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                                         As filed pursuant to Rule 424(b)(3)
                                         Registration No. 333-13179


 
PRICING SUPPLEMENT
 
(To Prospectus Supplement Dated October 25, 1996 and Prospectus Dated October
10, 1996)
 
                                  $350,000,000
 
                               XEROX CORPORATION
 
                     6.25% DEBENTURES DUE NOVEMBER 15, 2026
                          ---------------------------
 
                    Interest payable May 15 and November 15
                          ---------------------------
Xerox Corporation (the "Company") is offering $350,000,000 aggregate principal
 amount of its 6.25% Debentures due November 15, 2026 (the "Debentures") as a
     part of its Medium-Term Notes, Series D described in its Prospectus
 Supplement dated October 25, 1996 to its Prospectus dated October 10, 1996.
   The Debentures will not be redeemable at the option of the Company. The
    Debentures will be redeemable at the option of Holders thereof on the
    Interest Payment Dates occurring on November 15, 2003 and November 15,
      2008 at 100% of their principal amount plus accrued interest. See
    "Description of the Debentures -- Redemption and Early Repayment". The
       Debentures will be represented by one or more global securities
         registered in the name of a nominee of The Depository Trust
      Company, as depositary (the "Depositary"). Beneficial interests in
        the Debentures will be shown on, and transfers thereof will be
         effected only through, records maintained in the Depositary
       (with respect to participants' interests) and its participants.
        Except as described herein, Debentures in definitive form will
         not be issued. The Debentures will trade in the Depositary's
          Same-Day Funds Settlement System until maturity or earlier
          repayment and secondary market trading for the Debentures
          will therefore settle in immediately available funds. All
           payments of principal and interest on global securities
             will be made by the Company in immediately available
                                    funds.
                          ---------------------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING
          SUPPLEMENT, OR THE ACCOMPANYING PROSPECTUS AND PROSPECTUS
             SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
                              CRIMINAL OFFENSE.
                         ---------------------------
 
     The Underwriter has agreed to purchase the Debentures from the Company at
99.774% of their principal amount, plus accrued interest from November 15, 1996
($349,816,638.89 aggregate proceeds to the Company, before deducting expenses
payable by the Company), subject to the terms and conditions set forth in the
Selling Agency Agreement dated October 25, 1996, as supplemented by the Terms
Agreement dated November 20, 1996.
 
     The Underwriter proposes to offer the Debentures from time to time for sale
in one or more negotiated transactions, or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. For further information with respect to the plan
of distribution and any discounts, commissions or profits on resale that may be
deemed underwriting discounts or commissions, see "The Underwriter" herein.

                          ---------------------------
 
     The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriter and subject to approval of certain legal matters by Cravath,
Swaine & Moore, counsel for the Underwriter. It is expected that delivery of the
Debentures will be made on or about November 25, 1996 through the book-entry
facilities of the Depositary against payment therefor in immediately available
funds.
                          ---------------------------

                              MORGAN STANLEY & CO.
                                  Incorporated
 
November 20, 1996
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBENTURES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                         DESCRIPTION OF THE DEBENTURES
 
GENERAL
 
     The following description of the Debentures supplements and, to the extent
inconsistent therewith, supersedes the descriptions of the terms and provisions
of the Debentures set forth under "Description of Notes" in the accompanying
Prospectus Supplement and "Description of the Debt Securities" in the
accompanying Prospectus, to which reference is hereby made. Certain capitalized
terms used herein are defined in such Prospectus and Prospectus Supplement.
 
     The Debentures will mature on November 15, 2026. Interest on the Debentures
will accrue from November 15, 1996 and will be payable semiannually on each May
15 and November 15, beginning May 15, 1997 (each such date, an "Interest Payment
Date"), at the annual rate set forth on the cover page of this Pricing
Supplement. The Regular Record Date with respect to each Interest Payment Date
will be the 5th day (whether or not a Business Day) of the month in which such
Interest Payment Date occurs.
 
     The principal of, and interest on, the Debentures are to be payable at the
office or agency of the Company in New York, New York (the "Paying Agent").
 
REDEMPTION AND EARLY REPAYMENT
 
     The Debentures will not be redeemable at the option of the Company prior to
maturity.
 
     The Debentures will be redeemable on the Interest Payment Dates occurring
on November 15, 2003 and November 15, 2008 (each a "Redemption Date"), at the
option of the Holders thereof, at 100% of their principal amount, together with
accrued interest to the date of redemption. Less than the entire principal
amount of any Debenture may be redeemed on either Redemption Date, provided that
the principal amount which is to be redeemed is equal to $1,000 or an integral
multiple of $1,000.
 
     The Depositary or its nominee, as registered holder of the Debentures, will
be entitled to tender the Debentures on a Redemption Date for repayment. During
the period from and including the September 15 to and including the October 15
next preceding the relevant Redemption Date, the Depositary will receive
instructions from its participants (acting on behalf of owners of beneficial
interests in the Debentures) to tender the Debentures for repayment under the
Depositary's procedures. Such tenders for repayment will be made by the
Depositary, provided that the Depositary receives instructions from tendering
participants by noon, New York City time, on the applicable October 15. The
Depositary will notify the Paying Agent by the close of business on such October
15 as to the aggregate principal amount of the Debentures, if any, for which the
Depositary shall have received instructions to tender for repayment. OWNERS OF
BENEFICIAL INTERESTS IN DEBENTURES WHO WISH TO EFFECTUATE THE TENDER AND
REPAYMENT OF SUCH DEBENTURES MUST INSTRUCT THEIR RESPECTIVE DEPOSITARY
PARTICIPANT OR PARTICIPANTS A REASONABLE PERIOD OF TIME IN ADVANCE OF THE
APPLICABLE OCTOBER 15.
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     If at any time the use of a book-entry only system through the Depositary
(or any successor securities depositary) is discontinued with respect to the
Debentures, tenders for repayment of any Debenture on a Redemption Date shall be
made according to the following procedures. The Company must receive at the
principal office of the Paying Agent, during the period from and including the
September 15 to and including the October 15 next preceding the relevant
Redemption Date: (i) the Debenture with the form entitled "Option to Elect
Repayment" on the reverse side of the Debenture duly completed; or (ii)(x) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or a trust company in the United States of America, setting
forth the names of the registered holder of the Debenture, the principal amount
of the Debenture, the amount of the Debenture to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the
Debenture to be repaid, with the form entitled "Option to Elect Repayment" on
the reverse side of the Debenture duly completed, will be received by the
Company not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter; and (y) such Debenture and form duly
completed are received by the Company by such fifth Business Day. Any such
notice received by the Company during the period from and including such
September 15 to and including such October 15 shall be irrevocable. All
questions as to the validity, eligibility (including time of receipt) and the
acceptance of any Debenture for repayment will be determined by the Company,
whose determination will be final and binding.
 
     For all purposes of this section, if such October 15 is not a Business Day,
it shall be deemed to refer to the next succeeding Business Day.
 
                                THE UNDERWRITER
 
     Subject to the terms and conditions set forth in the Selling Agency
Agreement dated October 25, 1996, as supplemented by the Terms Agreement dated
November 20, 1996 (as supplemented, the "Agreement"), Morgan Stanley & Co.
Incorporated (the "Underwriter") has agreed to purchase, and the Company has
agreed to sell to the Underwriter, $350,000,000 principal amount of the
Debentures.
 
     The Agreement provides that the obligations of the Underwriter to pay for
and accept delivery of the Debentures are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The Underwriter
is committed to take and pay for all the Debentures if any are taken.
 
     The distribution of the Debentures by the Underwriter is being effected
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of each sale. In connection with the sale of any
Debenture the Underwriter may be deemed to have received compensation from the
Company equal to the difference between the amount received by the Underwriter
upon the sale of such Debentures and the price at which the Underwriter
purchased such Debentures from the Company. In addition, the Underwriter may
sell Debentures to or through certain dealers, and dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriter and/or any purchasers of Debentures for whom it may act as
agent (which compensation may be in excess of customary commissions). The
Underwriter may also receive compensation from the purchasers of Debentures for
whom it may act as agent.
 
     The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
 
     The Company does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the Underwriter that it
presently intends to make a market in the Debentures as permitted by applicable
laws and regulations. The Underwriter is not obligated, however, to make a
market in the Debentures and any such market-making may be discontinued at any
time at the sole discretion of the Underwriter. Accordingly, no assurance can be
given as to the liquidity of, or trading market for, the Debentures.