Company Name: General Electric Company
Public Availability Date: January 3, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 7, 2007

Direct Dial (202) 955-8671
Fax No. (202) 530-9569
Client No. C 32016-00092

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 William J. Freeda Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client,  ("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 "Proposal") received from William J. Freeda, naming John Chevedden as his designated representative (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).

THE PROPOSAL

The Proposal is captioned "3- Recoup Unearned Management Bonuses" and consists of a resolution that reads as follows:

"RESOLVED: Shareholders request our board to adopt a bylaw to enable our company to recoup all unearned incentive bonuses or other incentive payments to all senior executives to the extent that their corresponding performance targets were later reasonably determined to have not be achieved or resulted from an error. This is to be adopted as a bylaw unless such a bylaw format is absolutely impossible. If such a bylaw were absolutely impossible, then adoption would be as a policy."

A copy of the Proposal, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A. On behalf of our client, we hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials on the bases described below.

BASES FOR EXCLUSION

We believe that the Proposal may properly be excluded from the 2008 Proxy Materials pursuant to:

Rule 14a-8(i)(6) because the Proposal is beyond GE's power to implement; and

Rule 14a-8(i)(3) because the Proposal is materially false or misleading.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(6) Because GE Lacks the Power or Authority to Implement the Proposal.

Rule 14a-8(i)(6) allows the exclusion of a shareowner proposal "if the company would lack the power or authority to implement the proposal." We believe the Proposal is excludable under Rule 14a-8(i)(6) because GE cannot ensure that taking the actions called for by the Proposal will "enable our company to recoup all unearned incentive bonuses or other incentive payments to all senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved or resulted from an error."

The Staff has concurred that shareowner proposals are excludable under Rule 14a-8(i)(6) where a company cannot ensure that the requested actions would occur. See, e.g., H.J. Heinz Co. (avail. Jun. 14, 2004) (concurring that a proposal urging the Board to amend the bylaws to require that an independent director who has not served as an officer of the company serve as the Chairman of the Board was excludable because "it does not appear to be within the board's power to ensure that an individual meeting the specified criteria would be elected as director and serve as chairman of the board."); AT&T Corp. (avail. March 10, 2002) (concurring that a proposal requesting adoption of an independent director bylaw, which would "apply to successor companies" was excludable because "it does not appear to be within the board's power to ensure that all successor companies adopt a bylaw like that requested by the proposal.").

When examining whether a proposal calling for a company to adopt a bylaw or policy is beyond the company's power to implement for purposes of Rule 14a-8(i)(6), the Staff looks at implementation of the actions that are the subject of the proposed policy, not whether the company literally has the power to adopt the bylaw or policy itself. See, e.g., Catellus Development Corp. (avail. Mar. 3, 2005) (proposal that the company adopt a policy relating to a particular piece of property was beyond the company's power to implement because the company no longer owned the property that was the subject of the proposed policy and could not control the property's transfer, use or development); General Electric Co. (avail. Jan. 14, 2005) (proposal that the company adopt a policy that an independent director serve as chairman of the board excluded under Rule 14a-8(i)(6) because the company could not ensure that the subject of the proposed policy would be satisfied - i.e., that the chairman retain his or her independence at all times - and no mechanism was provided to cure a failure).

In this case, it is impossible for GE to ensure that adopting a bylaw will "enable the company to recoup all unearned incentive bonuses or other incentive payments to all senior executives" (emphasis added). While GE could develop and adopt a bylaw addressing this issue, corporate bylaws do not operate to establish rights as between corporations and third parties. Pearsall v. Western Union Telegraph Co., 124 N.Y. 256, 26 N.E. 534 (N.Y. 1890) (company could not through its bylaws limit its liability to a customer in his individual capacity as a customer, even though the customer was also a stockholder); Capitaland United Soccer Club v. Capital Dist. Sports & Entertainment Inc., 604 N.Y.S.2d 998 (N.Y. Sup. Ct. 1993) (agreement to be bound by bylaws effective only once a party became a stockholder). Likewise, adoption of a corporate policy will not bind third parties to adherence with that policy. Thus, if GE were to adopt a bylaw or corporate policy as requested by the Proposal, that action would not "enable the company to recoup" all amounts called for by the Proposal. Instead, as acknowledged by the supporting statement, GE would have to seek the agreement of affected executives. However, GE has no way to ensure that an executive would agree to such an arrangement with respect to already paid or vested compensation. See Xerox Corp. (avail. Jan. 12, 2004) (proposal requesting that the board amend the certificate of incorporation to reinstate the rights of shareowners to take action by written consent and to call special meetings could be excluded under Rule 14a-8(i)(2) and Rule 14a-8(i)(6) because action would require shareowner approval, which company could not ensure); Putnam High Income Bond Fund (avail. Apr. 6, 2001) (proposal requesting a reduction in the investment advisory fee and capping fund reimbursements to the adviser excludable because the fund did not have "the unilateral power" to implement either requirement); The Southern Co. (avail. Feb. 23, 1995) (proposal requesting that the board of directors take steps to ensure ethical behavior by employees serving in the public sector excludable under the predecessor to Rule 14a-8(i)(6)).

Moreover, the Proposal does not provide or allow for circumstances in which GE is unable to implement the Proposal. The Staff has previously recognized that companies may not have the power to implement mandatory standards requested under shareowner proposals and thus may exclude such proposals under Rule 14a-8(i)(3) when they do not provide an opportunity or mechanism to cure a violation the standard sought under a proposal.1 Here, the supporting statement to the Proposal only grants GE leeway in determining how to implement the requested actions, but does not provide any leeway as to whether it is able to fully implement the Proposal. Specifically, the supporting statement states that the Proposal "is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts and pay plans." 2 Thus, because the Proposal does not provide GE an opportunity or mechanism to address situations where it is not possible to "enable" the company to recoup "all" amounts described in the Proposal, the Proposal is excludable under Rule 14a-8(i)(6).

II. The Proposal May Be Excluded Under Rule 14a-8(i)(3) Because It Is Materially False or Misleading.

Under Rule 14a-8(i)(3), a company may omit a shareowner proposal if the proposal is contrary to any of the Commission's proxy rules and regulations, including Rule 14a-9. Rule 14a-9(a) provides that "[n]o solicitation ... shall be made by means of any proxy statement ... containing any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading...."

The Staff long has recognized that a shareowner proposal is materially misleading where "any actions ultimately taken by the company upon implementation of th[e] proposal could be significantly different from the actions envisioned by the stockholders upon voting on the proposal." Occidental Petroleum Corp. (avail. Feb. 11, 1991) (excluding a proposal that requested that "stockholders have the right to vote on present as well as future shares that are issued and outstanding in regard to buy back of shares"); Southeast Banking Corp. (avail. Feb. 8, 1982) (excluding a proposal that requested that the company "refrain from any activities which may lead to its acquisition by other corporations or by which it acquires other corporations including acquisitions by way of mergers"). In this case, statements in the Proposal and inconsistencies between the Proposal and supporting statement make it likely that any actions ultimately taken by the company upon implementation of the Proposal could be significantly different from the actions envisioned by the shareowners upon voting on the Proposal.

The Proposal requests that GE's Board adopt a bylaw or policy to enable it to recoup certain types of payments. In this respect, the resolved clause of the Proposal appears fairly circumscribed. A shareowner casting a vote regarding the Proposal based exclusively on the resolved clause likely would interpret the Proposal as ensuring that, upon adoption of a bylaw or policy, GE would be entitled to recoup the types of amounts described in the resolution. However, for the reasons discussed above, adoption of a bylaw or policy would not automatically implement the objectives of the Proposal with respect to third parties; that is, it would not "enable" GE to recoup the amounts described in the Proposal. Thus, the Proposal on its face is materially misleading. The supporting statement, which is read in conjunction with the resolved clause, does not clarify the Proposal. While the supporting statement suggests that some "enabling" action is necessary with respect to employment agreements and incentive plans, the language of the supporting statement does not clarify how this action is to occur. Specifically, the supporting statement provides:

This would include that all applicable employment agreements and incentive plans adopt enabling or consistent text as soon as feasibly possible.... Our Compensation Committee is urged - for the good of our company - to promptly negotiate revised contracts that are consistent with this proposal even if this means that our executives be asked to voluntarily give up certain rights under their current contracts."

However, this language will further confuse shareowners as to the effects of voting on the Proposal, as the relationship between adopting a bylaw or policy and amending employment agreements and incentive plans is not immediately clear, since it would be possible to amend employment agreements and incentive plans even without the adoption of a bylaw or policy. Moreover, the confusion will be increased due to the fact, as disclosed in the Compensation Discussion and Analysis on page 14 of GE's 2007 proxy statement, that GE's "named executives do not have employment, severance or change-of-control agreements."

The misleading nature of the Proposal and the ambiguity created by language in the Proposal and the supporting statement are significant. The Proposal suggests that a bylaw or policy will "enable" GE to recoup amounts described in the Proposal. The supporting statement, however, suggests that the effect of such a vote either "would include" having some effect on employment agreements and additional plans, or would not have any effect unless the Company and its executives take additional actions. In this respect, the Proposal and supporting statement are comparable to a series of proposals addressed last year on advisory votes on executive compensation. In Sara Lee Corp. (avail. Sept. 11, 2006), the Staff concurred that a proposal that would seek an advisory vote on the Board Compensation Committee Report on Executive Compensation was excludable because, as a result of amendments to the Commission's executive compensation disclosure rules, the effect of such vote would be substantially different than the effect described in the proposal's supporting statement. See also, Safeway Inc. (avail. Feb. 14, 2007); WellPoint, Inc. (avail. Jan 10, 2007). Just as in those precedents where the effect of a vote on the proposal would have significantly different effects than what is described in the proposal, and where the supporting statement adds to the confusion, here implementing the Proposal would not have the effect that shareowners would expect from reading the Proposal and the supporting statement. Accordingly, the Proposal is contrary to the Commission's proxy rules and regulations, including Rule 14a-9, and is excludable under Rule 14a-8(i)(3).

CONCLUSION

Based on the foregoing analysis, we respectfully request that the Staff concur that it will take no action if GE excludes the Proposals from its 2008 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. In addition, GE agrees to promptly forward to the Proponents 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/cms

Enclosures

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

-----FOOTNOTES-----

1 Thus, in addressing proposals that seek to establish independence standards for boards or directors, the Staff stated "As such, when a proposal is drafted in a manner that would require a director to maintain his or her independence at all times, we permit the company to exclude the proposal under rule 14a-8(i)(6) on the basis that the proposal does not provide the board with an opportunity or mechanism to cure a violation of the standard requested in the proposal." Staff Legal Bulletin No. 14C (June 28, 2005), at part C.2.

2 As discussed below, the manner suggested in the supporting statement for implementing the Proposal - renegotiating employment agreements - is not available to GE. As disclosed in the Compensation Discussion and Analysis on page 14 of GE's 2007 proxy statement, GE's "named executives do not have employment, severance or change-of-control agreements."

[INQUIRY LETTER]

January 1, 2008

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

# 1 General Electric Company (GE)

Shareholder Position on Company No-Action Request

Rule 14a-8 Proposal: Recoup Unearned Management Bonuses

William Freeda

Ladies and Gentlemen:

The company December 7, 2007 no action request is flawed from the start by:

1) Claiming a company bylaw regarding employee bonuses would lack any power or application in relation to a company employee even when the bylaw gives latitude in phasing in bylaw compliance.

2) Confusing "enable" with "guarantee."

3) The company is further confused on the part of the text that is the resolved text and the part of the text that is the supporting text.

According to Institutional Shareholder Services (now RiskMetrics) eight of the 10 proposals filed on this topic for 2007 had been voted on by June 2007. The average supporting vote was 35%.

The company fails to cite any proposal on this topic that was excluded in the no action process. According to the company, this proposal is the same as a proposal to develop a property that had already been sold. As far as we know the company still has employees.

The text of the rule 14a-8 proposal states (bold added):

RESOLVED: Shareholders request our board to adopt a bylaw to enable our company to recoup all unearned incentive bonuses or other incentive payments to all senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved or resulted from an error. This is to be adopted as a bylaw unless such a bylaw format is absolutely impossible. If such a bylaw were absolutely impossible, then adoption would be as a policy. The Securities and Exchange Commission said there is a substantive distinction between a bylaw and a policy. Restatements are one means to determine such unearned bonuses.

This proposal applies to all such senior executives who received unearned bonuses, not merely the executives who cooked the books. This would include that all applicable employment agreements and incentive plans adopt enabling or consistent text as soon as feasibly possible. This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts and pay plans. Our Compensation Committee is urged - for the good of our company - to promptly negotiate revised contracts that are consistent with this proposal even if this means that our executives be asked to voluntarily give up certain rights under their current contracts.

Clearly the company is given latitude in adopting this proposal with the text:

This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts and pay plans. Our Compensation Committee is urged - for the good of our company - to promptly negotiate revised contracts that are consistent with this proposal even if this means that our executives be asked to voluntarily give up certain rights under their current contracts.

There is no deadline in this proposal for its material application. Plus the company cannot guarantee that any employees who resist this proposal will have perpetual employment. The company does not even provide a forecast on the percentage of executive employees who will keep their regular jobs past age 65. Also any employee resistance will eventually become moot as particular incentive plans end and employees quit, are terminated or retire.

Contrary to the company argument the company statement, "Our named executives do not have employment, severance or change-of-control agreements" is not a perfect match-up for the proposal text of "all applicable employment agreements and incentive plans."

Additionally, the company erroneously claims that key steps needed to implement the substance of this proposal should be considered a "series of proposals." Under this argument the only proposal acceptable under rule 14a-8 would be a proposal that required one step to adopt.

A copy of this letter is forwarded to the company in a non-PDF email. In order to expedite the rule 14a-8 process it is requested that the company forward any addition rule 14a-8 response in the same type format to the undersigned.

For these reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal - since the company had the first opportunity.

Sincerely,

John Chevedden

cc:

William Freeda
David Stuart<david.m.stuart@ge.com>

[INQUIRY LETTER]

William J. Freeda
58 Ruth Court
Wantagh, New York 11793

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/

William J. Freeda

10/1/01

Date

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

[APPENDIX]

3 - Recoup Unearned Management Bonuses

RESOLVED: Shareholders request our board to adopt a bylaw to enable our company to recoup all unearned incentive bonuses or other incentive payments to all senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved or resulted from an error. This is to be adopted as a bylaw unless such a bylaw format is absolutely impossible. If such a bylaw were absolutely impossible, then adoption would be as a policy. The Securities and Exchange Commission said there is a substantive distinction between a bylaw and a policy. Restatements are one means to determine such unearned bonuses.

This proposal applies to all such senior executives who received unearned bonuses, not merely the executives who cooked the books. This would include that all applicable employment agreements and incentive plans adopt enabling or consistent text as soon as feasibly possible. This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts and pay plans. Our Compensation Committee is urged - for the good of out company - to promptly negotiate revised contracts that are consistent with this proposal even if this means that our executives be asked to voluntarily give up certain rights under their current contracts.

This proposal is similar to the proposal voted at the Computer Associates (CA) August 2004 annual meeting. In October 2003 Computer Associates announced that it had inflated income in the fiscal year ending March 31, 2000 by reporting income from contracts before they were signed.

Bonuses for senior executives in that year were based on income exceeding goals. Sanjay Kumar, then CEO, thus received a $3 million bonus based on Computer Associates' supposedly superior performance. Subsequently Mr. Kumar did not offer to return his bonus based on discredited earnings. Mr. Kumar was later sentenced to 12-years in jail in regard to his employment at Computer Associates.

There is no excuse for over-compensation based on discredited or erroneous earnings at any company.

In 2007 the Council of Institutional Investors http://www.cii.org, whose member have $3 trillion invested, adopted a policy similar to this proposal:

Clawbacks: "The compensation committee should develop and disclose a policy for recapturing unearned bonus and incentive payments that were awarded to senior executives due to fraudulent activity, incorrectly stated financial results, or some other cause. At a minimum, the policy should apply to Named Executive Officers, and boards should require repayment in the event of malfeasance involving the executive." (Corporate Governance Policies, p. 8, http://www.cii.org/policies/Current%20CII%20Corporate%20Governance%20Policies%2009-18-07.pdf)

The scandal over backdated stock options is yet one more reminder that the executive class of many corporations seek over-compensation based on undeserved earnings.

Recoup Unearned Management Bonuses

Yes on 3

Notes:

Mr. William J. Freeda, 58 Ruth Court, Wantagh, New York 11793 sponsored this propsal.

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]

January 3, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

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

The proposal requests that the board adopt a bylaw to enable the company to recoup all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined not to have been achieved or to have resulted from error.

We are unable to concur in your view that GE may exclude the proposal under rule 14a-8(i)(3). Accordingly, we do not believe that GE may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

We are unable to concur in your view that GE may exclude the proposal under rule 14a-8(i)(6). Accordingly, we do not believe that GE may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(6).

Sincerely,

/s/

Peggy Kim
Attorney-Adviser