Director/PDMR Shareholding

General Electric Company
27 February 2006

SEC Form 4
FORM 4                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION                       OMB APPROVAL
                         Washington, D.C. 20549                                                 OMB Number:   3235-0287
                                                                                                Expires:    January 31,
                         STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                                              2008
                                                                                                Estimated average
                         Filed pursuant to Section 16(a) of the Securities Exchange Act of      burden
                         1934, Section 17(a) of the Public Utility Holding Company Act of 1935  hours per           0.5
                         or Section 30(h) of the Investment Company Act of 1940                 response
  Check this box if no
  longer subject to
  Section 16. Form 4 or
  Form 5 obligations may
  continue. See
  Instruction 1(b).

1. Name and Address of Reporting Person*  2. Issuer Name and Ticker or Trading      5. Relationship of Reporting Person
RICE JOHN G                               Symbol                                    (s) to Issuer
----------------------------------------  GENERAL ELECTRIC CO ( GE )                (Check all applicable)
(Last)        (First)       (Middle)                                                      Director          10% Owner
GENERAL ELECTRIC COMPANY                  3. Date of Earliest Transaction (Month/   X     Officer           Other
3135 EASTON TURNPIKE                      Day/Year)                                       (give title       (specify
----------------------------------------  02/22/2006                                      below)            below)
(Street)                                                                            Senior Vice President
FAIRFIELD     CT            06828         4. If Amendment, Date of Original Filed   6. Individual or Joint/Group Filing
----------------------------------------  (Month/Day/Year)                          (Check Applicable Line)
(City)        (State)       (Zip)                                                   X     Form filed by One Reporting
                                                                                          Person
                                                                                          Form filed by More than One
                                                                                          Reporting Person


                      Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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




                Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
                        (e.g., puts, calls, warrants, options, convertible securities)


1.         2.       3.       3A.       4.      5.       6. Date      7.              8.       9.       10.      11. 
Title      Conver-  Transa-  Deemed    Transa- Number   Exercis-     Title           Price    Number   Owner-   Nature
of         sion     ction    Execution ction   of       able         and             of       of       ship     of
Derivative or       Date     Date, if  Code    Deriva-  and          Amount          Deriva-  Deriva-  Form of  Indirect
Security   Exercise (Month/  any       (Instr. tive     Expira-      of              tive     tive     Deriva-  Benefi-
(Instr. 3) Price of Day/     (Month/   8)      Securi-  tion         Underlying      Security Securi-  tive     cial 
           Deriva-  Year)    Day               ties     Date         Securities      (Instr.  ties    Security: Owner-
           tive              /Year)            Acquired (Month/      (Instr. 3       5)       Benefi-  Direct   ship
           Security                            (A) or   Day          and 4)                   cially   (D) or   (Instr.
                                               Disposed /Year)                                Owned    Indirect  4)  
                                               of (D)                                         Follow-  (I)
                                               (Instr.                                        ing      (Instr.
                                               3, 4                                           Reported  4)
                                               and 5)                                         Transa-
                                                                                              ction(s)
                                                                             Amount or        Instr.4)
                                                        Date     Expir-      Number of
                                       Code V (A) (D)   Exercis- ation Title Shares  
                                                        able     Date

Phantom    (1)    02/22/2006           A       2,032    ( 2 )   ( 2 )  Common  2,032  $33.41  35,535   D                
Stock                                                                  Stock
Units



Explanation of Responses:
1. 1-for-1
2. Reallocable to other investment media. Payable after termination of employment. Total includes accrued dividends.
Remarks:
                                                                       Eliza W. Fraser on       02/24/2006
                                                                       behalf of John G. Rice
                                                                       ** Signature of          Date
                                                                       Reporting Person


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6
for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB Number.


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