SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
XEROX CREDIT CORPORATION
______________________________
(Exact name of registrant as
specified in its charter)
Delaware 06-1024525
__________________________ ___________________
(State of incorporation or (I.R.S. employer
organization) identification no.)
100 First Stamford Place
P. O. Box 10347
Stamford, CT 06904-2347
__________________________ __________
(Address of principal (Zip code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
10% Notes due 1999 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
None
Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered contained in
Registration Statement No. 33-27525 declared effective by the Commission
on March 29, 1989 and in the Prospectus Supplement dated March 30, 1989,
copies of which were filed with the Commission pursuant to Rule
424(b)(2) on March 31, 1989, are hereby incorporated herein by reference
in answer to this item.
Item 2. Exhibits.
Pursuant to Instruction II to Item 2. "Exhibits" of Form 8-A, the
following documents are being filed with the New York Stock Exchange but
are not being filed with the Commission as part of this registration
statement.
1. Registrant's Annual Report on Form 10-K for the Year Ended
December 31, 1993.
2. Registrant's Quarterly Report on Form 10-Q for the Quarter
Ended March 31, 1994.
3. Registrant's Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on June 23, 1980.
4. Registrant's By-Laws as amended through September 1, 1992.
5. Specimen of the security to be registered.
6. Indenture dated as of March 1, 1989 between Registrant and
Citibank, N.A., as Trustee.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
May 24, 1994 XEROX CREDIT CORPORATION
By: Martin S. Wagner
Secretary
