Pricing Supplement Dated August 13, 2001                          Rule 424(b)(3)
(To Prospectus Dated February 20, 2001)                       File No. 333-55440

                      Medium-Term Notes - Fixed Rate
Agent:                      Merrill Lynch

Principal Amount:           $200,000,000.00
Agent's Discount
  or Commission:            $168,000.00
Net Proceeds to Company:    $199,832,000.00
Interest Rate:              4.680% per annum
Issue Date:                 08/13/01
Maturity Date:              08/13/03
Interest Payment Dates:     The 1st day of each April and October and at
                            Maturity, commencing  October 1, 2001 and
                            ending on the Maturity Date.

Calculation Agent:  GMAC

Interest Calculation:
      /X/  Regular Fixed Rate Note

Day Count Convention:
      / / Actual/360 for the period from  /  /   to  /  /
      / / Actual/Actual for the period from  /  /   to  /  /
      /X/ 30/360 for the period from 08/13/01 to 08/13/03

      /X/ The Notes cannot be redeemed prior to the Stated Maturity Date.
      / / The Notes may be redeemed prior to Stated Maturity Date.
      / / Initial Redemption Date:
          Initial Redemption Percentage: ___%
          Annual Redemption Percentage Reduction:  ___% until Redemption
          Percentage is 100% of the Principal Amount.

      /X/ The Notes cannot be repaid prior to the Maturity Date.
      / / The Notes can be repaid prior to the Maturity Date at the option of
          the holder of the Notes. (See Below)
      / / Optional Repayment Date(s):
          Repayment Price:    %

      Specified Currency: U.S. (If other than U.S. dollars, see attached)
      Minimum Denominations: ___________ (Applicable only if Specified
      Currency is other than U.S. dollars)

Original Issue Discount:  / / Yes   /X/ No
      Total Amount of OID:          Yield to Maturity:
      Initial Accrual Period:

Form:    /X/  Book-Entry           / /  Certificated

Other:  /X/   Principal            / /  Agent

If as principal:
         / /  The Notes are being offered at varying prices related to
              prevailing market prices at the time of resale.
         /X/  The Notes are beings offered at a fixed initial public offering
              price of 100% of principal amount.

If as agent:
         The Notes are being offered at a fixed initial public offering price of
         __% of principal amount.