As filed in electronic format with the Securities and Exchange Commission on September 25, 1996 Registration No. 33-48959 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ POST-EFFECTIVE AMENDMENT NO. 3 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ GEICO CORPORATION (Exact name of issuer as specified in its charter) ______________ Delaware 52-1135801 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization GEICO Plaza Washington, D.C. 20076 (Address of Principal Executive Offices) (Zip Code) ______________ 1992 Stock Option Plan for Key Employees of GEICO Corporation and Its Subsidiares (Full title of the plan) _______________ CHARLES R. DAVIES, ESQ., Vice President and General Counsel GEICO Corporation GEICO Plaza Washington, D.C. 20076 (Name and address of agent for service) (301) 986-2652 (Telephone number, including area code, of agent for service) ______________ Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, this Post-Effective Amendment No. 3 also serves as a post- Effective amendment to Registration Nos. 33-7412 and 2-68792. Page 1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Pursuant to the undertaking set forth in paragraph (1)(c) of the Undertakings included in Item 9 of Part II of its Registration Statement on Form S-8 (No. 33-48959), the Registrant hereby removes from registration the balance of shares of Common Stock, par value $1.00 per share which remain unsold or unissued by the Registrant on the date hereof. Page 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it no longer meets all of the requirements to continue to file on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Montgomery and the State of Maryland on this 25th day of September, 1996. GEICO Corporation (Registrant) By:_______________________________ Olza M. Nicely President and Chief Executive Officer - Insurance Operations (Co-Principal Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on the date indicated. _____________________________________ August 19, 1996 Olza M. Nicely Date President and Chief Executive Officer - - Insurance Operations (Co-Principal Executive Officer) __________________________________ August 19, 1996 Louis A. Simpson Date President and Chief Executive Officer - - Capital Operations (Co-Principal Executive Officer) _________________________________ August 19, 1996 W. Alvon Sparks, Jr. Date Executive Vice President and Chief Financial Officer (Principal Financial Officer) ________________________________ August 19, 1996 Thomas M. Wells Date Group Vice President and Controller (Principal Accounting Officer) ________________________________ September 25, 1996 Warren E. Buffett Date Director _________________________________ September 25, 1996 Marc D. Hamburg Date Director _________________________________ September 25, 1996 Forrest N. Krutter Date Director Page 3