Pricing Supplement No. 2          Rule 424 (b) (2)
DATED:    4/1/96         Registration No. 33-56839
(To Prospectus Supplement dated March 28, 1996, including the Prospectus
 dated December 21, 1994)

$490,000,000 
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:    4/4/96    Maturity Date: 4/6/98
Interest Accrual Date:  4/4/96

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:  Quarterly
Interest Payment Dates:   6th day of April, July, October, January

(Only applicable to Floating Rate Notes)
Initial Interest Rate:  To be calculated as if April 4, 1996 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:    6th day of April, July, October, January
Spread (plus or minus):  +.10%

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:    4/1/96
Name of Agent: Goldman, Sachs & Co.
Agent's Discount or Commission:        $4,500
Net Proceeds to Company:          $49,995,500

[ ]  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:  90330QBK9

Additional Terms: