NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/
10-Q, 1997-04-14
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE> 1

				 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 February 28, 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 23

<PAGE> 2

	 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
	
			 COMBINED BALANCE SHEETS

		      (Dollar Amounts In Thousands)


			       A S S E T S


					(Unaudited)
				     February 28, 1997    May 31, 1996

Cash                                    $    26,995       $    31,368

Certificates of Deposit                           -            25,000 

Debt Service Investments                    157,197            40,907

Loans To Members, net                     8,532,851         7,728,271

Receivables                                  96,485            84,600

Fixed Assets, net                            33,481            33,576

Debt Service Reserve Funds                  103,490           102,512

Other Assets                                 13,939             7,855 

	Total Assets                    $ 8,964,438       $ 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)
				     February 28, 1997   May 31, 1996

Notes Payable, due within one year       $3,398,405        $2,471,552

Accounts Payable                             32,997            16,591

Accrued Interest Payable                     60,614            40,819

Long-Term Debt                            3,855,805         4,033,881

Other Liabilities                             3,510            13,921

Quarterly Income Capital Securities         125,000                 - 

Commitments, Guarantees and Contingencies 

Members' Subordinated Certificates:
   Membership subscription certificates     645,449           638,440
   Loan & guarantee certificates            580,162           569,244

   Total Members' Subordinated 
	     Certificates                 1,225,611         1,207,684

Members' Equity                             262,496           269,641

    Total Members' Subordinated 
    Certificates & Members' Equity        1,488,107         1,477,325

Total Liabilities and Members' Equity  $  8,964,438      $  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 and Nine Months Ended February 28, 1997 and February 29, 1996

<TABLE>
<CAPTION>

						    Quarters Ended                        Nine Months Ended
					  February 28, 1997  February 29, 1996  February 28, 1997  February 29, 1996
<S>                                             <C>               <C>                <C>                <C>
Operating Income-Interest on loans to members   $142,562          $126,269           $417,062           $373,197
Less-cost of funds allocated                     122,319           108,121            352,068            317,698

	Gross operating margin                    20,243            18,148             64,994             55,499

Expenses:  
   General, administrative and loan processing     5,401             4,803             15,062             13,342
   Provision for loan and guarantee losses             -             1,875             10,000              7,555

	Total expenses                             5,401             6,678             25,062             20,897

	Operating margin                          14,842            11,470             39,932             34,602

Nonoperating Income                                  700             1,311              2,033              3,058

Net Margins                                     $ 15,542          $ 12,781           $ 41,965           $ 37,660

</TABLE>


		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 February 28, 1997 and February 29, 1996
<TABLE>           
<CAPTION>
											    Patronage Capital
												Allocated           
								  Educa-      Unal-       General
						   Member-        tional     located      Reserve
					Total        ships         Fund      Margins        Fund       Other

Quarter Ended February 28, 1997       <C>         <C>          <C>          <C>          <C>          <C>
    Balance at November 30, 1996      $246,941    $  1,448     $    534     $ 28,712     $    366     $215,881
    Retirement of patronage capital          -           -            -            -            -            -
    Net Margins                         15,542           -            -       15,542            -            -    
    Other                                   13          13            -            -            -            - 
Balance at February 28, 1997          $262,496    $  1,461     $    534     $ 44,254     $    366     $215,881



Quarter Ended February 29, 1996
    Balance at November 30, 1995      $248,021    $  1,402     $    429     $ 27,168     $    346     $218,676
    Retirement of patronage capital          -           -            -            -            -            -
    Net Margins                         12,781           -            -       12,781            -            -
    Other                                   12          12            -            -            -            -
Balance at February 29, 1996          $260,814    $  1,414     $    429     $ 39,949     $    346     $218,676

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

<PAGE> 6
<TABLE>                                                           (UNAUDITED)

	      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		  COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

			    (Dollar Amounts in Thousands)

	 For the Nine Months Ended February 28, 1997 and February 29, 1996
<CAPTION> 
                                                                                            Patronage Capital
		                                                                                               Allocated
								                                                          Educa-       Unal-       General
						                                             Member-        tional      located      Reserve
                                  					Total        ships          Fund      Margins        Fund        Other
<S>                                    <C>         <C>          <C>          <C>          <C>          <C>
Nine Months Ended February 28, 1997
    Balance at May 31, 1996            $269,641    $  1,424     $    476     $  2,289     $    501     $264,951
    Retirement of patronage capital     (50,963)          -            -            -         (135)     (50,828)
    Net Margins                          41,965           -            -       41,965            -            -
    Other                                 1,853          37           58            -            -        1,758 
Balance at February 28, 1997           $262,496    $  1,461     $    534     $ 44,254     $    366     $215,881



Nine Months Ended February 29, 1996
    Balance at May 31, 1995            $270,221    $  1,383     $    375     $  2,289     $    498     $265,676
    Retirement of patronage capital     (48,313)          -            -            -         (152)     (48,161)
    Net Margins                          37,660           -            -       37,660            -            -
    Other                                 1,246          31           54            -            -        1,161
Balance at February 29, 1996           $260,814    $  1,414     $    429     $ 39,949     $    346     $218,676

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










<PAGE> 7
<TABLE>

								(UNAUDITED)

	   NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		      COMBINED STATEMENTS OF CASH FLOWS

			 (Dollar Amounts In Thousands)

     For the Nine Months Ended February 28, 1997 and February 29, 1996
<C>                                                             <C>          <C>
								     1997         1996 
Cash Flows From Operating Activities:
Accrual basis net margins                                         $ 41,965    $  37,660
Add (deduct):
  Provision for loan and guarantee losses                           10,000        7,555
  Depreciation                                                         904          953
  Amortization of deferred income                                   (7,969)      (7,232)
  Amortization of bond issuance costs                                1,375        1,543
Add (deduct) changes in accrual accounts:
 Receivables                                                        (4,440)      10,012
 Accounts payable                                                   16,406       (1,271)
 Accrued interest payable                                           19,795       12,660
 Other                                                             (13,221)      (5,816)

   Net cash flows provided by operating activities                  64,815       56,064

Cash Flows From Investing Activities:
 Advances made on loans                                         (2,832,150)  (2,799,225)
 Principal collected on loans                                    2,017,570    2,047,751
 Investments in fixed assets                                          (809)       2,110

    Net cash flows used in investing activities                   (815,389)    (749,364)

Cash Flows From Financing Activities:
  Notes payable, Net                                               364,677      456,863
  Certificates of Deposit, Net                                      25,000      (38,000)
  Debt service Investments, Net                                   (116,290)      (7,320)
  Proceeds from issuance of Long-Term Debt                         833,796      543,070
  Payments for retirement of Long-Term Debt                       (449,925)    (180,875)
  Proceeds from issuance of Quarterly Income Capital Securities    125,000            -
  Proceeds from issuance of Members' Subordinated Certificates      22,228       14,113
  Payments for retirement of Members' Subordinated Certificates    (12,936)     (15,335)
  Payments for retirement of patronage capital                     (45,349)     (46,152)

   Net cash flows provided by financing activities                 746,201      726,364

Net Cash Flows                                                      (4,373)      33,064
Beginning Cash and Cash Equivalents                                 31,368       26,309

Ending Cash and Cash Equivalents                                $   26,995   $   59,373

Supplemental Disclosure of Cash Flow Information:
Cash paid during nine months for Interest Expense               $  337,074   $  307,603
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.



<PAGE> 8

	      NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		       Notes to Combined Financial Statements

1.      General Information

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

CFC's 1,054 members as of February 28, 1997, included 907 rural electric 
utility system members ("Utility Members"), virtually all of which are 
consumer-owned cooperatives, 74 service members and 73 associate members.  
The Utility Members included 842 distribution systems and 65 generation 
and transmission systems operating in 46 states and U.S. territories.  
At December 31, 1995, CFC's member systems served approximately 11.5 
million consumers, representing service to an estimated 27.7 million 
ultimate users of electricity.

Rural Telephone Finance Cooperative ("RTFC") was incorporated as a 
private cooperative association in the State of South Dakota in 
September, 1987.  RTFC is a controlled affiliate of CFC and was created 
for the purpose of providing, securing and arranging financing for 
its rural telecommunication members and affiliates. RTFC's results of 
operations and financial condition have been combined with those of CFC 
in the accompanying financial statements.  As of February 28, 1997, RTFC 
had 455 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 February 28, 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 February 28, 1997 and 
May 31, 1996, and the combined results of operations, cash flows and 
changes in members' equity for the nine months ended February 28, 1997 
and February 29, 1996.

The Notes to Combined Financial Statements for the years ended May 31, 1996 
and 1995 should be read in conjunction with the accompanying financial 
statements. (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  
apply to loans that are, or become impaired, based on the provisions of 
FASB Statement No. 114, or that have certain restructuring agreements 
executed on, or after the implementation date.  CFC has implemented 
these statements.  The implementation of these statements did not have 
a material impact on CFC's financial statements.

<PAGE> 9
CFC has implemented FASB Statement No. 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  The CFC investments covered 
by this statement, at February 28, 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.

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.  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 February 28, 
1997, 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 
$1,865.7 million and $1,465.5 million as of February 28, 1997 and 
May 31, 1996, respectively.  RTFC's net margins are allocated to RTFC's 
borrowers.  Summary financial information relating to RTFC is presented 
below:
<TABLE>
<CAPTION>
						    (Unaudited)
						   At February 28,    At May 31,
(Dollar Amounts In Thousands)                            1997            1996     
<S>                                                   <C>          <C>
 Outstanding loans to members and their affiliates    $1,077,297   $   975,269
 Total assets                                          1,184,834     1,079,920
 Notes payable to CFC                                  1,068,118       966,690
 Total liabilities                                     1,077,175       981,790
 Members' Equity and Subordinated Certificates           107,659        98,130

							      (Unaudited)
						     For the Nine Months Ended 
(Dollar Amounts In Thousands)                      February 28, 1997     February 29, 1996  

 Operating income                                      $  52,945      $ 48,384
 Net margins                                               2,054         2,074

</TABLE>



<PAGE> 10
<TABLE>
<CAPTION>
Summary financial information relating to GFC is presented below:   (Unaudited)
	At February 28, At May 31,
(Dollar Amounts In Thousands)            1997            1996      
<S>                                  <C>             <C>   
 Outstanding loans to members        $  135,220      $  411,373
 Total assets                           143,128         429,177
 Notes payable to CFC                   136,960         415,414
 Total liabilities                      141,425         427,079
 Members' Equity                          1,703           2,098

					     (Unaudited)
				      For the Nine Months Ended
(Dollar Amounts In Thousands)    February 28, 1997   February 29, 1996 
 
Operating income                     $   18,515        $ 21,511
Net margins                               1,610           1,913   
</TABLE>
Unless stated otherwise, references to CFC relate to CFC, RTFC and 
GFC on a combined basis.

2.      Debt Service Account

	A provision of the 1972 Indenture between CFC and 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 February 28, 1997 and May 31, 1996, mortgage notes 
	representing approximately $1,454.8 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 February 28, 1997 and May 31, 
	1996 were $1,299.2 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 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. 
	
<PAGE> 11
	Activity in the allowance account is summarized as follows for the 
	nine months ended February 28, 1997 and the year ended May 31, 1996.

					   February 28,      May 31,
(Dollar Amounts in Thousands)                 1997            1996   

   Beginning Balance                        $218,047        $205,596
   Provision for loan and guarantee losses    10,000          12,451
   Ending Balance                           $228,047        $218,047

Total Loan and Guarantee Loss Allowance
   As a Percentage of:

   Total Loans                                 2.60%           2.74%
   Total Loans and Guarantees                  2.10%           2.14%
   Total Nonperforming and Restructured Loan  59.89%          92.88%

	The decline in nonperforming and restructured loan percentage is 
	due to the purchase of certain RUS notes related to troubled 
	borrowers as discussed in Note 11.

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 February 28, 1997, CFC had three revolving credit agreements 
	totaling $4,835.0 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 $4,335.0 million 
	were executed with 49 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 $2,167.5 million until November 26, 
	2001 (the "five-year facility"), and $2,167.5 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 .09 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 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.

<PAGE> 12

	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 nine 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 February 28, 1997 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 
	February 28, 1997 and May 31, 1996, CFC classified $2,167.5 million  
	and $2,730.0 million, respectively, of its notes payable outstanding 
	as long-term debt.  CFC expects to maintain more than $2,167.5 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 February 28, 1997 and May 31, 1996, CFC had unadvanced loan 
	commitments, summarized by type of loan, as follows:

	(Dollar Amounts In Thousands)    February 28, 1997    May 31, 1996

	Long-term                             $1,881,738      $1,578,658
	Intermediate-term                        347,327         288,570
	Short-term                             3,273,736       3,199,364
	Telecommunications                       788,359         490,283
	Associate Member                          30,387          54,664
	Non-performing                            20,000               -
	Total unadvanced loan commitments     $6,341,547      $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 allocation for fiscal
	year 1996.  RTFC retired $5.9 million in February 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> 13
9.      Guarantees

	As of February 28, 1997 and May 31, 1996, CFC had guaranteed the 
	following contractual obligations of its members:



	(Dollar Amounts In Thousands)   February 28, 1997      May 31, 1996

	Long-term tax-exempt bonds (A)      $1,196,715          $1,317,655
	Debt portions of leveraged 
	   lease transactions (B)              418,939             432,516
	Indemnifications of tax 
	   benefit transfers (C)               342,807             363,702
	Other guarantees (D)                   134,307             135,567
	 Total guarantees                   $2,092,768          $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, $1,047.1 million and $1,168.9 million as of 
	     February 28, 1997 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 February 28, 1997 and May 31, 1996, CFC had unconditionally 
	     guaranteed commercial paper, along with the related interest 
	     rate exchange agreement, issued by NCSC of $34.0 million and 
	     $34.7 million, respectively.

<PAGE> 14
10.     Interest Rate Exchange Agreements

	The following table lists the notional principal amounts of CFC's 
	interest rate exchange agreements at February 28, 1997 and May 31, 
	1996:
	(Dollar Amounts in Thousands)
						 Notional Principal Amount
	    Maturity Date                February 28, 1997       May 31, 1996
	  August 1996 (1)               $            0            $   30,000
	  September 1996 (2)                         0               150,000
	  February 1997 (1)                          0                35,000
	  February 1997 (1)                          0                40,000
	  February 1997 (1)                          0                25,000
	  February 1998 (2)                     50,000                50,000
	  November 1999 (2)                     50,000                     0
	  November 1999 (2)                     50,000                     0
	  November 1999 (2)                     50,000                     0
	  January 2000 (1)                      52,851                     0
	  January 2001 (1)                      42,749                     0
	  October 2004 (1)                      43,200                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                        $438,800              $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.

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


11.     Contingencies

	(A)     At February 28, 1997 and May 31, 1996, nonperforming loans 
		in the amount of $6.5 million and $25.3 million, respectively,
		were on a nonaccrual basis with respect to interest income.
		At February 28, 1997 and May 31, 1996, the total amount of 
		restructured debt was $374.3 million and $209.4 million, 
		respectively.  CFC elected to apply all principal and 
		interest payments received against principal outstanding on 
		restructured debt of $370.2 million and $157.1 million, 
		respectively.

<PAGE> 15
	(B)     Out of the $380.8 million and $234.7 million of loans 
		described in footnote 11(A) at February 28, 1997 and May 31, 
		1996, respectively, CFC has classified $376.7 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 $121.0 million and $160.9 million of the loan and 
		guarantee loss allowance to such impaired loans.   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
		no interest income on loans classified as impaired during the
		nine months ended February 28, 1997.  All payments received 
		were applied as a reduction of principal.  The average 
		recorded investment in impaired loans for the nine months 
		ended February 28, 1997 was $319.5 million.


	(C)     The Plan in Reorganization for Wabash Valley Power Association
		(WVPA) was effective on December 31, 1996.  Under the Plan, 
		CFC received $4.9 million of cash payments under the various 
		components of the Wabash Plan.  CFC also offset $9.9 million 
		of maturing commercial paper investments held in escrow, 
		Subordinated Certificates and patronage capital, for a cash 
		total of $14.8 million.  CFC also received a combination of 
		secured and unsecured promissory notes at market rates 
		totaling $13.4 million for a total of $28.2 million. These 
		notes have been classified as performing and will accrue 
		interest at CFC's intermediate-term interest rate.

		CFC and RUS entered into a separate agreement in May 1988, 
		under which they have agreed to allocate among themselves all 
		post-petition, pre-confirmation payments by Wabash on debt 
		secured by the joint RUS/CFC mortgage. CFC and RUS are 
		currently in the process of determining the amount of payment 
		due from CFC to RUS.

		CFC believes that it has adequately reserved for any potential 
		losses related to Wabash.

	(D)     Deseret failed to make the payments required under the 
		Agreement Restructuring Obligations, (the "ARO") during 1995.
		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 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 recission
		or equitable subordination of CFC's interest in the Bonanza 
		Plant.  No trial date has been set.

		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 and no event of default occurs thereunder, then on 
		December 31, 2025, CFC has agreed to forgive any amounts 
		owed by Deseret to CFC, comprising CFC Debt.
		
		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  $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.
<PAGE> 16
		From January 1, 1989 through February 28, 1997, CFC has funded
		$170.4 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 February 28, 1997, CFC had 
		approximately $662.1 million in current credit exposure to 
		Deseret consisting of $370.2 million in secured loans and 
		$291.9 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 $23.1 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 
		$263.7 million of bonds issued in a $655 million leveraged 
		lease financing of the Bonanza Plant in 1985.  RUS is now 
		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.

		CFC believes that given its analysis of Deseret's cashflow 
		projections, it has adequately reserved for any potential 
		loss on its loans and guarantees to Deseret.

	E)      On September 13, 1996, CFC advanced $235.0 million to Soyland 
		for the purpose of repaying its RUS obligations at a 
		significant discount.  This loan will amortize over a five 
		year term.  As a condition to this advance, the distribution 
		members of Soyland agreed to guarantee repayment to CFC of 
		$117.5 million.  RUS is also responsible for the repayment 
		of $350.7 million of Soyland loans held by grantor trusts and 
		serviced by CFC.

		As of February 28, 1997, CFC had $267.3 million of loans 
		outstanding to Soyland.  All of these loans have been 
		classified as performing and are on full accrual status with 
		respect to interest income.  On November 1, 1996, the $47.1 
		million loan to Soyland that had previously been classified 
		as restructured was reclassified as performing and placed on 
		accrual status with respect to the recognition of interest 
		income.

		CFC believes that it is adequately reserved for any potential 
		loss on its loans to Soyland.     

12.     Loans Guaranteed by RUS

	At February 28, 1997, CFC held $138.0 million in Trust Certificates 
	related to the refinancing of Federal Financing Bank loans, a 
	decrease of $278.6 million from $416.6 million at May 31, 1996.  
	The decrease is primarily due to the prepayment of $263.2 million 
	of the loans on February 13, 1997 by RUS.  These Trust Certificates 
	are supported by payments from certain CFC power supply members whose
	payments are guaranteed by RUS. 

<PAGE> 17
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 nine months ended February 28, 1997, CFC's total assets increased 
by $910.3 or 11.3% to $8,964.4 from $8,054.1 at May 31, 1996, primarily due 
to an increase of $804.6 in net loans outstanding and an increase of $116.3 
in the debt service account.  Changes to the loan portfolio included 
increases of $572.7 in long-term loans, $162.3 in short-term loans, $146.2 
in restructured loans and $212.1 in intermediate-term loans partially offset 
by a decrease of $278.7 to loans guaranteed by RUS,[SV1] due to the prepayment
of $263.2 by RUS.  Long-term loan activity consisted primarily of $862.4 in 
advances and $324.0 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.  

Net loans to members represented 95% of total assets at February 28, 1997 and
96% at May 31, 1996.  Long-term loans represented 86% of gross loans at 
February 28, 1997 and 86% at May 31, 1996.  Fixed rate loans represented 38% 
of gross loans at February 28, 1997 and 38% at May 31, while the remaining 
loans carry a variable rate that may be adjusted monthly or semi-monthly.  
At February 28, 1997, $797.7 or  9.1 % of gross loans were unsecured, 
compared to $767.1 or 9.7% at May 31, 1996. The $797.7 of unsecured loans 
at February 28, 1997 included $119.2 of temporarily unsecured loans for RUS 
note buyouts.  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 February 28, 1997, CFC had provided $2,092.8 in guarantees, a decrease of 
$156.6 from the $2,249.4 at May 31, 1996. The decrease to guarantees was 
primarily due to replacement of CFC as guarantor of the $102.0 pollution 
control guarantee for Tri-State and 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 February 28, 1997, CFC had unadvanced loan commitments of $6,341.5, 
an increase of $703.8 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 nine months ended February 28, 1997, CFC's total liabilities and 
Members' Equity increased by $910.3 or 11.3% to $8,964.4 from $8,054.1 at May
31, 1996. The increase was primarily due to increases of $926.8 in notes 
payable, $16.5 of accounts payable, $19.8 in interest payable, $10.8 in 
Members' Equity and Certificates and the issuance of $125.0 of Quarterly 
Income Capital Securities offset by a decrease of $178.1 of long-term debt.

The notes payable increase was due to the increase of $401.8 in Dealer 
Commercial Paper and the reclassification of $150.0 in Collateral Trust Bonds
maturing February 15, 1998.  The Member Commercial Paper balance at February 
28, 1997 represents a 6.2% decrease over the May 31, 1996 balance.  The 
long-term debt decrease was due to the decrease of $562.5 in the Commercial 
Paper supported by revolving credit agreements, offset by an increase of 
$299.8 in long-term Collateral Trust Bonds and an increase of $84.6 in 
Medium-Term Notes.  This fiscal year, CFC has averaged about $18.8 in 
Medium-Term Note sales to members each month.  The increase in Members' 
Equity and certificates was due to the issuance of Subordinated 
<PAGE> 18
Certificates on new loans and the year to date net margin offset by the 
retirement of patronage capital.  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.

At February 28, 1997, CFC had loans outstanding in the amount of $6.5 
classified as nonperforming and $374.3 classified as restructured.  All 
nonperforming loans and $370.2 of restructured loans were on a non-accrual 
basis with respect to interest income.    As of February 28, 1997, CFC has 
classified $376.7 of loans outstanding as impaired with respect to the 
provisions of FASB Statement No. 114.  At February 28, 1997, CFC has 
allocated $121.0 of the loan and guarantee loss allowance to such impaired 
loans.  During the nine months ended February 28, 1997, the amount of loans 
classified as impaired increased by $146.3.  This increase was due to the 
purchase of the RUS claims against Deseret for $183.5 (total purchase amount
of $238.5 less participations sold to members of $55.0), the resolution of 
the uncertainty related to the $47.1 loan to Soyland which was reclassified 
as performing, advances of $14.1 related to CFC's guarantee of Deseret's 
obligations and $4.2 of payments received on loans classified as impaired.  
While the balance of loans classified as impaired increased, the amount of 
the loan and guarantee loss reserve allocated to these loans decreased from 
$160.9 at May 31, 1996 to $121.0 at February 28, 1997.  This decrease was due
to the  reduction to the amounts reserved for Wabash and Soyland, which was 
larger than the required additions for other impaired loans based on the 
provisions of FASB Statement No. 114.  CFC has applied all payments received 
on impaired loans as a reduction to principal outstanding.

The allowance for loan and guarantee losses increased by $10.0 to $228.0 at 
February 28, 1997 from $218.0 at May 31, 1996.  At February 28, 1997, the 
loan and guarantee loss allowance represented 2.60% of gross loans, 2.10% 
of gross loans and guarantees, and 59.89% of nonperforming and restructured 
loans, compared to 2.74%, 2.14%, and 92.88% at May 31, 1996, 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 
February 28, 1997, management believes that the allowance for loan and 
guarantee losses is adequate to cover any portfolio losses which have 
occurred or may occur.

As of  February 28, 1997, CFC had advanced $1,220.2 to 81 members for the 
prepayment of RUS loans.  CFC estimates that this amount represented 89% of 
the total RUS prepayments.  Other lenders have lent 8% of the total and the 
remaining 3% was prepaid out of the members' internally generated funds.  As 
of February 28, 1997, CFC had approved loan applications for an additional 
$45.2 from 8 members for the purpose of prepaying their RUS notes.  In 
addition, there were $43.8 in loan prepayment applications pending at RUS.
As of February 28, 1997, RTFC had approved approximately $200 of loans for 
the purpose of financing Personal Communication Services ("PCS") systems. 
These loans will carry guarantees of an amount no less than 66% of principal 
from the equipment vendors and sponsoring telcos.  It is anticipated that 
these loans will begin closing during the fourth quarter of fiscal year 1997.

On October 16, 1996, Deseret and CFC entered into an 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 and no event of default occurs thereunder, then on December 31,
2025, CFC has agreed to forgive any amounts owed by Deseret to CFC, 
comprising the CFC Debt.

In connection with the ORA, on October, 16, 1996, CFC acquired all of 
Deseret's indebtedness in the outstanding principal amount of $740 from the 
RUS for the sum of $238.5.  As a result of the purchase, CFC holds a majority
of Deseret's outstanding debt.  Pursuant to a participation agreement dated 
October 16, 1996, the member systems of Deseret purchased from CFC, for $55, 
a participation interest in the RUS Debt.  CFC provided a total of $87.5 long 
term financing to the members of Deseret to finance the purchase of the 
participation interest in the RUS Debt and the buyout by the members of 
their respective debt to RUS.  These loans are secured by the assets and 
revenues of the member systems.   Each member of Deseret has the option to 
put its participation loan back to CFC after twelve years, provided that no 
event of default exists under the ORA and under such member's participation 
loan.
<PAGE> 19
As of  February 28, 1997, CFC had $662.1 in current credit exposure to 
Deseret, consisting of $370.2 in secured loans and $291.9 for guarantees of 
various direct and indirect obligations of Deseret.  All loans to Deseret are
on a nonaccrual status with respect to the recognition of interest income.  
All payments received from Deseret have been and will continue to be applied 
as a reduction to principal outstanding, at least until the uncertainty of 
the foreclosure trial has been resolved.

On December 31, 1996, CFC received $4.9 in cash payments under the various 
components of the Wabash Plan.  CFC also offset $9.9 in maturing commercial 
paper investments held in escrow, subordinated certificates and patronage 
capital, for a cash total of $14.8.  Under the Wabash Plan, CFC  also 
received a combination of secured and unsecured promissory notes at market 
rates totaling $13.4.  The cash and notes received were applied as repayment 
of the $17.7 loan.  

CFC and RUS entered into a separate agreement in May 1988, under which they 
have agreed to allocate among themselves all post-petition, pre-confirmation 
payments by Wabash on debt secured by the joint RUS/CFC mortgage.  CFC and 
RUS are currently in the process of determining the amount of payment, if 
any, due to either party.

On September 13, 1996, CFC advanced $235.0 to Soyland for the purpose of 
repaying its RUS obligations at a significant discount.    This loan will 
amortize over a 5 year term.   As a condition to this advance, the 
distribution members of Soyland agreed to guarantee repayment to CFC of 
$117.5.  RUS was responsible for the repayment of $617.8 of Soyland loans 
held by grantor trust and serviced by CFC.  On December 20, 1996, RUS made a 
scheduled principal payment of $3.9 on one of the trusts held in the variable
rate mode and held by CFC.  On February 13, 1997, RUS prepaid $263.2 of the 
loans which were in the variable rate mode and held by CFC.  Subsequent to 
the end of the quarter, on March 20, 1997, RUS repaid $257.0 of the fixed 
rate loans held by the trust.  As of the end of March 1997, RUS had an 
obligation to make principal and interest payments on a  total of $93.7. 

As of February 28, 1997, CFC had $267.3 of loans outstanding to Soyland.  All 
of these loans have been classified as performing and are on full accrual 
status with respect to interest income.  The balance outstanding on the loans
guaranteed by the Soyland distribution members at February 28, 1997 was 
$106.0 million.  On November 1, 1996, the $47.1 loan that had previously 
been classified as restructured was reclassified as performing.

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


Changes in the Results of Operations

CFC's net margins are subject to change as interest rates change. Therefore, 
CFC uses an interest coverage ratio, instead of the dollar amount of gross or 
net margins, as a primary performance indicator.  During the nine months 
ended February 28, 1997, CFC achieved a Times Interest Earned Ratio (TIER) of
1.12.  This is the same as the 1.12 TIER for the nine months ended February 
29, 1996.  Management has established a 1.10 TIER as its operating target.

Operating income for the nine months ended February 28, 1997, was $417.1, an 
increase of $43.9 from the prior year period. The increase in operating 
income was due to a positive volume variance of $59.0 offset by a negative 
rate variance of $15.1. Average loans outstanding increased by $1,181.2 while
the average yield decreased by 22 basis points from the prior year period.  
For the nine months ended February 28, 1997, average loans outstanding were 
$8,519.5 and the average yield was  6.55%, compared to average loans 
outstanding of $7,338.3 and an average yield of 6.77% for the nine months 
ended February 29, 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 nine months ended February 28, 1997, totaled 
$352.1, an increase of $34.4 from the prior year.  The increase was due to a 
positive volume variance of $54.0 offset by a negative rate variance of $19.6.
The average interest rate on funds used by CFC at February 28, 1997, was 
5.53%, a decrease of 24 basis points compared to the average rate of 5.77% at
February 29, 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.  CFC's average cost of funding is expected to increase 
due to the large volume of fixed rate debt issued towards the end of the 
second quarter.
<PAGE> 20
For the nine months ended February 28, 1997 and February 29, 1996, general 
and administrative expenses totaled $15.1 and $13.3, respectively. General 
and administrative expenses represented 24 basis points of average loan 
volume for the nine months ended February 28, 1997, and February 29, 1996.

The provision for loan and guarantee losses for the nine months ended 
February 28, 1997, totaled $10.0 or 16 basis points, compared to the prior 
year total of $7.6 or 14 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.

Overall, CFC's net margins for the nine months ended February 28, 1997, 
totaled $42.0, an increase of $4.3 from the prior year period total of $37.7.


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.

At February 28, 1997, CFC had $4,835.0 in available bank credit, $2,167.5 of 
which is available through November 27, 2001, $2,167.5 is available through 
November 25, 1997 and $500.0 is available through November 26, 1997.  As of 
February 28, 1997, CFC was in compliance with all covenants and conditions to 
borrowing and there were no amounts outstanding under such agreements.

As of February 28, 1997, CFC had shelf registrations for Collateral Trust 
Bonds and Medium-Term Notes of $700.0 and $330.8 respectively.  As of 
February 28, 1997, CFC also had shelf registrations for Grantor Trust 
Certificates of $121.8 and $125.0 for Quarterly Income Capital Securities.

Member invested funds, including the loan and guarantee loss allowance, at 
February 28, 1997 and May 31, 1996, were $3,117.8 and $3,204.3 or 34.28% 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 5.77 and 5.69 at February 28, 1997 and May 31, 1996, 
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.

<PAGE> 21
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  February 28, 1997



				FY 97     FY 98-99   FY 00-01   FY 02-06   FY 07-16    FY 17+      Total
<S>                            <C>        <C>        <C>        <C>        <C>         <C>        <C>
Assets:                                                                                         
Loan Amortization                                     
  and repricing                $ 47.5     $ 702.7    $ 597.0    $ 980.2    $ 636.6     $ 142.1    $3,106.1

Total Assets                   $ 47.5     $ 702.7    $ 597.0    $ 980.2    $ 636.6     $ 142.1    $3,106.1

Liabilities and Equity:
  Long-Term Debt               $190.0     $ 434.9    $ 300.6    $ 526.7    $ 152.2     $ 375.0    $1,979.4
  Subordinated Certificates       4.2        41.3      296.4      415.7      140.5        76.2       974.3
  Equity                            -       139.7          -       32.6       40.0           -       212.3

Total Liabilities and Equity   $ 194.2    $ 615.9    $ 597.0    $ 975.0    $ 332.7     $ 451.2    $3,166.0

Gap *                          $(146.7)   $  86.8    $   0.0    $   5.2    $ 303.9     $(309.1)   $  (59.9)

Cumulative Gap                 $(146.7)   $ (59.9)   $ (59.9)   $ (54.7)   $ 249.2     $ (59.9)
Cumulative Gap as a %
     of  Total Assets             1.64%       .67%      .67%       .61%      2.78%        .67%
</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 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 February 28, 1997, CFC had $47.5 in fixed rate assets amortizing or 
repricing and $194.2 in fixed rate liabilities maturing during the remainder 
of fiscal year 1997.  The difference, $146.7, represents the amount of CFC's 
assets that are not considered match-funded as to interest rate.  CFC's 
difference of $146.7 at February 28, 1997 represents 1.64% 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> 22
Part II 



Item 1, Legal Proceedings.
		None.

Item 2, Changes in Securities.
		None.

Item 3, Defaults upon Senior Securities.
		None.

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

Item 5, Other Information.
		None.       

Item 6,

	A.  Exhibits

		27  - Financial Data Schedules.

		

	B.  Reports on Form 8-K.

			None.           
	
	
<PAGE> 23
	
			 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/  Angelo M. Salera
	     Acting Chief Financial Officer 

April 14, 1997



	     /s/  Robert E. Geier  
	     Acting Controller (Principal Accounting Officer)


April 14, 1997






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the February
28, 1997 Form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAY-31-1997
<PERIOD-END>                               FEB-28-1997
<CASH>                                          26,995
<SECURITIES>                                         0
<RECEIVABLES>                                   96,485
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               280,677
<PP&E>                                          42,235
<DEPRECIATION>                                   8,754
<TOTAL-ASSETS>                               8,964,438
<CURRENT-LIABILITIES>                        3,492,016
<BONDS>                                      3,855,805
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,488,107
<TOTAL-LIABILITY-AND-EQUITY>                 8,964,438
<SALES>                                        417,062
<TOTAL-REVENUES>                               419,095
<CGS>                                          352,068
<TOTAL-COSTS>                                  352,068
<OTHER-EXPENSES>                                15,062
<LOSS-PROVISION>                                10,000
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 41,965
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             41,965
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    41,965
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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