Rule 424(b)(3) File No. 33-54629 Pricing Supplement No. 1027 Dated: April 10, 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: $150,000,000 Issue Price: 99.768% of Principal Amount (see below under "If as Principal" if Agent is acting as Principal) Proceeds to Company: 99.143% of Principal Amount (or $148,714,500) Original Issue Date (Settlement Date): April 15, 1996 Maturity Date: April 16, 2001 Agent: Lehman Brothers Inc. Agent's Discount or Commission: 0.625% of Principal Amount 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 __________________________________________________________________ INTEREST __________________________________________________________________ /X/ Fixed Rate Note (other than Amortizing or Zero-Coupon Note): Fixed Rate of: 6.625% per annum __________________________________________________________________ EARLY REDEMPTION AND/OR REPAYMENT, AND OPTIONAL EXTENSION OF MATURITY DATE, RESETS AND PAYMENT CURRENCY __________________________________________________________________ Early redemption at Company's option: /X/ No / / Yes (see below) 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 (see Attachment) __________________________________________________________________ ATTACHMENT __________________________________________________________________ Interest on the Note will be payable semi-annually on the 16th of each October and April, commencing October 16, 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 1st day (whether or not a Business Day) of the month in which such Interest Payment Date occurs or is deemed to occur.