Company Name: General Electric Co.
Public Availability Date: January 11, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 10, 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, NE
Washington, DC 20549

Re: Shareowner Proposal of the National Legal and Policy Center 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 the National Legal and Policy Center (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 requests that GE provide a semi-annual report disclosing GE's: (1) "Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets" (2) "Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organizations"; and (3) "Rationale for each of the charitable contributions." The report also may include the above information for the GE Foundation and may be posted GE's website. A copy of the Proposal, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A.

BASES FOR EXCLUSION

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

Rule 14a-8(i)(7) because it relates to GE's ordinary business operations (i.e., contributions to specific types of organizations); and

Rule 14a-8(i)(4) because it relates to the redress of a personal claim or grievance or is designed to result in a benefit to the Proponent or further a personal interest not shared by the other shareowners at large.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(7) Because It Addresses Matters Related to GE's Ordinary Business Operations.

Under well-established precedent, we believe that GE may exclude the Proposal pursuant to Rule 14a-8(i)(7) because it "deals with a matter relating to the company's ordinary business operations." The purpose of Rule 14a-8(i)(7) is to reserve to management and the board of directors the day-to-day operation of the company's business, and to avoid involving shareowners in the details of the company's routine operations by way of the proxy process. See Exchange Act Release No. 40018 (May 21, 1998); Exchange Act Release No. 12999 (Nov. 22, 1976).

In addition, New York Business Corporation Law Section 202(a)(12), which is applicable because GE is incorporated in the state of New York, grants every corporation the specific power to "make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, educational, scientific, civic or similar purposes...." New York law, therefore, considers charitable contributions to be within "ordinary business operations," regardless of whether such contributions benefit the corporation. Accordingly, decisions regarding the disclosure, timing, amount and recipients of charitable contributions are, as a matter of state law, ordinary business decisions of GE.

The Proposal requests that GE provide a semi-annual report disclosing its "[p]olicies and procedures for charitable contributions," "[m]onetary and non-monetary contributions made to non-profit organizations... [and] other public or private charitable organizations," and the "[r]ationale for each of the charitable contributions." Although the Proposal appears facially neutral, public statements made by the Proponent, as well as the Proposal's supporting statement, make clear that the proposed policy is intended to target a particular kind of charitable contribution: corporate support of the Rainbow/PUSH Coalition and other nonprofit organizations with which Rev. Jesse Jackson Sr. is affiliated.

The Staff consistently has concurred that shareowner proposals requesting a company to refrain from making contributions to specific types of organizations relate to a company's ordinary business operations and may be excluded from proxy materials pursuant to Rule 14a-8(i)(7) and its predecessor, Rule 14a-8(c)(7). See, e.g., Verizon Communications, Inc. (avail. Jan. 25, 2005) (concurring that a proposal by Proponent recommending that the board disallow contributions to "Jesse Jackson, Rainbow/PUSH Coalition, the Citizenship Education Fund, and any other nonprofit organization primarily identified with Jesse Jackson," was excludable under Rule 14a-8(i)(7) because it related to "contributions to specific organizations"). In contrast, the Staff has determined that general proposals that do not single out a particular organization or type of organization are not excludable under Rule 14a-8(i)(7). See, e.g., Microsoft Corp. (avail. Aug. 11, 2003) (denying exclusion of a proposal recommending that the company refrain from making any charitable contributions).

Furthermore, the Staff consistently has permitted the exclusion of facially neutral proposals addressing charitable contributions under Rule 14a-8(i)(7) as relating to ordinary business if the statements made in support of the proposed resolution indicate that the proposal, in fact, would serve as a shareowner referendum on donations to a particular charity or type of charity. For example, in Johnson & Johnson (avail. Feb. 12, 2007) and Pfizer Inc. (avail. Feb. 12, 2007), facially neutral proposals requested that each company "implement a policy listing all charitable contributions on the company's website." However, in those cases the issuers demonstrated that the proposals' supporting statementsand, with respect to Johnson & Johnson, the Proponent's supporting remarks made during the company's prior annual meetingreferenced abortion, same sex marriage, and/or Planned Parenthood, and the Staff agreed that the facially neutral shareowner proposals were related to "contributions to specific types of organizations" and could therefore be excluded under Rule 14a-8(i)(7).

In The Walt Disney Co. (Burnside) (avail. Nov. 10, 1997), a facially neutral proposal requested that the company "refrain from making any charitable contributions." However, the proposal's resolutions referred to the company making contributions to "groups that engage in controversial activities" and three sentences in the supporting statement referenced gifts to groups supporting domestic partner benefits and stated that the gifts were "not good business." Taken in context, the supporting statement made clear that the proposal was critical of contributions to particular groups. Thus, the Staff recognized that the proposal was specifically "directed at contributions to groups advocating domestic partner health benefits," and accordingly, the Staff concurred that the proposal could be omitted from the company's proxy materials pursuant to Rule 14a-8(i)(7)'s predecessor, Rule 14a-8(c)(7), as it related to the company's ordinary business operations.

As the no-action letters described above evidence, the Staff historically has looked beyond a facially neutral shareowner proposal in order to determine whether the proposal is actually directed toward contributions to specific types of charitable organizations. When facially neutral proposals were found to be directed toward specific kinds of charitable giving, the Staff concurred that the proposals were excludable under Rule 14a-8(i)(7) (or its predecessor, Rule 14a-8(c)(7)) as relating to ordinary business matters.

As with the no-action letters described above, the Proposal, although facially neutral, is clearly critical of and directed to particular charitable contributions; namely, contributions to the Rainbow/PUSH Coalition and other nonprofit organizations identified with Rev. Jackson. Just as with the resolutions and supporting statement in The Walt Disney Co. (Burnside) proposal, the Proposal's supporting statement refers to contributions that "may be inimical to the interests of the Company" and suggests that the Proposal is necessary to identify company contributions "for controversial causes," and then has a paragraph referring to GE contributions to Rainbow/PUSH and "(Jesse) Jackson's organization." Furthermore, the numerous statements made by the Proponent at GE's 2007 Annual Meeting of Shareowners ("2007 Annual Meeting"), to the media and in support of substantially similar shareowner proposals previously presented to other companies focus on Rev. Jackson and his organizations, making clear the Proposal's true focusGE donations to a particular charity or type of charity.

Most notably, statements made at GE's 2007 Annual Meeting by the Proponent's representative in advocating for a substantially identical shareowner proposal demonstrate the underlying intent of the Proposal. See Exhibit B. In his remarks, Peter Flaherty, the Proponent's President, focused almost exclusively on Rev. Jackson, stating:

"Mr. Immelt, it is time for you to end GE's sponsorship of this demagogue, Jesse Jackson. Why don't you do it now right here in Jackson's home town of Greenville before it blows up in your face?"

"But when you consider some of the so-called charities that GE bankrolls, perhaps [GE's opposition to the proposal] all makes sense. You see, GE is one of the biggest financial supporters of Jesse Jackson and his organizations. GE still bankrolls Jackson even though other companies and the New York Stock Exchange itself have cut off Jackson in response to our request."

"Let's consider what GE is subsidizing through Jesse Jackson's groups. Last April the Duke rape case grabbed headlines and soon after Jackson was on the scene. He dismissed suggestions that the accu[]sed lacrosse players were entitled to a presumption of innocence and announced that the Rainbow Push Coalition would provide a college scholarship to the accuser. When pressed, Jackson said, `There's more evidence that violence occurred to her than that she's the lead in a hoax.' Well, we now know the whole thing was a hoax, but in the wake of the Imus controversy we have to listen to lectures on racism from Jackson and that other hoaxer, Al Sharpton."

"What else has Jackson been up to this year? He's gone to bat for the corrupt government of Zambia, claiming it should be allowed to repudiate foreign debt."

"The 2007 Wall Street conference is a project of something called the Citizenship Education Fund, CEF [an organization established by Rev. Jackson in 1984]. According to the conference program GE was a sponsor of the event. Shareholders should be aware that CEF was a vehicle for payments to Jackson's mistress for the purchase of a home, in violation of the group's 501(c)(3) tax status."

These statements, made in connection with a substantially identical proposal submitted by the Proponent less than one year ago, and the criticism in the supporting statement of GE's contributions to "controversial causes," identifying contributions to Rainbow/PUSH and "(Jesse) Jackson's organization," distinguish the Proposal from other shareowner proposals in which exclusion was denied. For example, in PepsiCo Inc. (avail. Mar. 3, 2006), the Staff declined to concur that a facially neutral proposal requesting that PepsiCo establish a charitable contributions policy could be excluded under Rule 14a-8(i)(7). In that case, the two pages of resolutions and supporting statement contained a single reference to Rainbow/PUSH and did not single it out as a controversial use of corporate funds, but only stated that it was the type of contribution that might not become publicly known absent implementation of the proposal. In contrast to the situation in PepsiCo, the supporting statement in the current Proposal is more comparable to that in The Walt Disney Co. (Burnside), where the supporting statement criticizes gifts to "controversial" causes and then calls out company contributions to a particular group. Here, the supporting statement and the Proponent's statements regarding a substantially identical proposal presented at GE's 2007 Annual Meeting indicate that the Proposal is focused on contributions to a particular organization.

An examination of the Proponent's recent activities and statements made to the media confirms the underlying intent of its Proposal. See Exhibit C. For example:

The Proponent's website contains a section entitled "NLPC vs. Jesse Jackson's Corporate Support," which catalogs the Proponent's ongoing efforts since August 2001 to pressure various companies (specifically identifying GE) into ceasing their support of Rev. Jackson's organizations.

In an October 17, 2007 press release, the Proponent announced the release of a two-part video entitled "Sharpton and Jackson: Wrong About Jena." The video "discuss[es] distortions and exaggerations by supporters of the so-called Jena Six" and "critically examines the role that Al Sharpton and Jesse Jackson have played in the controversy." Further," [t]he video details corporate America's financial support of Sharpton and Jackson." In the words of the Proponent's President, Peter Flaherty," When you have hustlers and agitators like Jackson and Sharpton showing up at a place like Jena, one should know where their support comes from. It's companies ... that support Jackson. They write five- and six-figure checks that allow him to travel around the country and have a platform."

The Proponent's representatives have singled out corporate contributions to Rev. Jackson and his various organizations, making remarks similar to those made at GE's 2007 Annual Meeting at the annual meetings of Verizon Communications Inc. (May 3, 2007), PepsiCo Inc. (May 2, 2007), The Boeing Company (Apr. 30, 2007), Citigroup (Apr. 17, 2007), Goldman Sachs (Mar. 27, 2007), and Freddie Mac (Sept. 8, 2006).1

A May 4, 2006, Chicago Sun-Times article, entitled "Shareholder Shove Comes to PUSH: Group Seeks Revelations About Rev. Jackson Finances," reported on the Proponent's "efforts to pressure companies to disclose charitable givingwith donations linked to Rev. Jesse Jackson its target," noting that the Proponent's "goal is to pressure companies to divest from Jackson-led efforts, including the Rainbow/PUSH Citizen Education Fund." In the article, President Flaherty makes clear the Proponent's intent in challenging these companies, stating: "We don't consider Jesse Jackson's groups legitimate charities, and we think it's not appropriate for big companies to bankroll him."

The Proponent published a Special Report, entitled "Wal-Mart Embraces Controversial Causes" (Dec. 2006), which devotes two pages to Rev. Jackson, accusing him of a "corporate shakedown" of Wal-Mart and contending that Wal-Mart named a "longtime Jackson associate" to its board in an effort "to buy peace with Jackson."

Thus, the language of the Proposal and its supporting statement, as amplified by the statements made by the Proponent's representatives at GE's 2007 Annual Meeting, to the media, and at the annual meetings of various other companies, demonstrate that the Proposalthough facially neutralis in fact directed at contributions to particular organizations that the Proponent disfavors. Therefore, the Proposal is more similar to The Walt Disney Co. (Burnside) no-action letter precedent discussed above, where exclusion was permitted because the proposal was directed at contributions to a specific type of organization. Just like the facially neutral proposals in those letters, the Proposal is directed at particular charitable contributions and thus is excludable pursuant to Rule 14a-8(i)(7).

II. The Proposal May Be Excluded under Rule 14a-8(i)(4) Because It Relates to the Redress of a Personal Claim or Grievance or Is Designed to Result in a Benefit to the Proponent or Further a Personal Interest Not Shared by the Other Shareowners at Large.

We also believe that GE may omit the Proposal from the 2008 Proxy Materials under Rule 14a-8(i)(4), which permits the exclusion of shareowner proposals that are: (a) related to the redress of a personal claim or grievance against a company or any other person, or (b) designed to result in a benefit to a proponent or to further a personal interest of a proponent, which other shareowners at large do not share. For many of the same reasons discussed above, the Proposal qualifies both as an attempt by the Proponent to further a personal interest not shared with other GE shareowners and as a personal grievance against Rev. Jackson and his supporters.

The Commission has stated that Rule 14a-8(i)(4) is designed to "insure that the security holder proposal process [is] not abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the issuer's shareholders generally." Exchange Act Release No. 20091 (Aug. 16, 1983). As explained below, the Proposal "is an abuse of the security holder proposal process" because it is designed to further the Proponent's personal cause without producing any benefit for other GE shareowners. "The cost and time involved in dealing with [the Proposal is therefore] a disservice to the interests of the issuer and its security holders at large." Exchange Act Release No. 19135 (Oct. 14, 1982).

The Proposal represents the latest in a series of actions that the Proponent has taken in its years-long crusade against Rev. Jackson and the corporate sponsors of his various organizations. As discussed in detail in Section I above, in addition to submitting the current Proposal to GE, the Proponent has: (1) previously presented numerous similar proposals to GE and various other companies; (2) made statements at GE's 2007 Annual Meeting, as well as the annual meetings of numerous other companies, voicing its opposition to corporate sponsorship of Rev. Jackson's organizations; (3) chronicled its ongoing efforts to pressure companies into ceasing funding for Rev. Jackson's organizations on its website; and (4) made various disparaging comments and assertions in the media concerning Rev. Jackson's organizations and their corporate sponsors. These activities make clear that the Proposal is an attempt not to benefit GE's shareowners at large, but rather an effort to further the Proponent's unique personal interest in ending corporate support of Rev. Jackson's organizations and to redress its personal grievance against Rev. Jackson and his corporate sponsors.

A. The Proposal Is Designed to Further the Proponent's Personal Interest.

Rule 14a-8(i)(4) permits the exclusion of shareowner proposals that are designed to further the personal interest of a proponent where such interest is not shared with other shareowners at large. A proponent's particular objectives need not be apparent from a proposal's plain language in order to be excludable under Rule 14a-8(i)(4). Rather, proposals phrased in broad terms that "might relate to matters which may be of general interest to all security holders" may be omitted from proxy materials "if it is clear from the facts ... that the proponent is using the proposal as a tactic designed to ... further a personal interest." Exchange Act Release No. 19135 (Oct. 14, 1982).

For example, in International Business Machines Corp. (avail. Jan. 31, 1994), a facially neutral proposal that would have required the company to provide shareowners with a "complete list of all groups and parties that receive corporate donations" in excess of $5,000 in any one fiscal year was found to be excludable under Rule 14a-8(i)(4)'s predecessor, Rule 14a-8(c)(4), when submitted by a proponent who had been engaged in a year-long "campaign to stop the Company from making donations to two Hispanic self-help charities" he believed supported illegal immigration. Although the proposal made no mention whatsoever of these organizations, the proponent's true intent was clear from his correspondence with the company. Because of the proponent's true intentions in introducing the proposal, the company arguedand the Staff agreedthat any benefit from the proposal's passage would run to him and the proposal could therefore be excluded from the proxy materials.

Similarly, in MGM Mirage (avail. Mar. 19, 2001), a facially neutral proposal that would have required the company to adopt a written policy regarding political contributions and furnish a list of any of its political contributions was found to be excludable under Rule 14a-8(i)(4) when submitted by a proponent who had filed a number of lawsuits against the company based on its decisions to deny the proponent credit at the company's casino and, subsequently, to bar the proponent from the company's casinos.

These precedents make clear that a facially neutral proposal may nonetheless be excludable under Rule 14a-8(i)(4) where the context, as discerned from the proponent's history with the company, public statements, and outside activities, makes clear that the proponent's true intent is to advance a personal interest not shared by all shareowners. Like the shareowner proposals at issue in IBM Corp. and MGM Mirage, and as set forth in Section I above, the Proponent's true intent in submitting the Proposalto pressure GE to cease its financial support of Rev. Jackson's organizationsis apparent from its activities over the past several years and its numerous statements in the media and at various company meetings (including GE's 2007 Annual Meeting) in support of prior similar proposals.

Ending corporate support for Rev. Jackson's organizations is an express goal of the Proponent, as evidenced by its website, which includes an entire section entitled "NLPC vs. Jesse Jackson's Corporate Support," cataloging its years-long efforts to pressure various companies into ceasing their support of Rev. Jackson's organizations. See Exhibit C. Such purpose also is apparent from media reports. For example, in May 2006, the Chicago Sun Times reported on the Proponent's "efforts to pressure companies to disclose charitable givingwith donations linked to Rev. Jesse Jackson its target." See Exhibit C.

In addition, over the past few years, the Proponent has submitted numerous shareowner proposals relating to Rev. Jackson to various companies. Initially, the Proponent sought corporate policies expressly prohibiting all contributions to Rev. Jackson or his organizations. However, after such proposals were routinely excluded from the companies' proxy materials under Rule 14a-8(i)(7), see, e.g., Verizon Communications, Inc. (avail. Jan. 25, 2005), the Proponent began to phrase subsequent proposals in facially neutral language. Despite the Proponent's efforts, as outlined in Section I above, its statements to the media and at various company meetings in support of such proposals make clear that its intent has never changed: the Proponent seeks to further its stated mission of pressuring companies to cease funding of Rev. Jackson and his organizations through the use of shareowner proposals.

Finally, the Proponent's clear intent and narrow focus in making the current Proposal also distinguishes it from a proposal the Proponent submitted to another company earlier this year. In JPMorgan Chase & Co. (avail. Mar. 6, 2007), the Staff declined to concur that a proposal requesting the company to report "initiatives instituted by management to address the Company's alleged links to slavery" could be excluded under Rule 14a-8(i)(4) despite the company's contention that the proposal was "merely one element of a campaign undertaken by the Proponent against the Company and three other commercial banks with respect to its anti-slave reparation agenda." Rule 14a-8(i)(4) is not intended to permit exclusion of a shareowner proposal solely because it relates to an issue in which the proponent is "personally committed or intellectually and emotionally interested." Exchange Act Release No. 20091 (Aug. 16, 1983). Although the proposal at issue in JPMorgan Chase clearly related to an issue of personal interest to the Proponent, it just as clearly raised an issue of interest to shareowners generally: the company's "possible legal liability" due to its policies. Because it raised issues of general interest, the proposal could not be excluded under Rule 14a-8(i)(4).

In contrast, the current Proposal does not allege that GE's charitable contributions policy exposes GE to liability or other financial harm. Rather, the Proposal merely contends that, without a charitable contributions reporting requirement, GE may choose to support controversial causes and use "Company assets for objectives that are not shared by and may be inimical to the interests of the Company and its shareholders." The Proposal provides only one example of such a "controversial cause": GE's sponsorship of the Rainbow/PUSH coalition. Insofar as the Proposal takes issue only with the recipients of GE's charitable support, and not the charitable support itself, it can be distinguished from the proposal in JPMorgan Chase, which expressly alleged that the company's activities created potential liabilitya concern presumably shared by all shareowners. Raising no similar issue of general interest, the current Proposal is more similar to those proposals deemed excludable in MGM Mirage and IBM Corp. than it is to the proposal in JPMorgan Chase.

In sum, for the past several years, the Proponent has made clear its goal of pressuring companies into ending their support of Rev. Jackson's organizations through statements in the media and shareowner proposals. As there is nothing to indicate that GE's other shareowners share the Proponent's single-minded opposition to Rev. Jackson, his affiliates, and his various corporate sponsors, the Proposal simply represents the Proponent's latest attempt to further its personal interest and achieve its goal of ending corporate sponsorship of Rev. Jackson's organizationsan interest particular to the Proponent. Because the Proposal "attempt[s] to achieve personal ends that are not necessarily in the common interest of [GE's shareowners] generally," it may be excluded under Rule 14a-8(i)(4). Exchange Act Release No. 20091 (Aug. 16, 1983).

B. The Proposal Is Related to the Redress of the Proponent's Personal Grievance Against Rev. Jackson.

The Proposal also is excludable under Rule 14a-8(i)(4) because it relates to the redress of a personal grievance. Rule 14a-8(i)(4) permits the exclusion of shareowner proposals that are related to the redress of a personal grievance against a company or any other person. As outlined above, the Proponent's various statements and activities indicate that it harbors a personal grievance against Rev. Jackson and his organizations, which it pursues in part by attempting to pressure companies like GE to end financial support of Rev. Jackson.

For example, the Proponent has expressly stated to the press: "We don't consider Jesse Jackson's groups legitimate charities, and we think it's not appropriate for big companies to bankroll him." See Exhibit C (Chicago Sun-Times article). Furthermore, in statements made in support of similar proposals made to GE and other companies, the Proponent accused Rev. Jackson of: supporting corrupt governments in Africa; collaborating with "African strongmen and thugs"; "shaking down" companies for financial support; conducting a "racially-charged public-relations gambit in the phony rape case [at Duke University]"; and being a "hustler[] and agitator[]."

The Proponent's campaign against Rev. Jackson extends beyond media statements and shareowner proposals. In 2001, the Proponent filed a complaint with the Internal Revenue Service alleging that Rev. Jackson's organization, CEF, had violated the requirements for tax-exempt status under 26 U.S.C. 501(c)(3) by allegedly engaging in a variety of activities for substantially non-exempt purposes, including, inter alia, the purchase of a home for Rev. Jackson's alleged mistress. See http://www.nlpc.org/gip/010228ir.htm.

It is apparent from these statements and activities, as well as those discussed in Section I, that the Proponent harbors a personal grievance against Rev. Jackson and his organizations which the current Proposal is designed to remedy, and it therefore falls squarely within the ambit of Rule 14a-8(i)(4)'s exclusion for shareowner proposals designed to redress a grievance against a company or any other person. Finally, as noted above, the Proponent's attempt to couch its Proposal in broad terms that could be of interest to shareowners generally cannot remove it from Rule 14a-8(i)(4)'s reach because the Proponent's various activities and statements make clear that it is using the Proposal "as a tactic designed to redress a personal grievance" against Rev. Jackson and his corporate sponsors. See Exchange Act Release No. 19135 (Oct. 14, 1982).

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. 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's representative 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/bmg

Enclosures

cc: David M. Stuart, General Electric Company

Peter Flaherty, National Legal and Policy Center

-----FOOTNOTES-----

¹ Among the statements made by the Proponent's representatives at these annual meetings: "[Verizon's sponsorship] helped pay for Jackson's racially-charged public-relations gambit in the phony rape case against three white Duke University lacrosse players"; "It is time to end PepsiCo's sponsorship of these demagogues, Jesse Jackson and Al Sharpton, before it blows up in the Company's face"; "It is time to end Boeing's sponsorship of this demagogue, Jesse Jackson" "[Rev. Jackson has] gone to bat for the corrupt government of Zambia" and "has a history of collaboration with African strongmen and thugs" (Citigroup); "[C]orporations may falsely believe they are buying protection by funding Jackson's groups" (Goldman Sachs); "Many shareholders would certainly object to their money going to a controversial and divisive figure like Jesse Jackson" (Freddie Mac). See Exhibit C (transcripts of Proponent's statements in support of similar shareowner proposals at the annual meetings of various other companies).

[INQUIRY LETTER]

October 31, 2007

Mr. Brackett B. Denniston, III
Secretary
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828

VIA FAX 203-373-2884

Dear Mr. Denniston:

I hereby submit the enclosed shareholder proposal ("Proposal") for inclusion in the General Electric Company ("Company") proxy statement to be circulated to Company shareholders in conjunction with the next annual meeting of shareholders. The Proposal is submitted under Rule 14(a)-8 (Proposals of Security Holders) of the U.S. Securities and Exchange Commission's proxy regulations.

National Legal and Policy Center (NLPC) is the beneficial owner of 475 shares of the Company's common stock, 85 of which have been held continuously for more than a year prior to this date of submission. NLPC intends to hold the shares through the date of the Company's next annual meeting of shareholders. The attached letter contains the record holder's appropriate verification of NLPC's beneficial ownership of the aforementioned Company stock.

The Proposal is submitted in order to promote shareholder value by requesting a report on the Company's charitable contributions.

I will present the Proposal for consideration at the annual meeting of shareholders.

If you have any questions or wish to discuss the Proposal, please contact me at the number below. Copies of correspondence or a request for a "no-action" letter should be forwarded to me at the address below.

Sincerely,

/s/

Peter Flaherty
President

Enclosures: Shareholder Resolution: Charitable Contributions Report Letter from SmithBarney

[APPENDIX]

Charitable Contributions Report

Resolved: The shareholders request that the Company provide a report updated semiannually, omitting proprietary information and at reasonable cost, disclosing the Company's:

1. Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets;

2. Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organizations;

3. Rationale for each of the charitable contributions.

To the extent reasonable and permissible, the report may include the type of information requested above for the GE Foundation. This report may be posted on the company's website to reduce costs to shareholders.

Supporting Statement:

GE assets belong to its shareholders. The expenditure or distribution of corporate assets, including charitable contributions, should be consistent with shareholder interests. Accordingly, the Company's rationale for charitable contributions should be disclosed to shareholders.

Company executives exercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparency and accountability for charitable contributions, Company executives may use Company assets for objectives that are not shared by and may be inimical to the interests of the Company and its shareholders.

Current disclosure is insufficient to allow the Company's Board and its shareholders to fully evaluate the charitable use of corporate assets, especially for controversial causes.

In both 2006 and 2007 the Rainbow/PUSH Coalition purported that the Company was a sponsor of two conferences in each year, and made use of the Company's name and logo. On April 25, 2006, the Associated Press reported, "GE spokesman Peter O'Toole said the company has not given directly to (Jesse) Jackson's organization, but could not rule out that a GE grant recipient might have shared its funding."

[INQUIRY LETTER]

December 21, 2007

VIA FEDEX OVERNIGHT DELIVERY

Office of the Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.W.
Washington, DC 20549

Re: Shareowner Proposal of the National Legal and Policy Center to the General Electric Company under Exchange Act Rule 14a-8

Dear Ladies and Gentlemen:

This letter is submitted on behalf of the National Legal and Policy Center ("NLPC") in response to a December 10, 2007 request from the General Electric Company ("GE") to the Division of Corporation Finance ("Staff") for a no-action letter concerning the above-captioned shareowner proposal.

First, we request that Mr. Thomas J. Kim, chief counsel of the Division of Corporation Finance and a former attorney for the General Electric Company, formally recuse himself from this matter.

Next, we believe that GE's request is without merit and that it should not be granted for the following reasons:

1. The same resolution by the same proponent was included in the GE proxy for the 2007 annual meeting, and received 8.2% of the vote.

2. The SEC staff has repeatedly declined to issue no-action letters for proponent's same or similar resolutions when requested by other companies. See Wal-Mart (March 27, 2007); Verizon (February 19, 2007); PepsiCo (March 3, 2006).

3. GE mischaracterizes the only difference in the proponent's supporting statement in 2007 and the proposed 2008 supporting statement.

The 2007 supporting statement read, "Details of contributions only sometimes become known when publicized by recipients. For instance, Company sponsorship of two Rainbow/PUSH conferences in 2006 were disclosed in the conference programs."

The proposed 2008 supporting statement reads, "In both 2006 and 2007 the Rainbow/PUSH Coalition purported that the Company was a sponsor of two conferences in each year, and made use of the Company's name and logo. On April 25, 2006, the Associated Press reported, "GE spokesman Peter O'Toole said the company has not given directly to [Jesse] Jackson's organization, but could not rule out that a GE grant recipient might have shared its funding."

Rather than differing in a material way from 2007, as suggested by GE, the updated language provides even stronger rationale for the point of the resolution, namely that shareholders should have the right to know what organizations they are underwriting with shareholder assets. Indeed, the implication of the O'Toole public statement that shareholder assets may have been distributed "under the table" or in some other less than accountable manner, makes the reasons for the resolution all the more urgent.

4. GE has engaged in a highly selective citing of information from proponent's website that is immaterial to the request for a no-action letter. While proponent is flattered that GE would devote significant attorney's time to compiling such information, GE did not cite other immaterial information demonstrating NLPC's impressive record of success in seeking disclosure of information in the public interest by companies and government institutions. NLPC's has sought appropriate disclosure from Democrats and Republicans, liberals and conservatives. For example:

a. 1993- NLPC successfully sued Hillary Rodham Clinton's secret health care task force to open its meetings and records. In their 2002 books, both Hillary Rodham Clinton and Sidney Blumenthal acknowledged NLPC's role in making secrecy an issue.

b. 1996- NLPC exposed then-FDA Commissioner David Kessler for over billing on his expense reimbursements based on documents secured under the Freedom of Information Act (FOIA). Kessler, who was appointed by President George F. W. Bush, resigned soon after.

c. 1998- NLPC filed ethics Complaints against Rep. Jon Fox (R-PA) for taking a secret personal loan from a developer that he failed to disclose as required by law. (Fox was defeated for re-election.)

d. 1999- NLPC broke a scandal involving the taxpayer-funded Legal Services Corporation (LSC), which was grossly inflating the number of cases it claimed it handled.

e. 2003- NLPC exposed the Boeing Tanker Deal Scandal, eventually sending two Boeing executives to jail, and saving taxpayers at least $4 billion.

f. 2006 to present- NLPC prompted the ongoing FBI investigation of Rep. Alan Mollohan (D-WV) by filing a 500-page Complaint with the U.S. Attorney in DC.

g. 2007- Senator Lisa Murkowski (R-AK) sold back land that she had purchased in 2006, a day after NLPC filed a Complaint with the Senate Ethics Committee alleging a "sweetheart" deal and that she failed to disclose the transaction.

Conclusion

Based upon the forgoing analysis, we respectfully request that the Staff reject GE's request for a "no-action" letter concerning the Proposal. If the Staff does not concur with our position, we would appreciate the opportunity to confer with the Staff concerning these matters prior to the issuance of its response. Also, we request to be party to any and all communications between the Staff and GE and its representatives concerning the Proposal.

A copy of this correspondence has been timely provided to GE and its counsel. In the interest of a fair and balanced process, we request that the Staff notify the undersigned if it receives any correspondence on the Proposal from GE or other persons, unless that correspondence has specifically confirmed to the Staff that the Proponent or the undersigned have timely been provided with a copy of the correspondence. If we can provide additional correspondence to address any questions that the Staff may have with respect to this correspondence or GE's no-action request, please do not hesitate to call me at 703-237-1970.

Sincerely,

/s/

Peter Flaherty
President

cc: David M. Stuart, General Electric Company
Susan M. Wilson, Gibson, Dunn & Crutcher LLP

[STAFF REPLY LETTER]

January 11, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: General Electric Company Incoming letter dated December 10, 2007

The proposal requests that the company provide a report disclosing the company's charitable contributions and related information.

We are unable to concur in your view that GE may exclude the proposal under rule 14a-8(i)(4). Accordingly, we do not believe that GE may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(4).

We are unable to concur in your view that GE may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that GE may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

John Fieldsend
Attorney-Adviser