NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/
10-Q, 1996-10-15
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 August 31, 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)
	

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



	Woodland Park, 2201 Cooperative Way, Herndon, VA 20171-3025
	     (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 22

<PAGE> 2

	 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	
			COMBINED BALANCE SHEETS

		    (Dollar Amounts In Thousands)


			       A S S E T S


					 (Unaudited)
				       August 31, 1996     May 31, 1996  

Cash                                    $      5,024       $    31,368

Certificates of Deposit                       18,000            25,000

Debt Service Investments                      82,197            40,907

Loans To Members, net                      7,951,945         7,728,271

Receivables                                   89,442            84,600

Fixed Assets, net                             33,311            33,576

Debt Service Reserve Funds                   102,512           102,512

Other Assets                                   8,004             7,855

	Total Assets                     $ 8,290,435       $ 8,054,089



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












<PAGE> 3



	  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)
					 August 31, 1996       May 31, 1996

Notes Payable, due within one year        $  2,708,684         $  2,471,552

Accounts Payable                                16,683               16,591

Accrued Interest Payable                        51,076               40,819

Long-Term Debt                               4,049,122            4,033,881

Other Liabilities                               15,063               13,921

Commitments, Guarantees and Contingencies

Members' Subordinated Certificates:
   Membership subscription certificates        638,440              638,440
   Loan & guarantee certificates               578,107              569,244

   Total Members' Subordinated Certificates  1,216,547            1,207,684

Members' Equity                                233,260              269,641

    Total Members' Subordinated 
       Certificates & Members' Equity        1,449,807            1,477,325

Total Liabilities and Members' Equity     $  8,290,435         $  8,054,089




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

<PAGE> 4

								 (UNAUDITED)

	  NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

	   COMBINED STATEMENTS OF INCOME, EXPENSES AND NET MARGINS

			(Dollar Amounts in Thousands)


		For the Quarters Ended August 31, 1996 and 1995



							 Quarters Ended   
							    August 31,    
						      1996             1995

Operating Income-Interest on loans to members       $134,267        $122,048
Less-cost of funds allocated                         110,927         103,169

	Gross operating margin                        23,340          18,879

Expenses:
  General, administrative and loan processing          4,420           3,695
  Provision for loan and guarantee losses              6,815           3,615

	Total expenses                                11,235           7,310

	Operating margin                              12,105          11,569

Nonoperating Income                                      661             819

Net Margins                                         $ 12,766        $ 12,388




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

<PAGE> 5


								(UNAUDITED)

	     NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

			 (Dollar Amounts in Thousands)

		For the Quarters Ended August 31, 1996 and 1995
											    Patronage Capital
<TABLE>                                                                                          Allocated           
<CAPTION>                                                     Educa-     Unal-       General
						  Member-     tional    located      Reserve
				       Total       ships       Fund     Margins        Fund       Other
<C>                                 <C>         <C>        <C>        <C>         <C>           <C>             
Quarter Ended August 31, 1996
    Balance at May 31, 1996          $269,641   $  1,424   $    476    $  2,289   $    501      $264,951
    Retirement of patronage capital   (50,973)         -          -           -       (135)      (50,838)
    Net Margins                        12,766          -          -      12,766          -             -
    Other                               1,826          9         58           -          -         1,759 
Balance at August 31, 1996           $233,260   $  1,433   $    534    $ 15,055   $    366      $215,872



Quarter Ended August 31, 1995
    Balance at May 31, 1995          $270,221   $  1,383   $    375    $  2,289   $    498      $265,676
    Retirement of patronage capital   (45,911)         -          -           -       (152)      (45,759)
    Net Margins                        12,388          -          -      12,388          -             -
    Other                               1,229         14         54           -          -         1,161
Balance at August 31, 1995           $237,927   $  1,397   $    429    $ 14,677   $    346      $221,078

</TABLE>

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

<PAGE> 6

								   (UNAUDITED)

	    NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		       COMBINED STATEMENTS OF CASH FLOWS

			 (Dollar Amounts In Thousands)

		For the Quarters Ended August 31, 1996 and 1995

							 1996         1995 
Cash Flows From Operating Activities:
Accrual basis net margins                             $ 12,766     $  12,388
Add (deduct):
  Provision for loan and guarantee losses                6,815         3,615
  Depreciation                                             282           308
  Amortization of deferred income                       (2,645)       (2,406)
  Amortization of bond issuance costs                      365           318
Add (deduct) changes in accrual accounts:
 Receivables                                            (5,744)        3,915
 Accounts payable                                           91        38,278
 Accrued interest payable                               10,257         6,167
 Other                                                    (197)        3,974 

   Net cash flows provided by operating activities      21,990        66,557

Cash Flows From Investing Activities:
 Advances made on loans                               (782,594)   (1,131,664)
 Principal collected on loans                          552,105       742,831
 Investments in fixed assets                               (17)         (341)

    Net cash flows used in investing activities       (230,506)     (389,174)

Cash Flows From Financing Activities:
  Notes payable, Net                                   237,132       330,985
  Certificates of Deposit, Net                           7,000        (2,000)
  Debt service Investments, Net                        (41,290)       (6,188)
  Proceeds from issuance of Long-Term Debt              90,662        81,079
  Payments for retirement of Long-Term Debt            (75,475)      (48,360)
  Proceeds from issuance of Members' 
      Subordinated Certificates                          9,879         6,074
  Payments for retirement of Members' 
      Subordinated Certificates                           (387)         (216)
  Payments for retirement of patronage capital         (45,349)      (43,750)

   Net cash flows provided by financing activities     182,172       317,624

Net Cash Flows                                         (26,344)       (4,993)
Beginning Cash and Cash Equivalents                     31,368        26,310

Ending Cash and Cash Equivalents                    $    5,024   $    21,317

Supplemental Disclosure of Cash Flow Information:
Cash paid during quarters for Interest Expense      $  101,705   $    97,756

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


<PAGE> 7

	 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 1,051 members as of August 31, 1996, included 903 rural electric utility
system members ("Utility Members"), virtually all of which are consumer-owned
cooperatives, 74 service members and 74 associate members.  The Utility 
Members included 839 distribution systems and 64 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 
August 31, 1996, RTFC had 433 members. RTFC is a taxable entity under Sub-
chapter T of the Internal Revenue Code and accordingly takes tax deductions
for allocations of net margins to its patrons.

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 state-
ments 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 August 31, 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 August 31, 1996 and May 31, 1996, and the combined results
of operations, cash flows and changes in members' equity for the quarters 
ended August 31, 1996 and 1995.

The Notes to Combined Financial Statements for the years ended May 31, 1996 
and 1995 should be read in conjunction with the accompanying financial state-
ments. (See CFC's Form 10-K for the year ended May 31, 1996, filed on 
August 27, 1996).

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.  

<PAGE> 8

CFC has implemented these statements.  The implementation of these statements
did not have a material impact on CFC's financial statements.

CFC has implemented FASB Statement No. 115, "Accounting for Certain Invest-
ments in Debt and Equity Securities."  The CFC investments covered by this 
statement, at August 31, 1996, include the certificates of deposit and the 
debt service investments.  These items have been recorded at amortized cost, 
due to the Company's intent and ability to hold all investments to maturity.
The implementation of this statement did not have a material impact on CFC's
financial statements.

In October 1994, the FASB released Statement No. 119, "Disclosure about 
Derivative Financial Instruments and Fair Value of Financial Instruments."  
This statement requires disclosure about the amounts, nature and terms of 
derivative financial instruments.  The statement must be implemented for 
fiscal years ending after December 15, 1994.  CFC uses interest rate exchange
agreements to help manage its interest rate risk and is neither a dealer nor 
a trader in derivative financial instruments.  The implementation of this 
statement did not have a material impact on these financial statements.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions 
that affect the assets, liabilities, revenues and expenses reported in the 
financial statements, as well as amounts included in the notes thereto, 
including discussion and disclosure of contingent liabilities.  While the 
Company uses its best estimates and judgments based on the known facts at 
the date of the financial statements, actual results could differ from these
estimates as future events occur.

CFC does not believe it is vulnerable to the risk of a near term severe impact
as a result of any concentrations of its activities.

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 August 31, 1996, CFC had committed to lend RTFC up
to $2,600.0 million to fund loans to its members and their affiliates.

RTFC had outstanding loans and unadvanced loan commitments totaling $1,570.1
million and $1,465.5 million as of August 31, 1996 and May 31, 1996, 
respectively.  RTFC's net margins are allocated to RTFC's borrowers.  
Summary financial information relating to RTFC is presented below:


						  At August 31,     At May 31,
(Dollar Amounts In Thousands)                         1996             1996 

 Outstanding loans to members and 
    their affiliates                              $1,045,104      $   975,269
 Total assets                                      1,149,213        1,079,920
 Notes payable to CFC                              1,031,188          966,690
 Total liabilities                                 1,045,889          981,790
 Members' Equity and Subordinated Certificates       103,324           98,130

					 For the Three Months Ended August 31,
(Dollar Amounts In Thousands)                        1996              1995
 Operating income                                  $  17,219      $    15,611
 Net margins                                             674              682

<PAGE> 9

Summary financial information relating to GFC is presented below:
					     At August 31,        At May 31,
(Dollar Amounts In Thousands)                    1996                1996   

 Outstanding loans to members                $  411,373           $  411,373
 Total assets                                   422,434              429,177
 Notes payable to CFC                           413,113              415,414
 Total liabilities                              422,052              427,079
 Members' Equity                                    382                2,098

					 For the Three Months Ended August 31,
(Dollar Amounts In Thousands)                     1996            1995     
 
Operating income                            $     6,698        $  7,518
Net margins                                         290             246  

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 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 new 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 August 31, 1996 and May 31, 1996, mortgage notes representing 
    approximately $1,246.9 million and $1,094.2 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 August 31, 1996 and May 31, 1996 
    were $999.7 million and $999.6 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.  CFC makes monthly additions to the 
    allowance for loan and guarantee losses.  These additions are required 
    to maintain the allowance at an adequate level based on the current year
    to date increase to loans outstanding and the estimated loan growth for
    the next twelve months.  On a quarterly basis, CFC reviews the adequacy
    of the loan and guarantee loss allowance and estimates the amount of 
    future provisions that will be required to maintain the allowance at an
    adequate level based on estimated loan growth. 

    The allowance is based on estimates, and accordingly, actual loan and 
    guarantee losses may differ from the allowance amount. As of August 31, 
    1996 and May 31, 1996, such allowance was $224.9 million and $218.0 

<PAGE> 10 

    million, respectively.  At August 31, 1996 and May 31, 1996, the allowance
    represented 2.75% and 2.74% of loans outstanding, 2.16% and 2.13% of loans
    and guarantees outstanding and 88.3% and 92.9% of the total of non-
    performing and restructured loans outstanding.

    Activity in the allowance account is summarized as follows for the three 
    months ended August 31, 1996 and the year ended May 31, 1996.

						 August 31,       May 31,
(Dollar Amounts in Thousands)                      1996             1996   

   Beginning Balance                              $218,047        $205,596
   Provision for loan and guarantee losses           6,815          12,451
   Ending Balance                                 $224,862        $218,047

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 August 31, 1996, CFC had three revolving credit agreements totaling 
    $5,050.0 million which are used principally to provide liquidity support 
    for CFC's outstanding 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 is
    standby purchaser for the benefit of its members.

    Two of these credit agreements, totaling a combined $4,550.0 million were 
    executed with 60 banks, with J.P. Morgan Securities, Inc. and The Bank of 
    Nova Scotia as Co-Syndication Agents and Morgan Guaranty Trust Company of 
    New York as Administrative Agent.  Under these 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 under these facilities will be due on the 
    respective maturity dates.  A third revolving credit agreement for $500.0
    million was executed on April 30, 1996 with ten banks, including the Bank
    of Nova Scotia as Administrative and Syndication Agent (the "BNS 
    facility").  This agreement has a 364-day revolving credit period which 
    terminates April 29, 1997 during which CFC can borrow and such borrowings 
    may be converted to a 1-year term loan at the end of the revolving credit 
    period.

    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 both agreements with a 364-day maturity is .08 of 
    1% and there is no commitment fee as long as  CFC maintains its current 
    credit rating level.  If CFC's long-term ratings decline, these fees may
    be increased by no more than .1250 of 1%.  Generally, pricing options are
    the same under all three agreements and 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 $1,346.3 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 
    
<PAGE> 11

    least 1.025 and prohibits the retirement 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 prohibits 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 agreements also prohibit 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 was 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 August 31, 1996 and May 31, 1996, CFC was in compliance with 
    all covenants and conditions under its revolving credit agreements and 
    there were no borrowings outstanding under such agreements.

    Based on the ability to borrow under the five year facility, at 
    August 31, 1996 and May 31, 1996, CFC classified $2,730.0 million 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 herein.

7.  Unadvanced Loan Commitments

    As of August 31, 1996 and May 31, 1996, CFC had unadvanced loan 
    commitments, summarized by type of loan, as follows:

(Dollar Amounts In Thousands)             August 31, 1996         May 31, 1996

  Long-term                                 $1,625,580             $1,578,658
  Intermediate-term                            520,061                288,570
  Short-term                                 3,148,690              3,199,364
  Telecommunications                           524,948                490,283
  Associate Member                              34,524                 54,664
  Total unadvanced loan commitments         $5,853,803             $5,611,539

 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 $50.7 million was retired in August 
   1996, representing one-sixth of the total allocations for fiscal years 
   1988, 1989 and 1990 and 70% of the allocation for fiscal year 1996.  GFC 
   retired patronage capital in August 1996 in the amount of $2.0 million 
   representing 100% of the allocations for fiscal year 1996.  RTFC will 
   retire 70% of their FY 1996 allocations by January 31, 1997.  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. 


<PAGE> 12

9.  Guarantees

    As of August 31, 1996 and May 31, 1996, CFC had guaranteed the following 
    contractual obligations of its members:

    (Dollar Amounts In Thousands)            August 31, 1996      May 31, 1996
     Long-term tax-exempt bonds (A)             $1,311,970         $1,317,655
     Debt portions of leveraged lease 
	transactions (B)                           420,599            432,516
     Indemnifications of tax benefit 
	transfers (C)                              355,298            363,702
     Other guarantees (D)                          135,296            135,567
	Total guarantees                        $2,223,163         $2,249,440

(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 payments.  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, $1,164.7 million and $1,168.9 
    million as of August 31, 1996 and May 31, 1996, 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 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 August 31, 1996 and May 31, 1996, CFC had unconditionally guaranteed 
    commercial paper, along with the related interest rate exchange agreement,
    issued by NCSC of $34.4 million and $34.7 million, respectively.

10. Interest Rate Exchange Agreements

The following table lists the notional principal amounts of CFC's interest
rate exchange agreements at August 31, 1996 and May 31, 1996:

(Dollar Amounts in Thousands)             Notional Principal Amount
      Maturity Date                     August 31, 1996   May 31, 1996
     
     August 1996 (1)                     $       0           $ 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             45,600
     April 2006 (1)                         25,000             25,000
     April 2006 (1)                         25,000             25,000
     April 2006 (1)                         25,000             25,000
     April 2006 (1)                         25,000             25,000
	 Total                            $445,600           $475,600

(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.

<PAGE> 13

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 an 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 August 31, 1996 and May 31, 1996, nonperforming loans in the 
	  amount of $24.8 million and $25.3 million, respectively, were on a 
	  nonaccrual basis with respect to interest income.  At August 31, 
	  1996 and May 31, 1996, the total amount of restructured debt was 
	  $229.8 million and $209.4 million, respectively.  CFC elected to 
	  apply all principal and interest payments received against principal
	  outstanding on restructured debt of $178.5 million and $157.1 
	  million, respectively. At August 31, 1996 and May 31, 1995, CFC had
	  no additional amounts committed to borrowers with loans classified
	  as nonperforming or restructured.

     (B)  Out of the $254.6 million and $234.7 million of loans described in 
	  footnote 11(A) at August 31, 1996 and May 31, 1996, respectively, 
	  CFC has classified $250.4 million and $230.4 million as impaired 
	  with respect to the provisions of FASB Statements No. 114 and 118.  
	  At those dates CFC had allocated $159.7 million and $160.9 million 
	  of the loan and guarantee loss allowance to such impaired loans.  At
	  August 31, 1996 and May 31, 1996, 29% and 32% 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 recognized a total of $0.7 million of 
	  interest income on loans classified as impaired during the quarter 
	  ended August 31, 1996.  All other payments received were applied as 
	  a reduction of principal.  The average recorded investment in 
	  impaired loans for the three months ended August 31, 1996 was 
	  $244.4 million.

	  Subsequent to the end of the quarter, CFC has removed the impairment
	  classification from $47.1 million of loans to one borrower.  This 
	  borrower has made all payments as due and CFC has returned all loans
	  to full accrual status. As of September 30, 1996, CFC had classified
	  a total of $203.3 million of loans as impaired and had allocated 
	  $129.7 million of the loan and guarantee loss reserve 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 denied the RUS request.  On August 30, 1996, the
	  United States petitioned the U.S. Supreme Court seeking to overturn
	  the WVPA Plan in reorganization.

<PAGE> 14
		
	  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 settle-
	  ment 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.
	
	  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, there-
	  fore, does not accrue interest income on these loans.  As of August
	  31, 1996, CFC had $18.2 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, including certain lease pay-
	  ments due on the Bonanza Power Plant.  The ARO, which closed in 
	  January 1991 with an effective date of January 1, 1989, provides for
	  the reduction of Deseret's debt service and rental obligations on 
	  the Bonanza Power Plant until 1996 when large sales of power are 
	  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 through January 31, 1996 and then until February 29, 1996.
	  The extensions were intended to allow the creditors to develop final
	  terms for a long-term restructuring of the ARO.  The creditors were
	  unable to agree on the terms of a negotiated settlement and thus the
	  ARO was terminated as of February 29, 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
	  or sought removal of Deseret as the plant operator.  One of the 
	  defendants in the action has asserted counterclaims against CFC 
	  alleging that the remedies which CFC seeks are not available to it
	  and that CFC seeks such remedies in an improper manner.  At this 
	  time, the counterclaims are very general in nature making it hard 
	  to determine any potential impact on CFC. Another party, not named 
	  in the action, has successfully intervened and joined the action.
	  The foreclosure trial is expected to begin in early 1997.

	  CFC, RUS, Deseret and the members of Deseret continue to work toward
	  the terms of an agreement in which CFC would purchase the RUS claims
	  against Deseret for approximately $237 million, with Deseret's 
	  members purchasing separate participations in these claims from CFC
	  for $55 million.  CFC would fund the Deseret members' portion of the
	  purchase through secured loans to the members.  RUS would require 
	  the Deseret members to prepay their RUS loans totaling approximately
	  $50 million.  In addition, CFC would provide Deseret with a $20 
	  million secured line of credit.  All parties have tentatively agreed
	  on a mid-October closing for this transaction.

	  CFC would fund the prepayment of the RUS loans by the Deseret 
	  members through long-term secured loans to the members.  The total 
	  amount lent to the Deseret members, approximately $105 million ($55
	  million for RUS buyouts and $50 million to purchase loan 
	  participations), would be secured against the assets and future 
	  revenues of the respective members and not by the assets of Deseret.


	  From January 1, 1989 through August 31, 1996, CFC has funded $160.8 
	  million in cashflow shortfalls related to Deseret's debt service and
	  rental obligations.  All cashflow shortfalls funded by CFC represent
	  an increase to the restructured loan to Deseret.  They also serve to
	  reduce CFC's guarantee exposure to Deseret  As of August 31, 1996, 
	  CFC had approximately $472.2 million in current credit exposure to 
	  Deseret consisting of $178.5 million in secured loans and $293.7 
	  million in guarantees by CFC of various direct and indirect 
	  obligations of Deseret.  The secured loan to Deseret is on non-
	  accrual status with respect to interest income.   All payments 
	  received from Deseret are applied against principal outstanding.
	  CFC's guarantees include $5.9 million in tax-benefit indemnifi-
	  cations and $23.9 million relating to mining equipment for a coal
	  supplier of Deseret.  The remainder of CFC's guarantee is for semi-
	  annual debt service payments on $263.9 million of bonds issued in a
	  $655 million 
	  
<PAGE> 15          
	  
	  leveraged lease financing of the Bonanza Plant in 1985. In addition,
	  CFC had a $5.3 million loan to Deseret which is fully guaranteed 
	  by the U.S. Government.

	  CFC believes that given the underlying collateral value, it has 
	  adequately reserved for any potential loss on its loans and 
	  guarantees to 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 August 31, 1996, CFC had $47.1 million in outstanding long-term 
	  loans to Soyland which were secured equally and ratably with RUS on
	  all assets and future revenues of Soyland.  In addition, CFC had 
	  $14.8 million outstanding to Soyland under a long-term revolving 
	  credit agreement and $12.6 million outstanding on a capital 
	  additions loan, both of which have priority in payment over the 
	  existing RUS loans and the prior CFC loan.  CFC also had $274.0 
	  million in loans to Soyland which are guaranteed by the U.S. 
	  Government. 

	  On September 13, 1996, CFC advanced $235.0 million to Soyland for 
	  the purpose of repaying its RUS debt at a significant discount.  
	  CFC advanced the amount to Soyland through two senior secured  
	  amortizing five-year term notes for $117.5 million, both maturing 
	  on July 1, 2001.  One of the notes is fully guaranteed by the 
	  distribution members of Soyland.  Due to the amount of the RUS 
	  discount, CFC expects Soyland to be able to make all payments 
	  related to this debt and has classified these notes as performing 
	  loans.  Interest income on these notes will be recognized on an 
	  accrual basis.  As part of the buyout from RUS, Soyland will no 
	  longer be responsible for the semi-annual debt service on the 
	  grantor trust certificates, the notes of which are guaranteed by 
	  RUS.  RUS will now be responsible for all debt service payments 
	  related to the $274.0 million, in addition to the outstanding fixed
	  rate grantor trust certificates held by public investors.

	  As of September 30, 1996, CFC has classified all new loans to 
	  Soyland as performing, with interest recognition on an accrual 
	  basis.  The revolving credit loan and capital additions loan remain
	  classified as performing, with interest recognized on an accrual 
	  basis.  The restructured loan will remain classified as 
	  restructured, due to changes made in a prior agreement, and it will
	  be returned to accrual status with respect to the recognition of 
	  interest income.
	
12.  Loans Guaranteed by RUS

     At August 31, 1996 and May 31, 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> 16

Part I. Item 2.

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

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the assets, liabilities, revenues and expenses reported in the
financial statements, as well as amounts included in the notes thereto, 
including discussion and disclosure of contingent liabilities.  While the
Company uses its best estimates and judgments based on the known facts at
the date of the financial statements, actual results could differ from these
estimates as future events occur.

CFC does not believe it is vulnerable to the risk of a near term severe impact
as a result of any concentrations of its activities.

Changes in Financial Condition

During the three months ended August 31, 1996, CFC's total assets increased
by $236.3 or 2.9% to $8,290.4 from $8,054.1 at May 31, 1996, primarily due to
an increase of $223.7 in net loans outstanding, an increase of $41.3 in the 
debt service account and a decrease of $33.3 in cash and certificates of 
deposit.  Changes to the loan portfolio included increases of $191.6 in long-
term loans, $23.5 in short-term loans and $20.4 in restructured loans,  
partially offset by a decrease of $4.6 in intermediate-term loans.  Long-term
loan activity consisted primarily of $292.3 in advances and $77.1 in principal
repayments.  The debt service account increase was due to the mandatory 
sinking fund requirements for bonds that are scheduled to mature during the
year.  The cash balance decreased due to the increase in the debt service 
account.

Net loans to members represented 96% of total assets at August 31, 1996 and 
May 31, 1996.  Long-term loans represented 86% of gross loans at August 31, 
1996 and May 31, 1996.  Fixed rate loans represented 37% of gross loans at 
August 31, 1996 and 38% at May 31, while the remaining loans carry a variable
rate that may be adjusted monthly or semi-monthly.  At August 31, 1996, $832.4
or 10.2% of gross loans were unsecured, compared to $767.1 million or 9.7% at
May 31, 1996. The $832.4 of unsecured loans at August 31, 1996 includes $317.6
in temporarily unsecured loans for RUS note buyouts.  This amount represents 
the first portion of the buyout from RUS.  CFC will be advancing the remaining
portion prior to the end of fiscal year 1997, at which time the full amount
advanced by CFC will be secured by all assets and future revenues of the 
borrower.  All other loans were secured pro-rata with other lenders (primarily
RUS), by all assets and future revenues of the borrower.

At August 31, 1996 CFC had provided $2,223.2 in guarantees, a decrease of 
$26.2 from the $2,249.4 at May 31, 1996.  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 August 31, CFC had unadvanced loan commitments of $5,853.8, an 
increase of $242.3 from the $5,611.5 committed at May 31, 1996. 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 commitments 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.

During the three months ended August 31, 1996, CFC's total liabilities and 
Members' Equity increased by $236.3 or 2.9% to $8,290.4 from $8,054.1 at May 
31, 1996. The increase was primarily due to increases of $237.1 in notes 
payable,  $15.2 to long-term debt and $10.3 in interest payable offset by a
decrease in Members' Equity and certificates of $27.5.

The notes payable increase was due to increases of $171.6 in Dealer Commercial
Paper and $66.0 in Member Commercial Paper. The Member Commercial paper 
balance outstanding at August 31, 1996 represents a 5.3% increase over the 
May 31, 1996 balance.  The increase to long-term debt was due to a net 
increase in medium-term notes outstanding.  CFC has averaged about $20.6 in
Medium-Term Note sales to members each month.  The decrease in Members' Equity
and certificates was due to the retirement of patronage capital partially 
offset by the year to date net margins and the issuance of Subordinated 
Certificates on new loans.  The increases to notes payable and long-term 
debt were required to fund the increase in loans outstanding and the decrease
to Members' Equity and certificates.  The increase in interest payable was 

<PAGE> 17

due to the increase in funds outstanding and to the increase in the rates on
those funds.  Subsequent to the end of the quarter on September 5, 1996, CFC
issued $100.0 in Collateral Trust Bonds, due 2001 at a rate of 6.75% and on
September 26, 1996, CFC issued $100.0 in Collateral Trust Bonds, due 2006 at
a rate of 7.30%.

The allowance for loan and guarantee losses increased by $6.9 to $224.9 at 
August 31, 1996 from $218.0 at May 31, 1996.  At August 31, 1996, the loan 
and guarantee loss allowance represented 2.75% of gross loans, 2.16% of gross
loans and guarantees, 88.33% of nonperforming and restructured loans, and 
906.86% of nonperforming loans compared to 2.74%, 2.14%, 92.88% and  862.05%
at May 31, 1996, respectively.  CFC makes monthly additions to the allowance
for loan and guarantee losses.  These additions are required to maintain the
allowance at an adequate level based on the current year to date increase to
loans outstanding and the estimated loan growth for the next twelve months.
On a quarterly basis, CFC reviews the adequacy of the loan and guarantee 
loss allowance and estimates the amount of future provision that will be 
required to maintain the allowance at an adequate level based on estimated 
loan growth.  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 August 31, 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 August 31, 1996, CFC had advanced $1,034.9 to 61 members for the pre-
payment of RUS loans.  CFC estimates that this amount represented 86% of the
total RUS prepayments.  Other lenders have lent 10% of the total and the 
remaining 4% was prepaid out of the members' internally generated funds.  As
of August 31, 1996 CFC had approved loan applications for an additional $72.0
from 12 members for the purpose of prepaying their RUS notes.  In addition,
there were $59.8 in loan prepayment applications pending at RUS.  RTFC had 
loan applications for $48.9 from 7 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 August 31, 1996, CFC has
classified $250.4 of loans outstanding as impaired with respect to the 
provisions of these statements.  At August 31, 1996, CFC has allocated $159.7
of the loan and guarantee loss allowance to such impaired loans.  CFC has 
recognized $0.7 of interest income on its impaired loans during the three 
months ended August 31, 1996.  CFC has applied all other payments received 
as a reduction to principal outstanding.

At August 31, 1996, CFC had loans outstanding in the amount of $24.8 
classified as nonperforming and $229.8 classified as restructured.  All 
nonperforming loans and $225.5 of restructured loans were on a non-accrual
basis with respect to interest income.

As of August 31, 1996, CFC had $472.2 in current credit exposure to Deseret,
consisting of $178.5 in secured loans and $293.7 for guarantees of various 
direct and indirect obligations of Deseret.  During the quarter ended August
31, 1996, the $178.5 of loans to Deseret were on non-accrual status with 
respect to recognition of interest income.  All payments received were applied
against principal outstanding.  CFC also had $5.3 loans to Deseret which are 
guaranteed by the U.S. Government.  CFC recognizes interest income on an 
accrual basis on the loans guaranteed by the U.S. Government.

CFC, RUS, Deseret and the distribution members of Deseret continue to work 
toward the terms of an agreement in which CFC  would purchase the RUS claims
against Deseret for approximately $237, with Deseret's members purchasing 
separate participations in these claims from CFC for $55.  In addition, CFC 
would provide Deseret with a $20  secured line of credit.  The purchase of 
the RUS claims by CFC has been tentatively scheduled for mid-October 1996.

CFC would fund the Deseret members' portion of the purchase through secured
loans to the members.  In addition, RUS would require the Deseret members to
prepay their RUS loans totaling approximately $50.  CFC would fund the 
prepayment of the RUS loans by the Deseret members through long-term secured
loans to the members.  The total amount lent to the Deseret members, 
approximately $105, would be secured against the assets and future revenues
of the respective members and not by the assets of Deseret.

On December 28, 1995, the U.S. Court of Appeals reaffirmed the lower courts
approval of the Wabash plan of reorganization.  On August 30, 1996, the 
United States petitioned the U.S. Supreme Court seeking to overturn the WVPA
plan in reorganization.  As of August 31, 1996, CFC had $18.2 in loans out-
standing 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 

<PAGE> 18

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.  During the quarter ended August 31, 1996, all loans to
Wabash were on a non-accrual status with respect to the recognition of 
interest income.  All payments received from Wabash were applied against the
principal balance outstanding.

As of August 31, 1996, CFC had $47.1 in long-term secured loans, $14.8 out-
standing under a revolving credit agreement and $12.6 outstanding on a capital
additions loan to Soyland.  The revolving credit agreement and capital 
additions loans both have priority in payment over the existing RUS loans 
and prior CFC loan.  The amounts outstanding under the revolving credit 
agreement and the capital additions loan would be repaid first from the 
proceeds of asset sales or liquidation.  The revolving credit and capital 
additions loans were on full accrual status with respect to the recognition 
of interest income.  The $47.1 restructured loan was on non-accrual status, 
with interest income recognized on a cash basis as received.  Soyland has 
negotiated a settlement of its outstanding debt with RUS.  Under the settle-
ment, Soyland will pay the government $235.0 and will be released from all of
its obligations to the government pursuant to the RUS loan or guarantee 
programs.  On September 13, 1996, CFC advanced $235.0 to Soyland for the 
purpose of repaying its RUS debt.  The $235.0 was advanced in two notes of 
$117.5, both maturing on July 1, 2001.  Both notes are fully secured by the
assets and future revenues of Soyland and one of the notes is also guaranteed
by the distribution members of Soyland.  As of September 30, 1996, all new 
loans to Soyland were classified as performing, with interest recognition on
an accrual basis and the $47.1 restructured loan was returned to accrual 
status with respect to the recognition of interest income.

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 three months 
ended August 31, 1996, CFC achieved a Times Interest Earned Ratio (TIER) of 
1.12.  This was the same as the 1.12 TIER for the quarter ended August 31, 
1995.  Management has established a 1.10 TIER as its minimum operating level.


Operating income for the three months ended August 31, 1996, was $134.3, an 
increase of $12.2 from the prior year period. The increase in operating income
was due to a positive volume variance of $19.5 and a negative rate variance of
$7.3.  Average loans outstanding increased by $1,026.8 and the average yield
decreased by 29 basis points from the prior year period.  For the three months
ended August 31, 1996, average loans outstanding were $8,069.5 and the average
yield was  6.60%, compared to average loans outstanding of $7,042.7 and an 
average yield of 6.89% for the three months ended August 31, 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 three months ended August 31, 1996, totaled 
$110.9, an increase of $7.8 from the prior year.  The increase was due to a 
negative rate variance of $8.2 and a positive volume variance of $16.0.  The
average interest rate on funds used by CFC at August 31, 1996, was 5.45%, a
decrease of 36 basis points compared to the average rate of 5.81% at August
31, 1995.  Included in the cost of funds is interest 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 three months ended August 31, 1996 and August 31, 1995, general and 
administrative expenses totaled $4.4 and $3.7, respectively. General and 
administrative expenses represented 22 basis points of average loan volume 
for the three months ended August 31, 1996, which is an increase of 3 basis
points from 19 basis points for the prior year period.

The provision for loan and guarantee losses for the three months ended August
31, 1996, totaled $6.8 or 33 basis points, compared to the prior year total
of $3.6 or 22 basis points.  During fiscal year 1997, CFC  may continue its
practice  of making a special provision to the loan and guarantee loss 
allowance equal to the net margins earned in excess of the amount required 
to achieve a 1.12 TIER on a monthly basis.  During the quarter ended August 
31, 1996, this resulted in additional provisions totaling $4.3, an increase
of $2.6 over the $1.7 of additional provision for the first quarter of the 
prior year.  These additions are intended to maintain the allowance at an 
adequate level based on current and expected future loan 

<PAGE> 19

growth.  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.

Overall, CFC's net margins for the three months ended August 31, 1996, 
totaled $12.8, a increase of $0.4 from the prior year period total of $12.4.


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) allow 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 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 permit public issuance of certificates to private investors to replace
the of variable rate certificates currently held by CFC.  Fifth, CFC obtains
much of its funding directly from its members and believes this funding is
more stable than funding obtained from outside sources.

At August 31, 1996, CFC had $5,050.0 in available bank credit, $2,730.0 of 
which is available through February 28, 2000, $1,820.0  is available through
February 25, 1997 and $500.0  is available through April 29, 1997.  As of 
August 31, 1996 CFC was in compliance with all covenants and conditions to
borrowing.

As of August 31, 1996, CFC had shelf registrations for Collateral Trust Bonds
and Medium-Term Notes of $650.0 and $551.0, respectively.  As of August 31, 
1996, CFC had shelf registrations for Grantor Trust Certificates of $121.8.
CFC also developed and registered $250.0 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 August 31,
1996, CFC had not issued any of these new securities.

Member invested funds, including the loan and guarantee loss allowance, at
August 31, 1996 and May 31, 1996, were $3,251.5 and $3,204.3 or 38.6% and
39.1% 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 5.96 at August 31, 1996, an increase over the 5.69
reported at May 31, 1996.  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 15, 1996.

<PAGE> 20

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.

<TABLE>
<CAPTION>                    Interest-Rate Gap Analysis
			     (Fixed Assets/Liabilities)
			       As of August 31, 1996



				 FY 97    FY 98-99    FY 00-01   FY 02-06   FY 07-16    FY 17+     Total
<C>                            <C>        <C>        <C>        <C>        <C>         <C>        <C> 
Assets:
  Loan Amortization                                     
    and repricing               $ 190.6    $ 621.4    $ 468.8    $ 863.3    $ 584.9    $ 129.1    $2,858.1

Total Assets                    $ 190.6    $ 621.4    $ 468.8    $ 863.3    $ 584.9    $ 129.1    $2,858.1

Liabilities and Equity:
  Long-Term Debt                $ 309.1    $ 365.1    $ 170.0    $ 519.3    $  52.2    $ 150.0    $1,565.7
  Subordinated Certificates         3.9       11.5      113.3      344.0      426.3       68.0       967.0
  Equity                              -          -      165.6          -       17.5          -       183.1

Total Liabilities and Equity    $ 313.0    $ 376.6    $ 448.9    $ 863.3    $ 496.0    $ 218.0    $2,715.8

Gap *                           $(122.4)   $ 244.8    $  19.9    $   0.0    $  88.9    $ (88.9)   $  142.3

Cumulative Gap                  $(122.4)   $ 122.4    $ 142.3    $ 142.3    $ 231.2    $ 142.3
Cumulative Gap as a %
     of  Total Assets              1.48%      1.48%      1.72%      1.72%      2.79%      1.72%

 *  Loan amortization/repricing over/(under) debt maturities
</TABLE>

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 total assets.  CFC measures the matching of funds to assets by comparing 
the amount of fixed rate assets repricing or amortizing to the total fixed 
rate debt maturing over the periods listed in the above table.  At August 31, 
1996, CFC had $190.6 in fixed rate assets amortizing or repricing and $313.0
in fixed rate liabilities maturing during the remainder of fiscal year 1997.
The difference, $122.4, represents the amount of CFC's assets that are not 
considered match-funded as to interest rate.  CFC's difference of $122.4 at 
August 31, 1996 represents 1.48% 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.


<PAGE> 21

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.

	Item 5 on August 28, 1996 - Filing of Underwriting Agreement for 6.75%
	Collateral Trust Bonds, due 2001.

	Item 5 on June 19, 1996 - Filing of exhibits for MTN shelf 
	registration.

<PAGE> 22
	
				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             

October 15, 1996



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


October 15, 1996

























<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the August
31, 1996 Form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-END>                               AUG-31-1996
<CASH>                                          23,024
<SECURITIES>                                         0
<RECEIVABLES>                                   89,442
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               194,663
<PP&E>                                          41,506
<DEPRECIATION>                                   8,195
<TOTAL-ASSETS>                               8,290,435
<CURRENT-LIABILITIES>                        2,791,506
<BONDS>                                      4,049,122
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,449,807
<TOTAL-LIABILITY-AND-EQUITY>                 8,290,435
<SALES>                                        134,267
<TOTAL-REVENUES>                               134,928
<CGS>                                          110,927
<TOTAL-COSTS>                                  110,927
<OTHER-EXPENSES>                                 4,420
<LOSS-PROVISION>                                 6,815
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 12,766
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             12,766
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,766
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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