Rule 424(b)(3)
                                         File No. 33-54629
 
Pricing Supplement No. 1024          Dated: August 9, 1995
(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 If as 
  Principal)
Proceeds to Company: $24,875,000
Original Issue Date: August 16, 1995
Maturity Date: August 16, 2007
Agent(s): Merrill Lynch & Co., Merrill Lynch, Pierce, 
          Fenner & Smith Incorporated
Agent's Discount or Commission: 0.5% 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 
Authorized Denominations: $1,000
  Integral Multiples in excess thereof: $1,000
Specified Currency (if other than U.S. dollars, see 
  Attachment): U.S. dollars
Option to Elect Payment in Specified Currency:
  / / Yes  / / No
  Applicable only if Specified Currency is other than 
  U.S. dollars)
___________________________________________________________

Interest
___________________________________________________________

/ / Floating Rate (see Base Rate specified below)

Base Rate(s):
/ / Commercial Paper Rate / / Federal Funds Rate(see below)
/ / CD Rate               / / LIBOR
/ / Treasury Rate         / / Prime Rate 
/ / CMT Rate              / / J.J. Kenny Rate
/ / 11th District Cost of Funds Rate
/ / Other (see Attachment)
 
Initial Interest Rate:
Interest Payment Date(s):
 Interest Reset Period: 
Interest Reset Date(s): 
Spread (+/-): 
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate: 
Index Maturity: 
Other provisions:

/X/ Fixed Rate of: 7.38 % per annum
    (Applicable only if Notes are not Zero-Coupon Notes or 
    Amortizing Notes)
 
/ / Amortizing Notes:
      Scheduled repayment amounts and dates in respect of 
      the principal and interest: 
 
/ / Currency Indexed Notes:
      Interest Rate:
      Interest Payment Date(s):
      Denominated Currency:
      Indexed Currency or Currencies:
      Face Amount:
      Base Exchange Rate:
      Principal Amount Determination Formula:
      Other provisions: 
 
/ / Other Indexed Notes:
      Face Amount: 
      Interest Payment Date(s): 
      Principal Amount Determination Formula: 
      Designated Index or Indices: 
      Other provisions:  

Optional Resets:
  Option to reset interest rate: 
    (Applicable only if the Notes are Fixed Rate Notes)
     /X/ No  / / Yes (See Attachment)
  Option to reset the Spread and/or Spread Multiplier: 
    (Applicable only if the Notes are Floating Rate Notes)
     / / No  / / Yes (See Attachment)
___________________________________________________________
 
Redemption
___________________________________________________________
 
/ / The Company cannot elect to redeem the Note prior to 
    the Maturity Date. 
/X/ The Company may elect to redeem the Notes prior to 
    the Maturity Date (see below). 

Initial Redemption Date: the Interest Payment Date 
  occurring in August 1999
Redemption Date(s): each Interest Payment Date 
  occurring (or deemed to be occurring) in each February 
  and August of each year on and after the Initial
  Redemption Date
The Redemption Price shall be 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, upon at least 30 days' prior notice to 
  the Holder.
__________________________________________________________

Early Repayment
__________________________________________________________

/X/ The Holder cannot elect to have the Notes repaid 
    prior to the Maturity Date 
/ / The Holder may elect to have the Notes repaid prior 
    to the Maturity Date (see below).

Initial Redemption Date:
Repayment Date(s):
The Repayment Price shall initially be     % of the 
principal amount of the Note to be repaid and shall 
decline at each anniversary of the Initial Repayment 
Date by     % of the principal amount to be repaid until 
the Repayment Price is 100% of such principal amount. 
Other provisions:
___________________________________________________________

Extension of Maturity
___________________________________________________________
 
Extension of Maturity Date by the Company:
/X/ The Maturity Date of the Notes cannot be extended by 
    the Company 
/ / The Maturity Date of the Notes may be extended by the 
    Company (see below) 

Date(s) on which the Maturity Date may be extended by the 
Company:
Final Maturity Date:
Other provisions:
 
Extension of Maturity Date by the Holder:
/X/ The Maturity Date of the Notes cannot be extended by 
    the Holder.
/ / The Maturity Date of the Notes may be extended by the 
    Holder (see below).

Date(s) on which the Maturity Date may be extended by the 
Holder: 
Final Maturity Date: 
Date(s) by which the Holder's Extension Notice must be 
received by the Trustee:
Other provisions:
___________________________________________________________
 
Original Issue Discount
___________________________________________________________
 
Discount Note:  /X/ No       / / Yes (see below) 
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
 
Provisions relating to types of funds for payment:
/ / None   / / Yes (see Attachment) 
___________________________________________________________

Attachment
___________________________________________________________
 
Interest on the Note will be payable semi-annually on the 
16th of each February and August, commencing on February
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.