XEROX CREDIT CORP
10-K, 1995-03-30
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
Previous: MCNEIL REAL ESTATE FUND XII LTD, 10-K405, 1995-03-30
Next: XEROX CREDIT CORP, 424B3, 1995-03-30




<PAGE>
                                  FORM 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

(Mark One)
( X )     Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the fiscal year ended:  December 31, 1994
                                      OR
(   )     Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the transition period from :                 to

Commission file number:  1-8133

                           XEROX CREDIT CORPORATION
            (Exact name of Registrant as specified in its charter)
Delaware                                                           06-1024525
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification No.)

100 First Stamford Place, Stamford, Connecticut                         06904
(Address of principal executive offices)                           (Zip Code)

                                (203) 325-6600
             (Registrant's telephone number, including area code)

      Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                 Name of Each Exchange on Which Registered

10% Notes due 1999                  New York Stock Exchange


      Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes:     X         No:

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     Not Applicable

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.

   Class                                  Outstanding as of February 28, 1995
Common Stock                                            2,000

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS J(1)(a)
AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
                                      THIS DOCUMENT CONSISTS OF 37 PAGES
(1)

<PAGE>
                                    PART I

ITEM 1.     Business

      Xerox Credit Corporation, a Delaware corporation (together with its
subsidiaries herein called "the Company" unless the context otherwise
requires), was organized on June 23, 1980.  All of the Company's outstanding
capital stock is owned by Xerox Financial Services, Inc. (XFSI), a holding
company, which is wholly-owned by Xerox Corporation (Xerox Corporation
together with its subsidiaries are herein called "Xerox" unless the context
otherwise requires).

      The Company is engaged in financing long-term accounts receivable
arising out of equipment sales by Xerox to its Document Processing customers
throughout the United States.  Contract terms on these accounts receivable
range primarily from two to five years.

      The Company discontinued its real-estate development and related real-
estate financing businesses in the first quarter of 1990.  In the fourth
quarter of 1990, the Company discontinued its third-party financing and
leasing businesses.  See Note 2 to the Consolidated Financial Statements
for further information regarding the Company's discontinued operations.

      Xerox is a global company serving the worldwide Document Processing
markets.  Xerox' Document Processing activities encompass developing,
manufacturing, marketing, servicing and financing a complete range
of document processing products and services designed to make offices
around the world more productive.  These products and systems are
marketed in over 130 countries by a direct sales force and a network of
agents, dealers, distributors and value-added resellers, as well as through 
U.S. retail marketing channels.  The financing of Xerox equipment is
generally carried out by the Company in the United States and internationally
by several foreign financing subsidiaries.



(2)

<PAGE>

ITEM 2.     Properties

      The Company does not directly own any facilities in order to carry on
its principal business.  Its principal executive offices in Stamford,
Connecticut comprise approximately 25,000 square feet of office space.
In addition, the Company leases approximately 1,200 square feet of office
space at various domestic and international locations, the majority of
which are used by the Company's discontinued operations.  These facilities
are deemed adequate by management.

ITEM 3.     Legal Proceedings

      None.


ITEM 4.     Submission of Matters to a Vote of Security Holders

      Not Required.

                                   PART II

ITEM 5.     Market for the Registrant's Common Equity and Related Stockholder
            Matters

      This item is inapplicable to Registrant, which is a wholly-owned
subsidiary of Xerox.

ITEM 6.     Selected Financial Data

      Not Required.



(3)

<PAGE>
ITEM 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Results of Operations
                         Continuing Operations

      Contracts receivable income represents income earned under an agreement
with Xerox pursuant to which the Company purchases long-term accounts 
receivable associated with Xerox' sold equipment.  These receivables arise 
from Xerox equipment being sold under installment sales and sales-type leases.
In 1994, the Company purchased receivables from Xerox totaling $1,916 million 
compared to $1,848 million in 1993.  Earned income from contracts receivable 
decreased in 1994 to $362 million from $376 million in 1993.  The 1994 
decrease is due to lower interest earned on Xerox' contracts receivable which 
reflects the fact that a significant number of those contracts were activated 
in 1993 and 1992 when market interest rates were at a ten year low.  Earned 
income from contracts receivable decreased in 1993 to $376 million from $389 
million in 1992.  The decrease in earned income was the result of lower 
purchases of contracts receivable in 1993 compared to 1992, due to weak United 
States sales early in 1993 because of the reorganization of the Xerox United 
States Customer Operations sales force, as well as lower interest income 
earned on Xerox contracts receivable resulting from declining interest rates.

      Interest expense was $202 million in 1994 compared to $209 million in
1993, a decrease of $7 million.  The 1994 decrease resulted from lower 
overall interest rates partially offset by increased borrowings required 
to fund the Company's additional investment in contracts receivable.  The $209 
million of interest expense in 1993 was a decrease of $3 million from the 1992 
interest expense of $212 million.  The 1993 decrease reflected lower interest 
rates partially offset by increased borrowings required to fund the 
Company's additional investment in contracts receivable.  The Company intends 
to continue to match its contracts receivable and indebtedness to maintain the
relationship between interest income and interest expense.

      Operating and administrative expenses were $13 million for 1994, the
same amount as in 1993.  Operating and administrative expenses
decreased to $13 million in 1993 compared to $19 million in 1992.  This
decrease was due primarily to operating efficiencies associated with the
administration of contracts receivable purchased from Xerox.

      The effective income tax rate for 1994 was 40.8 percent as compared
with 40.9 percent for 1993 and 39.9 percent for 1992, respectively.  The
increase in the effective tax rates in 1993 compared to 1992 was due primarily
to the 1993 increase in the corporate federal income tax rates from 34 percent
to 35 percent retroactive to January 1, 1993.


(4)

<PAGE>
                         Discontinued Operations

      Since their discontinuance in 1990, the Company has made substantial
progress in disengaging from the real-estate and third-party financing 
businesses.  During the three years ended  December 31, 1994, the Company
received net cash proceeds of $841 million from the sale of discontinued
business units and assets, from several asset securitizations and from run-off
collection activities.  The amounts received were consistent with the
Company's estimates in the disposal plan and were primarily used to reduce the
Company's short-term indebtedness.  At December 31, 1994, the Company remains
contingently liable for approximately $50 million under recourse provisions
associated with the securitization transactions.

      Since a portion of the remaining assets ($62 million) represents
passive lease receivables, many with long-duration contractual maturities and
unique tax attributes, the Company expects that the wind-down of the portfolio
will be significantly slower in 1995 and future years, compared with 
prior years.  The Company believes that the liquidation of
the remaining assets will not result in a net loss.

      In January 1995, Xerox signed a definitive agreement for the sale of 
Xerox Financial Services Life Insurance Company(XFSLIC), a subsidiary of the 
Company's parent, Xerox Financial Service, Inc.  The Company's $74 million 
investment in XFSLIC, representing a 26% interest, is reported as a component 
of net assets of discontinued operations on the consolidated balance sheet.  
Closing of the sale is expected in the first half of 1995.  The Company 
anticipates that the ultimate disposition of this investment will not result 
in a net loss.


      Additional information regarding discontinued operations is included in
Note 2 to the Consolidated Financial Statements.




(5)

<PAGE>

Capital Resources and Liquidity

      The Company's principal sources of funds are cash from the collection
of Xerox contracts receivable and borrowings.

      At December 31, 1994, the Company and Xerox have joint access to three
revolving credit agreements totaling $5 billion with various banks, which
expire from 1995 to 1999.  The interest on amounts borrowed under these
facilities is at rates based, at the borrower's option, on spreads above
certain reference rates such as LIBOR and Federal funds rates.

      Net cash provided by operating activities was $20 million in 1994
compared with $48 million of cash used in 1993.  The 1994 decrease in cash
used by operating activities is mainly attributable to the comparatively 
smaller reduction in the deferred income taxes payable balance offset by 
greater reduction in accounts payable and accrued liabilities due to timing of 
payments.  Net cash used in operating activities was $48 million in 1993 
compared with $23 million in 1992.  The 1993 increase in cash used by 
operating activities was mainly attributable to the reduction in accounts 
payable and accrued liabilities due to timing of payments.

      Net cash provided by investing activities was $47 million in 1994
compared to $21 million provided in 1993.  The increase in cash provided by 
investing activities was the result of higher net collections from the 
Company's investment in contracts receivable in 1994,which was partially 
offset by lower net collections from discontinued operations.  Net cash 
provided by investing activities was $21 million in 1993 compared to $58
million of cash used in investing activities in 1992.  The increase in cash 
provided by investing activities was the result of higher net
collections from the Company's investment in contracts receivable in 1993,
which was partially offset by lower net collections from discontinued 
operations.

      Net cash used in financing activities was $68 million in 1994
compared to $26 million provided in 1993.  The increase in cash used was
the result of less net borrowing and payment of higher dividends in 1994.  Net 
cash provided by financing activities was $26 million in 1993 compared to $79 
million in 1992.  The decrease in cash provided was the result of increased 
principal payments on the Company's long-term debt.




(6)

<PAGE>

      The Company believes that cash provided by continuing operations, cash
available under its commercial paper program supported by its credit
facilities, and its readily available access to the capital markets are more
than sufficient for its funding needs.  During 1995, new borrowing associated
with the financing of customer purchases of Xerox equipment will continue.
The timing, principal amount and form of new short- and long-term financing
will be determined based upon the Company's need for financing and prevailing
debt market conditions.

      The Company intends to continue to match fund interest income from its 
contracts receivable with interest obligations on its indebtedness.   To  
lock-in interest spreads on new business and reduce interest cost, the
Company has entered into a number of interest rate swap agreements.  In
general, the Company's objective is to hedge its variable-rate debt by paying
fixed rates under the swap agreements while receiving variable-rate based
payments in return.  The Company has also entered into swap agreements
that convert both fixed-and non-commercial paper based variable-rate interest
payments into payments that are indexed to commercial paper rates.

      During 1994, the Company entered into interest rate swap
agreements, which effectively converted $430 million of variable-rate
debt into fixed-rate debt.  These agreements mature at various dates
through 1997 and resulted in a weighted average fixed-rate of 6.71 percent
at December 31,1994.  The Company also entered into interest rate 
swap agreements during 1994 which effectively converted $275 million of
variable-rate debt into variable-rate debt that is indexed to the commercial
paper rates.  These agreements mature at various dates through 1997.

      As of December 31, 1994, the Company's overall debt-to-equity ratio
was 6.5 to 1.  The Company declared aggregate dividends of $88 million, $59
million and $60 million during 1994, 1993 and 1992, respectively.  The 
Company currently intends to maintain a debt-to-equity ratio of approximately 
6.5 to 1.

      Pursuant to a Support Agreement between the Company and Xerox,
Xerox has  agreed to retain ownership of 100 percent of the voting capital
stock of the Company and to make periodic payments to the extent necessary
to ensure that the Company's annual pre-tax earnings available for
fixed charges equal at least 1.25 times the Company's fixed charges.
(7)

<PAGE>

ITEM 8.     Financial Statements and Supplementary Data

      The financial statements of the Company and its consolidated
subsidiaries and the notes thereto, the financial statement schedules, and
the report thereon of KPMG Peat Marwick LLP, independent auditors, are set 
forth on pages 10 through 28 hereof.

      The other financial statements and schedules required herein are filed
as "Financial Statement Schedules" pursuant to Item 14 of this report on Form
10-K.

ITEM 9.     Disagreements on Accounting and Financial Disclosure

      Not Applicable.

ITEM 10.    Directors and Executive Officers of the Registrant

      Not Required.

ITEM 11.    Executive Compensation

      Not Required.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management

      Not Required.

ITEM 13.    Certain Relationships and Related Transactions

      Not Required.
                                   PART IV

ITEM 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

      (a)   (1) and (2) The financial statements and the financial statement
            schedules and the report of independent auditors thereon filed
            herewith are listed or otherwise included in the attachment
            hereto.

            (3) The exhibits filed herewith are set forth on the Exhibit
            Index included herein.

      (b)   No Current Reports on Form 8-K were filed during the last quarter 
            of the period covered by this Report.


(8)

<PAGE>

SIGNATURE

      Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                            XEROX CREDIT CORPORATION

                            BY_______________________________

(NAME AND TITLE)            Donald R. Altieri, Vice President, Treasurer
                            and Chief Financial Officer

                            March 30, 1995

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Signature                   Title

Principal Executive Officer:

 Stuart B. Ross             ______________________________
                            Chairman, President and Chief 
                            Executive Officer and Director

Principal Financial Officer:

Donald R. Altieri           ______________________________
                            Vice President, Treasurer
                            and Chief Financial Officer and Director

Principal Accounting Officer:

Tanvir Hyder,                _____________________________
                             Controller


Directors:


David R. McLellan*           Director
Eunice M. Filter*            Director

*By_____________________
Donald R. Altieri
Attorney-in-Fact

(DATE)                      March 30, 1995
(9)

<PAGE>

SIGNATURE
                        Report of Independent Auditors



The Board of Directors
Xerox Credit Corporation:

We have audited the consolidated financial statements of Xerox Credit
Corporation and subsidiaries as listed in the accompanying index.  In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index.  These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Xerox
Credit Corporation and subsidiaries at December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.  Also in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for income taxes and its method of
accounting for postretirement benefits other than pensions in 1992.


KPMG PEAT MARWICK LLP


Stamford, Connecticut
January 19, 1995
(10)

<PAGE>
                           XEROX CREDIT CORPORATION
                 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


Financial Statements:

Consolidated statements of income for each of the years in the three-year
period ended December 31, 1994

Consolidated balance sheets at December 31, 1994 and 1993

Consolidated statements of shareholder's equity for each of the years in the
three-year period ended December 31, 1994

Consolidated statements of cash flows for each of the years in the three-year
period ended December 31, 1994

Notes to consolidated financial statements


Schedules:



II      Valuation and qualifying accounts



All other schedules are omitted as they are not applicable or the information
required is included in the consolidated financial statements or notes
thereto.


(11)

<PAGE>
                           XEROX CREDIT CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
                   Years Ended December 31, 1994, 1993 and 1992
                                   (In Millions)


                                               1994       1993        1992
Earned Income:
    Contracts receivable                      $ 362    $   376     $   389


Expenses:
    Interest                                    202        209         212
    Operating and administrative                 13         13          19

        Total expenses                          215        222         231


Income before income taxes                      147        154         158

Provision for income taxes                       60         63          63


Net income                                    $  87    $    91     $    95



See notes to consolidated financial statements.






(12)

<PAGE>
                           XEROX CREDIT CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                           December 31, 1994 and 1993
                                 (In Millions)

                                     ASSETS
                                                         1994          1993

Cash and cash equivalents                              $    -        $    1

Investments:
    Contracts receivable                                4,203         4,148
    Notes receivable - Xerox and affiliates                59            58
    Unearned income                                      (434)         (437)
    Allowance for losses                                 (129)         (153)
        Total investments                               3,699         3,616

Net assets of discontinued operations                     289           431
Other assets                                                2             2

        Total assets                                   $3,990        $4,050


          LIABILITIES, DEFERRED INCOME TAXES AND SHAREHOLDER'S EQUITY

Liabilities:
    Notes payable within one year:
        Commercial paper                               $1,657        $1,653
        Current portion of notes payable after one year   403           554
    Notes payable after one year                        1,246         1,079
    Notes payable after one year-Xerox and affiliates      75            75
    Due to Xerox Corporation, net                          39            54
    Accounts payable and accrued liabilities               56            91
        Total liabilities                               3,476         3,506

Deferred income taxes                                       9            38

Shareholder's Equity:
    Common stock, no par value, 2,000 shares
        authorized, issued, and outstanding                23            23
    Additional paid-in capital                            145           145
    Retained earnings                                     336           337
    Cumulative translation adjustment                       1             1

        Total shareholder's equity                        505           506

        Total liabilities, deferred income taxes
          and shareholder's equity                     $3,990        $4,050

See notes to consolidated financial statements.


(13)

<PAGE>

                           XEROX CREDIT CORPORATION
               CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                Years Ended December 31, 1994, 1993 and 1992
                                 (In Millions)

                                     Additional            Cumulative
                             Common   Paid-In   Retained   Translation
                              Stock   Capital   Earnings   Adjustment   Total



Balance at December 31, 1991  $   23   $   145    $  295     $    1   $   464

Net Income                                            95                   95

Dividends*                                           (85)                 (85)





Balance at December 31, 1992      23       145       305          1       474

Net Income                                            91                   91

Dividends                                            (59)                 (59)




Balance at December 31, 1993      23       145       337          1       506

Net Income                                            87                   87

Dividends                                            (88)                 (88)



Balance at December 31, 1994  $   23   $   145    $  336   $     1     $  505


*  Includes a non-cash dividend of $25 million.

See notes to consolidated financial statements.


(14)

<PAGE>

                               XEROX CREDIT CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years Ended December 31, 1994, 1993 and 1992
                                   (In Millions)

                                                         1994    1993    1992
Cash Flows from Operating Activities
  Net income                                           $   87  $   91  $   95
  Adjustments to reconcile net income to
    net cash provided by (used in) operating activities:

        Amortization of discount on long-term debt          -       -       2
        (Decrease) in deferred income taxes               (29)   (136)   (149)
        (Decrease)increase in operating assets
          and liabilities, net                            (38)     (3)     29


  Net cash provided by (used in) operating activities      20     (48)    (23)

Cash Flows from Investing Activities
  Purchases of investments                             (1,916) (1,848) (1,964)
  Proceeds from investments                             1,834   1,637   1,426
  Net collections from
     discontinued operations                              129     232     480

  Net cash provided by (used in) investing activities      47      21     (58)

Cash Flows from Financing Activities
  Increase in short-term debt, net                          4     305     382
  Proceeds from long-term debt                            567     475     406
  Principal payments of long-term debt                   (551)   (695)   (649)
  Dividends                                               (88)    (59)    (60)

  Net cash (used in) provided by financing activities     (68)     26      79


  Decrease in cash and cash equivalents                    (1)     (1)     (2)

  Cash and cash equivalents, beginning of year              1       2       4

  Cash and cash equivalents, end of year               $    -  $    1 $     2

See notes to consolidated financial statements.


(15)

<PAGE>

                         XEROX CREDIT CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Summary of Significant Accounting Policies
      Basis of Presentation

      The consolidated financial statements include the accounts of Xerox
Credit Corporation (the Company) and its subsidiaries.  The Company is a
wholly-owned subsidiary of Xerox Financial Services, Inc. (XFSI), which is in
turn wholly-owned by Xerox Corporation (Xerox).  All significant transactions
between the Company and its subsidiaries have been eliminated.

      Recognition of Earned Income

      The Company utilizes the interest method for the recognition of 
earned income associated with contracts receivable.  Under this method, the
difference between the amount of gross contract receivable and the cost of
the contract is recorded as unearned income.  The unearned income is
amortized to income over the term of the transaction under an effective yield
method.

      Cash and Cash Equivalents

      All highly liquid investments of the Company, with a maturity of three
months or less at date of purchase, are considered to be cash equivalents.

      Allowance for Losses

      In connection with the contracts receivable purchased from Xerox, the
Company retains an allowance for losses at the time of purchase which is
intended to protect against future losses.  Should any additional allowances
be required, Xerox is required to provide such funding.  The resultant effect
is to relieve the Company of any exposure with regard to write-offs
associated with the contracts receivable purchased from Xerox.


(16)

<PAGE>
                         XEROX CREDIT CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      Charge Off of Delinquent Receivables

      The Company's policy with respect to the charge-off of delinquent
receivables is that  receivables are charged off as soon as it becomes 
apparent that the collection of the receivables through normal means is 
unlikely.  The policy contemplates that delinquent receivables
will be charged off before the aging of such delinquent receivables
reaches 180 days.

      New Accounting Pronouncements

      Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 109- "Accounting for Income Taxes."  The
effect of adopting SFAS No. 109 had no impact on shareholder's
equity and income from continuing operations in 1992.  A tax benefit of $87 
million was recorded to discontinued operations and represented the 
cumulative tax benefits associated with the discontinued real-estate 
operations that were not previously recorded.

      Also, effective January 1, 1992, the Company adopted SFAS No. 106-
"Employees' Accounting for Postretirement Benefits other than Pensions," which
changes the method of recording other postretirement benefit costs from a cash
basis to the accrual basis.  The cumulative effect of adopting SFAS No. 106 on
the Company was immaterial.

      Commencing in 1994,  SFAS No. 112- "Employers' Accounting for 
Postemployment Benefits"  requires accrual accounting for employee benefits 
that are paid after the termination of active employment but prior to 
retirement.  SFAS No.112 did not have an impact on operating results of the 
Company as the applicable benefits are either routinely accrued or are types 
of benefits not currently offered by the Company.

      Effective December 31, 1994, the Company adopted SFAS No. 119-
"Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments". The typical transactions with off-balance sheet risk which the
Company enters into are interest rate swap agreements.  See Note 4 on Page 21 
for disclosure relating to these derivative financial instruments.










(17)

<PAGE>

                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2)   Discontinued Operations

      The Company has made substantial progress in disengaging from the
real-estate and third-party financing businesses that were discontinued in
1990.  During the three years ended December 31, 1994, the Company
received aggregate net cash proceeds of $841 million ($129 million in 1994,
$232 million in 1993 and $480 million in 1992) from the sale of individual
assets, from several asset securitizations and from run-off collection 
activities.  The amounts received were consistent with the Company's estimates 
in the disposal plan and were used primarily to repay short-term indebtedness. 
At December 31, 1994, the Company remains contingently liable for $50 million 
under recourse provisions associated with the securitization transactions.

      During 1992, incremental tax benefits of $122 million were realized by 
the Company related to the write-off of its real estate businesses in 1990.  
Rather than recording these tax benefits in net income, the Company increased 
before-tax reserves related to the discontinued businesses.  Management 
believed this prudent in view of weak market conditions and continuing 
uncertainties in the domestic real-estate and credit markets.

      Approximately $62 million (21 percent) of the remaining assets
represent passive lease receivables, many with long-duration contractual
maturities and unique tax attributes.  Accordingly, the Company expects that
the wind-down of the portfolio will be slower during 1995 and in future years,
compared with prior years.  The Company believes that the liquidation of the
remaining assets will not result in a net loss.

      Short-and long-term debt represents debt included in the Company's
consolidated balance sheets that has been assigned to the discontinued
businesses in accordance with historical methodologies.  Interest expense 
assigned to discontinued businesses for 1994 and 1993 was $10 million and $14 
million, respectively. Proceeds from disposition of these businesses, along 
with their results of operations during the phase-out period, are expected to 
be used to repay such consolidated indebtedness.


(18)

<PAGE>

                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      Summarized information of discontinued operations for the three
years ended December 31, 1994 follows:
                                                       (In millions)

                                                  1994      1993      1992

Summary of Operations

  Loss before income taxes                       $    -  $     -   $  (122)
  Income tax benefit                                  -        -       122 *

     Net income (loss) from   
       discontinued operations                   $    -  $     -   $     -

Balance Sheet Data

Gross finance receivables                        $  109  $   202   $   515
Unearned income                                     (31)     (53)      (87)
Other assets                                        211**    282**     222

Investment in discontinued operations, net       $  289  $   431   $   650

Assigned short- and long-term debt               $  154  $   244   $   400

   *  Includes $87 million resulting from the cumulative effect of adopting
statement of Financial Accounting Standards No. 109- "Accounting for Income
Taxes," effective January 1, 1992.

   **  Includes a $74 million investment in Xerox Financial Services Life 
Insurance Company, a subsidiary of the Company's parent, Xerox Financial 
Services, Inc.

      Contractual maturities of the gross finance receivables at December 31,
1994 follow (in millions):  1995-$20; 1996-$9; 1997-$16; 1998-$2;
1999; $1; 2000 and thereafter-$61.



(19)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)   Investments

      Contracts receivable represent purchases of long-term trade accounts
receivable from Xerox.  These receivables arise from Xerox equipment being
sold under installment sales and sales-type leases.  Contract terms on
these receivables range primarily from two to five years and are generally
collateralized by a security interest in the underlying assets.  The Company
purchased receivables from Xerox totaling $1,916 million in 1994, $1,848
million in 1993, and $1,964 million in 1992.  The Company was charged $11
million in 1994 and 1993, and $10 million in 1992 by Xerox for administrative 
costs associated with the contracts receivable purchased from Xerox.

      Under SFAS No. 107- "Disclosures about Fair Values of Financial
Instruments," the Company is not required to determine the fair value of
these receivables.  Management believes that any revaluation of the
contracts receivable would result in a fair value in excess
of the carrying value of these receivables.

      The scheduled maturities of contracts receivable at December 31,
1994 are as follows (in millions):  1995-$1,702; 1996-$1,206; 1997-$785;
1998-$368; 1999-$133; 2000 and thereafter- $9. Experience has shown that a
portion of these contracts receivable will be prepaid prior to maturity.
Accordingly, the preceding schedule of contractual maturities should not
be considered a forecast of future cash collections.

      Included in the $59 million notes receivable balance from Xerox and 
affiliates are receivables from related parties payable on demand at various 
interest rates.  $50 million of these amounts is a floating rate note from
XFSI.



(20)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4)   Lines of Credit and Interest Rate Swaps

      At December 31, 1994, the Company and Xerox had joint access to three
revolving credit agreements totaling $5.0 billion with various banks, which
expire from 1995 to 1999.  These agreements are unused and are available to 
back the issuance of commercial paper.  At December 31, 1994, the Company had 
a total of $1.7 billion of commercial paper outstanding. The average interest 
rate paid on commercial paper issued in 1994 was 4.4 percent.

      The Company routinely enters into interest rate swap agreements
in the management of interest rate exposure.  An interest rate swap is an 
agreement to exchange interest rate payment streams based on a notional 
principal amount.  In general, the Company's objective is to hedge its 
variable-rate debt by paying fixed rates under the swap agreements and 
receiving commercial paper-rate payments in return.  These swap agreements 
effectively convert an amount (equal to the notional amount) of underlying 
variable-rate commercial paper into fixed-rate debt.  The net interest rate 
differentials that will be paid or received are recorded currently as 
adjustments to interest expense.  The counterparties to these swap agreements 
are typically major commercial banks.

The Company does not enter into swap transactions for trading 
or other speculative purposes.  The Company's policies on the use of such
derivative instruments prescribe an investment grade counterparty credit floor 
and at least quarterly monitoring of market risk on a counterparty-by-
counterparty basis.  Based upon its ongoing evaluation of the replacement cost 
of its derivatives transactions and counterparty creditworthiness, the Company 
considers the risk of credit default significantly affecting its financial 
position or results of operations to be remote.  The Company's interest rate 
hedging activities are largely unaffected by changes in market 
conditions as swaps are typically held to maturity in order to lock in 
interest spreads on underlying transactions.

The aggregate amounts of interest rate swaps outstanding at December 31, 1994
 and 1993 are as follows:
                                               (Dollars in millions)
                                                1994           1993

Pay fixed/receive variable                    $1,555          $2,050
Pay variable/receive variable                    425             375
Pay variable/receive fixed                         0               0

                                              $1,980          $2,425

Average interest payment rates                  5.54%           5.39%

      At December 31, 1994 and 1993, the Company's swap agreements had an 
aggregate net fair value of $45 million and $(35) million, respectively, based 
on quotes from banks.  These values represents the estimated net amounts the 
Company would have received and paid had the agreements been terminated as of 
December 31, 1994 and 1993, respectively.  The Company has no present plans to 
terminate any of these agreements prior to their scheduled maturities.

(21)

<PAGE>

                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(5)   Notes Payable After One Year

      A summary of notes payable at December 31, 1994 and 1993 follows:


                                                            (In Millions)
                                                         1994           1993

  9.50% Notes due 1994                                 $    -        $  100
  9.76% Notes due 1994                                      -            14
  4.119% Notes due 1994                                     -            50
  Floating Rate Notes due 1994 (a)                          -           275
  5.375% Notes due 1995                                   150           150
  Floating Rate Notes due 1995 (a)                        100           100
  8.75% Notes due 1995                                    150           150
  6.25% Notes due 1996                                    200           200
  Medium Term Notes due 1996 (e)                          100             -
  Floating Rate Notes due 1996 (a)                        220            50
  4.80% Notes due 1997                                     50            50
  Medium Term Notes due 1997 (e)                          147             -
  Floating Rate Notes due 1997 (a)                        150             -
  8.00% Notes due 1999 (b)                                  -           100
  10.00% Notes due 1999                                   150           150
  10.125% Notes due 1999 (c)                              150           150
  Floating Rate Notes due 2048 (d)                         61            61
  Other Notes due 1995 - 1997                              21            34

            Subtotal                                  $ 1,649       $ 1,634

            Less unamortized discount                       -            (1)
            Less current portion of notes payable
              after one year                             (403)         (554)

            Total Notes Payable After one Year        $ 1,246       $ 1,079


(a)   The notes carry interest rates which are based primarily on spreads
      above certain reference rates such as U.S. Treasury Bill, LIBOR and
      Federal funds rates.

(b)   The Company exercised its option to redeem these notes on March 1, 1994.

(c)   The notes are redeemable on or after April 15, 1996, at the option of
      the Company, at their principal amount plus accrued interest.


(22)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(d)   The notes mature August 15, 2048 and are repayable at the option of
      the noteholders beginning August 15, 1993 and annually thereafter.
      The outstanding notes are classified as notes payable after one
      year, since the Company has the ability to refinance them on
      a long-term basis, if required.  The interest rate is indexed to
      rates on commercial paper placed for issuers whose commercial paper
      rating is "AA" or the equivalent as reported in Federal Reserve
      Statistical Release H.15 (519), which at year-end was 6.03 percent.

(e)   The 1996 and 1997 medium term notes carry average interest rates of 
      5.24% and 5.99%, respectively.

      Principal payments on notes payable for the next five years are:
$403 million in 1995; $684 million in 1996; $351 million in 1997;
$0 million in 1998;  $150 million in 1999; and $61 million thereafter.

      Certain of the Company's debt agreements allow it to redeem outstanding
debt, usually at par, prior to scheduled maturity.  Outstanding debt issues
with these call features are classified on the balance sheet and in the
preceding five-year maturity table in accordance with management's current
expectations.  The actual decision as to early redemption will be made at
the time the early redemption option becomes exercisable and will be based
on economic and business conditions then in existence.

      Interest payments on notes payable for 1994, 1993 and 1992 were
$137 million, $148 million, and $166 million, respectively.  Interest payments
on commercial paper for 1994, 1993 and 1992 were $66 million, $48 million
and $40 million, respectively.  The weighted-average commercial paper interest
rates for 1994, 1993 and 1992 were 4.4 percent, 3.3 percent and 3.9 percent,
respectively.

      At December 31, 1994 and 1993, carrying values of notes payable  were 
$1,649 million and $1,634 million, respectively, substantially all of 
which are subject to the requirements of SFAS No. 107- "Disclosures about
Fair Values of Financial Instruments."  The fair values of the Company's
notes payable at December 31, 1994 and 1993 were $1,640 million and $1,698 
million,respectively, based on quoted market prices for the notes or 
other issues with similar features and maturity dates.  The difference between
the fair value and the carrying value represents the theoretical net amounts 
the Company would have received or paid if it had retired all notes payable at
December 31, 1994 or 1993, respectively.  The Company has no plans to retire 
its notes payable prior to their call or final maturity dates.

      The original issue discount and other expenses associated with the debt
offerings are amortized over the term of the related issue.


(23)

<PAGE>

                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6)   Income Taxes

      

      Income taxes are provided at statutory rates based on income before
income taxes exclusive of the amortization of investment tax credits and
earnings not subject to Federal taxation.  Substantially all of the Company's
operations are included in Xerox' consolidated income tax returns.  In
connection with these consolidated returns, the Company paid Xerox $86
million, $136 million, and $15 million in 1994, 1993 and 1992, respectively.
The Company paid $10 million in 1994, and $1 million in both 1993 and 1992, to 
taxing authorities for Company operations not included in Xerox' consolidated 
tax returns.




(24)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      The components of income from continuing operations before taxes and
the provision for income taxes are as follows:
                                                         (In Millions)
                                                    1994      1993      1992

Income from continuing operations
    before income taxes:                          $  147    $  154    $  158

Federal income taxes
    Current                                       $   47    $   50    $   52
    Deferred                                           -        (1)       (3)

State income taxes
    Current                                           13        14        15
    Deferred                                           -         -        (1)

        Total provision for income taxes          $   60    $   63    $   63


      Deferred income taxes for 1993 and 1992 result from differences
between financial and tax reporting in the timing of the recognition of income
on securitized assets.



      A reconciliation of the effective tax rate from the U.S. Federal
statutory tax rate follows:
                                                   1994       1993       1992

U.S. Federal statutory rate                       35.0%      35.0%      34.0%
State income taxes, net of Federal
    income tax benefit                             5.8        5.9        5.9

Effective tax rate                                40.8%      40.9%      39.9%




(25)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      The tax effects of temporary differences that give rise to significant
portions of deferred taxes at December 31, 1994 follows:

                                                     (In millions)
                                                   1994          1993
Tax effect of future tax deductions:
    Discontinued real-estate
     tax benefit                                 $   31         $  42

Tax effect on future taxable income:
    Discontinued leverage leases and other          (39)          (79)
    Continuing operations- asset securitizations     (1)           (1)


       Total deferred taxes, net                 $   (9)        $ (38)


        The 1994 reduction in deferred income taxes payable is the result of 
sales of certain discontinued operations assets.  The Company believes that it 
is more likely than not that the deferred tax assets will be realized in the 
ordinary course of operations based on scheduling of deferred tax liabilities 
and income from operating activities.

(7)   Xerox Corporation Support Agreement

      The terms of a Support Agreement with Xerox provide that the Company
will receive income maintenance payments, to the extent necessary, so that
the Company's earnings shall not be less than 1.25 times its fixed charges.
For purposes of this calculation, both earnings and fixed charges are
as defined in Section 1404 (formerly Section 81(2)) of the New York Insurance
Law.  In addition, the agreement requires that Xerox retain 100 percent
ownership of the Company's voting capital stock.



(26)

<PAGE>
                         XEROX CREDIT CORPORATION
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8)   Quarterly Results of Operations (Unaudited)

      A summary of interim financial information follows:

                                                 (In Millions)
                                 First    Second    Third     Fourth
                                Quarter   Quarter   Quarter   Quarter   Total


1994

Earned income                   $   93   $   89    $   91    $   89   $  362

Interest expense                    52       50        52        48      202

Operating and administrative
    expenses                         4        3         2         4       13

Income taxes                        15       15        15        15       60

                                    71       68        69        67      275

Net income                      $   22   $   21    $   22    $   22   $   87



1993

Earned income                   $  102   $   93    $   87    $   94   $  376

Interest expense                    56       53        52        48      209

Operating and administrative
    expenses                         4        2         4         3       13

Income taxes                        17       15        13        18       63

                                    77       70        69        69      285

Net income                      $   25   $   23    $   18    $   25   $   91





(27)

<PAGE>
                                                           SCHEDULE II
                             XEROX CREDIT CORPORATION
                        Valuation and Qualifying Accounts
                  Years Ended December 31, 1994, 1993 and 1992
                                  (In Millions)

                                    Additions
                     
                      Balance   Charged   Retained               Balance
                        at        to         at                    at
                      Beginning  Costs      Time                   End
                        of        and        of                    of
                      Period    Expenses  Purchase   Deductions   Period
                                             (A)         (B)


        1994

Allowance for losses-
 continuing operations $ 153    $    -     $  19     $   43      $ 129


        1993

Allowance for losses-
 continuing operations $ 139    $    -     $  63     $   49      $ 153


        1992

Allowance for losses-
 continuing operations $ 108    $    -     $  75     $   44      $ 139


(A)   In connection with the contracts receivable purchased from Xerox,
      the Company retains an allowance for losses at the time of purchase
      which is intended to protect against future losses.  Should any
      additional allowances be required, Xerox is required under the
      Operating Agreement to provide such funding.  For the period
      covered by this Schedule, no additional funding was required or
      provided.

(B)   Amounts written-off, net of recoveries.



(28)


<PAGE>



                           XEROX CREDIT CORPORATION
                                  Form 10-K
                     For the Year Ended December 31, 1994


                              Index of Exhibits

Document

(3)   (a)   Certificate of Incorporation of Registrant filed with the
            Secretary of State of Delaware on June 23, 1980.

            Incorporated by reference to Exhibit 3(a) to Registration
            Statement No. 2-71503.

      (b)   By-Laws of Registrant, as amended through July 15, 1991.

            Incorporated by reference to Exhibit 3(b) to Registrants Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1991.

(4)   (a)   Indenture dated as of February 1, 1987 between Registrant and
            Continental Illinois National Bank and Trust Company of Chicago
            relating to unlimited amounts of debt securities which may be
            issued from time to time by Registrant when and as authorized by
            Registrant's Board of Directors or the Executive Committee of
            the Board of Directors.

            Incorporated by reference to Exhibit 4(a) to Registration
            Statement No. 33-12160.

      

      (b)   Indenture dated as of March 1, 1988 between Registrant and
            The First National Bank of Chicago relating to unlimited amounts
            of debt securities which may be issued from time to time by
            Registrant when and as authorized by Registrant's Board of
            Directors or the Executive Committee of the Board of Directors,
            as supplemented by the First Supplemental Indenture dated as of
            July 1, 1988.

            Incorporated by reference to Exhibit 4(a) to Registration
            Statement No. 33-20640 and to Exhibit 4(a)(2) to Registrant's
            Current Report on Form 8-K dated July 13, 1988.



(29)

<PAGE>
                           XEROX CREDIT CORPORATION
                                  Form 10-K
                     For the Year Ended December 31, 1994

                              Index of Exhibits

Document

      (c)   Indenture dated as of March 1, 1989 between Registrant and
            Citibank, N.A. relating to unlimited amounts of debt securities
            which may be issued from time to time by Registrant when and as
            authorized by Registrant's Board of Directors or the
            Executive Committee of the Board of Directors, as supplemented by
            the First Supplemental Indenture dated as of October 1, 1989.

            Incorporated by reference to Exhibit 4(a) to Registration
            Statement No. 33-27525 and to Exhibit 4(a)(2) to Registration
            Statement No. 33-31367.

      (d)   Indenture dated as of August 1, 1991, as supplemented by the First
            Supplemental Indenture dated as of December 31, 1991, between 
            the Registrant and Bank of Montreal Trust Company relating to
            unlimited amounts of debt securities which may be issued from time
            to time by Registrant when and as authorized by the Registrant's
            Board of Directors or the Executive Committee of the Board of
            Directors.

            Incorporated by reference to Exhibit 4(a) to Registration
            Statement No. 33-39838.

      (e)  Indenture dated as of October 1, 1991 between Registrant and
           Citibank, N.A. relating to unlimited amounts of debt securities
           which may be issued from time to time by Registrant when and as
           authorized by the Registrant's Board of Directors or the
           Executive Committee of the Board of Directors, as supplemented
           by the First Supplemental Indenture dated as of May 1, 1992.

           Incorporated by reference to Exhibit 4(a)(1) and 4(a)(2) to
           Registration Statement No. 33-43470.

      (f)  Indenture dated as of May 1, 1994, between Registrant and The First
           National Bank of Boston relating to unlimited amounts of debt 
           securities which may be issued from time to time by Registrant when 
           and as authorized by Registrant's Board of Directors or Executive 
           Committee of the Board of Directors.

           Incorporated by reference to Exhibit 4 (a) to Registrant's 
           Registration Statement No. 33-53533 and to Exhibits 4 (a)(1) 
           and 4 (a)(2) to Registrant's Registration Statement No. 33-43470.



(30)

<PAGE>
                           XEROX CREDIT CORPORATION
                                  Form 10-K
                     For the Year Ended December 31, 1994
                              Index of Exhibits

Document

      (g)  Instruments with respect to long-term debt where the total amount
           of securities authorized thereunder does not exceed ten percent
           of the total assets of Registrant and its subsidiaries on a
           consolidated basis have not been filed.  Registrant agrees to
           furnish the Commission a copy of each such instrument upon request.

(10)  (a)  Amended and Restated Operating Agreement originally made and
           entered into as of November 1,  1980, amended and restated as of
           December 31, 1992 between Registrant and Xerox Corporation
           ("Xerox").

           Incorporated by reference to Exhibit 10(a) of Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1992.

      (b)  Support Agreement dated as of November 1, 1980 between
           Registrant and Xerox.

           Incorporated by reference to Exhibit 10(b) to Registration
           Statement No. 2-71503.

      (c)  Tax Allocation Agreement dated as of January 1, 1981 between
           Registrant and Xerox.

           Incorporated by reference to Exhibit 10(c) to Registration
           Statement No. 2-71503.

(12)  (a)  Computation of Registrant's Ratio of Earnings to Fixed Charges.

           See Page 32 of this Report on Form 10-K.

      (b)  Computation of Xerox' Ratio of Earnings to Fixed Charges.

           See Page 33 of this Report on Form 10-K.

(23)       Consent of KPMG Peat Marwick LLP.

           See Page 35 of this Report on Form 10-K.

(24)       Power of Attorney.

           See Page 36 of this Report on Form 10-K.

(27)       Financial Data Schedule

           See Page 37 of this Report on Form 10-K.


(31)


<PAGE>


                                                              Exhibit 12(a)

                          XEROX CREDIT CORPORATION
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                (In Millions)

                                            Year Ended December 31,
                                1994      1993      1992     1991     1990

Income before income taxes     $ 147     $ 154     $ 158    $ 164    $ 182

Fixed charges:
  Interest expense
    Xerox debt                     5         4         2        -        2
    Other debt                   197       205       210      200      205
      Total fixed charges        202       209       212      200      207
Earnings available for
  fixed charges                $ 349     $ 363     $ 370    $ 364    $ 389

Ratio of earnings to
  fixed charges (1)             1.73      1.74      1.75     1.82     1.88

(1)  The ratio of earnings to fixed charges has been computed based on the
     Company's continuing operations by dividing total earnings available
     for fixed charges by total fixed charges.  Interest expense has been
     assigned to discontinued operations principally on the basis of
     the relative amount of gross assets of the discontinued operations.
     Management believes that this allocation method is reasonable in
     light of the amount of debt specifically assigned to discontinued
     operations.  The discontinued operations consist of the Company's
     real-estate development and related financing operations and its
     third-party financing and leasing businesses.



(32)


<PAGE>

                                                              Exhibit 12(b)


                              XEROX CORPORATION
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                (In Millions)

                                            Year Ended December 31,
                                 1994       1993(*) 1992(**) 1991(***) 1990
Fixed charges:
  Interest expense             $  732     $   755  $   845 $   818  $   855
  Rental expense                  190         201      213     211      196
    Total fixed charges
       before capitalized
       interest                   922         956    1,058   1,029    1,051
  Capitalized interest              2           5       17       3        -
    Total fixed charges        $  924     $   961  $ 1,075 $ 1,032  $ 1,051

Earnings available for fixed
  charges:
    Income before income
      taxes                    $ 1,602    $  (227) $   171  $  963  $ 1,103
  Less undistributed
      income in minority
      owned companies             (54)        (51)     (52)    (70)     (60)
  Add fixed charges before
      capitalized interest         922         956    1,058   1,029    1,051
  Total earnings available
      for fixed charges       $  2,470     $   678  $ 1,177 $ 1,922  $ 2,094

Ratio of earnings to
  fixed charges (1)(2)            2.67        0.71     1.09    1.86     1.99


(1)  The ratio of earnings to fixed charges has been computed based on
     Xerox' continuing operations by dividing total earnings available for
     fixed charges, excluding capitalized interest, by total fixed charges.
     Fixed charges consist of interest, including capitalized interest, and
     one-third of rent expense as representative of the interest portion of
     rentals. Interest expense has been  assigned to discontinued operations
     principally on the basis of the relative amount of gross assets of the
     discontinued operations. Xerox management believes that this allocation
     method is reasonable in light of the debt specifically assigned to
     discontinued operations.  The discontinued operations consist of Xerox'
     real-estate development and related financing operations, third-
     party financing and leasing businesses, and other financial services 
     businesses.


(33)

<PAGE>
                                                              Exhibit 12(b)
                                                                   (Cont'd)


(2)  Xerox' ratio of earnings to fixed charges includes the effect of
     the Xerox' finance subsidiaries which primarily finance Xerox equipment.
     Financing businesses, due to their nature, traditionally operate at lower
     earnings to fixed charges ratio levels than do non-financial companies.

(*)  In 1993, the ratio of earnings to fixed charges includes the effect of
     the $1,373 million before-tax ($813 million after-tax) charge incurred
     in connection with the restructuring provision and litigation
     settlements.  Excluding this charge, the ratio was 2.13.  1993 Earnings
     were inadequate to cover fixed charges.  The coverage deficiency was $283
     million.

(**) In 1992, the ratio of earnings to fixed charges includes the effect of
     the $936 million before-tax ($778 million after-tax) charges incurred in
     connection with the decision to disengage from the Company's IOFS 
     businesses.  Excluding this charge, the ratio was 1.96.

(***)In 1991, the ratio of earnings to fixed charges includes the effect of
     the $175 million before-tax charge incurred in connection with the
     Document Processing work-force reduction announced in December 1991.
     Excluding this charge, the ratio was 2.03.
(34)


<PAGE>


SIGNATURE
                                                                   Exhibit 23

                       CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Xerox Credit Corporation

We consent to incorporation by reference in the Registration Statements
(No. 33-31366, No. 33-39838, and No. 33-53533) on Form S-3
of Xerox Credit Corporation of our report dated January 19, 1995, relating to
the consolidated balance sheets of Xerox Credit Corporation and consolidated
subsidiaries as of December 31, 1994 and 1993 and the related consolidated
statements of income, shareholder's equity and cash flows and related
financial statement schedule for each of the years in the three-year period
ended December 31, 1994 which report appears in the December 31, 1994 Annual
Report on Form 10-K of Xerox Credit Corporation.  Our report refers to the
Company's change in its method of accounting for income taxes and its method
of accounting for postretirement benefits other than pensions in 1992.






                                                         KPMG PEAT MARWICK LLP

Stamford, Connecticut
March 30, 1995
(35)


<PAGE>
                                                                   Exhibit 24
                              POWER OF ATTORNEY

      Xerox Credit Corporation and each person whose signature appears below
hereby authorize each of Stuart B. Ross, Donald R. Altieri and Martin
S. Wagner, with full power to act alone, to file, either in paper or
electronic form, a Report on Form 10-K, and amendments thereto, under the
Securities Exchange Act of 1934, as amended, for the fiscal year ended
December 31, 1994, which Report and amendments shall contain such information
and exhibits as either Stuart B. Ross, Donald R. Altieri or Martin S.
Wagner deems appropriate.  Each person hereby appoints each of Stuart B. Ross,
Donald R. Altieri and Martin S. Wagner as attorneys-in-fact, with full
powers to act alone, to execute such Report and any and all amendments
thereto in the name and on behalf of Xerox Credit Corporation and each
such person, individually and in each capacity stated below (including
the power to enter electronically such company identification numbers,
passwords and personal identification numbers and passwords as may be required
to effect such filing as prescribed under the rules and regulations of the
Securities and Exchange Commission ("Commission"), and to file, either in
paper or electronic form, with the Commission a form of this Power of
Attorney, hereby granting said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing as the undersigned might or could do personally or in
the capacities as aforesaid.

                                   XEROX CREDIT CORPORATION
                                   By
                                   Stuart B. Ross, Chairman, President
                                   and Chief Executive Officer
March 30, 1995
    (Signature)                        (Title)

Stuart B. Ross                     Chairman, President and Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)


Donald R. Altieri                  Vice President, Treasurer and Chief 
                                   Financial Officer and Director
                                   (Principal Financial Officer)

Tanvir Hyder                       Controller 
                                   (Principal Accounting Officer)

Eunice M. Filter                   Director

David R. McLellan                  Director


(36)

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
XEROX CREDIT CORPORATION'S DECEMBER 31, 1994, FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                     3828
<ALLOWANCES>                                       129
<INVENTORY>                                          0
<CURRENT-ASSETS>                                  3699
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                    3990
<CURRENT-LIABILITIES>                             2155
<BONDS>                                           1321
<COMMON>                                            23
                                0
                                          0
<OTHER-SE>                                         482
<TOTAL-LIABILITY-AND-EQUITY>                      3990
<SALES>                                              0
<TOTAL-REVENUES>                                   362
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                    13
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 202
<INCOME-PRETAX>                                    147
<INCOME-TAX>                                        60
<INCOME-CONTINUING>                                 87
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        87
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission