UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2012

Commission File Number of the issuing entity: 333-181103-02

GE EQUIPMENT TRANSPORTATION LLC, SERIES 2012-2
(Exact name of issuing entity)

Commission File Number of depositor: 333-181103

CEF EQUIPMENT HOLDING, L.L.C.

(Exact name of depositor as specified in its charter)

GENERAL ELECTRIC CAPITAL CORPORATION

(exact name of sponsor as specified in its charter)

Registrant’s telephone number, including area code (203) 749-2101

Exhibit Index located on page 4

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 1.01 Entry into a Material Definitive Agreement

The following material definitive agreement has been entered into:

1. Underwriting Agreement, dated October 16, 2012 (the “Underwriting Agreement”), among General Electric Capital Corporation (“GECC”), CEF Equipment Holding, L.L.C. (“CEF Holding”) and RBC Capital Markets, LLC, as representative of the several underwriters identified therein.

The registrant is also filing forms of the following documents in connection with the issuance of $714,664,000 of asset backed notes by GE Equipment Transportation LLC, Series 2012-2 (the “Issuer”) described in the Prospectus Supplement dated October 16, 2012 to Prospectus dated October 10, 2012:

1. Limited Liability Company Agreement of the Issuer, to be dated as of October 24, 2012 (the “LLC Agreement”).

2. Loan Sale Agreement, to be dated as of October 24, 2012, between GECC and CEF Holding (the “Loan Sale Agreement”).

3. Loan Purchase and Sale Agreement, to be dated as of October 24, 2012, between CEF Holding and the Issuer (the “Loan Purchase and Sale Agreement”).

4. Servicing Agreement, to be dated as of October 24, 2012, between the Issuer and GECC, as the servicer (the “Servicing Agreement”).

5. Indenture, to be dated as of October 24, 2012, between the Issuer and Citibank, N.A., as indenture trustee (the “Indenture”).

6. Administration Agreement, to be dated as of October 24, 2012, between the Issuer and GECC, as the administrator (the “Administration Agreement”).

Section 9.           Financial Statements and Exhibits

Item 9.01            Financial Statements and Exhibits

(a)         Not applicable

(b)         Not applicable

(c)         Not applicable

(d)         Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 16, 2012

Exhibit Index