Rule 424(b)(3)
File No. 33-53533
Pricing Supplement No. 0135 Dated: March 28, 1995
(To Prospectus dated May 13, 1994 and
Prospectus Supplement dated May 25, 1994)
XEROX CREDIT CORPORATION
Medium-Term Notes, Series D
Due From Nine Months to Thirty Years From Date of Issue
______________________________________________________________________________
General
______________________________________________________________________________
Principal Amount: $100,000,000
Issue Price: 99.95% of Principal Amount
Proceeds to Company: $99,770,000
Original Issue Date: April 4, 1995
Maturity Date: April 1, 1998
Agent(s): CS First Boston, Smith Barney Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Citicorp Securities, Inc.
Agent's Discount or Commission: 0.18% of the Principal Amount in the
aggregate, is allocated as follows: to CS First Boston, 0.063% of the
Principal Amount; to Smith Barney Inc., 0.054% of the Principal Amount;
to Donaldson, Lufkin & Jenrette Securities Corporation 0.045% of the
Principal Amount; and to Citicorp Securities, Inc., 0.018% of the
Principal Amount
Agent's capacity: / / As Agent /X/ As Principal (see below)
If as Principal:
// The Note is being offered at varying prices related to
prevailing market prices at the time of resale.
/X/ The Note is being offered at a fixed initial public offering
price of 99.95% of Principal Amount.
Form: /X/ Book Entry / / Certificated
Authorized Denominations: $1,000
Integral Multiples in excess thereof: $1,000
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:
/ / Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / Federal Funds Rate
/ / CD Rate / / LIBOR
/ / Treasury Rate / / Prime Rate
/ / CMT Rate / / J.J. Kenny Rate
/ / 11th District Cost of Funds Rate
/ / Other (see Attachment)
Initial Interest Rate:
Interest Payment Date(s):
Calculation Date (if other than as provided in the Prospectus
Supplement):
Interest Reset Period:
Interest Reset Date(s):
Spread (+/-):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity:
Other provisions:
/X/ Fixed Rate of: 7.125% per annum
(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: /X/ 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)
/ / No / / Yes (See Attachment)
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Redemption
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/X/ The Company cannot elect to redeem the Note 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
______________________________________________________________________________
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
______________________________________________________________________________
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)
______________________________________________________________________________
Attachment
______________________________________________________________________________
Interest on this Note will be payable at Maturity and semiannually each
October 1 and April 1, commencing October 1, 1995, and the Regular Record
Dates will be September 15 and March 15 (whether or not a Business Day),
respectively.
Subject to the terms and conditions set forth in the Selling Agency
Agreement and the Terms Agreement dated March 28, 1995 among the Company
and each of the Agents named herein, the Company has agreed to sell to each
such Agent, and each such Agent has agreed to purchase, the principal
amount of Notes set forth opposite its name below:
AGENT
CS First Boston ..................................... $ 35,000,000
Smith Barney Inc. ................................... 30,000,000
Donaldson, Lufkin & Jenrette Securities Corporation . 25,000,000
Citicorp Securities, Inc. ........................... 10,000,000
____________
TOTAL: .............................................. $100,000,000
In the ordinary course of its business, Smith Barney Inc. and affiliates
have engaged, and may in the future engage, in investment banking
transactions with the Company and its affiliates. In the ordinary course
of its business, Citicorp Securities, Inc. and affiliates have engaged, and
may in the future engage, in investment banking and commercial banking
transactions with the Company and its affiliates.