RNS Number:5007J
Beta Finance Corporation
02 April 2003


                             NOTICE ON BEHALF OF

             BETA FINANCE CORPORATION AND BETA FINANCE INCORPORATED


Beta Finance Corporation and Beta Finance Incorporated request that you forward
this notice to, and for the information of, the beneficial holders of the Euro
Commercial Paper and Euro Medium Term Notes issued by Beta Finance Corporation
or the US Commercial Paper and US Medium Term Notes issued by Beta Finance
Incorporated (collectively the "Senior Debt"):

1.   INTRODUCTION
     
     This notice describes a proposal to enhance the structure of Beta Finance
     Corporation ("Beta"), to allow it to benefit from advancements in 
     technology in structured investment vehicles. As a result of this proposal, 
     the structure of Beta will closely mirror that of other investment vehicles 
     also managed by Citibank International plc, such as Centauri Corporation 
     and Dorada Corporation.

     There is no requirement for holders of existing Senior Debt to take any 
     action in relation to these structural enhancements.  This notice is 
     provided for information purposes only.

     This notice has been prepared by Citibank International plc in its capacity 
     as Investment Manager and as agent of Beta in connection with the revisions
     outlined below.  The purpose of this notice is to set out for the holders 
     of existing Senior Debt the key elements of the revised Beta structure, and 
     is not intended to be an exhaustive summary of the revised structure. The 
     changes will become effective on 2 May 2003 or such later date as is 
     notified to the dealers on the Senior Debt programmes (the "Effective 
     Date").

     PROPOSED STRUCTURE

1.1  Senior Debt Investor Protection

     Security for senior debt investors is provided by a first charge over 
     Beta's assets, with The Law Debenture Trust Corporation acting as Security 
     Trustee.

     The earnings of the company provide the first level of protection for 
     senior debt investors in the event of any credit losses. Further 
     overcollateralisation is provided by the company's capital, which at 2 
     April 2003 was US$1 billion.

     After the Effective Date, structural protection for senior investors will 
     be provided by the following early wind-down process, triggered by, inter 
     alia, changes to the ratings of Beta's senior debt programmes:

     (a)  Downgraded to Double-A.  Beta will continue to operate under 
          restrictive operating policies pre-agreed with Moody's, Standard & 
          Poor's and Fitch (collectively the "Rating Agencies"). These policies 
          are designed to reduce risk in the portfolio and thereby assist Beta 
          in regaining the Triple-A senior ratings as soon as practicable.

     Beta - 2 April 2003
                                   Page 1 of 2

(b)  Downgraded to Single-A.  Defeasance is triggered bringing about an orderly
     wind-down of Beta's portfolio.  Liabilities are repaid as they fall due 
     from the proceeds raised from sales in the asset portfolio.  No further 
     debt issuance may occur and there will be no further distributions to the 
     capital investors until all senior debt is repaid. This process is carried 
     out by Citibank International plc in its capacity as the Defeasance 
     Manager.

(c)  Ratings deteriorate further to below Investment Grade.  The vehicle enters
     Enforcement and the security is enforced by the Security Trustee.

1.2  Defeasance and Enforcement Process

     In the process of unwinding the portfolio, assets in the existing portfolio
     shall be sold to repay liabilities as they fall due.

1.3  Capital Adequacy

     The continuing ability of Beta to meet its financial obligations to the 
     AAA/Aaa/ AAA and A-1+/P-1/F1+ standards is demonstrated by regular tests of 
     its capital adequacy.  After the Effective Date, proprietary simulation 
     technology will be used to ensure capital adequacy.  This is achieved by 
     analysing the ability of Beta to repay its senior debt obligations to the 
     triple-A standard in a variety of stressed scenarios.

     After the Effective Date, leverage will be limited by the Rating Agencies 
     to 25 times.  However Beta's debt ceiling will remain at $15 billion.  For 
     as long as Beta's outstanding capital totals $1 billion, Beta's leverage 
     will therefore continue to be limited to 15 times.

1.4  A-1/P-1/F1 Liquidity Providers

     In accordance with criteria agreed with the Rating Agencies, A-1/P-1/F1 
     rated financial institutions will be eligible to provide liquidity.

2.   MECHANISM TO EFFECT THE ENHANCEMENTS

     In order to effect the enhancements, approval of changes to the 
     documentation has been provided by the Security Trustee, Rating Agencies 
     and Liquidity Banks.

     The Rating Agencies have confirmed that the changes to the documentation 
     will not affect the Triple A ratings of the Senior Debt programmes or the 
     existing Senior Debt.

     This Notice is directed only at holders of the Senior Debt.  Any other 
     person should not rely on it.

     After the Effective Date for further information, please contact the 
     dealers on the Senior Debt programmes for the Information Memorandum or the 
     Private Placement Memorandum in relation to the Senior Debt, as 
     appropriate.


Beta - 2 April 2003
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