EXHIBIT 4.4

 
            AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                         CAPITA PREFERRED FUNDING L.P.
 
     THIS  Amended  and Restated  Certificate of  Limited Partnership  of Capita
Preferred Funding L.P.  (the 'Partnership'), dated  as of October  2, 1996,  has
been  duly executed and is being filed by the undersigned in accordance with the
provisions of 6 Del. C. SS17-210, to amend and restate the original  Certificate
of  Limited Partnership of the Partnership, which  was filed on August 29, 1996,
with the Secretary  of State of  the State of  Delaware (the 'Certificate'),  to
form   a  limited  partnership  under   the  Delaware  Revised  Uniform  Limited
Partnership Act (6 Del. C. SS17-101, et seq.).
 
     The Certificate is hereby amended and  restated in its entirety to read  as
follows:
 
          1.  Name. The  name of  the limited  partnership formed  and continued
     hereby is Capita Preferred Funding L.P.
 
          2. Registered  Office. The  address of  the registered  office of  the
     Partnership  in the State of Delaware is: c/o The Prentice-Hall Corporation
     System, Inc., 1013  Centre Road, Wilmington,  New Castle County,  Delaware,
     19805.
 
          3.  Registered Agent. The name and address of the registered agent for
     service of process  on the Partnership  in the State  of Delaware are:  The
     Prentice-Hall  Corporation System, Inc., 1013  Centre Road, Wilmington, New
     Castle County, Delaware, 19805.
 
          4. General  Partner. The  name and  the mailing  address of  the  sole
     general  partner  of  the  Partnership are:  AT&T  Capital  Corporation, 44
     Whippany Road, Morristown, New Jersey 07962.
 
     IN WITNESS WHEREOF, the undersigned has executed this Amended and  Restated
Certificate of Limited Partnership as of the date first-above written.
 
                                          AT&T CAPITAL CORPORATION,
                                          as sole general partner
 
                                          By:        /s/ ROBERT J. INGATO
                                             ...................................
                                            NAME: ROBERT J. INGATO
                                            TITLE: SR. VICE PRESIDENT AND
                                            GENERAL COUNSEL