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 June 29, 2002
                                                 -------------

                                       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 July 30, 2002, 1,012 shares of common stock with a par value of $1,000 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

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                   -------------------
PART I - FINANCIAL INFORMATION

<S>           <C>                                                                                         <C>
Item 1.       Financial Statements                                                                          1

Item 2.       Management's Discussion and Analysis of Results of Operations                                 7

Exhibit 12.   Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of
              Earnings to Combined Fixed Charges and Preferred Stock Dividends                             19

Exhibit 99.1  Certification  Pursuant To 18 U.S.C.  Section 1350, As Adopted  Pursuant To
              Section 906 Of The Sarbanes-Oxley Act Of 2002                                                20

Exhibit 99.2  Certification  Pursuant To 18 U.S.C.  Section 1350, As Adopted  Pursuant To
              Section 906 Of The Sarbanes-Oxley Act Of 2002                                                21

Exhibit 99.3  GE Announces Reorganization of Financial Services;
              GE Capital to Become Four Separate Businesses                                                22


PART II - OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K                                                             24

Signatures                                                                                                 25
</TABLE>



<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>
                                                               Second quarter ended                 Six months ended
                                                           ----------------------------       ---------------------------
                                                            June 29,         June 30,           June 29,         June 30,
                                                             2002              2001              2002             2001
                                                           ----------       -----------       ----------     ------------
(Dollars in millions)
<S>                                                        <C>              <C>               <C>            <C>
Revenues
Revenues from services                                     $   12,953       $    13,439       $   26,036     $     27,094
Sales of goods                                                    899               960            1,715            2,028
                                                           ----------       -----------       ----------     ------------
                                                               13,852            14,399           27,751           29,122
                                                           ----------       -----------       ----------     ------------
Expenses
Interest                                                        2,429             2,671            4,717            5,569
Operating and administrative                                    3,682             3,960            7,408            8,129
Cost of goods sold                                                822               866            1,564            1,827
Insurance losses and policyholder and annuity
     benefits                                                   3,689             3,712            7,238            7,235
Provision for losses on financing receivables                     785               496            1,447              979
Depreciation and amortization of buildings and
     equipment and equipment on operating leases                  894               797            1,720            1,590
Minority interest in net earnings of consolidated
     affiliates                                                    40                42               74               99
                                                           ----------       -----------       ----------     ------------
                                                               12,341            12,544           24,168           25,428
                                                           ----------       -----------       ----------     ------------
Earnings
Earnings before income taxes and accounting changes             1,511             1,855            3,583            3,694
Provision for income taxes                                       (184)             (378)            (599)            (816)
                                                           ----------       -----------       ----------      -----------
Earnings before accounting changes                              1,327             1,477            2,984            2,878
Cumulative effect of accounting changes                             -                 -           (1,015)            (169)
                                                           ----------       -----------       ----------    -------------
Net Earnings                                                    1,327             1,477            1,969            2,709
Dividends                                                        (430)             (508)            (961)          (1,006)
Retained earnings at beginning of period                       24,789            21,956           24,678           21,222
                                                           ----------       -----------       ----------    -------------
Retained earnings at end of period                         $   25,686      $     22,925      $    25,686   $       22,925
                                                           ==========       ===========       ==========    =============
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                    Condensed Statement of Financial Position
<TABLE>
<CAPTION>

                                                                     June 29,        December 31,
(Dollars in millions)                                                  2002              2001
                                                                  ---------------  ----------------
                                                                    (Unaudited)
<S>                                                               <C>              <C>
Assets
Cash and equivalents                                              $         8,580  $         7,314
Investment securities                                                     106,592          100,138
Financing receivables:
   Time sales and loans, net of deferred income                           132,854          122,686
   Investment in financing leases, net of deferred income                  57,734           56,147
                                                                  ---------------  ---------------
                                                                          190,588          178,833
   Allowance for losses on financing receivables                           (5,215)          (4,801)
                                                                  ---------------  ---------------
       Financing receivables - net                                        185,373          174,032
Insurance receivables - net                                                28,423           27,317
Other receivables - net                                                    13,801           13,267
Inventories                                                                   266              270
Equipment on operating leases (at cost), less accumulated
   amortization of $10,048 and $9,135                                      29,325           27,320
Intangible assets                                                          22,295           20,757
Other assets                                                               65,970           55,069
                                                                  ---------------  ---------------
     Total assets                                                 $       460,625  $       425,484
                                                                  ===============  ===============
Liabilities and share owners' equity
Short-term borrowings                                             $       133,772  $       160,844
Long-term borrowings:
   Senior                                                                 123,193           77,920
   Subordinated                                                             1,255            1,171
Insurance liabilities, reserves and annuity benefits                      128,974          114,223
Other liabilities                                                          30,455           30,352
Deferred income taxes                                                       8,992            8,117
                                                                  ---------------  ---------------
       Total liabilities                                                  426,641          392,627
                                                                  ---------------  ---------------
Minority interest in equity of consolidated affiliates                      4,341            4,267
                                                                  ---------------  ---------------
Accumulated gains/(losses) - net
   Investment securities                                                      230             (348)
   Currency translation adjustments                                          (929)            (840)
   Derivatives qualifying as hedges                                        (1,333)            (890)
                                                                  ---------------  ---------------
Accumulated non-owner changes in share owners' equity                      (2,032)          (2,078)
Capital stock                                                                  11               11
Additional paid-in capital                                                  5,978            5,979
Retained earnings                                                          25,686           24,678
                                                                  ---------------  ---------------
       Total share owners' equity                                          29,643           28,590
                                                                  ---------------  ---------------
       Total liabilities and share owners' equity                 $       460,625  $       425,484
                                                                  ===============  ===============
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                        Condensed Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Six months ended
                                                                             -------------------------------
(Dollars in millions)                                                            June 29,          June 30,
                                                                                   2002              2001
                                                                             -------------     -------------
<S>                                                                          <C>               <C>
Cash Flows from Operating Activities
Net earnings                                                                 $       1,969     $       2,709
Adjustments to reconcile net earnings to cash provided from operating
   activities:
     Cumulative effect of accounting changes                                         1,015               169
     Provision for losses on financing receivables                                   1,447               979
     Depreciation and amortization of buildings and equipment and
       equipment on operating leases                                                 1,720             1,590
     Other - net                                                                     2,266             4,831
                                                                             -------------     -------------
         Cash from operating activities                                              8,417            10,278
                                                                             -------------     -------------
Cash Flows from Investing Activities
Increase in loans to customers                                                     (88,786)          (64,610)
Principal collections from customers - loans                                        83,731            62,060
Investment in equipment for financing leases                                       (11,061)           (7,832)
Principal collections from customers - financing leases                              8,772             8,157
Net change in credit card receivables                                                 (270)            1,219
Buildings and equipment and equipment on operating leases:
     - additions                                                                    (4,699)           (6,394)
     - dispositions                                                                  2,475             3,511
Payments for principal businesses purchased, net of cash acquired                   (5,244)           (3,280)
Purchases of securities by insurance and annuity businesses                        (24,978)          (23,812)
Dispositions and maturities of securities by insurance and annuity
   businesses                                                                       21,964            20,080
Other - net                                                                         (1,248)           (1,015)
                                                                             -------------     -------------
         Cash used for investing activities                                        (19,344)          (11,916)
                                                                             -------------     -------------
Cash Flows from Financing Activities
Net change in borrowings (maturities 90 days or less)                              (35,883)              431
Newly issued debt:
                  - short-term (maturities 91-365 days)                              1,710             2,333
                  - long-term (longer than one year)                                56,569             8,848
Proceeds - nonrecourse, leveraged lease debt                                           585               856
Repayments and other reductions:
                  - short-term (maturities 91-365 days)                            (12,057)           (5,895)
                  - long-term (longer than one year)                                   188            (3,878)
Principal payments - nonrecourse, leveraged lease debt                                (321)             (170)
Proceeds from sales of investment contracts                                          3,817             3,610
Cash received upon assumption of insurance liabilities                               2,406                 -
Redemption of investment contracts                                                  (3,860)           (3,587)
Dividends paid                                                                        (961)           (1,006)
                                                                             -------------     -------------
         Cash from financing activities                                             12,193             1,542
                                                                             -------------     -------------
Increase/(decrease) in Cash and Equivalents During the Period                        1,266               (96)
Cash and Equivalents at Beginning of Period                                          7,314             6,052
                                                                             -------------     -------------
Cash and Equivalents at End of Period                                        $       8,580     $       5,956
                                                                             =============     =============
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              Notes to Condensed, Consolidated Financial Statements
                                   (Unaudited)

     1. The accompanying condensed,  consolidated quarterly financial statements
represent the consolidation of General Electric Capital  Services,  Inc. and all
majority-owned  and controlled  affiliates  (collectively  called  "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 quarterly financial statements
should not be regarded as necessarily indicative of results that may be expected
for the entire year.

     3. The Financial Accounting Standards Board's (FASB) Statement of Financial
Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets, generally
became  effective  on  January 1, 2002.  Under SFAS 142,  goodwill  is no longer
amortized but is tested for impairment using a fair value methodology.

     GECS ceased amortizing goodwill effective January 1, 2002.  Simultaneously,
to maintain a consistent  basis for its measurement of  performance,  management
revised  previously-reported  segment  information to correspond to the earnings
measurements by which  businesses  were to be evaluated.  In accordance with the
requirements  of  SFAS  131,  Reporting  Segments  of  a  Business   Enterprise,
previously  reported  segment  results  (presented  under the heading  Operating
Segments  on pages 8 and 13),  have been  restated  to be  consistent  with 2002
reporting.  Goodwill  amortization  expense for the quarter and six months ended
June 30, 2001,  was $172 million ($134 million after tax) and $346 million ($273
million  after tax),  respectively.  The effect on earnings  of  excluding  such
goodwill  amortization  from the  second  quarter  and first six  months of 2001
follow:
<TABLE>
<CAPTION>
                                                       Second quarter ended               Six months ended
                                             --------------------------------    ---------------------------------
(Dollars in millions)                         June 29, 2002    June 30, 2001      June 29, 2002     June 30, 2001
                                             --------------- ----------------    --------------- -----------------
<S>                                          <C>             <C>                 <C>              <C>
Earnings before accounting changes           $       1,327   $         1,477     $         2,984  $         2,878
                                             --------------- ----------------    ---------------- ----------------
Earnings before accounting changes,
     excluding 2001 goodwill amortization    $       1,327   $         1,611     $         2,984  $         3,151
                                             --------------- ----------------    ---------------- ----------------
Net earnings                                 $       1,327   $         1,477     $         1,969  $         2,709
                                             --------------- ----------------    ---------------- ----------------
Net earnings, excluding 2001 goodwill
     amortization                            $       1,327   $         1,611     $         1,969  $         2,982
                                             --------------- ----------------    ---------------- ----------------
</TABLE>

     Under  SFAS  142,  GECS was  required  to test all  existing  goodwill  for
impairment as of January 1, 2002, on a "reporting  unit" basis. A reporting unit
is the operating  segment  unless,  at businesses one level below that operating
segment (the "component" level),  discrete financial information is prepared and
regularly reviewed by management,  in which case such component is the reporting
unit.

     A fair  value  approach  is  used  to  test  goodwill  for  impairment.  An
impairment  charge is recognized  for the amount,  if any, by which the carrying
amount of goodwill exceeds its fair value.  Fair values were  established  using
discounted  cash flows.  When available and as appropriate,  comparative  market
multiples were used to corroborate discounted cash flow results.

     The result of testing  goodwill of GECS for  impairment in accordance  with
SFAS 142, as of January 1, 2002, was a non-cash charge of $1,204 million ($1,015
million  after tax),  which is reported  in the  caption  "Cumulative  effect of
accounting changes". Substantially all of the charge relates to the IT Solutions
business and the GE Auto and Home business,  a direct subsidiary of GE Financial
Assurance.  The primary  factors  resulting  in the  impairment  charge were the
difficult  economic  environment  in  the  information   technology  sector  and
heightened  price  competition  in the auto  insurance  industry.  No impairment
charge was appropriate under the FASB's previous goodwill  impairment  standard,
which was based on undiscounted cash flows.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                         At June 29, 2002                       At December 31, 2001
                                                -----------------------------------     -----------------------------------
     Intangibles Subject to Amortization        Gross Carrying        Accumulated       Gross Carrying        Accumulated
                                                    Amount           Amortization           Amount           Amortization
                                                ----------------   ----------------     ----------------  -----------------
<S>                                             <C>                <C>                    <C>               <C>
     (Dollars in millions)
     Present value of future profits (PVFP)     $    5,752         $        (3,434)       $   5,504         $      (3,306)
     Capitalized software                            1,389                    (500)           1,307                  (406)
     Servicing assets                                3,942                  (3,081)           3,768                (2,629)
     All other                                         851                    (498)           1,092                  (506)
                                                ----------------   ----------------     ----------------  ------------------
     Total                                      $   11,934         $        (7,513)       $  11,671         $      (6,847)
                                                ================   ================     ================  ==================
</TABLE>
     Amortization  expense related to intangible assets,  excluding goodwill for
the  second  quarter  of 2002 and  2001,  was  $451  million  and $382  million,
respectively  and for the first six months of 2002 and 2001 was $721 million and
$621 million,  respectively.  The estimated  percentage of the December 31, 2001
net PVFP balance to be amortized over each of the next five years follows:

                           2002                             13.0%
                           2003                             10.5%
                           2004                              8.9%
                           2005                              7.6%
                           2006                              6.3%

     Amortization  Expense  for  PVFP in  future  periods  will be  affected  by
acquisitions,  realized  capital  gains/losses  or other  factors  affecting the
ultimate  amount of gross  profits  realized  from  certain  lines of  business.
Similarly,  future  amortization  expense for other  intangibles  will depend on
acquisition activity and other business transactions.

Goodwill
--------
        Goodwill balances follow:
<TABLE>
<CAPTION>
                            Consumer         Equipment     Mid-Market     Specialized      Specialty
(Dollars in millions)       Services        Management     Financing       Financing       Insurance      All Other        Total
                          ------------    -------------   -----------    ------------    ------------    -----------    -----------
<S>                      <C>              <C>              <C>           <C>             <C>             <C>            <C>
Balance,
  December 31, 2001       $    5,785       $   1,209       $   2,592     $       38       $   1,414       $  4,895       $  15,933
Acquisitions/Purchase
  Price Accounting
  Adjustments                  1,570              63             353            519               -            251           2,756
Transition Impairment
  (Pre-Tax)                        -               -               -              -               -         (1,204)         (1,204)
All Other                        232              23              12              2             120              -             389
                          ------------    -------------   -----------    ------------    ------------    -----------    -----------
Balance, June 29, 2002    $    7,587       $   1,295       $   2,957      $     559       $   1,534      $   3,942       $  17,874
                          ============    =============   ===========    ============    ============    ===========    ===========
</TABLE>

     As previously disclosed,  GECS acquired Heller Financial,  Inc. (Heller) on
October 24, 2001.  GECS  substantially  completed  its purchase  accounting  for
Heller during the second  quarter of 2002.

     4. At January 1, 2001,  GECS adopted SFAS 133,  Accounting  for  Derivative
Instruments and Hedging Activities,  as amended.  Under SFAS 133, all derivative
instruments are recognized in the statement of financial  position at their fair
values. The cumulative effect of adopting this standard was a one-time reduction
of net  earnings in the first  quarter of 2001 of $49  million  and  comprised a
portion of the effect of marking to market  options and currency  contracts used
for hedging. Also at January 1, 2001, GECS adopted the consensus of the Emerging
Issues  Task  Force of the  FASB on  accounting  for  impairment  of  beneficial
interests (EITF 99-20).  Under this consensus,  impairment of certain beneficial
interests in securitized  assets must be recognized  when the asset's fair value
is below its  carrying  value and it is probable  that there has been an adverse
change in estimated cash flows. The cumulative effect of adopting EITF 99-20 was
a  one-time  reduction  of net  earnings  in the first  quarter  of 2001 of $120
million.
                                       5
<PAGE>

     5. A summary of  increases/(decreases)  in share owners' equity that do not
result  directly  from  transactions  with share  owners,  net of income  taxes,
follows:
<TABLE>
<CAPTION>
                                                                              Second quarter ended
                                                                            --------------------------
(Dollars in millions)                                                         6/29/02         6/30/01
                                                                            --------------------------
<S>                                                                         <C>              <C>
Net earnings                                                                $   1,327        $  1,477
Investment securities - net changes in value                                      999            (982)
Currency translation adjustments                                                  177             (48)
Derivatives qualifying as hedges - net changes in value                          (779)            347
                                                                            ----------      ----------
Total                                                                       $   1,724        $    794
                                                                            ==========      ==========

                                                                                Six months ended
                                                                            --------------------------
(Dollars in millions)                                                         6/29/02         6/30/01
                                                                            --------------------------
Net earnings                                                                $   1,969        $  2,709
Investment securities - net changes in value                                      578             (66)
Currency translation adjustments                                                  (89)            158
Derivatives qualifying as hedges - net changes in value                          (443)            (78)
Cumulative effect on share owners' equity of adopting SFAS 133                      -            (849)
                                                                            ----------      ----------
Total                                                                       $   2,015        $  1,874
                                                                            ==========      ==========
</TABLE>

     6.  Revenues  and net  earnings  before  accounting  changes  of  GECS,  by
operating  segment,  for the quarter and six months ended June 29, 2002 and June
30,  2001  can be  found in the  consolidated  tables  on pages 8 and 13 of this
report, respectively.


                                       6
<PAGE>

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

A. Results of Operations - Second  quarter of 2002 compared with second  quarter
   of 2001

Overview

     GECS net earnings before accounting  changes (discussed in notes 3 and 4 to
the condensed, consolidated financial statements) for the second quarter of 2002
were $1,327  million,  a $150 million (10%)  decrease from the second quarter of
2001. Excluding the effect of the prior year goodwill amortization ($134 million
after tax), net earnings before accounting changes decreased 18% reflecting $350
million of after tax  adjustments  to  estimates  of  prior-year  loss events at
Employers  Reinsurance  Corporation,  a direct subsidiary of GE Global Insurance
Holdings,  increased  credit  losses,  $270  million  lower after tax gains from
investment  securities  (including  a  $110  million  after  tax  impairment  on
WorldCom,   Inc.   bonds)  and  $55   million   after  tax  of  lower  gains  on
securitizations.  These decreases were partially  offset by  contributions  from
acquisitions,  productivity and origination growth.  Contributions from acquired
companies  to net  earnings  in the  second  quarter  of 2002 and 2001  included
approximately  $168  million and $20  million,  respectively.  Acquisitions  are
integrated  as quickly as  possible;  only  earnings  during the first 12 months
following the quarter in which the acquisition is completed are considered to be
related to acquired companies.

Operating Results

     Total  revenues  decreased  $547  million  (4%) to $13,852  million for the
second quarter of 2002,  compared with $14,399 million for the second quarter of
2001. This decrease  primarily  resulted from $325 million pretax of adjustments
to  estimates  of  prior-year  loss  events  at GE  Global  Insurance  Holdings,
portfolio losses at GE Financial Assurance (including $167 million ($110 million
after tax) of pretax impairment on WorldCom,  Inc. bonds),  and the absence of a
current year counterpart to Americom which was divested in the fourth quarter of
2001, the combination of which were partially offset by acquisitions.

     Interest  expense on borrowings  for the second  quarter of 2002 was $2,429
million,  9% lower than for the second quarter of 2001.  The decrease  reflected
the effects of lower interest rates,  partially  offset by the effects of higher
average  borrowings used to finance  acquisitions and asset growth.  The average
composite  interest rate on GECS'  borrowings for the second quarter of 2002 was
4.00% compared with 5.46% in the second quarter of 2001.

     Operating and  administrative  expenses were $3,682  million for the second
quarter of 2002,  a 7% decrease  over the second  quarter of 2001.  The decrease
primarily  reflected  productivity  gains in the Consumer Services and Equipment
Management segments and a decrease in amortization  expense related to goodwill,
as in accordance with SFAS 142 GECS ceased amortizing goodwill effective January
1, 2002. These decreases were partially  offset by operating and  administrative
expenses associated with recent acquisitions.

     Cost  of  goods  sold is  associated  with  activities  of  GECS'  computer
equipment  distribution  business.  This cost  amounted to $822  million for the
second  quarter of 2002,  compared  with $866 million for the second  quarter of
2001. The decrease primarily reflected volume declines at IT Solutions.

     Insurance  losses and  policyholder  and  annuity  benefits  decreased  $23
million to $3,689  million  for the second  quarter of 2002,  compared  with the
second  quarter of 2001.  The decrease is primarily a result of reduced  premium
volume at GE Financial  Assurance and favorable  development  on prior year loss
reserves at Mortgage Insurance,  partially offset by adverse development on loss
reserves  at  GE  Global   Insurance   Holdings  and  the  effects  of  business
acquisitions.

     Provision  for losses on  financing  receivables  were $785 million for the
second  quarter of 2002  compared  with $496  million for the second  quarter of
2001. These  provisions  principally  relate to consumer  receivables and leases
(private-label  credit cards, bank credit cards,  personal loans and auto loans)
as well as commercial receivables (commercial,  industrial,  and equipment loans
and leases),  all of which are  discussed  below under  Portfolio  Quality.  The
increase in the provision  reflected higher average receivable  balances,  while
the mix of commercial  receivables,  which  historically  have lower losses than
consumer  receivables,  increased as a percentage  of the total  portfolio.  The
increase  also  reflected  increased  reserve  requirements  in  the  Mid-Market
Financing  businesses  consistent with economic  trends.  Future  provisions for
losses will depend primarily on the size of the portfolio,  which is expected to
continue to grow, and on associated business and economic conditions.

     Depreciation  and  amortization of buildings and equipment and equipment on
operating  leases  increased  to $894  million  for the second  quarter of 2002,
compared  with $797  million for the second  quarter of 2001.  The  increase was
principally  the  result of higher  levels of  equipment  on  operating  leases,
primarily  reflecting  origination growth and acquisitions,  partially offset by
the divestiture of Americom.

                                       7
<PAGE>

     Provision for income taxes was $184 million for the second  quarter of 2002
(an  effective  tax rate of 12.2%),  compared  with $378  million for the second
quarter of 2001 (an effective tax rate of 20.4%).  The lower  effective tax rate
primarily  reflected the impact of reduced pre-tax income discussed  previously,
increased low taxed earnings from international operations,  and the benefits of
a settlement with the Internal  Revenue  Service ("IRS")  resulting from revised
IRS  regulations,  allowing the  deductibility  of  previously  realized  losses
associated  with the prior  disposition of Kidder Peabody  preferred  stock that
were larger than the prior year tax benefits from restructuring at Penske.

Operating Segments

     Revenues and net earnings before  accounting  changes of GECS, by operating
segment,  for the  second  quarter  ended  June 29,  2002 and June 30,  2001 are
summarized  and  discussed   below.   Second  quarter  2001  amounts  have  been
reclassified  to  conform  to the 2002  presentation,  which  reflects  changes,
effective  as of January  1, 2002,  in GECS'  internal  organization  and in the
amortization of goodwill.  Asia/Pacific  operations previously managed by region
are now managed and reported by the respective operating business. Also, certain
businesses,  primarily IT Solutions and GE Auto and Home, previously in separate
segments are now reviewed  directly by the chief operating  decision maker,  and
are therefore designated as operating segments.  Because none of these operating
segments qualifies as a reporting segment, they have been combined for reporting
purposes and have been presented in "All Other".

Consolidated
                                             Second quarter ended
                                        ------------------------------
(Dollars in millions)                    6/29/02            6/30/01
                                        ------------------------------
Revenues
Consumer Services                        $   5,330          $   5,618
Equipment Management                         1,733              1,768
Mid-Market Financing                         2,346              1,920
Specialized Financing                          784                727
Specialty Insurance                          2,446              2,981
All Other                                    1,213              1,385
                                        -----------        -----------
     Total revenues                      $  13,852          $  14,399
                                        ===========        ===========
Net earnings
Consumer Services                        $     559          $     586
Equipment Management                           183                360
Mid-Market Financing                           392                277
Specialized Financing                          171                161
Specialty Insurance                            (50)               279
All Other                                       72                (52)
                                        -----------        -----------
     Net earnings                        $   1,327          $   1,611
                                        ===========        ===========

Following is a discussion of revenues and net earnings from operating segments.

Consumer Services
                                            Second quarter ended
                                        ------------------------------
(Dollars in millions)                      6/29/02            6/30/01
                                        ------------------------------
Revenues
Global Consumer Finance                   $  1,501          $   1,370
GE Financial Assurance                       2,817              3,198
GE Card Services                               962                956
Other Consumer Services                         50                 94
                                        -----------        -----------
     Total revenues                       $  5,330          $   5,618
                                        ===========        ===========
Net earnings
Global Consumer Finance                   $    323          $     242
GE Financial Assurance                          53                149
GE Card Services                               176                187
Other Consumer Services                          7                  8
                                        -----------        -----------
     Net earnings                         $    559          $     586
                                        ===========        ===========

                                       8
<PAGE>
     Consumer  Services  revenues  decreased  5% and net  earnings  decreased 5%
compared with the second  quarter of 2001, as the effects of  acquisitions  were
more than offset by lower earnings at GE Financial  Assurance,  which  reflected
impairment of $167 million  pretax ($110  million  after tax) of WorldCom,  Inc.
bonds,  decreased premium volume, and the planned transition of the restructured
Toho  insurance  policies.  GE  Financial  Assurance  had $42 million  remaining
exposure to WorldCom,  Inc. at June 29, 2002. Other Consumer  Services  revenues
decreased as a result of the planned  run-off of the U.S. auto finance  business
portfolio.  Consumer  Services net earnings  decreased  primarily as a result of
losses recognized on the impairment of investments at GE Financial  Assurance as
well as lower  securitization gains at GE Financial Assurance and Card Services,
the combination of which more than offset increased productivity at GE Financial
Assurance and Global Consumer Finance,  increased volume growth and acquisitions
at Global Consumer Finance and volume growth at Card Services.

Equipment Management
                                             Second quarter ended
                                         ------------------------------
(Dollars in millions)                       6/29/02            6/30/01
                                         ------------------------------
Revenues
Aviation Services (GECAS)                 $     683          $     589
Americom                                          -                118
Other Equipment Management                    1,050              1,061
                                         -----------        -----------
    Total revenues                        $   1,733          $   1,768
                                         ===========        ===========
Net earnings
Aviation Services (GECAS)                 $     117          $     155
Americom                                          -                 34
Other Equipment Management                       66                171
                                         -----------        -----------
    Net earnings                          $     183          $     360
                                         ===========        ===========

     Equipment  Management  revenues  and net  earnings  decreased  2% and  49%,
respectively  in the second  quarter of 2002,  compared  with the  corresponding
period  in 2001,  reflecting  the  absence  of a  counterpart  to 2001  Americom
revenues  following its  divestiture  in the fourth  quarter of 2001,  partially
offset by volume growth at GECAS.  The decrease in net earnings is  attributable
to prior year tax  benefits  from  restructuring  at Penske  (included  in Other
Equipment  Management),  decreased  gains  from  asset  sales at  GECAS  and the
divestiture of Americom,  partially  offset by volume growth and acquisitions at
GECAS.  As a result of the  divestiture  of  Americom,  GECS  received an equity
interest in SES Global, which is included in the Specialized Financing segment.


Mid-Market Financing
                                            Second quarter ended
                                        ------------------------------
(Dollars in millions)                      6/29/02           6/30/01
                                        ------------------------------
Revenues
Commercial Equipment Financing            $  1,170         $     997
Commercial Finance                             554               436
Vendor Financial Services                      554               487
Other Mid-Market Financing                      68                 -
                                        -----------        -----------
     Total revenues                       $  2,346         $   1,920
                                        ===========        ===========
Net earnings
Commercial Equipment Financing            $    165         $     119
Commercial Finance                             138                92
Vendor Financial Services                       74                62
Other Mid-Market Financing                      15                 4
                                        -----------        -----------
     Net earnings                         $    392         $     277
                                        ===========        ===========

                                       9
<PAGE>
     Mid-Market  Financing  revenues  and net  earnings  increased  22% and 42%,
respectively,  in the second quarter of 2002 compared with the second quarter of
2001. The increase in revenues  principally  reflected  acquisitions  across all
businesses.   The  increase  in  net  earnings   reflected   contributions  from
acquisitions across all businesses,  partially offset by higher credit losses at
Commercial  Finance,   Commercial   Equipment  Financing  and  Vendor  Financial
Services.  Other  Mid-Market  Financing also includes  results of the Healthcare
Financial Services  business,  which was recently launched primarily from assets
acquired in the October, 2001, acquisition of Heller Financial, Inc. ("Heller").

Specialized Financing
                                            Second quarter ended
                                        ----------------------------
(Dollars in millions)                      6/29/02          6/30/01
                                        ----------------------------
Revenues
Real Estate                              $     557        $     461
Structured Finance Group                       296              275
GE Equity                                      (87)             (21)
Other Specialized Financing                     18               12
                                        -----------      -----------
    Total revenues                       $     784        $     727
                                        ===========      ===========
Net earnings
Real Estate                              $     133        $     123
Structured Finance Group                       125              106
GE Equity                                      (85)             (64)
Other Specialized Financing                     (2)              (4)
                                        -----------      -----------
    Net earnings                         $     171        $     161
                                        ===========      ===========

     Specialized  Financing  revenues increased 8% in the second quarter of 2002
as a result of  acquisitions  at Real Estate and  Structured  Finance  Group and
revenues  associated with Structured Finance Group's equity method investment in
SES  Global  (acquired  in the  fourth  quarter  of 2001),  partially  offset by
increased  asset losses on  investments  at GE Equity and reduced asset gains at
Structured  Finance Group and Real Estate. GE Equity manages equity  investments
in early-stage,  early growth, pre-IPO companies.  Revenues at GE Equity include
income, gains and losses on such investments.  During the second quarter of 2002
and 2001, losses on GE Equity's  investments exceeded gains and other investment
income,  resulting  in negative  revenues.  Specialized  Financing  net earnings
increased 6% as a result of  acquisitions  at Real Estate and volume  growth and
net income  associated  with the equity  investment  in SES Global at Structured
Finance Group,  the combination of which more than offset increased asset losses
at GE Equity and reduced asset gains at Structured Finance Group.

Specialty Insurance
                                           Second quarter ended
                                        ----------------------------
(Dollars in millions)                      6/29/02          6/30/01
                                        ----------------------------
Revenues
Mortgage Insurance                       $     256          $   270
GE Global Insurance Holdings                 2,076            2,565
Other Specialty Insurance                      114              146
                                        -----------        ---------
     Total revenues                      $   2,446          $ 2,981
                                        ===========        =========
Net earnings
Mortgage Insurance                       $     133          $    93
GE Global Insurance Holdings                  (236)             140
Other Specialty Insurance                       53               46
                                        -----------        ---------
     Net earnings                        $     (50)         $   279
                                        ===========        =========


                                       10
<PAGE>
     Specialty  Insurance  revenues  decreased 18% in the second quarter of 2002
primarily as a result of reduced premiums resulting from $325 million of pre-tax
adjustments to estimates of prior-year loss events,  lower investment  income at
GE Global Insurance  Holdings and reduced gains at GE Global Insurance  Holdings
and Mortgage  Insurance.  The  decrease in Other  Specialty  Insurance  revenues
related to the  portfolio  run-off at  Mortgage  Services,  partially  offset by
increased  investment gains at Financial Guaranty  Insurance  Company.  The 118%
decrease in Specialty  Insurance net earnings  during the second quarter of 2002
resulted  from $350 million of  after-tax  adjustments  (including  both reduced
revenues and  increased  costs) to estimates of  prior-year  loss events,  lower
investment income at GE Global Insurance Holdings,  and reduced investment gains
at GE Global  Insurance  Holdings and Mortgage  Insurance,  partially  offset by
favorable  development on prior year loss reserves and volume growth at Mortgage
Insurance, primarily in Canada and Australia.

All Other GECS
                                                Second quarter ended
                                           ----------------------------
(Dollars in millions)                         6/29/02          6/30/01
                                           ----------------------------
Revenues
IT Solutions                                $     994          $ 1,090
Other                                             219              295
                                           -----------       ----------
     Total revenues                         $   1,213          $ 1,385
                                           ===========       ==========
Net earnings
IT Solutions                                $       7          $    (4)
Other                                              65              (48)
                                           -----------       ----------
     Net earnings                           $      72          $   (52)
                                           ===========       ==========

     All Other GECS decline in revenues  primarily  related to reduced volume at
IT Solutions,  including the effects of exiting lower performing businesses. The
increase  in All  Other  GECS  net  earnings  reflects  the  inclusion  of a tax
settlement  with the IRS resulting  from revised IRS  regulations,  allowing the
deductibility   of  previously   realized  losses   associated  with  the  prior
disposition  of Kidder  Peabody  preferred  stock and the  recovery of state tax
benefits.  Corporate  expenses  were  also  lower  in  2002.  The  net  earnings
improvement in IT Solutions related to exiting lower performing businesses.


                                       11
<PAGE>

B.   Results of Operations - First half of 2002 compared with first half of 2001

Overview

     GECS net earnings before accounting  changes (discussed in notes 3 and 4 to
the condensed,  consolidated  financial  statements) for the first six months of
2002 were $2,984 million, a $106 million (4%) increase from the first six months
of 2001.  Excluding  the effect of the prior year  goodwill  amortization  ($273
million  after  tax),  net  earnings  before  accounting  changes  decreased  5%
reflecting  increased  credit  losses,  $367 million  lower after tax gains from
investment  securities  (including  a  $110  million  after  tax  impairment  on
WorldCom,  Inc.  bonds),  $385  million  after tax  adjustments  to estimates of
prior-year loss events at Employers Reinsurance Corporation, a direct subsidiary
of GE Global  Insurance  Holdings,  and $82 million  after tax of lower gains on
securitizations.  These decreases were partially  offset by  contributions  from
acquisitions,  productivity  and  origination  growth,  as well as, lower taxes.
Contributions from acquired companies to net earnings in the first six months of
2002 and 2001 included approximately $317 million and $37 million, respectively.
Acquisitions  are  integrated as quickly as possible;  only earnings  during the
first 12 months  following the quarter in which the acquisition is completed are
considered to be related to acquired companies.

Operating Results

     Total revenues  decreased  $1,371  million (5%) to $27,751  million for the
first six months of 2002, compared with $29,122 million for the first six months
of  2001.  This  decrease   primarily  resulted  from  $325  million  of  pretax
adjustments  to  estimates  of  prior-year  loss  events at GE Global  Insurance
Holdings,  reduced market interest rates, volume decreases at IT Solutions,  the
absence of revenues  from Americom  which was divested in the fourth  quarter of
2001, lower securitization gains, and portfolio losses at GE Financial Assurance
(including  $167  million  ($110  million  after tax) of pretax  impairments  of
WorldCom,  Inc.  bonds),  the  combination  of which  were  partially  offset by
acquisitions.

     Interest  expense on borrowings for the first six months of 2002 was $4,717
million, 15% lower than for the first six months of 2001. The decrease reflected
the effects of lower interest rates,  partially  offset by the effects of higher
average  borrowings used to finance  acquisitions and asset growth.  The average
composite interest rate on GECS' borrowings for the first six months of 2002 was
4.03% compared with 5.60% in the first six months of 2001.

     Operating and administrative expenses were $7,408 million for the first six
months of 2002,  a 9% decrease  over the first six months of 2001.  The decrease
primarily  reflected  productivity  gains in the Consumer Services and Equipment
Management segments and a decrease in amortization  expense related to goodwill,
as in accordance with SFAS 142 GECS ceased amortizing goodwill effective January
1, 2002. These decreases were partially  offset by operating and  administrative
expenses associated with recent acquisitions.

     Cost  of  goods  sold is  associated  with  activities  of  GECS'  computer
equipment  distribution  business.  This cost amounted to $1,564 million for the
first six months of 2002,  compared with $1,827 million for the first six months
of 2001. The decrease primarily reflected volume declines at IT Solutions.

     Insurance losses and policyholder and annuity benefits increased $3 million
to $7,238 million for the first six months of 2002,  compared with the first six
months of 2001.  The  increase is primarily a result of adverse  development  on
loss  reserves  at GE Global  Insurance  Holdings  and the  effects of  business
acquisitions,  offset by reduced  premium  volume at GE Financial  Assurance and
favorable development on prior year loss reserves at Mortgage Insurance.

     Provision for losses on financing  receivables  were $1,447 million for the
first six months of 2002  compared with $979 million for the first six months of
2001. These  provisions  principally  relate to consumer  receivables and leases
(private-label  credit cards, bank credit cards,  personal loans and auto loans)
as well as commercial receivables (commercial,  industrial,  and equipment loans
and leases),  all of which are  discussed  below under  Portfolio  Quality.  The
increase in the provision  reflected higher average receivable  balances,  while
the mix of commercial  receivables,  which  historically  have lower losses than
consumer  receivables,  increased as a percentage  of the total  portfolio.  The
increase  also  reflected  increased  reserve  requirements  in  the  Mid-Market
Financing  businesses  consistent with economic  trends.  Future  provisions for
losses will depend primarily on the size of the portfolio,  which is expected to
continue to grow, and on associated business and economic conditions.

     Depreciation  and  amortization of buildings and equipment and equipment on
operating  leases  increased to $1,720 million for the first six months of 2002,
compared with $1,590  million for the first six months of 2001. The increase was
principally  the  result of higher  levels of  equipment  on  operating  leases,
primarily reflecting origination growth and acquisitions.

                                       12
<PAGE>

     Provision  for income  taxes was $599  million  for the first six months of
2002 (an effective tax rate of 16.7%),  compared with $816 million for the first
six months of 2001 (an  effective  tax rate of 22.1%).  The lower  effective tax
rate  primarily  reflected  the  impact  of  reduced  pre-tax  income  discussed
previously,  increased low taxed earnings from international operations, and the
benefits of a settlement  with the IRS resulting  from revised IRS  regulations,
allowing the  deductibility  of previously  realized losses  associated with the
prior  disposition of Kidder Peabody  preferred  stock that were larger than the
prior year tax benefits from restructuring at Penske.

Operating Segments

     Revenues and net earnings before  accounting  changes of GECS, by operating
segment,  for the first six months of 2002 and 2001 are summarized and discussed
below.  First half of 2001 amounts have been reclassified to conform to the 2002
presentation,  which reflects changes, effective as of January 1, 2002, in GECS'
internal  organization  and  in  the  amortization  of  goodwill.   Asia/Pacific
operations  previously  managed by region are now  managed  and  reported by the
respective operating business. Also, certain businesses,  primarily IT Solutions
and GE Auto and Home,  previously in separate segments are now reviewed directly
by the chief operating decision maker, and are therefore designated as operating
segments.  Because  none of these  operating  segments  qualifies as a reporting
segment,  they have been combined for reporting purposes and have been presented
in "All Other".

Consolidated
                                                    Six months ended
                                               -----------------------------
(Dollars in millions)                           6/29/02            6/30/01
                                               -----------------------------
Revenues
Consumer Services                              $  10,740          $  11,310
Equipment Management                               3,332              3,613
Mid-Market Financing                               4,617              3,871
Specialized Financing                              1,504              1,562
Specialty Insurance                                5,231              5,869
All Other                                          2,327              2,897
                                               ----------        -----------
     Total revenues                            $  27,751          $  29,122
                                               ==========        ===========
Earnings before accounting changes
Consumer Services                              $   1,263          $   1,234
Equipment Management                                 352                666
Mid-Market Financing                                 746                569
Specialized Financing                                389                280
Specialty Insurance                                  184                549
All Other                                             50               (147)
                                               ----------        -----------
     Total earnings before accounting changes  $   2,984          $   3,151
                                               ==========        ===========

     Following is a discussion  of revenues and net earnings  before  accounting
changes from operating segments.  For purposes of this discussion,  net earnings
before accounting changes is referred to as net earnings.

                                       13
<PAGE>

Consumer Services
                                                    Six months ended
                                               ----------------------------
(Dollars in millions)                           6/29/02             6/30/01
                                               ----------------------------
Revenues
Global Consumer Finance                         $  2,971          $   2,688
GE Financial Assurance                             5,800              6,298
GE Card Services                                   1,865              2,078
Other Consumer Services                              104                246
                                               ---------        -----------
     Total revenues                             $ 10,740          $  11,310
                                               =========        ===========
Net earnings
Global Consumer Finance                         $    643          $     539
GE Financial Assurance                               226                308
GE Card Services                                     387                364
Other Consumer Services                                7                 23
                                               ---------        -----------
     Net earnings                               $  1,263          $   1,234
                                               =========        ===========

     Consumer Services net earnings  increased 2% on revenues that were 5% lower
compared with the first six months of 2001.  Revenues  decreased at GE Financial
Assurance and Card Services,  and were partially offset by increased revenues at
Global  Consumer  Finance.  The  decrease  at GE  Financial  Assurance  included
impairment of $167 million  pretax ($110  million  after tax) of WorldCom,  Inc.
bonds,  declines from the planned  transition  of  restructured  Toho  insurance
policies and decreased  premium volume.  GE Financial  Assurance had $42 million
remaining  exposure to  WorldCom,  Inc. at June 29,  2002.  The decrease at Card
Services  related to exited  businesses and lower  securitizations.  The revenue
decreases at GE Financial  Assurance and Card Services were partially  offset by
acquisitions at all three major  businesses and volume growth at Global Consumer
Finance.  Other Consumer Services revenues  decreased as a result of the planned
run-off of the U.S. auto finance  business  portfolio.  The increase in Consumer
Services net earnings reflects acquisitions and volume growth at Global Consumer
Finance, volume growth at Card Services, as well as productivity at GE Financial
Assurance, the combination of which was partially offset by losses recognized on
the impairments of investments at GE Financial  Assurance,  lower securitization
gains at Card  Services  and the planned  run-off of the auto  finance  business
portfolio.

Equipment Management
                                                Six months ended
                                          ------------------------------
(Dollars in millions)                        6/29/02            6/30/01
                                          ------------------------------
Revenues
Aviation Services (GECAS)                  $   1,251          $   1,105
Americom                                           -                355
Other Equipment Management                     2,081              2,153
                                          -----------        -----------
    Total revenues                         $   3,332          $   3,613
                                          ===========        ===========
Net earnings
Aviation Services (GECAS)                  $     212          $     285
Americom                                           -                125
Other Equipment Management                       140                256
                                          -----------        -----------
    Net earnings                           $     352          $     666
                                          ===========        ===========

     Equipment  Management  revenues decreased 8% and net earnings decreased 47%
in the first six months of 2002 compared with the corresponding  period in 2001.
The decrease in revenues  principally  reflected the  divestiture of Americom in
the fourth quarter of 2001,  partially  offset by volume growth and acquisitions
at GECAS. The decrease in net earnings principally  reflected the divestiture of
Americom,  prior year tax benefits  from  restructuring  at Penske  (included in
Other Equipment Management),  and decreased gains from asset sales at GECAS, the
combination of which more than offset volume growth and  acquisitions  at GECAS.
As a result of the divestiture of Americom,  GECS received an equity interest in
SES Global, which is included in the Specialized Financing segment.

                                       14
<PAGE>
Mid-Market Financing
                                                Six months ended
                                          ------------------------------
(Dollars in millions)                        6/29/02           6/30/01
                                          ------------------------------
Revenues
Commercial Equipment Financing              $  2,251         $   1,953
Commercial Finance                             1,164               960
Vendor Financial Services                      1,089               958
Other Mid-Market Financing                       113                 -
                                          -----------        -----------
     Total revenues                         $  4,617         $   3,871
                                          ===========        ===========
Net earnings
Commercial Equipment Financing              $    333         $     239
Commercial Finance                               245               205
Vendor Financial Services                        141               119
Other Mid-Market Financing                        27                 6
                                          -----------        -----------
     Net earnings                           $    746         $     569
                                          ===========        ===========

     Mid-Market  Financing  revenues  and net  earnings  increased  19% and 31%,
respectively, in the first six months of 2002 compared with the first six months
of 2001. The increase in revenues principally reflected  acquisitions across all
businesses,  partially offset by decreased market interest rates.  Growth in net
earnings reflected the results of acquisitions across all businesses,  partially
offset by reduced asset gains at Commercial  Finance and higher credit losses at
Commercial  Finance,   Commercial   Equipment  Financing  and  Vendor  Financial
Services.  Other Mid-Market  Financing  principally  includes the results of the
Healthcare  Financial Services  business,  which was recently launched primarily
from assets acquired in the October, 2001, acquisition of Heller.

         Specialized Financing
                                                 Six months ended
                                          ------------------------------
(Dollars in millions)                       6/29/02             6/30/01
                                          ------------------------------
Revenues
Real Estate                                $   1,018          $   1,059
Structured Finance Group                         592                587
GE Equity                                       (142)              (110)
Other Specialized Financing                       36                 26
                                          -----------        -----------
    Total revenues                         $   1,504          $   1,562
                                          ===========        ===========
Net earnings
Real Estate                                $     295          $     255
Structured Finance Group                         254                212
GE Equity                                       (155)              (181)
Other Specialized Financing                       (5)                (6)
                                          -----------        -----------
    Net earnings                           $     389          $     280
                                          ===========        ===========

                                       15
<PAGE>
     Specialized  Financing  revenues  decreased  4% in the first six  months of
2002,  primarily  reflecting  lower market interest rates at Real Estate,  lower
asset  gains  at  Structured   Finance  Group  and  increased  asset  losses  on
investments at GE Equity,  partially  offset by  acquisitions at Real Estate and
Structured Finance Group and revenues associated with Structured Finance Group's
equity method investment in SES Global (acquired in the fourth quarter of 2001).
GE Equity  manages  equity  investments in  early-stage,  early growth,  pre-IPO
companies.  Revenues  at GE Equity  include  income,  gains  and  losses on such
investments. During the first six months of 2002 and 2001, losses on GE Equity's
investments  exceeded gains and other investment  income,  resulting in negative
revenues.  Specialized  Financing  net earnings  increased  39% in the first six
months of 2002,  reflecting  origination  growth at  Structured  Finance  Group,
acquisitions  at Real  Estate  and  Structured  Finance  Group  and  net  income
associated  with  Structured  Finance  Group's equity  investment in SES Global,
partially offset by lower asset gains at Structured Finance Group.

Specialty Insurance
                                                 Six months ended
                                          ----------------------------
(Dollars in millions)                        6/29/02          6/30/01
                                          ----------------------------
Revenues
Mortgage Insurance                         $     536          $   579
GE Global Insurance Holdings                   4,483            5,062
Other Specialty Insurance                        212              228
                                          -----------        ---------
     Total revenues                        $   5,231          $ 5,869
                                          ===========        =========
Net earnings
Mortgage Insurance                         $     233          $   217
GE Global Insurance Holdings                    (156)             286
Other Specialty Insurance                        107               46
                                          -----------        ---------
     Net earnings                          $     184          $   549
                                          ===========        =========

     Specialty Insurance revenues decreased 11% in the first six months of 2002,
primarily as a result of reduced premiums  resulting from $325 million of pretax
adjustments  to  estimates  of  prior-year  loss events and reduced  gains at GE
Global  Insurance  Holdings  and  reduced  premiums   associated  with  mortgage
refinancing  activities  and reduced gains at Mortgage  Insurance.  Net earnings
decreased  66% in the first six months of 2002,  resulting  from $385 million of
after tax adjustments  (including both reduced  revenues and increased costs) to
estimates of  prior-year  loss events and lower  investment  income at GE Global
Insurance Holdings, as well as reduced gains at GE Global Insurance Holdings and
Mortgage  Insurance,  partially  offset by volume growth at Mortgage  Insurance,
primarily in Canada and Australia. The increase in Other Specialty Insurance was
attributable to lower costs  associated  with the portfolio  run-off at Mortgage
Services and higher earned premiums at Financial Guaranty Insurance Company.

All Other GECS
                                                Six months ended
                                          ----------------------------
(Dollars in millions)                       6/29/02           6/30/01
                                          ----------------------------
Revenues
IT Solutions                               $   1,910          $ 2,311
Other                                            417              586
                                          -----------       ----------
     Total revenues                        $   2,327          $ 2,897
                                          ===========       ==========
Net earnings
IT Solutions                               $       5          $    (7)
Other                                             45             (140)
                                          -----------       ----------
     Net earnings                          $      50          $  (147)
                                          ===========       ==========



                                       16
<PAGE>
     All Other GECS decline in revenues  primarily  related to reduced volume at
IT Solutions,  including the effects of exiting lower performing businesses. The
increase  in All  Other  GECS  net  earnings  reflects  the  inclusion  of a tax
settlement  with the IRS resulting  from revised IRS  regulations,  allowing the
deductibility   of  previously   realized  losses   associated  with  the  prior
disposition  of Kidder  Peabody  preferred  stock and the  recovery of state tax
benefits.  Corporate  expenses  were  also  lower  in  2002.  The  net  earnings
improvement in IT Solutions related to exiting lower performing businesses.

Portfolio Quality

     Financing  receivables  is the  largest  category  of  assets  for GECS and
represents  one of its primary  sources of revenues.  The portfolio of financing
receivables,  before  allowance for losses,  increased to $190.6 billion at June
29,  2002,  from  $178.8  billion  at the  end  of  2001,  primarily  reflecting
acquisitions,  as  well  as the  effects  of  foreign  currency  translation  of
financing receivables,  in excess of securitizations.  The related allowance for
losses at June 29, 2002  amounted to $5.2  billion  ($4.8  billion at the end of
2001) and represents  management's  best estimate of probable losses inherent in
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  (or for  which  collection  has  otherwise
become doubtful) and  "reduced-earning"  receivables are commercial  receivables
whose terms have been restructured to a below-market yield.

     Consumer  financing  receivables,  primarily credit card and personal loans
and auto loans and leases, were $60.7 billion at June 29, 2002 ($52.3 billion at
December  31,  2001).  Nonearning  consumer  receivables  at June 29,  2002 were
consistent  with year-end 2001, at $1.5 billion,  about 2.4% of  outstandings at
June 29, 2002 and about 2.9% of outstandings at December 31, 2001. Write-offs of
consumer receivables were $0.9 billion for the first six months of both 2002 and
2001.

     Commercial financing receivables,  which totaled $129.9 billion at June 29,
2002 ($126.5 billion at December 31, 2001),  consisted of a diverse  commercial,
industrial  and  equipment  loan and lease  portfolio.  Related  nonearning  and
reduced-earning  receivables  were $2.5 billion at June 29, 2002,  about 1.9% of
outstandings, compared with $1.7 billion, about 1.4% of outstandings at year-end
2001.  The  increase  is  primarily  driven by  nonearning  and  reduced-earning
receivables  associated with Heller of approximately  $430 million;  at December
31, 2001,  $408 million of such loans were earning but  classified  as impaired.
The  increase  also  related to several  bankruptcies  and deal  restructurings,
involving  primarily  middle-market  customers,  including a significant  amount
related to the  telecommunications  industry.  These  receivables  are generally
backed by assets and are covered by reserves for probable losses.  Such reserves
are based on management's best estimates and changes to these provisions will be
dependent on future  associated  business and economic  conditions.  At June 29,
2002 and  December  31,  2001,  the  portfolio  included  loans  and  leases  on
commercial aircraft of $24.2 billion and $21.5 billion, respectively.

     Investment securities comprise principally investment grade debt securities
held by GE Financial Assurance and the specialty  insurance  businesses and were
$106.6 billion,  including gross unrealized gains and losses of $2.6 billion and
$2.0 billion,  respectively,  at June 29, 2002 ($100.1 billion,  including gross
unrealized gains and losses of $2.1 billion and $2.7 billion,  respectively,  as
of  December  31,  2001).  Investment  securities  are  regularly  reviewed  for
impairment  based on  criteria  that  include  the extent to which cost  exceeds
market value,  the duration of that market decline and the financial  health and
specific  prospects for the issuer.  Of those  securities  whose carrying amount
exceeds  fair  value at June 29,  2002,  and  based  upon  application  of GECS'
accounting policy for impairment,  approximately $570 million of portfolio value
is at risk of being  charged to earnings in the second half of 2002.  Impairment
losses recognized for the first six months of 2002 were $429 million,  including
$334 million  ($217 million  after-tax)  from the  telecommunications  and cable
industries, of which $167 million ($110 million after-tax) was recognized in the
second quarter of 2002 due to the events relating to WorldCom, Inc.

     In  recent  periods  the   telecommunication   and  cable  industries  have
experienced  significant  volatility.  GECS  investments  in  (primarily  within
financing  receivables  and  investment  securities)  and  commitments  to these
industries  aggregate  approximately  $13  billion  as of June 29,  2002.  These
investments   are  subject  to  GECS   policies  for   reserving  (on  financing
receivables)  and other than temporary  impairment,  as appropriate;  any future
losses will be dependent upon associated business and economic conditions.

Liquidity

     The major  debt-rating  agencies  evaluate  the  financial  condition of GE
Capital  Corporation (GE Capital),  the major public  borrowing  entity of GECS.
Factors that are  important to the ratings of GECS include the  following:  cash
generating  ability  -  including  cash  generated  from  operating  activities;
earnings  quality - including  revenue  growth and the breadth and  diversity of
sources of income;  leverage ratios - such as debt to total capital and interest
coverage;  and asset utilization,  including return on assets and asset turnover
ratios.  Considering  those factors,  as well as other  criteria  appropriate to
GECS,  those major rating agencies  continue to give the highest ratings to debt
of GE  Capital  (long-term  credit  rating  AAA/Aaa;  short-term  credit  rating
A-1+/P-1).
                                       17
<PAGE>
     Global  commercial  paper markets are a primary source of cash for GECS. GE
Capital is the most widely-held name in those markets.  GECS began the year with
$117  billion  of  commercial  paper,  about 49% of total  debt  outstanding  at
December 31, 2001,  and at the end of the second quarter of 2002 had $83 billion
of commercial paper outstanding, about 32% of total debt outstanding at June 29,
2002. GECS now targets a ratio for commercial  paper as a percent of outstanding
debt of 25% to 35%.

     As of June 29, 2002, GECS held  approximately  $54 billion of contractually
committed lending agreements with highly-rated global banks and investment banks
an increase  of $21 billion  since  December  31,  2001.  When  considering  the
contractually   committed  lending  agreements  as  well  as  other  sources  of
liquidity,   including  medium  and  long-term  funding,   monetization,   asset
securitization,  cash receipts from GECS lending and leasing  activities,  short
term secured  funding on global assets,  and potential  asset sales,  management
believes it could achieve an orderly  transition  from  commercial  paper in the
unlikely event of impaired access to the commercial paper market.

     During the first half of 2002,  GECS  issued  approximately  $58 billion of
long-term  debt in  U.S.  and  international  markets.  These  funds  were  used
primarily to reduce the amount of commercial  paper  outstanding,  fund maturing
long-term debt, and fund acquisitions and asset growth. GECS anticipates issuing
approximately $20 billion to $40 billion of additional long-term debt using both
U.S. and  international  markets during the remainder of 2002. The proceeds from
such  issuances  will  be  used  to fund  maturing  long-term  debt,  additional
acquisitions and asset growth. The ultimate amount of debt issuances will depend
upon the growth in assets,  acquisition  activity,  availability  of markets and
movements in interest rates.

     GECS uses special  purpose  entities as described in the December 31, 2001,
Annual Report on Form 10-K.  Receivables  held by special purpose entities as of
June 29, 2002 and  December  31,  2001,  were $44.4  billion and $43.0  billion,
respectively,  and the maximum amount of liquidity  support for commercial paper
outstanding was about the same at $43.3 billion.  The maximum recourse  provided
under credit  support  agreements  increased  from $14.5 billion at December 31,
2001, to $15.1 billion at June 29, 2002.

Other

     On July 26, 2002, General Electric Company ("GE") announced  organizational
changes that will result in the  businesses  that  comprise GE Capital  Services
becoming  four  separate  businesses,  effective  August 1, 2002:  GE Commercial
Finance, GE Insurance, GE Consumer Finance and GE Equipment Management.  Each of
these  businesses  will  report  directly  to Jeff  Immelt,  Chairman  and Chief
Executive  Officer  of GE, and GE Vice  Chairman  Dennis  Dammerman.  GE Capital
Services and GE Capital  Corporation  will remain as legal entities and continue
as the major  borrowers  of funds  necessary  to support  all of GE's  financial
services  activities.  For more detail,  see the press  release,  dated July 26,
2002, filed as Exhibit 99.3 to this quarterly report.

Forward Looking Statements

     This document  includes  certain  "forward-looking  statements"  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements are based on  management's  current  expectations  and are subject to
uncertainty and changes in  circumstances.  Actual results may differ materially
from these expectations due to changes in global political,  economic, business,
competitive, market and regulatory factors.

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                                                                              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

                                               Six Months Ended June 29, 2002
                                                         (Unaudited)
                                                                                                        Ratio of
                                                                                                       Earnings to
                                                                                                      Combined Fixed
                                                                                     Ratio of          Charges and
                                                                                    Earnings to      Preferred Stock
 (Dollars in millions)                                                             Fixed Charges        Dividends
                                                                                 -----------------   -----------------
<S>                                                                                <C>                <C>
 Net earnings                                                                      $       1,969      $        1,969
 Provision for income taxes                                                                  599                 599
 Minority interest in net earnings of consolidated affiliates                                 74                  74
                                                                                 -----------------   -----------------
 Earnings before provision for income taxes and minority interest                          2,642               2,642
                                                                                 -----------------   -----------------
 Fixed charges:
    Interest                                                                               4,799               4,799
    One-third of rentals                                                                     159                 159
                                                                                 -----------------   -----------------
 Total fixed charges                                                                       4,958               4,958
                                                                                 -----------------   -----------------
 Less interest capitalized, net of amortization                                              (20)                (20)
                                                                                 -----------------   -----------------
 Earnings before provision for income taxes and minority interest, plus fixed
    charges                                                                        $       7,580      $        7,580
                                                                                 =================   =================

 Ratio of earnings to fixed charges                                                         1.53
                                                                                 =================
 Preferred stock dividend requirements                                                                             -
 Ratio of earnings before provision for income taxes to net earnings                                            1.30

 Preferred stock dividend factor on pre-tax basis                                                                  -
 Fixed charges                                                                                                 4,958
                                                                                                     -----------------
 Total fixed charges and preferred stock dividend requirements                                        $        4,958
                                                                                                     =================
 Ratio of earnings to combined fixed charges and preferred stock dividends                                      1.53
                                                                                                     =================
</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.



                                       19
<PAGE>



                                                                    Exhibit 99.1

    GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of General Electric Capital Services,
Inc. (the "Company") on Form 10-Q for the period ending June 29, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Denis Nayden, President of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial   condition  and  result  of
               operations of the Company.



/s/ Denis Nayden
---------------------------
Denis Nayden
President
July 31, 2002



                                       20
<PAGE>


                                                                    Exhibit 99.2

    GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of General Electric Capital Services,
Inc. (the "Company") on Form 10-Q for the period ending June 29, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, James A. Parke, Executive Vice President and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the  requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial   condition  and  result  of
               operations of the Company.



/s/ James A. Parke
-----------------------
James A. Parke
Executive Vice President and
Chief Financial Officer
July 31, 2002



                                       21
<PAGE>
                                                                    Exhibit 99.3

    GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

Press Release


GE Announces Reorganization of Financial Services;
GE Capital to Become Four Separate Businesses

     FAIRFIELD, Conn.--(BUSINESS WIRE)--July 26, 2002--GE Chairman and CEO Jeff
Immelt today announced organization changes that will result in GE Capital, the
Company's diversified financial services business, becoming four separate GE
financial services businesses.

    Effective August 1, 2002, GE Capital will become GE Commercial Finance, GE
Insurance, GE Consumer Finance and GE Equipment Management. Each of the
businesses will report directly to Immelt and GE Vice Chairman Dennis Dammerman,
who has oversight for GE Capital.

    "The reason for doing this is simple - I want more direct contact with the
financial services teams," Immelt said. "GE's financial businesses generate 40
percent of the Company's earnings. They have been an important part of GE's
growth for decades, offering tremendous diversity of financial services, great
leadership and the best people in the industry. To build on this success, it now
makes sense to operate these businesses even more effectively.

    "These four new financial services businesses have great breadth and the
resources to deliver globally," Immelt said. "They have similar customers,
processes and opportunities for greater sharing. With this simplified structure,
the leaders of these four businesses will interact directly with me, enabling
faster decision making and execution.

    "The organization and leadership will be aligned with their natural
markets," Immelt said. "This will create a clearer line of sight on how our
financial services businesses operate and enhance growth. Our external reporting
will mirror this organizational structure, providing greater clarity for
investors."

    Named to lead the four financial businesses are: Michael A. Neal, President
and CEO, GE Commercial Finance; David R. Nissen, President and CEO, GE Consumer
Finance; Arthur H. Harper, President and CEO, GE Equipment Management; and
Michael D. Fraizer, President and CEO, GE Insurance.

    To ensure the same rigorous level of financial stewardship, several critical
and shared GE Capital Corporate functions including Risk Management, Capital
Markets, Controllership, Tax and Treasury, will remain intact. GE Capital
Services, Inc. and GE Capital Corporation will remain as legal entities and
continue as the major borrowers of funds necessary to support all of GE's
financial services activities. Their boards will continue as platforms for
reviews of operations, transactions and capital allocation among the four
financial services businesses. Dammerman will be chairman and James A. Parke
will be vice chairman of both boards. Parke also has been promoted to a GE
Senior Vice President and, in addition to his current responsibilities as GE
Capital Chief Financial Officer, will oversee GE Equity and GE Information
Technology Solutions.

    GE Capital Chairman and CEO Denis J. Nayden's plans include creating a
financial services advisory company. In this regard, he will continue to serve
as a senior advisor to Immelt and the GE Capital Board on business development
and other matters.

    "Denis Nayden is a great leader and a big reason for GE Capital's
outstanding performance," Immelt said. "He and the Capital Corporate team are to
be commended for creating smart, entrepreneurial, and disciplined teams that
have made GE the leader in key financial industries.

    "I want to thank Denis for building such a strong record of performance and
financial integrity at GE Capital over the past 25 years, and I am extremely
pleased that he has agreed to continue in a key role," Immelt said. "Denis'
extensive expertise, financial acumen and industry knowledge will be invaluable
to me as we continue to grow."

    Nayden said: "Leading GE Capital has been a tremendous professional and
personal experience, especially having had the opportunity to work with a
fabulous team of energized, talented people. By creating four financial services
businesses, each with a strong leader, we are fulfilling Jeff's vision of
customer centricity by creating a leaner, faster, more efficient operation. I
look forward to continuing a strong relationship with the Company."

                                       22
<PAGE>

    Current GE Capital businesses will be organized into the new structure as
follows:

     o    GE  Commercial  Finance:   Aviation  Services,   Commercial  Equipment
          Financing,  Commercial Finance,  Healthcare  Financial Services,  Real
          Estate, Structured Finance Group, Vendor Financial Services

     o    GE Equipment Management: Fleet Services, Rail Services, TIP/Mod Space,
          European Equipment Management, Penske Truck Leasing

     o    GE Consumer Finance: Card Services, Global Consumer Finance

     o    GE Insurance:  Employer's Reinsurance,  Financial Assurance, Financial
          Guaranty Insurance, Mortgage Insurance

    GE will continue its practice of expanded financial disclosure covering
these businesses.

    "We have a talented financial leadership team in place representing decades
of experience with GE Capital, and a deep bench supporting them." Immelt said.
"Mike Neal brings a great history of deal making and strong leadership. Mike
Fraizer's industry knowledge and talents have helped create a thriving global
consumer insurance business. Included in the Insurance segment will be Employers
Reinsurance Corporation, which will continue to be led by Ron Pressman. Art
Harper brings a legacy of excellent operational depth, experience and
management. Dave Nissen's strategic perspective and leadership have helped him
build a global consumer finance business literally from the ground up.

    "I have envisioned having more direct contact with our financial services
team since I became chairman and CEO last September," Immelt said. "GE Capital
is positioned for another year of double-digit growth. Our businesses and
portfolio, as well as our processes and procedures, are in great shape. The
performance of our Company remains on track for 2002."

    GE (NYSE: GE) is a diversified technology and services company dedicated to
creating products that make life better. From aircraft engines and power
generation to financial services, medical imaging, television programming and
plastics, GE operates in more than 100 countries and employs more than 300,000
people worldwide. For more information, visit the company's Web site at
http://www.ge.com/

    Caution Concerning Forward-Looking Statements

    This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ materially
from these expectations due to changes in global political, economic, business,
competitive, market and regulatory factors. More detailed information about
those factors is contained in GE's filings with the Securities and Exchange
Commission.

    --30--rc/ny*

    CONTACT: General Electric, Fairfield
             David Frail, 203/373-3387
             david.frail@corporate.ge.com

                                       23
<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 99.1     Certification  Pursuant To 18 U.S.C. Section  1350, As
                          Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
                          Act Of 2002

         Exhibit 99.2     Certification Pursuant To 18 U.S.C. Section 1350, As
                          Adopted Pursuant To Section 906 Of The  Sarbanes-Oxley
                          Act Of 2002

         Exhibit 99.3     GE Announces Reorganization of Financial Services;
                          GE Capital to Become Four Separate Businesses

     b.  Reports on Form 8-K.

         None.




                                       24
<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:    July 31, 2002         By:                    /s/ J.A. Parke
                                   --------------------------------------------
                                                       J.A. Parke,
                                                Executive Vice President and
                                                   Chief Financial Officer
                                               (Principal Financial Officer)



Date:    July 31, 2002         By:                    /s/ J.C. Amble
                                   --------------------------------------------
                                                       J.C. Amble,
                                               Vice President and Controller
                                              (Principal Accounting Officer)



                                       25