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                                     CERTIFICATE OF AMENDMENT
                                               OF
                                  CERTIFICATE OF INCORPORATION
                                               OF
                              GENERAL ELECTRIC CAPITAL SERVICES, INC.

               General Electric Capital Services,  Inc., a corporation organized
          and existing under and by virtue of the General Corporation Law of the
          State of Delaware, DOES HEREBY CERTIFY:

               FIRST:  That at a special  meeting of the Board of  Directors  of
          General  Electric  Capital  Services,  Inc.  held on July  22,  1999 a
          resolution was duly adopted setting forth a proposed  amendment to the
          Certificate  of  Incorporation  of said  corporation,  declaring  said
          amendment  to be  advisable  and  directing  that  said  amendment  be
          considered by the stockholders  pursuant to written consents signed by
          all  stockholders of said  corporation.  The resolution  setting forth
          said  amendment and directing that said amendment be considered by the
          stockholders is as follows:



                    RESOLVED,  that the Board of Directors  of General  Electric
               Capital   Services,   Inc.   (hereinafter   referred  to  as  the
               "corporation"),  declares it  advisable,  and  recommends  to the
               stockholders  of  the   corporation,   that  the  Certificate  of
               Incorporation of the corporation be amended by amending the first
               paragraph of "Article 4" of the Certificate of  Incorporation  to
               read in its entirety as follows:

                         "4. The aggregate amount of the capital stock which the
                    corporation   is   authorized   to  issue  is   $801,260,000
                    consisting of 81,260 shares,  of which 1,260 shares,  $1,000
                    par value, shall be Common Stock and 80,000 shares,  $10,000
                    par  value,   shall  be  Preferred   Stock.  The  number  of
                    authorized  shares of  Preferred  Stock may be  increased or
                    decreased  (but not below the number of shares  thereof then
                    outstanding)  by the  affirmative  vote of the  holders of a
                    majority  of the stock of the  corporation  entitled to vote
                    irrespective  of  subsection  (b) (2) of Section  242 of the
                    General Corporation Law of the State of Delaware."



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                    SECOND:  That  thereafter,  by written  consents  signed and
               delivered pursuant to Section 228 of the General  Corporation Law
               of the State of Delaware,  the holders of all of the  outstanding
               stock of General Electric Capital  Services,  Inc.,  consented to
               and authorized said amendment.

                    THIRD:  That said  amendment  was duly adopted in accordance
               with the provisions of Section 242 of the General Corporation Law
               of the State of Delaware.

                    FOURTH:  The 101 shares,  par value  $10,000  per share,  of
               Common Stock,  which were authorized and outstanding  immediately
               prior to the date hereof,  are hereby split at the rate of 10 for
               1 into 1,010 shares,  par value $1,000 per share, of Common Stock
               issued and outstanding.

               IN WITNESS WHEREOF, said General Electric Capital Services, Inc.,
          has  caused  this  certificate  to be  signed by James A.  Parke,  its
          Executive Vice President and Chief  Financial  Officer and attested by
          Nancy E. Barton, Senior Vice President, General Counsel and Secretary,
          this 22nd day of July, 1999.



                                        General Electric Capital Services, Inc.


                                        By:     /s/ James A. Parke
                                           -----------------------------
                                            Executive Vice President and
                                            Chief Financial Officer


ATTEST:

By:    /s/ Nancy E. Barton
   ------------------------------
   Senior Vice President, General
   Counsel and Secretary




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