RURAL ELECTRIC COOPERATIVE GRANTOR TRUST KEPCO SERIES 1997
8-K, 2000-06-20
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)
                                June 15, 2000


        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



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


<PAGE>

Item 5.    Other Events

In accordance with Section 5.1 of the First Amendment to the Trust
Agreement, a semi-annual report dated  June 15, 2000 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
                   June 15, 2000.


<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



                    /s/  Steven L. Lilly
                    Steven L. Lilly, Chief Financial Officer





June 20, 2000


<PAGE>


     Exhibit Index

     (21.1)    Semi-annual Report to Certificateholders dated June 15, 2000.


<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:                  June 15, 2000


     Distribution to Certificateholders        $  1,786,218.11

     Allocable to Principal                    $          0.00
     Allocable to Interest                     $  1,786,218.11


     Payment Received From Cooperative         $  2,090,612.10
     Principal                                 $          0.00
     Interest                                  $  2,090,612.10

     Service Fees Paid to Servicer             $     25,592.59


     Payments Related to Swap Agreement
     Payment Received From Morgan              $  1,786,218.11
     Payment to Morgan                         $  2,065,019.51


     Principal Balance of
     Certificates Outstanding:                 $ 55,290,000.00


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.


<PAGE>
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.

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



                    /s/  Steven L. Lilly
                    Steven L. Lilly, Chief Financial Officer





June 20, 2000




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