Rule 424(b)(3)
                                             File No. 33-54629
 
Pricing Supplement No. 1025               Dated: March 4, 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(s) is(are) acting as Principal)
Agent's Discount or Commission: 2.00% of Principal Amount
Net proceeds to Company: $24,500,000
Original Issue Date (Settlement Date): March 15, 1996
Maturity Date: March 15, 2011
Agent(s): 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 of Note: /X/ Book Entry   / / Certificated 
Specified Currency (if other than U.S. dollars, see 
  Attachment): U.S. dollars
Authorized Denominations: $1,000
  Integral Multiples in excess thereof: $1,000
______________________________________________________________

                           INTEREST
______________________________________________________________

/ / Floating Rate Note:

/X/ Fixed Rate Note (other than Amortizing Note or 
    Zero-Coupon Note):
    Fixed rate of: 6.60 % per annum 
_____________________________________________________________
 
  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): Interest Payment Dates occurring in 
    each March and September, commencing  March 15, 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 (see below)
  Repayment date(s):
  Repayment price(s):    % of the principal amount of the 
    Note to be repaid
  Other provisions:

Option to extend Maturity Date:
  /X/ No    / / Yes (see below)
  By:  / / the Company    / / the Holder

Option to reset interest rate (if Fixed Rate Note) or Spread
and/or Spread Multiplier (if Floating Rate Note): 
  /X/ No    / / Yes (See Attachment)
______________________________________________________________

                         ATTACHMENT
______________________________________________________________
 
The Interest Payment Dates will be the 15th of each calendar 
month, commencing April 15, 1996, and the Regular Record Date 
for each Interest Payment Date will be the 15th day (whether 
or not a Business Day) next preceding such Interest Payment 
Date.