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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
District of Columbia 52-089-1669
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
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2201 Cooperative Way
Herndon, Virginia 20171
(Address of principal executive offices, including zip code)
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c), please
check the following box. [x]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
Title of each class to be so registered each class is to be registered
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7.65% Quarterly Income Capital Securities New York Stock Exchange
(Subordinated Deferrable Interest
Debentures Due 2046)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The Commission is respectfully requested to send copies of all
notices, orders and communications to:
MARK L. WEISSLER THOMAS R. BROME
MILBANK, TWEED, HADLEY & MCCLOY CRAVATH, SWAINE & MOORE
1 CHASE MANHATTAN PLAZA 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Quarterly Income Capital Securities (Subordinated
Deferrable Interest Debentures) (the "Debentures") to be registered hereunder
are described under the heading "DESCRIPTION OF THE CAPITAL SECURITIES" in the
prospectus supplement, dated September 12, 1997 (the "Prospectus Supplement")
and under the heading "DESCRIPTION OF DEBT SECURITIES" in the prospectus, dated
October 17, 1996 (the "Prospectus"), in each case as filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended (the "Securities Act"), on October 25, 1996
and September 12, 1997, respectively. The Prospectus forms a part of
registration statement No. 33-64231 (the "Registration Statement"). The
Registration Statement was filed with the Commission pursuant to the Securities
Act on November 14, 1995, and was declared effective by the Commission on
November 21, 1995. The aforementioned description in the Prospectus Supplement
and Prospectus is hereby incorporated by reference into this Item 1.
Item 2. Exhibits.
1. Form of Indenture relating to debt securities of the registrant (filed
as Exhibit 4.1 to the registrant's Current Report on Form 8-K filed
October 28, 1996, and incorporated herein by reference).
2. Specimen of the Debentures (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed September 17, 1997, and incorporated
herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: September 17, 1997 NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
/s/ JOHN JAY LIST
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Name: John Jay List
Title: Senior Vice President
and General Counsel
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