UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 19, 2012
Date of Report (Date of earliest event reported) February 22, 2012
		General Electric Capital Services, Inc.
		(Exact name of registrant as specified in its charter)
Delaware			0-14804	06-1109503
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3135 Easton Turnpike, Fairfield, Connecticut				06828-0001
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code (203) 373-2211
	Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(1)

Item 13.0103 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~January~~information ~~20,~~set ~~2012,~~forth ~~General~~below ~~Electric~~in ~~Company~~Item ~~("GE")~~8.01 ~~announced~~with ~~that~~respect ~~its~~to ~~wholly-owned~~the ~~subsidiary,~~First ~~General~~Supplemental ~~Electric~~Indenture ~~Capital~~(as ~~Services,~~defined ~~Inc. ("GECS"~~below), ~~intends~~pursuant to ~~merge~~which ~~(the~~General ~~"Merger"~~Electric Capital Corporation (“GECC”) ~~with~~succeeded to and ~~into~~assumed ~~GECS’s~~$300 million ~~wholly-owned~~principal ~~subsidiary,~~amount of General Electric Capital ~~Corporation~~Services, Inc.’s ("~~GECC~~GECS")~~. The~~ ~~Merger~~7½% ~~will~~Guaranteed ~~simplify~~Subordinated ~~GE’s~~Notes ~~financial~~due ~~services'~~August ~~corporate~~21, ~~structure~~2035 byis ~~consolidating~~incorporated ~~financial~~by ~~services~~reference ~~entities~~into ~~and~~this ~~assets~~Item ~~within~~3.03. Attached ~~the~~hereto GEas ~~organization~~Exhibit 4.1 and ~~simplifying~~hereby ~~Securities~~incorporated ~~and~~by ~~Exchange~~reference ~~Commission~~is ~~and~~a ~~regulatory~~copy ~~reporting~~of the First Supplemental Indenture.

~~The~~Item ~~Merger will be implemented pursuant to the Agreement and Plan of Merger, dated as of January 19, 2012, by and between GECS and GECC (the “Merger Agreement”)~~5.03 ~~Pursuant~~Amendments to ~~the~~Articles ~~terms~~ of ~~the~~Incorporation ~~Merger~~or ~~Agreement,~~Bylaws; ~~GECC~~Change ~~will~~in beFiscal ~~the surviving corporation and will succeed to and assume all GECS’s rights and obligations and GECC will be wholly-owned directly by GE~~Year. Upon completion of the Merger, GECS’s subsidiaries, other than GECC (into which GECS will be merged), will become subsidiaries of GECC. The directors and officers of GECC before and after the Merger will be the same.

~~GECS~~On isFebruary ~~principally~~22, a2012, ~~non-operating~~at ~~holding~~the ~~company~~effective ~~whose~~time ~~main~~of ~~asset~~the isMerger ~~100%~~(as ofdefined below), the ~~outstanding~~certificate ~~common~~of ~~stock~~incorporation of ~~GECC.~~ GECS's ~~other~~(as ~~assets,~~amended) ~~totaling~~was ~~approximately~~amended ~~$30~~by ~~billion~~the ~~(net~~Certificate of ~~eliminations),~~Ownership ~~consist~~and ~~primarily~~Merger filed with the Secretary of ~~consolidated~~State ~~assets~~of the State of ~~wholly-owned~~Delaware ~~subsidiaries~~on ~~engaged~~February 22, 2012. The amendment effectuates the Merger as described below in ~~run-off~~Item ~~insurance~~8.01. Attached ~~operations~~hereto ~~retained~~as Exhibit 3.1 and hereby incorporated by GEreference ~~when~~is ita ~~disposed~~copy of ~~its~~the ~~insurance~~Certificate ~~and~~of ~~reinsurance~~Ownership ~~operations~~and Merger.

The obligations to be assumed by GECC as a result of the Merger include $300 million principal amount of GECS’s 7½% Guaranteed Subordinated Notes due August 21, 2035, which are guaranteed by GE (the "Notes"). Following the completion of the Merger, the GE guarantee will remain in place and the Notes will continue to be listed on the New York Stock Exchange. The obligations to be assumed by GECC also include GECS’s outstanding commercial paper.

Pursuant to the terms of the Merger Agreement: (i) all outstanding shares of GECC common stock will be cancelled, (ii) all outstanding shares of common stock of GECS and all outstanding shares of preferred stock of GECS held by GE will be converted into an aggregate of 1,000 shares of common stock of GECC and (iii) all treasury shares of GECS and all outstanding shares of preferred stock of GECS held by GECC will be cancelled.

The completion of the Merger is subject to approval of the state regulator of GECS’s insurance operations or the notification by the state regulator that such approval is not required for the Merger. The Merger is expected to be completed in the first quarter of 2012.

Following completion of the Merger, GECC’s statement of earnings and statement of financial position will be the same as such statements would have been for GECS had the Merger not occurred.

Attached hereto as Exhibit 2.1 and hereby incorporated by reference is a copy of the Merger Agreement.

Item 8.01 Other Events.

On ~~January~~February 2022, 2012, GEGECS ~~issued~~completed aits ~~press~~previously ~~release~~announced ~~setting~~merger ~~forth~~(the GE“Merger”) with GECS’s ~~fourth~~wholly-~~quarter~~owned ~~and~~subsidiary, ~~full-year~~GECC, ~~2011~~pursuant ~~earnings~~to which GECS merged with and into GECC. ~~Attached~~The ~~hereto~~Merger aswas ~~Exhibit~~implemented ~~99.1~~pursuant ~~and~~to ~~hereby~~the ~~incorporated~~Agreement byand ~~reference~~Plan isof aMerger, ~~schedule~~dated as of ~~selected~~January ~~financial~~19, ~~information~~2012, ~~related~~by and between GECS and GECC (the “Merger Agreement”). Pursuant to the ~~results~~terms of ~~operations~~the ~~for~~Merger Agreement, GECC is the ~~three~~surviving corporation and ~~twelve~~has succeeded to and assumed all GECS’s rights and obligations and GECC is now wholly-~~months~~owned ~~ended~~directly ~~December~~by 31General Electric Company (“GE”). At the effective time of the Merger, ~~2011~~GECS’s ~~and~~subsidiaries, ~~financial~~other ~~position~~than atGECC ~~December~~(into 31which GECS was merged), ~~2011~~became subsidiaries of ~~GECS~~GECC. The directors and officers of GECC before and after the Merger remain the same.

In connection with the Merger, GECC, GECS, GE (as guarantor) and The Bank of New York Mellon, as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 22, 2012 (the “First Supplemental Indenture”) to the Indenture, dated August 1, 1995, by and among GECS, GE and the Trustee, pursuant to which GECC succeeded to and assumed $300 million principal amount of GECS’s 7½% Guaranteed Subordinated Notes due August 21, 2035 (the "Notes"). Following the completion of the Merger, the GE guarantee of the Notes remains in place and the Notes continue to be listed on the New York Stock Exchange under their existing ticker symbol GE/35 and continue to have their existing CUSIP No. 36959CAA6. Upon consummation of the Merger, GECC is the successor issuer of the Notes, which were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Upon consummation of the Merger, GECC also succeeded to and assumed GECS’s outstanding commercial paper. The commercial paper continues to have its original CUSIP numbers following the Merger.

At the effective time of the Merger: (i) all outstanding shares of GECC common stock were cancelled, (ii) all outstanding shares of common stock of GECS and all outstanding shares of preferred stock of GECS held by GE were converted into an aggregate of 1,000 shares of common stock of GECC and (iii) all treasury shares of GECS and all outstanding shares of preferred stock of GECS held by GECC were cancelled. As a result, GECC, which previously has been an indirect wholly-owned subsidiary of GE, became a direct wholly-owned subsidiary of GE.

(2)

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following ~~exhibits~~exhibit ~~are~~is being filed as part of this report:

Exhibit Description

2.1	Agreement and Plan of Merger, dated as of January 19, 2012, by and between General Electric Capital Services, Inc. and General Electric Capital Corporation
3.1	State of Delaware Certificate of Ownership and Merger, dated as of February 22, 2012, pursuant to which General Electric Capital Services, Inc. merged with and into General Electric Capital Corporation
99.1	Selected financial information of General Electric Capital Services, Inc.
4.1	First Supplemental Indenture, dated as of February 22, 2012, by and among General Electric Capital Services, Inc., General Electric Capital Corporation, General Electric Company and The Bank of New York Mellon, to the Indenture, dated as of August 1, 1995, among General Electric Capital Services, Inc., General Electric Company and The Bank of New York Mellon

(3)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		General Electric Capital Services, Inc.
		(Registrant)
Date: January 20, 2012		/s/ Jamie S. Miller
Date: February 22, 2012		/s/ Jamie S. Miller
		Jamie S. Miller
		Senior Vice President and Controller

(4)

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