Pricing Supplement No. 17              Rule 424(b)(2)                 
DATED: 10/20/95               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 [ ]   6.41% Fixed Rate Note  [x]              
Global Security:   [x] Yes    [ ] No         
Principal Amount:  $1,000,000                               
Settlement Date:   10/25/95   Maturity Date:  10/25/00           
Interest Accrual Date:  10/25/95                            

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:    10/20/95            
Name of Agent:  Goldman, Sachs & Co.              
Agent's Discount or Commission:   $3,500          
Net Proceeds to Company:        $996,500          

[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:  90330QAS3      

Additional Terms: