Rule 424(b)(3)
                                                File No. 33-54629
 
Pricing Supplement No. 1036                Dated: August 14, 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 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): August 28, 1996
Maturity Date: August 28, 2006
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
_________________________________________________________________

                             INTEREST
__________________________________________________________________

/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
    ------------------   ----------------   --------------
    August 28, 1996         August 27, 1997        7.00%
    August 28, 1997         August 27, 1998        7.00%
    August 28, 1998         August 27, 1999        7.05%
    August 28, 1999         August 27, 2000        7.10%
    August 28, 2000         August 27, 2001        7.15%
    August 28, 2001         August 27, 2002        7.25%
    August 28, 2002         August 27, 2003        7.50%
    August 28, 2003         August 27, 2004        8.00%
    August 28, 2004         August 27, 2005        9.00%
    August 28, 2005         Date of Maturity      10.00%

Interest on the Note will be payable semiannually on February 28 
and August 28 of each year, commencing February 28, 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 13th day (whether or not a Business Day) 
of the month immediately preceding the month in which such 
Interest Payment Date occurs. 
__________________________________________________________________
 
    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): Each Interest Payment Date, commencing 
    August 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
__________________________________________________________________

                            ATTACHMENT
__________________________________________________________________
 
None.