Rule 424(b)(3)
File No. 33-61481
Pricing Supplement No. 0146 Dated: July 10, 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: $25,000,000
Issue Price: 100% of Principal Amount (see below under "If as
Principal" if Agent is acting as Principal)
Agent's Discount or Commission: $0 (0% of Principal Amount)
Net proceeds to Company: $25,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): August 1, 1996
Maturity Date: August 1, 2011
Agent: Morgan Stanley & Co. Incorporated
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/ Fixed Rate Note (other than Amortizing or Zero-Coupon Note):
Fixed Rate of: 7.80% per annum from and including August 1,
1996 to but excluding the date of Maturity. See Attachment.
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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:
/ / No /X/ Yes (See below)
Redemption date(s): 1st day of each month, commencing
August 1, 1998
Redemption price(s): 100% of the principal amount of the Note
Other provisions: The Note may be redeemed only in whole and
not in part, and upon at least 30 days prior notice to the
Holder of the Note.
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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Interest on the Note will be calculated on a 30/360 basis and
will be payable monthly on the 1st day of each month, commencing
September 1, 1996, through and including the date of Maturity
(each, an "Interest Payment Date"), and the Regular Record Date
in respect of each Interest Payment Date will be the 15th day
(whether or not a Business Day) of the month preceding the month
in which such Interest Payment Date occurs.
