Rule 424(b)(3) File No. 33-54629 Pricing Supplement No. 1025 Dated: March 4, 1996 (To Prospectus dated October 4, 1994 and Prospectus Supplement dated November 16, 1994) XEROX CORPORATION Medium-Term Notes, Series C Due Nine Months or More From Date of Issue ______________________________________________________________ GENERAL ______________________________________________________________ Principal Amount: $25,000,000 Issue Price: 100% of Principal Amount (see below under "If as Principal" if Agent(s) is(are) acting as Principal) Agent's Discount or Commission: 2.00% of Principal Amount Net proceeds to Company: $24,500,000 Original Issue Date (Settlement Date): March 15, 1996 Maturity Date: March 15, 2011 Agent(s): 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 of Note: /X/ Book Entry / / Certificated Specified Currency (if other than U.S. dollars, see Attachment): U.S. dollars Authorized Denominations: $1,000 Integral Multiples in excess thereof: $1,000 ______________________________________________________________ INTEREST ______________________________________________________________ / / Floating Rate Note: /X/ Fixed Rate Note (other than Amortizing Note or Zero-Coupon Note): Fixed rate of: 6.60 % per annum _____________________________________________________________ EARLY REDEMPTION AND/OR REPAYMENT, AND OPTIONAL EXTENSION OF MATURITY DATE, RESETS AND PAYMENT CURRENCY ______________________________________________________________ Early redemption at Company's option: / / No /X/ Yes (see below) Redemption date(s): Interest Payment Dates occurring in each March and September, commencing March 15, 2001 Redemption price(s): 100% of the principal amount of the Note to be redeemed 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) Repayment date(s): Repayment price(s): % of the principal amount of the Note to be repaid Other provisions: Option to extend Maturity Date: /X/ No / / Yes (see below) By: / / the Company / / the Holder Option to reset interest rate (if Fixed Rate Note) or Spread and/or Spread Multiplier (if Floating Rate Note): /X/ No / / Yes (See Attachment) ______________________________________________________________ ATTACHMENT ______________________________________________________________ The Interest Payment Dates will be the 15th of each calendar month, commencing April 15, 1996, and the Regular Record Date for each Interest Payment Date will be the 15th day (whether or not a Business Day) next preceding such Interest Payment Date.