Rule 424(b)(3)
File No. 33-61481
Pricing Supplement No. 0155 Dated: February 20, 1997
(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: $406,250 (1.625% of Principal Amount)
Net proceeds to Company: $24,593,750 (98.375% of Principal Amount)
Original Issue Date (Settlement Date): February 28, 1997
Maturity Date: March 1, 2012
Agent: Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith 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):
From and including To, but excluding Rate Per Annum
March 1, 1997 March 1, 1998 7.00%
March 1, 1998 March 1, 1999 7.00%
March 1, 1999 March 1, 2000 7.05%
March 1, 2000 March 1, 2001 7.10%
March 1, 2001 March 1, 2002 7.15%
March 1, 2002 March 1, 2003 7.20%
March 1, 2003 March 1, 2004 7.25%
March 1, 2004 March 1, 2005 7.30%
March 1, 2005 March 1, 2006 7.35%
March 1, 2006 March 1, 2007 7.40%
March 1, 2007 March 1, 2008 7.45%
March 1, 2008 March 1, 2009 7.50%
March 1, 2009 March 1, 2010 7.75%
March 1, 2010 March 1, 2011 8.00%
March 1, 2011 Maturity Date 8.50%
Interest on the Note will be calculated on a 30/360 basis and
will be payable semi-annually on the 1st day of each March and
September, commencing September 1, 1997, 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 fifteenth day (whether or not a Business Day) of the month
preceding the month in which such Interest Payment Date occurs.
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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): At any time on or after March 1, 1999
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. See Attachment for "Certain Risk Factors
Related to Redeemable Notes".
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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CERTAIN RISKS FACTORS RELATED TO REDEEMABLE NOTES
This Pricing Supplement does not describe all of the risks of an
investment in the Notes. The Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated disclaim any
responsibility to advise prospective investors of such risks as
they exist at the date of this Pricing Supplement or as they may
change from time to time. Prospective investors should consult
their own financial and legal advisors as to the risks entailed
by an investment in the Notes and the suitability of investing
in the Notes in light of their particular circumstances.
Prospective investors should be able to bear the redemption and
other risks relating to the Notes.
The Company may be expected to redeem the Notes when prevailing
interest rates are relatively low. Upon any such redemption,
registered holders (and beneficial owners) of the Notes generally
will not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as the
current interest rate on the Notes. Accordingly, prospective
investors should consider the related reinvestment risk in light
of other investments available at the time of an investment
in the Notes.
The ability of the Company to redeem the Notes at its option is
likely to affect the market value of the Notes. In particular,
prior to the date of redemption, the market value of the Notes
generally will not rise substantially above the redemption price
because of such optional redemption feature.
