United States Securities and Exchange Commission

Washington, D.C. 20549

**
**Form 10-K/A    Amendment No. 1
 **þ**Annual Report Pursuant to Section 13 or 15(d) of the    Securities Exchange Act of 1934**For the fiscal year ended December 31, 2003**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 charter)**Delaware **06-1109503** **(State or other jurisdiction of incorporation or    organization) 
(I.R.S. Employer Identification No.)
   **260 Long Ridge Road, Stamford, Connecticut **06927 **203/357-4000** ** **(Address of principal executive offices) 
(Zip Code) 
(Telephone No.) 
 **      Securities Registered Pursuant to Section 12(b) of the Act: **Title of each class **Name of each exchange    on which registered
 
**7 1/2% Guaranteed Subordinated Notes Due August 21, 2035 **New York Stock Exchange**SECURITIES REGISTERED PURSUANT    TO SECTION 12(g) OF THE ACT:**Title of each class**Common Stock, par value $1,000 per share
Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes þ No ̈

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Exchange Act Rule 12b-2). Yes  ̈No þ

Aggregate market value of the outstanding common equity held bynonaffiliates of the registrant as of the last business day of the registrant'smost recently completed second fiscal quarter: None

At February 27, 2004, 1,064 shares of voting common stock, whichconstitute all of the outstanding common equity, with a par value of $1,000 wereoutstanding.
**DOCUMENTS INCORPORATED BY REFERENCE**
The consolidated financial statements of General ElectricCompany, set forth in the Annual Report on Form 10-K of General Electric Companyfor the year ended December 31, 2003 are incorporated by reference into Part IVhereof.

Item 1. Business – Property and Casualty Reserves for UnpaidClaims and Claim Expenses, set forth in the Annual Report on Form 10-K of GEGlobal Insurance Holding Corporation for the year ended December 31, 2003 isincorporated by reference into Part I hereof.
**REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONI(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THEREDUCED DISCLOSURE FORMAT.**
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Tableof Contents
**TABLE OF CONTENTS 
 
Page**PART II 
  
Item 8. Financial Statements and    Supplementary Data
3
  **PART IV 
  
Item 15. Exhibits, Financial    Statement Schedules, and Reports on Form 8-K
51
Signatures 
52******EXPLANATORY NOTE**
This Amendment No. 1 on Form 10-K/A is being filed solely tocorrect Part II, Item 8, Note 21, Commitments and Guarantees, in the AnnualReport on Form 10-K of General Electric Capital Services, Inc. (GECS) for theyear ended December 31, 2003, filed with the Securities and Exchange Commissionon March 2, 2003. This filing makes no other changes.

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**Tableof Contents**

**PART II**
**Item 8. Financial Statements and Supplementary Data.****INDEPENDENT AUDITORS' REPORT***To the Board of Directors

General Electric Capital Services, Inc.:*
We have audited the consolidated financial statements of GeneralElectric Capital Services, Inc. (GECS) and consolidated affiliates as listed inItem 15. In connection with our audits of the consolidated financial statements,we also have audited the financial statement schedules as listed in Item 15.These consolidated financial statements and financial statement schedules arethe responsibility of GECS management. Our responsibility is to express anopinion on these consolidated financial statements and financial statementschedules based on our audits.

We conducted our audits in accordance with auditing standardsgenerally accepted in the United States of America. Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred toabove present fairly, in all material respects, the financial position ofGeneral Electric Capital Services, Inc. and consolidated affiliates at December31, 2003 and 2002, and the results of their operations and their cash flows foreach of the years in the three-year period ended December 31, 2003, inconformity with accounting principles generally accepted in the United States ofAmerica. Also in our opinion, the related financial statement schedules, whenconsidered in relation to the basic consolidated financial statements taken as awhole, present fairly, in all material respects, the information set forththerein.

As discussed in note 1 to the consolidated financial statements,GECS in 2003 changed its method of accounting for variable interest entities, in2002 changed its method of accounting for goodwill and other intangible assetsand in 2001 changed its methods of accounting for derivative instruments andhedging activities and impairment of certain beneficial interests in securitizedassets.

/s/ KPMG LLP

Stamford, Connecticut

February 6, 2004

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**GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATEDAFFILIATES******************************************************************
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