Pricing Supplement No. 23               Rule 424(b)(2)                   
DATED:  11/15/95             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:   $3,000,000                              
Settlement Date:    11/20/95      Maturity Date:  11/20/98           
Interest Accrual Date:  11/20/95                             

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:  20th day of February, May, August, and November        
     

(Only applicable to Floating Rate Notes)                                   
Initial Interest Rate:  To be calculated as if 11/20/95 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:   20th day of February, May, August, and November         
                    
Spread (plus or minus):  +.20%
                              
Spread Multiplier:                                
Maximum Interest Rate:                                 
Minimum Interest Rate:                                 
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:    11/15/95            
Name of Agent:  Merrill Lynch           
Agent's Discount or Commission:       $7,500           
Net Proceeds to Company:          $2,992,000          

[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:  90330QAY0      

Additional Terms: