Pricing Supplement No. 2 Rule 424 (b) (2)
DATED: 4/1/96 Registration No. 33-56839
(To Prospectus Supplement dated March 28, 1996, including the Prospectus
dated December 21, 1994)
$490,000,000
USL CAPITAL CORPORATION
MEDIUM-TERM NOTES, SERIES D
Due from Nine Months to 30 Years from Date of Issue
Floating Rate Note [x] % Fixed Rate Note [ ]
Global Security: [x] Yes [ ] No
Principal Amount: $50,000,000
Settlement Date: 4/4/96 Maturity Date: 4/6/98
Interest Accrual Date: 4/4/96
New Maturity Date(s): N/A Notice of Renewal Date(s): N/A
Issue Price:
Specified Currency: U.S. Dollars
Exchange Rate Agent: N/A
Historical Exchange Rate: N/A
Redemption Dates: N/A
Redemption Price(s): N/A
Authorized Denominations (if other than denominations of $1,000 and integral
multiples of $1,000 in excess thereof in U.S. Dollars): N/A
Repayment Date(s): N/A
Repayment Price(s): N/A
Interest Payment Period: Quarterly
Interest Payment Dates: 6th day of April, July, October, January
(Only applicable to Floating Rate Notes)
Initial Interest Rate: To be calculated as if April 4, 1996 were an Interest
Reset Date
Index Maturity: 3-Month
Base Rate(s): Libor
If LIBOR, Designated LIBOR Page:
[ ] LIBOR Reuters
[x ] LIBOR Telerate
Index Currency:
Interest Reset Period: Quarterly
Interest Reset Dates: 6th day of April, July, October, January
Spread (plus or minus): +.10%
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Calculation Agent: As provided in the Prospectus Supplement
Original Issue Discount Note:
[ ] Yes [x ] No
(Only Applicable to Original Issue Discount Notes):
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Method to Determine Yield to Maturity and Initial Accrual Period OID:
Trade Date: 4/1/96
Name of Agent: Goldman, Sachs & Co.
Agent's Discount or Commission: $4,500
Net Proceeds to Company: $49,995,500
[ ] Agent is Acting as Agent for the Sale of Notes
by the Company at a Price to the Public of
[ ] 100% of Principal Amount
[ ] ___% of Principal Amount
[x] Agent is Purchasing Notes from the Company as Principle
for Resale to investors and Other Purchasers at:
[ ] a fixed initial public offering price of
100% of the Principal Amount
[ ] a fixed initial public offering price of
___% of the Principal Amount
[x ] varying prices relating to prevailing market prices
at time of resale to be determined by Agent
Cusip Number: 90330QBK9
Additional Terms:
