Pricing Supplement No. 3  Rule 424 (b) (2)
DATED:  3/20/95  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 [  ] 
7.68% Fixed Rate Note [x]
Global Security: [x] Yes [  ] No
Principal Amount: $10,000,000 

Settlement Date: 3/27/95
Maturity Date: 3/27/02
Interest Accrual Date: 3/27/95
New Maturity Date(s): N/A
Notice of Renewal Date(s): N/A
Issue Price: 100%

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: Semi-Annually
Interest Payment Dates: 6/1,12/1

(Only applicable to Floating Rate Notes)
Initial Interest Rate:

Index Maturity:
Base Rate(s):

If LIBOR, Designated LIBOR Page:
[  ]LIBOR Reuters
[  ]LIBOR Telerate
Index Currency:
Interest Reset Period:
Interest Reset Dates:
Spread (plus or minus):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Calculation Agent:

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: 3/20/95
Name of Agent: Merrill Lynch
Agent's Discount or Commission: $40,000 
Net Proceeds to Company: $9,960,000 

[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: 90330QAC8

Additional Terms: