Pricing Supplement No.1  Rule 424 (b) (2)
DATED: 3/9/95 Registration No. 33-56839
(To Prospectus Supplement dated January 17, 1995, 
including the Prospectus dated December 21, 1994)


$900,000,000 
USL CAPITAL CORPORATION*
MEDIUM-TERM NOTES, SERIES D
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: 3/15/95 Maturity Date: 3/15/96
Interest Accrual Date: 3/15/95

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

Issue Price:

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:  15th day of June, September,
December, March

(Only applicable to Floating Rate Notes)
Initial Interest Rate: To be calculated as if March 15, 1995 
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):0.08%
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:  3/9/95
Name of Agent:  J. P. Morgan Securities, Inc.
Agent's Discount or Commission:  $50,000
Net Proceeds to Company:  $49,950,000 

[ ]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:  90330QAA2

Additional Terms: