SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): November 12, 2003

Date of Report (Date of earliest event reported): August 13, 2003

HPSC, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-11618	~~04-256004~~	04-256004
(State or other jurisdiction of incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
60 State Street, Boston, MA			02109
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code: (617) 720-3600

60 State Street, Boston, MA		02109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 720-3600

Item 5. Other Events.

On ~~August 13~~November 12, 2003, HPSC, Inc. (the “Company”) ~~Board~~entered ofinto ~~Directors~~an ofAgreement ~~HPSC,~~and ~~Inc.~~Plan of Merger (the “~~Company~~Merger Agreement”) ~~authorized~~among the Company, ~~amendment~~General ofElectric Company, a New York Corporation (“GE”) and Patriot ~~the~~HFS, ~~Amended~~Inc., a Delaware corporation and ~~Restated~~a ~~Rights~~wholly-owned subsidiary of GE (“Merger Sub”). Pursuant to the Merger Agreement, ~~dated~~Merger ~~September~~Sub 16will be merged with and into the Company, ~~1999~~and the Company will continue as the surviving corporation and as a wholly-owned subsidiary of GE (the “~~Rights Agreement~~Merger”). As ~~between~~a result of the Merger, ~~Company~~each issued and ~~Fleet~~outstanding ~~National~~share ~~Bank~~of common stock par value $0.01 per share, asof ~~successor~~the inCompany (“Company Common Stock”) will be automatically converted ~~interest~~into the right to ~~BankBoston~~receive the number of shares of common stock, Npar value $0.A.16 per ~~(the~~share, of GE (“~~Rights~~GE ~~Agent~~Common Stock”), ~~resulting~~determined inby ~~the~~dividing ~~First~~$14.50 by the ~~Amendment~~Average toGE Share Price (as defined in the ~~Amended~~Merger Agreement) and ~~Restated~~rounding ~~Rights~~the result ~~Agreement~~to (the ~~“Amendment”)~~nearest one thousandth of a share. The ~~Amendment~~Average ~~was~~GE ~~adopted~~Share toPrice ~~extend~~is defined as the average of the daily ~~“Final~~volume-weighted ~~Expiration~~sales ~~Date”~~price per share of ~~the~~GE ~~Agreement~~Common ~~and~~Stock ~~amend~~on the ~~Exercise~~New ~~Price.~~York ~~The~~Stock ~~Company~~Exchange ~~has~~Tape ~~amended~~for each of the ~~Rights~~10 ~~Agreement~~consecutive trading days ending on the trading day which is three calendar days prior to ~~extend~~the consummation of the ~~plan~~Merger. In ~~from~~addition, ~~August~~each 13outstanding option to purchase shares of Company Common Stock, whether or not vested or exercisable, ~~2003~~shall ~~until~~be ~~August~~(or 13shall become) vested and exercisable and such options thereafter shall be canceled by the Company, ~~2013. The~~and each holder of a canceled option shall be ~~Amendment~~entitled ~~also~~to ~~provides~~receive ~~for~~from anthe ~~increase~~Company, in consideration for the ~~Exercise~~cancellation ~~Price~~of such ~~from~~option, ~~$20.00~~the number of GE Common Stock pursuant to the formula set forth in ~~$40~~the Merger Agreement.00 GE shall pay cash in lieu of issuing any fractional shares.

The ~~Amendment~~consummation toof the ~~Rights~~Merger ~~Agreement~~ is ~~attached~~contingent ~~hereto~~upon asapproval ~~Exhibit~~of ~~4.2~~the Merger by the stockholders of the Company, regulatory approvals and ~~the~~other ~~Rights~~closing conditions set forth in the Merger Agreement, including effectiveness of the ~~form~~Registration ofStatement. Although the ~~Rights~~Merger ~~Certificate,~~is ~~are~~expected ~~incorporated~~to ~~herein~~be ~~by reference. The~~completed ~~foregoing~~in ~~description~~late ~~of the~~2003 ~~Rights~~or ~~Agreement~~early ~~and~~2004, there ~~the~~can ~~Amendment~~be ~~does~~no ~~not~~assurance ~~purport~~as to whether or when the Merger will be ~~complete~~completed. The ~~and~~Merger is intended to qualify as a ~~qualified~~tax-free inreorganization ~~its~~under ~~entirety~~Section 368 byof ~~reference~~the toInternal ~~such~~Revenue ~~exhibits~~Code of 1986, as amended.

~~Item~~In 7connection with the Merger Agreement, certain stockholders of the Company have entered into a Voting Agreement with GE. ~~Financial~~The ~~Statements~~Voting Agreement provides that these stockholders will vote their shares of Company Common Stock in favor of approval and ~~Exhibits~~adoption of the Merger Agreement and approval of the Merger. A copy of the Voting Agreement entered into by John W. Everets, Raymond R. Doherty and Rene Lefebvre is attached hereto as exhibit 2.2.

~~(c) Exhibits~~The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. On November 12, 2003, the Company and GE issued a joint press release announcing that the Company and GE had entered into the Merger Agreement. The joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

4.1 Amended and Restated Rights Agreement, dated as of September 16, 1999, between HPSC, Inc. and BankBoston, N.A. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, filed with the Commission on November 5, 1999.)

4.2 First Amendment to the Amended and Restated Rights Agreement, dated as of August 13, 2003, between HPSC, Inc. and Fleet National Bank, as successor in interest to BankBoston, N.A.

~~SIGNATURES~~Item 7. Financial Statements and Exhibits

~~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.~~(c) Exhibits

2.1 Agreement and Plan of Merger, dated as of November 12, 2003, by and among General Electric Company, a New York Corporation, HPSC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of General Electric Company, and HPSC, Inc., a Delaware corporation.*

32.2 Voting Agreement, dated as of November 12, 2003, by and among GE, John W. Everets, Raymond R. Doherty and Rene Lefebvre.*

99.1 Joint press release of HPSC, Inc. and General Electric Company, issued on November 12, 2003.

* Does not contain schedules or exhibits. A copy of such schedules and/or exhibits will be furnished to the Securities Exchange Commission upon request.

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.

	HPSC, Inc.
	Registrant


DATED: November 12, 2003	By:	/s/ John W. Everets
		John W. Everets
		Chairman and Chief
		Executive Officer

HPSC, Inc.

Registrant

DATED: August 13, 2003

/s/ John W. Everets

John W. Everets

Chairman and Chief Executive Officer

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