Rule 424(b)(3)
File Nos. 333-34333-01
Pricing Supplement No. 1044 Dated: June 8, 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 at Maturity: $16,000,000
Issue Price: $14,328,000 (89.55% of Principal Amount at Maturity)
(see below under "If as Principal")
Agent's Discount or Commission: None
Net proceeds to Company: $14,328,000 (89.55% of Principal Amount
at Maturity)
Original Issue Date (Settlement Date): June 11, 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/ This Zero-Coupon Note is being offered at varying prices
related to prevailing market prices at the time of resale.
/ / This Zero-Coupon 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 Principal Amount at Maturity
Integral Multiples in excess thereof: $1,000 in Principal
Amount at Maturity
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INTEREST
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/x/ Zero-Coupon Note (see Attachment)
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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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DESCRIPTION OF NOTES
There shall be no periodic payments of interest on this Zero-
Coupon Note. The Issue Price of this Zero-Coupon Note represents
a yield to maturity of 5.86% per annum (computed on a 30/360
basis), calculated from and including the Original Issue Date to
but excluding the Maturity Date.
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 will remain wholly-owned
indirect subsidiaries of Xerox Corporation.
