<TABLE>
<CAPTION>
Effective Annual Yield if
Interest Compounded
Quarterly
Interest Rate and Paid Annually
Note Maturity Per Annum or at Maturity
------------ ------------- ----------------------
<S> <C> <C> <C>.
1 Year 5.75% 5.88%
SUPPLEMENT 2 Years 5.80% 5.93%
DATED 3 Years 5.95% 6.08%
DECEMBER 11, 1995 4 Years 6.00% 6.14%
5 Years 6.10% 6.24%
</TABLE>
$1,000 MINIMUM PURCHASE
-----------------------
<PAGE>
<NEW PAGE>
FINANCIAL INFORMATION AS OF SEPTEMBER 30, 1995
The following summary of certain consolidated financial information
supplements the corresponding information set forth on Page S-2 and
is principally derived from the Company's Annual Report on Form
10-K for the year ended December 31, 1994 and its Quarterly Report
on Form 10-Q for the nine months ended September 30, 1995 to which
reference should be made for the detailed information and financial
information contained therein (Dollar Amounts are in Millions):
<TABLE>
<CAPTION>
Nine Months Ended
or at September 30
1994 1995
(Unaudited)
<S> <C> <C>
Revenue $ 3,188.7 $ 3,995.7
Earnings Before Provision for Income Taxes $ 644.8 $ 736.2
Net Earnings $ 399.8 $ 463.9
Finance Receivables (net of unearned
finance income and allowance for losses) $28,923.1 $34,224.9
Stockholder's Equity $ 2,693.7 $ 3,215.1
Ratio of Earnings to Fixed Charges 1.49 1.57
</TABLE>
Recent Development
On October 12, 1995, Ford Motor Company ("Ford"), the indirect parent
corporation of the Company, announced that it is reviewing possible strategic
actions with respect to its Financial Services Group, which actions could
include a partial sale of the Company. If such sale is consummated, the
Company would no longer be wholly owned by Ford.
