NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/
10-Q, 1997-10-10
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE> 

				FORM 10-Q


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


x             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
		  OF THE SECURITIES EXCHANGE ACT OF 1934
	      For the Quarterly Period Ended August 31, 1997

				    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>

	    NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	
			      COMBINED BALANCE SHEETS

			   (Dollar Amounts In Thousands)


				  A S S E T S


			       (Unaudited)
			    August 31, 1997        May 31, 1997

Cash                           $    31,580         $    50,011

Debt Service Investments           114,947              77,219

Loans To Members, net            8,991,002           8,678,196

Receivables                        102,621             101,613

Fixed Assets, net                   24,508              33,208

Debt Service Reserve Funds         103,489             103,489

Other Assets                        14,002              13,758

	Total Assets           $ 9,382,149         $ 9,057,494



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









				    2



<PAGE>

	  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, 1997   May 31, 1997

Notes Payable, due within one year              $ 3,647,765     $ 3,507,074

Accounts Payable                                     25,034          23,200

Accrued Interest Payable                             59,765          46,924

Long-Term Debt                                    4,067,273       3,864,887

Other Liabilities                                     8,488           6,329

Quarterly Income Capital Securities                 125,000         125,000 

Commitments, Guarantees and Contingencies

Members' Subordinated Certificates:
   Membership subscription certificates             644,817         645,449
   Loan & guarantee certificates                    569,181         567,037

   Total Members' Subordinated Certificates       1,213,998       1,212,486

Members' Equity                                     234,826         271,594

    Total Members' Subordinated 
    Certificates & Members' Equity                1,448,824       1,484,080

Total Liabilities and Members' Equity           $ 9,382,149     $ 9,057,494




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

				       3   

<PAGE>
						      (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, 1997 and 1996



						     Quarters Ended          
					    August 31, 1997  August 31, 1996
	
Operating Income-Interest on loans to members    $150,477        $134,267
Less-cost of funds allocated                      127,779         110,927
	Gross operating margin                     22,698          23,340
 
Expenses:  
   General, administrative and loan processing      5,329           4,420
   Provision for loan and guarantee losses          8,250           6,815

	 Total expenses                            13,579          11,235

	Operating margin                            9,119          12,105

Nonoperating Income                                   592             661

Gain on Sale of Land                                4,939               - 

Net Margins                                      $ 14,650        $ 12,766



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

					   4    
<PAGE>

							    (UNAUDITED)

	       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		  COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

			    (Dollar Amounts in Thousands)

		    For the Quarters Ended August 31, 1997 and 1996
<TABLE>                                                                                           
<CAPTION>                                                                                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 August 31, 1997
    Balance at May 31, 1997            $271,594       $  1,470    $    596    $   2,289   $    504   $266,735
    Retirement of patronage capital     (52,715)             -           -            -       (123)   (52,592)
    Net Margins                          14,650              -           -       14,650          -          -   
    Other                                 1,297              9          65            -          -      1,223
Balance at August 31, 1997             $234,826       $  1,479    $    661     $ 16,939   $    381   $215,366



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

</TABLE>
			   The accompanying notes are an integral part of 
				 these combined financial statements.

				 5
<PAGE>
							       (UNAUDITED)

	       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

			    COMBINED STATEMENTS OF CASH FLOWS

			      (Dollar Amounts In Thousands)

		 For the Three Months Ended August 31, 1997 and 1996

							1997         1996 
Cash Flows From Operating Activities:
Accrual basis net margins                          $   14,650     $ 12,766
Add (deduct):
  Provision for loan and guarantee losses               8,250        6,815
  Depreciation                                            347          282
  Amortization of deferred income                        (382)      (2,645)
  Amortization of issuance costs and deferred charges     456          365  
  Gain on sale of land                                 (4,939)           -
Add (deduct) changes in accrual accounts:
 Receivables                                           (3,016)      (5,744)
 Accounts payable                                       1,479           91
 Accrued interest payable                              12,841       10,257
 Other                                                 (1,531)        (197)

   Net cash flows provided by operating activities     28,155       21,990

Cash Flows From Investing Activities:
 Advances made on loans                            (1,195,441)    (782,594)
 Principal collected on loans                         874,386      552,105
 Proceeds from sale of land                            13,235            -
 Investments in fixed assets                               58          (17)

    Net cash flows used in investing activities      (307,762)    (230,506)

Cash Flows From Financing Activities:
  Notes payable, Net                                  165,651      237,132
  Certificates of Deposit, net                              -        7,000
  Debt service Investments, net                       (37,728)     (41,290)
  Proceeds from issuance of long-term debt            323,993       90,662
  Payments for retirement of long-term debt          (146,473)     (75,475)
  Proceeds from issuance of Members'       
    Subordinated Certificates                           4,401        9,879
  Payments for retirement of Members' 
    Subordinated Certificates                            (897)        (387)
  Payments for retirement of Patronage Capital        (47,771)     (45,349)
						       
  Net cash flows provided by financing activities     261,176      182,172

Net Cash Flows                                        (18,431)     (26,344)
Beginning Cash and Cash Equivalents                    50,011       31,368

Ending Cash and Cash Equivalents                   $   31,580     $  5,024

Supplemental Disclosure of Cash Flow Information:
Cash paid during three months for Interest Expense $  116,550     $101,705

	  The accompanying notes are an integral part of 
	      these combined financial statements.
				  6


<PAGE>

	    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 1,056 members as of August 31, 1997, included 910 rural electric utility
system members ("Utility Members"), virtually all of which are consumer-owned
cooperatives, 74 service members and 72 associate members.  The Utility 
Members included 845 distribution systems and 65 generation and transmission 
systems operating in 46 states and U.S. territories.  

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, 1997, RTFC had 474 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.

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 refinancing 
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 August 31, 1997. 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, 1997 and May 31, 1997, and the combined 
results of operations, cash flows and changes in members' equity for the three 
months ended August 31, 1997 and 1996.

The Notes to Combined Financial Statements for the years ended May 31, 1997 
and 1996 should be read in conjunction with the accompanying financial 
statements. (See CFC's Form 10-K for the year ended May 31, 1997, filed on 
August 29, 1997).

CFC has implemented Financial Accounting Standards Board (the 
"FASB") Statement No. 114, "Accounting by Creditors for Impairment of a 
Loan" and Statement No. 118, "Accounting by Creditors for Impairment of 
a Loan-Income Recognition and Disclosures". These statements require 
CFC to calculate impairment on loans receivable by comparing the present 
value of the future cash flows associated with the loan against CFC's 
investment in the loan.  The statements also require that CFC provide loss 
reserves for loans based on the calculated impairment.  The implementation 
of these statements did not have a material impact on CFC's financial 
statements.
				  7

<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)

CFC has implemented FASB Statement No. 115, "Accounting for Certain 
Investments in Debt and Equity Securities".  The CFC investments covered by 
this statement, at August 31, 1997, 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.

CFC has implemented FASB 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.  CFC is neither a dealer nor a trader in 
derivative financial instruments.  CFC uses interest rate exchange 
agreements to help manage its interest rate risk. The implementation of this 
statement did not have a material impact on CFC's 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, 1997, CFC had committed to lend RTFC up to 
$3.4 billion to fund loans to its members and their affiliates.

RTFC had outstanding loans and unadvanced loan commitments totaling 
$1,851.0 million and $1,825.0 million as of August 31, 1997 and May 31, 1997, 
respectively.  RTFC's net margins are allocated to RTFC's borrowers.  Summary 
financial information relating to RTFC is presented below:

						  (Unaudited)
						 At August 31,    At May 31,
(Dollar Amounts In Thousands)                          1997           1997     

 Outstanding loans to members and their affiliates  $1,122,653     $1,099,163
 Total assets                                        1,225,710      1,197,753
 Notes payable to CFC                                1,106,862      1,089,336
 Total liabilities                                   1,123,579      1,100,497
 Members' Equity and Subordinated Certificates         102,131         97,256

							  (Unaudited)
					 For the Three Months Ended August 31,
(Dollar Amounts In Thousands)                           1997            1996  

 Operating income                                      $19,839        $17,219
 Net margins                                               748            674

					8       

<PAGE>

	   NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	    Notes to Combined Financial Statements - (Continued)


Summary financial information relating to GFC is presented below:
				   (Unaudited)
				   At August 31,   At May 31,
(Dollar Amounts In Thousands)           1997           1997      

 Outstanding loans to members        $135,220        $135,220
 Total assets                         139,252         141,353
 Notes payable to CFC                 135,220         136,960
 Total liabilities                    138,922         139,934
 Members' Equity                          330           1,419

					   (Unaudited)
			 For the Three Months Ended August 31, 
(Dollar Amounts In Thousands)           1997            1996 
 
Operating income                       $2,174          $6,698
Net margins                               219             290
	
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 Chase Manhattan 
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, 1997 and May 31, 1997, mortgage notes representing 
approximately $1,288.1 million and $1,294.5 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, 1997 and May 31, 1997 were 
$1,249.1 million and $1,149.2 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 regular 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. 
				   9

<PAGE>
       
	 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	   Notes to Combined Financial Statements - (Continued)


Activity in the allowance account is summarized as follows for the three months
ended August 31, 1997 and the year ended May 31, 1997.

					  August 31,      May 31,
(Dollar Amounts in Thousands)                1997          1997   

Beginning Balance                          $233,208      $218,047
Provision for loan and guarantee losses       8,250        15,161
Charge-offs                                  (2,104)            -
Ending Balance                             $239,354      $233,208

Total Loan and Guarantee Loss Allowance
   As a Percentage of:

	Total Loans                           2.59%         2.62%
Total Loans and Guarantees                    2.11%         2.12%
Total Nonperforming and Restructured Loans   68.50%        62.79%

	

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.  Those issued as a 
condition of receiving a loan or guarantee generally 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, 1997, 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 $4,550.0 million were executed with 52
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 $2,275.0 
million until November 26, 2001 (the "five-year facility"), and $2,275.0 
million until November 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 November 27, 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 
November 26, 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
 .090 of 1%.  The per annum facility fee for both agreements with a 364-day 
maturity is .065 of 1%.  There is no commitment fee for any 

					 10

<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)


of the revolving credit facilities.  If CFC's long-term ratings decline, the 
facility fees may be increased by no more than .035 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 $1,349.9 
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 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 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, Members' Subordinated Certificates and Quarterly 
Income Capital Securities 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, 1997 and 
May 31, 1997, 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, 1997
and May 31, 1997, CFC classified $2,275.0 million  and $2,250.0 million, 
respectively, of its notes payable outstanding as long-term debt.  CFC expects 
to maintain more than $2,275.0 million of notes payable outstanding 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, 1997 and May 31, 1997, CFC had unadvanced loan commitments, 
summarized by type of loan, as follows:

(Dollar Amounts In Thousands)     August 31, 1997         May 31, 1997

  Long-term                           $2,199,233            $2,121,557
  Intermediate-term                      387,178               363,970
  Short-term                           3,487,480             3,443,502
  Telecommunications                     728,365               725,364
  Associate Member                        33,345                32,974
    Total unadvanced loan commitments $6,835,601            $6,687,367

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.

				     11

<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)


8.      Retirement of Patronage Capital
	
CFC patronage capital in the amount of $54.6 million was retired in August 
1997, representing 70% of the allocation for fiscal year 1997 and one-sixth 
of the total allocations for fiscal years 1988, 1989 and 1990.  The $54.6 
million includes $5.2 million retired to RTFC and $2.7 million retired to GFC.
GFC retired patronage capital in August 1997 in the amount of $1.7 million 
representing 100% of the allocation for fiscal year 1997.  RTFC will retire 70%
of their fiscal year 1997 allocation later this fiscal year.  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 August 31, 1997 and May 31, 1997, CFC had guaranteed the following 
contractual obligations of its members:

(Dollar Amounts In Thousands)                August 31, 1997  May 31, 1997

Long-term tax-exempt bonds (A)                   $1,185,945   $1,190,925
Debt portions of leveraged lease transactions (B)   448,909      418,916
Indemnifications of tax benefit transfers (C)       330,220      338,264
Other guarantees (D)                                134,250      132,566
  Total guarantees                               $2,099,324   $2,080,671

(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, $1,038.7 million and $1,043.2 
     million as of August 31, 1997 and May 31, 1997, 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, 1997 and May 31, 1997, CFC had unconditionally 
     guaranteed commercial paper, along with the related interest rate exchange
     agreement, issued by NCSC of $33.1 million and $33.7 million, 
     respectively.

10.  Derivative Financial Instruments

At August 31, 1997 and May 31, 1997, CFC was a party to interest rate 
exchange agreements totaling $438.8 million.  CFC uses interest rate 
exchange agreements as part of its overall interest rate matching strategy.  
Interest rate exchange agreements are used when they provide CFC a lower 
cost of funding option or minimize interest rate risk.  CFC will only enter 
interest rate exchange agreements with highly rated financial institutions.  At
both of the above dates, CFC was using interest rate exchange agreements to 
fix the interest rate on $238.8 million of its variable rate commercial paper.
CFC was also using interest rate exchange agreements at both dates to 
minimize the variance between the three month LIBOR rate at 

			       12

<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)



which $200.0 million of Collateral Trust Bonds and Medium-Term Notes were 
issued and CFC's variable commercial paper rate.  All of CFC's derivative 
financial instruments were held for purposes other than trading.  CFC has not 
invested in derivative financial instruments for trading purposes in the past 
and does not anticipate doing so in the future.

The following table lists the notional principal amounts of CFC's interest 
rate exchange agreements at August 31, 1997 and May 31, 1997:
		
			(Dollar Amounts in Thousands)
			   Notional Principal Amount
	Maturity Date     August 31, 1997 May 31, 1997
	
	February 1998 (2)       50,000       50,000
	November 1999 (2)       50,000       50,000  
	November 1999 (2)       50,000       50,000  
	November 1999 (2)       50,000       50,000  
	January 2000 (1)        52,851       52,851
	January 2001 (1)        42,749       42,749
	October 2004 (1)        43,200       43,200
	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    $438,800     $438,800

(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 does not value the interest rate exchange agreements on its balance 
sheet, but rather values the underlying hedged debt instruments at historical 
cost.  All amounts that CFC pays and receives related to the interest rate 
exchange agreements and the underlying hedged debt instruments are 
included in CFC's cost of funding for the period.  On the $238.8 million of 
interest rate exchange agreements in which CFC pays a fixed rate and 
receives a variable rate, the fixed rate on the contract is CFC's cost of 
funds. On the $200.0 million of interest rate exchange agreements in which CFC
pays a commercial paper rate and receives a three month LIBOR rate, CFC's 
cost of funds is the commercial paper rate.  In both cases, CFC receives the 
amount required to service the debt outstanding to its investors from the 
counter party to the agreement.  The estimated fair value of CFC's interest 
rate exchange agreements is presented in the footnotes to the financial 
statements of CFC's Form 10-K for the year ended May 31, 1997.

CFC closely matches the terms of its interest rate exchange agreements 
with the terms of the underlying debt instruments.  Therefore, it is unlikely 
that CFC would prepay debt that is hedged or have hedged debt mature prior to 
the maturity of the interest rate exchange agreement.  However, 
circumstances may arise that cause either CFC or the counter party to the 
agreement to exit such agreement.  In the event of such actions, CFC would 
record any gain or loss from the termination of the interest rate exchange 
agreement as an extraordinary item on its income statement for that period.

11.     Contingencies

(A) At August 31, 1997 and May 31, 1997, nonperforming loans in the amount 
of $5.1 million and $9.4 million, respectively, were on a nonaccrual basis 
with respect to interest income.  At August 31, 1997 and May 31, 1997, the 
total amount of restructured loans was $344.3 million and $362.0 million, 
respectively. CFC elected to apply all payments received against principal 
outstanding on all restructured loans at both dates.

			  13


<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)


(B)     Out of the $349.4 million and $371.4 million of loans described in 
footnote 11(A) at August 31, 1997 and May 31, 1997, respectively, CFC has 
classified $349.4 million and $371.4 million as impaired with respect to the 
provisions of FASB Statements No. 114 and 118.  At those dates CFC had 
allocated $126.0 million of the loan and guarantee loss allowance for such 
impaired loans.  The amount of loan and guarantee loss allowance allocated for 
such loans was based on a comparison of the present value of the expected 
future cashflow associated with the loan and/or the estimated fair value of the
collateral securing the loan to the recorded investment in the loan.  CFC 
recognized no interest income on loans classified as impaired during the three 
months ended August 31, 1997.  All payments received were applied as a 
reduction of principal.  The average recorded investment in impaired loans 
for the three months ended August 31, 1997 was $363.4 million compared to 
$332.7 for the year ended May 31, 1997.

(C)     On December 31, 1996 the Wabash Valley Power Association ("WVPA") 
plan of reorganization became effective.  Under the plan, CFC received a 
$4.9 million cash payment and offset $9.9 million of WVPA's investments in 
CFC commercial paper and Subordinated Certificates, for a total of $14.8 
million.  CFC also received a combination of secured and unsecured 
promissory notes bearing interest at market rates totaling $13.4 million, 
bringing the total received by CFC to $28.2 million.  CFC applied the cash 
and offsets against the $17.7 million nonperforming loan to Wabash, 
reducing the balance to $2.9 million at August 31, 1997.  The notes 
receivable have been classified as performing and are accruing interest at 
CFC's intermediate-term interest rate.  WVPA is current with respect to 
amounts due on the notes.   The $2.9 million has been classified as 
nonperforming and is on a nonaccrual status with respect to the recognition 
of interest income.   

CFC and RUS are negotiating a settlement on the amount of true up 
payments under a separate agreement entered into in May 1988.  This 
agreement provides for CFC and RUS to allocate between them all post-
petition, pre-confirmation payments made by WVPA to CFC on debt secured 
by a mortgage under which CFC and RUS were co-mortgagees in proportion 
to the respective amounts of debt secured.  CFC anticipates making a 
payment to RUS under this agreement.  At August 31, 1997, CFC has a 
deferred gain of $10.5 million (total received $28.2 million less outstanding 
loans of $17.7 million).  This gain will be used to offset a portion of any 
true-up payment that is made to RUS.

(D)     Deseret Generation & Transmission Co-operative ("Deseret") failed to 
make the payments required under a prior workout agreement, the Agreement 
Restructuring Obligations (the "ARO"), during 1995.  The creditors were unable
to agree on the terms of a negotiated settlement and the ARO was terminated as 
of February 29, 1996.  CFC filed a foreclosure action against the owner of the
Bonanza Power 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 foreclosure action has filed amended 
counterclaims against CFC.  These amended counterclaims allege breaches of 
contract and fiduciary duties, fraudulent concealment, tortious interference 
with contract and conspiracy.  These amended counterclaims also seek rescission
or equitable subordination of CFC's interest in the Bonanza Plant.  A trial 
has been scheduled for June 1998.

On October 16, 1996, Deseret and CFC entered into an Obligations 
Restructuring Agreement (the "ORA") for the purpose of restructuring 
Deseret's debt with CFC.  Pursuant to the terms of the ORA, CFC agreed to 
(i) forbear from exercising any remedy to collect the CFC Debt (as defined in 
the ORA) and (ii) pay and perform all of the CFC Guarantees (as defined in 
the ORA) in consideration for Deseret agreeing to make quarterly minimum 
payments to CFC through December 31, 2025.  In addition to the quarterly 
minimum payments, Deseret is required to pay to CFC certain percentages of 
its excess cash flow and proceeds from the disposition of assets, as detailed 
in the ORA.  If Deseret performs all of its obligations under the ORA, CFC has
agreed to forgive any remaining CFC Debt on December 31, 2025.  To date, 
Deseret has made all required payments under the ORA.

In connection with the ORA, on October, 16, 1996, CFC acquired all of 
Deseret's indebtedness in the  outstanding principal amount of $740 million 
from RUS for the sum of $238.5 million (the "RUS Debt").  As a result of the 
purchase, CFC holds a majority of Deseret's outstanding secured debt.  
Pursuant to a participation agreement dated October 16, 1996, the member 
systems of Deseret purchased from CFC, for  

				    14

<PAGE>
       
       NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	 Notes to Combined Financial Statements - (Continued)



$55 million, a participation interest in the RUS Debt.  CFC provided long term
financing to the members of Deseret as follows:  (i) $32.5 million in the 
aggregate to finance the buyout by the members of their respective RUS debt 
(the "Note Buyout Loans"), 
and (ii) $55.0 million in the aggregate to finance the members' purchase of 
participation interests in the RUS Debt acquired by CFC (the "Participation 
Loans").  The Note Buyout Loans and the Participation Loans are secured by 
the assets and revenues of the member systems.  Under the participation 
agreement the Deseret members will receive a share of the minimum 
quarterly payments that Deseret makes to CFC which the members will use 
to service their Participation Loans.  Each member of Deseret has the option 
to put its Participation Loan back to CFC at any time after twelve years, 
provided that no event of default exists under the ORA and under such 
member's Participation Loan.

From January 1, 1989 through August 31, 1997, CFC has funded $176.2 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, 1997, CFC had approximately 
$667.7 million in current credit exposure to Deseret consisting of $344.3 
million in secured loans and $323.4 million in guarantees by CFC of various 
direct and indirect obligations of Deseret. The secured loans to Deseret are 
on nonaccrual status with respect to interest income.  All payments received 
from Deseret are applied against principal outstanding.  CFC's guarantees 
include $5.1 million in tax-benefit indemnifications and $56.4 million 
relating to mining equipment.  The remainder of CFC's guarantee is for 
semi-annual debt service payments on $261.9 million of bonds issued in a 
$655 million leveraged lease financing of the Bonanza Plant in 
1985.  RUS is responsible for the repayment of $174.9 million of Deseret loans
held by grantor trusts and serviced by CFC.  CFC holds $2.8 million of the 
grantor trust certificates which are currently in the variable rate mode.

Based on its analysis, CFC believes that it has adequately reserved for any 
potential loss on its loans and guarantees to Deseret.

	
12.     Loans Guaranteed by RUS

At August 31, 1997 and May 31, 1997, CFC held $138.0 million in Trust 
Certificates related to the refinancing of Federal Financing Bank loans.  
These Trust Certificates are supported by payments from certain CFC power 
supply members whose payments are guaranteed by RUS. 

13.     Gain on Sale of Land

During the quarter ended August 31, 1997, CFC sold land with a cost basis of 
$8.3 million for $13.2 million, resulting in a gain of $4.9 million.

				  15


<PAGE>
       
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, 1997, CFC's total assets increased by
$324.6 or 3.6% to $9,382.1 from $9,057.5 at May 31, 1997, primarily due to 
an increase of $312.8 in net loans outstanding and an increase of $37.7 
in the debt service account.  Changes to the loan portfolio included 
increases of $312.9 in long-term loans and $68.8 in short-term 
loans, partially offset by a decrease of $22.0 in nonperforming and 
restructured loans and $40.8 in intermediate-term loans. Long-term loan 
activity consisted primarily of $486.9 in advances and $194.3 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 fiscal year.  

Net loans to members represented 96% of total assets at August 31, 1997 and  
May 31, 1997.  Long-term loans represented 88% of gross loans at August 31, 
1997 and  May 31, 1997.  Fixed rate loans represented 38% of gross loans 
at August 31, 1997 and 37% at May 31, 1997, while the remaining loans 
carry a variable rate that may be adjusted monthly or semi-monthly.  
At August 31, 1997, $911.6 or 9.9 % of gross loans were unsecured, 
compared to $767.8 or 8.6% at May 31, 1997. The $911.6 of unsecured 
loans at August 31, 1997 included $125.3 of temporarily unsecured 
loans for RUS note buyouts.  At August 31, 1997, the unsecured loans, 
excluding the temporarily unsecured loans, were 8.5% of gross 
loans.  This amount represents the first portion of the buyout from RUS.  
Once the full amount has been advanced by CFC, the loan 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, 1997, CFC had provided $2,099.3 in guarantees, an increase of 
$18.6 from the $2,080.7 at May 31, 1997. The increase to guarantees was 
due to the addition of a guarantee to a subsidiary of Deseret for $34.3 
offset by regularly scheduled principal payments.  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, 1997, CFC had unadvanced loan commitments of $6,835.6, an 
increase of $148.2 from the $6,687.4 committed at May 31, 1997.  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, 1997, CFC's total liabilities 
and Members' Equity increased by $324.6 or 3.6% to $9,382.1 from $9,057.5 
at May 31, 1997. The increase was primarily due to increases of $202.4 in 
long-term debt, $140.7 in notes payable, and $12.8 in interest payable, 
offset by a decrease of $35.3 in Members' Equity and Certificates.

The notes payable increase was due to the increase of $142.2 in Dealer 
Commercial Paper.  The Member Commercial Paper balance of $1,060.3 
at August 31, 1997 represents an 11.4% decrease from $1,196.6 at May 31, 1997. 
The long-term debt increase was due to an increase of $99.9 in long-term
Collateral Trust Bonds, an increase of $77.5 in Medium-Term Notes and the 
increase of $25.0 in the Commercial Paper supported by revolving credit 
agreements.  The decrease in Members' Equity and Members' Certificates 
was due to the retirement of patronage capital partially offset by the year to

				   16


<PAGE>
date net margin and by the issuance of Subordinated Certificates on new 
loans.  The increase to notes payable was required to fund the increase 
in loans outstanding.  The increase in interest payable was due to the 
increase in funds outstanding.  Subsequent to the end of the quarter, 
on September 18, 1997, CFC issued $75.0, 7.65% Quarterly Income Capital 
Securities, due 2046.  On October 8, 1997, CFC issued $100.0, 6.375%, 
Collateral Trust Bonds, due 2004.

At August 31, 1997, CFC had loans outstanding in the amount of $5.1 classified
as nonperforming and $344.3 classified as restructured.  All nonperforming 
loans and restructured loans were on a non-accrual basis with respect to 
interest income.  As of August 31, 1997, CFC has classified $349.4 of 
loans outstanding as impaired with respect to the provisions of FASB 
Statement No. 114.  At August 31, 1997, CFC has allocated 
$126.0 of the loan and guarantee loss allowance for such impaired loans.  
During the three months ended August 31, 1997, the amount of loans classified
as impaired decreased by $22.0.  This decrease was due to payments received 
on loans classified as impaired.  Although the balance of loans classified 
as impaired decreased, the amount of the loan and guarantee loss reserve 
allocated for these loans remained at $126.0 at May 31, 1997 and 
August 31, 1997.  CFC has applied all payments received on impaired 
loans as a reduction to principal outstanding.

The allowance for loan and guarantee losses increased by $6.2 to $239.4 at 
August 31, 1997 from $233.2 at May 31, 1997. The increase was due to an 
additional provision of $8.3, offset by a charge-off of $2.1.  The $2.1 
charge-off was a result of the Vermont EC and Vermont G & T settlements.  
At August 31, 1997, the loan and guarantee loss allowance represented 2.59% 
of gross loans, 2.11% of gross loans and guarantees, and 68.50% of 
nonperforming and restructured loans, compared to 2.62%, 2.12%, and 62.79% 
at May 31, 1997, respectively.  CFC makes regular 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, 1997, management believes that 
the allowance for loan and guarantee losses is adequate to cover 
any portfolio losses which have occurred or may occur.

During the three months ended August 31, 1997, CFC advanced $42.4 for the
prepayment of RUS loans.  To date, CFC has financed approximately 88% of 
the total RUS prepayments.  Other lenders have lent 8% of the total and 
the remaining 4% was prepaid out of the members' internally generated funds. 
In addition, there were $43.8 in loan prepayment applications pending at RUS.

During the quarter ended August 31, 1997, CFC's total exposure to nonperforming
and restructured borrowers was $672.8, $349.4 in loans and $323.4 in 
guarantees, an increase of $9.6 from the total of $663.2 at May 31, 1997.   
The total exposure increased due to CFC's agreement to guarantee an additional
obligation for Deseret, offset by reductions to the amount of nonperforming 
and restructured loans outstanding.  During the quarter ended August 31, 1997, 
CFC charged off $2.1 related to the settlement of loans to two nonperforming
borrowers that had a total of $6.5 in loans outstanding at May 31, 1997.  
At August 31, 1997, CFC had no amounts outstanding to these two borrowers. 
In addition, $2.2 of loans to another borrower were moved to the 
nonperforming classification due to a missed debt service payment. 
CFC is currently meeting with this borrower to discuss the resolution 
of this situation.  CFC agreed to guarantee the lease payments related to 
a sale and leaseback of mine equipment by Blue Mountain Energy, a subsidiary 
of Deseret.  The guarantee totals $34.3 and amortizes monthly through 2007.   
During the quarter, CFC received a total of $33.4 from Deseret, $25.1 from 
the sale of the mine equipment and $8.3 from the quarterly payment due under 
the ORA on June 30.  CFC paid out a total of $15.7 related to obligations 
guaranteed for Deseret during the quarter.  The total amount guaranteed by 
CFC at August 31, 1997, $323.4 represents and increase of $31.6 over 
the balance of 291.8 at May 31, 1997.  The increase was due to the guarantee 
of $34.3 in mine equipment lease payments for Blue Mountain Energy offset 
by a reduction of $2.7 of principal repayments on the obligations during 
the quarter.  To date, Deseret has made all required payments under the ORA.

					17


<PAGE>


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, 1997, CFC achieved a Times Interest Earned Ratio (TIER) 
of 1.12.  This is the same as the 1.12 TIER for the three months ended 
August 31, 1996.  Management has established a 1.10 TIER as its 
operating  target.

Operating income for the three months ended August 31, 1997, was $150.5, an 
increase of $16.2 from the prior year period. The increase in operating 
income was due to a positive volume variance of $17.5 and a negative rate 
variance of $1.3. Average loans outstanding increased by $1,056.0 while the 
average yield decreased by 6 basis points from the prior year period.  For 
the three months ended August 31, 1997, average loans outstanding were 
$9,125.5 and the average yield was 6.54%, compared to average loans 
outstanding of $8,069.5 and an average yield of 6.60% for the three months 
ended August 31, 1996.  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, 1997, totaled 
$127.8, an increase of $16.9 from the prior year.  The increase was due 
to a positive volume variance of $14.5  and a positive rate variance of 
$2.4.  The average interest rate on funds used by CFC at August 31, 1997, 
was 5.56%, an increase of 11 basis points compared to the average rate of 
5.45% at August 31, 1996.  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, 1997 and 1996, general and 
administrative expenses totaled $5.3 and $4.4, respectively.  General 
and administrative expenses for the three months ended August 31, 1997 
and 1996 represented 23 basis points and 22 basis points, respectively, 
of average loan volume. The provision for loan and guarantee losses for 
the three months ended August 31, 1997, totaled $8.3 or 36 basis points, 
compared to the prior year total of $6.8 or 33 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.

On August 12, 1997, CFC sold 23.5 acres of land adjacent to its headquarters
building realizing a gain of $4.9 on the sale.

Overall, CFC's net margins for the three months ended August 31, 1997, 
totaled $14.6, an increase of $1.8 from the prior year period total of $12.8.

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 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.

					18

<PAGE>

At August 31, 1997, CFC had $5,050.0 in available bank credit, $2,275.0 of 
which is available through November 27, 2001, $2,275.0 is available through 
November 25, 1997 and $500.0 is available through November 26, 1997.  As of 
August 31, 1997, CFC was in compliance with all covenants and conditions 
to borrowing and there were no amounts outstanding under such agreements.

As of August 31, 1997, CFC had shelf registrations for Collateral Trust Bonds 
and Medium-Term Notes of $600.0 and $183.3 respectively.  As of August 31, 
1997, CFC also had shelf registrations for Grantor Trust Certificates of 
$121.8 and $50.0 for Quarterly Income Capital Securities.  CFC anticipates 
increasing the amount of the MTN shelf registration during October 1997.

Member invested funds, including the loan and guarantee loss allowance, at 
August 31, 1997 and May 31, 1997, were $3,017.6 and $3,197.4 or 31.7% and 
34.7% 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 6.21 and 5.84 at August 31, 1997 and May 31, 1997, 
respectively. CFC calculates leverage as the ratio of total assets, less 
Members' Equity, less Members' Subordinated Certificates, less Quarterly 
Income Capital Securities, less funding for loans guaranteed by RUS, plus 
guarantees divided by the sum of Members' Equity, Members' Subordinated 
Certificates and Quarterly Income Capital Securities.  CFC's current leverage 
ratio is well below the limit authorized by its Board of Directors and 
revolving credit agreements.

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.

			  Interest-Rate Gap Analysis
			  (Fixed Assets/Liabilities)
			     As of August 31, 1997

<TABLE>
<CAPTION>

			 FY 98    FY 99-00  FY 01-02  FY 03-07 FY 08-17   FY 18+     Total
<S>                      <C>       <C>       <C>       <C>       <C>      <C>        <C>
Assets:
  Loan Amortization                                     
    and repricing        $285.3    $ 723.3   $ 666.6   $ 817.1   $ 754.9   $ 289.4   $3,536.6

Total Assets             $285.3    $ 723.3   $ 666.6   $ 817.1   $ 754.9   $ 289.4   $3,536.6

Liabilities and Equity:
  Long-Term Debt         $194.5    $ 319.0   $ 358.3   $ 624.8   $  52.1   $ 450.0   $1,998.7
  Subordinated 
    Certificates            3.6        7.1     219.1     247.3     418.2      74.0      969.3
  Equity                      -      125.2      19.2      15.0      50.0         -      209.4

Total Liabilities 
    and Equity           $198.1    $ 451.3   $ 596.6   $ 887.1   $ 520.3   $ 524.0   $3,177.4

Gap *                   $  87.2    $ 272.0   $  70.0   $ (70.0)  $ 234.6   $(234.6)  $  359.2

Cumulative Gap          $  87.2    $ 359.2   $ 429.2   $ 359.2   $ 593.8   $ 359.2
Cumulative Gap as a %
    of Total Assets        .93%      3.83%     4.57%     3.83%     6.33%     3.83%
</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 total assets.  CFC measures the matching of funds to assets 
by comparing 

				      19

<PAGE>

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, 1997, CFC had $285.3 in fixed rate assets amortizing or 
repricing and $198.1 in fixed rate liabilities maturing during the remainder 
of fiscal year 1998.  The difference, $87.2, represents the amount of CFC's 
assets that are not considered match-funded as to interest rate.  CFC's 
difference of $87.2 at August 31, 1997 represents .93% 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.

At August 31, 1997 and May 31, 1997, CFC was a party to interest rate exchange
agreements totaling $438.8 million.  CFC uses interest rate exchange 
agreements as part of its overall interest rate matching strategy.  
Interest rate exchange agreements are used when they provide CFC a lower 
cost of funding option or minimize interest rate risk.  CFC 
will only enter interest rate exchange agreements with highly rated 
financial institutions.  At both of the above dates, CFC was using interest 
rate exchange agreements to fix the interest rate on $238.8 million of its 
variable rate commercial paper.  CFC was also using interest rate exchange 
agreements at both dates to minimize the variance between the three 
month LIBOR rate at which $200.0 million of Collateral Trust Bonds and 
Medium-Term Notes were issued and CFC's variable commercial paper rate.  
All of CFC's derivative financial instruments were held for purposes other 
than trading.  CFC has not invested in derivative financial instruments 
for trading purposes in the past and does not anticipate doing so in the 
future.

				   20






<PAGE>

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 7 on June 11, 1997 - Filing of Underwriting Agreement for 
			6.70%, Collateral Trust Bonds, due 2002. 


								21
	

<PAGE>
						    Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


			
		NATIONAL RURAL UTILITIES
		COOPERATIVE FINANCE CORPORATION






		   /s/  Steven L. Lilly                                            
		  Chief Financial Officer             

October 10, 1997



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


October 10, 1997


				22


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the August
31, 1997, Form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER>  1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               AUG-31-1997
<CASH>                                          31,580
<SECURITIES>                                         0
<RECEIVABLES>                                  102,621
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             9,240,150
<PP&E>                                          33,905
<DEPRECIATION>                                   9,397
<TOTAL-ASSETS>                               9,382,149
<CURRENT-LIABILITIES>                        3,741,052
<BONDS>                                      4,067,273
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,448,824
<TOTAL-LIABILITY-AND-EQUITY>                 9,382,149
<SALES>                                        150,477
<TOTAL-REVENUES>                               156,008
<CGS>                                          127,779
<TOTAL-COSTS>                                  127,779
<OTHER-EXPENSES>                                 5,329
<LOSS-PROVISION>                                 8,250
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 14,650
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             14,650
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,650
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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