As filed pursuant to Rule 424(b)(3)
Registration No. 333-73173-01
Pricing Supplement No. 1052 dated July 14, 1999
(To Prospectus dated March 11, 1999 and
Prospectus Supplement dated March 25, 1999)
XEROX CAPITAL (EUROPE) PLC
Irrevocably and Unconditionally Guaranteed by Xerox Corporation
Medium-Term Notes, Series F
__________________________________________________________________
GENERAL
__________________________________________________________________
Principal Amount: $350,000,000
Issue Price: $350,000,000 (100% of Principal Amount)
(see below under "Agent")
Agent's Discount or Commission: None (see below under "Agent")
Net proceeds to Company: $350,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): July 19, 1999
Maturity Date: July 19, 2000
Agent: Chase Securities Inc. ("Chase").
Chase has purchased the Notes as principal in this transaction
for resale to one or more investors or other purchasers at
varying prices related to prevailing market conditions at the
time or times of resale as determined by Chase.
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 Note:
Base Rate: LIBOR
Designated LIBOR Page: / / LIBOR Reuters
/X/ 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): October 19, 1999, January 19, 1999,
April 19, 1999 and at maturity
The date on which interest is payable (on each Interest Payment Date
and at Maturity) will be subject to adjustment in accordance with:
/X/ the Modified Following Business Day Convention.
Interest Reset Period: Quarterly
Interest Reset Date(s): Interest Payment Date(s)
Spread (+/-): -0.062%
Calculation Agent (if other than Citibank, N.A.):
The Floating Rate Period End Date will be subject to:
/X/ adjustment in accordance with the Modified Following Business
Day Convention.
__________________________________________________________________
EARLY REDEMPTION AND 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
__________________________________________________________________
None.
