<PAGE>   1
                                                                EXHIBIT-28.1

                    GENERAL ELECTRIC CAPITAL CORP. FORM 10-Q

                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, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE TRANSITION PERIOD FROM _____ TO _____

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

                          COMMISSION FILE NUMBER 1-6461

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

                      GENERAL ELECTRIC CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

           NEW YORK                                              13-1500700
(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 August 2,  1996,  3,837,825  shares of common  stock with a par value of $200
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>   2


                                TABLE OF CONTENTS

                                                                            PAGE

PART I - FINANCIAL INFORMATION.

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

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

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

PART II - OTHER INFORMATION.

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

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

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



















<PAGE>   3




                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                   --------------------    --------------------
(In millions)                                                      JUNE 29,     JULY 1,    JUNE 29,     JULY 1,
                                                                     1996        1995        1996        1995
                                                                   --------    --------    --------    --------
<S>                                                                <C>         <C>         <C>         <C>

EARNED INCOME ..................................................   $  6,068    $  5,169    $ 11,688    $  9,959
                                                                   --------    --------    --------    --------

EXPENSES

Interest .......................................................      1,722       1,629       3,390       3,131
Operating and administrative ...................................      1,906       1,512       3,622       2,944
Insurance losses and policyholder and annuity benefits .........        777         486       1,392       1,002
Provision for losses on financing receivables ..................        228         279         441         358
Depreciation and amortization of buildings and
equipment and equipment on operating leases ....................        524         489       1,013         939
Minority interest in net earnings of consolidated affiliates ...         17          16          42          33
                                                                   --------    --------    --------    --------
                                                                      5,174       4,411       9,900       8,407
                                                                   --------    --------    --------    --------
EARNINGS

Earnings before income taxes ...................................        894         758       1,788       1,552
Provision for income taxes .....................................       (267)       (241)       (556)       (507)
                                                                   --------    --------    --------    --------

NET EARNINGS ...................................................        627         517       1,232       1,045
Dividends ......................................................       (230)        (58)       (474)       (261)
Retained earnings at beginning of period .......................      9,298       8,646       8,937       8,321
                                                                   --------    --------    --------    --------
RETAINED EARNINGS AT END OF PERIOD .............................   $  9,695    $  9,105    $  9,695    $  9,105
                                                                   ========    ========    ========    ========
</TABLE>














See Notes to Condensed, Consolidated Financial Statements.


                                       1
<PAGE>   4


ITEM 1. FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>

(In millions)                                              JUNE 29,   December 31,
                                                             1996         1995
                                                           --------   ------------
                                                         (UNAUDITED)
<S>                                                        <C>         <C>

ASSETS

Cash and equivalents ...................................   $  1,597    $  1,316
Investment securities ..................................     32,891      26,991
Financing receivables
   Time sales and loans, net of deferred income ........     59,214      59,591
   Investment in financing leases, net of 
    deferred income ....................................     36,826      36,200
                                                           --------    --------
                                                             96,040      95,791
   Allowance for losses on financing receivables .......     (2,526)     (2,519)
                                                           --------    --------
      Financing receivables - net ......................     93,514      93,272
Other receivables - net ................................      5,879       6,408
Equipment on operating leases (at cost), less
 accumulated amortization of $5,019 and $4,670 .........     15,090      13,793
Other assets ...........................................     24,305      19,045
                                                           --------    --------
TOTAL ASSETS ...........................................   $173,276    $160,825
                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................   $ 65,416    $ 59,264
Long-term borrowings
   Senior ..............................................     46,404      47,794
   Subordinated ........................................        697         697
Insurance liabilities, reserves and annuity benefits ...     30,489      22,401
Other liabilities ......................................      8,487       9,202
Deferred income taxes ..................................      6,651       6,562
                                                           --------    --------
   Total liabilities ...................................    158,144     145,920
                                                           --------    --------
Minority interest in equity of consolidated affiliates .        663         703
                                                           --------    --------
Capital stock ..........................................        770         770
Additional paid-in capital .............................      4,022       4,022
Retained earnings ......................................      9,695       8,937
Unrealized gains on investment securities ..............         65         543
Foreign currency translation adjustments ...............        (83)        (70)
                                                           --------    --------
   Total equity ........................................     14,469      14,202
                                                           --------    --------
TOTAL LIABILITIES AND EQUITY ...........................   $173,276    $160,825
                                                           ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.


                                       2
<PAGE>   5


ITEM 1. FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             SIX MONTHS ENDED
                                                           --------------------
(In millions)                                              JUNE 29,     JULY 1,
                                                             1996        1995
                                                           --------    --------
<S>                                                        <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings ...........................................   $  1,232    $  1,045
Adjustments to reconcile net earnings to cash 
 provided from operating activities:

   Provision for losses on financing receivables .......        441         358
   Depreciation and amortization of buildings and 
    equipment and equipment on operating leases ........      1,013         939
   Other - net .........................................        342       1,236
                                                           --------    --------
      Cash provided from operating activities ..........      3,028       3,578
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in loans to customers .........................    (23,954)    (22,225)
Principal collections from customers ...................     25,186      20,394
Investment in assets on financing leases ...............     (5,958)     (6,497)
Principal collections on financing leases ..............      5,319       3,243
Net (increase) decrease in credit card receivables .....       (602)        250
Buildings and equipment and equipment on 
 operating leases:
     - additions .......................................     (2,647)     (3,039)
     - dispositions ....................................        528       1,302
Payments for principal businesses purchased, 
 net of cash acquired ..................................     (1,699)     (1,887)
Purchases of investment securities by insurance 
 affiliates and annuity businesses .....................     (2,784)     (2,799)
Dispositions and maturities of investment securities 
 by insurance affiliates and annuity businesses ........      2,453       3,018
Other - net ............................................     (2,280)     (1,240)
                                                           --------    --------
      Cash used for investing activities ...............     (6,438)     (9,480)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities 90 days or less) ..      3,230      (5,051)
Newly issued debt   
     - short-term (maturities 91-365 days) .............      2,473       1,211
     - long-term senior ................................      9,925      18,734
Proceeds - non-recourse, leveraged lease debt...........        429        --
Repayments and other reductions    
     - short-term (maturities 91-365 days) .............    (10,694)     (8,489)
     - long-term senior ................................       (627)       --
Principal payments - non-recourse, leveraged lease debt        (152)       (157)
Proceeds from sales of investment and annuity contracts         850         764
Redemption of investment and annuity contracts .........     (1,269)     (1,165)
Dividends paid .........................................       (474)       (261)
Issuance of preferred stock in excess of par value .....       --           525
Issuance of variable cumulative preferred stock by 
 consolidated affiliate ................................       --           120
                                                           --------    --------
      Cash provided from financing activities ..........      3,691       6,231
                                                           --------    --------
INCREASE IN CASH AND EQUIVALENTS .......................        281         329
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      1,316         712
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  1,597    $  1,041
                                                           ========    ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.


                                       3
<PAGE>   6


ITEM 1.  FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

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

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

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

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

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


                                       4
<PAGE>   7


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

OVERVIEW

Net  earnings  for the first half of 1996 were $1,232  million,  a $187  million
(18%) increase over the first half of 1995. The  Corporation's  contribution  to
the  earnings of its parent,  General  Electric  Capital  Services,  Inc.  after
payment of dividends  on its variable  cumulative  preferred  stock,  was $1,194
million, a $169 million (16%) increase over the comparable 1995 period.

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

OPERATING RESULTS

EARNED INCOME from all sources  increased  $1,729  million (17%) to $11,688  
million for the first half of 1996 over the first half of 1995.

Earned income from the specialized  financing,  mid-market  financing,  consumer
services and equipment management businesses increased $1,460 million (16%) over
the comparable  prior-year period. These increases  principally reflect a higher
average level of invested  assets,  resulting from both  origination  volume and
acquisitions of portfolios and businesses,  as well as higher consumer insurance
premiums  arising from  acquisitions  in 1995 and 1996.  Earned  income from the
specialty  insurance  businesses  increased $269 million (26%) to $1,287 million
for the first half of 1996 compared with the first half of 1995 due to growth in
premium  and  investment  income  resulting  from both  origination  volume  and
acquisitions.

INTEREST EXPENSE on borrowings for the first half of 1996 was $3,390 million, 8%
higher than for the first half of 1995.  The increase  reflected  the effects of
higher average borrowings used to finance asset growth,  partially offset by the
effects of lower interest rates.  The composite  interest rate on the borrowings
for the first  half of 1996 was 6.36%  compared  with 6.72% in the first half of
1995.

OPERATING AND ADMINISTRATIVE  EXPENSES were $3,622 million for the first half of
1996,  a 23%  increase  over the  first  half of 1995.  The  increase  primarily
reflected costs associated with businesses and portfolios acquired over the past
year and higher investment levels.

INSURANCE LOSSES AND  POLICYHOLDER AND ANNUITY BENEFITS  increased 39% to $1,392
million for the first half of 1996,  compared with $1,002  million for the first
half of 1995. The increase  primarily resulted from the acquisition of insurance
businesses in 1995 and 1996.

PROVISION FOR LOSSES ON FINANCING  RECEIVABLES increased to $441 million for the
first  half of  1996  from  $358  million  for the  first  half of  1995.  These
provisions  principally related to private-label and bank credit cards which are
discussed below under Portfolio Quality.


                                       5
<PAGE>   8


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

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING LEASES increased $74 million (8%) to $1,013 million for the first half
of 1996  compared  with $939  million for the first half of 1995.  The  increase
principally reflected higher levels of equipment on operating leases as a result
of portfolio growth and acquisitions.

PROVISION  FOR  INCOME  TAXES was $556  million  for the first  half of 1996 (an
effective  tax rate of 31%),  compared  with $507  million for the first half of
1995 (an  effective  tax rate of 33%).  The higher  provision  for income  taxes
reflected  increased  pre-tax  earnings.  The decrease in the 1996 effective tax
rate resulted  primarily  from  increased tax credits and increased  non-taxable
income.

PORTFOLIO QUALITY

THE PORTFOLIO OF FINANCING RECEIVABLES,  before allowance for losses,  increased
to $96.0  billion  at June  29,  1996  from  $95.8  billion  at the end of 1995.
Financing receivables are the Corporation's largest asset and the primary source
of revenues.  Related  allowances for losses at June 29, 1996,  aggregated  $2.5
billion  (2.63% of  receivables - the same level as at the end of 1995) and are,
in management's judgment, appropriate given the risk profile of the portfolio. A
discussion  about the quality of certain  elements of the portfolio of financing
receivables follows. "Nonearning receivables" are those that are 90 days or more
delinquent;  "reduced earning receivables" are receivables whose terms have been
restructured to a below-market yield.

CONSUMER  RECEIVABLES,  primarily  credit card and personal loans and auto loans
and leases,  were $42.6  billion at June 29,  1996,  an increase of $0.6 billion
from the end of 1995.  Nonearning and reduced earning  receivables  increased to
$739  million  at June 29,  1996,  from  $671  million  at  December  31,  1995.
Write-offs of consumer receivables  increased to $397 million for the first half
of 1996,  compared  with $297 million for the first half of 1995.  This increase
was primarily  attributable to higher average receivable balances resulting from
a  combination  of  origination   volume  and  acquisitions  of  businesses  and
portfolios and higher delinquencies consistent with overall industry experience.

COMMERCIAL  REAL ESTATE LOANS  classified  as financing  receivables  were $13.4
billion at June 29, 1996, the same as at year-end  1995.  Nonearning and reduced
earning  receivables  increased  to $282  million  at June 29,  1996,  from $179
million at December 31, 1995.  Write-offs of  commercial  real estate loans were
$18 million for the first half of 1996,  compared with $58 million for the first
half of 1995.  At June 29,  1996,  the  commercial  real estate  portfolio  also
included,  in other  assets,  $2.2  billion of assets  acquired  for resale from
various financial  institutions ($2.3 billion at year-end 1995) and $1.8 billion
of investments in real estate ventures ($1.7 billion at year-end 1995).

OTHER  FINANCING  RECEIVABLES,  totaling  $40.0  billion at June 29, 1996 ($40.4
billion at December 31, 1995), consisted of a diverse commercial, industrial and
equipment loan and lease portfolio.  Nonearning and reduced-earning  receivables
decreased to $268 million at June 29, 1996, from $285 million at year-end 1995.

Loans and leases to  commercial  airlines  amounted to $8.7  billion at June 29,
1996, up from $8.3 billion at the end of 1995. On July 15, 1996, the Corporation
announced  that it had placed a  multi-year  order with  Airbus  Industries  for
various aircraft whose list prices exceeded $2.5 billion.

OTHER MATTERS

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


                                       6
<PAGE>   9


                                                                      EXHIBIT 12

        GENERAL ELECTRIC CAPITAL CORPORATION 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, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

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

Net earnings ...........................................   $  1,232    $  1,232
Provision for income taxes .............................        556         556
Minority interest in net earnings  of consolidated 
 affiliates ............................................         42          42
                                                           --------    --------
Earnings before provision for income taxes and 
 minority interest .....................................      1,830       1,830
                                                           --------    --------
Fixed charges:

    Interest ...........................................      3,420       3,420
    One-third of rentals ...............................         82          82
                                                           --------    --------
Total fixed charges ....................................      3,502       3,502
                                                           --------    --------

Less capitalized interest, net of amortization .........         15          15
Earnings before provision for income taxes and 
 minority interest plus fixed charges ..................   $  5,317    $  5,317
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.52
                                                           ========

Preferred stock dividend requirements ..................               $     38
Ratio of earnings before provision for income taxes 
 to net earnings .......................................                   1.45
Preferred stock dividend on pre-tax basis ..............                     55
Fixed charges ..........................................                  3,502
                                                                       --------
Total fixed charges and preferred stock dividend 
 requirements ..........................................               $  3,557
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends .............................                   1.50
                                                                       ========
</TABLE>

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


                                       7
<PAGE>   10


                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a.  EXHIBITS.

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

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

     b.  REPORTS ON FORM 8-K.

         A current report on Form 8-K was filed on July 1, 1996, under Item 5 to
         disclose that,  during the year ended December 31, 1995, the Registrant
         completed  several business  acquisitions,  and entered into definitive
         agreements to consummate  other  business  acquisitions,  which,  on an
         aggregate basis, were considered significant for purposes of Regulation
         S-X. None of the acquisitions were considered  significant for purposes
         of Regulation S-X on a stand-alone basis.


                                       8
<PAGE>   11


                                   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 CORPORATION
                                                   (Registrant)

Date:  August 12, 1996             By:             /s/ J.A. Parke
                                     -------------------------------------------
                                     J. A. Parke, Senior Vice President, Finance
                                            (Principal Financial Officer)

Date:  August 12, 1996             By:             /s/ J.C. Amble
                                     ------------------------------------------
                                     J.C. Amble, Vice President and Controller
                                            (Principal Accounting Officer)


                                      9
<PAGE>   12


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS

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

    27         Financial Data Schedule (filed electronically only)



                                       10