Rule 424(b)(3)
File Nos. 333-34333-01
Pricing Supplement No. 1043 Dated: May 19, 1998
(To Prospectus dated September 26, 1997 and
Prospectus Supplement dated October 21, 1997)
XEROX CAPITAL (EUROPE) PLC
Medium-Term Notes, Series E
Due Nine Months or More From Date of Issue
__________________________________________________________________
GENERAL
__________________________________________________________________
Principal Amount: $150,000,000
Issue Price: 100% of Principal Amount (see below under "If as
Principal" if Agent(s) is(are) acting as Principal)
Agent's Discount or Commission: $30,000 (0.02% of Principal Amount)
Net proceeds to Company: $149,970,000 (99.98% of Principal Amount)
Original Issue Date (Settlement Date): May 22, 1998
Maturity Date: May 19, 2000
Agent(s): Goldman, Sachs & Co.
Agent's capacity: / / As Agent
/X/ As Principal (see below)
If as Principal:
/X/ The Note is being offered at varying prices related to
prevailing market prices at the time of resale.
/ / The Note is being offered at a fixed initial public
offering price of % of Principal Amount.
Form: /X/ Book Entry / / Certificated
Specified Currency: U.S. dollars
Authorized Denominations: $1,000
Integral Multiples in excess thereof: $1,000
__________________________________________________________________
INTEREST
__________________________________________________________________
/X/ Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / CD Rate
/ / CMT Rate / / Federal Funds Rate
/ / J.J. Kenny Rate / / Prime Rate
/ / Treasury Rate / / 11th District Cost of Funds Rate
/X/ LIBOR:
Designated LIBOR Page: / / LIBOR-Reuters
/X/ LIBOR-Telerate page 3750
Index Currency (if other than U.S. dollars):
/ / Other (see Attachment)
Index Maturity: 3-month LIBOR
Initial Interest Rate: The Initial Interest Rate from the Original
Issue Date to the Interest Reset Date occurring on May 19, 1998
shall be calculated in accordance with the provisions hereof;
provided, that, solely for purposes of calculating such Initial
Interest Rate, the Original Issue Date shall be deemed to be
the first Interest Reset Date.
Interest Payment Date(s): May 19, August 19, November 19 and
February 19 of each year, commencing August 19, 1998
Interest Reset Period: Quarterly
Interest Reset Date(s): Interest Payment Date(s)
Spread: minus 0.01%
Calculation Agent: Citibank, N.A.
Other provisions:
__________________________________________________________________
EARLY REDEMPTION AND/OR REPAYMENT; OPTIONAL EXTENSION
OF MATURITY DATE AND RESETS; AND PAYMENT CURRENCY
__________________________________________________________________
Early redemption at Company's option:
/X/ No / / Yes (see below)
Early repayment at Holder's option:
/X/ No / / Yes (see below)
Option to extend Maturity Date:
/X/ No / / Yes (see below)
Option to reset interest rate:
/X/ No / / Yes
__________________________________________________________________
ATTACHMENT
__________________________________________________________________
On October 31, 1997, Xerox Capital changed its name from Rank
Xerox Capital (Europe) plc to Xerox Capital (Europe) plc and
became a wholly-owned subsidiary of Xerox Overseas Holdings PLC
("Xerox Overseas"). On April 28, 1998, Xerox Overseas
re-registered as a private limited company under the name Xerox
Overseas Holdings Limited pursuant to the laws of England and
Wales. Xerox Capital and Xerox Overseas will remain wholly-owned
indirect subsidiaries of Xerox Corporation.
