<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 September 28, 1996

                                       OR

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

                         SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

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

                          Commission file number 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 November 8, 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      NINE MONTHS ENDED
                                                                  ---------------------   ---------------------
(In millions)                                                     SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER
                                                                   28, 1996    30, 1995    28, 1996    30, 1995
                                                                   --------    --------    --------    --------
<S>                                                                <C>         <C>         <C>         <C>
EARNED INCOME ..................................................   $  7,008    $  5,395    $ 18,696    $ 15,354
                                                                   --------    --------    --------    --------

EXPENSES

Interest .......................................................      1,685       1,662       5,075       4,793
Operating and administrative ...................................      2,583       1,456       6,205       4,400
Insurance losses and policyholder and annuity benefits .........        821         445       2,213       1,447
Provision for losses on financing receivables ..................        254         352         695         710
Depreciation and amortization of buildings and equipment and
 equipment on operating leases .................................        556         487       1,569       1,426
Minority interest in net earnings of consolidated affiliates ...         17          15          59          48
                                                                   --------    --------    --------    --------
                                                                      5,916       4,417      15,816      12,824
                                                                   --------    --------    --------    --------
EARNINGS

Earnings before income taxes ...................................      1,092         978       2,880       2,530
Provision for income taxes .....................................       (344)       (330)       (900)       (837)
                                                                   --------    --------    --------    --------

NET EARNINGS ...................................................        748         648       1,980       1,693
Dividends ......................................................       (272)       (260)       (746)       (521)
Retained earnings at beginning of period .......................      9,695       9,105       8,937       8,321
                                                                   --------    --------    --------    --------
RETAINED EARNINGS AT END OF
PERIOD .........................................................   $ 10,171    $  9,493    $ 10,171    $  9,493
                                                                   ========    ========    ========    ========
</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)                                          SEPTEMBER 28,  DECEMBER 31,
                                                           1996          1995
                                                       -------------  ------------
                                                       (UNAUDITED)
<S>                                                        <C>         <C>
ASSETS

Cash and equivalents ...................................   $  2,777    $  1,316
Investment securities ..................................     33,623      26,991
Financing receivables:
    Time sales and loans, net of deferred income .......     59,902      59,591
    Investment in financing leases, net of
     deferred income ...................................     37,269      36,200
                                                           --------    --------
                                                             97,171      95,791
    Allowance for losses on financing receivables ......     (2,556)     (2,519)
                                                           --------    --------
        Financing receivables - net ....................     94,615      93,272
Other receivables - net ................................      6,988       6,408
Equipment on operating leases (at cost), less
 accumulated amortization of $5,336 and $4,670 .........     15,813      13,793
Other assets ...........................................     25,361      19,045
                                                           --------    --------
TOTAL ASSETS ...........................................   $179,177    $160,825
                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................   $ 68,371    $ 59,264
Long-term borrowings:
    Senior .............................................     45,636      47,794
    Subordinated .......................................        697         697
Insurance liabilities, reserves and annuity benefits ...     31,637      22,401
Other liabilities ......................................      9,926       9,202
Deferred income taxes ..................................      7,121       6,562
                                                           --------    --------
    Total liabilities ..................................    163,388     145,920
                                                           --------    --------
Minority interest in equity of consolidated affiliates .        769         703
                                                           --------    --------
Capital stock ..........................................        770         770
Additional paid-in capital .............................      4,024       4,022
Retained earnings ......................................     10,171       8,937
Unrealized gains on investment securities ..............        141         543
Foreign currency translation adjustments ...............        (86)        (70)
                                                           --------    --------
    Total equity .......................................     15,020      14,202
                                                           --------    --------
TOTAL LIABILITIES AND EQUITY ...........................   $179,177    $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>
                                                            NINE MONTHS ENDED
                                                          ----------------------
(In millions)                                             SEPTEMBER    SEPTEMBER
                                                           28, 1996     30, 1995
                                                          ---------    ---------
<S>                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings ...........................................   $  1,980    $  1,693
Adjustments to reconcile net earnings to cash provided
 from operating activities:
    Provision for losses on financing receivables ......        695         710
    Depreciation and amortization of buildings and
     equipment and equipment on operating leases .......      1,569       1,426
    Other - net ........................................      1,758       1,686
                                                           --------    --------
      Cash provided from operating activities ..........      6,002       5,515
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in loans to customers .........................    (38,262)    (33,141)
Principal collections from customers ...................     39,080      31,415
Investment in assets on financing leases ...............     (9,249)    (10,703)
Principal collections on financing leases ..............      8,345       5,968
Net increase in credit card receivables ................       (950)     (1,067)
Buildings and equipment and equipment on
 operating leases:
   - additions .........................................     (4,058)     (4,208)
   - dispositions ......................................        677       2,074
Payments for principal businesses purchased, net of
 cash acquired .........................................     (2,320)     (2,433)
Proceeds from principal business dispositions ..........       --           575
Purchases of investment securities by insurance
 affiliates and annuity businesses .....................     (5,396)     (4,970)
Dispositions and maturities of investment securities
 by insurance affiliates and annuity businesses ........      5,203       4,717
Other - net ............................................     (3,702)     (1,680)
                                                           --------    --------
      Cash used for investing activities ...............    (10,632)    (13,453)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities 90 days or less) ..      7,312      (7,538)
Newly issued debt
   - short-term (maturities 91-365 days) ...............      3,693       1,862
   - long-term senior ..................................     12,998      26,506
Proceeds - non-recourse, leveraged lease debt ..........        505         257
Repayments and other reductions
   - short-term (maturities 91-365 days) ...............    (17,082)    (11,336)
   - long-term senior ..................................       (780)       (597)
Principal payments - non-recourse, leveraged lease debt.       (227)       (235)
Proceeds from sales of investment and annuity contracts.      1,982         976
Redemption of investment and annuity contracts .........     (1,689)     (1,593)
Dividends paid .........................................       (746)       (521)
Issuance of preferred stock in excess of par value .....         --         525
Issuance of variable cumulative preferred stock by
 consolidated affiliate ................................        125         120
                                                           --------    --------
      Cash provided from financing activities ..........      6,091       8,426
                                                           --------    --------
INCREASE IN CASH AND EQUIVALENTS .......................      1,461         488
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      1,316         712
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  2,777    $  1,200
                                                           ========    ========
</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 nine months of 1996 were $1,980 million, a $287
million (17%) increase over the first nine months 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
$1,924 million, a $264 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 $3,342 million (22%) to $18,696 million
for the first nine months of 1996 over the first nine months of 1995.

Earned income from the specialized financing, mid-market financing, consumer
services and equipment management businesses increased $2,786 million (20%) over
the comparable prior-year period. These increases principally reflect a higher
average level of invested assets, resulting from both origination volume and
acquisitions of portfolios and businesses, higher consumer insurance premiums
arising from acquisitions in 1995 and 1996 and increased personal computer
equipment sales associated with the acquisitions of Ameridata Technologies, Inc.
("Ameridata") and CompuNet Computer AG ("CompuNet") during the third quarter of
1996. Earned income from the specialty insurance businesses increased $556
million (36%) to $2,116 million for the first nine months of 1996 compared with
the first nine months of 1995 due to growth in premium and investment income
resulting from both origination volume and acquisitions.

INTEREST EXPENSE on borrowings for the first nine months of 1996 was $5,075
million, 6% higher than for the first nine months of 1995. The increase
reflected the effects of higher average borrowings used to finance asset growth,
partially offset by the effects of lower interest rates. The composite interest
rate on the borrowings for the first nine months of 1996 was 6.26% compared with
6.77% in the first nine months of 1995.

OPERATING AND ADMINISTRATIVE EXPENSES were $6,205 million for the first nine
months of 1996, a 41% increase over the first nine months of 1995. The increase
primarily reflected costs associated with businesses and portfolios acquired
over the past year and higher investment levels. Included in the increase are
costs of personal computer equipment sold associated with the acquisitions of
Ameridata and CompuNet during the third quarter of 1996.

INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS increased 53% to $2,213
million for the first nine months of 1996, compared with $1,447 million for the
first nine months of 1995. The increase primarily resulted from the acquisition
of insurance businesses in 1995 and 1996.

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

                                       5
<PAGE>   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 $143 million (10%) to $1,569 million for the first
nine months of 1996 compared with $1,426 million for the first nine months of
1995. The increase principally reflected higher levels of equipment on operating
leases as a result of portfolio growth and acquisitions.

PROVISION FOR INCOME TAXES was $900 million for the first nine months of 1996
(an effective tax rate of 31%), compared with $837 million for the first nine
months 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 a decrease in foreign
taxes.

PORTFOLIO QUALITY

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

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

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

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

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

OTHER MATTERS

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

                                       6
<PAGE>   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

                      NINE MONTHS ENDED SEPTEMBER 28, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     RATIO OF
                                                                    EARNINGS TO
                                                                     COMBINED
                                                                       FIXED
                                                          RATIO OF  CHARGES AND
                                                          EARNINGS   PREFERRED
                                                          TO FIXED     STOCK
(Dollar amounts in millions)                              CHARGES    DIVIDENDS
                                                          --------- -----------
<S>                                                        <C>         <C>
Net earnings ...........................................   $  1,980    $  1,980
Provision for income taxes .............................        900         900
Minority interest in net earnings  of consolidated
 affiliates.............................................         59          59
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest...............................................      2,939       2,939
                                                           --------    --------
Fixed charges:
    Interest ...........................................      5,121       5,121
    One-third of rentals ...............................        126         126
                                                           --------    --------
Total fixed charges ....................................      5,247       5,247
                                                           --------    --------

Less capitalized interest, net of amortization .........         26          26
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest plus fixed charges ...........................   $  8,160    $  8,160
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.56
                                                           ========

Preferred stock dividend requirements ..................               $     56
Ratio of earnings before provision for income taxes to
 net earnings...........................................                   1.45
Preferred stock dividend on pre-tax basis ..............                     81
Fixed charges ..........................................                  5,247
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements...........................................               $  5,328
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends..............................                   1.53
                                                                       ========
</TABLE>

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

                                       7
<PAGE>   10
                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a.  EXHIBITS.

         Exhibit 3(i). A complete copy of the Organization Certificate of the
         Corporation as last amended on November 1, 1995 and currently in
         effect, consisting of the following: (a) the Organization Certificate
         of the Corporation as in effect immediately prior to the filing of the
         Certificate of Amendment as of April 21, 1995 (Incorporated by
         reference to Exhibit 3(i) to the Corporation's Form 10-K Report for the
         year ended December 31, 1993); (b) a Certificate of Amendment filed in
         the Office of the Superintendent of Banks of the State of New York (the
         "Office of the Superintendent") as of April 21, 1995 (Incorporated by
         reference to Exhibit 4(b) to the Corporation's Registration Statement
         on Form S-3, File No. 33-58771); (c) a Certificate of Amendment filed
         in the Office of the Superintendent as of May 11, 1995 (Incorporated by
         reference to Exhibit 4(c) to the Corporation's Registration Statement
         on form S-3, File No. 33-61257); (d) a Certificate of Amendment filed
         in the Office of the Superintendent as of June 28, 1995 (Incorporated
         by reference to Exhibit 4(d) to the Corporation's Registration
         Statement on Form S-3, File No. 33-61257); (e) a certificate of
         Amendment filed in the Office of the Superintendent as of July 17, 1995
         (Incorporated by reference to Exhibit 4(e) to the Corporation's
         Registration Statement on Form S-3, File No. 33-61257); (f) a
         Certificate of Amendment filed in the Office of the Superintendent as
         of November 1, 1995 (Incorporated by reference to Exhibit 3(i) to the
         Corporation's Form 10-K Report for the year ended December 31, 1995);
         and (g) a Certificate of Amendment filed in the Office of the
         Superintendent as of September 26, 1996 (Incorporated by reference to
         Exhibit 4(g) to the Corporation's Registration Statement on Form S-3,
         File No. 33-13195).

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

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

     b.  REPORTS ON FORM 8-K.

         None

                                        8
<PAGE>   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:  November 11, 1996       By:             /s/ J.A. Parke
                                  -----------------------------------------
                                  J.A. Parke, Senior Vice President, Finance
                                         (Principal Financial Officer)

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

                                        9
<PAGE>   12
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS

EXHIBIT NO.                                                                 PAGE
-----------                                                                 ----
    3(i)     A complete copy of the Organization Certificate of the
             Corporation as last amended on November 1, 1995 and
             currently in effect, consisting of the following: (a) the
             Organization Certificate of the Corporation as in effect
             immediately prior to the filing of the Certificate of
             Amendment as of April 21, 1995 (Incorporated by reference to
             Exhibit 3(i) to the Corporation's Form 10-K Report for the
             year ended December 31, 1993); (b) a Certificate of
             Amendment filed in the Office of the Superintendent of Banks
             of the State of New York (the "Office of the
             Superintendent") as of April 21, 1995 (Incorporated by
             reference to Exhibit 4(b) to the Corporation's Registration
             Statement on Form S-3, File No. 33-58771); (c) a Certificate
             of Amendment filed in the Office of the Superintendent as of
             May 11, 1995 (Incorporated by reference to Exhibit 4(c) to
             the Corporation's Registration Statement on form S-3, File
             No. 33-61257); (d) a Certificate of Amendment filed in the
             Office of the Superintendent as of June 28, 1995
             (Incorporated by reference to Exhibit 4(d) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-61257); (e) a certificate of Amendment filed in the
             Office of the Superintendent as of July 17, 1995
             (Incorporated by reference to Exhibit 4(e) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-61257); (f) a Certificate of Amendment filed in the
             Office of the Superintendent as of November 1, 1995
             (Incorporated by reference to Exhibit 3(i) to the
             Corporation's Form 10-K Report for the year ended December
             31, 1995); and (g) a Certificate of Amendment filed in the
             Office of the Superintendent as of September 26, 1996
             (Incorporated by reference to Exhibit 4(g) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-13195).

    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