Rule 424(b)(3)
File No. 33-39838
Pricing Supplement No. 0125 Dated: November 8, 1994
(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
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General
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Principal Amount: $20,000,000
Issue Price: 100% of Principal Amount
Proceeds to Company: $19,950,000
Original Issue Date: November 22, 1994
Maturity Date: November 22, 1996
Agent(s): Morgan Stanley & Co. Incorporated
Agent's Discount or Commission: 0.25% of the Principal Amount
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.
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)
/ / Treasury Rate / / Prime Rate
/X/ Other (see below and Attachment)
Initial Interest Rate: 10-year CMT Rate as of November 18, 1994, as
adjusted by the Spread
Interest Payment Date(s): Each February 22, May 22, August 22 and
November 22 of each year, commencing February 22, 1995 and ending
November 22, 1996
Interest Reset Period: Quarterly
Interest Reset Date(s): Each November 22, February 22, May 22 and
August 22 of each year, beginning November 22, 1994, in each
case, whether or not such day is a Business Day
Spread (+/-): - 1.20%
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity:
Other provisions: (i) the Interest Determination Date pertaining
to an Interest Reset Date will be the Reference Date (as defined
in the Attachment below); (ii) the interest factor for each day
of the Interest Period or from the last date from which accrued
interest is being calculated shall be computed on the basis of
a 360-day year comprised of twelve 30-days months; and (iii) the
Calculation Agent shall be Morgan Stanley Capital Services Inc.
/ / 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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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
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/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
/ / 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
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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
______________________________________________________________________________
The Notes offered hereby will bear interest at the interest rate (calculated
with references to the 10-year CMT Rate (as defined below) and the Spread)
specified under the heading "Interest--Interest Rate--Floating Rate" in this
Pricing Supplement.
The "10-year CMT Rate" for an Interest Reset Date is the 10-year Constant
Maturity Treasury daily yield published in the Federal Reserve H.15(519)
Statistical Release for the Reference Date (as defined below) applicable to
the relevant Interest Reset Date. The CMT rate may be determined with
reference to Telerate page 7055 or any successor page; provided, however,
that in the event that there is any discrepancy between the H.15(519)
Statistical Release and Telerate page 7055, the H.15(519) Statistical
Release will control. If the 10-year CMT Rate with respect to a given
Reference Date cannot be determined by reference to Telerate page 7055 or
H.15(519) Statistical Release, the rate will be determined by obtaining
closing offered yield quotations for that Reference Date for actively
traded 10-year U.S. Treasury notes from three leading U.S. government
securities dealers, and computing the average of such quotes. For
purposes of this Pricing Supplement, the "Reference Date" means the last
Business Day included in the H.15(519) for the calendar week immediately
preceding each respective Interest Reset Date.
