PROSPECTUS

GECC SERIES A FIXED RATE PRICING SUPPLEMENT

PROSPECTUS

Pricing Supplement No. 3758

Dated April 9, 2002

Dated May 15, 2002

PROSPECTUS SUPPLEMENT

Rule 424(b)(3)-Registration Statement

Dated April 16, 2002

No. 333-84462

GENERAL ELECTRIC CAPITAL CORPORATION

GLOBAL MEDIUM-TERM NOTES, SERIES A

(Fixed Rate Notes)

Trade Date: May 15, 2002

Settlement Date (Original Issue Date): May 20, 2002

Maturity Date: January 28, 2005

Principal Amount (in Specified Currency): US$250,000,000

Price to Public (Issue Price): 99.93% (Plus accrued interest from January 10, 2002)

Agent's Discount or Commission: 0.2250%

Net Proceeds to Issuer: US$ 249,262,500 (plus accrued interest from January 10, 2002)

Interest Rate Per Annum: 4.25%

Interest Payment Date(s):

X January 28thth and July 28th of each year commencing July 28, 2002, and

on the Maturity Date.

Form of Notes:

X DTC registered ___ non-DTC registered

CUSIP No.: 36962GXB5

ISIN No.: US36962GXB57

Common Code: 014145966

Repayment, Redemption and Acceleration

Optional Repayment Date(s): N/A

Initial Redemption Date: N/A

Initial Redemption Percentage: N/A

Annual Redemption Percentage Reduction: N/A

Modified Payment Upon Acceleration: N/A

CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT.

 

(Floating Rate)

 

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Pricing Supplement No. 3758

 

Dated May 15, 2002

 

Rule 424(b)(3)-Registration Statement

 

No. 333-84462

Reopening of Issue:

Additional notes may be issued with the same terms as these Notes. After such additional notes are issued, they will be fungible with these Notes. See "Description of Notes Reopening of Issue" as described in the Prospectus Supplement dated April 16, 2002.

The Notes are intended to be fully fungible with and will be consolidated and form a single issue for all purposes with the Companys issue of Tranche A US$ 750,000,000 and Tranche B US$ 250,000,000 4.25% Notes due January 28, 2005, described in the Companys Pricing Supplement numbers 3683 and 3687 dated January 3, 2002.

Original Issue Discount:

Amount of OID: N/A

Yield to Maturity: N/A

Interest Accrual Date: N/A

Initial Accrual Period OID: N/A

Amortizing Notes:

Amortization Schedule: N/A

Dual Currency Notes:

Face Amount Currency: N/A

Optional Payment Currency: N/A

Designated Exchange Rate: N/A

Option Value Calculation Agent: N/A

Option Election Date(s): N/A

Indexed Notes:

Currency Base Rate: N/A

Determination Agent: N/A

 

 

(Floating Rate)

 

Page 3

 

Pricing Supplement No. 3758

 

Dated May 15, 2002

 

Rule 424(b)(3)-Registration Statement

 

No.333-84462

Additional Information:

General.

At March 30, 2002 the Company had outstanding indebtedness totaling $231.585 billion, consisting of notes payable within one year, senior notes payable after one year and subordinated notes payable after one year. The total amount of outstanding indebtedness at March 30, 2002 excluding subordinated notes payable after one year was equal to $230.700 billion.

Consolidated Ratio of Earnings to Fixed Charges.

The information contained in the Prospectus under the caption "Consolidated Ratio of Earnings to Fixed Charges" is hereby amended in its entirety, as follows:

   

Year Ended December 31,

   

Three Months ended March 30, 2002

1997

1998

1999

2000

2001

 

1.48

1.50

1.60

1.52

1.72

1.43

           

Plan of Distribution:

The Notes are being purchased by Deutsche Bank Securities Inc. (the "Underwriter"), as principal, at the Issue Price of 99.93% of the aggregate principal amount less an underwriting discount equal to 0.2250% of the principal amount of the Notes.

The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.