Rule 424(b)(3)
                                                File No. 33-54629
 
Pricing Supplement No. 1028                    Dated: May 9, 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: 2.10% of Principal Amount
Net proceeds to Company: $24,475,000
Original Issue Date (Settlement Date): May 16, 1996
Maturity Date: May 16, 2011
Agent: Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
  Smith Incorporated
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: 7.41% per annum
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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): Interest Payment Dates occurring in each 
    May and November, commencing May 16, 2001
  Redemption price(s): 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, 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 monthly on the 16th of each 
month, commencing June 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.