Filed pursuant to
Rule 424(b)(3)
File No. 333-34333-01
Pricing Supplement No. 1045 dated August 17, 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
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GENERAL
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Principal Amount: $300,000,000
Issue Price: $300,000,000 (100% of Principal Amount)
(see below under "If as Principal")
Agent's Discount or Commission: None (see below under "If as
Principal")
Net proceeds to Company: $300,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): August 20, 1998
Maturity Date: August 20, 1999
Agent(s): Chase Securities Inc.
Agent's capacity: / / As Agent
/X/ As Principal (see below)
If as Principal:
/X/ This Note is being offered at varying prices
related to prevailing market prices at the time of resale.
/ / This 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
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INTEREST
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/x/ Floating Rate (see Base Rate specified below)
Base Rate: LIBOR
Designated LIBOR Page: LIBOR-Telerate page 3750
Index Maturity: 3-month LIBOR
Initial Interest Rate: The Initial Interest Rate from the Original
Issue Date to the first Interest Reset Date shall be calculated
in accordance with the provisions hereof and the provisions of
the Prospectus and Prospectus Supplement to which this Pricing
Supplement relates; provided, that, solely for purposes of
calculating the Initial Interest Rate, the Original Issue Date
shall be deemed to be the first Interest Reset Date.
Interest Payment Date(s): Quarterly on the 20th of November,
February and May, and at maturity
Interest Reset Period: Quarterly
Interest Reset Date(s): Interest Payment Date(s)
Spread (+/-): minus 0.11%
Calculation Agent: Citibank, N.A.
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EARLY REDEMPTION AND/OR REPAYMENT; OPTIONAL EXTENSION
OF MATURITY DATE AND RESETS; AND PAYMENT CURRENCY
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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
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ATTACHMENT
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XEROX OVERSEAS AND XEROX CAPITAL
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 remain wholly-owned
indirect subsidiaries of Xerox Corporation.
