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General Elec. (GEC)

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Wednesday 04 October, 2006

General Elec.

Director/PDMR Shareholding

General Electric Company
04 October 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, 2008
                         STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP                                              
                                                                                              Estimated average
                 Filed pursuant to Section 16(a) of the Securities Exchange Act of            burden hours per  
               1934, Section 17(a) of the Public Utility Holding Company Act of 1935          response              0.5
                     or Section 30(h) of the Investment Company Act of 1940                 
  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
PENSKE ROGER S                            Symbol                                    (s) to Issuer
----------------------------------------  GENERAL ELECTRIC CO ( GE )                (Check all applicable)
(Last)        (First)       (Middle)                                                X     Director          10% Owner

GENERAL ELECTRIC COMPANY                  3. Date of Earliest Transaction (Month/         Officer           Other
3135 EASTON TURNPIKE                      Day/Year)                                       (give title       (specify
----------------------------------------  10/02/2006                                      below)            below)
(Street)

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:    Indirect
Security   Exercise (Month/  any       (Instr. tive     Expira-      of              tive     tive     Direct   Benefi-
(Instr. 3) Price of Day/     (Month/   8)      Securi-  tion         Underlying      Security Securi-  (D) or   cial 
           Deriva-  Year)    Day               ties     Date         Securities      (Instr.  ties     Indirect Owner-
           tive              /Year)            Acquired (Month/      (Instr. 3       5)       Benefi-  (I)      ship
           Security                            (A) or   Day          and 4)                   cially   (Instr.  (Instr.
                                               Disposed /Year)                                Owned     4)      4)  
                                               of (D)                                         Follow-  
                                               (Instr.                                        ing      
                                               3, 4                                           Reported  
                                               and 5)                                         Transa-
                                                                                              ction(s)
                                                                                              Instr.4)

                                      Code  V  (A) (D) Date    Expir- Title    Amount
                                                       Exerci- ation           or
                                                       sable   Date            Number                 
                                                                               of
                                                                               Shares
Deferred   (2)      10/02/2006         A       1,802   (3)     (3)    Common   1,802  $34.68  87,082   D
Fee Phantom                                                           Stock
Stock
Units (1)


Explanation of Responses:

1. Acquired at a price of $34.68 pursuant to the terms of the 2003 Non-Employee Director Compensation Plan. Payable
   beginning one year after termination of service as director.
2. Security converts to common stock on a one-for-one basis
3. Payable beginning one year after termination of service as director.


Remarks:
                                                      Eliza W. Fraser on behalf of Roger S. Penske      10/04/2006
                                                      ** Signature of Reporting Person                  Date
                                                                       

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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