Rule 424(b)(3)
File No. 33-54629
Pricing Supplement No. 1028 Dated: May 9, 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: 2.10% of Principal Amount
Net proceeds to Company: $24,475,000
Original Issue Date (Settlement Date): May 16, 1996
Maturity Date: May 16, 2011
Agent: Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated
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: 7.41% per annum
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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): Interest Payment Dates occurring in each
May and November, commencing May 16, 2001
Redemption price(s): 100% of the principal amount of the Note
to be redeemed
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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Interest on the Note will be payable monthly on the 16th of each
month, commencing June 16, 1996, through and including the
Maturity Date (each, an "Interest Payment Date"), and the Regular
Record Date in respect of each Interest Payment Date will be the
1st day (whether or not a Business Day) of the month in which
such Interest Payment Date occurs.