<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 12, 1997
Capita Preferred Trust
A Delaware Commission File I.R.S. Employer
Business Trust No. 333-11243 No. 22-3467159
44 Whippany Road, Morristown, New Jersey 07962-1983
Telephone Number (201) 397-3000
<PAGE>
<PAGE>
Form 8-K February 12, 1997
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On February 12, 1997, the Audit Committee of the Board of Directors (with
the concurrence of the Board of Directors) of AT&T Capital Corporation (the
"Parent"), which is the parent company of Capita Preferred Trust (the "Trust"),
dismissed Coopers & Lybrand L.L.P. as the Parent's and Trust's independent
public accountants and appointed Arthur Andersen LLP to serve as the Parent's
and Trust's independent public accountants for the year 1997. Coopers & Lybrand
L.L.P. will continue to serve as the Parent's and Trust's independent public
accountants for 1996.
Coopers & Lybrand L.L.P.'s report on the Trust's opening balance sheet
dated October 14, 1996 contained in the Trust's Registration Statement under the
Securities Act of 1933 (Reg. No. 333-11243) did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope, or accounting principles. During the period from October 14, 1996
through February 12, 1997, there were no disagreements between the Company and
Coopers & Lybrand L.L.P. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s) would have caused Coopers & Lybrand L.L.P. to make reference to
the subject matter of such disagreements.
<PAGE>
<PAGE>
Form 8-K February 12, 1997
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16 Letter on change in certifying accountants-
To the Securities and Exchange Commission from Coopers &
Lybrand L.L.P., dated February 12, 1997.
<PAGE>
<PAGE>
Form 8-K February 12, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPITA PREFERRED TRUST
Edward M. Dwyer
________________
By: Edward M. Dwyer
Regular Trustee
February 12, 1997
<PAGE>
<PAGE>
Form 8-K February 12, 1997
EXHIBIT INDEX
Exhibit No.
16 Letter on change in certifying accountants-
To the Securities and Exchange Commission
from Coopers & Lybrand L.L.P., dated February 12, 1997.
<PAGE>
<PAGE>
Form 8-K February 12, 1997
Exhibit 16
February 12, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the statements made by Capita Preferred Trust and AT&T Capital
Corporation (copy attached), which we understand will be filed with the
Commission on February 19, 1997, pursuant to Item 4 of Form 8-K. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
_________________________
Coopers & Lybrand L.L.P.
cc. Mr. Edward M. Dwyer
Senior Vice President and Chief Financial Officer
AT&T Capital Corporation
44 Whippany Road
Morristown, NJ 07962
