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Rule 424(b)(3)
File No. 33-39838
Pricing Supplement No. 0120 Dated: March 22, 1994 Page 1 of 5
(To Prospectus dated July 22, 1993 and
Prospectus Supplement dated July 30, 1993)
XEROX CREDIT CORPORATION
Medium-Term Notes, Series C
Due From Nine Months to Thirty Years From Date of Issue
______________________________________________________________________________
General
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Principal Amount: $25,000,000
Original Issue Date: March 29, 1994
Issue Price: 99.98% of Principal Amount
Maturity Date: March 29, 1996
Proceeds to Company: $24,995,000
Agent(s): J.P. Morgan Securities Inc.
Agent's Discount or Commission:
Agent's capacity: / / As Agent /X/ As Principal (see below)
If as Principal:
/X/ The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
/ / The Notes are being offered at a fixed initial public offering
price of % of Principal Amount.
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XEROX CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES C
Pricing Supplement No. 0120 Dated: March 22, 1994 Page 2 of 5
Form: /X/ Book Entry / / Certificated
Authorized Denominations: $100,000.00
Integral Multiples in excess thereof: $1,000.00
Specified Currency (if other than U.S. dollars, see Attachment): U.S. dollars
Option to Elect Payment in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars)
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Interest
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Interest Rate:
/X/ Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / Federal Funds Rate
/ / CD Rate / / LIBOR (See "Other provisions" below)
/X/ Treasury Rate / / Prime Rate
/ / Other (see Attachment)
Initial Interest Rate:
Interest Payment Date(s): the 29th of each March, June, September and
December of each year, beginning June 29, 1994
Calculation Date (if other than as provided in the Prospectus
Supplement):
Interest Reset Period: Weekly
Interest Reset Date(s): Tuesday of each week, beginning March 29, 1994
Spread (+/-): + 0.25%
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity: 3 months
Other provisions: (i) "Treasury Rate" shall mean the simple
unweighted average of the bond equivalent yield of the weekly
auction average of the 3-month U.S. Treasury Bill rate published
in the Federal Statistical release "H.15"; (ii) "Interest
Determination Date" pertaining to an Interest Reset Date will be
such Interest Reset Date; (iii) if an Interest Reset Date is less
than five Business Days prior to an Interest Payment Date, then the
interest rate applicable to a day that is such Interest Reset Date
will be that in effect on the immediately preceding Interest Reset
Date; (iv) the interest rate applicable to each day of the two
Interest Reset Periods immediately prior to Maturity will be that
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XEROX CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES C
Pricing Supplement No. 0120 Dated: March 22, 1994 Page 3 of 5
in effect on the Interest Reset Date pertaining to each such
Interest Reset Period; (v) the interest payable on each Interest
Payment Date or at Maturity will be the amount of interest
accrued from and including the Original Issue Date or from and
including the last Interest Payment Date to which interest has
been paid to, but excluding, such Interest Payment Date or date
of Maturity, as the case may be; and (vi) the Calculation Agent
for the Notes offered by this Pricing Supplement shall be
Morgan Guaranty Trust Company of New York.
/ / Fixed Rate of:
(Applicable only if Notes are not Zero-Coupon Notes or
Amortizing Notes)
/ / Amortizing Notes:
Scheduled repayment amounts and dates in respect of the
principal and interest:
/ / Currency Indexed Notes:
Interest Rate:
Interest Payment Date(s):
Denominated Currency:
Indexed Currency or Currencies:
Face Amount:
Base Exchange Rate:
Principal Amount Determination Formula:
Other provisions:
/ / Other Indexed Notes:
Face Amount:
Interest Payment Date(s):
Principal Amount Determination Formula:
Designated Index or Indices:
Other provisions:
Optional Resets:
Option to reset interest rate: / / No / / Yes (See Attachment)
(Applicable only if the Notes are Fixed Rate Notes)
Option to reset the Spread and/or Spread Multiplier:
(Applicable only if the Notes are Floating Rate Notes)
/X/ No / / Yes (See Attachment)
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XEROX CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES C
Pricing Supplement No. 0120 Dated: March 22, 1994 Page 4 of 5
______________________________________________________________________________
Redemption
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/X/ The Company cannot elect to redeem the Notes prior to the Maturity
Date.
/ / The Company may elect to redeem the Notes prior to the Maturity
Date (see below).
Initial Redemption Date:
Redemption Date(s):
The Redemption Price shall initially be % of the
principal amount of the Note to be redeemed and shall decline
at each anniversary of the Initial Redemption Date by
% of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
Other provisions:
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Early Repayment
______________________________________________________________________________
/X/ The Holder cannot elect to have the Notes repaid prior to the
Maturity Date
/ / The Holder may elect to have the Notes repaid prior to the
Maturity Date (see below).
Initial Redemption Date:
Repayment Date(s):
The Repayment Price shall initially be % of the
principal amount of the Note to be repaid and shall decline at
each anniversary of the Initial Repayment Date by %
of the principal amount to be repaid until the Repayment Price
is 100% of such principal amount.
Other provisions:
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Extension of Maturity
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Extension of Maturity Date by the Company:
/X/ The Maturity Date of the Notes cannot be extended by the Company
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XEROX CREDIT CORPORATION
MEDIUM-TERM NOTES, SERIES C
Pricing Supplement No. 0120 Dated: March 22, 1994 Page 5 of 5
/ / The Maturity Date of the Notes may be extended by the Company
(see below)
Date(s) on which the Maturity Date may be extended by the Company:
Final Maturity Date:
Other provisions:
Extension of Maturity Date by the Holder:
/X/ The Maturity Date of the Notes cannot be extended by the Holder.
/ / The Maturity Date of the Notes may be extended by the Holder
(see below).
Date(s) on which the Maturity Date may be extended by the Holder:
Final Maturity Date:
Date(s) by which the Holder's Extension Notice must be received
by the Trustee:
Other provisions:
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Original Issue Discount
______________________________________________________________________________
Discount Note: /X/ No / / Yes (see below)
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Provisions relating to types of funds for payment:
/ / None / / Yes (see Attachment)
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Attachment
______________________________________________________________________________
None.
