Pricing Supplement No. 12            Rule 424 (b) (2)            
DATED: 9/27/95              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:    10/2/95        Maturity Date: 10/2/97        
Interest Accrual Date:   10/2/95                       

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 October, January, April, and July      

(Only applicable to Floating Rate Notes)                              
Initial Interest Rate:  To be calculated as if 10/2/95 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:    2nd day of October, January, April, and July      
               
Spread (plus or minus):  -.015%                        
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:    9/27/95        
Name of Agent: Merrill Lynch       
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:  90330QAM6 

Additional Terms: