RURAL ELECTRIC COOPERATIVE GRANTOR TRUST KEPCO SERIES 1997
8-K, 1999-12-16
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                    FORM 8-K


                                CURRENT REPORT


                   Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


             Date of Report (Date of earliest event reported)
                               December 15, 1999


       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO) SERIES 1997
         (Exact name of registrant as specified in its charter)



       New York      		    333-25029    	 36-7233686
(State or other jurisdic-	(Commission File	(IRS Employer
 tion of incorporation)         Number)              Identification No.)




National Rural Utilities Cooperative
  Finance Corporation
Woodland Park
2201 Cooperative Way, Herndon, VA       			20171-3025
(Address of principal executive offices)			(ZIP Code)


Registrant's telephone number, including area code:   (703) 709-6700



<PAGE>
(Former name or former address, if changed since last report)

Item 5.	Other Events


		In accordance with Section 5.1 of the First Amendment to the
                Trust Agreement, a semi-annual report dated December 15,
                1999 was sent to certificateholders.  A copy of the report
                appears as an exhibit to this filing.

<PAGE>

Item 7.	Financial Statement, Pro Forma Financial Information and Exhibits

		(c)	Exhibits

			The following exhibit is filed herewith:

			21.1	Semi-annual Report to Certificateholders
                        dated December 15, 1999.

<PAGE>

						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 hereunto duly authorized.


                     NATIONAL RURAL UTILITIES COOPERATIVE
                        FINANCE CORPORATION


                     _________________________________________________
                     Steven L. Slepian, Acting Chief Financial Officer





December 16, 1999

<PAGE>




	Exhibit Index


(21.1)  Semi-annual Report to Certificateholders dated December 15, 1999.

<PAGE>


To the holders of:

RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO) SERIES 1997
CUSIP:  781681 AU 5

The following information has been furnished to us, as your Trustee, by
National Rural Utilities Cooperative Finance Corporation (the "Servicer"),
pursuant to Section 5.1 of the First Amendment to the Trust Agreement dated
as amended November 18, 1997.


       Certificate Payment Date:                   December 15, 1999


       Distribution to Certificateholders          $  2,610,796.14

          Allocable to Principal   $1,100,000.00
          Allocable to Interest    $1,510,796.14


       Payment Received From Cooperative           $  3,265,773.86
          Principal                $1,100,000.00
          Interest                 $2,165,773.86


       Service Fees Paid to Servicer               $     26,512.70


       Payments Related to Swap Agreement
          Payment Received From Morgan             $  1,510,796.14
          Payment to Morgan                        $  2,165,773.86


       Principal Balance of Certificates
          Outstanding Before Principal
                     Payment:                      $ 56,390,000.00


The Cooperative assigned to the Trust certain rights under an interest rate
swap agreement (the "Swap Agreement").  The counterparty to the Swap
Agreement is Morgan Guaranty Trust Company of New York ("Morgan").  Pursuant
to the Swap Agreement, the Trust pays to Morgan a fixed rate of interest on
the outstanding notional amount, and Morgan pays the Trust a variable rate
of interest on the outstanding notional amount.  The structure is designed
such that the interest amounts paid by the Cooperative to the Trust are the
same amounts paid to Morgan, pursuant to the Swap Agreement, plus the
amounts payable to CFC, as servicer.  The amounts paid by Morgan to the
Trust under the Swap Agreement are the same as the interest payable by the
Trust to the Certificateholders.

No delinquency in payment under either the Note, the Guarantee or the Swap
Agreement has occurred and no Event of Servicing Termination, or, to the
best of the Servicer's knowledge, event that with notice or lapse of time or
both would become an Event of Servicing Termination, has occurred and is
continuing.

<PAGE>

I, the undersigned, do hereby certify that I am a Responsible Officer of
National Rural Utilities Cooperative Finance Corporation, and as such
officer, I further certify that to the best of my knowledge and belief, the
Semiannual Report is complete and accurate.

                     NATIONAL RURAL UTILITIES COOPERATIVE
                        FINANCE CORPORATION


                     _________________________________________________
                     Steven L. Slepian, Acting Chief Financial Officer




December 16, 1999





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