Company Name: General Electric Co.
Public Availability Date: December 20, 2007

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

November 30, 2007

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareowner Proposal of Kevin Mahar Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, General Electric Company ("GE"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Shareowners Meeting (collectively, the "2008 Proxy Materials") a shareowner proposal (the "2008 Proposal") and supporting statement received from Kevin Mahar, who has appointed John Chevedden to act on his behalf (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before GE intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that shareowner proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the 2008 Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of GE pursuant to Rule 14a-8(k).

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the 2008 Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(i)(12)(ii) because the 2008 Proposal is identical to, and deals with substantially the same subject matter as shareowner proposals that were included in GE's 2006 and 2007 proxy materials, and the vote on the proposal that was included in GE's 2007 proxy materials did not satisfy the standard necessary for resubmission.

THE 2008 PROPOSAL

The 2008 Proposal, entitled "One Director from the Ranks of Retirees" requests that GE's Board of Directors "adopt a policy that each year our Board nominate one Director candidate for our Company's Board of Directors who is a non-executive retiree of our company." A copy of the 2008 Proposal and supporting statement, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A.

ANALYSIS

The 2008 Proposal May Be Excluded under Rule 14a-8(i)(12)(ii).

Rule 14a-8(i)(12)(ii) permits the exclusion of a shareowner proposal if "the proposal deals with substantially the same subject matter as another proposal or proposals that previously has or have been included in the company's proxy materials within the preceding 5 calendar years" and the proposal received "less than 6% of the vote on its last submission to shareholders if proposed twice previously within the preceding 5 calendar years...." As discussed below, the 2008 Proposal is identical to shareowner proposals from the Proponent that GE included in its 2006 and 2007 proxy materials, and the proposal received less than 6% of the vote on its last submission to shareowners.

A. The 2008 Proposal Is Identical to Proposals that Were Included in GE's Proxy Materials in 2006 and 2007.

In its 2007 proxy materials, filed on February 27, 2007, GE included an identical shareowner proposal submitted by the Proponent (the "2007 Proposal"). A copy of the 2007 Proposal as it appeared in GE's 2007 proxy materials is attached hereto as Exhibit B. In its 2006 proxy materials, filed on March 3, 2006, GE also included an identical shareowner proposal submitted by the Proponent (the "2006 Proposal," and together with the 2007 Proposal, the "Previous Proposals"). A copy of the 2006 Proposal as it appeared in GE's 2006 proxy materials is attached hereto as Exhibit C. Specifically, as with the 2008 Proposal, the Previous Proposals each request that GE "adopt a policy that each year our Board nominate one Director candidate for our Company's Board of Directors who is a non-executive retiree of our company."

The only difference between this submission and prior ones are insignificant revisions to the supporting statements accompanying the proposals. For example, the only differences between the supporting statements of the 2008 Proposal and the 2007 Proposal are that: (1) the 2008 Proposal's supporting statement updated the number of Board members from 15 to 16; (2) the 2008 Proposal included an additional sentence noting that one retiree director "would represent just 6% of the membership of the boardbut could offer a unique perspective;" and (3) the Proponent's discussion of a pension surplus in the 2008 Proposal's supporting statement opines that the surplus will diminish each year "because there are fewer older retirees each year" whereas the 2007 Proposal's supporting statement opines that the surplus will diminish "because these retirees are passing away." Similarly, the language of the 2006 Proposal's supporting statement is repeated in the supporting statement accompanying the 2008 Proposal, with the 2008 Proposal's supporting statement containing only minor additional statements. These insignificant changes in the supporting statements do not alter the substance of the three proposalsthat GE nominate one non-executive retiree to its Board of Directors.

In order for a company to exclude a resubmission in reliance on Rule 14a-8(i)(12), the proposals must deal with substantially the same subject matter, but need not be identical. See Exchange Act Release No. 20091 (Aug. 16, 1983)(the "1983 Release"); Great Lakes Chemical Corp. (avail. Feb. 22, 1996). In adopting the current version of Rule 14a-8(i)(12), the Commission indicated that the essential factor in determining whether a proposal deals with substantially the same subject matter is the overall substantive concern raised by the proposal rather than the specific language. See 1983 Release. Because the resolutions proposed in the 2008 Proposal, 2007 Proposal and 2006 Proposal are identical and the supporting statements are substantially the same, all three proposals raise the same substantive concern, and thus, the 2008 Proposal is excludable under Rule 14a-8(i)(12). See, e.g., Loews Corp. (avail. Jan. 16, 2007) (concurring in the exclusion of a proposal that was identical to a proposal submitted the prior year and included in the company's proxy materials, which did not receive the requisite 3% vote under Rule 14a-8(i)(12)(i)); Bank of America (avail. Feb. 14, 2006) (permitting exclusion of a proposal under Rule 14a-8(i)(12)(iii) where identical proposals "with only minor changes to the supporting statement" were submitted to a shareowner vote and did not receive the 10% threshold vote on the most recent submission); Verizon Communications Inc. (avail. Jan. 16, 2003) (permitting exclusion of a proposal pursuant to Rule 14a-8(i)(12)(iii) that was identical to proposals previously submitted within the last five years, which did not receive the relevant threshold vote on its last submission); Lawson Products, Inc. (avail. Mar. 13, 2000) (concurring that a proposal submitted for inclusion in the company's 2000 proxy materials was excludable under Rule 14a-8(i)(12)(iii) because the company had included an identical proposal in each of the prior three proxy statements, which did not receive 10% of the vote on its 1999 submission); American Int'l Group Inc. (avail. Nov. 8, 1999) (permitting exclusion of a proposal under Rule 14a-8(i)(12)(i) because an identical proposal was considered at the prior year's annual meeting and did not receive the relevant threshold vote); BankBoston Corp. (avail. May 27, 1999) (concurring in the exclusion of a proposal under Rule 14a-8(i)(12)(ii) where virtually identical proposals (with only slight changes in wording) were included in the company's proxy materials for the previous two years and did not receive the vote required for resubmission at the prior annual meeting); PG&E Corp. (avail. Jan. 15, 1999) (permitting exclusion of a proposal under Rule 14a-8(i)(12)(iii) that dealt with substantially the same subject matter as prior proposals submitted to the company, where variations in the language of the proposal and supporting statements "merely provide[d] administrative detail, or amplify[ied] the definition[s]" of certain phrases, which received less than 10% of the vote when last submitted to shareowners).

B. The 2007 Proposal Received Less than 6% of the Vote.

As reported in GE's Quarterly Report on Form 10-Q, filed on July 27, 2007 and attached hereto as Exhibit D, the 2007 Proposal received approximately 4.27% of the vote at GE's 2007 Annual Meeting of Shareowners. Specifically, the 2007 Proposal received 6,432,351,603 "against" votes and 286,823,919 "for" votes. In Staff Legal Bulletin No. 14, Question F.4 (July 13, 2001), the Staff stated that for purposes of counting votes under Rule 14a-8(i)(12), abstentions and broker non-votes are not included. Thus, when GE's shareowners last voted on a proposal identical to the 2008 Proposal, it received less than 6% of the vote.

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if GE excludes the 2008 Proposal from its 2008 Proxy Materials pursuant to Rule 14a-8(i)(12)(ii). We would be happy to provide additional information and answer any questions that may arise regarding this request. Moreover, GE agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to GE only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8671 or David M. Stuart, GE's Senior Counsel, at (203) 373-2243.

Sincerely,

/s/

Ronald O. Mueller

ROM/jlk

Enclosures

cc: David M. Stuart, General Electric Company
John Chevedden

[STAFF REPLY LETTER]

Mr. Jeffrey Immelt
Chairman
General Electric Company (GE)
3135 Easton Turnpike
Fairfield, CT 06828
PH: 203-373-2211
FX: 203-373-3131

Rule 14a-8 Proposal

Dear Mr. Immelt,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the respective shareholder meeting and the presentation of this proposal at the annual meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for John Chevedden and/or his designee to act on my behalf regarding this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to John Chevedden at:

olmsted7p (at) earthlink.net
(In the interest of saving company expenses please communicate via email.)
PH: 310-371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal by email.

Sincerely,

/s/

Kevin Mahar

Oct 16, 2007
Date

cc: Brackett B. Denniston III
Corporate Secretary
PH: 203-373-2243
FX: 203-373-2523

[APPENDIX]

[Rule 14a-8 Proposal, October 31, 2007]

3 - One Director from the Ranks of Retirees

Resolved: One Director from the Ranks of Retirees; Shareholders recommend that our Board of Directors adopt a policy that each year our Board nominate one Director candidate for our Company's Board of Directors who is a non-executive retiree of our company.

Kevin Mahar, 33 Rockwood Road, Lynnfield, MA 01940 sponsors this proposal.

The substantial number of shares held by the 205,000 General Electric retirees suggests that representation on the Board would be appropriate. A retiree would bring a unique perspective along with increased balance to the Board's deliberations. With 16 directors on our board in 2007 there is clearly room for one retiree director. One retire director would represent just 6% of the membership of the board - but could offer a unique perspective.

By adopting this resolution, we will have the benefit of a director candidate with independence from company management and simultaneously add to the diversity of the Board. One retiree director could help correct an injustice concerning older retirees who get only an $18 monthly pension. Correcting this injustice could improve the morale of current employees.

Older retirees are not covered under a 2003 union contract for most retirees that gives a minimum monthly pension of $33 times the retiree's years of service. There were 57,000 older retirees who could qualify for that $33 minimum. The sharne of it all is that the GE pension trust was worth over $49 billion dollars with a surplus of over $9 billion. Correcting this injustice would cost about $250 million a year from the surplus. The amount from the surplus will diminish each year because there are fewer older retirees each year.

Our former Chairman Jack Welch said that GE retirees are the largest block of shareowners in our company. Consequently their interests are aligned with the interests of our company. Accordingly the largest block of shareowners should be represented on our board.

One Director from the Ranks of Retirees Yes on 3

Notes:

Kevin Mahar, 33 Rockwood Road, Lynnfield, MA 01940 sponsors this proposal.

The above format is requested for publication without re-editing or re-formatting.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout all the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting and the proposal will be presented at the annual meeting.

Please acknowledge this proposal promptly by email and advise the most convenient fax number and email address to forward a broker letter, if needed, to the Corporate Secretary's office.

[STAFF REPLY LETTER]

December 20, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: General Electric Company

Incoming letter dated November 30, 2007

The proposal recommends that the board adopt a policy to nominate one director candidate who is a non-executive retiree of the company.

There appears to be some basis for your view that GE may exclude the proposal under rule 14a-8(i)(12)(ii). Accordingly, we will not recommend enforcement action to the Commission if GE omits the proposal from its proxy materials in reliance on rule 14a-8(i)(12)(ii).

Sincerely,

/s/

Peggy Kim
Attorney-Adviser