FILED PURSUANT TO RULE 424 (B) (5):
FILE NO. 33-65293
PRICING SUPPLEMENT NO. 2 DATED MAY 27, 1997 (TO PROSPECTUS SUPPLEMENT DATED
MAY 19, 1997 AND PROSPECTUS DATED MAY 19, 1997).
XTRA, INC.
SERIES C MEDIUM-TERM NOTES
DUE FROM 9 MONTHS TO 30 YEARS
FROM DATE OF ISSUE
GUARANTEED AS TO PAYMENT
OF PRINCIPAL, PREMIUM,
IF ANY, AND INTEREST BY
XTRA CORPORATION
ORIGINAL ISSUE DATE: May 30, 1997
PRINCIPAL AMOUNT: $10,000,000.00
BOOK ENTRY: X
CERTIFICATED: N/A
INTEREST RATE (IF FIXED RATE): 7.53%
STATED MATURITY: June 1, 2007
ISSUE PRICE (AS A PERCENTAGE OF PRINCIPAL AMOUNT): N/A
SELLING AGENT'S COMMISSION (%): .625%
PURCHASING AGENT'S DISCOUNT OR COMMISSION (%): N/A
NET PROCEEDS TO THE COMPANY (%): $9,937,500.00
INITIAL REDEMPTION DATE (IF ANY): N/A
REDEMPTION PRICES: N/A
INTEREST PAYMENT DATES: July 15 and January 15
REGULAR RECORD DATES: July 1 and January 1
PRICING #2
FLOATING RATE NOTES:
INTEREST RATE BASIS (IF FLOATING):
_______ COMMERCIAL PAPER
_______ PRIME RATE
_______ LIBOR
_______ TREASURY RATE
_______ CD RATE
_______ FEDERAL FUNDS RATE
_______ OTHER
INDEX MATURITY:
SPREAD:
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATE:
INITIAL INTEREST RATE:
INTEREST DETERMINATION DATE (S):
CALCULATION DATE (S):
CALCULATION AGENT:
USE OF PROCEEDS:
THE PROCEEDS OF THE NOTE WILL BE USED TO REPAY IN PART
OUTSTANDING SHORT-TERM COMMERCIAL PAPER OBLIGATIONS, SUPPORTED
BY A REVOLVING CREDIT AND TERM LOAN AGREEMENT WITH BANK OF
AMERICA, NATIONAL TRUST AND SAVINGS ASSOCIATION, AS AGENT. THE
MATURITY DATE OF THE REVOLVING PERIOD UNDER THE REVOLVING
CREDIT AGREEMENT IS JUNE 30, 1998, WITH FINAL MATURITY OF THE
TERM PERIOD ON JUNE 30, 2003. THE CURRENT INTEREST RATE ON
BORROWINGS TO BE REPAID IS 5.7%. BORROWINGS BEING REPAID WILL
BE USED TO FINANCE CAPITAL EXPENDITURES AND GENERAL WORKING
CAPITAL NEEDS.
CLARIFICATION:
THE SECOND SUPPLEMENTAL INDENTURE REFERRED TO IN THE
PROSPECTUS SUPPLEMENT DATED AS OF MAY 19, 1997 AMONG XTRA,
INC., XTRA CORPORATION, AS GUARANTOR, AND STATE STREET BANK
AND TRUST COMPANY, AS TRUSTEE, IS DATED AS OF MAY 16, 1997.
