Rule 424(b)(3)
File No. 33-54629
Pricing Supplement No. 1035 Dated: June 28, 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: $375,000 (1.5% of Principal Amount)
Net proceeds to Company: $24,625,000 (98.5% of Principal Amount)
Original Issue Date (Settlement Date): July 26, 1996
Maturity Date: July 26, 2006
Agent: Dean Witter Reynolds 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):
Fixed Rate of: 7.25% per annum
Interest on the Note will be payable semiannually on January 26
and July 26 of each year, commencing January 26, 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 11th day (whether or not a Business Day)
of 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 26, 1999
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.