FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
XEROX CREDIT CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 06-1024525
________________________________________ ____________________________________
(State of incorporation or organization) (I.R.S. employer identification no.)
100 First Stamford Place
P. O. Box 10347
Stamford, CT 06904-2347
________________________________________ ___________________________
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
7.20% Notes due 2012 New York Stock Exchange
This form relates to the registration of a class of "debt securities",
as defined in Rule 3a12-11(c) under the Act, pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c),
check the following box [X].
The issuer of these securities is subject to and in compliance with the
reporting requirements under Section 12 or Section 15(d) of the Act.
The offer and sale of these securities were registered with the
Commission under the Securities Act of 1933.
Securities Act registration statement file number to which this form
relates (for any registration statement that the issuer is filing
concurrently with this form): N/A
All requisite approvals and authorizations have been received, and
required supporting documents relating to this transaction have been filed
with the New York Stock Exchange. Pursuant to the requirements of Section
12 of the Act, the registrant has duly caused the registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
In connection with the issuance of these securities, the issuer has
received opinion(s) of counsel covering: the valid existence of the issuer;
the due authorization of the debt securities subject to this application (the
"Debt Securities"); the validity of the Debt Securities; the qualification of
the indenture under the Trust Indenture Act of 1939, if applicable; and the
effectiveness of the securities under the Securities Act of 1933, or, if not
registered, the reasons why not.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered contained in
Registration Statement No. 33-61481 declared effective by the Commission
on November 2, 1995 and in the Prospectus Supplement dated November 2, 1995
are hereby incorporated herein by reference in answer to this item.
Item 2. EXHIBITS.
None.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
REGISTRANT XEROX CREDIT CORPORATION
DATE April 7, 1999
BY /s/ MARTIN S. WAGNER
Martin S. Wagner, Secretary
Listing Application to
New York Stock Exchange, Inc.
(983931-4/7/99-1)
The New York Stock Exchange, Inc. hereby authorizes the above
referenced debt securities of Xerox Credit Corporation and certifies to
the Securities and Exchange Commission its approval for the listing and
registration of such securities under the Act:
BY: _________________________
Janice O'Neill
Vice President
Listing Operations
