Rule 424(b)(3)
File No. 33-54629
Pricing Supplement No. 1034 Dated: June 25, 1996
(To Prospectus dated October 4, 1994 and
Prospectus Supplement dated November 16, 1994)
XEROX CORPORATION
Medium-Term Notes, Series C
Due Nine Months or More From Date of Issue
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GENERAL
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Principal Amount: $25,000,000
Issue Price: 100% of Principal Amount (see below under "If as
Principal" if Agent is acting as Principal)
Agent's Discount or Commission: None
Net proceeds to Company: $25,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): July 8, 1996
Maturity Date: July 8, 2011
Agent: Smith Barney Inc.
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
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INTEREST
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/X/ Fixed Rate Note (other than Amortizing or Zero-Coupon Note)
The rate of interest on the Note will be as follows:
From and including To and including Rate per annum
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July 8, 1996 July 7, 1997 7.70%
July 8, 1997 July 7, 1998 7.70%
July 8, 1998 July 7, 1999 7.75%
July 8, 1999 July 7, 2000 7.80%
July 8, 2000 July 7, 2001 7.85%
July 8, 2001 July 7, 2002 7.90%
July 8, 2002 July 7, 2003 7.95%
July 8, 2003 July 7, 2004 8.00%
July 8, 2004 July 7, 2005 8.05%
July 8, 2005 July 7, 2006 8.10%
July 8, 2006 July 7, 2007 8.15%
July 8, 2007 July 7, 2008 8.25%
July 8, 2008 July 7, 2009 8.50%
July 8, 2009 July 7, 2010 9.00%
July 8, 2010 Date of Maturity 10.00%
Interest on the Note will be payable semiannually on January 8
and July 8 of each year, commencing January 8, 1997, through
and including the date of Maturity (each, an "Interest Payment
Date"), and the Regular Record Date in respect of each Interest
Payment Date will be the 23rd day (whether or not a Business Day)
of the month immediately preceding the month in which such
Interest Payment Date occurs.
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EARLY REDEMPTION AND/OR REPAYMENT, AND OPTIONAL EXTENSION
OF MATURITY DATE, RESETS AND PAYMENT CURRENCY
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Early redemption at Company's option:
/ / No /X/ Yes (see below)
Redemption date(s): Each Interest Payment Date, commencing
July 8, 1998
Redemption price(s): 100% of the principal amount of the Note
Other provisions: The Note may be redeemed only in whole and
not in part, and upon at least 30 days prior notice to the
Holder of the Note.
Early repayment at Holder's option:
/X/ No / / Yes
Option to extend Maturity Date:
/X/ No / / Yes
Option to reset interest rate:
/X/ No / / Yes
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ATTACHMENT
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None.