Company Name: General Electric Co.
Public Availability Date: December 31, 2007

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

December 7, 2007

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Shareowner Proposal of IUE-CWA Pension Fund 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 and statements in support thereof (the "Proposal") received from IUE-CWA Pension Fund (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 this 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 Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponent has not provided the requisite proof of continuous share ownership in response to GE's request for that information. A copy of the Proposal is attached to this letter as Exhibit A.

BACKGROUND

The Proponent initially submitted the Proposal on October 29, 2007, to GE via facsimile and UPS next day delivery. GE received the Proposal on October 29, 2007. See Exhibit A. The Proponent did not include with the Proposal evidence demonstrating satisfaction of Rule 14a-8(b). Furthermore, the Proponent does not appear on the records of GE's stock transfer agent as a shareowner of record.

On November 1, 2007, via facsimile and U.S. postage mail, the Proponent submitted a letter from Michael Lostutter, Director of the IUE-CWA Pension Fund, regarding documentation of the Proponent's ownership of GE shares (the "Proponent's Statement of Ownership"). See Exhibit B. GE received the Proponent's Statement of Ownership on November 1, 2007. The Proponent's Statement of Ownership is dated October 31, 2007, and states: "This is to confirm that the IUE-CWA Pension Fund held common shares of General Electric well in excess of a $2,000 market value during the period of October 29, 2006 through the present date."

The Proponent's Statement of Ownership was signed by Michael Lostutter as "Director, IUE-CWA Pension Fund." Mr. Lostutter does not appear on the records of GE's stock transfer agent as a shareowner of record. Accordingly, GE sent a letter on November 9, 2007, within 14 calendar days of GE's receipt of the Proposal, notifying the Proponent of the requirements of Rule 14a-8 and how the Proponent could cure the procedural deficiency, specifically that a shareowner must provide sufficient proof of ownership under Rule 14a-8(b) (the "Deficiency Notice"). A copy of the Deficiency Notice is attached hereto as Exhibit C. In addition, GE attached to the Deficiency Notice a copy of Rule 14a-8. The Deficiency Notice states, "to date we have not received proof that the IUE-CWA Pension Fund has satisfied Rule 14a-8's ownership requirements" and further states:

To remedy this procedural defect, you must submit sufficient proof of the IUE-CWA Pension Fund's ownership of Company shares. As explained in Rule 14a-8(b), sufficient proof may be in the form of:

a written statement from the "record" holder of the shares (usually a broker or a bank) verifying that, as of the date the proposal was submitted, the IUE-CWA Pension Fund continuously held the requisite number of Company shares for at least one year; or

if the IUE-CWA Pension Fund has filed with the SEC a Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, or amendments to those documents or updated forms, ... a copy of the schedule and/or form ... and a written statement that the IUE-CWA Pension Fund continuously held the required number of shares for the one-year period.

The Proponent received the Deficiency Notice on November 13, 2007. See Exhibit D.

On November 30, 2007, more than 14 calendar days after the Proponent received the Deficiency Notice, GE received a facsimile from the Proponent indicating that it had received GE's Deficiency Notice and resubmitting the Proponent's Statement of Ownership, which the Proponent's November 30, 2007, letter describes as "the statement from the IUE-CWA Pension Fund." See Exhibit E. It should be noted that in 2006, the Proponent likewise initially submitted as proof of ownership a letter from Michael Lostutter, Director, IUE-CWA Pension Fund. In response to the deficiency notice that GE sent to the Proponent last year, the Proponent responded with confirmation of ownership from The Northern Trust Company, custodian for the IUE-CWA Pension Fund. See Exhibit F.

ANALYSIS

The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a-8(f)(1) Because the Proponent Failed to Establish the Requisite Eligibility to Submit the Proposal.

GE may exclude the Proposal under Rule 14a-8(f)(1) because the Proponent did not substantiate its eligibility to submit the Proposal under Rule 14a-8(b). Staff Legal Bulletin No. 14 specifies that when the shareowner is not the registered holder, the shareowner "is responsible for proving his or her eligibility to submit a proposal to the company," which the shareowner may do by one of the two ways provided in Rule 14a-8(b)(2). See Section C.1.c, Staff Legal Bulletin No. 14 (July 13, 2001).

If the shareowner proponent is not the registered holder of the company's securities, Rule 14a-8(b)(2) requires that the shareowner prove its eligibility in one of two ways: (i) either the shareowner may submit "a written statement from the `record' holder of [the shareowner's] securities (usually a broker or a bank) verifying that, at the time [the shareowner] submitted [its] proposal, [it] continuously held the securities for at least one year;" or (ii) if the shareowner has filed with the Commission a Schedule 13D, Schedule 13G, Form 3, Form 4, and/or Form 5, or any amendments to those documents or updated forms, reflecting the shareowner's ownership of the shares as of the requisite date, the shareowner may demonstrate requisite ownership by submitting "[a] copy of the schedule and/or form, and any subsequent amendments reporting a change in [the shareowner's] ownership level" together with a written statement that the shareowner "continuously held the required number of shares for the one-year period."

As described above, GE received the Proposal on October 29, 2007, and the deficient Proponent's Statement of Ownership on November 1, 2007. GE timely sent the Deficiency Notice to the Proponent by overnight mail on November 9, 2007 (within 14 days of receiving the Proposal). The Proponent failed to reply to the Deficiency Notice within 14 days of receiving such notice, the period prescribed by Rule 14a-8(b), and when it responded 17 days later on November 30, 2007, the Proponent only resubmitted the Proponent's Statement of Ownership.

Rule 14a-8(f) provides that a company may exclude a shareowner proposal if the proponent fails to provide evidence of eligibility under Rule 14a-8, including the record owner requirements, provided that the company timely notifies the proponent of the problem and the proponent fails to correct the deficiency within the required time. GE satisfied its obligation under Rule 14a-8 in the Deficiency Notice to the Proponent, which stated:

the ownership requirements of Rule 14a-8(b);

the fact that according to GE's stock records, the Proponent was not a record owner of its shares;

the type of documentation necessary to demonstrate ownership under Rule 14a-8(b);

that the Proponent's response had to be postmarked or transmitted electronically no later than 14 calendar days from the date the Proponent received the Deficiency Notice; and

that a copy of the shareowner proposal rules set forth in Rule 14a-8 was enclosed.

On numerous occasions the Staff has taken a no-action position concerning a company's omission of a shareowner proposal based on a proponent's failure to provide satisfactory evidence of its eligibility under Rule 14a-8(b) and Rule 14a-8(f)(1). See, e.g., Motorola, Inc. (avail. Jan. 10, 2005); Johnson & Johnson (avail. Jan. 3, 2005); Agilent Technologies, Inc. (avail, Nov. 19, 2004); Intel Corp. (avail. Jan. 29, 2004). See also Viad Corp. (avail. Mar. 19, 2007). Similarly, here the Proponent did not provide sufficient documentary support that the Proponent had satisfied Rule 14a-8(b)'s ownership requirements. Moreover, as noted above, the Proponent also submitted a proposal to GE last year and in prior years, and on those occasions provided sufficient proof of ownership to GE. Thus, the Proponent should be well aware of the need to demonstrate compliance with the ownership requirements of Rule 14a-8.

Despite the Deficiency Notice, the Proponent still failed to provide GE with satisfactory evidence of its requisite beneficial ownership. Accordingly, we ask that the Staff concur that GE may exclude the Proposal under Rule 14a-8(b) and Rule 14a-8(f)(1).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if GE excludes the Proposal from its 2008 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1). We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. 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, my colleague Elizabeth A. Ising at (202) 955-8287 or David M. Stuart, GE's Senior Counsel, at (203) 373-2243.

Sincerely,

/s/

Ronald O. Mueller

ROM/lms

Enclosures

cc: David M. Stuart, General Electric Company James D. Clark, IUE-CWA Pension Fund

[APPENDIX 1]

Via fax and UPS next day delivery

October 29, 2007

Brackett Denniston
Senior Vice President, Corporate Secretary and General Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431

Re: Submission of Shareholder Proposal

Dear Mr. Denniston:

On behalf of the IUE-CWA Pension Fund ("Fund"), we hereby submit the enclosed Shareholder Proposal ("Proposal") for inclusion in the General Electric Company proxy statement to be circulated to Company shareholders in conjunction with the next annual meeting of shareholders in 2008. The Proposal is submitted under Rule 14(a)-8 of the U.S. Securities and Exchange Commission's proxy regularions.

The Fund is a beneficial holder of General Electric common stock with market value in excess of 52,000 held continuously for more than a year prior to this date of submission.

The Fund intends to continue to own General Electric common stock through the date of the Company's 2008 annual meeting. Either the undersigned or a designated representative will present the Proposal for consideration at the annual meeting of stockholders.

Sincerely,

/s/

James D. Clark
IUE-CWA President

Enclosure

[APPENDIX 2]

Shareowner Proposal

RESOLVED, that the shareowners request that the Board of Directors of General Electric ("Company") adopt a policy that the Company will no longer pay dividends or equivalent payments to senior executives of the Company for shares they do not own.

Supporting Statement

The 2006 and 2007 proxy statements disclose that senior executives of the Company have received millions of dollars of dividends or dividend-equivalent payments on grants of equity compensation that they do not own. These are payments on shares that the executives may never earn if the Company fails to meet certain performance targets.

The Wall Street Journal reported that CEO Jeffrey Immelt "received more than $1 million ... in dividends on unearned' restricted and performance shares" in 2005. (May 4, 2006). In addition, our analysis of the 2007 Proxy Statement indicates that the five senior officers have collectively been paid in excess of $5 million in dividends or dividend equivalent payments for the seven quarters after January 1, 2006.

We believe it is a blatant contradiction of the principle of pay for performance to give senior executives millions of dollars in "dividends" for stock that they do not own, and may fail to earn in the future. If the purpose of a grant of performance shares is to make compensation contingent on the achlevement of specified performance objectives, as the Compensation Committee stated in the 2006 proxy statement, we submit that no "dividends" should be paid on those shares until an executive has actually earned full ownership rights.

In response to this proposal in 2007, the proxy statement declared that Mr. Immeit, starting in September 2006, would only accumulate dividend equivalents if he earns the shares, and that payments would be made (without interest) upon full ownership, However, for other senior executives, it stated that the goal of providing "dividend equivalent payments is to mirror the income generation associated with stock ownership" and asserted that the current practice was "competitive."

In our opinion, the limited change in Company policy for Mr. Immeit is insufficient. For the CEO, it continues to undermine the principle of pay for performance because payments still accrue on shares that are not owned. For other top officers, there has been no change in the practice of awarding dividends or dividend equivalents on shares not owned.

According to the Wall Street Journal report noted above, several leading companies, such as Intel and Microsoft, "never pay dividends" before full ownership rights have been earned. If the Management Development and Compensation Committee believe that current executives are underpaid in the absence of "phantom dividends" or dividend equivalent payments, we believe it should Increase other components in compensation packages.

In our view, contingent pay should be truly contingent. We agree with Paul Hodgson at the Corporate Library, who has stated that dividends on performance shares are "stealth compensation."

We urge shareholders to vote for this proposal.

[STAFF REPLY LETTER]

December 31, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: General Electric Company Incoming letter dated December 7, 2007

The proposal relates to payments.

There appears to be some basis for your view that GE may exclude the proposal under rule 14a-8(f). We note that the proponent appears to have failed to supply, within 14 days of receipt of GE's request, documentary support indicating that it has satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if GE omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

/s/

Heather L. Maples
Special Counsel