Exhibit 3(i)

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.

ARTICLE 1. Meetings of Stockholders.

         Section 1.1. Annual Meetings. The annual meeting of stockholders for
the election of directors and the transaction of such other business as may
properly come before it shall be held at such place as shall be stated in the
notice of the meeting, such meeting to be held on the second Thursday in March
of each and every year if not a legal holiday, and if a legal holiday, then on
the next secular day following, or such other date as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting,
at such time as shall be stated in the notice of the meeting.

         Section 1.2. Special Meetings. Except as otherwise prescribed by the
General Corporation Law of Delaware, special meetings of the stockholders for
any purpose or purposes may be called (and the location and time thereof
designated) by the President, and shall be called (and the location and time
thereof designated) by the Secretary at the request in writing of a majority of
the Board of Directors or of stockholders owning not less than a majority of the
outstanding shares of Common Stock of the Corporation.

         Section 1.3. Quorum. The holders of record as of the pertinent record
date of a majority of the outstanding shares of Common Stock of the Corporation
shall be present or represented by proxy in order to constitute a quorum at any
meeting of the stockholders of the Corporation for the transaction of any
business.

         Section 1.4. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of Common
Stock present or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which a different vote is required
by any provision of the General Corporation Law of Delaware, the Certificate of
Incorporation or these By-laws, in which case such provision shall govern and
control the decision of such question.




ARTICLE 2. Directors

         Section 2.1. Number and Election. The Board of Directors shall consist
of that number of members as shall be fixed, from time to time, by the
stockholders or by the Board of Directors. Directors shall be elected (i) at the
annual meeting of stockholders as provided in Section 1.1 hereof by the
plurality of votes of shares represented in person or by proxy, or (ii) by a
majority of the Board of Directors as provided in Section 2.3 hereof.

         Section 2.2. Removal. Any one or more of the directors of the
Corporation may be removed at any time, either with or without cause, by a vote
at a special meeting of stockholders called pursuant to Section 1.2 hereof of
the holders of record of at least a majority of the outstanding shares of Common
Stock of the Corporation, and thereupon the term of the director or directors
who shall have been so removed shall forthwith terminate and there shall be a
vacancy or vacancies in the Board of Directors.

         Section 2.3 Vacancies. Vacancies, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director, and each director so elected shall hold office,
unless sooner displaced, until the next annual election of directors by the
stockholders and until his successor shall be duly elected and qualified.

         Section 2.4 Regular Meetings. Regular meetings of the Board of
Directors shall be held periodically on such dates as the Board of Directors may
designate.

         Section 2.5 Special Meetings. Special meetings of the Board of
Directors may be called by the President, and shall be called by the President
or the Secretary at the request of any two directors, to be held at such time
and place as shall be designated in the notice of such meeting.

         Section 2.6. Notice of Special Meetings. Except as otherwise prescribed
by the General Corporation Law of Delaware, notice shall consist of any
communication reasonably calculated to inform each director of the place, date,
and hour of each special meeting of the Board of Directors at least two days
prior to the time of holding the meeting.

         Section 2.7. Manner of Notice. In addition to any other manner of
giving notice permitted by the General Corporation Law of Delaware and these
By-laws, whenever notice is required to be given to any director, or any member
of any committee designated by the Board of Directors, such

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requirement for notice shall not be construed to require personal delivery and
such requirement for notice shall be deemed satisfied when, as far in advance of
the event with respect to which notice is required as constitutes the minimum
notice period required by the General Corporation Law of Delaware or these
By-laws, (i) written notice is deposited in the United States mails, postage
prepaid, directed to (or delivered to a telegraph company, charges prepaid, for
transmission to) such director or committee member either at the address of such
director or committee member as it appears on the books of the Corporation or at
such person's business address, or (ii) actual notice is received orally or in
writing by the person entitled thereto.

         Section 2.8. Quorum. At each meeting of the Board of Directors, the
presence of that number of directors necessary to constitute a quorum, as
established from time to time by resolution of the Board of Directors, shall be
necessary and sufficient for the transaction of any business, and the act of a
majority of directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, except as otherwise specifically required by
statute, by these By-laws, or by the Certificate of Incorporation.

         Section 2.9. Presumption of Assent. Unless otherwise provided by the
General Corporation Law of Delaware, a director of the Corporation who is
present at a meeting of the Board of Directors at which action is taken on any
corporate matter shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         Section 2.10 Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees of the
Board, each such committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any such committee, who may replace any absent or disqualified member at any
meeting of the committee.

         The Board of Directors may, by resolution passed by a majority of the
whole Board, also designate one or more committees to the Board, each such
committee to consist of directors and/or officers of the Corporation. The Board
may designate one or more directors and/or officers as alternate members of any
such committee, who may replace any absent or disqualified member at any meeting
of the committee.

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         Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation. Any
executive committee designated by the Board of Directors shall have the power
and authority to declare dividends and to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

         Section 2.11. Telecommunication Meetings. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

ARTICLE 3. Officers

         Section 3.1. Executive Officers; Election; Qualifications; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors may elect a
Chairman of the Board of Directors, one or more Vice Chairmen of the Board of
Directors, a Chief Executive Officer, a Chief Operating Officer, one or more
Presidents, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, a Controller, a Treasurer and a Secretary. The Board of Directors
may also choose such subordinate officers and agents of the Corporation as it
may from time to time determine. Each such officer shall hold office until the
first meeting of the Board of Directors after the annual meeting of stockholders
next succeeding his election, and until his successor is elected and qualified
or until his earlier resignation or removal. Any number of offices may be held
by the same person except for the offices of President and Secretary. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.

         Section 3.2. Powers and Duties of Executive Officers. The officers of
the Corporation shall have such powers and duties in the management

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of the Corporation as may be prescribed in a resolution by the Board of
Directors and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board of Directors. The Board
of Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.

         Section 3.3. U.S. Citizenship Requirement. No non-U.S. citizen shall be
qualified or authorized to be Chairman of the Board of Directors or President or
to exercise any powers or duties of such officers in his absence or during his
disability, for so long as the Corporation is required by the U.S. maritime laws
to be a U.S. citizen by reason of its ownership, direct or indirect, or other
interest in any vessel documented under the laws of the United States.

ARTICLE 4. Certificates of Stock and Their Transfer.

         Section 4.1. Certificates of Stock. The certificates of stock of the
Corporation shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
If any stock certificate is signed (a) by a transfer agent or an assistant
transfer agent or (b) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signature of any officer of the Corporation may be
facsimile.

         Section 4.2. Transfer of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and upon payment of applicable taxes with respect to such transfer,
and in compliance with any restrictions on transfer applicable to the
certificate of shares represented thereby of which the Corporation shall have
notice and subject to such rules and regulations as the Board of Directors may
from time to time deem advisable concerning the transfer and registration of
certificates for shares of capital stock of the Corporation, the Corporation
shall issue a new certificate and record the transaction upon its books.
Transfers of shares on the books of the Corporation shall be made only by the
registered holder thereof or by his attorney or successor duly authorized as
evidenced by documents filed with the Secretary or transfer agent of the
Corporation.

         Section 4.3. No Fractional Share Certificates. Certificates shall not
be issued representing fractional shares of stock.

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         Section 4.4. Stockholders of Record. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the General Corporation Law of Delaware.

ARTICLE 5. Indemnification.

         Section 5.1. Indemnification of Directors and Officers. The Corporation
shall, to the fullest extent permitted by law as the same exists or may
hereafter be in effect, indemnify any person who (i) was or is or has agreed to
become a director or officer of the Corporation and (ii) was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person, at the request of the Corporation, was or
is or has agreed to become or has served as a director or officer of the
Corporation or, concurrent therewith, in any capacity with or on behalf of any
other enterprise. Expenses incurred by any such person in defending any such
action, suit or proceeding shall be paid or reimbursed by the Corporation
promptly upon (i) the authorization of such payment or reimbursement by the
President, Chairman of the Board of Directors, disinterested directors or
shareholders of the Corporation and (ii) receipt by the Corporation of an
undertaking by or on behalf of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The right of any such person to be indemnified and to the
payment or reimbursement of expenses incurred in defending any such action, suit
or proceeding in advance of its final disposition provided in and authorized by
this by-law shall (i) extend to the heirs and legal representatives of such
person, (ii) be enforceable against the Corporation by such person who shall be
presumed to have relied thereon in serving, continuing to serve, or agreeing to
serve as a director or officer of the Corporation, (iii) not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
shareholders or disinterested directors or otherwise and (iv) be retroactive to
events occurring prior to the adoption of this by-law to the extent not
prohibited by law. No amendment of this by-law shall impair the rights of any
such person arising at any time with respect to events occurring prior to such
amendment. For purposes of this by-law: the term "Corporation" shall include any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust or employee benefit plan; service "at

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the request of the Corporation" shall include, but not be limited to, service by
any such person as a director or officer of the Corporation or in any capacity
with or on behalf of any such other enterprise which imposes duties on, or
involves services to the Corporation or such other enterprise by, such person
with respect to an employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on any such person with respect to an employee benefit
plan shall be deemed to be indemnifiable expenses; and action by any such person
in good faith with respect to any employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interests of
the Corporation.

ARTICLE 6. General Provisions.

         Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.

         Section 6.2. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, and the words "CORPORATE SEAL," "DELAWARE" and "1984."
Such seal may be used by causing it, or a facsimile thereof, to be impressed or
affixed or otherwise reproduced.

ARTICLE 7. Amendments.

         Section 7.1. In General. Any provision of these By-laws may be altered,
amended or repealed from time to time by the affirmative vote of the holders of
a majority of the Common Stock present in person or by proxy at any annual
meeting or special meeting of stockholders at which a quorum is present, or by
the affirmative vote of a majority of the directors then qualified and acting at
any regular or special meeting of the Board at which a quorum is present;
provided, however, that the stockholders may provide specifically for
limitations on the power of directors to amend particular by-laws and, in such
event, the directors' power of amendment shall be so limited.

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