Pricing Supplement No.   44        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: 8/15/97             
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  determined  as if 10/31/94 was an Interest
Determination Date
Index Maturity:     3-Month
Base Rate(s):  Treasury Rate
If LIBOR, Designated LIBOR Page:
     [  ] LIBOR Reuters
     [  ] LIBOR Telerate
Index Currency:
Interest Reset Period:   Weekly
Interest Reset Dates:    Weekly
Spread (plus or minus):  0.36%
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: Merrill Lynch
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:  91213LEK7

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