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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
District of Columbia 52-089-1669
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2201 Cooperative Way
Herndon, Virginia 20171
(Address of principal executive offices, including zip code)
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c), please check
the following box. [x]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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<S> <C>
7.375% Quarterly Income Capital Securities New York Stock Exchange
(Subordinated Deferrable Interest
Debentures Due 2047)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The Commission is respectfully requested to send copies of all notices,
orders and communications to:
MARK L. WEISSLER THOMAS R. BROME
MILBANK, TWEED, HADLEY & MCCLOY CRAVATH, SWAINE & MOORE
1 CHASE MANHATTAN PLAZA 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Quarterly Income Capital Securities (Subordinated Deferrable
Interest Debentures) (the "Debentures") to be registered hereunder are described
under the heading "DESCRIPTION OF THE CAPITAL SECURITIES" in the prospectus
supplement, dated August 26, 1998 (the "Prospectus Supplement") and under the
heading "DESCRIPTION OF DEBT SECURITIES" in the prospectus, dated June 5, 1998
(the "Prospectus"), in each case as filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended (the "Securities Act"), on August 28, 1998. The
Prospectus forms a part of registration statement No. 333-53847 (the
"Registration Statement"). The Registration Statement was filed with the
Commission pursuant to the Securities Act on May 28, 1998, and was declared
effective by the Commission on June 5, 1998. The aforementioned description in
the Prospectus Supplement and Prospectus is hereby incorporated by reference
into this Item 1.
Item 2. Exhibits.
1. Form of Indenture relating to debt securities of the registrant
(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K
filed October 28, 1996, and incorporated herein by reference).
2. Specimen of the Debentures (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed August 28, 1998, and incorporated
herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: August 28, 1998 NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
/s/ Steven L. Lilly
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Name: Steven L. Lilly
Title: Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
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