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Pricing Supplement Number: 9                                      Rule 424(b)(2)
DATED: Friday, June 16, 1995                           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: $25,000,000

Settlement Date: 6/21/95               Maturity Date: 6/23/97                 Redemption Date(s): N/A

Interest Accural Date: 6/21/95         New Maturity Date(s): N/A              Redemption Price(s): N/A

                                       Notice of Renewal Date(s):N/A          Authorized Denominations (of other than denominations
Issue Price: 100%                                                             of $1,000 and integral multiples of $1,000 in excess
                                                                              thereof in U.S. Dollars): N/A
Specified Currency: U.S. Dollars                                              

Exchange Rate Agent: N/A

Historical Exchange Rate: N/A                                                 Interest Payment Period: Quarterly

Repayment Date(s): N/A      Repayment Price(s): N/A                           Interest Payment Dates: 23rd day of June, September,
(Only applicable to Floating Rate Notes):                                                             December, March

Initial Interest Rate: To be calculated as if 6/21/95 were an
                       Interest Reset Date                                    Trade Date: Friday, June 16, 1995

                                                                              Name of Agent: Goldman, Sachs & Co.

                                                                              Agent's Discount or Commission: $43,750

Index Maturity: 3-Month                                                       Net Proceeds to Company: $24,956,250

Base Rate(s): Libor

If LIBOR, Designated LIBOR Page:                                              / / Agent is Acting as Agent for the
          / / LIBOR Reuters                                                       Sale of Notice by the Company at
          /X/ LIBOR Telerate                                                      a Price to the Public of

          Index Currency:                                                         / / 100% of Principal Amount

Interest Reset Period: Quarterly                                                 / /         % of Principal Amount

Interest Reset Dates: 23rd day of June, September, December, March             /X/ Agent is Purchasing Notes from the 
                                                                                   Company as Principal for Resale to
Spread (plus or minus): +.01%                                                      Investors and Other Purchasers at
                                                                                 
Spread Multiplier: N/A                                                           / / a fixed initial public offering price of
                                                                                     100% of the Principal Amount
Maximum Interest Rate: N/A                                                      
                                                                                / / a fixed initial public offering price of
Minimum Interest Rate: N/A                                                          ___% of the Principal Amount

Calculation Agent: As provided in the Prospectus Supplement                    /X/ varying prices relating to prevailing
                                                                                   market prices at time of resale to be
Original Issue Discount Note:                                                      determined by Agent
/ / Yes     /X/ No

(Only applicable to Original Issue Discount Notes): Initial Accrual Period OID:

Total Amount of OID:                   Method to Determine Yield to Maturity          Cusip Number: 90330QAJ3
                                       and Initial Accrual Period OID:

Yield to Maturity: 

Additional Terms: