Rule 424(b)(3)
File No. 33-53533
Pricing Supplement No. 0139 Dated: June 26, 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
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General
___________________________________________________________
Principal Amount: $100,000,000
Issue Price: 100% of Principal Amount (see below If as
Principal)
Proceeds to Company: $99,981,300
Original Issue Date: July 3, 1995
Maturity Date: July 3, 1997
Agent(s):J.P. Morgan Securities Inc.
Agent's Discount or Commission: 0.0187% of Principal Amount
Agent's capacity: / / As Agent /X/ As Principal (see
below)
If as Principal:
/X/ The Note is being offered at varying prices
related to prevailing market prices at the time
of resale.
/ / The Note is being offered at a fixed initial
public offering price of % 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 /X/ Prime Rate (see below)
/ / CMT Rate / / J.J. Kenny Rate
/ / 11th District Cost of Funds Rate
/ / Other (see Attachment)
Initial Interest Rate:
Interest Payment Date(s): July 3, October 3,
January 3 and April 3 of each year,
commencing October 3, 1995
Calculation Date (if other than as provided in the
Prospectus Supplement):
Interest Reset Period: Daily
Interest Reset Date(s): Each Business Day
Spread (+/-): -2.62%
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity:
Other provisions: (i) The "Prime Rate" means the
weighted average of the daily reset Prime rate
published by the Fed Statistical release
"H.15(519)"; (ii) The "Interest Determination
Date" pertaining to an Interest Reset Date will
be each such interest Reset Date; (iii) The
interest rate applicable to each Business Day
(whether or not also an Interest Reset Date) will
be the interest rate for the immediately preceding
Business Day, and the interest rate applicable to
each day which is not a Business Day will be the
interest rate for the second Business
Day immediately preceding such day; provided,
however, that the interest rate in effect for the
six Business Days prior to each Interest Payment
Date and Maturity will be that in effect on the
sixth Business Day preceding such Interest
Payment Date or Maturity, as the case may be;
(iv) 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 (v) The
Calculation Agent for the Notes offered hereby
shall be Morgan Guaranty Trust Company of New
York, London Branch.
/ / 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: /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 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
____________________________________________________________
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)
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Attachment
____________________________________________________________
None.
