Pricing Supplement No. 5           Rule 424(b)(2)                
DATED:  4/15/96          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:   4/18/96    Maturity Date:  4/19/99            
Interest Accrual Date:  4/18/96                             

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:   19th day of April, July, October, January        
   
(Only applicable to Floating Rate Notes)                                   
Initial Interest Rate:  To be calculated as if April 18 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:    19th day of April, July, October, January              
               
Spread (plus or minus):  +.17%                              
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:    4/15/96             
Name of Agent: Lehman Brothers, Inc.              
Agent's Discount or Commission:  $10,500                    
Net Proceeds to Company:     $49,989,500       

[ ]  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:  90330QBN3      

Additional Terms: