Rule 424(b)(3)
File No. 33-61481
Pricing Supplement No. 0142 Dated: May 15, 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: $100,000,000
Issue Price: 100% of Principal Amount (see below under "If as
Principal" if Agents are acting as Principal)
Agents' Discount or Commission: 0.45% of Principal Amount
Net proceeds to Company: $99,550,000
Original Issue Date (Settlement Date): May 20, 1996
Maturity Date: May 21, 2001
Agents: UBS Securities LLC, Chase Securities Inc. and
PaineWebber Incorporated
Agents' 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: 6.78% per annum
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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): Interest Payment Dates occurring in each
May and November, commencing May 21, 1999
Redemption price(s): 100% of the principal amount of the Note
to be redeemed, plus accrued interest to the date of redemption
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 (see below)
Option to extend Maturity Date:
/X/ No / / Yes (see below)
Option to reset interest rate:
/X/ No / / Yes
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ATTACHMENT
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Interest on the Notes will be payable semi-annually on the 21st day
of each November and May, commencing on November 21, 1996, through
and including the Maturity Date (each, an "Interest Payment
Date"), and the Regular Record Date in respect of each Interest
Payment Date will be the 6th day (whether or not a Business Day)
of the month in which such Interest Payment Date occurs or is
deemed to occur.
Subject to the terms and conditions set forth in the Selling Agency
Agreement relating to the sale and purchase of the foreoing Notes,
the Company has agreed to sell to each of the Agents named herein,
and each such Agent has agreed to purchase, the principal amount of
Notes set forth opposite its name below:
UBS Securities LLC . . . . . . . . . . $ 50,000,000
Chase Securities Inc. . . . . . . . . . 25,000,000
PaineWebber Incorporated . . . . . . . 25,000,000
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TOTAL: . . . . . . . . . . . . . . . . $100,000,000
