Pricing Supplement No. 4  Rule 424 (b) (2)
DATED:  3/22/95  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 [  ]
7.76% Fixed Rate Note[x]
Global Security: [x]Yes  [  ]No
Principal Amount:  $10,000,000 
Settlement Date: 3/29/95
Maturity Date: 3/29/02
Interest Accrual Date: 3/29/95

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: 3/22/95
Name of Agent: First Chicago Capital Markets, Inc.
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:  90330QAD6

Additional Terms:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


             Price to               Commission (1)       Proceeds to
             Public                                      Company (1)(2)

Per Note     100.00%                .400%                99.60%
Total        $10,000,000            $40,000              $9,960,000


(1)     The Company has appointed First Chicago Capital Markets, Inc., as its
        agent in connection with the Notes offered hereby and will pay a       
        commission to First Chicago Capital Markets, Inc. in the form of a     
        discount equal to .400% of the principal amount of the Notes.  The     
        Company has agreed to indemnify First Chicago Capital Markets, Inc.    
        against certain liabilities, including liabilities under the           
        Securities Act of 1933.

(2)     Before deducting other expenses payable by the Company estimated to be
        $6,500.

        For purposes of the accompanying Prospectus Supplement and Prospectus,
references to the Agents shall be deemed to include First Chicago Capital
Markets, Inc., unless the context requires otherwise, except that Orrick,
Herrington & Sutcliffe is not acting as counsel to First Chicago Capital
Markets, Inc.


                           FIRST CHICAGO CAPITAL MARKETS, INC.