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 March 30, 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 May 8, 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>

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 ...............             13


PART II - OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K ...............................................             14

Signatures    ................................................................................             15
</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>

                                                                        Three Months Ended
                                                                  ----------------------------------
                                                                      March 30,          March 31,
(In millions)                                                           2002               2001
                                                                  ----------------   --------------
Revenues
<S>                                                                 <C>                <C>
Revenue from services..........................................     $     13,083       $     13,655
Sales of goods ................................................              816              1,068
                                                                  -----------------  ---------------
                                                                          13,899             14,723
                                                                  -----------------  ---------------
Expenses
Interest.......................................................            2,288              2,898
Operating and administrative...................................            3,726              4,169
Cost of goods sold.............................................              742                961
Insurance losses and policyholder and annuity
  benefits ...................................................             3,549              3,523
Provision for losses on financing receivables..................              662                483
Depreciation and amortization of buildings and equipment
     and equipment on operating leases ........................              826                793
Minority interest in net earnings of consolidated
  affiliates ..................................................               34                 57
                                                                  -----------------  ---------------
                                                                          11,827             12,884
                                                                  -----------------  ---------------
Earnings
Earnings before income taxes and accounting changes ...........            2,072              1,839
Provision for income taxes ....................................             (415)              (438)
                                                                  -----------------  ---------------

Earnings before accounting changes ............................            1,657              1,401
Cumulative effect of accounting changes .......................           (1,015)              (169)
                                                                  -----------------  ---------------

Net Earnings ..................................................              642              1,232
Dividends .....................................................             (531)              (498)
Retained earnings at beginning of period.......................           24,678             21,222
                                                                  -----------------  ---------------

Retained earnings at end of period.............................   $       24,789       $     21,956
                                                                  =================  ===============
</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>

                                                                                     March 30,         December 31,
 (In millions)                                                                         2002                2001
                                                                                 -----------------   -----------------
                                                                                    (Unaudited)
 Assets
<S>                                                                              <C>                 <C>
 Cash and equivalents ......................................................     $       7,219       $        7,314
 Investment securities .....................................................           100,938              100,138
 Financing receivables:
    Time sales and loans, net of deferred income ...........................           123,212              122,686
    Investment in financing leases, net of deferred income .................            54,533               56,147
                                                                                 -----------------   -----------------
                                                                                       177,745              178,833
    Allowance for losses on financing receivables ..........................            (4,892)              (4,801)
                                                                                 -----------------   -----------------
       Financing receivables - net .........................................           172,853              174,032
 Insurance receivables - net ...............................................            27,189               27,317
 Other receivables - net ...................................................            14,347               13,267
 Inventories ...............................................................               261                  270
 Equipment on operating leases (at cost), less accumulated amortization of
    $9,405 and $9,135 ......................................................            28,313               27,320
 Intangible assets .........................................................            17,716               18,717
 Other assets ..............................................................            57,999               57,109
                                                                                 -----------------   -----------------
         Total assets ......................................................      $    426,835       $      425,484
                                                                                 =================   =================
 Liabilities and share owners' equity
 Short-term borrowings .....................................................     $     147,832       $      160,844
 Long-term borrowings:
    Senior .................................................................            91,896               77,920
    Subordinated ...........................................................             1,237                1,171
 Insurance liabilities, reserves and annuity benefits ......................           115,190              114,223
 Other liabilities .........................................................            29,897               30,352
 Deferred income taxes .....................................................             8,132                8,117
                                                                                 -----------------   -----------------
         Total liabilities .................................................           394,184              392,627
                                                                                 -----------------   -----------------
 Minority interest in equity of consolidated affiliates ....................             4,301                4,267
                                                                                 -----------------   -----------------
 Accumulated gains/(losses) - net
   Investment securities ...................................................              (769)                (348)
   Currency translation adjustments ........................................            (1,106)                (840)
   Derivatives qualifying as hedges ........................................              (554)                (890)
                                                                                 -----------------   -----------------
 Accumulated non-owner changes in share owners' equity .....................            (2,429)              (2,078)
 Capital stock .............................................................                11                   11
 Additional paid-in capital ................................................             5,979                5,979
 Retained earnings .........................................................            24,789               24,678
                                                                                 -----------------   -----------------
         Total share owners' equity ........................................            28,350               28,590
                                                                                 -----------------   -----------------
         Total liabilities and share owners' equity ........................     $     426,835       $      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>
                                                                                         Three Months Ended
                                                                                -------------------------------------
                                                                                     March 30,           March 31,
 (In millions)                                                                         2002                2001
                                                                                ----------------   ------------------
 Cash Flows From Operating Activities
<S>                                                                             <C>                <C>
 Net earnings ..............................................................    $          642     $        1,232
 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 ........................               662                483
      Depreciation and amortization of buildings and equipment and equipment
        on operating leases ................................................               826                793
      Other - net ..........................................................             1,212               (233)
                                                                                ----------------   ------------------
         Cash from operating activities ....................................             4,357              2,444
                                                                                ----------------   ------------------
 Cash Flows From Investing Activities
 Increase in loans to customers ............................................           (41,984)           (31,505)
 Principal collections from customers - loans ..............................            38,422             29,782
 Investment in equipment for financing leases ..............................            (3,420)            (1,180)
 Principal collections from customers - financing leases ...................             4,030              1,540
 Net change in credit card receivables .....................................             1,692              2,458
 Buildings and equipment and equipment on operating leases:
      - additions ..........................................................            (3,041)            (1,829)
      - dispositions .......................................................             1,432                824
 Payments for principal businesses purchased, net of cash acquired .........              (160)              (329)
 Purchases of securities by insurance and annuity businesses ...............           (13,310)           (12,249)
 Dispositions and maturities of securities by insurance and
   annuity businesses ......................................................            11,062             11,093
 Other - net ...............................................................            (1,769)              (989)
                                                                                ----------------   ------------------
         Cash used for investing activities ................................            (7,046)            (2,384)
                                                                                ----------------   ------------------
 Cash Flows From Financing Activities
 Net change in borrowings (maturities 90 days or less) .....................           (15,202)            (1,602)
 Newly issued debt:
                    -  short-term (maturities 91-365 days) .................             1,058                984
                    -  long-term (longer than one year) ....................            24,359              5,875
 Proceeds - nonrecourse, leveraged lease debt ..............................               289                326
 Repayments and other reductions:
                    -  short-term (maturities 91-365 days) .................            (6,294)              (886)
                    -  long-term (longer than one year) ....................              (655)            (3,433)
 Principal payments - nonrecourse, leveraged lease debt ....................              (276)              (137)
 Proceeds from sales of investment contracts ...............................             1,746              1,711
 Redemption of investment contracts ........................................            (1,900)            (2,033)
 Dividends paid ............................................................              (531)              (498)
                                                                                ----------------   ------------------
         Cash from financing activities ....................................             2,594                307
                                                                                ----------------   ------------------
Increase/(decrease) in Cash and Equivalents During the Period ..............               (95)               367
Cash and Equivalents at Beginning of Period ................................             7,314              6,052
                                                                                ----------------   ------------------
Cash and Equivalents at End of Period ......................................    $        7,219     $        6,419
                                                                                ================   ==================

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

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

3.   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  will 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 page 8),  have  been  restated  to be
     consistent with 2002 reporting. Goodwill amortization expense for the three
     months ended March 31, 2001, was $174 million ($139 million after tax). The
     effect on earnings of excluding such goodwill amortization expense from the
     first three months of 2001 follow:

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                             -----------------------------------------------
<S>                                                          <C>                      <C>
        (in millions)                                           March 30, 2002            March 31, 2001
                                                             ----------------------    ---------------------
        Earnings before accounting changes.........          $         1,657           $         1,401
                                                             ----------------------    ---------------------
        Earnings before accounting changes, excluding
           2001 goodwill amortization..............          $         1,657           $         1,540
                                                             ----------------------    ---------------------
        Net earnings...............................          $           642           $         1,232
                                                             ----------------------    ---------------------
        Net earnings, excluding 2001 goodwill
           amortization............................          $           642           $         1,371
                                                             ----------------------    ---------------------
</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.  SFAS  142  requires  that  two or more
     component-level reporting units with similar  economic  characteristics  be
     combined into a single 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 implied fair value.  Fair values of
     reporting  units and the related  implied  fair values of their  respective
     goodwill were established  using discounted cash flows.  When available and
     as  appropriate,  comparative  market  multiples  were used to  corroborate
     results of the discounted cash flows.

     The  result of  testing  goodwill  of the  Corporation  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 enhanced 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 March 30, 2002             At December 31, 2001
                                                --------------------------------  -----------------------------
                                                    Gross                             Gross
                                                   Carrying        Accumulated       Carrying       Accumulated
     Intangibles Subject to Amortization            Amount        Amortization        Amount       Amortization
                                                -------------  -----------------  ------------  ---------------
     (In millions)
<S>                                               <C>            <C>                <C>           <C>
     Present value of future profits (PVFP) ...   $   5,537      $  (3,363)         $   5,504     $  (3,306)
     All other.................................         744           (475)             1,092          (506)
                                                -------------  -----------------  ------------  ---------------
     Total ....................................   $   6,281      $  (3,838)         $   6,596     $  (3,812)
                                                =============  =================  ============  ===============
</TABLE>

     Amortization  expense related to intangible assets,  excluding goodwill for
     the  first  quarter  of 2002 and 2001,  was $71  million  and $79  million,
     respectively.  The  estimated  percentage of the December 31, 2001 net PVFP
     balance to be amortized over each of the next five years is as 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
     future acquisitions, dispositions and other business transactions.

     In addition,  the Corporation had capitalized  software (net of accumulated
     amortization)  of $896  million  and $901  million  at March  30,  2002 and
     December  31,  2001,  respectively.  Amortization  expense  related  to the
     capitalized  software was  approximately $59 million and $36 million in the
     first  quarter of 2002 and 2001,  respectively.  The  Corporation  also had
     mortgage servicing assets (net of accumulated amortization) of $880 million
     and $929 million at March 30, 2002 and  December  31,  2001,  respectively.
     Amortization   expense  related  to  the  mortgage   servicing  assets  was
     approximately  $62 million and $57 million in the first quarter of 2002 and
     2001, respectively.
<TABLE>
<CAPTION>

Goodwill
--------                  Consumer       Equipment                    Specialized   Specialty
(In millions)             Services       Management     Mid-Market     Financing    Insurance      All Other          Total
                         ------------  ---------------  -----------   ------------  -----------    -----------     ------------
Balance,
<S>                     <C>            <C>              <C>            <C>           <C>            <C>             <C>
 December 31, 2001.....  $    5,785     $   1,209       $    2,592     $      38     $   1,414      $  4,895        $  15,933
Acquisitions...........         165            19                -             -             -           354              538
Transition Impairment
  (Pre-Tax)............           -             -                -             -             -        (1,204)          (1,204)
All Other..............          13           (13)              30             -            88          (112)               6
                         ------------  ---------------  -----------   ------------  -----------    -----------     ------------
Balance,
  March 30, 2002.......  $    5,963     $   1,215       $    2,622     $      38     $   1,502     $   3,933        $  15,273
                         ============  ===============  ===========   ============  ===========    ===========     ============
</TABLE>

     As previously  disclosed,  the Corporation acquired Heller Financial,  Inc.
     (Heller) on October 24, 2001.  The  Corporation  is addressing its purchase
     accounting for Heller, which will be completed in 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 balance sheet 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. 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,
     is provided below.
<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                 -------------------------------------
                                                                                      March 30,           March 31,
(In millions)                                                                            2002               2001
                                                                                 -----------------   -----------------
<S>                                                                              <C>                 <C>
 Net earnings ..............................................................     $          642      $        1,232
 Investment securities .....................................................               (421)                916
 Currency translation adjustments ..........................................               (266)                206
 Derivatives qualifying as hedges ..........................................                336                (425)
 Cumulative effect on share owners' equity of adopting SFAS 133 ............                  -                (849)
                                                                                 -----------------   -----------------
   Total ...................................................................     $          291       $       1,080
                                                                                 =================   =================
</TABLE>

6.   Revenues and net earnings before accounting changes of the Corporation,  by
     operating segment,  for the three months ended March 30, 2002 and March 31,
     2001 can be found in the consolidated table on page 8 of this report.

                                      -6-

<PAGE>


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

Overview

The Corporation's net earnings before accounting  changes  (discussed in notes 3
and 4 to the condensed,  consolidated  financial statements) for the first three
months of 2002 were $1,657 million, a $256 million (18%) increase over the first
three  months  of  2001.  Excluding  the  effect  of  the  prior  year  goodwill
amortization  in the amount of $139  million  after  tax,  net  earnings  before
accounting  changes increased 8%. The earnings increase  reflected  productivity
and origination growth, the contribution from acquired businesses and portfolios
as well as lower taxes. These changes were partially offset by $97 million lower
gains  on  sales  of   investment   securities,   $27  million  lower  gains  on
securitizations,  the  absence  of  a  current  year  counterpart  to  the  2001
disposition of Americom, and lower results at GE Global Insurance.

Operating Results

Total  revenues  decreased  $824 million  (6%) to $13,899  million for the first
three months of 2002,  compared with $14,723  million for the first three months
of 2001. This decrease primarily resulted from volume decreases at IT Solutions,
the absence of revenues from Americom  which was divested in the fourth  quarter
of 2001,  lower  securitization  gains  primarily at Card Services,  and reduced
market  interest  rates,  the  combination  of which  were  partially  offset by
acquisition and origination growth in the Mid-Market Financing segment.

Interest  expense on  borrowings  for the first three  months of 2002 was $2,288
million,  21%  lower  than for the first  three  months  of 2001.  The  decrease
reflected the effects of lower interest rates,  partially  offset by the effects
of higher average borrowings used to finance asset growth. The average composite
interest rate on the Corporation's borrowings for the first three months of 2002
was 4.06% compared with 5.87% in the first three months of 2001.

Operating and  administrative  expenses were $3,726  million for the first three
months of 2002,  an 11%  decrease  over the  first  three  months  of 2001.  The
decrease  primarily  reflected  productivity  gains in the Consumer Services and
Specialized Financing 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 the  Corporation's  computer
equipment  distribution  business.  This cost  amounted to $742  million for the
first  three  months of 2002,  compared  with $961  million  for the first three
months  of  2001.  The  decrease  primarily  reflected  volume  declines  at  IT
Solutions.

Insurance losses and policyholder and annuity benefits  increased $26 million to
$3,549 million for the first three months of 2002, compared with the first three
months of 2001.

Provision  for losses on  financing  receivables  was $662 million for the first
three  months of 2002  compared  with $483 million for the first three months of
2001. These provisions  principally  relate to private-label  credit cards, bank
credit cards,  personal  loans and auto loans and leases as well as  commercial,
industrial,  and equipment  loans and leases,  all of which are discussed  below
under Portfolio Quality.

Depreciation  and  amortization  of buildings  and  equipment  and  equipment on
operating  leases  increased to $826 million for the first three months of 2002,
compared with $793 million for the first three months of 2001.  The increase was
principally  the result of higher levels of  short-lived  equipment on operating
leases, primarily reflecting acquisition growth.

Provision  for income  taxes was $415 million for the first three months of 2002
(an effective tax rate of 20.0%), compared with $438 million for the first three
months of 2001 (an  effective tax rate of 23.8%).  The lower  effective tax rate
primarily reflected increased low taxed earnings from international operations.

                                      -7-
<PAGE>


Operating Segments

Revenues and net  earnings  before  accounting  changes of the  Corporation,  by
operating segment,  for the three months ended March 30, 2002 and March 31, 2001
are  summarized  and  discussed  below.  First  quarter  2001  amounts have been
reclassified  to  conform  to the 2002  presentation,  which  reflects  changes,
effective as of January 1, 2002, in the Corporation's  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 will be presented in "All Other".

Consolidated
<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                             ------------------------------------
                                                                  March 30,         March 31,
      (In millions)                                                  2002              2001
                                                             -----------------   ----------------
      Revenues
<S>                                                            <C>               <C>
      Consumer Services ...................................    $      5,410      $      5,692
      Equipment Management ................................           1,599             1,845
      Mid-Market Financing ................................           2,271             1,951
      Specialized Financing ...............................             720               835
      Specialty Insurance .................................           2,785             2,888
      All other ...........................................           1,114             1,512
                                                             -----------------   ----------------
        Total revenues ....................................    $     13,899      $     14,723
                                                             =================   ================
      Net Earnings before accounting changes
      Consumer Services ...................................    $        704      $        648
      Equipment Management ................................             169               306
      Mid-Market Financing ................................             354               292
      Specialized Financing ...............................             218               119
      Specialty Insurance .................................             234               270
      All other ...........................................             (22)              (95)
                                                             -----------------   ----------------
        Total net earnings before accounting changes.......    $      1,657      $      1,540
                                                             =================   ================
</TABLE>
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.

Consumer Services
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                      ------------------------------------------
    (In millions)                                          March 30,             March 31,
                                                              2002                  2001
                                                      -------------------    -------------------
    Revenues
<S>                                                   <C>                    <C>
    Global Consumer Finance.......................    $           1,470      $           1,318
    GE Financial Assurance........................                2,983                  3,100
    GE Card Services..............................                  903                  1,122
    Other Consumer Services.......................                   54                    152
                                                      -------------------    -------------------
      Total revenues..............................    $           5,410      $           5,692
                                                      ===================    ===================
    Net earnings
    Global Consumer Finance.......................    $             320      $             297
    GE Financial Assurance........................                  173                    159
    GE Card Services..............................                  211                    177
    Other Consumer Services.......................                    -                     15
                                                      -------------------    -------------------
      Net earnings................................    $             704      $             648
                                                      ===================    ===================
</TABLE>
Consumer  Services  net  earnings  increased  9% on revenues  that were 5% lower
compared  with the  first  three  months  of 2001.  The  largest  single  factor
affecting  revenues was lower market  interest  rates.  Revenues  also  declined
because  of  exited  businesses  as well as lower  securitization  gains at Card
Services and lower  revenues from the planned  transition of  restructured  Toho
insurance policies at GE Financial Assurance, the combination of which more than
offset acquisition and volume growth at Global Consumer Finance and GE Financial
Assurance. Other Consumer Services revenues decreased as a result of the planned
run-off  of the U.S.  auto  finance  business  portfolio.  The  increase  in net
earnings  reflected growth across all three major businesses:  Card Services had
volume  growth,  productivity,  and reduced  losses from exited  businesses;  GE
Financial  Assurance  growth  was  largely  the result of  productivity;  Global
Consumer Finance growth was primarily from acquisitions and productivity.
                                      -8-
<PAGE>

Equipment Management
<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                      ------------------------------------------
    (In millions)                                          March 30,              March 31,
                                                              2002                   2001
                                                      -------------------    -------------------
    Revenues
<S>                                                   <C>                    <C>
    Aviation Services (GECAS).....................    $            568       $            516
    Americom......................................                   -                    237
    Other Equipment Management....................               1,031                  1,092
                                                      -------------------    -------------------
         Total revenues...........................    $          1,599       $          1,845
                                                      ===================    ===================
    Net earnings
    Aviation Services (GECAS).....................    $             95       $            130
    Americom......................................                   -                     91
    Other Equipment Management....................                  74                     85
                                                      -------------------    -------------------
         Net earnings.............................    $            169       $            306
                                                      ===================    ===================
</TABLE>

Equipment  Management  revenues  decreased 13% and net earnings decreased 45% in
the first three months of 2002, compared with the corresponding  period in 2001.
The decrease in revenues principally reflects the divestiture of Americom in the
fourth quarter of 2001, partially offset by volume growth at GECAS. The decrease
in net  earnings  principally  reflects  the  divestiture  of Americom and fewer
aircraft sales at GECAS.

Mid-Market Financing
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                      ------------------------------------------
    (In millions)                                         March 30,              March 31,
                                                             2002                   2001
                                                      -------------------    -------------------
    Revenues
<S>                                                   <C>                    <C>
    Commercial Equipment Financing..............      $          1,081       $            956
    Commercial Finance..........................                   610                    524
    Vendor Financial Services...................                   535                    471
    Other Mid-Market Financing..................                    45                      -
                                                      -------------------    -------------------
         Total revenues.........................      $          2,271       $          1,951
                                                      ===================    ===================
    Net earnings
    Commercial Equipment Financing..............      $            168       $            120
    Commercial Finance..........................                   107                    113
    Vendor Financial Services...................                    67                     57
    Other Mid-Market Financing..................                    12                      2
                                                      -------------------    -------------------
         Net earnings...........................      $            354       $            292
                                                      ===================    ===================
</TABLE>

Mid-Market  Financing  revenues  and net earnings  increased  16% and 21% in the
first three months of 2002,  compared  with the first three months of 2001.  The
increase in revenues  principally  reflects the  combination of acquisition  and
origination  growth at Commercial  Equipment  Financing,  Commercial Finance and
Vendor Financial  Services,  partially offset by decreased market interest rates
and reduced asset gains. Growth in net earnings reflected acquisition and volume
growth at Commercial  Equipment  Financing and  Commercial  Finance,  as well as
acquisition  growth at Vendor  Financial  Services,  partially offset by reduced
asset gains and higher losses at Commercial Finance.

                                      -9-
<PAGE>
Specialized Financing
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                      ------------------------------------------
    (In millions)                                         March 30,              March 31,
                                                             2002                   2001
                                                      -------------------    -------------------
    Revenues
<S>                                                   <C>                    <C>
    Real Estate...................................    $            461       $            598
    Structured Finance Group......................                 296                    312
    GE Equity.....................................                 (55)                   (89)
    Other Specialized Financing...................                  18                     14
                                                      -------------------    -------------------
         Total revenues...........................    $            720       $            835
                                                      ===================    ===================
    Net earnings
    Real Estate...................................    $            162       $            132
    Structured Finance Group......................                 129                    106
    GE Equity.....................................                 (70)                  (117)
    Other Specialized Financing...................                  (3)                    (2)
                                                      -------------------    -------------------
         Net earnings.............................    $            218       $            119
                                                      ===================    ===================
</TABLE>

Specialized Financing revenues decreased 14%, in the first three months of 2002,
as a result of lower market  interest rates and lower asset gains at Real Estate
and Structured  Finance Group.  These decreases were partially offset by reduced
asset losses on equity  investments at GE Equity.  Net earnings increased 83% in
the first three months of 2002,  reflecting  productivity  benefits,  volume and
acquisition  growth at Real Estate and Structured  Finance Group and lower asset
losses at GE  Equity,  which  more  than  offset  the  decrease  in asset  gains
discussed above.


Specialty Insurance
<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                      ------------------------------------------
    (In millions)                                         March 30,              March 31,
                                                             2002                   2001
                                                      -------------------    -------------------
    Revenues
<S>                                                   <C>                    <C>
    Mortgage Insurance............................    $            280       $            309
    GE Global Insurance Holdings..................               2,407                  2,497
    Other Specialty Insurance.....................                  98                     82
                                                      -------------------    -------------------
         Total revenues...........................    $          2,785       $          2,888
                                                      ===================    ===================
    Net earnings
    Mortgage Insurance............................    $            100       $            124
    GE Global Insurance Holdings..................                  80                    146
    Other Specialty Insurance.....................                  54                      -
                                                      -------------------    -------------------
         Net earnings.............................    $            234       $            270
                                                      ===================    ===================
</TABLE>

Specialty Insurance revenues decreased 4% in the first three months of 2002 as a
result of reduced  investment  income at Global  Insurance  Holdings and reduced
premiums  associated with mortgage  refinancing  activity at Mortgage Insurance.
Net  earnings  decreased  13% in the first three months of 2002,  reflecting  no
counterpart to favorable 2001 underwriting  results and reduced investment gains
at Global Insurance Holdings,  as well as the effects of refinancing activity at
Mortgage Insurance  described above,  partially offset by lower costs associated
with the portfolio runoff at Mortgage Services.

                                      -10-
<PAGE>
All Other
                                                   Three Months Ended
                                           -------------------------------------
    (In millions)                              March 30,             March 31,
                                                  2002                  2001
                                           -----------------    ----------------
    Revenues
    IT Solutions........................   $         916         $     1,221
    Other...............................             198                 291
                                           -----------------    ----------------
           Total revenues...............   $       1,114         $     1,512
                                           =================    ================
    Net earnings
    IT Solutions........................   $          (2)        $        (3)
    Other...............................             (20)                (92)
                                           -----------------    ----------------
           Total net earnings...........   $         (22)       $        (95)
                                           =================    ================

All  Other  decline  in  revenues   primarily  related  to  reduced  volume  and
discontinued  product lines at IT Solutions.  The decline in net loss  primarily
related to lower corporate expenses.

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, decreased to $177.7 billion at March 30, 2002, from
$178.8  billion at the end of 2001,  primarily  reflecting  securitizations  and
sales  slightly  in excess  of volume  and  acquisition  growth,  as well as the
effects of foreign currency translation of European financing  receivables.  The
related  allowance  for losses at March 30, 2002  amounted to $4.9 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 $50.7 billion at March 30, 2002, a decrease of $1.6
billion from year-end 2001.  Nonearning  consumer  receivables at March 30, 2002
were consistent with year-end 2001, at $1.5 billion, about 2.9% of outstandings.
Write-offs of consumer  receivables remained at $0.4 billion for the first three
months of 2002 compared to the first three months of 2001.

Other  financing  receivables,  which totaled  $127.0  billion at March 30, 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 $1.9 billion at March 30, 2002, about 1.5% of
outstandings, compared with $1.7 billion, about 1.4% of outstandings at year-end
2001.  The  increase  is  primarily  driven by several  large  bankruptcies  and
restructurings.  These  receivables  are  backed by assets  and are  covered  by
reserves for probable losses.

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 GE Capital  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).

Global commercial paper markets are a primary source of cash for GE Capital.  GE
Capital is the most widely-held name in those markets. GE Capital began the year
with $111 billion of commercial  paper,  about 48% of total debt  outstanding at
December 31, 2001,  and at the end of the first  quarter of 2002 had $95 billion
of commercial paper outstanding, about 41% of total debt outstanding. GE Capital
plans to reduce the ratio of  commercial  paper to  approximately  25% to 35% of
total outstanding debt by the end of 2002.

As of March 30, 2002, GE Capital held approximately $34 billion of contractually
committed  lending  agreements  with  highly-rated  global  banks  and is in the
process of increasing  its committed  lending  agreements to  approximately  $50
billion. 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 the Corporation's 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.
                                      -11-
<PAGE>
During the first quarter of 2002, GE Capital issued approximately $25 billion of
long-term  debt, largely in the U.S. market.  These funds were used primarily to
reduce the  amount of  commercial  paper  outstanding  as well as fund  maturing
long-term debt. GE Capital anticipates issuing  approximately $50 billion to $70
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
reduce the amount of commercial paper  outstanding,  to fund maturing  long-term
debt and fund  additional  asset growth.  The ultimate  amount of debt issuances
will depend upon the growth in assets,  availability of markets and movements in
interest rates.

The Corporation  continues to use special  purpose  entities as described in the
December 31, 2001, Annual Report on Form 10-K.  Compared with December 31, 2001,
receivables held by special purpose  entities as of March 30, 2002,  remained at
$43.0 billion and the maximum amount of liquidity  support for commercial  paper
outstanding was about the same at $43.4 billion.  The maximum recourse  provided
under credit  support  agreements  increased  from $14.5 billion at December 31,
2001, to $15.2 billion at March 30, 2002.

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.

                                      -12-
<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

                                                   Three Months Ended March 30, 2002
                                                              (Unaudited)


                                                                                                         Ratio of
                                                                                                       Earnings to
                                                                                                      Combined Fixed
                                                                                     Ratio of          Charges and
                                                                                    Earnings to      Preferred Stock
                                                                                   Fixed Charges        Dividends
                                                                                -----------------   -----------------
 (Dollar amounts in millions)
<S>                                                                              <C>                   <C>
 Net earnings ...............................................................    $           642       $         642
 Provision for income taxes .................................................                415                 415
 Minority interest in net earnings of consolidated affiliates ...............                 34                  34
                                                                                 -----------------   -----------------
Earnings before provision for income taxes and minority interest ............              1,091               1,091
                                                                                 -----------------   -----------------
 Fixed charges:
    Interest ................................................................              2,331               2,331
    One-third of rentals ....................................................                 77                  77
                                                                                 -----------------   -----------------
Total fixed charges .........................................................              2,408               2,408
                                                                                 -----------------   -----------------
 Less interest capitalized, net of amortization ..............................               (10)                (10)
                                                                                 -----------------   -----------------
 Earnings before provision for income taxes and minority interest, plus fixed
    charges ..................................................................     $       3,489       $       3,489
                                                                                 =================   =================
Ratio of earnings to fixed charges ..........................................              1.45
                                                                                 =================
 Preferred stock dividend requirements .......................................                                     -
 Ratio of earnings before provision for income taxes to net earnings .........                                  1.65

 Preferred stock dividend factor on pre-tax basis ............................                                     -
 Fixed charges ...............................................................                                 2,408
                                                                                                     -----------------
 Total fixed charges and preferred stock dividend requirements ...............                         $       2,408
                                                                                                     =================
 Ratio of earnings to combined fixed charges and preferred stock dividends ...                                  1.45
                                                                                                     =================

</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.


                                      -13-
<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.


     b.  Reports on Form 8-K.

                     A current  report  on Form 8-K was  filed on March 25, 2002
                     under  Item  5  setting  forth  GE's approach  to  managing
                     long-term  bond  offerings  and debt portfolio  of  General
                     Electric Capital Corporation.



                                      -14-
<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:     May 13, 2002          By:                  /s/ J.A. Parke
                                    --------------------------------------------
                                                      J.A. Parke,
                                              Executive Vice President and
                                                 Chief Financial Officer
                                              (Principal Financial Officer)



Date:     May 13, 2002          By:                    /s/ J.C. Amble
                                    --------------------------------------------
                                                        J.C. Amble,
                                                Vice President and Controller
                                               (Principal Accounting Officer)


                                      -15-