EXHIBIT 4.1

                             CERTIFICATE OF TRUST

                                      OF

                           NEW SOUTH CAPITAL TRUST I


          THIS Certificate of Trust of New South Capital Trust I (the "Trust"),
dated as of April 2, 1998, is being duly executed and filed by the undersigned,
as trustee, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S)3801, et seq.).
- -------          -- ----  

          1.   Name.  The name of the business trust formed hereby is New South
               ----                                                            
Capital Trust I.

          2.   Delaware Trustee.  The name and business address of the trustee
               ----------------                                               
of the Trust with a principal place of business in the State of Delaware are
Bankers Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805-1266.

          3.   Effective Date.  This Certificate of Trust shall be effective
               --------------                                               
upon filing.

          IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.

                                        BANKERS TRUST (DELAWARE), not in its
                                        individual capacity but solely as
                                        trustee of the Trust



                                        /s/ M. Lisa Wilkins
                                        ---------------------------------------
                                        Name: M. Lisa Wilkins
                                        Title: Assistant Secretary