Rule 424(b)(3)
File No. 33-61481
Pricing Supplement No. 0144 Dated: June 13, 1996
(To Prospectus dated November 2, 1995 and
Prospectus Supplement dated November 2, 1995)
XEROX CREDIT CORPORATION
Medium-Term Notes, Series E
Due Nine Months or More From Date of Issue
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GENERAL
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Principal Amount: $200,000,000
Issue Price: 100% of Principal Amount (see below under "If as
Principal" if Agent is acting as Principal)
Agent's Discount or Commission: $70,000 (0.035% of Principal Amount)
Net proceeds to Company: $199,930,000 (99.965% of Principal Amount)
Original Issue Date (Settlement Date): June 20, 1996
Maturity Date: June 19, 1998
Agent: J.P. Morgan Securities Inc.
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
Specified Currency: U.S. dollars
Authorized Denominations: $1,000
Integral Multiples in excess thereof: $1,000
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INTEREST
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/X/ Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / Commercial Paper Rate / / CD Rate
/ / CMT Rate /X/ Federal Funds Rate
/ / J.J. Kenny Rate / / Prime Rate
/ / Treasury Rate / / 11th District Cost of Funds Rate
/ / LIBOR: / / LIBOR-Reuters / / LIBOR-Telerate
/ / Other (see Attachment)
Index Maturity:
Initial Interest Rate: The interest rate as determined in
accordance with the provisions hereof
Interest Payment Date(s): September 19, December 19, March 19 and
June 19 of each year, commencing September 19, 1996
Interest Reset Period: Daily
Interest Reset Date(s): Each Business Day
Spread (+/-): + 0.165%
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Calculation Agent (if other than State Street Bank and Trust
Company): Morgan Guaranty Trust Company of New York
Other provisions:
(A) The "Federal Funds Rate" means the simple weighted average
of the overnight Federal Funds effective rate published by the
Fed Statistical release "H.15" (Telerate page 120).
(B) The "Interest Determination Date" pertaining to an Interest
Reset Date will be each such Interest Reset Date.
(C) The interest rate applicable to each Business Day (including
each of the ten days immediately preceding the Maturity Date),
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 (including each of the ten days
immediately preceding the Maturity Date) which is not a Business
Day will be the interest rate for the second Business Day next
preceding such day; provided, however, in each case that the
interest rate in effect for the two Business Days prior to each
Interest Payment Date and the Maturity Date will be that in effect
on the second Business Day preceding such Interest Payment Date or
the Maturity Date, as the case may be.
(D) 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.
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EARLY REDEMPTION AND/OR REPAYMENT, AND OPTIONAL EXTENSION
OF MATURITY DATE, RESETS AND PAYMENT CURRENCY
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Early redemption at Company's option:
/X/ No / / Yes
Early repayment at Holder's option:
/X/ No / / Yes
Option to extend Maturity Date:
/X/ No / / Yes
Option to reset interest rate:
/X/ No / / Yes
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ATTACHMENT
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None.
