Subject: File No. S7-26-97 / General Electric Company

Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission 
450 Fifth Street
Washington, D.C.
     
        Re:     Charitable Contributions        
     
     
        As the Corporate Counsel of General Electric Company ("GE"), I
appreciate the opportunity to comment on the congressional proposals 
relating to charitable contributions by public companies.  Most 
importantly, consistent with well-established state law principles of 
corporate governance, I believe that corporate directors and managers are 
in the best position to consider the many factors that affect whether 
contributions are in the best interests of the corporation and its 
shareholders.  Also, for the reasons noted below, I believe that the 
proposals would impose very significant administrative burdens and costs 
on public companies and would not be in the best interests of 
shareholders.  
     
        I therefore strongly encourage the Commission to oppose the
proposals.
     
        Background.  GE is a large and diverse company, with over 1.7
million shareholders.  GE also has over 240,000 employees working in 
hundreds of communities throughout the world.  The GE board of directors 
annually approves a charitable contribution budget which includes a 
program to match charitable contributions by employees, gifts to support 
community-based health and human services organizations and gifts 
designed to enhance educational programs.  The total contributions 
constitute a miniscule percentage of the company's net income, and are 
all designed to be consistent with the long-term interests of the 
company's shareholders. 
     
        H.R.944.   In view of the hundreds of communities in which GE
operates, we regularly make a large number of very small charitable 
contributions to organizations that serve the needs of those 
communities.  Requiring the disclosure to 1.7 million shareholders of 
literally pages listing such contributions would impose a very 
significant cost on the company.  Moreover, such disclosure would not in 
my view provide the shareholders with any meaningful information 
regarding the performance or prospects of the company.  I simply see no 
benefit flowing from a federal law requiring such costly and burdensome 
micro-management of the day-to-day affairs of public companies.
     
        H.R.945.  The potential cost and burden of soliciting
designations of potentially thousands of recipients for charitable 
contributions from 1.7 million shareholders, and calculating the amounts 
to be given in proportion to their shareholdings, is staggering.  Such a 
solicitation -- involving an enormous number of variables -- would 
undoubtedly be more costly than the annual proxy solicitation process. 
It is very difficult to imagine how this might work, and truly 
impossible to see how it could be in the interests of shareholders to 
create such a complex and burdensome system.
     
        Finally, the ambiguities and uncertainties apparent on the face
of the bills suggests that the Commission's role in granting exemptions, 
and overseeing compliance, could be extensive and difficult.
     
        Thank you.
     
     
        Robert E. Healing
        Corporate Counsel
        General Electric Company
        Fairfield, CT 06431