OFFER TO PURCHASE AND CONSENT SOLICITATION
CAPITA PREFERRED TRUST
9.06% TRUST ORIGINATED PREFERRED SECURITIES'sm' ('TOPrS'sm'')
(CUSIP 139710206)
FOR $29.69 PER SECURITY

THE OFFER AND RELATED WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, AUGUST 21, 1998, UNLESS EXTENDED.

July 27, 1998

To Our Clients:

Enclosed for your consideration are the Offer to Purchase and Consent
Solicitation, dated July 27, 1998 (as amended or supplemented and including all
documents incorporated therein by reference, the 'Offer to Purchase and Consent
Solicitation') and a form of Letter of Transmittal and Consent (the 'Letter of
Transmittal') relating to the offer by AT&T Capital Corporation ('AT&T Capital')
to purchase any and all 9.06% Trust Originated Preferred Securities (the
'Securities') of Capita Preferred Trust, for $29.69 in cash per Security upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation and the Letter of Transmittal (together, the 'Offer'). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Offer to Purchase and Consent Solicitation.

In connection with the Offer, AT&T Capital is soliciting Consents from the
holders of record of Securities as of July 20, 1998 (the 'Record Date') to the
Proposed Amendments.

The proper tender by holders of Securities as of the Record Date will
constitute the giving of a Consent by such holders with respect to such
Securities.

Holders of Securities who acquired such Securities after the Record Date
will have the right to tender their Securities pursuant to the Offer but
will not have the right to provide Consents.

A holder of Securities as of the Record Date will be permitted to provide
such holder's Consent even if such holder does not tender Securities
pursuant to the Offer.

We are the holder of record of Securities held for your account. A tender
of such Securities can be made only by us as the holder of record and pursuant
to your instructions. The Letter of Transmittal is furnished to you for your
information now and cannot be used by you to tender Securities held by us for
your account.

We request instructions as to whether you wish us to tender (or, if
applicable, provide Consents with respect to) any or all of the Securities held
by us for your account, upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation and the Letter of Transmittal.
We also request that you designate, in the box captioned 'Solicited Tenders'
below, any Soliciting Dealer who solicited your tender of Securities.

Your attention is called to the following:

1. The Offer and related withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, August 21, 1998, unless extended
(the 'Expiration Date').

2. Consummation of the Offer is conditioned upon, among other things,
the satisfaction of the Requisite Consent Condition (as defined in the
Offer to Purchase and Consent Solicitation), which requires AT&T Capital to
receive Requisite Consents to the Proposed Amendments from holders of
Securities. The Requisite Consent Condition may not be waived by AT&T
Capital.

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'sm' 'Trust Originated Preferred Securities' and 'TOPrS' are service marks of
Merrill Lynch & Co.

3. If you owned Securities as of the Record Date, you may not validly
tender Securities without delivering a Consent to the Proposed Amendments.
The proper tender of Securities by holders as of the Record Date will
constitute the giving of a Consent by such holders. If you did not own
Securities as of the Record Date, you will not be eligible to deliver a
Consent. If you owned Securities as of the Record Date, you may deliver a
Consent even if you do not elect to tender Securities. No separate payments
are being made for Consents.

4. Tendering holders will not pay brokerage fees or commissions,
solicitation fees or any stock transfer taxes applicable to the tender of
Securities pursuant to the Offer.

If you wish to have us tender or deliver a Consent with respect to any or
all of your Securities, please instruct us by completing, executing, detaching
and returning to us the portion of this letter captioned 'Instructions With
Respect to the Offer and Consent Solicitation.' An envelope to return your
instructions to us is enclosed. Unless specified on such instructions, tenders
of or Consents with respect to all such Securities will be made on your behalf.
Your instructions should be forwarded to us in ample time to permit us to submit
a tender on your behalf before the Expiration Date.

THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF SUCH
OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT AN OFFER BE
MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON
BEHALF OF AT&T CAPITAL BY MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED OR
ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.

INSTRUCTIONS WITH RESPECT TO THE OFFER AND CONSENT SOLICITATION

The undersigned acknowledge(s) receipt of your letter, the Offer to
Purchase and Consent Solicitation and the Letter of Transmittal relating to the
Offer.

This will instruct you to tender the number of Securities indicated below
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Consent Solicitation and
the Letter of Transmittal.

HOLDERS AS OF THE RECORD DATE:

TENDER BY HOLDERS AS OF THE RECORD DATE:

[ ] By checking this box, all Securities held by you for our account will be
tendered for cash. If fewer than all Securities are to be tendered, we have
checked the box below and indicated the aggregate number of Securities to be
tendered by you. We understand that since the Securities held by you for our
account were held as of the Record Date, the tender of Securities will
constitute our Consent to the Proposed Amendments.

[ ] __________ shares(1)

HOLDERS AFTER THE RECORD DATE:

TENDER BY HOLDERS WHO ACQUIRED SECURITIES AFTER THE RECORD DATE:

[ ] By checking this box, all Securities held by you for our account, will be
tendered for cash. If fewer than all Securities are to be tendered, we have
checked the box below and indicated the aggregate number of Securities to be
tendered by you.

[ ] __________ shares(1)

HOLDERS CONSENTING ONLY:

CONSENT ONLY BY HOLDERS AS OF THE RECORD DATE:

[ ] By checking this box, we instruct you to deliver a Consent with respect to
all Securities held by you for our account as of the Record Date which are
not being tendered in the Offer. If Consents should be provided with respect
to fewer than all Securities not tendered, we have checked the box below and
indicated the aggregate number of Securities as to which Consents should be
provided.

[ ] __________ shares(1)

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(1) Unless otherwise indicated, it will be assumed that all such Securities are
to be tendered or that Consents are to be provided with respect to all such
Securities.

SIGN HERE

SIGNATURE(S): ..................................................................

NAME(S): .......................................................................

ADDRESS(ES): ...................................................................

SOCIAL SECURITY OR TAXPAYER ID NO(S).: .........................................

DATED: .........................................................................

PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.

SOLICITED TENDERS

The undersigned represents that the Soliciting Dealer who solicited and
obtained this tender is:

Name of Firm: .............................................................

(PLEASE PRINT)

Name of Individual Broker
or Financial Consultant: ..................................................

Identification Number (if known): .........................................

Address: ..................................................................

............................................................................

(INCLUDE ZIP CODE)

SIGN HERE

X ................................................. X .................................................

SIGNATURE(S) PRINT NAME(S) AND ADDRESS(ES) HERE

Dated: ............................................