Rule 424(b)(3)
                                                File No. 33-54629
 
Pricing Supplement No. 1033                  Dated: June 19, 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
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                              GENERAL
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Principal Amount: $50,000,000
Issue Price: 100% of Principal Amount (see below under "If as 
  Principal" if Agent is acting as Principal)
Agent's Discount or Commission: None
Net proceeds to Company: $50,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): June 28, 1996
Maturity Date: June 28, 2011
Agent: Lehman Brothers Inc.
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):
    Fixed Rate of: (i) 9.00% per annum from and including June 28, 
    1996 to but excluding June 28, 1998 and (ii) 7.30% per annum 
    from and including June 28, 1998 to but excluding the date of 
    Maturity.
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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): Each Interest Payment Date, commencing 
    June 28, 1998
  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.

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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Interest on the Note will be payable semiannually on December 28 
and June 28 of each year, commencing December 28, 1996, 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 13th day (whether or not a Business Day) 
of the month in which such Interest Payment Date occurs.