Rule 424(b)(2)
                                             Registration Statement No. 33-53807
 
PRICING SUPPLEMENT No. 3, dated September 12, 1994
to Prospectus, dated August 30, 1994

 
                          Medium-Term Notes, Series A
                                (Floating Rate)
 
           With Maturities of Nine Months or More From Date of Issue

 
 
 Issue Price: 99.85%                  Form:
 Initial Interest Rate:
  3 month LIBOR +0.45% on
  September 15, 1994                  [X]  Book Entry     [_]  Certificated
 Original Issue Date: Sept. 19, 1994
 Stated Maturity: Dec. 19, 1997
 Maximum Interest Rate: N/A           Interest Rate Basis:
 Minimum Interest Rate: N/A               (Check One)
 Spread Multiplier: N/A
 Spread: (+/-) +0.45%                 [_]  CD Rate
 Index Maturity: 3 months             [_]  Commercial Paper Rate
 Calculation Date(s): as set forth    [X]  LIBOR
  in the Prospectus Supplement             [_]  LIBOR Reuters
  dated September 9, 1994                  [X]  LIBOR Telerate
 Calculation Agent: Marine            [_]  Eleventh District Cost of Funds Rate
  Midland Bank                        [_]  CMT Rate 
 Agent's Commission: 0.35%            [_]  J.J. Kenny Rate
 Repurchase Price                     [_]  Treasury Rate
  (For Discount Securities): N/A      [_]  Federal Funds Effective Rate
                                      [_]  Prime Rate
                                      [_]  Other__________ (see attached)
  
 Interest Rate Reset Period:          Currency or Currency Unit:
  Quarterly                           (Check one; if other than U.S.
 Interest Reset Date:  19th day       Dollars, see attached)
  of March, June, September and       [X]  U.S. Dollars (USD or U.S.$)
  December                            [_]  European Currency Units (ECU)
 Interest Payment Dates: Quarterly    [_]  Australian Dollars (AUD or AUS$)
  on the 19th day of March, June,     [_]  British Pound (GBP or UK(Pounds))
  September and December              [_]  Canadian Dollars (CAD or CAN$)
 Regular Record Dates: March 4,       [_]  German Marks (DEM or DM)
  June 4, September 4 and             [_]  Italian Lire (ITL or Lire)
  December 4 preceding each           [_]  Japanese Yen (JPY or (Yen))
  Interest Payment Date               [_]  Swiss Francs (CHF or SWFr)
 Interest Determination Dates:        [_]  Other__________
  2 Market Days prior to
  Interest Reset Dates
 Redemption Information: N/A 
 Currency Determination Agent: N/A
 Repayment Information: N/A
 Other Provisions: N/A
 
 
  The aggregate principal amount of this offering is U.S. $4,500,000
  (which, if the securities offered hereby are denominated in a currency or
  currency unit other than U.S. dollars, is the equivalent, in the
  currency units set forth herein, of the principal amount set forth
  herein at the Exchange Rate set forth herein) and relates only to
  Pricing Supplement No. 3. Debt Securities, including Medium-Term Notes,
  Series A, may be issued by the Company in an aggregate initial
  offering price of up to U.S. $500,000,000 or the equivalent in foreign
  currency or currency units. To date, including this offering, an
  aggregate of U.S. $21,500,000 or the equivalent in foreign currency or 
  foreign currency units of Medium-Term Notes, Series A, and all other Debt
  Securities, has been issued.
 
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 Type of Sale:         If Principal Transaction, reoffering at:
  [X]  As Agent           [_]  varying prices related to prevailing market 
  [_]  As Principal            prices at the time of resale
                          [_]  fixed public offering price of __% of Principal 
                               Amount
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