Sec Form 4 Filing - FRAIZER MICHAEL D @ GENERAL ELECTRIC CO - 2004-05-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FRAIZER MICHAEL D 2. Issuer Name and Ticker or Trading Symbol GENERAL ELECTRIC CO [ GE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) GENERAL ELECTRIC COMPANY, 3135 EASTON TURNPIKE 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2004 (Street) FAIRFIELD, CT06828 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/24/2004 D 45,000 ( 2 ) ( 2 ) Common Stock 45,000 $ 0 ( 11 ) 0 D Restricted Stock Units ( 1 ) 05/24/2004 D 78,750 ( 3 ) ( 3 ) Common Stock 78,750 $ 0 ( 11 ) 0 D Restricted Stock Units ( 1 ) 05/24/2004 D 45,000 ( 4 ) ( 4 ) Common Stock 45,000 $ 0 ( 11 ) 0 D Restricted Stock Units ( 1 ) 05/24/2004 D 45,000 ( 5 ) ( 5 ) Common Stock 45,000 $ 0 ( 11 ) 0 D Restricted Stock Units ( 1 ) 05/24/2004 D 40,000 ( 6 ) ( 6 ) Common Stock 40,000 $ 0 ( 11 ) 0 D Restricted Stock Units ( 1 ) 05/24/2004 D 43,334 ( 7 ) ( 7 ) Common Stock 43,334 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 10.65 05/24/2004 D 90,000 09/15/1998 09/15/2005 Common Stock 90,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 14.73 05/24/2004 D 108,000 09/13/1999 09/13/2006 Common Stock 108,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 22.08 05/24/2004 D 75,000 09/12/2000 09/12/2007 Common Stock 75,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 26.42 05/24/2004 D 120,000 09/11/2001 09/11/2008 Common Stock 120,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 39.73 05/24/2004 D 135,000 09/10/2002 09/10/2009 Common Stock 135,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 57.31 05/24/2004 D 125,000 09/22/2003 09/22/2010 Common Stock 125,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 43.75 05/24/2004 D 200,000 07/26/2004 07/26/2011 Common Stock 200,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 8 ) $ 35.48 05/24/2004 D 100,000 09/26/2004 09/26/2011 Common Stock 100,000 $ 0 ( 11 ) 0 D Employee Stock Option (right to buy) ( 9 ) $ 27.05 05/24/2004 D 300,000 09/13/2003 09/13/2012 Common Stock 300,000 $ 0 ( 11 ) 0 D Stock Appreciation Right (exercisable for stock) ( 10 ) $ 31.53 05/24/2004 D 195,000 09/12/2004 09/12/2013 Common Stock 195,000 $ 0 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRAIZER MICHAEL D GENERAL ELECTRIC COMPANY 3135 EASTON TURNPIKE FAIRFIELD, CT06828 Senior Vice President Signatures Eliza W. Fraser on behalf of Michael D. Fraizer 05/25/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1-for-1 ( 2 )Unlapsed units from 10/30/1995 grant; Vesting schedule: 25% on third anniversary; 25% on seventh anniversary, balance at age 65. ( 3 )Unlapsed units from 6/26/1998 grant; Vesting schedule: 25% on third anniversary; 25% on seventh anniversary, balance at age 65. ( 4 )Unlapsed units from 7/29/1999 grant; Vesting schedule: 25% on third anniversary; 25% on seventh anniversary, balance at age 65. ( 5 )Unlapsed units from 6/22/2000 grant; Vesting schedule: 25% on third anniversary; 25% on seventh anniversary, balance at age 65. ( 6 )Unlapsed units from 9/10/2001 grant; Vesting schedule: 25% on third anniversary; 25% on seventh anniversary, balance at age 65. ( 7 )Unlapsed units from 9/12/2003 grant; Vesting schedule: 50% on third anniversary; 50% on fifth anniversary. ( 8 )The options became exercisable in two equal annual installments of 50% each, with 50% exercisable on the "Date Exercisable" shown to the right and another 50% two years thereafter. ( 9 )The options became exercisable in five equal installments of 20% each beginning on the first anniversary of the 9/13/2002 grant date. ( 10 )The SARS became exercisable in five equal installments of 20% each beginning on the first anniversary of the 9/12/2003 grant date. ( 11 )These securities were canceled effective 5/24/2004 by mutual agreement of Mr. Fraizer and GE pursuant to the Genworth IPO.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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