Rule 424(b)(3)
                                                File No. 33-54629
 
Pricing Supplement No. 1034                  Dated: June 25, 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: $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: None
Net proceeds to Company: $25,000,000 (100% of Principal Amount)
Original Issue Date (Settlement Date): July 8, 1996
Maturity Date: July 8, 2011
Agent: Smith Barney 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)

    The rate of interest on the Note will be as follows:

    From and including   To and including   Rate per annum
    ------------------   ----------------   --------------
    July 8, 1996         July 7, 1997        7.70%
    July 8, 1997         July 7, 1998        7.70%
    July 8, 1998         July 7, 1999        7.75%
    July 8, 1999         July 7, 2000        7.80%
    July 8, 2000         July 7, 2001        7.85%
    July 8, 2001         July 7, 2002        7.90%
    July 8, 2002         July 7, 2003        7.95%
    July 8, 2003         July 7, 2004        8.00%
    July 8, 2004         July 7, 2005        8.05%
    July 8, 2005         July 7, 2006        8.10%
    July 8, 2006         July 7, 2007        8.15%
    July 8, 2007         July 7, 2008        8.25%
    July 8, 2008         July 7, 2009        8.50%
    July 8, 2009         July 7, 2010        9.00%
    July 8, 2010         Date of Maturity   10.00%

Interest on the Note will be payable semiannually on January 8 
and July 8 of each year, commencing January 8, 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 23rd day (whether or not a Business Day) 
of the month immediately 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): Each Interest Payment Date, commencing 
    July 8, 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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None.