Company Name: General Electric Co. (Kreilein)
Public Availability Date: January 9, 2008

Document Sections:

INQUIRY LETTER
APPENDIX
APPENDIX
INQUIRY LETTER
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 Therisa Kreilein 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 Therisa Kreilein (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 recommends:

"the stock ownership and holding requirements as described on page 13 of the GE 2007 proxy material be improved. The improvement is that the holding period is improved from one year to the life of the executive. The executive may earn dividends and bequeath their shares as they choose."

A copy of the Proposal, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A.

Page 13 of GE's 2007 proxy statement contains information regarding GE's executive compensation. The relevant passage states that a key element of GE's strategy to correctly align executive interests is:

"stock ownership and holding requirements, which require our senior executives to accumulate and hold GE stock equal in value to a multiple of their base salary at the time the executive becomes subject to this requirement, and to hold any shares they receive in connection with the exercise of stock options for at least one year." (emphasis added).

BASES 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 failed to establish the requisite eligibility to submit the Proposal;

Rule 14a-8(i)(2) because the Proposal would, if implemented, cause GE to violate a state law; and

Rule 14a-8(i)(6) because GE lacks to power to implement the Proposal.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a-8(f) 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 her eligibility to submit the Proposal under Rule 14a-8(b). Rule 14a-8(b)(1) provides, in relevant part, that "[i]n order to be eligible to submit a proposal, [a shareowner] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareowner submits] the proposal." 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).

The Proponent submitted the Proposal to GE on October 29, 2007, and GE received the Proposal on October 30, 2007. See Exhibit A. The Proponent, who does not appear on the records of GE's stock transfer agent as a shareowner of record, included with the Proposal a typewritten letter, dated October 29, 2007, from a Mr. Randy Pepmeier of Edward Jones Investments, as custodian, regarding the Proponent's ownership of GE shares (the "Custodian's Letter"), included as part of Exhibit A attached hereto. The Custodian's Letter states that on December 12, 2003, the Proponent purchased 165 shares of GE stock. The Custodian's Letter also states that the Proponent's ownership is equal to approximately 183 shares of GE stock as of October 29, 2007. In addition to the typewritten portion of the Custodian's Letter, there is also a handwritten note on the Custodian's Letter, which reads, "These shares were held continuously and never sold, since 12/12/2003." This handwritten sentence was not initialed by Mr. Pepmeier and it is not in fact clear that he wrote the sentence. The handwriting appears dissimilar to Mr. Pepmeier's signature on the Custodian's Letter and looks similar to the Proponent's handwriting on correspondence accompanying the Proposal and attached hereto with Exhibit A.

Because of the handwriting on the Custodian's Letter, the documentation submitted by the Proponent does not satisfy the standard of Staff Legal Bulletin No. 14 of "proving his or her eligibility to submit a proposal." See, e.g., AMR Corp. (avail. Mar. 15, 2004) (concurring that ownership substantiation with a handwritten note regarding continuous ownership did not satisfy the proponent's burden of providing "documentary support of a claim of beneficial ownership" under Rule 14a-8(b) and Rule 14a-8(f)(1), but allowing the proponent additional time to correct the deficiency because, unlike GE's Deficiency Notice (as defined below), the company failed to inform the proponent of what would constitute the appropriate documentation to demonstrate ownership under Rule 14a-8(b)). Accordingly, because the Proponent does not appear as a "record holder" under Rule 14a-8, GE sent a letter on November 13, 2007 (within 14 calendar days of GE's receipt of the Proposal) notifying the Proponent of the requirements of Rule 14a-8 and requesting that the Proponent demonstrate that she satisfied the standards of Rule 14a-8(b) (the "Deficiency Notice"). The Deficiency Notice, a copy of which is attached hereto as Exhibit B, included a copy of Rule 14a-8. In addition, the Deficiency Notice stated that "it is not clear from the ownership verification submitted by Edward Jones Investments, dated October 29, 2007, whether the handwritten note indicating that you have continuously held at least $2,000 in market value, or 1%, of the Company's shares for at least one year as of the date the Proposal was submitted to the Company came from the person who signed the letter." The Deficiency Notice further stated that:

To remedy this procedural defect, you must submit sufficient proof of your 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, you continuously held the requisite number of Company shares for at least one year; or

if you have 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 you continuously held the required number of shares for the one-year period.

The Deficiency Notice was timely sent to the Proponent's Post Office Box via overnight mail and to the Proponent's representative, Myron Kreilein, via email, on November 13, 2007 (within 14 days of GE's receipt of the Proposal). As provided by the U.S. Postal Service Certified Mail receipt, attached hereto as Exhibit C, the Proponent received the Deficiency Notice on November 17, 2007. As of December 6, 2007, more than 14 days after the Deficiency Notice was received by the Proponent, the Proponent has failed to respond to the Deficiency Notice.

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 fact that it was not clear from the Custodian's Letter whether the handwritten note indicating the Proponent's continuous ownership of GE shares came from the person who signed the Custodian's Letter;

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.

The need for a proponent to demonstrate that it has complied with the ownership requirements of Rule 14a-8(b) and Rule 14a-8(f)(1) is strictly applied. Moody's Corp. (avail. Mar. 7, 2002) (permitting exclusion of a proposal when proponent did not demonstrate continuous ownership during the one year prior to submitting her proposal). 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., General Motors Corp. (avail. Apr. 5, 2007); Yahoo, Inc. (avail. Mar. 29, 2007); CSK Auto Corp. (avail. Jan. 29, 2007); Motorola, Inc. (avail. Jan. 10, 2005); Johnson & Johnson (avail. Jan. 3, 2005); Agilent Technologies (avail. Nov. 19, 2004); Intel Corp. (avail. Jan. 29, 2004). See also Viad Corp. (avail. Mar. 19, 2007). More specifically, the Staff consistently has granted no-action relief when a proponent "appears not to have responded" to a company's "request for documentary support indicating that [the proponent] has satisfied" Rule 14a-8(b)'s ownership requirements. Torotel Inc. (avail. Aug. 29, 2007); Dell Inc. (avail. Apr. 2, 2007); Citizens Communications Co. (avail. Mar. 8, 2007); International Paper Co. (avail. Feb. 28, 2007); International Business Machines Corp. (avail. Dec. 5, 2006); General Motors Corp. (avail. Apr. 3, 2006). This standard applies even when a proponent has not been able to obtain the cooperation of the record holder in documenting satisfaction of the one-year holding requirement. Intel Corp. (avail. Jan. 29, 2004). Similarly here, the Proponent did not respond to GE's request for documentary support proving that the Proponent had satisfied her burden of proving Rule 14a-8(b)'s continuous ownership requirements.

Moreover, the Proponent should be well aware of the need to demonstrate compliance with the ownership requirements of Rule 14a-8. Last year, Myron Kreilein, the Proponent's representative, submitted a shareowner proposal for consideration at GE's 2007 Annual Shareowners Meeting (the "2007 Proposal"). Similarly, the 2007 Proposal did not include sufficient proof of ownership, and the Proponent's representative failed to respond to the ownership deficiency notice that GE sent last year. As such, the Staff concurred that the 2007 Proposal could be excluded, noting that "the proponent appears to have failed to supply, within 14 days of receipt of GE's request, documentary support evidencing that he satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b)." General Electric Co. (Kreilein) (avail. Jan. 16, 2007).

Despite the Deficiency Notice, the Proponent has still failed to provide GE with satisfactory evidence of her requisite beneficial ownership to submit the Proposal. The irregularity in the Custodian's Letter, consisting of a handwritten note that is not acknowledged by the signatory to the letter, fails to satisfy the Proponent's obligation of "proving ... eligibility to submit a proposal." Accordingly, we ask that the Staff concur that GE may exclude the Proposal under Rule 14a-8(b) and Rule 14a-8(f)(1).

II. The Proposal May Be Excluded Under Rule 14a-8(i)(2) Because Implementation of the Proposal Would Cause GE to Violate State Law.

A company may exclude a shareowner proposal under Rule 14a-8(i)(2) if the proposal would, if implemented, "cause the company to violate any state, federal, or foreign law to which it is subject." The Proponent seeks to limit the rights of executives in shares that are issued under options granted pursuant to GE's option plans by requiring the executive to hold the stock for life. Initiating this modification would cause GE to violate state law, as further described below, and renders the Proposal excludable under Rule 14a-8(i)(2). Our legal opinions set forth below support this conclusion as well as the conclusion expressed below that the Proposal is beyond GE's power to implement, which contravenes Rule 14a-8(i)(6).

In connection with the opinions provided below, we have been furnished and have examined copies of the following documents, which have been supplied to us by GE or obtained from publicly available records:

1. General Electric Company Certificate of Incorporation, as amended through April 25, 2007;

2. By-laws of General Electric Company, as amended on April 25, 2007;

3. GE's 1990 Long-Term Incentive Plan (the "1990 Plan"), filed as Exhibit 10(u) to GE's Form 10-K filed on March 27, 1998 and available through Edgar at http://www.sec.gov/Archives/edgar/data/40545/0000040545-98-000013.txt, and the 2007 Long-Term Incentive Plan (the "2007 Plan"), filed as Exhibit 10.1 to a Form 8-K filed on April 27, 2007 and available through Edgar at http://www.sec.gov/Archives/edgar/data/40545/000004054507000025 /ex10_1.htm, both of which plans contain a New York choice of law clause; and

4. The Proposal.

With respect to the foregoing documents, we have assumed the authenticity of the documents provided to us, the conformity with authentic originals of all documents provided to us as copies or forms, the genuineness of all signatures and the legal capacity of natural persons, and that the foregoing documents, in the forms provided to us for our review, have not been and will not be altered or amended in any respect material to our opinions as expressed herein. For purposes of rendering our opinions set forth herein, we have not reviewed any documents of or applicable to GE other than the documents listed above, and we have assumed that there exists no provision of any such other document that is inconsistent with or would otherwise alter our opinion as expressed herein. Our opinions are for the purposes of this letter only, and the undersigned is providing these legal opinions as a member in good standing admitted to practice before courts in the State of New York, the State in which GE is incorporated.

For the reasons discussed below, we are of the opinion that implementation of the Proposal would cause GE to violate applicable New York law in two respects. First, GE cannot unilaterally alter or modify the minimum holding periods for stock purchased as the result of the exercise of stock options granted to executives pursuant to the 1990 Plan and the 2007 Plan. Such a modification would require the consent of the shareowner and to attempt to make such a change would be a breach of contract in violation of New York law. Second, the modification itself, even if consented to by the shareowner, would result in an unlawful restraint on alienation under applicable New York law. While New York courts have upheld minimum holding period restrictions on stock for reasonable periods of time, excessively long holding periods constitute an illegal restraint on alienation in violation of applicable New York law.

We note that, although the Proposal "recommends" that GE revise the holding period applicable to executives' shares purchased upon the exercise of stock options, even a precatory proposal is excludable if the action called for by the proposal would violate state, federal or foreign law. See, e.g., Gencorp Inc. (avail. Dec. 20, 2004) (concurring that a proposal requesting amendment of the company's governing instruments to require implementation of all shareowner proposals receiving a majority vote is excludable under Rule 14a-8(i)(2)). See also Badger Paper Mills, Inc. (avail. Mar. 15, 2000); Pennzoil Corporation (avail. Mar. 22, 1993).

A. Implementation of the Proposal Would Cause GE to Breach Its Contractual Obligations Under the 2007 Long-Term Incentive Plan.

The Staff has recognized that proposals that would, if implemented, cause a company to breach existing contracts may be omitted from a company's proxy statement under Rule 14a-8(i)(2). In Staff Legal Bulletin No. 14B (Sept. 15, 2004) ("SLB 14B"), the Staff wrote: "Proposals that would result in the company breaching existing contractual obligations may be excludable under rule 14a-8(i)(2), rule 14a-8(i)(6), or both, because implementing the proposal would require the company to violate applicable law or would not be within the power or authority of the company to implement."

New York follows the general rule that in order to be effective as a modification, the new agreement must possess all the elements necessary to form a contract, including mutual consent to its terms. That is, a contract cannot be modified or altered without the consent of all parties thereto. See Bier Pension Plan Trust v. Estate of Schneierson, 545 N.E.2d 1212 (N.Y. 1989) (an obligation may not be altered without the consent of the party who assumed the obligation); Becker v. Faber, 19 N.E.2d 997 (N.Y. 1939); Beaver Employment Agency v. Noestring, Inc., 609 N.Y.S.2d 509 (N.Y. Civ. Ct. 1993). An attempt to make a unilateral change in a contract that does not expressly provide for such actions is a breach of the contract and violates New York state law. Sterenko v. Inforex, Inc., 362 N.E.2d 222, 231-33 (Mass. App. Ct. 1977) (applying New York law). See generally Riskin v. National Computer Analysts, Inc., 308 N.Y.S.2d 985 (N.Y. App. Div. 1970), modified 326 N.Y.S.2d 419 (N.Y. App. Div. 1971); Rudman v. Cowles Communications, Inc., 330 N.Y.S.2d 33, 40 (N.Y. 1972); Karas v. H.R. Laboratories, Inc., 74 N.E.2d 192 (N.Y. 1947) (failure to adhere to terms of employment contract was an actionable breach); Wegman v. Dairylea Cooperative, Inc., 376 N.Y.S.2d 728 (N.Y. App. Div. 1975) (failure to perform under an employment contract constitutes a breach of such contract).

The Proposal seeks to extend the holding period for stock purchased through the exercise of stock options granted pursuant to the 1990 Plan and the 2007 Plan. The Proponent does not distinguish between stock issuable upon exercise of currently unexercised options and stock that has already been purchased. Assuming arguendo that GE would not violate any applicable laws by extending the minimum holding period as requested by the Proponent, GE nevertheless does not have the ability or power to make such a modification with respect to stock issued under options that already have been exercised. GE's ability to unilaterally impose terms and conditions upon shares acquired through options granted under the 1990 Plan and the 2007 Plan operates through its ability to impose terms and conditions in the option award agreements. GE cannot unilaterally place restrictions on stock that is already held. Thus, the 2007 Plan expressly states in section 6(g)(vii) that the plan administrative committee "may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right ... shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right...."

Once shares are issued upon exercise of an option, GE cannot by unilateral action thereafter impose terms or conditions upon the shares. Cf. Komar v. General Electric Co., 183 N.Y.S.2d 762 (N.Y. App. Div. 1959), in which the court held that GE could not under New York law "through executive committee action and by-laws impose on holders of certificates of stock burdens which are not thereon clearly set forth." With respect to the Proposal, the one-year holding period that was in effect at the time shares were issued to an executive upon exercise of his or her option is enforceable. However, provisions in the 1990 Plan and the 2007 Plan that allow GE to unilaterally impose holding period restrictions in option agreements do not survive the exercise of the option and issuance of shares. As a result, with respect to options that have already been exercised, GE is not able to alter the minimum holding period as requested in the Proposal.

In this respect, the Proposal is much like that considered by the Staff in Selective Insurance Group, Inc. (avail. Mar. 24, 2003), where the Staff concurred that there was a basis under Rule 14a-8(i)(2) for excluding a portion of a proposal that would require the company to prevent executives from exercising stock options or selling stock until the company achieved specified returns. See also Cendant Corp. (avail. Jan. 16, 2004) (proposal was excluded under Rule 14a-8(i)(2) when Staff concurred that a proposal to limit executive compensation breached the existing compensation agreement and violated New York state law); Citigroup Inc. (avail. Feb. 18, 2003) (proposal to abolish all stock option programs was excludable under Rule 14a-8(i)(2) because it may cause the company to breach its existing contractual obligations); SBC Communications Inc. (avail. Feb. 7, 2003) (Staff concurred that a proposal to modify the company's stock option plan was excludable under Rule 14a-8(i)(2) because implementation of the proposal may cause the company to breach its existing stock option plan); Sensar Corp. (avail. May 14, 2001) (proposal to limit executive's ability to exercise options granted by the company until the stock price reached a certain level was excludable under Rule 14a-8(i)(2) because implementing the proposal would cause the company to breach existing option plan); Cincinnati Bell Inc. (avail. Feb. 9, 2000) (proposal to modify the company incentive compensation plans was excludable under Rule 14a-8(i)(2) because it may cause the company to breach existing compensation agreements).

B. Implementation of the Proposal Would Be an Illegal Restraint on Alienation under New York Law.

Under common-law, property owners are generally able to dispose of property as they desire and restraints on the alienation of property are disfavored. Agreements that unreasonably restrain alienation are void and unenforceable unless they serve a legal and useful purpose. See 61 Am. Jur. 2d Perpetuities and Restraints on Alienation 90. A shareowner may enter into transactions that have the effect of restraining his or her ability to transfer stock for temporary periods in the future but arbitrary restraints on alienation are forbidden. 61 Am. Jur. 2d Perpetuities and Restraints on Alienation 113. Unless restraints are imposed for purposes recognized as sufficient and proper and the restraints are reasonable and not contrary to public policy, they will be held invalid. Id. The reasonableness of such restriction is ordinarily determined by applying the test of whether the provision is sufficiently necessary to the particular corporate enterprise to justify overruling the usual policy of law against restraints on alienability of personal property. Id. Under New York law, a restraint on alienation of corporate stock is enforceable so long as it "effectuates a lawful purpose, is reasonable and is in accord with public policy." Benson v. RMJ Securities Corp., 683 F. Supp 359, 371 (S.D.N.Y. 1988) (citing Levey v. Saphier, 388 N.Y.S.2d 644 (N.Y. App. Div. 1976)). See also In re: Hatfield, 403 N.Y.S.2d 172, 173 (N.Y. Surr. Ct. 1978).

In Allen v. Biltmore Tissue Corp., 2 N.Y.S.2d 534, 542 (N.Y. 1956), a leading case in New York, the court said: "As the cases thus make clear, what the law condemns is, not a restriction on transfer, a provision merely postponing sale during the [restricted] period, but an effective prohibition against transferability itself." (emphasis in original). For example, in Rafe v. Hindin, 23 N.Y.2d 759, 760 (N.Y. 1968), the court found that a provision requiring consent to transfer shares was unenforceable because the consent provision did not require the withheld consent to be reasonable, and thus "such restriction amounted to annihilation of property." Likewise, in Lam v. Li, 635 N.Y.S.2d 26, 27 (N.Y. App. Div. 1995) the court, citing the passage in Allen, found a repurchase option was an invalid restraint on alienation when the lack of a specified time limit in which to exercise the option and the onerous terms of the option (including an extremely low purchase price) effectively prevented the shareowner from transferring the stock to anyone but a single other shareowner.

New York courts have generally upheld restrictions on transfers of stock only in situations where they found there to be special circumstances that warrant such restriction, such as for closely-held corporations, corporations formed for a special purpose such as housing cooperatives and circumstances where the very nature of the restricted ownership was vital to the corporation's existence and prosperity. Benson v. RMJ Securities Corp., 683 F. Supp 359 (provision requiring consent to a stock transfer was enforceable when the court considered "the specific nature and operation of [the close corporation]"); Penthouse Prop., Inc. v. 1158 Fifth Avenue, Inc., 11 N.Y.S.2d 417, 422 (N.Y. App. Div 1939) (cooperative apartment building); Martin v. Graybar Electric Co., 285 F.2d 619 (7th Cir. 1961) (employee-owned corporation's option to repurchase shares upon sale to a third party or cessation of employment of the shareowner at agreed upon prices was not an unlawful restraint on alienation).

In the present case, the minimum holding period the Proponent seeks to implement would operate effectively as an unlawful restraint on alienation. Requiring an executive to hold the stock he or she has purchased with no ability to transfer it during his or her lifetime is an unreasonable restraint that, as discussed in Allen, is tantamount to a prohibition on transferability itself. A lifetime minimum holding period eliminates the executive's ability to sell his or her shares at all, amounting to a greater restraint on alienation than addressed in any of the cases cited, including those cases, Rafe and Lam, where the transfer restrictions were found to be unreasonable. Further, unlike the cases where the court found special circumstances justified some type of stock transfer restriction, there is no such special circumstance here.

Implementation of the Proposal would go well beyond those transfer restrictions addressed in the cases discussed above to eliminate the shareowner's ability to transfer shares and is thus would constitute an unlawful restraint on alienation. Were GE to implement the Proposal, it would be unlawfully restricting the executive's right and ability to transfer the stock he or she purchased. Such action would not be enforceable under New York case law and therefore the Proposal is excludable under Rule 14a-8(i)(2).

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

Pursuant to Rule 14a-8(i)(6), a company may exclude a proposal "if the company would lack the power or authority to implement the proposal." The Proposal can be excluded under Rule 14a-8(i)(6) because GE lacks the power or authority to implement the Proposal.

As described under II. above, implementation of the Proposal would cause GE to violate applicable New York law in two ways. First, GE cannot unilaterally alter or modify the minimum holding periods for stock purchased as the result of the exercise of stock options granted to executives. Such a modification would require the consent of the optionholder and to attempt to make such a change would be a breach of contract in violation of New York law. GE simply does not have the legal power to unilaterally affect such a change in the 2007 Plan and the proposal is properly excludable under Rule 14a-8(i)(6). The Staff has recognized that proposals that, if implemented, would cause the company to breach existing contracts may be omitted from a company's proxy statement in reliance on Rule 14a-8(i)(6). SLB 14B. See The Gillette Co. (avail. Mar. 10, 2003) (concurring in the exclusion under Rule 14a-8(i)(2) and Rule 14a-8(i)(6) of a proposal that would cause a company to breach existing contracts); Abbott Laboratories (avail. Feb. 18, 2003) (concurring in the exclusion under Rule 14a-8(i)(2) and Rule 14a-8(i)(6) of a proposal that would cause a company to breach existing compensation agreements).

Second, the modification itself is an unlawful restraint on alienation under applicable New York law. While New York courts have upheld minimum holding period restrictions on stock for reasonable periods of time, excessively long holding periods constitute an illegal restraint on alienation in violation of applicable New York law. GE lacks the power to implement the proposal because implementing a proposal that effectively eliminates a holder's ability to sell the stock violates New York law as an unlawful restraint on alienation. As a result, the Proposal is again properly excludable under Rule 14a-8(i)(6).

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 the reasons set forth above. 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 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/js

Attachments

cc: David M. Stuart, General Electric Company

Therisa Kreilein

[APPENDIX]

Thanks and best regards.

/s/

/s/

10/29/07

[APPENDIX]

The temporary unsustainable performance surge included a 19% per share net earnings growth in 2000 or 27% improvement over the 15% in 1999. Dividend increases where 17% in 1999 and again in 2000. Some shareholders believed that GE could consistently double per share net earnings approximately every four years. Hundreds of key executives earned hundreds of millions of dollars, justified by GE's valuation. CEO compensation was compared to company valuation increases in GE proxy materials. Mr. Welch earned 125 million in one year in part to company valuation. Mr. Immelt sold 85,000 GE shares, many with a price of over $57 near the all time high price of around $60.

Following 2000 GE realizes ten billion in losses, more losses than the entire net income in 1998. The fantastic performance related to the temporary unsustainable earnings surge is criticized by Wall Street journalist Kathryn Kranhold. GE per share net earnings growth experiences a free fall and declines by 4% in 2005.

A comparison of the returns of the long term investor to that of Mr. Immelt highlights the opportunity to align management to that of the long term investor. The long term investor who purchases the GE shares that Mr. Immelt sold on Oct 17, 2000, for 57.75 would in seven years on Oct 16, 2007 at a share price of $41.00 experience a decline of 29%. Mr. Immelt however can take comfort in that when he sold his 40,000 shares at 57.75, he was able to buy them at 6.67 earning him a handsome 766%. After the company's performance freefall, Mr. Immelt buys at $34. The rise from $34 to $41 on Oct 16, 2007 earns him an additional 17% yielding a total handsome gain of 897%. In the book "TheWarren Buffet Way" Warren is "quite content to hold securities indefinitely so long as the prospective return in equity capital of the underlying business is satisfactory, management is competent and honest, and the market does not overvalue the business". By removing the current opportunity to profit handsomely from extreme performance swings and the accompanying valuation swings, management can be more aligned to that of the long term investor, as the company has committed to return one half of the earnings to the shareholders in the form of dividends.

This proposal recommends the stock ownership and holding requirements as described on page 13 of the GE 2007 proxy material be improved. The improvement is that the holding period is improved from one year to the life of the executive. The executive may earn the dividends and bequeath their shares as they choose.

Please vote yes to this proposal.

[INQUIRY LETTER]

Therisa Kreilein (the "Proponent")
P.O. Box 91956
Louisville, Kentucky 40291

December 14, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E. Washington, D.C. 20529

Re. General Electric Company Shareowner Proposal of Therisa Kreilein

Dear Ladies and Gentlemen:

This correspondence is to respond to the analysis made by the General Electric Company and its Counsel ("GE"), and to respectfully request that the staff of the Division of Corporate Finance (the "Staff) concur that the shareowner proposal and statements in support thereof (the "Proposal") is not properly excludable from the GE 2008 Proxy Materials.

GE gave in its analysis three bases for exclusion:

1) "...the Proponent Failed to Establish the Requisite Eligibility to Submit the Proposal...".

The broker's statement submitted to GE was a written statement the "Written Statement".

One Written Statement was sent with the proposal. A second Written Statement was sent on Nov 15 and was postmarked Nov 15. The second Written Statement was identical to the first Written statement with the exception that the second Written Statement was a Written Statement that was an entirely type written Written Statement rather than the first Written Statement which was a substantially type written Written Statement. The Written Statement shows that 165 shares or more were owned and continuously held, that with a price of $20.00 or higher is more than that necessary for requisite eligibility.

(165 shares)($20.000 or more per share) is greater than $2,000.00.

The second Written Statement is included in this response.

2) "The Proposal ...Would... Violate State Law."

Given that the current holding period of 365.25 days does not violate State Law, GE cites no law that a holding period of 366 days would violate State Law. If shareholders elect this proposal, the improvement period could be implemented to the extent that is permitted by law.

3) "The Proposal...GE Lacks the Power or Authority to Implement the Proposal."

The 2007 Proxy materials indicate that GE has implemented a holding period of 365.25 days. A holding period of 366 days is in all likelihood within the power of GE to

[STAFF REPLY LETTER]

January 9, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: General Electric Company

Incoming letter dated December 7, 2007

The proposal recommends that GE improve its stock ownership and holding requirements so that senior executives hold any shares they receive in connection with the exercise of stock options for the life of the executive.

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

There appears to be some basis for your view that GE may exclude the proposal under rules 14a-8(i)(2) and 14a-8(i)(6) because it may cause GE to breach existing contracts. It appears that this defect could be cured, however, if the proposal was revised to state that it applies only to stock issuable upon exercise of currently unexercised options. Accordingly, unless the proponent provides GE with a proposal revised in this manner, within seven calendar days after receiving this letter, we will not recommend enforcement action to the Commission if GE omits the proposal from its proxy materials in reliance on rules 14a-8(i)(2) and 14a-8(i)(6).

Sincerely,

/s/

John R. Fieldsend
Attorney-Adviser