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                                                                    EXHIBIT 4(a)

                                  ARISTAR, INC.

                              OFFICERS' CERTIFICATE


        Pursuant to Section 301 of the Indenture dated as of October 1, 1997
(the "Indenture"), between Aristar, Inc. (the "Company"), and First Union
National Bank, as Trustee (the "Trustee"), relating to the Company's senior debt
securities (the "Senior Debt Securities"), including a series of such senior
debt securities designated "5.85% Senior Notes due 2004" (the "Notes"), the 
undersigned hereby certify that the form and terms of the Notes were 
established by action taken pursuant to a Board Resolution (as such term is 
defined in the Indenture) by the written consent of the sole member of the 
pricing committee of the board of directors of the Company dated as of January 
22, 1999 (a copy of which Board Resolution is attached hereto and incorporated 
herein), and that such form included the following terms:

        1.      the title of the Notes is "5.85% Senior Notes due 2004";

        2.      the aggregate principal amount of the Notes is $200,000,000;

        3.      the principal of the Notes shall, except as otherwise provided
                in the Indenture, mature on January 27, 2004;

        4.      the Notes will bear interest at the rate of 5.85% per annum from
                January 27, 1999, or from the most recent interest payment date
                to which interest has been paid or duly provided for; the
                interest payment dates on which such interest shall be payable
                shall be January 27 and July 27 in each year commencing July 27,
                1998, and the regular record dates for the payment of interest
                on any interest payment date shall be (in each case whether or
                not a business day) the January 12 or July 12, as the case may
                be, next preceding such interest payment date;

        5.      the corporate trust office of First Union National Bank in the
                Borough of Manhattan, The City of New York, shall be the office
                or agency of the Company at which principal of and premium, if
                any, and interest on the Notes shall be payable;

        6.      the Notes are not redeemable prior to maturity;

        7.      the Notes will be issued in fully registered form only, without
                coupons, and in denominations of $1,000 and any larger amount
                that is an integral multiple of $1,000;

        8.      the indebtedness represented by the Notes may be satisfied and
                discharged by the Company at any time upon compliance with the
                provisions of Section 403 of the Indenture; and



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        9.      the Notes shall initially be issued in the form of one or more
                global securities and deposited with or on behalf of The
                Depository Trust Company; interests in Notes issued in global
                form may not be exchanged, in whole or in part, for the
                individual securities represented thereby, except as provided in
                the Indenture and except that the Company may at any time and in
                its sole discretion determine not to have any of the Notes
                represented by one or more global securities and, in such event,
                will issue individual certificated notes in exchange for such
                global securities.

        Pursuant to Section 102 of the Indenture, the undersigned hereby certify
that all conditions precedent set forth in the Indenture (including any
covenants compliance with which constitutes a condition precedent) that relate
to the authentication and delivery of $200,000,000 in aggregate principal amount
of the Notes have been complied with.

        The undersigned have read the conditions of the Indenture (including the
covenants compliance with which constitutes a condition precedent), and the
definitions therein relating thereto, relating to the authentication and
delivery of the Notes and the requirements for an officers' certificate set
forth in Section 102 thereof; they have examined the other provisions of the
Indenture and the documents accompanying this certificate that comprise with
this certificate an application for the authentication and delivery of the
Notes; they are informed of matters relevant to the statements and opinions
contained in this certificate through personal knowledge or examination of
records of the Company or reports or information furnished to them by the
officers or employees of the Company having knowledge of the relevant facts;
they have conferred with counsel with respect to the foregoing; and the
statements and opinions contained in this certificate are based on such
knowledge, examination and investigation.

        In their opinions, they have made such examinations or investigations as
are necessary to enable them to express informed opinions as to whether or not
such conditions and covenants related to the authentication and delivery of the
Notes requested in such application to be authenticated and delivered have been
complied with; and, in their opinions, such conditions and covenants have been
complied with.

        IN WITNESS WHEREOF, we have hereunto set our names, this 22nd day of
January, 1999.


                                   /S/ Marangal I. Domingo
                                       -----------------------------------------
                                       MARANGAL I. DOMINGO
                                       Senior Vice President


                                   /S/ Fay L. Chapman
                                       -----------------------------------------
                                       FAY L. CHAPMAN
                                       Executive Vice President
                                       and Assistant Secretary



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