FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GE Capital (Mauritius) Holdings Ltd   2. Issuer Name and Ticker or Trading Symbol Genpact LTD [G] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) LES CASCADES BUILDING, EDITH CAVELL STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2007 (Street) PORT LOUIS, O4 00000 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, $0.01 par value per share               19,022 D (1)   Common Shares, $0.01 par value per share 12/13/2007   S(2)   8,000,000 D $ 12.5 39,928,342 D (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GE Capital (Mauritius) Holdings Ltd LES CASCADES BUILDING EDITH CAVELL STREET PORT LOUIS, O4 00000		X
GE Capital International (Mauritius) LES CASCADES BUILDING EDITH CAVELL STREET PORT LOUIS, O4 00000		X
GE Indian Services Holding Private LTD AIFACS BUILDING 1 RAFI MARG NEW DELHI, IN 110001		X
GE India Ventures LLC 120 LONG RIDGE ROAD STAMFORD, CT 06927		X
General Electric Capital Services Indian Investments LLC 120 LONG RIDGE ROAD STAMFORD, CT 06927		X
GENERAL ELECTRIC CAPITAL CORP 3135 EASTON TURNPIKE FAIRFIELD, CT 06828		X
GENERAL ELECTRIC CAPITAL SERVICES INC/CT 3135 EASTON TURNPIKE FAIRFIELD, CT 06828		X
GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD, CT 06828		X

Signatures

/s/ Lawrence J. Zlatkin, Director		12/13/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Directly owned by GE Capital International (Mauritius) ("International"). Indirectly owned by GE Indian Services Holding Private Limited ("Indian Holding"), GE India Ventures LLC ("India Ventures"), General Electric Capital Services Indian Investments LLC ("Indian Investments"), General Electric Capital Corporation ("GECC"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). International is a subsidiary of Indian Holding, which is a subsidiary of India Ventures, which is a subsidiary of Indian Investments, which is a subsidiary of GECC, which is a subsidiary of GECS, which is a subsidiary of GE. Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by International, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
(2)	Sale by GE Capital (Mauritius) Holdings Ltd. ("Holdings"), to an affiliate of a limited partner in another shareholder of the issuer, for settlement December 18, 2007. The transferee will hold the shares subject to the lock-up that Holdings previously agreed with the underwriters in connection with the initial public offering of the issuer's shares.
(3)	Directly owned by Holdings. Indirectly owned by International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE. Holdings is owned by GECC and International. International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by Holdings, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
Remarks: Exhibit 99.1, incorporated by reference herein.

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