FILED PURSUANT TO RULE 424 (B) (5): FILE NO. 33-65293 PRICING SUPPLEMENT NO. 21 DATED SEPTEMBER 6, 2000 (TO PROSPECTUS SUPPLEMENT DATED MAY 19, 1997 AND PROSPECTUS DATED MAY 19, 1997). XTRA, INC. SERIES C MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY XTRA Corporation ORIGINAL ISSUE DATE: September 11, 2000 PRINCIPAL AMOUNT: $5,000,000.00 BOOK ENTRY: DTC CUSIP# 98413T DW 8 CERTIFICATED: N/A INTEREST RATE (IF FIXED RATE): 8.514% STATED MATURITY: September 15, 2010 ISSUE PRICE (AS A PERCENTAGE OF PRINCIPAL AMOUNT): N/A SELLING AGENT'S COMMISSION (%): .625% PURCHASING AGENT'S DISCOUNT OR COMMISSION (%): N/A NET PROCEEDS TO THE COMPANY (%): $4,968,750.00 INITIAL REDEMPTION DATE (IF ANY): N/A REDEMPTION PRICES: N/A INTEREST PAYMENT DATES: March 15 and September 15; Commencing March 15, 2001 REGULAR RECORD DATES: 15 days prior to the Interest Payment Date FLOATING RATE NOTES: INTEREST RATE BASIS (IF FLOATING): __________COMMERCIAL PAPER __________PRIME RATE __________LIBOR __________TREASURY RATE __________CD RATE __________FEDERAL FUNDS RATE __________OTHER INDEX MATURITY: SPREAD: SPREAD MULTIPLIER: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST RESET DATE: INITIAL INTEREST RATE: INTEREST DETERMINATION DATE(S): CALCULATION DATE(S): CALCULATION AGENT: USE OF PROCEEDS: The proceeds of the Note will be used to repay in part outstanding short-term commercial paper obligations, supported by a Revolving Credit and Term Loan Agreement with Bank of America, National Trust and Savings Association, as Agent. The maturity date of the revolving period under the Revolving Credit Agreement is June 30, 2001, with final maturity of the term period on June 30, 2006. The current interest rate on borrowings to be repaid is 6.76%. Borrowings being repaid will be used to finance capital expenditures and general working capital needs. CLARIFICATION: The Second Supplemental Indenture referred to in the Prospectus Supplement dated as of May 19, 1997 among XTRA, Inc., XTRA Corporation, as Guarantor, and State Street Bank and Trust Company, as Trustee, is dated as of May 16, 1997.