Pricing Supplement No. 27              Rule 424 (b) (2)                   
DATED:  12/5/95               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 [ ]   5.99% Fixed Rate Note [X]               
Global Security:   [X] Yes   [ ] No          
Principal Amount:  $15,000,000                              
Settlement Date:   12/8/95   Maturity Date:  12/8/00             
Interest Accrual Date:  12/8/95                             

New Maturity Date(s): N/A     Notice of Renewal Date(s): N/A     

Issue Price:                  

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:    12/5/95             
Name of Agent: Merrill Lynch            
Agent's Discount or Commission:       $52,500          
Net Proceeds to Company:          $14,947,500         

[ ]  Agent is Acting as Agent for the Sale of Notes              
     by the Company at a Price to the Public of        
     [  ] 100% of Principal Amount
     [  ] ___% of Principal Amount

[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:  90330QBC7      

Additional Terms: