NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/
10-Q, 1996-04-12
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE> 1


				 FORM 10-Q


			       UNITED STATES
		     SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549



	      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
		   OF THE SECURITIES EXCHANGE ACT OF 1934
	      For the Quarterly Period Ended February 29, 1996

				    OR

	    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
		  OF THE SECURITIES EXCHANGE ACT OF 1934
	       For the Transition Period From          To

		    Commission File Number 1-7102

	 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	  (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                            <C>

	     DISTRICT OF COLUMBIA                52-0891669     
	(State or other jurisdiction of         (I.R.S. Employer
	 incorporation or organization)          Identification No.)

</TABLE>

    Woodland Park, 2201 Cooperative Way, Herndon, VA 22071-3025    
(Address of principal executive offices)


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





Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.YES  X  NO    



			       Page 1 of 27


<PAGE> 2
<TABLE>
<CAPTION>
	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
		       COMBINED BALANCE SHEETS

		     (Dollar Amounts In Thousands)


			   A S S E T S


					     (Unaudited)
				    February 29, 1996   May 31, 1995  
<S>                                  <C>               <C>
Cash                                  $    59,373       $    26,309

Marketable Securities                      68,000            30,000

Debt Service Investments                   40,060            32,740

Loans To Members, net                   7,491,043         6,747,124

Receivables                                86,978            87,638

Fixed Assets, net                          33,745            36,807

Debt Service Reserve Funds                115,651           114,094

Other Assets                                7,820             6,077

	Total Assets                  $ 7,902,670       $ 7,080,789


</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.


<PAGE> 3
<TABLE>
<CAPTION>

       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
		       COMBINED BALANCE SHEETS

		 (Dollar Amounts In Thousands)

   L I A B I L I T I E S   A N D   M E M B E R S'   E Q U I T Y


				     (Unaudited)
				   February 29, 1996    May 31, 1995  
<S>                                 <C>                <C>
Notes Payable, due within one year   $  2,119,433       $  1,812,570

Accounts Payable                           15,434             16,705

Accrued Interest Payable                   52,003             39,343

Long-Term Debt                          4,197,560          3,685,682

Other Liabilities                          12,601             21,553

Commitments, Guarantees and
   Contingencies

Members' Subordinated Certificates:
   Membership subscription
      certificates                        638,440            637,129
   Loan & guarantee certificates          606,385            597,586

   Total Members' Subordinated
	 Certificates                   1,244,825          1,234,715

Members' Equity                           260,814            270,221

    Total Members' Subordinated Certi-
      ficates & Members' Equity         1,505,639          1,504,936

Total Liabilities and Members'
   Equity                            $  7,902,670       $  7,080,789
</TABLE>



The accompanying notes are an integral part of these combined financial 
statements.


<PAGE> 4
<TABLE>
<CAPTION>
							 (UNAUDITED)



     NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
     COMBINED STATEMENTS OF INCOME, EXPENSES AND NET MARGINS

		 (Dollar Amounts in Thousands)

	      For the Quarters and Nine Months Ended
	      February 29, 1996 and February 28, 1995



				   Quarters Ended        Nine Months Ended
				2-29-96    2-28-95     2-29-96    2-28-95 
<S>                            <C>        <C>       <C>        <C>
Operating Income-Interest on
   loans to members             $126,269  $116,210   $373,197  $318,708
Less-cost of funds allocated     108,121    96,084    317,698   259,512

	Gross operating margin      18,148    20,126     55,499    59,196

Expenses:
  General, administrative and
     loan processing               4,803     4,150     13,342    12,093
  Provision for loan and     
    guarantee losses               1,875     1,875      7,555     5,625

	Total expenses               6,678     6,025     20,897    17,718

	Operating margin            11,470    14,101     34,602    41,478

Nonoperating Income                1,311       916      3,058     2,498

Net Margins                     $ 12,781  $ 15,017   $ 37,660   $43,976

</TABLE>


The accompanying notes are an integral part of these combined financial 
statements.


<PAGE> 5
<TABLE>
<CAPTION>
							    (UNAUDITED)
	  NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	      COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

		      (Dollar Amounts in Thousands)

       For the Quarters Ended February 29, 1996 and February 28, 1995
						       Patronage Capital
							  Allocated      
				Educa-     Unal-       General    Member
			 -      tional     located     Reserve
			       Total       ships        Fund       Margins      Fund       Other
<S>                               <C>      <C>        <C>         <C>        <C>        <C>
Quarter Ended February 29, 1996
   Balance at November 30, 1995   $248,021   $  1,402   $    429   $ 27,168    $    346  $218,676
     Retirement of patronage capital        -           -           -           -           -         -
     Net Margins                       12,781           -           -      12,781           -         -   
     Other                                 12          12           -           -           -         -  
   Balance at February 29, 1996      $260,814    $  1,414    $    429    $ 39,949    $    346  $218,676 


												      
 Quarter Ended February 28, 1995
     Balance at November 30, 1994    $256,780    $  1,366    $    353    $ 31,248    $    318  $223,495
     Retirement of patronage capital        -           -           -           -           -         - 
     Net Margins                       15,017           -           -      15,017           -         - 
     Other                                 10          11           -           -           -        (1)
   Balance at February 28, 1995      $271,807    $  1,377    $    353    $ 46,265    $    318  $223,494
</TABLE>

	  The accompanying notes are an integral part of these combined financial
   statements.

<PAGE> 6 
<TABLE>                                                                    (UNAUDITED)
<CAPTION>
      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	  COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

		    (Dollar Amounts in Thousands)

     For the Nine Months Ended Febraury 29, 1996 and February 28, 1995

							 Patronage  Capital
								 Allocated
							     Educa-     Unal-       General
					       Member-      tional     located     Reserve
				    Total       ships        Fund      Margins      Fund       Other
<S>                               <C>        <C>         <C>         <C>         <C>        <C>        
Nine Months Ended February 29, 1996
  Balance at May 31, 1995         $270,221    $  1,383    $    375    $  2,289    $    498   $265,676
  Retirement of patronage capital  (48,313)          -           -           -        (152)   (48,161)
  Net Margins                       37,660           -           -      37,660           -          -
  Other                              1,246          31          54           -           -      1,161
Balance at February 29, 1996      $260,814    $  1,414    $    429    $ 39,949    $    346   $218,676


Nine Months Ended February 28, 1995
  Balance at May 31, 1994         $258,299    $  1,247    $    312    $  2,289    $    488   $253,963
  Retirement of patronage capital  (28,654)          -           -           -        (295)   (28,359)
  Net Margins                       28,638           -           -      28,638           -          -
  Other                               (575)         72          33           -           -       (680)
Balance at February 28, 1995      $257,708    $  1,319    $    345    $ 30,927    $    193   $224,924
</TABLE>
  The accompanying notes are an integral part of these combined financial
  statements.

<PAGE> 7
<TABLE>
<CAPTION>
							(UNAUDITED)
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
		COMBINED STATEMENTS OF CASH FLOWS

		 (Dollar Amounts In Thousands)

    For the Nine Months Ended February 29, 1996 and February 28, 1995

							    1996          1995 
<S>                                                      <C>           <C>
Cash Flows From Operating Activities:
Accrual basis net margins                                 $ 37,660      $  43,976
Add (deduct):
  Provision for loan and guarantee losses                    7,555          5,625
  Depreciation                                                 953          1,149
  Amortization of deferred income                           (7,232)       (13,555)
  Amortization of bond issuance costs                        1,543            977
Add (deduct) changes in accrual accounts:
 Receivables                                               10,012           (739)
 Accounts payable                                          (1,271)        (3,871)
 Accrued interest payable                                  12,660          9,094
 Other                                                     (5,816)         7,057

   Net cash flows provided by operating
       activities                                          56,064         49,713

Cash Flows From Investing Activities:
 Advances made on loans                                (2,799,225)    (2,770,987)
 Principal collected on loans                           2,047,751      2,107,581
 Investments in fixed assets                                2,110           (224)
    Net cash flows used in investing activities           (749,364)      (663,630)

Cash Flows From Financing Activities:
  Notes payable, net                                      456,863        403,616
  Marketable Securities, Net                              (38,000)      ( 10,000)
  Debt service                                             (7,320)        (8,517)
  Proceeds from issuance of Long-Term Debt                543,070        426,736
  Payments for retirement of Long-Term Debt              (180,875)      (169,665)
  Proceeds from issuance of Members'
	Subordinated Certificates                            14,113         25,839
  Payments for retirement of Members' Subordinated
     Certificates                                         (15,335)       (11,373)
  Payments for retirement of patronage
    capital                                               (46,152)       (37,054)

   Net cash flows provided by financing
      activities                                          726,364        619,582

Net Cash Flows                                             33,064          5,665
Beginning Cash and Cash Equivalents                        26,309         22,168

Ending Cash and Cash Equivalents                       $   59,373      $  27,833

Supplemental Disclosure of Cash Flow Information:
Cash paid during nine months for
    Interest Expense                                   $  307,603     $  341,633
</TABLE>

The accompanying notes are an integral part of these combined financial 
statements.

<PAGE> 8
	     NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		 Notes to Combined Financial Statements

1.      General Information

National Rural Utilities Cooperative Finance Corporation ("CFC") is a private, 
not-for-profit cooperative association which provides supplemental financing 
and related  financial service programs for the benefit of its members.  
Membership is limited to certain cooperatives, not-for-profit corporations, 
public bodies and related service organizations, as defined in CFC's Bylaws.  
CFC is exempt from the payment of Federal income taxes under Section 501(c)(4) 
of the Internal Revenue Code.

CFC's 1,049 members as of February 29, 1996, included 902 rural electric 
utility system members ("Utility Members"), virtually all of which are 
consumer-owned cooperatives, 73 service members and 74 associate members.  
The Utility Members included 837 distribution systems and 65 generation and 
transmission systems operating in 46 states and U.S. territories.  At December 
31, 1994, CFC's member systems served approximately 12.2 million consumers, 
representing service to an estimated 32.0 million ultimate users of electricity 
and owned approximately $66.5 billion (before depreciation of $19.4 billion) in
total utility plant.

Rural Telephone Finance Cooperative ("RTFC") was incorporated as a private 
cooperative association in the State of South Dakota in September, 1987.  
RTFC is a controlled affiliate of CFC and was created for the purpose of 
providing, securing and arranging financing for its rural telecommunication 
members and affiliates. RTFC's results of operations and financial condition 
have been combined with those of CFC in the accompanying financial statements.  
As of February 29, 1996, RTFC had 414 members. RTFC is a taxable entity under 
Subchapter T of the Internal Revenue Code and accordingly takes tax deductions 
for allocations of net margins to its patrons.

<PAGE> 9

Guaranty Funding Cooperative ("GFC") was incorporated as a private cooperative 
association in the state of South Dakota in December 1991.  GFC is a controlled
affiliate of CFC and was created for the purpose of providing and servicing 
loans to its members to fund the financing of loans guaranteed by the Rural 
Utilities Service ("RUS").  GFC's results of operations and statements of 
financial condition have been combined with those of CFC and RTFC in the 
accompanying financial statements.  Loans held by GFC were transferred to GFC 
by CFC and are guaranteed by the RUS.  GFC had four members other than CFC at 
February 29, 1996. GFC is a taxable entity under Subchapter T of the Internal 
Revenue Code and accordingly takes deductions for allocations of net margins 
to its patrons.

In the opinion of management, the accompanying unaudited combined financial 
statements contain all adjustments (which consist only of normal recurring 
accruals) necessary to present fairly the combined financial position of CFC, 
RTFC and GFC as of February 29, 1996 and May 31, 1995, and the combined results
of operations, cash flows and changes in members' equity for the quarters ended
February 29, 1996 and February 28, 1995.

The Notes to Combined Financial Statements for the years ended May 31, 1995 
and 1994 should be read in conjunction with the accompanying financial state-
ments. (See CFC's Form 10-K for the year ended May 31, 1995, filed on August 
29, 1995).  Certain items on the May 31, 1995 Combined Balance Sheets have 
been reclassified to conform with the February 29, 1996 presentation.

In May 1993, the Financial Accounting Standards Board (the "FASB") released 
Statement No. 114 "Accounting by Creditors for Impairment of a Loan."  The 
statement requires that impaired loans be measured based on the present value 
of expected future cash flows discounted at the loan's effective interest rate,
observable market value or, in the case of collateral dependent loans, the fair
value of the collateral. In October 1994, the FASB released Statement No. 118, 
"Accounting by Creditors for Impairment of a Loan-Income Recognition and 
Disclosures".  The statement amends FASB Statement No. 114 by eliminating the 
interest income recognition provisions and changing the disclosure 
requirements.  Both statements are required to be implemented in fiscal years 
beginning after December 15, 1994 and will apply to loans that are, or become 
impaired, based on the provisions of FASB Statement No. 114, or that have 
certain restructuring agreements executed on, or after the implementation date.
CFC has implemented policies consistent with these statements.

Principles of Combination

The accompanying financial statements include the combined accounts of CFC, 
RTFC and GFC, after elimination of all material intercompany accounts and 
transactions.  CFC has a $1,000 membership interest in RTFC and GFC.  CFC 
exercises control over RTFC and GFC through majority representation on their 
Boards of Directors.  CFC manages the affairs of RTFC through a long-term 
management agreement.  CFC services the loans for GFC for which it collects a 
servicing fee.  As of February 29, 1996, CFC had committed to lend RTFC

<PAGE> 10

up to $2,400.0 million to fund loans to its members and their affiliates.

RTFC had outstanding loans and unadvanced loan commitments totaling $1,371.6 
million and $1,215.1 million as of February 29, 1996 and May 31, 1995, 
respectively.  RTFC's net margins are allocated to RTFC's borrowers.  Summary 
financial information relating to RTFC is presented below:
<TABLE>
<CAPTION>
				     At February 29,      At May 31,
(Dollar Amounts In Thousands)             1996               1995   
<S>                             <C>                   <C>
 Outstanding loans to members
   and their affiliates         $  953,169            $883,463
 Total assets                    1,073,330             985,381
 Notes payable to CFC              953,169             883,463
 Total liabilities                 970,168             892,717
 Members' Equity and
    Subordinated Certificates      103,162              92,664
</TABLE>
<TABLE>
<CAPTION>
				   For the Nine Months Ended  
(Dollar Amounts In Thousands)          2-29-96             2-28-95   
 <S>                            <C>                  <C>
 Operating income               $  48,384            $ 38,879
 Net margins                        2,074               1,466
</TABLE>

<TABLE>
<CAPTION>
Summary financial information relating to GFC is presented below:
				                                 At February 29,    At May 31,
(Dollar Amounts In Thousands)            1996               1995    
<S>                                  <C>                  <C>
 Outstanding loans to members        $  411,373           $421,665
 Total assets                           427,054            442,878
 Notes payable to CFC                   415,414            427,875
 Total liabilities                      425,075            440,410
 Members' Equity                          1,979              2,468
</TABLE>

<TABLE>
<CAPTION>
				       For the Nine Months Ended 
(Dollar Amounts In Thousands)           2-29-96            2-28-95   
<S>                                  <C>                  <C>
 Operating income                    $   21,511           $ 20,839
 Net margins                              1,913              2,142
</TABLE>
Unless stated otherwise, references to CFC relate to CFC, RTFC and GFC on 
a combined basis.

2. Debt Service Account

   A provision of the 1972 Indenture between CFC and Chemical Bank as trustee 
   ("1972 Indenture") requires monthly deposits into a debt service account 
   held by the trustee, generally in amounts equal to one-twelfth of the total
   annual interest


<PAGE> 11

   payments, annual sinking fund payments and the principal amount of bonds 
   maturing within one year.  These deposits may be invested in permitted 
   investments, as defined in the indenture (generally bank certificates of 
   deposit and prime rated commercial paper).

   On February 15, 1994, CFC completed a second Collateral Trust Bond Indenture
   ("1994 Indenture") with First Bank National Association as trustee.  This 
   indenture does not require the maintenance of a debt service account.  All 
   future Collateral Trust Bonds will be issued under the 1994 Indenture. 

3. Loans Pledged as Collateral to Secure Collateral Trust Bonds

   As of February 29, 1996 and May 31, 1995, mortgage notes representing 
   approximately $1,118.9 million and $789.9 million, respectively, related 
   to outstanding long-term loans to members, were pledged as collateral to 
   secure Collateral Trust Bonds.  Both the 1972 Indenture and the 1994 
   Indenture require that CFC pledge eligible mortgage notes (or other 
   permitted assets) as collateral that at least equal the outstanding balance 
   of Collateral Trust Bonds.  Under CFC's revolving credit agreement (See Note
   6), CFC cannot pledge mortgage notes in excess of 150% of Collateral Trust 
   Bonds outstanding.

   Collateral Trust Bonds outstanding at February 29, 1996 and May 31, 1995 
   were $981.7 million and $682.0 million, respectively. 

4. Allowance for Loan and Guarantee Losses

   CFC maintains an allowance for loan and guarantee losses at a level 
   considered to be adequate in relation to the quality and size of its 
   loan and guarantee portfolio.  It is CFC's policy to periodically review 
   its loans and guarantees and to make adjustments to the allowance as 
   necessary. 

   The allowance is based on estimates, and accordingly, actual loan and 
   guarantee losses may differ from the allowance amount. As of February 29, 
   1996 and May 31, 1995, such allowance was $213.2 million and $205.6 million,
   respectively.

   Activity in the allowance account is summarized as follows for the nine 
   months ended February 29, 1996 and the year ended May 31, 1995.


<PAGE> 12
<TABLE>
<CAPTION>

			                                    		February 29,        May 31,
   (Dollar Amounts in Thousands)            1996              1995   
  <S>                                    <S>              <S>
   Beginning Balance                      $205,596         $188,196
   Provision for loan and                    7,555           17,400
      guarantee losses
   Ending Balance                         $213,151         $205,596
</TABLE>

5. Members' Subordinated Certificates

   Members' Subordinated Certificates are subordinated obligations purchased 
   by members as a condition of membership and in connection with CFC's 
   extension of long-term loans and guarantees to them.  Those issued as a 
   condition of membership (Subscription Capital Term Certificates) generally 
   mature 100 years from issuance date and bear interest at 5% per annum.  The
   other certificates either mature 46 to 50 years from issuance or amortize 
   proportionately based on the principal balance of the credit extended, and 
   either are non-interest-bearing or bear interest at varying rates.

   The proceeds from certain non-interest-bearing subordinated certificates 
   issued in connection with CFC's guarantees of tax-exempt bonds are pledged 
   by CFC to the debt service reserve fund established in connection with the 
   bond issue, and any earnings from the investment of the fund inure solely 
   to the benefit of the member.

6. Credit Arrangements

   As of February 29, 1996, CFC had two revolving credit agreements totaling 
   $4,550.0 million with 60 banks, including Morgan Guaranty Trust Company of
   New York as Arranger, Administrative Agent, and Co-Syndication Agent and 
   The Bank of Nova Scotia as Co-Syndication Agent.  These credit facilities 
   were arranged principally to provide liquidity support for CFC's out-
   standing commercial paper, CFC's guaranteed commercial paper issued by the 
   National Cooperative Services Corporation ("NCSC") and the adjustable or 
   floating/fixed rate bonds which CFC has guaranteed and agreed to purchase 
   for the benefit of its members.

   Under the respective revolving credit agreements, CFC can borrow up to 
   $2,730.0 million until February 28, 2000 (the "five-year facility"), and 
   $1,820.0 million until February 25, 1997 (the "364-day facility").  Any 
   amounts outstanding will be due on those dates. In connection with the 
   five-year facility, CFC pays a per annum facility fee of .10 of 1% and per
   annum commitment fee of .025 of 1%.  The per annum facility fee for the 
   364-day is .08 of 1% and there is no commitment fee at CFC's current credit
   rating level.  If CFC's long-term ratings decline, these fees may be 
   increased by no

<PAGE> 13

   more than .1250 of 1%.  Borrowings under both agreements will be at one or 
   more rates as defined in the agreements, as selected by CFC.

   The revolving credit agreements require CFC, among other things to maintain
   Members' Equity and Members' Subordinated Certificates of at least $1,345.0
   million (increased each fiscal year by 90% of net margins not distributed 
   to members), an average fixed charge coverage ratio over the six most recent
   fiscal quarters of at least 1.025 and prohibits the retirements of patronage
   capital unless CFC has achieved a fixed charge coverage ratio of at least 
   1.05 for the preceding fiscal year. The credit agreements prohibit CFC from
   incurring senior debt (including guarantees but excluding indebtedness 
   incurred to fund RUS guaranteed loans) in an amount in excess of ten times 
   the sum of Members' Equity and subordinated certificates and restricts, with
   certain exceptions, the creation by CFC of liens on its assets and certain 
   other conditions to borrowing. 

   The agreement also prohibits CFC from pledging collateral in excess of 150% 
   of the principal amount of Collateral Trust Bonds outstanding.  Provided 
   that CFC is in compliance with these financial covenants (including that 
   CFC has no material contingent or other liability or material litigation 
   that were not disclosed by or reserved against in its most recent annual 
   financial statements) and is not in default, CFC may borrow under the 
   agreements until the termination dates. As of February 29, 1996 and May 31, 
   1995, CFC was in compliance with all covenants and conditions under its 
   revolving credit agreements and there were no borrowings outstanding under
   the revolving credit agreements.

   At February 29, 1996 and May 31, 1995, CFC classified $2,730.0 million and 
   $2,430.0 million, respectively, of its notes payable outstanding as long-
   term debt.  CFC expects to maintain more than $2,730.0 million of notes 
   payable during the next twelve months.  If necessary, CFC can refinance 
   such notes payable on a long-term basis by borrowing under the five-year 
   facility subject to the conditions above.

7. Unadvanced Loan Commitments

   As of February 29, 1996 and May 31, 1995, CFC had unadvanced loan commit-
   ments, summarized by type of loan, as follows:
<PAGE> 14
<TABLE>
<CAPTION>

(Dollar Amounts In Thousands)    February 29, 1996      May 31, 1995
<S>                                <C>                 <C>
  Long-term                    $1,528,249          $1,325,141
  Intermediate-term               211,493             186,313
  Short-term                    3,257,870           3,121,212
  Telecommunications              418,454             331,633
  Associate Member                 55,543              53,483
  Restructured (See Note 11(D))         0              20,000
    Total unadvanced loan
    commitments                $5,471,609          $5,037,782
</TABLE>
Unadvanced commitments include loans approved by CFC for which loan contracts 
have not yet been executed and for which loan contracts have been executed but
funds have not been advanced. CFC may require additional information to assure
itself that all conditions for advance of funds have been fully met and that 
there has been no material change in the member's condition as represented in 
the documents supplied to CFC.  Since commitments may expire without being 
fully drawn upon, the total amounts reported as commitments do not necessarily 
represent future cash requirements.  Collateral and security requirements for 
loan commitments are identical to those for advanced loans.

8. Retirement of Patronage Capital
	
   CFC patronage capital in the amount of $47.6 million was retired on August 
   31, 1995, representing one-sixth of the total allocations for fiscal years 
   1988, 1989 and 1990 and 70% of the allocation for fiscal year 1995.  During
   the second quarter GFC retired patronage capital in the amount of $2.4 
   million.  RTFC retired 70% of their FY 1995 allocation in January, 1996.  
   Future retirements of patronage capital allocated to patrons may be made 
   annually as determined by CFC's Board of Directors with due regard for CFC's
   financial condition. 

9. Guarantees

   As of February 29, 1996 and May 31, 1995, CFC had guaranteed the following 
   contractual obligations of its members:
<TABLE>
<CAPTION>

  (Dollar Amounts In Thousands)        February 29, 1996    May 31, 1995      
  <S>                                  <C>               <C>
  Long-term tax-exempt bonds (A)        $1,458,705        $1,496,930
  Debt portions of leveraged lease
   transactions (B)                        432,539           568,662
    Indemnifications of tax benefit
     transfers (C)                         368,058           389,755
    Other guarantees (D)                   136,659           119,575
       Total guarantees                 $2,395,961        $2,574,922
</TABLE>

<PAGE> 15

(A)  CFC has unconditionally guaranteed to the holders or to trustees for the 
benefit of holders of these bonds the full principal, premium (if any) and 
interest payments on each bond when due.  In the event of default, the bonds 
cannot be accelerated as long as CFC makes the scheduled debt service pay-
ments.  In addition, CFC has agreed to make up, at certain times, deficiencies
in the debt service reserve funds for some of these issues of bonds. Of the 
amounts shown, $1,172.5 million and $1,200.1 million as of February 29, 1996 
and May 31, 1995, respectively, are adjustable or floating/fixed rate bonds.  
The interest rate on such bonds may be converted to a fixed rate as specified 
in the indenture for each bond offering.  During the variable rate period 
(including at the time of conversion to a fixed rate), CFC has unconditionally
agreed to purchase bonds tendered or called for redemption if such bonds are 
not sold to other purchasers by the remarketing agents.

(B)  CFC has unconditionally guaranteed the repayment of debt raised by 
National Cooperative Services Corporation ("NCSC") for leveraged lease 
transactions.

(C)  CFC has unconditionally guaranteed to lessors certain indemnity payments 
which may be required to be made by the lessees in connection with tax benefit 
transfers.  The amounts of such guarantees reach a maximum and then decrease 
over the life of the lease.

(D)  At February 29, 1996 and May 31, 1995, CFC had unconditionally guaranteed 
commercial paper, along with the related interest rate exchange agreement, 
issued by NCSC of $34.5 million and $34.9 million, respectively.

10.  Interest Rate Exchange Agreements

     The following table lists the notional principal amounts of CFC's interest
     rate exchange agreements at February 29, 1996 and May 31, 1995:
<TABLE>
<CAPTION>

     (Dollar Amounts in Thousands)

	Maturity                      Notional Principal Amount
	  Date                    February 29, 1996   May 31, 1995
  <S>                              <C>              <C>
  August 1996 (1)                  $ 30,000         $ 30,000
  September 1996 (2)                150,000          150,000
  February 1997 (1)                  35,000           35,000
  February 1997 (1)                  40,000           40,000
  February 1997 (1)                  25,000           25,000
  February 1998 (2)                  50,000           50,000
  October 2004 (1)                   45,600                0
       Total                       $375,600         $330,000
</TABLE>

<PAGE> 16

(1) Under these agreements, CFC pays a fixed rate of interest and receives 
interest based on a variable rate.
(2) Under these agreements, CFC pays a variable rate of interest and receives 
a variable rate of interest.

CFC's objective in using interest rate exchange agreements in which it pays a 
fixed rate of interest and receives a variable rate of interest is to fix the 
interest rate on a portion of its commercial paper.  CFC then uses commercial 
paper, in an amount equal to the notional principal value of the interest rate
exchange agreements, to fund a portion of its long-term fixed rate loan 
portfolio.  The net difference between the rate paid by CFC and the rate 
received is included in the cost of funds.

CFC's objective in using interest rate exchange agreements in which it pays 
and receives a variable rate of interest is to change the variable rate on a 
notional amount of debt from a LIBOR rate index to a commercial paper rate 
index.  The variable rate Collateral Trust Bonds and Medium-Term Notes are 
issued based on a LIBOR rate index, while CFC sets its variable rate loan 
interest rates based on a commercial paper rate.   The net difference between
the rate paid by CFC and the rate received is included in the cost of funds.

CFC is exposed on these interest rate swap agreements to interest rate risk 
if the counterparty to the interest rate swap agreement does not perform to 
the agreement's terms.  CFC does have a policy intended to limit counterparty 
credit risk by maintaining long-term swap agreements only with financial 
institutions with at least a AA long-term credit rating, and short-term swap 
agreements only with financial institutions with at least an A long-term 
credit rating.

11.  Contingencies

(A)  At February 29, 1996 and May 31, 1995, nonperforming loans in the amount 
of $25.9 million and $27.6 million, respectively, were on a nonaccrual basis 
with respect to interest income.  At February 29, 1996 and May 31, 1995, the 
total amount of restructured debt was $215.1 million and $185.0 million, 
respectively.  CFC elected to apply all principal and interest payments 
received against principal outstanding on restructured debt of $161.4 million 
and $131.1 million, respectively. At February 29, 1996 and May 31, 1995, CFC 
had committed to lend $0.0 million to non-performing borrowers and $0.0 million
and $20.0 million respectively to restructured borrowers, all on a senior 
secured lien basis.

(B) Of the $241.0 million and $212.6 million of loans described in footnote 
11(A) at February 29, 1996 and May 31, 1995, respectively, CFC has classified 
$187.3 million and $158.8 million as impaired with respect to the provisions 
of FASB 

<PAGE> 17

Statements No. 114 and 118.  At those dates CFC had allocated $87.9 million 
and $40.1 million of the loan and guarantee loss allowance to such impaired 
loans.  At February 29, 1996 and May 31, 1995, 100% and 97% respectively, of 
the loans classified as impaired were collateral dependent.  Loans are 
collateral dependent when there are no reliable future payment schedules 
and the amount expected to be collected is directly related to the value of 
the assets and future revenues that represent the underlying security for the 
loan.  The amount of loan and guarantee loss allowance allocated to such loans
was based on a comparison of the recorded investment in the loan to the 
estimated value of the collateral.  CFC does not recognize interest income 
on any of the loans classified as impaired.  Instead, all payments received 
are applied as a reduction of principal.  The average recorded investment in 
impaired loans for the nine months ended February 29, 1996 was $173.1 million. 
Effective April 1, 1996 CFC has classified an additional $49.4 million of 
loans as impaired, bringing the total impaired loans to $236.7 million.  As 
of April 1, 1996 CFC has allocated $117.9 million of the loan and guarantee 
loss allowance to such impaired loans.

(C) On May 23, 1985, Wabash Valley Power Association, Inc. ("WVPA") filed a 
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy 
Code in connection with the canceled Marble Hill plant construction.

On August 7, 1991, the Bankruptcy Court confirmed WVPA's reorganization plan 
pending approval of rates as contemplated in the plan.  

On June 22, 1994, the U.S. District Court affirmed (over RUS's objection) the 
Wabash plan in reorganization.  RUS appealed to the U.S. Court of Appeals. 
On December 28, 1995, the U.S. Court of Appeals reaffirmed the Wabash plan 
of reorganization. RUS requested that the U.S. Court of Appeals rehear the 
case. The judges of the Court of Appeals have denied the RUS request.  RUS 
has notified the U.S. Supreme Court that it is considering filing an appeal.


Under the Wabash plan, CFC would realize an estimated total loss of 
approximately $12 million ($8.6 million of which has been written off to 
date), after the offset of subordinated capital term certificates (without 
taking into account interest since the petition date).  CFC and RUS have 
agreed to distribute all settlement proceeds from Wabash in compliance with 
provisions under the shared mortgage.  Upon resolution of the bankruptcy 
there will be a final accounting of the cash flow subsequent to the petition 
date.  At this time it is anticipated that this final accounting will result 
in CFC making a net payment to RUS to true-up the cash distribution between 
RUS and CFC.


<PAGE> 18

In May 1993, CFC advanced $24.4 million in variable interest rate secured 
loans to WVPA, which was used to effect an early redemption of the tax-exempt
bonds guaranteed by CFC.  As WVPA is operating in Bankruptcy, CFC has 
classified these loans as nonperforming, and therefore, does not accrue 
interest income on these loans.  As of February 29, 1996, CFC had $19.3 
million in loans outstanding to Wabash.

Based on WVPA's preliminary reorganization plan, management believes that 
CFC has adequately reserved for any potential loss.

(D)  Deseret Generation & Transmission Co-operative ("Deseret") and its major 
creditors entered into an Agreement Restructuring Obligations ("ARO") document 
that restructured Deseret's debt obligations to RUS, CFC and certain other 
creditors.  The ARO had an effective date of January 1, 1989.  The agreement 
provided for the reduction of Deseret's debt service and rental requirements 
until January 1996, when large sales of power were intended to commence.

Deseret failed to make the payments required under the ARO during 1995.  
Deseret's creditors agreed to extend the provisions of the ARO first until 
January 31, 1996, and then again until February 29, 1996.  These extensions 
were intended to allow the creditors to develop final terms for a negotiated 
long-term restructuring of the ARO.  Under the proposed restructuring, CFC 
and the members of Deseret would purchase the RUS claims against Deseret for 
$250 million.  CFC would fund the Deseret members' portion of the purchase 
through long-term secured loans to the members.  The creditors were unable to 
agree on the terms of a negotiated settlement and thus the ARO has been 
terminated as of the end of February 1996.  CFC filed a foreclosure action 
against the owner of the Bonanza Plant in State court in Utah on March 21, 
1996.  In this action, CFC has not terminated the lease and sought removal 
of Deseret as the plant operator.  The other parties to the lease have 30 days 
to respond to CFC's foreclosure action.  On February 29, 1996, Deseret, RUS 
and CFC entered into agreements which have since been modifed but continue 
through June 1996, regarding certain obligations and payments to be performed 
or made by Deseret in exchange for forbearance by RUS for exercising certain 
remedies.  CFC continues to discuss the possibility of a workout, including 
a buyout of RUS claims, with Deseret creditors other than the owners of the 
Bonanza Plant.

From January 1, 1989, through February 29, 1996, CFC has funded $143.7 
million in cashflow shortfalls related to Deseret's debt service and rental 
obligations.  As of February 29, 1996, CFC had approximately $465.9 million 
in current credit exposure to Deseret.  This exposure consists of $161.4 
million in secured loans and $304.5 million of guarantees by CFC of various 
direct and indirect obligations of Deseret.  The guarantees include $6.0 
million in tax-benefit indemnifications, $26.5 million

<PAGE> 19

related to mine equipment leases and $271.9 million related to the leveraged 
lease financing of the Bonanza generating station. CFC does not recognize 
interest income on its loans to Deseret and does not anticipate the recognition
of interest income on such loans until Deseret's power sales are sufficient to 
service all debt obligations.

CFC believes that given the underlying collateral value and its secured position
against the mortgage of the Bonanza plant, it is adequately reserved for any 
potential loss on its loans and guarantees to Deseret.

As part of the long-term proposed purchase of the RUS claims by CFC and the 
Deseret members, CFC would fund the members portion of the $250 million 
purchase, $55 million, through long-term secured loans to the Deseret members.
In addition, RUS would require the Deseret members to prepay their RUS loans, 
totaling approximately $50 million.  CFC would fund the members prepayment of 
the RUS loans through long-term secured loans to the members.  This total of 
$105 million lent to the Deseret members would be secured against the assets 
and future revenues of the members and not by the assets of Deseret.

(E) As a consequence of high costs associated with the Clinton Nuclear 
Station, Soyland Power Cooperative ("Soyland") charged costs for wholesale 
power     which resulted in its member's retail rates being uncompetitive.  
This situation resulted in revenues which were inadequate to service its debt.
Soyland, RUS and CFC entered into a debt restructuring agreement, dated as of 
December 15, 1993, which restructured Soyland's indebtedness to RUS.  As part 
of this agreement, CFC agreed to extend additional credit to Soyland in the 
form of a $30 million revolving credit facility and a $30 million loan for 
capital additions.  The revolving credit loan and the capital additions loan 
have priority in payment over the existing RUS loans and the prior CFC loan. 

At February 29, 1996, CFC had $49.4 million in outstanding long-term loans to 
Soyland which were secured equally and ratably with the RUS on all assets and 
future revenues of Soyland.  In addition, CFC had $13.0 million outstanding 
to Soyland under the super-secured revolving credit agreement and $14.9 million
outstanding on the super-secured capital additions loan, both of which are 
mentioned above.  CFC also had $274.0 million in loans to Soyland which are 
guaranteed by the U.S. Government.

Soyland has sent out approximately 200 Requests for Proposals (RFP's) and 
taken out an ad in the Wall Street Journal offering to sell its assets.  The 
deadline for receipt of RFP's was March 18, 1996.  The RFP was not reviewed 
with RUS and CFC prior to distribution.  Soyland has received 18 responses to 
the RFP.  RUS and CFC have not been able to review any of the responses.  
<PAGE> 20

Cash flow from any source regarding Soyland will first be applied against the 
CFC super-secured loans, with any remaining proceeds split pro-rata between 
CFC and RUS based on total debt outstanding to Soyland.  As of April 1, 1996, 
the $49.4 million loan to Soyland was placed on nonaccrual status with respect
to interest income.

CFC believes that, given the underlying collateral value of its secured loans 
to Soyland, it has adequately reserved for any potential loss on its loans.

12. Loans Guaranteed by RUS

At February 29, 1996, CFC held $416.6 million in Trust Certificates related 
to the refinancings of Federal Financing Bank loans.  These Trust Certificates 
are supported by payments from certain CFC Power Supply members whose payments 
are guaranteed by RUS. 

<PAGE> 21

Part I. Item 2.

 Management's Discussion and Analysis of Financial
Condition and Results of Operations
(all dollar amounts in millions)


Changes in Financial Condition

During the nine months ended February 29, 1996, CFC's total assets increased 
by $821.9 or 11.6% to $7,902.7 from $7,080.8 at May 31, 1995, primarily due 
to an increase of $743.9 in net loans outstanding.  Changes to the loan port-
folio included increases of $803.8 in long-term loans and $30.1 in restructured
loans, offset by decreases of $72.7 in short-term loans. Long-term loan 
activity consisted primarily of $1,104.0 in advances and $278.8 in principal 
repayments.  Included in Long-term loan advances was $724.5 advanced to 49 
members for the prepayment of their RUS loans.

Net loans to members represented 95% of total assets at February 29, 1996 and 
May 31, 1995.  Long-term loans represented 87% and 85% of gross loans at 
February 29, 1996 and May 31, 1995.  Fixed rate loans represented 37% of 
gross loans at February 29, 1996 and 32% at May 31, while the remaining loans 
carry a variable rate that may be adjusted monthly or semi-monthly.  At 
February 29, 1996, $547.8 or 7.1% of gross loans were unsecured, compared to 
$627.2 million or 9.0% at May 31, 1995.  All other loans were secured pro-rata 
with other lenders (primarily RUS), by all assets and future revenues of the 
borrower.

At February 29, 1996 CFC had provided $2,396.0 in guarantees, a decrease of 
$178.9 from the $2,574.9 at May 31, 1995.  These guarantees relate primarily 
to tax-exempt financed pollution control equipment and to leveraged lease 
transactions for plant and equipment.  All guarantees are secured on a pro-rata
basis with other creditors on all assets and future revenues of the borrower 
or by the underlying financed assets.  

Also at February 29, 1996 CFC had unadvanced loan commitments of $5,471.6, an 
increase of $433.8 from the $5,037.8 committed at May 31, 1995. Most unadvanced
loan commitments contain a material adverse change clause that would relieve 
CFC from its obligation to lend if the borrower's financial condition had 
changed materially from the time the loan was approved.  Many of these commit-
ments are provided for operational back-up liquidity. CFC does not anticipate
funding the majority of the commitments outstanding during the next twelve to
eighteen months.

<PAGE> 22

During the nine months ended February 29, 1996, CFC's total liabilities and 
members' equity increased by $821.9 or 11.6% to $7,902.7 from $7,080.8 at May
31, 1995. The increase was primarily due to increases of $306.9 in notes 
payable and $511.9 in long-term debt.

The notes payable increase is due to increases of $357.5 in Dealer Commercial
Paper, $74.4 in Member Commercial Paper and the reclassification of $150.0 in
Collateral Trust Bonds maturing September 15, 1996, offset by an increase of
$300.0 in the amount of short-term debt supported by the five year revolving 
credit agreement and reclassified as long-term debt.  The member commercial 
paper balance outstanding at February 29, 1996 represents a 6.7% increase over 
the May 31, 1995 balance.  The increase in long-term debt is due to increases
of $62.2 in Medium-Term Notes outstanding, $99.8 in Collateral Trust Bonds 
outstanding and $300.0 in the amount of short-term debt reclassified as long-
term debt.  CFC has issued $300.0 in Collateral Trust Bonds so far this year 
and has averaged about $11.3 in Medium-Term Note sales to members each month.  
The increase in Collateral Trust Bonds outstanding represents the new issues 
less the reclassification of the bonds maturing on September 15, 1996, to notes
payable.  The increases to notes payable and long-term debt were required to 
fund the increase in loans outstanding.  Subsequent to the end of the quarter 
on April 4, 1996, CFC issued $100.0 in Collateral Trust Bonds, due 2001 at a 
rate of 6.45%.

The allowance for loan and guarantee losses increased by $7.6 to $213.2 at 
February 29, 1996 from $205.6 at May 31, 1995.  At February 29, 1996 the loan 
and guarantee loss allowance represented 2.77% of gross loans, 2.11% of gross 
loans and guarantees, 88.46% of nonperforming and restructured loans, and 
823.2% of nonperforming loans compared to 2.96%, 2.16%, 96.71% and 743.8% at 
May 31, 1995, respectively.  The allowance is periodically reviewed by manage-
ment for adequacy.  In performing this assessment, management considers various
factors including an analysis of the financial strength of CFC's borrowers, 
delinquencies, loan charge-off history, underlying collateral and economic and 
industry conditions.  As of February 29, 1996, management believes that the 
allowance for loan and guarantee losses is adequate to cover any portfolio 
losses which have occurred or may occur.

As of February 29, 1996, CFC had advanced $775.3 to 55 members for the pre-
payment of RUS loans.  CFC estimates that this amount represented 88% of the 
total RUS prepayments.  Other lenders have lent 7% of the total and the re-
maining 5% was prepaid out of the members' general funds.  As of February 29,
1996 CFC had approved loan applications for an additional $136.2 from 18 
members for the purpose of prepaying their RUS notes.  In 

<PAGE> 23

addition, there were $78.9 in loan prepayment applications pending at RUS.  
RTFC had loan applications for $83.5 from 12 applicants for telephone exchange
acquisitions.

CFC has implemented FASB Statements No. 114, "Accounting by Creditors for 
Impairment of a Loan" and No. 118, "Accounting by Creditors for Impairment 
of a Loan-Income Recognition and Disclosure."  As of February 29, 1996, CFC 
has classified $187.3 of loans outstanding as impaired with respect to the 
provisions of these statements.  At February 29, 1996, CFC has specifically 
allocated $87.9 of the loan and guarantee loss allowance to such impaired 
loans.  CFC has not recognized any interest income on its impaired loans 
during the nine months ended February 29, 1996.  Instead, CFC has applied all 
payments received as a reduction to principal outstanding.

At February 29, 1996, CFC has loans outstanding in the amount of $25.9 
classified as nonperforming and $215.1 classified as restructured.  All 
nonperforming loans and $161.4 of restructured loans were on a nonaccrual 
basis with respect to interest income.

As of February 29, 1996, CFC had $465.9 in current credit exposure to
Deseret, consisting of $161.4 in secured loans and $304.5 for guarantees
of various direct and indirect obligations of Deseret.  On February 29,
1996, Deseret, RUS and CFC entered into agreements which have since been
modified but continue through June 1996, regarding certain obligations
and payments to be performed or made by Deseret in exchange for fore-
bearance by RUS for exercising certain remedies.  On March 21, 1996, CFC
filed a foreclosure action against the owner of the Bonanza Plant in the
Utah State Court.  In this action, CFC has not terminated the lease and
sought removal of Deseret as the plant operator.

On December 28, 1995, the U.S. Court of Appeals reaffirmed the lower courts 
approval of the Wabash plan of reorganization.  RUS requested that the 
U.S. Court of Appeals rehear the case.  The RUS request was denied by the
judges of the Court of Appeals.  RUS has notified the U.S. Supreme Court
that it is considering filing an appeal.  As of February 29, 1996, CFC had
$19.3 in loans outstanding to Wabash.  Upon resolution of the bankruptcy,
CFC and RUS have agreed to split all proceeds from Wabash in compliance
with the provisions of the shared mortgage.  At this time, it is
anticipated that this final accounting will result in CFC making a net
payment to RUS to true up the cash distribution between CFC and RUS.

As of February 29, 1996, CFC had $49.4 in long-term secured loans, $13.0 
outstanding under the super-secured revolving credit agreement and $14.9 
outstanding on the super-secured capital additions loan to Soyland.  The 
amounts outstanding under the super-secured revolving credit agreement and 
the super-secured capital additions loan would be repaid first from the 
proceeds of asset sales or liquidation.  Soyland has received 18 responses
to the approximately 200 RFPs it distributed offering to sell its assets.
RUS and CFC have not been able to review any of the responses.  As of 
April 1, the $49.4 loan to Soyland was placed on nonaccrual status with
respect to interest income.

<PAGE> 24

CFC believes that, given the value of the collateral underlying the loans to 
Deseret, Wabash and Soyland, it is adequately reserved for any potential 
losses.

Changes in the Results of Operations

CFC's net margins are subject to change as interest rates change. Therefore, 
CFC uses an interest coverage ratio, instead of the dollar amount of gross or
net margins, as a primary performance indicator.  During the nine months 
ended February 29, 1996, CFC achieved a Times Interest Earned Ratio (TIER) 
of 1.12.  This was a decrease from the 1.17 TIER for the quarter ended 
February 28, 1995.  The decrease in TIER was primarily due to a reduction 
in the amount of conversion fees recognized, $7.2 for the nine months ended 
February 28, 1996; compared to $13.6 for the nine months ended February 29, 
1995.  TIER for the two periods without conversion fees would have been 1.10 
and 1.12, respectively.  During the early 1990's, a large volume of CFC's fixed
rate loan portfolio converted to a variable rate, which required the payment of
a fee.  These conversion fees were collected, deferred and amortized into 
income through the loan's next scheduled repricing date.  The majority of 
the conversion fees were recognized during fiscal years 1993, 1994 and 1995.  
The remaining deferred conversion fees will be amortized into income during 
fiscal years 1996 and 1997, approximately $19.2 per year.  Future conversions 
from the fixed rate to the variable rate, of the magnitude experienced in the 
early 1990's, are not anticipated for fiscal years 1996 and 1997.  Management
has established a 1.10 TIER as its minimum operating level.

Operating income for the nine months ended February 29, 1996, was $373.2, an 
increase of $54.5 from the prior year period.  The increase in operating 
income was due to both a positive volume variance of $45.8 and a positive rate
variance of $8.7.  Average loans outstanding increased by $888.2 and the 
average yield increased by 19 basis points from the prior year period.  For 
the nine months ended February 29, 1996, average loans outstanding were 
$7,338.3 and the average yield was 6.77%, compared to average loans out-
standing of $6,450.1 and an average yield of 6.61% for the nine months ended 
February 28, 1995.  CFC sets the interest rates on its loans to cover the cost
of funds, general and administrative expenses, a provision for loan and 
guarantee losses and a reasonable TIER.  As a result, the yield earned on 
the loan portfolio will move in conjunction with the rates in the capital 
markets.

CFC's cost of funds for the nine months ended February 29, 1996, totaled 
$317.7, an increase of $58.2 from the prior year.  The increase was due to 
a negative volume variance of $37.7 and a negative rate variance of $20.5.  
The average interest rate on funds used by CFC at February 29, 1996, was 
5.77%, an increase of 41 basis points compared to the average rate of 5.36% 
at February 28, 1995.  Included in the cost of funds is interest

<PAGE> 25

expense on CFC's Subordinated Certificates and other instruments offset by 
income from the overnight investments of excess cash and the interest earnings
on debt service investments.

For the nine months ended February 29, 1996 and February 28, 1995, general and 
administrative expenses totaled $13.3 and $12.1, respectively. General and 
administrative expenses represented 24 basis points of average loan volume for
the nine months ended February 29, 1996, which is a decrease of 1 basis point 
from 25 basis points for the prior year period.

The provision for loan and guarantee losses for the nine months ended February 
29, 1996, totaled $7.6 or 14 basis points, compared to the prior year total of 
$5.6 or 12 basis points.  CFC has maintained the provision for loan and 
guarantee losses in line with management's assessment of the size and quality 
of the loan portfolio.  During the nine months ended February 29, 1996, CFC 
made planned additional provisions to the loan and guarantee loss allowance 
totaling $1.9.

Overall, CFC's net margins for the nine months ended February 29, 1996, totaled
$37.7, a decrease of $6.3 from the prior year period total of $44.0.


Liquidity and Capital Resources

CFC is subject to liquidity risk to the extent cash repayments on its assets or
other sources of funds are insufficient to cover the cash requirements on 
maturing liabilities.  For the most part, CFC funds its long-term loans with 
much shorter term maturity debt instruments, however, CFC's long-term loans 
typically are repriced monthly or on a multiple number of years basis, and as 
such, CFC will match the loan repricing periods with similarly repriced sources
of funding, thus minimizing interest rate risk. 

With regard to liquidity risk, CFC manages its liquidity risk by ensuring that 
other sources of funding are available to make debt maturity payments.  CFC 
accomplishes this in five ways.  First, CFC maintains revolving credit 
agreements which (subject to certain conditions) allows CFC to borrow funds 
on terms of up to five years.  Second, CFC has maintained investment grade 
ratings, facilitating access to the capital markets.  Third, CFC maintains 
SEC shelf registrations for both its Collateral Trust Bonds, Medium-Term Notes
and other debt securities, which (absent market disruptions and assuming CFC 
maintains investment grade ratings) could be issued at fixed or variable rates
in sufficient amounts to fund the next 18 to 24 months funding requirements.
Fourth, CFC maintains SEC registrations for the Grantor Trust Certificates 
which permits public issuance.  Fifth, CFC obtains much of its funding directly
from its members

<PAGE> 26

and believes this funding is more stable than funding obtained from outside 
sources.

At February 29, 1996, CFC had $4,550.0 in available credit, $2,730.0 of which 
is available through February 27, 2001 and $1,820.0 is available through 
February 26, 1997.  As of February 29, 1996 CFC was in compliance with all 
covenants and conditions to borrowing.

As of February 29, 1996, CFC had shelf registrations for Collateral Trust 
Bonds and Medium-Term Notes of $350.0 and $205.9, respectively.  As of 
February 29, 1996, CFC had SEC shelf registrations for Grantor Trust 
Certificates of $139.4.  During the first nine months of fiscal year 1996, 
CFC also developed and registered $250 of a new debt security, Quarterly 
Income Capital Securities.  CFC plans on selling these securities in the 
retail markets with maturities of 30 to 50 years.  The interest due on these 
securities will be deferrable by CFC for up to five years.  As of February 29,
1996, CFC had not issued any of these new securities.

Member invested funds, including the loan and guarantee loss allowance, at 
February 29, 1996 and May 31, 1995, were $3,151.2 and $3,126.7 or 40.0% and 
43.4% of CFC's total capitalization, respectively (long- and short-term debt 
outstanding, members' certificates and equity and the loan and guarantee loss
allowance).

CFC's leverage ratio was 5.56 at February 29, 1996, a slight increase over the
5.13 reported at May 31, 1995.  The increase was primarily due to additional 
debt required to fund new loans and a decrease in the members' equity due to 
the retirement of patronage capital on August 31, 1995.

The following chart schedules the maturities of CFC's fixed rate loans and 
fixed rate funding.  The chart is a useful tool to identify gaps in the 
matching of fixed rate loans with fixed rate funds.

<PAGE> 27
<TABLE>
<CAPTION>

		    Interest-Rate Gap Analysis
		    (Fixed Assets/Liabilities)
		     As of  February 29, 1996

(Dollar Amounts In Millions)                                               
				 FY 96    FY 97-98   FY 99-00    FY 01-05    FY 06-15    FY 16+    Total
<S>                             <C>       <C>        <C>         <C>        <C>        <C>         <C>        
Assets:
  Loan Amortization
    and repricing               $  19.9    $ 440.8    $ 566.2     $ 981.7    $ 668.6    $ 160.3    $2,837.5

Total Assets                    $  19.9    $ 440.8    $ 566.2     $ 981.7    $ 668.6    $ 160.3    $2,837.5

Liabilities and Equity:
  Long-Term Debt                $ 128.2    $ 559.3    $ 111.7     $ 267.1    $  82.2    $ 200.0    $1,348.5
  Subordinated Certificates         4.9       16.2        9.4       443.4      416.1       85.6       975.6
  Equity                              -          -          -       187.9       45.0          -       232.9

Total Liabilities and Equity    $ 133.1    $ 575.5     $ 121.1    $ 898.4    $ 543.3    $ 285.6    $2,557.0

Gap *                           $(113.2)   $(134.7)    $ 445.1    $  83.3    $ 125.3    $(125.3)   $  280.5 

Cumulative Gap                  $(113.2)   $(247.9)    $ 197.2    $ 280.5    $ 405.8    $ 280.5
Cumulative Gap as a %
     of  Total Assets              1.43%      3.14%       2.5%       3.55%      5.13%      3.55%
</TABLE>
 *  Loan amortization/repricing over/(under) debt maturities


 CFC is subject to interest rate risk to the extent CFC's loans are subject
 to interest rate adjustment at different times than the liabilities which
 fund those assets.  Therefore, CFC's interest rate risk management policy
 involves the close matching of asset and liability repricing terms within
 a range of 5% of gross assets (total assets plus the  loan and  guarantee
 loss allowance which is netted against gross loans on the balance sheet).
 CFC measures the matching of funds to assets by comparing the amoust of
 fixed rate assets repricing or amortizing to the total fixed rate debt
 maturing over the periods listed in the above table.  At February 29,
 1996, CFC had $19.9 in fixed rate assets amortizing or repricing and
 $133.1 in fixed rate liabilities maturing during the remainder of fiscal
 year 1996.  The difference, $113.2, represents the amount of CFC's assets
 that are not considered match-funded as to interest rate.  CFC's
 difference of $113.1 at February 29, 1996 represents 1.43% of total assets.

Variable rate loans are repriced monthly and are funded with variable rate
liabilities that are also priced monthly and as such are considered to be
match-funded with respect to interest rate repricings.













Part II 



Item 1, Legal Proceedings.
   None.

Item 2, Changes in Securities.
   None.

Item 3, Defaults upon Senior Securities.
   None.

Item 4, Submission of Matters to a Vote of Security Holders.
   None.

Item 5, Other Information.
   None.       

Item 6,

  A.  Exhibits

      27  - Financial Data Schedules

  B.  Reports on Form 8-K.

      None.




















	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 thereunto duly authorized.


						
		NATIONAL RURAL UTILITIES
		COOPERATIVE FINANCE CORPORATION


		 



			    /s/  Steven L. Lilly   
			   Chief Financial Officer 


April 12, 1996


			 /s/  Angelo M. Salera 
         Controller (Principal Accounting Officer)


April 12, 1996






			    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 thereunto duly authorized.


						
	NATIONAL RURAL UTILITIES
	COOPERATIVE FINANCE CORPORATION

   



								     
		Steven L. Lilly, Chief Financial Officer             




April    , 1996



											   Angelo M. Salera, Controller (Principal
					 Accounting Officer)


April    , 1996




 

329


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the February
29, 1996 10-Q and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-31-1996
<PERIOD-END>                               FEB-29-1996
<CASH>                                          59,373
<SECURITIES>                                    68,000
<RECEIVABLES>                                   86,978
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               254,411
<PP&E>                                          41,723
<DEPRECIATION>                                   7,978
<TOTAL-ASSETS>                               7,902,670
<CURRENT-LIABILITIES>                        2,199,471
<BONDS>                                      4,197,560
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,505,639
<TOTAL-LIABILITY-AND-EQUITY>                 7,902,670
<SALES>                                        373,197
<TOTAL-REVENUES>                               376,255
<CGS>                                          317,698
<TOTAL-COSTS>                                  317,698
<OTHER-EXPENSES>                                13,341
<LOSS-PROVISION>                                 7,555
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 37,660
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             37,660
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    37,660
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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