UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

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

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 28, 1996

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

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

                         Commission file number 0-14804

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

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

             (Exact name of registrant as specified in its charter)

                 DELAWARE                                       06-1109503
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)

260 LONG RIDGE ROAD, STAMFORD, CONNECTICUT                        06927
 (Address of principal executive offices)                       (Zip Code)

                                 (203) 357-4000
              (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x No __

At November 8, 1996, 101 shares of common stock with a par value of $10,000 were
outstanding.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED  DISCLOSURE
FORMAT.


<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

PART I - FINANCIAL INFORMATION.

     Item 1. Financial Statements...........................................   1

     Item 2. Management's Discussion and Analysis of Results of Operations..   5

     Exhibit 12. Computation of Ratio of Earnings to Fixed Charges and 
      Computation of Ratio of Earnings to Combined Fixed Charges and
      Preferred Stock Dividends.............................................   7

PART II - OTHER INFORMATION.

     Item 6. Exhibits and Reports on Form 8-K...............................   8

     Signatures.............................................................   9

     Index to Exhibits......................................................  10

















<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                  ---------------------   ----------------------
(In millions)                                                     SEPTEMBER   SEPTEMBER   SEPTEMBER    SEPTEMBER
                                                                   28, 1996    30, 1995    28, 1996     30, 1995
                                                                   --------    --------    --------     --------
<S>                                                                <C>         <C>         <C>         <C>   

EARNED INCOME ..................................................   $  8,449    $  7,099    $ 23,151    $ 19,268
                                                                   --------    --------    --------    --------

EXPENSES

Interest .......................................................      1,756       1,726       5,280       4,946
Operating and administrative ...................................      3,110       1,913       7,661       5,550
Insurance losses and policyholder and annuity benefits .........      1,553       1,540       4,713       3,854
Provision for losses on financing receivables ..................        254         352         695         710
Depreciation and amortization of buildings and
 equipment and equipment on operating leases ...................        559         491       1,579       1,434
Minority interest in net earnings of consolidated affiliates ...         38          29         120          82
                                                                   --------    --------    --------    --------
                                                                      7,270       6,051      20,048      16,576
                                                                   --------    --------    --------    --------
EARNINGS

Earnings before income taxes ...................................      1,179       1,048       3,103       2,692
Provision for income taxes .....................................       (363)       (337)       (954)       (850)
                                                                   --------    --------    --------    --------

NET EARNINGS ...................................................        816         711       2,149       1,842
Dividends ......................................................       (284)       (247)       (748)       (645)
Retained earnings at beginning of period .......................     10,387       8,927       9,518       8,194
                                                                   --------    --------    --------    --------
RETAINED EARNINGS AT END OF PERIOD .............................   $ 10,919    $  9,391    $ 10,919    $  9,391
                                                                   ========    ========    ========    ========
</TABLE>







See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>

(In millions)                                         SEPTEMBER 28, DECEMBER 31,
                                                         1996          1995
                                                      ------------- ------------
                                                       (UNAUDITED)
<S>                                                        <C>         <C>   

ASSETS

Cash and equivalents ...................................   $  3,522    $  1,949
Investment securities ..................................     48,273      41,063
Financing receivables:
    Time sales and loans, net of deferred income .......     59,902      59,591
    Investment in financing leases, net of
     deferred income ...................................     37,269      36,200
                                                           --------    --------
                                                             97,171      95,791
    Allowance for losses on financing receivables ......     (2,556)     (2,519)
                                                           --------    --------
        Financing receivables - net ....................     94,615      93,272
Other receivables - net ................................     13,188      12,897
Equipment on operating leases (at cost), less
 accumulated amortization of $5,336 and $4,670 .........     15,813      13,793
Other assets ...........................................     28,928      22,755
                                                           --------    --------
TOTAL ASSETS ...........................................   $204,339    $185,729
                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................   $ 71,610    $ 62,808
Long-term borrowings:
   Senior ..............................................     46,191      47,794
   Subordinated ........................................        996         996
Insurance liabilities, reserves and annuity benefits ...     48,901      39,699
Other liabilities ......................................     13,219      12,264
Deferred income taxes ..................................      7,245       6,872
                                                           --------    --------
   Total liabilities ...................................    188,162     170,433
                                                           --------    --------
Minority interest in equity of consolidated affiliates .      2,589       2,522
                                                           --------    --------
Capital stock ..........................................         11          11
Additional paid-in capital .............................      2,316       2,314
Retained earnings ......................................     10,919       9,518
Unrealized gains on investment securities ..............        431         989
Foreign currency translation adjustments ...............        (89)        (58)
                                                           --------    --------
Total equity ...........................................     13,588      12,774
                                                           --------    --------
TOTAL LIABILITIES AND EQUITY ...........................   $204,339    $185,729
                                                           ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            NINE MONTHS ENDED
                                                          ----------------------
(IN MILLIONS)                                             SEPTEMBER   SEPTEMBER
                                                           28, 1996    30, 1995
                                                          ---------   ---------
<S>                                                        <C>         <C> 

CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings ...........................................   $  2,149    $  1,842
Adjustments to reconcile net earnings to cash
 provided from operating activities:
    Provision for losses on financing receivables ......        695         710
    Depreciation and amortization of buildings and 
     equipment and equipment on operating leases .......      1,579       1,434
    Other - net ........................................      1,962       2,171
                                                           --------    --------
      Cash provided from operating activities .........       6,385       6,157
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in loans to customers .........................    (38,262)    (33,141)
Principal collections from customers ...................     39,080      31,415
Investment in assets on financing leases ...............     (9,249)    (10,703)
Principal collections on financing leases ..............      8,345       5,968
Net increase in credit card receivables ................       (950)     (1,067)
Buildings and equipment and equipment on
 operating leases:
    - additions ........................................     (4,075)     (4,214)
    - dispositions .....................................        683       2,074
Payments for principal businesses purchased, net of 
 cash acquired .........................................     (2,329)     (3,236)
Proceeds from principal businesses disposed ............         --         575
Purchases of investment securities by insurance
 affiliates and annuity businesses .....................    (11,264)    (10,153)
Dispositions and maturities of investment securities
 by insurance affiliates and annuity businesses ........     10,454       9,358
Other - net ............................................     (3,544)     (1,552)
                                                           --------    --------
      Cash used for investing activities ...............    (11,111)    (14,676)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities 90 days or less) ..      7,607      (6,535)
Newly issued debt
    - short-term (maturities 91-365 days) ..............      3,693       1,862
    - long-term senior .................................     13,553      26,506
    - long-term subordinated ...........................         --         298
Proceeds - non-recourse, leveraged lease debt ..........        505         257
Repayments and other reductions
    - short-term (maturities 91-365 days) ..............    (17,682)    (11,336)
    - long-term senior .................................       (780)       (597)
Principal payments - non-recourse, leveraged lease debt.       (227)       (235)
Proceeds from sales of investment and annuity contracts.      2,154       1,124
Redemption of investment and annuity contracts .........     (1,901)     (1,956)
Dividends paid .........................................       (748)       (645)
Issuance of variable cumulative preferred stock by
 consolidated affiliates ...............................        125         645
                                                           --------    --------
       Cash provided from financing activities .........      6,299       9,388
                                                           --------    --------
INCREASE IN CASH AND EQUIVALENTS .......................      1,573         869
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      1,949       1,218
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  3,522    $  2,087
                                                           ========    ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.    The accompanying  condensed  quarterly financial statements  represent the
      adding  together  of  General Electric  Capital  Services,  Inc. and   all
      majority-owned  and  controlled   affiliates  (collectively   called  "the
      Corporation" or "GECS"). All significant transactions among the parent and
      consolidated  affiliates  have been  eliminated. Certain prior period data
      have been reclassified to conform to the current period presentation.

2.    The condensed,  consolidated quarterly financial statements are unaudited.
      These statements  include all adjustments  (consisting of normal recurring
      accruals)  considered  necessary by management to present a fair statement
      of the results of  operations,  financial  position  and cash  flows.  The
      results reported in these  condensed,  consolidated  financial  statements
      should not be regarded as  necessarily  indicative  of results that may be
      expected for the entire year.

3.    Two newly issued accounting standards were adopted in the first quarter of
      1996 and did not have a  material  effect  on the  financial  position  or
      results of operations of the Corporation.

      Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to be
      Disposed  Of,  requires  that  certain  long-lived  assets be reviewed for
      impairment when events or circumstances indicate that the carrying amounts
      of the assets may not be  recoverable.  If such review  indicates that the
      carrying  amount of an asset  exceeds the sum of its expected  future cash
      flows,  the  asset's  carrying  value  is  written  down  to  fair  value.
      Long-lived  assets to be disposed of are reported at the lower of carrying
      amount or fair value less cost to sell.

      SFAS No. 122,  Accounting  for Mortgage  Servicing  Rights,  requires that
      capitalized rights to service mortgage loans be assessed for impairment by
      individual  risk stratum by comparing each stratum's  carrying amount with
      its fair value.  Strata are based on the predominant risk  characteristics
      of the  underlying  loans,  which  include  loan type and note rate.  Fair
      values are estimated based on discounted anticipated future net cash flows
      considering  market  consensus for loan  prepayment  predictions and other
      economic  factors.  To the  extent  that the  carrying  value of  mortgage
      servicing rights exceeds fair value by individual  stratum,  the resulting
      impairment is recognized in earnings through a valuation allowance.

                                       4
<PAGE>


ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

OVERVIEW

Net  earnings  for the first nine  months of 1996 were  $2,149  million,  a $307
million (17%) increase over the first nine months of 1995.

Earnings  of the  lending,  leasing  and  equipment  management  businesses  are
significantly  influenced by the level of invested assets, the related financing
spreads (the excess of rates earned - yields - over rates on borrowings) and the
quality of those assets. The Corporation's  increase in net earnings principally
resulted from a higher average level of invested  assets,  partially offset by a
decrease in financing spreads as the decrease in borrowing rates was outpaced by
a decrease in yields.

The specialty  insurance  businesses,  principally GE Global  Insurance  Holding
Corporation ("GIH"),  also contributed to the increase in net earnings primarily
due  to  increased  premium  and  investment  income  resulting  from  the  1995
acquisitions of the Frankona and Aachen Reinsurance Groups. These increases were
partially  offset by  increases  in  reserves  for  insurance  losses  and other
expenses, also primarily related to the acquisitions.

OPERATING RESULTS

EARNED INCOME from all sources increased $3,883 million (20%) to $23,151 million
for the first nine months of 1996,  compared  with $19,268  million in the first
nine months of 1995.

Earned income from the specialized  financing,  mid-market  financing,  consumer
services and equipment management businesses increased $2,786 million (20%) over
the comparable  prior-year period. These increases  principally reflect a higher
average level of invested  assets,  resulting from both  origination  volume and
acquisitions of portfolios and businesses,  higher consumer  insurance  premiums
arising  from  acquisitions  in 1995 and 1996 and  increased  personal  computer
equipment sales associated with the acquisitions of Ameridata Technologies, Inc.
("Ameridata") and CompuNet Computer AG ("CompuNet")  during the third quarter of
1996.  Earned income from the specialty  insurance  businesses  increased $1,087
million (20%) to $6,535  million for the first nine months of 1996 compared with
the first  nine  months of 1995.  The  increase  primarily  reflected  increased
premium and investment  income  resulting from the  acquisitions of Frankona and
Aachen and earnings growth in other insurance  businesses from both  origination
volume and acquisitions, partially offset by a slight decrease in GIH's domestic
net premiums earned.

INTEREST EXPENSE for the first nine months of 1996 was $5,280 million, 7% higher
than for the first nine months of 1995.  The increase  reflected  the effects of
higher average borrowings used to finance asset growth,  partially offset by the
effects of lower interest rates.  The composite  interest rate on borrowings for
the first nine  months of 1996 was 6.26%  compared  with 6.79% in the first nine
months of 1995.

OPERATING AND  ADMINISTRATIVE  EXPENSES  were $7,661  million for the first nine
months of 1996, a 38% increase over the first nine months of 1995.  The increase
primarily  reflected costs  associated  with businesses and portfolios  acquired
over the past year and higher  investment  levels.  Included in the increase are
costs of personal  computer  equipment sold associated with the  acquisitions of
Ameridata and CompuNet during the third quarter of 1996.

INSURANCE LOSSES AND  POLICYHOLDER AND ANNUITY BENEFITS  increased 22% to $4,713
million for the first nine months of 1996,  compared with $3,854 million for the
first nine months of 1995. The increase primarily resulted from the acquisitions
of Frankona, Aachen and other insurance businesses in 1995 and 1996.

PROVISION FOR LOSSES ON FINANCING  RECEIVABLES decreased to $695 million for the
first nine  months of 1996 from $710  million for the first nine months of 1995.
These  provisions  principally  related to  private-label  and bank credit cards
which are discussed below under Portfolio  Quality.  The decrease  reflected the
effects  of sales  of  receivables  and loan  repayments,  partially  offset  by
increases for private-label and bank credit cards.

                                       5
<PAGE>


ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
           OPERATIONS (Continued).

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING  LEASES  increased  $145 million (10%) to $1,579 million for the first
nine months of 1996  compared  with $1,434  million for the first nine months of
1995. The increase principally reflected higher levels of equipment on operating
leases as a result of portfolio growth and acquisitions.

PROVISION  FOR INCOME  TAXES was $954  million for the first nine months of 1996
(an  effective  tax rate of 31%),  compared with $850 million for the first nine
months of 1995 (an effective tax rate of 32%).  The higher  provision for income
taxes reflected  increased pre-tax earnings.  The decrease in the 1996 effective
tax rate resulted primarily from increased tax credits and a decrease in foreign
taxes.

PORTFOLIO QUALITY

THE PORTFOLIO OF FINANCING RECEIVABLES,  before allowance for losses,  increased
to $97.2  billion at September  28, 1996 from $95.8  billion at the end of 1995.
Financing receivables are the Corporation's largest asset and the primary source
of revenues.  Related  allowances  for losses at September 28, 1996,  aggregated
$2.6 billion  (2.63% of  receivables - the same level as at the end of 1995) and
are,  in  management's  judgment,  appropriate  given  the risk  profile  of the
portfolio.  A discussion  about the quality of certain elements of the portfolio
of financing receivables follows. "Nonearning receivables" are those that are 90
days or more  delinquent;  "reduced earning  receivables" are receivables  whose
terms have been restructured to a below-market yield.

CONSUMER  RECEIVABLES,  primarily  credit card and personal loans and auto loans
and  leases,  were $43.6  billion at  September  28,  1996,  an increase of $1.6
billion  from  the end of  1995.  Nonearning  and  reduced  earning  receivables
increased to $812 million at September  28, 1996,  from $671 million at December
31, 1995.  Write-offs of consumer receivables  increased to $622 million for the
first nine months of 1996,  compared with $469 million for the first nine months
of 1995. This increase was primarily  attributable to higher average  receivable
balances  resulting from a combination of origination volume and acquisitions of
businesses  and  portfolios  and higher  delinquencies  consistent  with overall
industry experience.

COMMERCIAL  REAL ESTATE LOANS  classified  as financing  receivables  were $13.0
billion at September  28, 1996, a decrease of $0.4 billion from  year-end  1995.
Nonearning  and  reduced  earning  receivables  increased  to  $185  million  at
September  28,  1996,  from $179 million at December  31,  1995.  Write-offs  of
commercial real estate loans were $33 million for the first nine months of 1996,
compared  with $102 million for the first nine months of 1995.  At September 28,
1996, the commercial real estate portfolio also included,  in other assets, $2.3
billion of assets acquired for resale from various  financial  institutions (the
same as at  year-end  1995)  and $2.0  billion  of  investments  in real  estate
ventures ($1.7 billion at year-end 1995).

OTHER FINANCING RECEIVABLES, totaling $40.6 billion at September 28, 1996 ($40.4
billion at December 31, 1995), consisted of a diverse commercial, industrial and
equipment loan and lease portfolio.  Nonearning and reduced-earning  receivables
were $286 million at September 28, 1996,  compared with $285 million at year-end
1995.

Loans and leases to  commercial  airlines  amounted to $8.5 billion at September
28, 1996, up from $8.3 billion at the end of 1995.

OTHER MATTERS

As 1996 progresses,  management  continues to believe that vigilant attention to
risk management and controllership  and a strong focus on complete  satisfaction
of  customer  needs  position  it  to  deal   effectively  with  the  increasing
competition in an ever-changing global economy.

                                       6
<PAGE>


                                                                      EXHIBIT 12

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                       AND
    COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
                                 STOCK DIVIDENDS

                      NINE MONTHS ENDED SEPTEMBER 28, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      RATIO OF
                                                                    EARNINGS TO
                                                                      COMBINED
                                                                        FIXED
                                                          RATIO OF   CHARGES AND
                                                          EARNINGS    PREFERRED
                                                          TO FIXED      STOCK
(Dollar amounts in millions)                               CHARGES    DIVIDENDS
                                                           --------  -----------
<S>                                                        <C>         <C>  

Net earnings ...........................................   $  2,149    $  2,149
Provision for income taxes .............................        954         954
Minority interest in net earnings  of consolidated
 affiliates ............................................        120         120
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      3,223       3,223
                                                           --------    --------
Fixed charges:
   Interest ............................................      5,329       5,329
   One-third of rentals ................................        129         129
                                                           --------    --------
Total fixed charges ....................................      5,458       5,458
                                                           --------    --------

Less capitalized interest, net of amortization .........         26          26
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest plus fixed charges ..................   $  8,655    $  8,655
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.59
                                                           ========

Preferred stock dividend requirements ..................               $     --
Ratio of earnings before provision for income taxes to
 net earnings ..........................................                   1.44
Preferred stock dividend on pre-tax basis ..............                     --
Fixed charges ..........................................                  5,458
                                                                       --------
Total fixed charges and preferred stock dividend 
 requirements ..........................................               $  5,458
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends .............................                   1.59
                                                                       ========
</TABLE>

For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.

                                       7
<PAGE>


                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a.  EXHIBITS.

         Exhibit  12.  Computation  of ratio of  earnings  to fixed  charges and
         computation  of  ratio  of  earnings  to  combined  fixed  charges  and
         preferred stock dividends.

         Exhibit 27. Financial Data Schedule (filed electronically only).

     b.  REPORTS ON FORM 8-K.

         None.


                                       8
<PAGE>


                                   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 thereunto duly authorized.

                                  GENERAL ELECTRIC CAPITAL SERVICES, INC.
                                               (Registrant)

Date:  November 11, 1996       By:              /s/ J.A. Parke
                                  ------------------------------------------
                                  J.A. Parke, Senior Vice President, Finance
                                         (Principal Financial Officer)

Date:  November 11, 1996       By:             /s/ J.C. Amble
                                  ------------------------------------------
                                  J.C. Amble, Vice President and Controller
                                        (Principal Accounting Officer)



                                       9
<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS

EXHIBIT NO.                                                            PAGE NO.
    12         Computation of ratio of earnings to fixed charges and
                computation of ratio of earnings to combined fixed
                charges and preferred stock dividends.................     7

    27         Financial Data Schedule (filed electronically only)




                                       10