Pricing Supplement No.   40        Rule 424 (b) (2)
DATED:    6/22/94        Registration No. 33-56196
(To Prospectus Supplement dated January 8, 1993, including the Prospectus dated
December 30, 1992)


$1,000,000,000
USL CAPITAL CORPORATION*
MEDIUM-TERM NOTES, SERIES C
Due from Nine Months to 30 Years from Date of Issue

Floating Rate Note  [x]       % Fixed Rate Note   [  ]
Global Security:    [x]  Yes       [  ] No
Principal Amount:   $25,000,000
Settlement Date:    7/1/94         Maturity Date: 7/1/99
Interest Accrual Date:   7/1/94

New Maturity Date(s): N/A               Notice of Renewal Date(s): N/A
Issue Price:   9965.00%

Specified Currency: U.S. Dollars
Exchange Rate Agent: N/A
Historical Exchange Rate: N/A
Redemption Dates: N/A
Redemption Price(s): N/A
Authorized Denominations ( if other than denominations of $1,000 and integral
multiples of $1,000 in excess thereof in U.S. Dollars): N/A

Repayment Date(s): N/A
Repayment Price(s): N/A
Interest Payment Period: Quarterly
Interest Payment Dates:  1st day of October, January, April, July

(Only applicable to Floating Rate Notes)
Initial Interest Rate:   To be calculated as if 6/29/94 were an Interest 
                         Reset Date

Index Maturity:     3-months
Base Rate(s):  Libor
If LIBOR, Designated LIBOR Page:
     [  ] LIBOR Reuters
     [x]  LIBOR Telerate
Index Currency:     U. S. Dollars
Interest Reset Period:   Quarterly
Interest Reset Dates:    1st day of October, January, April, July
Spread (plus or minus):  0.28%
Spread Multiplier:  N/A
Maximum Interest Rate:   N/A
Minimum Interest Rate:   N/A
Calculation Agent:  As provided in Prospectus Supplement

Original Issue Discount Note:
[  ] Yes       [x]  No
(Only Applicable to Original Issue Discount Notes):
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Method to Determine Yield to Maturity and Initial Accrual Period OID:

Trade Date:    6/22/94
Name of Agent: Lehman Brothers
Agent's Discount or Commission:         $87,500 
Net Proceeds to Company:      $24,912,500

[ ]  Agent is Acting as Agent for the Sale of Notes
     by the Company at a Price to the Public of 
     [  ] 100  % of Principal
     [  ] ___  % of Principal

[x]  Agent is Purchasing Notes from the Company as Principle
     for Resale to investors and Other Purchasers at:
     [  ] a fixed initial public offering price of
          100  % of the Principal Amount
     [  ] a fixed initial public offering price of
          ___  % of the Principal Amount
     [x]  varying prices relating to prevailing market prices
          at time of resale to be determined by Agent

Cusip Number:  91213LEF8

Additional Terms:

*On November 12, 1993 United States Leasing International, Inc. changed 
 its name to USL Capital Corporation.