Pricing Supplement No.   42        Rule 424 (b) (2)                   
DATED:    7/22/94        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:   "$50,000,000 "                          
Settlement Date:    7/29/94        Maturity Date: 7/29/96             
Interest Accrual Date:   7/29/94                            

New Maturity Date(s): N/A               Notice of Renewal Date(s): N/A     

Issue Price:   100.00%             

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:  "29th day of July, October, January, April"            

(Only applicable to Floating Rate Notes)                                   
Initial Interest Rate:   To be calculated as if 7/29/94 were 
                         an Interest Reset Date  
                         
                                   
Index Maturity:     3-month                            
Base Rate(s):  Libor                              
"If LIBOR, Designated LIBOR Page:"                               
     [  ] LIBOR Reuters                      
     [x]  LIBOR Telerate                     
Index Currency:                                   
Interest Reset Period:   Quarterly                          
Interest Reset Dates:    "29th day of July, October, January, April"            
               
Spread (plus or minus):  0.15%                              
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:    7/22/94             
Name of Agent: "Lehman Brothers, Inc."            
Agent's Discount or Commission:         "$87,500 "          
Net Proceeds to Company:      "$49,912,500 "      

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

[  ] 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
     [  ] varying prices relating to prevailing market prices    
          at time of resale to be determined by Agent  

Cusip Number:  91213LEH4      

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