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                                                                Exhibit 3 (b)
                                                      As Amended and Restated
                                                    Through September 1, 1992



                         XEROX CREDIT CORPORATION


                                 BY-LAWS


                                ARTICLE I

                                 OFFICES

    Section 1.    The office of the Corporation shall be located in the City 
of Dover, State of Delaware (the "State").

    Section 2.    The Corporation may also have offices at such other places 
both within and without the State as the board of directors may from time to 
time determine or the business of the Corporation may require.


                               ARTICLE II

                    ANNUAL MEETINGS OF STOCKHOLDERS

    Section 1.    All annual meetings of stockholders shall be held on such 
date and time and place as shall be designated from time to time by the board 
of directors, at which they shall elect by a plurality vote, a board of 
directors, and transact such other business as may properly be brought before 
the meeting.

    Section 2.    Written or printed notice of the annual meeting stating the 
place, date and hour of the meeting shall be delivered not less than ten nor 
more than sixty days before the date of the meeting, either personally or by 
mail, by or at the direction of the president, secretary or the officer or 
persons calling the meeting, to each stockholder of record entitled to vote 
at such meeting.


                              ARTICLE III

                     SPECIAL MEETINGS OF STOCKHOLDERS

    Section 1.    Special meetings of stockholders may be held at such time 
and place within or without the State as shall be stated in the notice of the 
meeting or in a duly executed waiver of notice thereof.

    Section 2.    Special meetings of the stockholders, for any purpose or 
purposes, unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the chairman, president, a majority of the 
board of directors or the holders of not less than ten percent of all the 
shares entitled to vote at the meeting.








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    Section 3.    Written or printed notice of a special meeting stating the 
place, date and hour of the meeting and the purpose or purposes for which the 
meeting is called, shall be delivered not less than ten nor more than sixty 
days before the date of the meeting, either personally or by mail, by, or at 
the direction of, the chairman, president, secretary or the officer or 
persons calling the meeting, to each stockholder of record entitled to vote 
at such meeting.  The notice shall also indicate that it is being issued by, 
or at the direction of, the person calling the meeting.

    Section 4.    Notice of a meeting need not be given to any stockholder 
who signs a waiver of such notice before or after the meeting.

    Section 5.    The officer who has charge of the stock ledger of the 
Corporation shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten days prior to the meeting, either at a place within 
the city where the meeting is to be held, which place shall be specified in 
the notice of the meeting, or, if not so specified, at the place where the 
meeting is to be held.  The list shall also be produced and kept at the time 
and place of the meeting during the whole time thereof, and may be inspected 
by any stockholder who is present.



                              ARTICLE IV

                       QUORUM AND VOTING OF STOCK

    Section 1.    The holders of a majority of the shares of stock issued and 
outstanding and entitled to vote, represented in person or by proxy, shall 
constitute a quorum at all meetings of the stockholders for the transaction 
of business except as otherwise provided by statute.

    Section 2.    If a quorum is present, the affirmative vote of a majority 
of the shares of stock represented at the meeting shall be the act of the 
stockholders, unless the vote of a greater or lesser number of shares of 
stock is required by law.

    Section 3.    Each outstanding share of stock having voting power shall 
be entitled to one vote on each matter submitted to a vote at a meeting of 
stockholders. A stockholder may vote either in person or by proxy executed in 
writing by the stockholder or by his duly authorized attorney-in-fact. No 
proxy shall be valid after eleven months from its date unless the proxy 
provides for a longer period.

    Section 4.    Whenever stockholders are required or permitted to take any 
action by vote, such action may be taken without a meeting on written 
consent, setting forth the action so taken, signed by the holders of all 
outstanding shares entitled to vote thereon.












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                                ARTICLE V

                                DIRECTORS

    Section 1.    The number of directors shall be not less than one nor more 
than twenty.  The number of directors shall be determined from time to time 
by a resolution of the stockholders or the board of directors.  The 
directors, other than the first board of directors, shall be elected at the 
annual meeting of the stockholders, except as hereinafter provided, and each 
director elected shall serve until the next succeeding annual meeting and 
until his successor shall have been elected and qualified.  Each director 
shall be a United States citizen.  The first board of directors shall hold 
office until the first annual meeting of stockholders.

    Section 2.    Any or all of the directors may be removed, with or without 
cause, at any time by the stockholders by the affirmative vote of the 
majority of the votes cast by the holders of shares entitled to vote for the 
election of directors.

    Section 3.    Directors shall not be elected by cumulative voting unless 
otherwise required by law.

    Section 4.    Newly created directorships resulting from an increase in 
the board of directors and all vacancies occurring in the board may be filled 
by a majority of the directors then in office, though less than a quorum, or 
by the stockholders at an annual meeting or at a special meeting of 
stockholders called for that purpose.  A director elected to fill a vacancy 
shall be elected for the unexpired portion of the term of his predecessor in 
office.  A director elected to fill a newly created directorship shall serve 
until the next succeeding annual meeting of stockholders and until his 
successor shall have been elected and qualified.

    Section 5.    The business affairs of the Corporation shall be managed by 
its board of directors which may exercise all such powers of the Corporation 
and do all such lawful acts and things as are not by statute or by the 
certificate of incorporation or by these by-laws directed or required to be 
exercised or done by the stockholders.

    Section 6.    The directors may keep the books of the Corporation, except 
such as are required by law to be kept within the State, outside the State, 
at such place or places as they may from time to time determine.

    Section 7.    The board of directors, by the affirmative vote of a 
majority of the directors then in office, and irrespective of any personal 
interest of any of its members, shall have authority to establish reasonable 
compensation of all directors for services to the Corporation as directors, 
officers or otherwise.

















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                              ARTICLE VI

                   MEETINGS OF THE BOARD OF DIRECTORS

    Section 1.    Meetings of the board of directors, regular or special, may 
be held either within or without the State.

    Section 2.    The first meeting of each newly elected board of directors 
shall be held at such time and place as shall be fixed by the vote of the 
stockholders at the annual meeting and no notice of such meeting shall be 
necessary to the newly elected directors in order to legally constitute the 
meeting, provided a quorum shall be present, or it may convene at such place 
and time as shall be fixed by the consent in writing of all the directors.

    Section 3.    Regular meetings of the board of directors may be held upon 
such notice, or without notice, and at such time and at such place as shall 
from time to time be determined by the board.

    Section 4.    Special meetings of the board of directors may be called by 
the chairman, president, any two directors, the secretary or the holders of 
all the outstanding shares of stock of the Corporation on three days' notice 
to each director, delivered by mail, or on twenty-four hours' notice given in 
person or by telephone or telegram.

    Section 5.   Notice of a meeting need not be given to any director who 
submits a signed waiver of notice, before or after the meeting, or who 
attends the meeting without protesting, prior thereto or at its commencement, 
the lack of notice.  Neither the business to be transacted at, nor the 
purpose of, any regular or special meeting of the board of directors need be 
specified in the notice or waiver of notice of such meeting.

    Section 6.    A majority of the directors shall constitute a quorum for 
the transaction of business.  The vote of a majority of the directors present 
at any meeting at which a quorum is present shall be the act of the board of 
directors, unless the vote of a greater number is required by law.  If a 
quorum shall not be present at any meeting of directors, the directors 
present may adjourn the meeting from time to time, without notice other than 
announcement at the meeting, until a quorum shall be present.

    Section 7.    Members of the board of directors, or any committee 
designated by the board of directors, may participate in a meeting of the 
board of directors, or any committee, by means of conference telephone or 
similar communications equipment by means of which all persons participating 
in the meeting can hear each other, and such participation in a meeting shall 
constitute presence in person at the meeting.

    Section 8.    Any action required or permitted to be taken at a meeting 
of the directors or a committee thereof may be taken without a meeting if a 
consent in writing to the adoption of a resolution authorizing the action so 
taken, shall be signed by all of the directors entitled to vote with respect 
to the subject matter thereof and the writing or writings are filed with the 
minutes of proceedings of the board or committee.












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                                 ARTICLE VII

                             EXECUTIVE COMMITTEE

    Section 1.    The board of directors, by resolution adopted by a majority 
of the entire board, may designate, from among its members, an executive 
committee and other committees, each consisting of two or more directors, and 
each of which, to the extent provided in the resolution, shall have all the 
authority of the board, except as otherwise required by law.  The executive 
committee shall have the power to declare dividends. The board may designate 
one or more directors as alternate members of any committee, who may replace 
any absent or disqualified member at any meeting of the committee.  Vacancies 
in the membership of a committee shall be filled by the board of directors at 
a regular or special meeting of the board of directors.  Each committee shall 
keep regular minutes of its proceedings and report the same to the board when 
required.

    Section 2.    In the absence or disqualification of a member of a 
committee, the member or members thereof present at any meeting and not 
disqualified from voting, whether or not he or they constitute a quorum, may 
unanimously appoint another member of the board of directors to act at the 
meeting in the place of any such absent or disqualified member.


                               ARTICLE VIII

                                 NOTICES

    Section 1.    Whenever, under the provisions of the statutes or of the 
certificate of incorporation or of these by-laws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at his address as it appears on the records 
of the Corporation, with postage thereon prepaid, and such notice shall be 
deemed to be given at the time when the same shall be deposited in the United 
States mail.  Notice to directors may also be given in person or by telephone 
or telegram.

    Section 2.    Whenever any notice of a meeting is required to be given 
under the provisions of the statutes or under the provisions of the 
certificate of incorporation or these by-laws, a waiver thereof in writing 
signed by the person or persons entitled to such notice, whether before or 
after the time stated therein, shall be deemed equivalent to the giving of 
such notice.  All waivers of notice shall be made a part of the minutes of 
the meeting.



















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                               ARTICLE IX

                                OFFICERS

    Section 1.    The officers of the Corporation shall be a chairman, 
president, a treasurer and a secretary, all of whom shall be elected by the 
board of directors and who shall hold office until their successors are 
elected and qualified.  In addition, the board of directors may elect one or 
more vice presidents, a controller and such assistant secretaries, assistant 
treasurers and assistant controllers as it may deem proper.  The officers 
shall be elected at the first meeting of the board of directors and 
thereafter at each succeeding annual meeting of directors.  All vacancies 
occurring among any of the officers shall be filled by the board of 
directors.  Any two or more offices may be held by the same person, but no 
officer shall execute, acknowledge or verify any instrument in more than one 
capacity if such instrument is required by law or these by-laws to be 
executed, acknowledged or verified by two or more officers.

    Section 2.    The board of directors may appoint such other officers and 
agents as it may deem advisable, who shall hold their offices for such terms 
and shall exercise such powers and perform such duties as shall be determined 
from time to time by the board of directors.

    Section 3.    Any officer elected or appointed by the board of directors 
may be removed at any time by the board of directors with or without cause. 

                             THE CHAIRMAN

    Section 4.    The Chairman shall preside at all meetings of the 
stockholders and directors at which he is present.  He shall also perform 
such other duties as may be assigned to him from time to time by the board of 
directors.  The Chairman shall be a United States citizen.

                            THE PRESIDENT

    Section 5.    The president shall be chief executive officer of the 
Corporation, shall have general and active management of the business of the 
Corporation and shall see that all orders and resolutions of the board of 
directors are carried into effect.  The president shall, in the absence of 
the Chairman, preside at all meetings of stockholders and directors at which 
he is present.  The president shall be a United States citizen.

    Section 6.    The president shall execute bonds, mortgages and other 
contracts requiring a seal under the seal of the Corporation, except where 
required or permitted by law to be otherwise signed and executed and except 
where the signing and execution thereof shall be expressly delegated by the 
board of directors to some other officer or agent of the Corporation.

                          THE VICE PRESIDENT

    Section 7.    In the absence of the president or in the event of his 
inability or refusal to act, the vice president (or in the event there be 
more than one vice president, the vice presidents in the order designated by 
the directors, or in the absence of any designation, then in the order of 
their election) shall perform the duties of the president, and when so 
acting, shall have all the powers of and be subject to all the restrictions 
upon the president.  The vice presidents shall perform such other duties and 
have such other powers as the president or the board of directors may from 
time to time prescribe. 






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                   THE SECRETARY AND ASSISTANT SECRETARY

    Section 8.    The secretary shall attend all meetings of the board of 
directors and all meetings of the stockholders and record all the proceedings 
of the meetings of the Corporation and of the board of directors in a book to 
be kept for that purpose and shall perform like duties for the standing 
committees when required.  He shall give, or cause to be given, notice of all 
meetings of the stockholders and special meetings of the board of directors, 
and shall perform such other duties as may be prescribed by the board of 
directors or president, under whose supervision he shall be. He shall have 
custody of the corporate seal of the Corporation and he, or an assistant 
secretary, shall have authority to affix the same to any instrument requiring 
it and when so affixed, it may be attested by his signature or by the 
signature of such assistant secretary.  The board of directors may give 
general authority to any other officer to affix the seal of the Corporation 
and to attest the affixing by his signature.

    Section 9.    The assistant secretary, or if there be more than one, the 
assistant secretaries in the order determined by the board of directors (or 
if there be no such determination, then in the order of their election) 
shall, in the absence of the secretary or in the event of his inability or 
refusal to act, perform the duties and exercise the powers of the secretary 
and shall perform such other duties as the president or the board of 
directors may from time to time prescribe.

                    THE TREASURER AND ASSISTANT TREASURER

  Section 10.    The treasurer shall be the chief financial officer of the 
Corporation unless the board of directors shall designate another person as 
such; he shall have custody of the corporate funds and securities and shall 
keep full and accurate accounts of receipts and disbursements in books 
belonging to the Corporation and shall deposit all moneys and other valuable 
effects in the name and to the credit of the Corporation in such depositories 
as may be designated by the board of directors.

    Section 11.    The treasurer shall disburse the funds of the Corporation 
as may be ordered by the board of directors, taking proper vouchers for such 
disbursements, and shall render to the president and the board of directors, 
at its regular meetings, or when the president or the board of directors so 
requires, an account of all his transactions as treasurer and of the 
financial condition of the Corporation.

    Section 12.    If required by the board of directors, the treasurer shall 
give the Corporation a bond in such sum and with such surety or sureties as 
shall be satisfactory to the board of directors for the faithful performance 
of the duties of his office and for the restoration to the Corporation, in 
case of his death, resignation, retirement or removal from office, of all 
books, papers, vouchers, money and other property of whatever kind in his 
possession or under his control belonging to the Corporation.

    Section 13.    The assistant treasurer, or if there shall be more than 
one, the assistant treasurers in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election), shall, in the absence of the treasurer or in the event of his 
inability or refusal to act, perform the duties and  exercise the powers of 
the treasurer and shall perform such other duties and have such other powers 
as the president or the board of directors may from time to time prescribe.








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                  THE CONTROLLER AND ASSISTANT CONTROLLER

  Section 14.    The controller shall keep the books of account for internal 
and external reporting purposes.  He shall perform all other duties 
customarily incident to the office of controller and shall perform other such 
duties and exercise such other powers as the chairman, president or the board 
of directors may from time to time prescribe.

    Section 15.    The assistant controller, or if there shall be more than 
one, the assistant controllers in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election), shall, in the absence of the controller or in the event of his 
inability or refusal to act, perform the duties and exercise the powers of 
the controller and shall perform such other duties and have such other powers 
as the president or the board of directors may from time to time prescribe.


                               ARTICLE X

                         CERTIFICATE FOR SHARES

    Section 1.    The shares of the Corporation shall be represented by 
certificates signed by the chairman or the president or a vice president and 
the secretary or an assistant secretary or the treasurer or an assistant 
treasurer of the Corporation and may be sealed with the seal of the 
Corporation or a facsimile thereof. 

                           LOST CERTIFICATES

    Section 2.    The board of directors may direct a new certificate to be 
issued in place of any certificate theretofore issued by the Corporation 
alleged to have been lost, stolen or destroyed. 

                          TRANSFERS OF SHARES

    Section 3.    Upon surrender to the Corporation or the transfer agent of 
the Corporation of a certificate representing shares duly endorsed or 
accompanied by proper evidence of succession, assignment or authority to 
transfer, a new certificate shall be issued to the person entitled thereto, 
and the old certificate canceled and the transaction recorded upon the books 
of the Corporation.

                        REGISTERED STOCKHOLDERS

    Section 4.    The Corporation shall be entitled to recognize the 
exclusive right of a person registered on its books as the owner of shares to 
receive dividends, and to vote as such owner, and shall not be bound to 
recognize any equitable or other claim to or interest in such share or shares 
on the part of any other person, whether or not it shall have express or 
other notice thereof, except as otherwise provided by the laws of the State.














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                               ARTICLE XI

                           GENERAL PROVISIONS

                               DIVIDENDS

    Section 1.    Subject to the provisions of the certificate of 
incorporation relating thereto, if any, dividends may be declared by the 
board of directors at any regular or special meeting, pursuant to law.  
Dividends may be paid in cash, in shares of the capital stock or in the 
Corporation's bonds or its property, including the shares or bonds of other 
corporations subject to any provisions of law and of the certificate of 
incorporation.

    Section 2.    Before payment of any dividend, there may be set aside out 
of any funds of the Corporation available for dividends such sum or sums as 
the directors from time to time, in their absolute discretion, think proper 
as a reserve fund to meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the Corporation, or for such other 
purpose as the directors shall think conducive to the interest of the 
Corporation, and the directors may modify or abolish any such reserve in the 
manner in which it was created.  

                                 CHECKS

    Section 3.    All checks or demands for money and notes of the 
Corporation shall be signed by such officer or officers or such other person 
or persons as the board of directors may from time to time designate.

                               FISCAL YEAR

    Section 4.    The fiscal year of the Corporation shall be fixed by 
resolution of the board of directors.

                                   SEAL

    Section 5.    The corporate seal shall have inscribed thereon the name of 
the Corporation, the year and jurisdiction of its organization and the words 
"Corporate Seal."  The seal may be used by causing it or a facsimile thereof 
to be impressed or affixed or in any manner reproduced.

                             ANNUAL STATEMENT

    Section 6.    The board of directors shall be required to present at each 
annual meeting of stockholders a complete financial statement for the 
Corporation only if requested by a stockholder. 
 
             VOTING OF SHARES HELD IN THE NAME OF THE CORPORATION

    Section 7.    Each of the chairman, president, secretary or any assistant 
secretary is authorized to vote, represent and exercise on behalf of the 
Corporation all rights incident to any and all shares of any other 
corporation(s) standing in the name of the Corporation.  This authority may 
be exercised either in person or by any other person authorized to do so by 
proxy or power of attorney duly executed by the chairman, president, 
secretary or any assistant secretary.









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                    ASSIGNMENT AND TRANSFER OF STOCKS, BONDS, 
                           AND OTHER SECURITIES

    Section 8.    The chairman, president, the treasurer, the secretary, any 
assistant secretary, any assistant treasurer, and each of them, shall have 
power to assign, or to endorse for transfer, under the corporate seal, and to 
deliver, any stock, bonds, subscription rights, or other securities, or any 
beneficial interest therein, held or owned by the Corporation.  


                              ARTICLE XII

                            INDEMNIFICATION

    Section 1.    To the full extent authorized by law, the Corporation shall 
indemnify any person, made or threatened to be made, a party in any civil or 
criminal action or proceeding by reason of the fact that he, his testator or 
intestate is or was a director or officer of the Corporation or served any 
other corporation of any type or kind, domestic or foreign, or any 
partnership, joint venture, trust, employee benefit plan or other enterprise, 
in any capacity at the request of the Corporation.


                             ARTICLE XIII

                              AMENDMENTS

    Section 1.    These by-laws may be amended, repealed or new by-laws 
adopted (a) at any regular or special meeting of stockholders by the 
affirmative vote of a majority of shares entitled to vote, or (b) by the 
affirmative vote of a majority of the board of directors unless the power of 
the board to amend, repeal or adopt by-laws must be conferred in the 
certificate of incorporation and such power has not been so conferred.  In 
any event, the board may not take any action with respect to the by-laws 
which is reserved by statute to the stockholders, nor does any power of the 
board to amend, repeal or adopt by-laws divest, limit, or diminish the power 
of the stockholders to amend, repeal or adopt by-laws, including the power of 
stockholders to amend, repeal or adopt a by-law contrary to any action with 
respect thereto previously taken by the board.

    
    






















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