Pricing Supplement No. 0077 Dated June 20, 1995          Rule 424(b)(2)
(To Prospectus dated February 24, 1995  and              File No. 33-57533
Prospectus Supplement dated February 28, 1995 )

Senior Medium-Term Notes, Series D
Due Nine Months or More from Date of Issue

Principal Amount:                          $ 100,000,000.00
Issue Price:                  100.000%     $ 100,000,000.00
Commission or Discount:          .080%     $      80,000.00
Proceeds to Company:           99.920%     $  99,920,000.00

Agent:                        Morgan Stanley, as Principal

Original Issue Date:          June 23, 1995
Stated Maturity Date:         June 23, 1999

CUSIP#:                       63858R-BW-0
Form:                         Book-entry

Interest Rate:                Floating

Base Rate:                    LIBOR Telerate Page 3750
Index Maturity:               90 days
Spread:                       +17.0  bps

Initial Interest Rate:        To be determined on June 21, 1995

Interest Reset Period:        Quarterly, commencing 6/21/95

Interest Reset Dates:         3rd Wednesday of March, June,
                              September & December

Interest Determination Dates: 2nd London Banking Day preceding
                              Interest Reset Date

Interest Payment Dates:       3rd Wednesday of March, June,
                              September & December


May the Notes be redeemed prior to maturity?      No
May the Notes be repaid prior to maturity?        No
Original Issue Discount Note?                     No