   If we pay  dividends on our common  stock,  those  payments  will  constitute
dividends  for U.S.  federal  income tax  purposes  to the extent  paid from our
current or accumulated  earnings and profits,  as determined  under U.S. federal
income tax  principles.  To the extent  those  dividends  exceed our current and
accumulated  earnings and profits,  the  dividends  will  constitute a return of
capital and first reduce the non-U.S.  holder's  basis,  but not below zero, and
then will be treated as gain from the sale of stock.

   We will have to withhold U.S. federal income tax at a rate of 30%, or a lower
rate  under an  applicable  income  tax  treaty,  from the  gross  amount of the
dividends paid to a non-U.S.  holder. Non-U.S.  holders should consult their tax
advisors  regarding  their  entitlement to benefits under a relevant  income tax
treaty.



                                      S-6



   Under applicable U.S. Treasury  regulations,  for purposes of determining the
applicability of a tax treaty rate:

   o  a  non-U.S.  holder who claims  the  benefit of an  applicable  income tax
      treaty rate  generally will be required to satisfy  certain  certification
      and other requirements;

   o  in  the  case  of  common  stock  held  by  a  foreign  partnership,   the
      certification  requirements  will  generally be applied to the partners of
      the partnership  and the  partnership  will be required to provide certain
      information; and

   o  in the case of common  stock held by a foreign  trust,  the  certification
      requirements  will  generally  be applied  to the trust or the  beneficial
      owners of the trust  depending on whether the trust is a "foreign  complex
      trust",  "foreign  simple trust" or "foreign  grantor trust" as defined in
      the applicable U.S. Treasury regulations.

   A non-U.S.  holder that is a foreign  partnership or a foreign trust is urged
to consult its own tax advisor  regarding  its status under these U.S.  Treasury
regulations and the certification requirements applicable to it.

   A non-U.S.  holder that is eligible for a reduced rate of withholding of U.S.
federal  income  tax under an income tax treaty may obtain a refund or credit of
any excess amounts  withheld by filing a timely claim for a refund together with
the required information with the Internal Revenue Service ("IRS").

   Dividends that are effectively connected with a non-U.S.  holder's conduct of
a trade or  business in the United  States or, if an income tax treaty  applies,
attributable to a permanent  establishment in the United States,  are taxed on a
net income basis at the regular  graduated U.S.  federal income tax rates in the
same manner as if the non-U.S.  holder were a resident of the United States.  In
such cases, we will not have to withhold U.S. federal income tax if the non-U.S.
holder complies with applicable  certification and disclosure  requirements.  In
addition,  a "branch  profits tax" may be imposed at a 30% rate, or a lower rate
under an  applicable  income tax  treaty,  on  dividends  received  by a foreign
corporation  that  are  effectively  connected  with the  conduct  of a trade or
business in the United States.

GAIN ON DISPOSITION OF COMMON STOCK

   A non-U.S. holder generally will not be subject to U.S. federal income tax or
any  withholding  thereof  with  respect  to gain  realized  on a sale or  other
disposition of our common stock unless one of the following applies:

   o  the gain is effectively connected with the non-U.S.  holder's conduct of a
      trade or business in the United States or, alternatively, if an income tax
      treaty applies, is attributable to a permanent establishment maintained by
      the non-U.S.  holder in the United  States;  in these cases,  the non-U.S.
      holder  will  generally  be  taxed  on  its  net  gain  derived  from  the
      disposition at the regular graduated rates and in the manner applicable to
      U.S.  persons and, if the non-U.S.  holder is a foreign  corporation,  the
      "branch profits tax" described above may also apply;

   o  the non-U.S.  holder is an individual  who is present in the United States
      for 183 days or more in the  taxable  year of the  disposition  and  meets
      certain  other  requirements;  in this case,  the non-U.S.  holder will be
      subject to a 30% tax on the gain derived from the disposition; or

   o  our common stock  constitutes a United  States real  property  interest by
      reason  of  our  status  as  a  "United   States  real  property   holding
      corporation,"  or a "USRPHC," for U.S.  federal income tax purposes at any
      time  during  the  shorter  of the  5-year  period  ending on the date you
      dispose of our common  stock or the period you held our common  stock.  We
      believe that we are not currently  and will not become a USRPHC.  However,
      because the  determination  of whether we are a USRPHC depends on the fair
      market value of our United States real property  interests relative to the
      fair market value of our other business assets,  there can be no assurance
      that we will not  become a USRPHC  in the  future.  As long as our  common
      stock is "regularly traded on an established securities market" within the
      meaning of Section 897(c)(3) of the Code, however,  such common stock will
      be treated as United  States  real  property  interests  only if you owned
      directly or indirectly more than 5 percent of such regularly traded common
      stock  during  the  shorter of the  5-year  period  ending on the date you
      dispose of our common stock or the period you held our common stock and we
      were a USRPHC during such period. If we are or were to become a USRPHC and
      a non-U.S.  holder owned directly or indirectly more than 5 percent of our
      common stock during the period  described above or our common stock is not
      "regularly  traded on an established  securities  market," then a non-U.S.
      holder would  generally be subject to U.S.  federal  income tax on its net
      gain derived from the disposition of our common stock at regular graduated
      rates.


                                      S-7


FEDERAL ESTATE TAX

   Common  stock  owned or treated as owned by an  individual  who is a non-U.S.
holder at the time of death will be included in the  individual's  gross  estate
for U.S. federal estate tax purposes,  unless an applicable  estate tax or other
treaty provides otherwise and, therefore,  may be subject to U.S. federal estate
tax.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

   We must report annually to the IRS and to each non-U.S.  holder the amount of
dividends paid to that holder and the tax withheld from those  dividends.  These
reporting  requirements  apply regardless of whether  withholding was reduced or
eliminated by an applicable income tax treaty. Copies of the information returns
reporting  those  dividends and withholding may also be made available under the
provisions  of  an  applicable  income  tax  treaty  or  agreement  to  the  tax
authorities in the country in which the non-U.S. holder is a resident.

   Under  some   circumstances,   U.S.  Treasury   regulations   require  backup
withholding  and  additional  information  reporting on  reportable  payments on
common stock. The gross amount of dividends paid to a non-U.S. holder that fails
to certify  its  non-U.S.  holder  status in  accordance  with  applicable  U.S.
Treasury  regulations  generally  will be reduced by backup  withholding  at the
applicable rate (currently  28%),  unless the 30% rate of withholding  described
above applies.

   The payment of the proceeds of the sale or other  disposition of common stock
by a non-U.S.  holder to or  through  the U.S.  office of any  broker,  U.S.  or
non-U.S.,  generally  will  be  reported  to  the  IRS  and  reduced  by  backup
withholding,  unless  the  non-U.S.  holder  either  certifies  its  status as a
non-U.S.   holder  under  penalties  of  perjury  or  otherwise  establishes  an
exemption. The payment of the proceeds from the disposition of common stock by a
non-U.S. holder to or through a non-U.S. office of a non-U.S. broker will not be
reduced by backup withholding or reported to the IRS, unless the non-U.S. broker
has certain  enumerated  connections  with the United  States.  In general,  the
payment  of  proceeds  from the  disposition  of  common  stock by or  through a
non-U.S.  office of a broker  that is a U.S.  person or has  certain  enumerated
connections  with  the  United  States  will be  reported  to the IRS and may be
reduced by backup  withholding  unless the broker  receives a statement from the
non-U.S.  holder that certifies its status as a non-U.S.  holder under penalties
of perjury or the broker has  documentary  evidence in its files that the holder
is a non-U.S. holder.

   Backup  withholding is not an additional tax. Any amounts  withheld under the
backup withholding rules from a payment to a non-U.S.  holder can be refunded or
credited  against the non-U.S.  holder's U.S.  federal income tax liability,  if
any, provided that the required  information is furnished to the IRS in a timely
manner. These backup withholding and information reporting rules are complex and
non-U.S.  holders  are urged to consult  their own tax  advisors  regarding  the
application of these rules to them.

   THE FOREGOING DISCUSSION OF U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
IS NOT TAX ADVICE AND IS NOT BASED ON AN OPINION OF COUNSEL.  ACCORDINGLY,  EACH
PROSPECTIVE NON-U.S. HOLDER OF OUR COMMON STOCK SHOULD CONSULT THAT HOLDER'S OWN
TAX  ADVISOR  WITH  RESPECT  TO THE  FEDERAL,  STATE,  LOCAL  AND  NON-U.S.  TAX
CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.






                                      S-8



                                  UNDERWRITING

   We and the  underwriters  named  below  have  entered  into  an  underwriting
agreement  with  respect  to  the  shares  being  offered.  Subject  to  certain
conditions,  each  underwriter  has  severally  agreed to purchase the number of
shares indicated in the following table.

                                                                      NUMBER OF
UNDERWRITERS                                                           SHARES
------------                                                         -----------
Morgan Stanley & Co. Incorporated .................................  25,023,097
Citigroup Global Markets Inc. .....................................  25,023,096
Goldman, Sachs & Co. ..............................................  25,023,096
J.P. Morgan Securities Inc. .......................................  25,023,096
Banc of America Securities LLC ....................................   2,029,545
BNP Paribas Securities Corp. ......................................   2,029,545
Credit Suisse First Boston LLC ....................................   2,029,545
Deutsche Bank Securities Inc. .....................................   2,029,545
HSBC Securities (USA) Inc. ........................................   2,029,545
Lehman Brothers Inc. ..............................................   2,029,545
Merrill Lynch, Pierce, Fenner & Smith
           Incorporated .........................................     2,029,545
UBS Securities LLC ..............................................     2,029,545
BancaIMI S.p.A ..................................................       611,251
Blaylock &Partners, L.P. ........................................       611,251
Loop Capital Markets, LLC .......................................       611,251
Utendahl Capital Partners, L.P. .................................       611,251
The Williams Capital Group, L.P. ................................       611,251
                                                                    -----------
   Total ........................................................   119,385,000
                                                                    ===========

   Morgan Stanley & Co. Incorporated,  Citigroup  Global Markets Inc.,  Goldman,
Sachs & Co. and J.P.  Morgan  Securities  Inc. are acting as joint  book-running
managers for this offering and as representatives of the underwriters.

   The  underwriters  are  committed to take and pay for all of the shares being
offered, if any are taken.

   Shares sold by the  underwriters  to the public will  initially be offered at
the  initial  price  to  public  set  forth  on the  cover  of  this  prospectus
supplement.  Any shares sold by the  underwriters  to securities  dealers may be
sold at a discount of up to $0.1550 per share from the initial price to public.

   Subject to some  exceptions,  we have  agreed  with the  underwriters,  for a
period of 90 days from the date of this prospectus supplement, and our directors
and senior executive  officers have agreed,  for a period of 30 days, not to (i)
offer,  pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell,  grant any option,  right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly,  any
shares of common stock or any  securities  convertible  into or  exercisable  or
exchangeable  for common stock or (ii) enter into any swap or other  arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of common stock,  whether any such transaction  described in clause
(i) or (ii)  above is to be settled by  delivery  of common  stock or such other
securities,  in cash or  otherwise,  other than the common  stock being  offered
pursuant to this  prospectus  supplement,  without the prior written  consent of
Morgan Stanley & Co. Incorporated, as representative of the underwriters.  Among
the  exceptions  referred to above are the issuance of  securities in connection
with the  acquisition of Amersham plc and other  acquisitions up to an aggregate
dollar limit.

   In  connection  with the  offering,  the  underwriters  may purchase and sell
shares of common stock in the open market.  These transactions may include short
sales,  stabilizing  transactions  and purchases to cover  positions  created by
short  sales.  Short  sales  involve the sale by the  underwriters  of a greater
number of shares than they are required to


                                      S-9


purchase in the offering.  The underwriters must close out any short position by
purchasing  shares in the open  market.  A short  position  is more likely to be
created if the underwriters are concerned that there may be downward pressure on
the price of the  common  stock in the open  market  after  pricing  that  could
adversely   affect   investors  who  purchase  in  the   offering.   Stabilizing
transactions  consist of various  bids for or  purchases of common stock made by
the underwriters in the open market prior to the completion of the offering.

   The underwriters may also impose a penalty bid. This occurs when a particular
underwriter  repays to the underwriters a portion of the  underwriting  discount
received by it because the  representatives  have repurchased  shares sold by or
for  the  account  of  such   underwriter   in  stabilizing  or  short  covering
transactions.

   Purchases to cover a short position and stabilizing transactions may have the
effect of preventing or retarding a decline in the market price of common stock,
and together with the imposition of the penalty bid, may stabilize,  maintain or
otherwise affect the market price of the common stock. As a result, the price of
the common stock may be higher than the price that otherwise  might exist in the
open market. If these activities are commenced,  they may be discontinued at any
time. These transactions may be effected on the New York Stock Exchange,  in the
over-the-counter market or otherwise.

   Each  underwriter  has  represented,  warranted  and  agreed:  (i) it has not
offered  or sold and,  prior to the  expiry of a period of six  months  from the
initial issuance of the shares,  will not offer or sell any shares of the common
stock to  persons  in the  United  Kingdom  except  to  persons  whose  ordinary
activities  involve  them  in  acquiring,  holding,  managing  or  disposing  of
investments  (as  principal  or agent) for the purposes of their  businesses  or
otherwise  in  circumstances  which have not  resulted and will not result in an
offer to the  public in the  United  Kingdom  within  the  meaning of the Public
Offers of Securities  Regulations  1995; (ii) it has only communicated or caused
to be communicated  and will only  communicate or cause to be  communicated  any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial  Services and Markets Act 2000 ("FSMA")) received by
it in connection with the issue or sale of any shares in  circumstances in which
section  21(1)  of the FSMA  does not  apply  to the  Issuer;  and  (iii) it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the shares in, from or otherwise involving
the United Kingdom.

   Neither  this  prospectus  supplement  nor  the  accompanying  prospectus  is
distributed in the context of a public offering in the Republic of France within
the meaning of Regulation  n(degree)98-08  of the  COMMISSION  DES OPERATIONS DE
BOURSE (the  "COB"),  and thus  neither has been  submitted to the COB for prior
approval and clearance  procedure.  Neither this  prospectus  supplement nor the
accompanying  prospectus is to be further distributed or reproduced (in whole or
in part) by the recipients,  and neither has been distributed on the undertaking
that  recipients  would  invest  for  their own  account  and  undertake  not to
transfer,  directly or indirectly,  any shares of the common stock to the public
in the Republic of France,  other than in compliance  with  applicable  laws and
regulations.

   Each of the  underwriters  and GE has  acknowledged  that the  shares  of the
common stock are being  offered  outside of the Republic of France.  Each of the
underwriters  and GE represents  and agrees that it has not offered or sold, and
will not offer or sell,  directly or indirectly,  any shares of the common stock
to the public in the Republic of France, and has not distributed or caused to be
distributed,  and will not distribute or cause to be distributed,  to the public
in  the  Republic  of  France,  this  prospectus  supplement,  the  accompanying
prospectus or any other offering  materials relating to the shares of the common
stock, and that such offers, sales and distributions have been and shall only be
made in the  Republic  of  France  to (i)  qualified  investors  ("INVESTISSEURS
QUALIFIES")  and/or (ii) a  restricted  circle of investors  ("CERCLE  RESTREINT
D'INVESTISSEURS"),  all as defined in and in accordance  with Article L.411-2 of
the CODE MONETAIRE ET FINANCIER and Decree n(degree)98-880 dated 1 October 1998.

   The shares may not be offered,  transferred or sold in the Netherlands to any
person other than to natural or legal  persons who trade or invest in securities
in the conduct of their  profession  or trade within the meaning of section 2 of
the  Exemption   Regulation  pursuant  to  The  Netherlands   Securities  Market
Supervision Act 1995  (VRIJSTELLINGSREGELING WET TOEZICHT EFFECTENVERKEER 1995),
which includes banks, securities intermediaries (including dealers and brokers),
insurance  companies,   investment  undertakings,   central  governments,  large
international and supernational institutions,


                                      S-10


pension funds, other institutional  investors and commercial  enterprises which,
as an ancillary  activity,  regularly  invest in  securities in the conduct of a
business or a profession.

   The common stock has not been and will not be registered under the Securities
and Exchange Law of Japan.  Each  underwriter has represented and agreed that it
has not offered or sold, and it will not offer or sell,  directly or indirectly,
any shares of the common stock in Japan or to, or for the account or benefit of,
any resident of Japan or to, or for the account or benefit,  of any resident for
reoffering or resale, directly or indirectly, in Japan or to, or for the account
or benefit of, any resident of Japan  except (i)  pursuant to an exemption  from
the  registration   requirements  of,  or  otherwise  in  compliance  with,  the
Securities  and  Exchange  Law of Japan  and (ii) in  compliance  with the other
relevant laws and regulations of Japan.

   The  shares  of  common  stock  may not be  offered  or sold by  means of any
document other than to persons whose ordinary  business is to buy or sell shares
or debentures,  whether as principal or agent, or in circumstances  which do not
constitute an offer to the public within the meaning of the Companies  Ordinance
(Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to
the  shares of common  stock may be issued,  whether in Hong Kong or  elsewhere,
which is directed at, or the contents of which are likely to be accessed or read
by, the public in Hong Kong (except if  permitted to do so under the  securities
laws of Hong Kong) other than with  respect to shares of common  stock which are
or are  intended to be disposed of only to persons  outside Hong Kong or only to
"professional  investors"  within the  meaning  of the  Securities  and  Futures
Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

   Neither this prospectus  supplement nor the accompanying  prospectus has been
registered   as  a  prospectus   with  the  Monetary   Authority  of  Singapore.
Accordingly,  this prospectus supplement and the accompanying prospectus and any
other  document or material in connection  with the offer or sale, or invitation
or  subscription  or  purchase,  of the common  stock may not be  circulated  or
distributed, nor may the common stock be offered or sold, or be made the subject
of an invitation for  subscription or purchase,  whether directly or indirectly,
to the  public  or any  member  of the  public  in  Singapore  other  than to an
institutional  investor  or  other  person  specified  in  Section  274  of  the
Securities  and Futures  Act,  chapter 289 of  Singapore  (the  "Securities  and
Futures  Act"),  to  a  sophisticated  investor,  and  in  accordance  with  the
conditions  specified  in  Section  275 of the  Securities  and  Futures  Act or
otherwise  pursuant  to, and in  accordance  with the  conditions  of, any other
applicable provision of the Securities and Futures Act.

   We  have  agreed  to  indemnify  the  several  underwriters  against  certain
liabilities, including liabilities under the Securities Act of 1933.

   We estimate that our share of the total  expenses of the offering,  excluding
underwriting discounts and commissions, will be approximately $650,000.

   Certain  of the  underwriters  and their  affiliates  have in the  past,  are
currently and may in the future engage in transactions  with or perform services
for us and our  affiliates  in the ordinary  course of business,  for which they
have received and will receive customary fees and commissions.

                          VALIDITY OF THE COMMON STOCK

   The validity of the common stock will be passed upon for us by Thomas J. Kim,
Esq.,  Corporate and Securities  Counsel of GE, and Dewey  Ballantine  LLP, 1301
Avenue of the Americas,  New York,  New York 10019.  Dewey  Ballantine  LLP will
issue an opinion regarding the "Material United States Federal Income and Estate
Tax  Considerations  for Non-United  States Holders"  section of this prospectus
supplement.  The  underwriters  will be advised about the validity of the common
stock and other legal matters by Davis Polk & Wardwell,  450  Lexington  Avenue,
New York,  New York  10017.  Thomas J. Kim  beneficially  owns or has  rights to
acquire an aggregate  of less than 0.01% of common  stock of GE. This  statement
supersedes the "Legal Matters" section in the accompanying prospectus.


                                      S-11


                                     EXPERTS

   KPMG LLP, independent certified public accountants, audited GE's consolidated
financial statements as of December 31, 2003 and 2002, and for each of the years
in the  three-year  period ended  December 31, 2003.  GE's Annual Report on Form
10-K filed March 1, 2004 includes these  financial  statements and the auditor's
report.  The audit report covering the December 31, 2003 consolidated  financial
statements  refers to changes in the methods of accounting for variable interest
entities and for asset retirement obligations in 2003, changes in the methods of
accounting  for  goodwill  and  other  intangible  assets  and  for  stock-based
compensation  in 2002,  and changes in the methods of accounting  for derivative
instruments  and  hedging   activities  and  impairment  of  certain  beneficial
interests in  securitized  assets in 2001.  This  prospectus  supplement and the
accompanying  prospectus  incorporate  the  financial  statements  and report by
reference,  relying  on KPMG  LLP's  authority  as  experts  in  accounting  and
auditing.


















                                      S-12


PROSPECTUS

                                 $5,000,000,000

                            GENERAL ELECTRIC COMPANY

                                 DEBT SECURITIES

                         WARRANTS TO PURCHASE SECURITIES

                                   GUARANTEES

                                  COMMON STOCK

We may offer from time to time:

   o  senior or subordinated  unsecured debt securities,  o shares of our common
      stock, par value $.06 per share,

   o  warrants to purchase  any of the other  securities  that may be sold under
      this prospectus, and

   o  senior or subordinated unsecured guarantees.

   The  securities  will  have an  aggregate  initial  offering  price  of up to
$5,000,000,000  or an equivalent  amount in U.S.  dollars if any  securities are
denominated in a currency other than U.S. dollars. The securities may be offered
separately or together in any combination and as separate series.

   WE WILL  PROVIDE  SPECIFIC  TERMS  OF ANY  OFFERING  IN  SUPPLEMENTS  TO THIS
PROSPECTUS.  YOU  SHOULD  READ THIS  PROSPECTUS  AND ANY  PROSPECTUS  SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.

   OUR COMMON  STOCK IS LISTED ON THE NEW YORK STOCK  EXCHANGE  UNDER THE SYMBOL
"GE."

   THE  MAILING  ADDRESS  OF OUR  PRINCIPAL  EXECUTIVE  OFFICES  IS 3135  EASTON
TURNPIKE, FAIRFIELD, CONNECTICUT 06828. OUR TELEPHONE NUMBER IS 203-373-2211.

                     -------------------------------------

   THESE  SECURITIES  HAVE NOT BEEN  APPROVED  BY THE  SECURITIES  AND  EXCHANGE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION,  NOR HAVE THESE  ORGANIZATIONS
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANY  REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                     -------------------------------------

   We  will  sell  these  securities  directly,   through  agents,   dealers  or
underwriters  as designated from time to time, or through a combination of these
methods.  We reserve  the sole right to accept,  and  together  with our agents,
dealers and underwriters  reserve the right to reject,  in whole or in part, any
proposed  purchase  of  securities  to  be  made  directly  or  through  agents,
underwriters or dealers. If any agents,  dealers or underwriters are involved in
the sale of any securities,  the relevant  prospectus  supplement will set forth
any  applicable  commissions  or  discounts.  Our net proceeds  from the sale of
securities also will be set forth in the relevant prospectus supplement.

   This  prospectus  may not be used to consummate  sales of  securities  unless
accompanied by the applicable prospectus supplement.




December 9, 2003



                                TABLE OF CONTENTS

                                   PROSPECTUS

                                                                            PAGE

ABOUT THIS PROSPECTUS ....................................................     3
WHERE YOU CAN FIND MORE INFORMATION ......................................     3
THE COMPANY ..............................................................     4
RATIO OF EARNINGS TO FIXED CHARGES .......................................     4
USE OF PROCEEDS                                                                5
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL .......................     5
DESCRIPTION OF DEBT SECURITIES ...........................................     5
DESCRIPTION OF COMMON STOCK ..............................................    13
DESCRIPTION OF WARRANTS ..................................................    13
DESCRIPTION OF GUARANTEES ................................................    14
ERISA MATTERS ............................................................    15
PLAN OF DISTRIBUTION .....................................................    15
LEGAL MATTERS ............................................................    17
EXPERTS ..................................................................    17




                                       2



                              ABOUT THIS PROSPECTUS

   This  prospectus  is part of a "shelf"  registration  statement  that we have
filed with the Securities and Exchange  Commission (the "SEC"). By using a shelf
registration  statement,  we may  sell,  from  time  to  time,  in  one or  more
offerings,  any combination of the securities  described in this prospectus in a
U.S. dollar amount that does not exceed $5,000,000,000.  For further information
about our business  and the  securities,  you should  refer to the  registration
statement and its exhibits.  The exhibits to our registration  statement contain
the full  text of  certain  contracts  and  other  important  documents  we have
summarized  in this  prospectus.  Since these  summaries may not contain all the
information  that you may find  important  in deciding  whether to purchase  the
securities  we offer,  you should review the full text of these  documents.  The
registration  statement  can be  obtained  from the SEC as  indicated  under the
heading "Where You Can Find More Information."

   This  prospectus  only  provides  you  with  a  general  description  of  the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement  that contains  specific  information  about the terms of
those  securities.  The  prospectus  supplement  may also add,  update or change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus supplement together with the additional information described
below under the heading "Where You Can Find More Information."

   YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED
IN THIS  PROSPECTUS AND A PROSPECTUS  SUPPLEMENT.  WE HAVE  AUTHORIZED NO ONE TO
PROVIDE  YOU WITH  DIFFERENT  INFORMATION.  WE ARE NOT  MAKING AN OFFER OF THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED.  YOU SHOULD NOT
ASSUME THAT THE  INFORMATION  IN THIS  PROSPECTUS OR A PROSPECTUS  SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.

   REFERENCES IN THIS  PROSPECTUS TO GE, WE, US AND OUR ARE TO GENERAL  ELECTRIC
COMPANY.

                     -------------------------------------

                       WHERE YOU CAN FIND MORE INFORMATION

   We file annual,  quarterly and special  reports,  proxy  statements and other
information  with the SEC. Our SEC filings are  available to the public from the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference room in Washington, D.C. located at 450 Fifth
Street,  N.W.,  Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our common stock is listed and
traded on the New York Stock  Exchange  (the  "NYSE").  You may also inspect the
information we file with the SEC at the NYSE's  offices at 20 Broad Street,  New
York,  New York 10005.  Information  about us is also  available at our Internet
site at http://www.ge.com.  However, the information on our Internet site is not
a part of this prospectus supplement or the accompanying prospectus.

   The SEC  allows us to  "incorporate  by  reference"  in this  prospectus  the
information  in the  documents  that we file with it,  which  means  that we can
disclose important  information to you by referring you to those documents.  The
information  incorporated  by  reference  is  considered  to be a part  of  this
prospectus,  and  information  in documents that we file later with the SEC will
automatically  update and  supersede  information  contained in documents  filed
earlier  with  the  SEC or  contained  in this  prospectus.  We  incorporate  by
reference in this  prospectus the documents  listed below and any future filings
that we may make with the SEC under Sections 13(a),  13(c),  14, or 15(d) of the
Securities  Exchange Act of 1934 until we sell all of the securities that may be
offered by this prospectus; PROVIDED, HOWEVER, that we are not incorporating any
information  furnished  under either Item 9 or Item 12 of any Current  Report on
Form 8-K.

   o  Annual Report on Form 10-K for the year ended December 31, 2002;

   o  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June
      30, 2003 and September 30, 2003; and


                                       3


   o  Current Reports on Form 8-K filed January 29, 2003,  April 10, 2003, April
      11, 2003, October 10, 2003, October 29, 2003 and November 19, 2003.

You may  request  a copy of  these  documents  at no cost to you by  writing  or
telephoning us at the following address:

      General Electric Company
      3135 Easton Turnpike
      Fairfield, Connecticut 06828
      Attn: Investor Communications
      (203) 373-2211


                                   THE COMPANY

   GE is one of the largest and most diversified industrial  corporations in the
world. GE has engaged in developing,  manufacturing and marketing a wide variety
of  products  for  the  generation,  transmission,   distribution,  control  and
utilization of electricity  since its  incorporation in 1892. Over the years, GE
has  developed or acquired new  technologies  and services  that have  broadened
considerably the scope of its activities.

   GE's  products  include  major  appliances;   lighting  products;  industrial
automation products;  medical diagnostic imaging equipment;  motors;  electrical
distribution and control equipment;  locomotives;  power generation and delivery
products;  nuclear power support  services and fuel  assemblies;  commercial and
military aircraft jet engines; engineered materials, such as plastics, silicones
and superabrasive  industrial diamonds; and chemicals for treatment of water and
process systems.

   GE's services  include product  services;  electrical  product supply houses;
electrical apparatus installation,  engineering, repair and rebuilding services;
and, through the third quarter of 2002,  computer-related  information services.
Through its affiliate,  National Broadcasting Company, Inc., GE delivers network
television  services,  operates  television  stations,  and provides  broadcast,
cable, Internet and multimedia  programming and distribution  services.  Through
another affiliate, General Electric Capital Services, Inc. ("GECS"), GE offers a
broad array of  financial  and other  services,  including  consumer  financing,
commercial and industrial financing, real estate financing, asset management and
leasing,  mortgage  services,  consumer  savings  and  insurance  services,  and
specialty insurance and reinsurance.

                       RATIO OF EARNINGS TO FIXED CHARGES

   As  mentioned  in  Note 1 to our  consolidated  financial  statements  in our
Current  Report  on Form 8-K filed  April 10,  2003,  which is  incorporated  by
reference in this prospectus,  our consolidated  financial  statements represent
the adding  together of ourselves and all  affiliates--companies  we directly or
indirectly control.

   The following  table  contains our ratio of earnings to fixed charges for the
periods indicated.

                         GE AND CONSOLIDATED AFFILIATES



                                                        YEAR ENDED DECEMBER 31,
            NINE MONTHS ENDED        ----------------------------------------------------------------
            SEPTEMBER 30, 2003        2002          2001           2000           1999          1998
            ------------------       ------        ------         ------         ------        ------
                                                                                 
                   2.75x              2.75x         2.68x          2.48x          2.46x         2.31x


   In the above  calculations,  earnings  for all  periods  consist of  earnings
before  income  taxes,  minority  interest and  cumulative  effect of changes in
accounting principles of GE and its consolidated  affiliates.  Earnings are also
adjusted  to  add  amounts  charged  to  consolidated  expenses  of GE  and  its
consolidated  affiliates  during  the period for  interest  and other  financial
charges and an amount representative of the interest factor in rentals (for this
purpose,  the interest  factor is assumed to be  one-third  of rental  expense).
Fixed  charges  consist  of  all  interest  and  financial  charges,   including
capitalized interest,  and one-third of rental expense for companies included in
the consolidated group.


                                       4


                                 USE OF PROCEEDS

   Unless  otherwise  specified in a  prospectus  supplement  accompanying  this
prospectus,  the net  proceeds  from the sale of the  securities  to which  this
prospectus  relates  will  be  used  for  general  corporate  purposes.  General
corporate  purposes may include  repayment of debt,  acquisitions,  additions to
working capital,  capital expenditures and investments in our subsidiaries.  Net
proceeds may be temporarily invested prior to use.

               GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL

   We,  directly or through agents,  dealers or underwriters  that we designate,
may offer and sell, from time to time, up to  $5,000,000,000  (or the equivalent
in one or more foreign  currencies or currency units) aggregate initial offering
price of:

   o  our debt  securities,  in one or more  series,  which may be  senior  debt
      securities or  subordinated  debt  securities,  in each case consisting of
      notes or other unsecured evidences of indebtedness;

   o  shares of our common stock, par value $.06 per share;

   o  warrants to purchase  any of the other  securities  that may be sold under
      this prospectus;

   o  senior or subordinated unsecured guarantees; or

   o  any combination of these securities.

   The terms of any  securities we offer will be determined at the time of sale.
We may issue debt securities that are exchangeable  for and/or  convertible into
common  stock  or any of the  other  securities  that  may be  sold  under  this
prospectus.  When  particular  securities  are  offered,  a  supplement  to this
prospectus will be delivered with this prospectus, which will describe the terms
of the offering and sale of the offered securities.

                         DESCRIPTION OF DEBT SECURITIES

GENERAL

   The  description  below of the general terms of the debt  securities  will be
supplemented  by the more  specific  terms in a  prospectus  supplement.  If any
particular  terms of the debt  securities  described in a prospectus  supplement
differ  from any of the  terms  described  in this  prospectus,  then the  terms
described in the  applicable  prospectus  supplement  will  supercede  the terms
described in this prospectus.

   The debt securities offered by this prospectus will be unsecured  obligations
of GE and will be either  senior or  subordinated  debt.  We will issue the debt
securities under one of two separate  indentures  between us and The Bank of New
York (the  "Trustee").  Senior debt will be issued under a senior note indenture
and subordinated  debt will be issued under a subordinated  note indenture.  The
senior note indenture and the subordinated note indenture are sometimes referred
to in this prospectus  individually  as an "indenture"  and  collectively as the
"indentures."  The indentures  provide that our debt securities may be issued in
one or more series,  with different  terms, in each case as authorized from time
to time by us.  The  indentures  also give us the  ability  to reopen a previous
issue of a series of debt  securities and issue  additional  debt  securities of
such series or establish  additional  terms for such series of debt  securities.
None of the indentures  limits the amount of debt  securities or other unsecured
debt which we or our  subsidiaries may issue. As of the date of this prospectus,
we have  issued  two series of senior  debt  securities  under our  senior  note
indenture,  dated as of January 1, 2003, between us and The Bank of New York, as
trustee:  $5  billion  of our 5% Notes  due 2013 and $2.5  billion  of our LIBOR
Floating Rate Notes due 2005.

   Neither the senior debt securities nor the subordinated  debt securities will
be secured by any of our property or assets.  Thus,  by owning a debt  security,
you are one of our unsecured  creditors.  In addition,  a substantial portion of
our assets are owned through our  subsidiaries,  many of which have  significant
debt or other liabilities of their own which will be structurally  senior to the
debt securities. None of our subsidiaries will have any obligations with respect
to the debt securities. Therefore, GE's rights and the rights of GE's creditors,
including holders of debt securities, to


                                       5


participate  in  the  assets  of  any  subsidiary  upon  any  such  subsidiary's
liquidation  may be  subject  to the  prior  claims  of the  subsidiary's  other
creditors.

   In addition to the following  description of the debt securities,  you should
refer to the detailed provisions of each indenture, copies of which are filed as
exhibits  to the  registration  statement.  To  obtain a copy of the  applicable
indenture,  see "Where You Can Find More  Information" in this  prospectus.  The
following  summary and any  description of our debt  securities  contained in an
applicable prospectus supplement are qualified in their entirety by reference to
all of the provisions of the applicable indenture, including defined terms.

   A prospectus  supplement  will specify the applicable  following terms of any
issue of debt securities we may offer:

   o  the  designation  or  title,  the  aggregate   principal  amount  and  the
      authorized  denominations  if other than $1,000 and integral  multiples of
      $1,000;

   o  whether the debt securities will be senior or subordinated debt;

   o  the price(s) at which debt securities will be issued;

   o  whether  such debt  securities  will be issued  pursuant  to a medium term
      notes program;

   o  the percentage of their principal amount at which the debt securities will
      be issued and, if applicable, the method of determining the price;

   o  the date or dates on which the debt  securities  will mature and any right
      to extend such date or dates;

   o  the currency,  currencies or currency  units in which payments on the debt
      securities  will be payable  and the manner of  determining  the US dollar
      equivalent for purposes of determining  outstanding  debt  securities of a
      series;

   o  the rate or rates at which the debt securities will bear interest, if any,
      or the method of determination (including indices) of such rate or rates;

   o  the date or dates from which such  interest,  if any,  shall  accrue,  the
      dates on which such  interest,  if any,  will be payable and the method of
      determining holders to whom any of the interest shall be payable;

   o  any mandatory or optional sinking fund or analogous provisions;

   o  the prices,  if any,  at which,  the dates at or after which and the terms
      upon  which,  we  may  or  must  repay,  repurchase  or  redeem  the  debt
      securities;

   o  the  date or  dates,  if any,  after  which  the  debt  securities  may be
      converted or  exchanged  into or for shares of our common stock or another
      company's  securities  or  property  or  settled  for the  cash  value  of
      securities  issued  by us or a third  party  and the  terms  for any  such
      conversion or exchange or settlement;

   o  the exchanges, if any, on which the debt securities may be listed;

   o  any special  provisions for the payment of additional amounts with respect
      to the debt securities;

   o  whether the debt securities are to be issuable as registered securities or
      bearer  securities or both,  whether any of the debt  securities are to be
      issuable  initially in  temporary  global form and whether any of the debt
      securities are to be issuable in permanent global form;

   o  each office or agency where the  principal of and any premium and interest
      on the debt securities will be payable and each office or agency where the
      debt securities may be presented for registration of transfer or exchange,
      if other than the corporate trust office of the Trustee;

   o  any right to defer payments of interest by extending the interest  payment
      periods and the  duration  of such  extensions;

   o  the trustee under the indenture  pursuant to which the debt securities are
      to be issued;

   o  whether  the debt  securities  will be subject to  defeasance  or covenant
      defeasance; and

   o  any  other  terms  of  the  debt  securities  not  inconsistent  with  the
      provisions of the applicable indenture.

   The senior debt  securities  will be unsecured and will rank equally with all
other unsecured and  unsubordinated  indebtedness of GE. The  subordinated  debt
securities will be unsecured and will rank subordinated and junior in right


                                       6


of payment,  to the extent set forth in the subordinated note indenture,  to all
Senior Debt (as defined herein) of GE. See "Subordination" below.

   Some of the debt securities may be issued as discounted debt securities to be
sold  at a  substantial  discount  below  their  stated  principal  amount.  The
prospectus  supplement  will describe any Federal  income tax  consequences  and
other special considerations applicable to discounted debt securities.

PAYMENT AND TRANSFER

   Unless we state  otherwise  in a  prospectus  supplement,  we will issue debt
securities  only as  registered  securities,  which  means  that the name of the
holder  will be  entered  in a  register  which  will be kept by the  Trustee or
another agent of GE. Unless we state  otherwise in a prospectus  supplement,  we
will make  principal and interest  payments at the office of the paying agent or
agents we name in the prospectus  supplement,  if other than the corporate trust
office of the  Trustee,  or by mailing a check to you at the address we have for
you in the register.

   Unless we state  otherwise  in a prospectus  supplement,  you will be able to
transfer  registered  debt  securities  at the office of the  transfer  agent or
agents we name in the prospectus  supplement,  if other than the corporate trust
office of the Trustee.  You may also exchange  registered debt securities at the
office  of the  transfer  agent  for an  equal  aggregate  principal  amount  of
registered  debt  securities of the same series  having the same maturity  date,
interest  rate and  other  terms as long as the debt  securities  are  issued in
authorized denominations.

   Neither GE nor the Trustee will impose any service charge for any transfer or
exchange of a debt security,  however,  we may ask you to pay any taxes or other
governmental  charges  in  connection  with  a  transfer  or  exchange  of  debt
securities.

   If the debt securities are redeemable and we redeem less than all of the debt
securities of a particular series, we may block the transfer or exchange of debt
securities  during a  specified  period of time in order to  freeze  the list of
holders to prepare the mailing. The period begins 15 days before the day we mail
the notice of redemption and ends on the day of that mailing. We may also refuse
to register  transfers or exchanges of debt securities  selected for redemption.
However,  we will continue to permit  transfers and exchanges of the  unredeemed
portion of any debt security being partially redeemed.

GLOBAL NOTES, DELIVERY AND FORM

   Unless otherwise  specified in a prospectus  supplement,  the debt securities
will be  issued in the form of one or more  fully  registered  Global  Notes (as
defined  below) that will be  deposited  with,  or on behalf of, The  Depository
Trust Company,  New York, New York (the "Depository") and registered in the name
of the  Depository's  nominee.  Global Notes are not exchangeable for definitive
note  certificates  except in the specific  circumstances  described  below. For
purposes of this  Prospectus,  "Global Note" refers to the Global Note or Global
Notes representing an entire issue of debt securities.

   Except as set forth below, a Global Note may be transferred, in whole and not
in part,  only to another  nominee of the  Depository  or to a successor  of the
Depository or its nominee.

   The Depository has advised us as follows:

   o  The Depository is:

      o  a limited  purpose trust company  organized under the laws of the State
         of New York;

      o  a "banking  organization"  within the  meaning of the New York  banking
         law;

      o  a member of the Federal Reserve System;

      o  a "clearing  corporation"  within the  meaning of the New York  Uniform
         Commercial Code; and



                                       7


      o  a "clearing  agency"  registered  pursuant to the provisions of Section
         17A of the Securities Exchange Act of 1934.

      o  The Depository was created to hold securities of its  participants  and
         to facilitate the clearance and  settlement of securities  transactions
         among  its  participants  through  electronic  book  entry  changes  in
         accounts  of  its  participants,  eliminating  the  need  for  physical
         movements of securities certificates.

      o  The Depository  participants  include  securities  brokers and dealers,
         banks, trust companies,  clearing corporations and others, some of whom
         own the Depository.

      o  Access to the Depository  book-entry system is also available to others
         that  clear  through  or  maintain  a  custodial  relationship  with  a
         participant, either directly or indirectly.

      o  Where we issue a Global Note in connection  with the sale thereof to an
         underwriter or underwriters, the Depository will immediately credit the
         accounts of participants designated by such underwriter or underwriters
         with the  principal  amount of the debt  securities  purchased  by such
         underwriter or underwriters.

      o  Ownership of beneficial interests in a Global Note and the transfers of
         ownership  will be effected  only  through,  records  maintained by the
         Depository (with respect to  participants),  by the participants  (with
         respect to indirect  participants and certain beneficial owners) and by
         the  indirect  participants  (with  respect  to  all  other  beneficial
         owners).  The laws of some states  require that certain  purchasers  of
         securities take physical delivery in definitive form of securities they
         purchase.  These laws may limit your  ability  to  transfer  beneficial
         interests in a Global Note.

   So long as a nominee of the  Depository is the  registered  owner of a Global
Note,  such nominee for all purposes will be considered the sole owner or holder
of such debt securities under the indenture.  Except as provided below, you will
not be  entitled  to have debt  securities  registered  in your  name,  will not
receive or be  entitled  to receive  physical  delivery  of debt  securities  in
definitive  form,  and will not be considered  the owner or holder thereof under
the indenture.

   We will make  payment of  principal  of, and  interest  on,  debt  securities
represented by a Global Note to the  Depository or its nominee,  as the case may
be, as the  registered  owner and holder of the Global Note  representing  those
debt securities.  The Depository has advised us that upon receipt of any payment
of principal of, or interest on, a Global Note, the Depository will  immediately
credit accounts of participants with payments in amounts  proportionate to their
respective  beneficial interests in the principal amount of that Global Note, as
shown in the records of the  Depository.  Standing  instructions  and  customary
practices will govern payments by participants to owners of beneficial interests
in a Global  Note  held  through  those  participants,  as is now the case  with
securities  held for the accounts of customers in bearer form or  registered  in
"street  name".  Those  payments  will  be  the  sole  responsibility  of  those
participants, subject to any statutory or regulatory requirements that may be in
effect from time to time.

   Neither we, the Trustee nor any of our respective  agents will be responsible
for any aspect of the records of the Depository,  any nominee or any participant
relating to, or payments  made on account of,  beneficial  interests in a Global
Note or for  maintaining,  supervising  or  reviewing  any of the records of the
Depository,  any  nominee  or  any  participant  relating  to  those  beneficial
interests.

   As described  above,  we will issue debt  securities  in  definitive  form in
exchange for a Global Note only in the following situations:

   o  if the  Depository  is at any time  unwilling  or  unable to  continue  as
      depository or if at any time the Depository  ceases to be registered or in
      good  standing  under  the  Securities  Exchange  Act of  1934,  or  other
      applicable  statute  or  regulation,  and a  successor  depository  is not
      appointed by us within 90 days, or

   o  if we choose to issue definitive debt securities.

In either instance,  an owner of a beneficial  interest in a Global Note will be
entitled to have debt  securities  equal in principal  amount to such beneficial
interest  registered  in its name and will be entitled  to physical  delivery of
debt  securities in definitive  form. Debt securities in definitive form will be
issued in denominations of $1,000 and integral mul-


                                       8


tiples thereof and will be issued in registered form only,  without coupons.  We
will  maintain in the Borough of  Manhattan,  The City of New York,  one or more
offices or agencies  where debt  securities may be presented for payment and may
be transferred  or exchanged.  You will not be charged a fee for any transfer or
exchange of such debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

MODIFICATION OF THE INDENTURES

   In general,  our rights and  obligations  and the rights of the holders under
the  indentures  may be  modified  if the  holders  of at  least a  majority  in
aggregate  principal  amount of the  outstanding  debt  securities of all series
affected by the modification voting as one class consent to it. However, Section
9.02 of each indenture  provides that,  unless each affected  holder agrees,  we
cannot

   o  make adverse changes to any payment terms of a debt security such as:

      o  extending the maturity date or dates;

      o  extending  the date on which we have to pay  interest or make a sinking
         fund payment,  other than deferrals of the payments of interest  during
         any  extension  period  as  described  in  any  applicable   prospectus
         supplement;

      o  reducing the interest rate;

      o  reducing the amount of principal we have to repay;

      o  changing  the  currency  in  which  we  have  to make  any  payment  of
         principal, premium or interest;

      o  modifying any  redemption  or repurchase  right to the detriment of the
         holder; or

      o  impairing any right of a holder to bring suit for payment;

   o  reduce the percentage of the aggregate principal amount of debt securities
      needed to make any  amendment to the indenture or to waive any covenant or
      default;

      o  waive any past payment default; or

      o  make any change to Section 9.02.

   However,  if we and the Trustee  agree,  we can amend the  indenture  without
notifying  any  holders  or seeking  their  consent  if the  amendment  does not
materially and adversely affect any holder.

   In addition,  the subordinated  note indenture may not be amended without the
consent of each  holder of  subordinated  debt  securities  affected  thereby to
modify the  subordination of the subordinated  debt securities issued under that
indenture  in  a  manner  adverse  to  the  holders  of  the  subordinated  debt
securities.

CONSOLIDATION, MERGER AND SALE

   GE shall not consolidate  with or merge into any other  corporation or entity
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety,  unless (1) such other  corporation or entity  expressly  assumes,  by
supplemental indenture executed and delivered to the trustee, the payment of the
principal of and premium,  if any, and interest on all the debt  securities  and
the  performance  of every  covenant  of the  indenture  on the part of GE to be
performed or observed; (2) immediately after giving effect to such transactions,
no Event of Default,  and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing; and (3)
GE has delivered to the trustee an officers' certificate and opinion of counsel,
each stating that such transaction complies with the provisions of the indenture
governing  consolidation,  merger,  conveyance,  transfer  or lease and that all
conditions precedent thereto have been complied with.


                                       9


EVENTS OF DEFAULT

   Each indenture defines an Event of Default with respect to any series of debt
securities.  Unless otherwise provided in the applicable prospectus  supplement,
Events of Default are any of the following:

   o  default in any  payment  of  principal  or  premium,  if any,  on any debt
      security of such series when due;

   o  default  for 30 days in  payment  of any  interest,  if any,  on any  debt
      security  of such series  (subject to the  deferral of any due date in the
      case of an extension period);

   o  default in the  making or  satisfaction  of any  sinking  fund  payment or
      analogous obligation for 30 days on the debt securities of such series;

   o  default for 90 days after written notice, as provided in the indenture, to
      GE in performance of any other covenant in respect of the debt  securities
      of such series contained in such indenture;

   o  certain events of bankruptcy, insolvency or reorganization; or

   o  any other event of default  provided with respect to debt  securities of a
      series.

   An Event of Default under one series of debt  securities does not necessarily
constitute an Event of Default under any other series of debt  securities.  Each
indenture  provides  that the Trustee may withhold  notice to the holders of any
series of debt  securities  issued  thereunder  of any  default  if the  Trustee
considers  it in the  interest of such holders to do so provided the trustee may
not withhold notice of default in the payment of principal,  premium, if any, or
interest,  if any, on any of the debt securities of such series or in the making
of any sinking  fund  instalment  or analogous  obligation  with respect to such
series.

   If an Event of Default occurs and continues, the Trustee or the holders of at
least 25% of the aggregate  principal  amount of the outstanding debt securities
of the series affected may require GE to repay the entire  principal  amount (or
in the case of  discounted  securities,  a  specified  portion of the  principal
amount)  of  the  debt  securities  of  such  series   immediately   ("Repayment
Acceleration").  In most  instances,  the  holders  of at  least a  majority  in
aggregate  principal  amount of the outstanding  debt securities of the affected
series may rescind a previously triggered Repayment Acceleration. However, if we
cause  an  Event  of  Default  because  we have  failed  to pay  (unaccelerated)
principal, premium, if any, or interest, Repayment Acceleration may be rescinded
only if we have first cured our default by  depositing  with the Trustee  enough
money to pay all (unaccelerated) past due amounts and penalties, if any.

   Subject to the provisions of the Indenture  relating to its duties in case of
default,  the Trustee shall be under no obligation to exercise any of its rights
or powers under the Indenture at the request,  order or direction of any holders
unless such  holders  offer the  Trustee  reasonable  indemnity.  Subject to the
provisions for indemnification, the holders of a majority in aggregate principal
amount of the  outstanding  debt  securities  of any series may direct the time,
method and place of conducting any proceedings  for any remedy  available to, or
exercising  any trust or power  conferred  on, the Trustee  with respect to such
debt securities.  The holders of a majority in aggregate principal amount of the
outstanding  debt  securities of the series  affected may waive any past default
with respect to such series,  except,  unless previously cured, a default in the
payment of principal, premium, if any, or interest.

CONVERSION AND EXCHANGE RIGHTS

   The debt securities of any series may be convertible into or exchangeable for
other  securities  of GE or another  issuer or property or cash on the terms and
subject to the conditions set forth in the applicable prospectus supplement.

DEFEASANCE AND DISCHARGE

   The following  discussion of full, or legal,  defeasance  and discharge  will
apply  to any  series  of debt  securities  unless  otherwise  indicated  in the
applicable  prospectus  supplement  with  respect  to the debt  securities  of a
series.


                                       10


   Each  indenture  provides  that if we  choose  to  have  the  defeasance  and
discharge  provision  applied to the debt  securities,  we can  legally  release
ourselves from any payment or other  obligations on the debt securities,  except
for  the  ministerial  obligations  described  below,  if we  put in  place  the
following arrangements for you to be repaid:

   o  We must  deposit in trust for the  benefit  of all direct  holders of debt
      securities a combination of money and U.S.  government or U.S.  government
      agency notes or bonds that will generate enough cash to make any interest,
      premium,  principal  or other  payments  on the debt  securities  on their
      various due dates.

   o  We must deliver to the trustee a legal  opinion of our counsel  confirming
      that we received from, or there has been  published by, the U.S.  Internal
      Revenue  Service  a ruling,  or there  has been a change  in U.S.  federal
      income tax law,  and, in either  case,  under then current U.S. law we may
      make  the  above  deposit  without  causing  you to be  taxed  on the debt
      securities  any  differently  than if we did not make the deposit and just
      repaid the debt securities ourselves.

   In addition,  the subordinated  note indenture  provides that if we choose to
have the defeasance and discharge  provision  applied to the  subordinated  debt
securities, the subordination provisions of the subordinated note indenture will
become ineffective.

   However,  even  if  we  make  the  deposit  in  trust  and  opinion  delivery
arrangements  discussed above, a number of our obligations  relating to the debt
securities will remain. These include our obligations:

   o  to register the transfer  and  exchange of debt  securities;

   o  to replace  mutilated,  destroyed,  lost or stolen debt  securities;

   o  to maintain paying agencies; and

   o  to hold money for payment in trust.

COVENANT DEFEASANCE

   The indentures also allow us to choose whether covenant defeasance will apply
to any series of debt  securities.  Unless we state  otherwise in the prospectus
supplement,  covenant  defeasance  will be  applicable  to each  series  of debt
securities.

   The  indentures  provide  that if we choose to have the  covenant  defeasance
provision applied to any debt securities,  we need not comply with the covenants
in the indentures, including under "Consolidation,  Merger and Sale" and, in the
case  of  the   subordinated   note  indenture,   the  provisions   relating  to
subordination.  In addition,  covenant  defeasance would also render ineffective
any Event of Default provisions  relating to any restrictive  covenants.  Any of
our other obligations  affected by covenant  defeasance will be specified in the
prospectus supplement.

   In order to exercise the covenant  defeasance  option, we must put into place
the same deposit in trust  arrangement as discussed above under  "Defeasance and
Discharge"  and we must  deliver to the  trustee a legal  opinion of our counsel
confirming that under the current U.S. law we may make the above deposit without
causing you to recognize income, gain or loss for Federal income tax purposes or
to be taxed on the notes any differently than if we did not make the deposit and
just made the payments on the notes ourselves.

HIGHLY LEVERAGED TRANSACTION

   The general  provisions of the  indentures do not afford  holders of the debt
securities  protection in the event of a highly  leveraged or other  transaction
involving GE that may adversely affect holders of the debt securities.


                                       11


SUBORDINATION

   Any subordinated debt securities issued under the subordinated note indenture
will be  subordinate  and junior in right of  payment  to all Senior  Debt of GE
whether existing at the date of the subordinated  note indenture or subsequently
incurred.  Upon any payment or  distribution  of assets of GE to creditors  upon
any:

   o  liquidation;

   o  dissolution;

   o  winding-up;

   o  reorganization;

   o  assignment for the benefit of creditors;

   o  marshaling of assets or any bankruptcy;

   o  insolvency; or

   o  debt   restructuring  or  similar   proceedings  in  connection  with  any
      insolvency or bankruptcy proceeding of GE,

the holders of Senior Debt will first be entitled to receive  payment in full of
the  principal  of and any premium  and  interest on such Senior Debt before the
holders of the  subordinated  debt  securities  will be  entitled  to receive or
retain any payment in respect of the principal of and any premium or interest on
the subordinated debt securities.

   Upon the  acceleration of the maturity of any  subordinated  debt securities,
the holders of all Senior Debt outstanding at the time of such acceleration will
first be  entitled  to  receive  payment  in full of all  amounts  due  thereon,
including any amounts due upon acceleration,  before the holders of subordinated
debt  securities will be entitled to receive or retain any payment in respect of
the principal of or any premium or interest on the subordinated debt securities.

   No payments on account of principal,  or any premium or interest,  in respect
of the subordinated debt securities may be made if:

   o  there has occurred and is continuing a default in any payment with respect
      to Senior Debt; or

   o  there has occurred and is  continuing  an event of default with respect to
      any Senior Debt resulting in the acceleration of the maturity thereof.

   "Debt"  means,  with respect to any person,  whether  recourse is to all or a
portion of the assets of such person and whether or not contingent:

   o  every obligation of such person for money borrowed;

   o  every obligation of such person evidenced by bonds,  debentures,  notes or
      other similar  instruments,  including  obligations incurred in connection
      with the acquisition of property, assets or businesses;

   o  every  reimbursement  of such  person  with  respect to letters of credit,
      bankers'  acceptances or similar facilities issued for the account of such
      person;

   o  every obligation of such person issued or assumed as the deferred purchase
      price of property or services,  but excluding  trade  accounts  payable or
      accrued liabilities arising in the ordinary course of business;

   o  every capital lease obligation of such person;

   o  every obligation of others secured by a lien on any asset by such person;

   o  every  obligation of the type referred to above of another  person and all
      dividends of another  person the payment of which,  in either  case,  such
      person has  guaranteed or for which such person is  responsible or liable,
      directly or indirectly, as obligor or otherwise; and

   o  every obligation for claims in respect of derivative products.


                                       12


   "Senior Debt" means the principal of, and any premium and interest on Debt of
GE,  whether  incurred  on,  before or after the date of the  subordinated  note
indenture,  unless the instrument creating or evidencing the Debt or under which
the Debt is outstanding provides that obligations created by it are not superior
in right of payment  to the  subordinated  debt  securities  and except  certain
non-recourse Debt.

   The  indentures  will place no limitation on the amount of additional  Senior
Debt that may be incurred by GE.

GOVERNING LAW

   The indentures and the debt  securities  will be governed by and construed in
accordance with the laws of the State of New York, except to the extent that the
Trust Indenture Act applies.

CONCERNING THE TRUSTEE

   GE has  had and  may  continue  to have  commercial  and  investment  banking
relationships with The Bank of New York in the ordinary course of business.

                           DESCRIPTION OF COMMON STOCK

   Set forth  below is a  description  of the GE  common  stock.  The  following
description of the GE common stock is a summary and is subject to the provisions
of our certificate of incorporation,  our by-laws and the relevant provisions of
the law of New York.

   We are currently  authorized to issue up to  13,200,000,000  shares of common
stock,  par value $.06 per share.  As of September 30, 2003, we had  outstanding
approximately 10,040,860,000 shares of our common stock.

   Holders of the GE common stock are entitled to share ratably in any dividends
and in any assets  available for  distribution  on  liquidation,  dissolution or
winding-up,  subject,  if  preferred  stock  of GE is then  outstanding,  to any
preferential  rights of such  preferred  stock.  Each  share of GE common  stock
entitles  the holder of record to one vote at all meetings of  shareowners,  and
the  votes are  noncumulative.  The GE common  stock is not  redeemable,  has no
subscription  or  conversion  rights  and does not  entitle  the  holder  to any
preemptive rights.

   Dividends may be paid on the GE common stock out of funds  legally  available
for dividends, when and if declared by GE's board of directors.

   The Bank of New York is the transfer  agent and  registrar  for the GE common
stock.

   We are also authorized to issue up to 50,000,000  shares of preferred  stock,
par value $1.00 per share, in series,  but have not issued any of this preferred
stock.  If  preferred  stock is  issued,  GE's  board of  directors  may fix the
designation,  relative rights, preferences and limitations of the shares of each
series.

                             DESCRIPTION OF WARRANTS

   We may  issue  warrants,  in one or more  series,  for the  purchase  of debt
securities or shares of our common stock, par value $.06 per share. Warrants may
be issued independently or together with our debt securities or common stock and
may be attached to or separate from any offered securities.  In addition to this
summary,  you should refer to the detailed  provisions  of the specific  warrant
agreement  for complete  terms of the warrants and the warrant  agreement.  Each
warrant agreement will be between GE and a banking  institution  organized under
the laws of the United States or a state  thereof.  A form of warrant  agreement
will be filed as an exhibit to the Registration Statement.

   The  warrants  will be evidenced by warrant  certificates.  Unless  otherwise
specified in the prospectus  supplement,  the warrant certificates may be traded
separately  from the debt  securities  or common  stock,  if any, with which the
warrant certificates were issued.  Warrant certificates may be exchanged for new
warrant certificates of different denom-


                                       13


inations  at the  office of an agent  that we will  appoint.  Until a warrant is
exercised,  the holder of a warrant  does not have any of the rights of a holder
of our debt  securities  or common  stock and is not entitled to any payments on
any debt securities or common stock issuable upon exercise of the warrants.

   A prospectus supplement accompanying this prospectus relating to a particular
series of warrants to issue debt  securities  or common stock will  describe the
terms of those warrants, including:

   o  the title and the aggregate number of warrants;

   o  the debt securities or common stock for which each warrant is exercisable;

   o  the date or dates on which the right to exercise  such  warrants  commence
      and expire;

   o  the price or prices at which such warrants are exercisable;

   o  the currency or currencies in which such warrants are  exercisable;

   o  the  periods   during  which  and  places  at  which  such   warrants  are
      exercisable;

   o  the terms of any  mandatory or optional  call  provisions;

   o  the price or prices,  if any, at which the warrants may be redeemed at the
      option of the holder or will be redeemed upon expiration;

   o  the identity of the warrant agent; and

   o  the exchanges, if any, on which such warrants may be listed.

   You may  exercise  warrants by payment to our warrant  agent of the  exercise
price,  in each case in such  currency or  currencies  as are  specified  in the
warrant,  and giving your  identity and the number of warrants to be  exercised.
Once you pay our warrant  agent and deliver the properly  completed and executed
warrant  certificate to our warrant agent at the specified  office,  our warrant
agent will,  as soon as  practicable,  forward  securities  to you in authorized
denominations  or share  amounts.  If you exercise less than all of the warrants
evidenced  by your  warrant  certificate,  you  will  be  issued  a new  warrant
certificate for the remaining amount of warrants.

                            DESCRIPTION OF GUARANTEES

   Any guarantees  that we issue from time to time for the benefit of holders of
specified underlying securities will include the following terms and conditions,
plus any additional terms specified in the accompanying prospectus supplement.

   A  guarantee  will  provide  that we  unconditionally  guarantee  the due and
punctual payment of the principal,  interest (if any),  premium (if any) and all
other amounts due under the applicable underlying securities when the same shall
become due and payable,  whether at maturity,  pursuant to mandatory or optional
prepayments,  by  acceleration  or otherwise,  in each case after any applicable
grace periods or notice  requirements,  according to the terms of the applicable
underlying securities.  Any guarantee shall be unconditional irrespective of the
validity or enforceability of the applicable underlying security,  any change or
amendment  thereto or any other  circumstances  that may otherwise  constitute a
legal or equitable  discharge or defense of a  guarantor.  However,  we will not
waive  presentment or demand of payment or notice with respect to the applicable
underlying  security unless otherwise  provided in the  accompanying  prospectus
supplement.

   We  shall  be  subrogated  to all  rights  of the  issuer  of the  applicable
underlying  securities  in respect of any  amounts  paid by us  pursuant  to the
provisions of a guarantee, except to the extent otherwise stated in a prospectus
supplement.  The guarantee shall continue to be effective or reinstated,  as the
case may be, if at any time any  payment  made by the  issuer of the  applicable
underlying  security  is  rescinded  or must  otherwise  be  returned  upon  the
insolvency,  bankruptcy or  reorganization  of GE, the issuer of the  applicable
underlying security or otherwise.


                                       14


                                  ERISA MATTERS

   GE has subsidiaries  that provide services to many employee benefit plans. GE
and any direct or indirect  subsidiary  of GE may each be considered a "party in
interest" within the meaning of the Employee  Retirement  Income Security Act of
1974 ("ERISA"),  and a "disqualified  person" under corresponding  provisions of
the Internal  Revenue Code of 1986 (the  "Code"),  with respect to many employee
benefit  plans.  "Prohibited  transactions"  within the meaning of ERISA and the
Code may result if any offered  securities  are acquired by an employee  benefit
plan as to which GE or any  direct or  indirect  subsidiary  of GE is a party in
interest,  unless such offered securities are acquired pursuant to an applicable
exemption. Accordingly, each purchaser and each transferee using the assets of a
plan  subject  to  ERISA or  Section  4975 of the Code to  acquire  the  offered
securities will be deemed to have represented that the acquisition and continued
holding of the  offered  securities  will be covered  by a  Department  of Labor
prohibited  transaction  class  exemption.  Any  employee  benefit plan or other
entity to which such  provisions of ERISA or the Code apply proposing to acquire
the offered securities should consult with its legal counsel.

                              PLAN OF DISTRIBUTION

   We  may  sell  the  offered   securities  (a)  through  agents;  (b)  through
underwriters or dealers; (c) directly to one or more purchasers;  or (d) through
a  combination  of any of these  methods of sale.  We will identify the specific
plan of  distribution,  including any  underwriters,  dealers,  agents or direct
purchasers and their compensation in a prospectus supplement.

BY AGENTS

   If we sell securities  through agents  designated by us, unless  indicated in
the  prospectus  supplement,  the agents will agree to use their best efforts to
solicit purchases for the period of their appointment.

BY UNDERWRITERS OR DEALERS

   If we use  underwriters  in the  sale,  the  underwriters  will  acquire  the
securities for their own account.  The underwriters may resell the securities in
one or more transactions,  including negotiated transactions,  at a fixed public
offering  price  or at  varying  prices  determined  at the  time of  sale.  The
obligations of the  underwriters  to purchase the securities  will be subject to
certain conditions. Unless otherwise indicated in the prospectus supplement, the
underwriters will be obligated to purchase all of the securities  offered by the
prospectus  supplement if any of the securities are purchased.  The  underwriter
may change from time to time any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.

   If we use dealers in the sale of the securities,  we will sell the securities
to the dealer as  principal.  The dealer  may resell the  securities  at varying
prices determined at the time of resale.

BY US

   If we sell securities directly, no agents or underwriters will be involved.

GENERAL INFORMATION

   Underwriters,  dealers,  agents or direct  purchasers that participate in the
distribution  of the offered  securities may be  underwriters  as defined in the
Securities Act of 1933 (the "Act"), and any discounts or commissions that we pay
to them and any profit on their resale of the offered  securities may be treated
as underwriting discounts and commissions under the Act.

   We may  have  agreements  with  the  underwriters,  dealers  and  agents  who
participate in the sale of offered  securities to indemnify them against certain
civil  liabilities,  including  liabilities under the Act, or to contribute with
respect to payments which the underwriters, dealers or agents may be required to
make.


                                       15


   In connection with  underwritten  offerings of securities,  underwriters  may
over-allot or effect  transactions that stabilize,  maintain or otherwise affect
the market  price of the  offered  securities  at levels  above those that might
otherwise  prevail in the open market,  including by entering  stabilizing bids,
effecting  syndicate  covering  transactions  or imposing  penalty bids, each of
which is described below.

   o  A  stabilizing  bid means the placing of any bid, or the  effecting of any
      purchase, for the purpose of pegging, fixing or maintaining the price of a
      security.

   o  A syndicate covering transaction means the placing of any bid on behalf of
      the  underwriting  syndicate or the  effecting of any purchase to reduce a
      short position created in connection with the offering.

   o  A penalty bid means an arrangement  that permits the managing  underwriter
      to reclaim a selling concession from a syndicate member in connection with
      the offering  when offered  securities  originally  sold by the  syndicate
      member are purchased in syndicate covering transactions.

   These  transactions  may be effected on the New York Stock  Exchange,  in the
over-the-counter market or otherwise. Underwriters are not required to engage in
any of these activities, or to continue the activities if commenced.

   We may authorize agents, underwriters or dealers to solicit offers by certain
institutional  investors to purchase  offered  securities which will be paid for
and  delivered on a future date  specified  in the  prospectus  supplement.  The
obligations  of  any  purchasers   under  these  delayed  delivery  and  payment
arrangements will be subject to only limited  conditions which will be specified
in the prospectus supplement.

   The  offered  securities  may or may not be listed on a  national  securities
exchange or a foreign securities exchange. No assurances can be given that there
will be a market for any of the offered securities.

   One or more of the  underwriters,  and/or  one or  more of  their  respective
affiliates,  may be a lender under our credit  agreements  and may provide other
commercial  banking,  investment  banking  and other  services  to us and/or our
subsidiaries and affiliates in the ordinary course of business.

NASD REGULATIONS

   GECC Capital Markets Group, Inc. is an affiliate of GE and may participate as
an  underwriter  in the  distribution  of  securities  issued  pursuant  to this
prospectus.  Rule  2720 of the  Conduct  Rules of the  National  Association  of
Securities Dealers,  Inc. imposes certain  requirements when an NASD member such
as  GECC  Capital  Markets  Group,  Inc.  distributes  an  affiliated  company's
securities. GECC Capital Markets Group, Inc. has advised GE that any offering in
which GECC Capital Markets Group,  Inc. acts as an underwriter  will comply with
the applicable requirements of Rule 2720.

   The maximum  compensation  we will pay to underwriters in connection with any
offering of the  securities  will not exceed 8% of the maximum  proceeds of such
offering. All post-effective amendments or prospectus supplements disclosing the
actual  price and  selling  terms of each  offering  of the  securities  will be
submitted to the NASD Corporate  Financing  Department at the same time they are
filed with the SEC. The NASD Corporate Financing  Department will be advised if,
subsequent  to the filing of any  offering of the  securities,  any of our 5% or
greater  shareholders is or becomes an affiliate or associated person of an NASD
member  participating in the  distribution of such securities.  All NASD members
participating in offerings of the securities  understand the  requirements  that
have to be met in connection with SEC Rule 415 and Notice to Members 88-101.



                                       16


                                  LEGAL MATTERS

   Unless otherwise  specified in the prospectus  supplement  accompanying  this
prospectus,  Robert E. Healing,  Corporate  Counsel of GE, and Dewey  Ballantine
LLP,  1301  Avenue of the  Americas,  New York,  New York  10019,  will  provide
opinions   regarding  the  validity  of  the   securities.   Robert  E.  Healing
beneficially  owns or has rights to acquire an  aggregate  of less than 0.01% of
common stock of GE. Any underwriters  will also be advised about the validity of
the securities and other legal matters by their own counsel.

                                     EXPERTS

   KPMG LLP, independent certified public accountants, audited GE's consolidated
financial statements as of December 31, 2002 and 2001, and for each of the years
in the three-year  period ended  December 31, 2002.  GE's Current Report on Form
8-K filed April 10, 2003 includes these  financial  statements and the auditors'
report.  The audit report covering the December 31, 2002 consolidated  financial
statements refers to changes in the methods of accounting for goodwill and other
intangible  assets and for stock-based  compensation in 2002, and changes in the
methods of accounting  for  derivative  instruments  and hedging  activities and
impairment of certain  beneficial  interests in securitized assets in 2001. This
prospectus  incorporates  the  financial  statements  and  report by  reference,
relying on KPMG LLP's authority as experts in accounting and auditing.






                                       17












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                               119,385,000 SHARES



                                [Graphic Omitted]




                            GENERAL ELECTRIC COMPANY


                                  COMMON STOCK

                          ----------------------------
                              PROSPECTUS SUPPLEMENT
                          ----------------------------

                                 MORGAN STANLEY
                                    CITIGROUP
                               GOLDMAN, SACHS &CO.
                                    JPMORGAN

                          ----------------------------

                         BANC OF AMERICA SECURITIES LLC
                                   BNP PARIBAS
                           CREDIT SUISSE FIRST BOSTON
                            DEUTSCHE BANK SECURITIES
                                      HSBC
                                 LEHMAN BROTHERS
                               MERRILL LYNCH & CO.
                               UBS INVESTMENT BANK

                          ----------------------------

                                    BANCA IMI
                            BLAYLOCK & PARTNERS, L.P.
                            LOOP CAPITAL MARKETS, LLC
                         UTENDAHL CAPITAL PARTNERS, L.P.
                        THE WILLIAMS CAPITAL GROUP, L.P.





                                  MARCH 8, 2004

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