Pricing Supplement No.   43        Rule 424 (b) (2)
DATED:    10/26/94       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:    11/2/94        Maturity Date: 11/4/96
Interest Accrual Date:   11/2/94        

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:  2nd day of February, May, August, November**

(Only applicable to Floating Rate Notes)               
     Initial  Interest  Rate:  To be  calculated  as if November 2, 1994 were an
Interest Reset Date
               
Index Maturity:     N/A       
Base Rate(s):  Federal Funds       
If LIBOR, Designated LIBOR Page:             
     [  ] LIBOR Reuters  
     [  ] LIBOR Telerate 
Index Currency:               
Interest Reset Period:   Daily          
Interest Reset Dates:    Daily          
Spread (plus or minus):  0.20%          
Spread Multiplier:  N/A       
Maximum Interest Rate:   N/A       
Minimum Interest Rate:   N/A       
Calculation Agent:  As provided in the 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:    10/26/94
Name of Agent: Goldman, Sachs & Co.
Agent's Discount or Commission:         $43,750 
Net Proceeds to Company:      $24,956,250 

[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:  91213LEJ0

Additional Terms:
     * On November 12, 1993 United States Leasing  International,  Inc.  changed
its name to USL Capital Corporation.
     ** Notwithstanding the terms of the Prospectus Supplement,  interest on the
Notes  will  include  accrued  interest  as if the  Interest  Reset  Period  was
quarterly, (i.e., include accrued interest to but excluding the Interest Payment
Date).  The "Interest  Determination  Date" pertaining to an Interest Reset Date
for all purposes of this Note will be the first Business Day next preceding such
Interest  Payment  Date,  unless the  Interest  Reset  Date is also an  Interest
Payment Date, in which case the Interest  Determination  Date will be the second
Business Day next preceding such Interest Reset Date.