EXHIBIT 4.3
 
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                         CAPITA PREFERRED FUNDING L.P.
 
     This  Certificate of Limited  Partnership of Capita  Preferred Funding L.P.
(the 'Partnership'), dated  as of August  28, 1996, is  being duly executed  and
filed  by Antigua  Acquisition Corporation,  a Delaware  corporation, as general
partner, to  form  a limited  partnership  under the  Delaware  Revised  Uniform
Limited Partnership Act (6 Del. C., SS17-101, et seq.).
 
     (a)  Name.  The name  of the  limited partnership  formed hereby  is Capita
Preferred Funding L.P.
 
     (b) Registered  Office.  The  address  of  the  registered  office  of  the
Partnership  in the State  of Delaware is  c/o Prentice-Hall Corporation System,
Inc., 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805.
 
     (c) Registered Agent.  The name  and address  of the  registered agent  for
service  of process on the Partnership in the State of Delaware is Prentice-Hall
Corporation System,  Inc.,  1013 Centre  Road,  Wilmington, New  Castle  County,
Delaware, 19805.
 
     (d)  General Partner. The name and the business mailing address of the sole
general partner  of  the  Partnership is:  Antigua  Acquisition  Corporation,  a
Delaware corporation, 44 Whippany Road, Morristown, New Jersey, 07962.
 
     IN  WITNESS  WHEREOF,  the  undersigned has  executed  this  Certificate of
Limited Partnership as of the date first written above.
 
                                          ANTIGUA ACQUISITION CORPORATION,
                                          as sole general partner


                                          By  /s/ Jeffrey F. Nash
                                             ................................