Pricing Supplement No. 5  Rule 424 (b) (2)
DATED: 5/25/95  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: 6/2/95  Maturity Date: 6/2/97
Interest Accrual Date: 6/2/95

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: Quarterly
Interest Payment Dates: 2nd  day of June, September, December, March

(Only applicable to Floating Rate Notes)
Initial Interest Rate: To be calculated as if 6/2/95 were an Interest Reset Date

Index Maturity: 3-month
Base Rate(s): Libor
If LIBOR, Designated LIBOR Page:
[ ] LIBOR Reuters
[x] LIBOR Telerate
Index Currency:
Interest Reset Period:Quarterly
Interest Reset Dates:As provided in Prospectus Supplement
Spread (plus or minus):+.0175%
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: 5/25/95
Name of Agent:Lehman Brothers, Inc.
Agent's Discount or Commission: $87,500 
Net Proceeds to Company: $49,912,500 

[ ]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:90330QAE

Additional Terms: