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			          FORM 10-Q/A
			      Amendment No. 1     

		      SECURITIES AND EXCHANGE COMMISSION
			   WASHINGTON, D.C.  20549

[Mark One]

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	 EXCHANGE ACT OF 1934

	 For the quarterly period ended:  September 30, 1995

				      OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	 EXCHANGE ACT OF 1934

	 For the transition period from:                to

Commission file number:    1-8133

			   XEROX CREDIT CORPORATION
	    (Exact name of Registrant as specified in its charter)

Delaware                                                           06-1024525
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification No.)

	    100 First Stamford Place, Stamford, Connecticut 06904
		   (Address of principal executive offices)
				  (Zip Code)

				(203) 325-6600
		       (Registrant's telephone number,
			     including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.       Yes     X    No       


		    APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.

   Class                                   Outstanding as of October 31, 1995
Common Stock                                              2,000

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.

				      THIS DOCUMENT CONSISTS OF 13 PAGES.
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PART 1.   FINANCIAL INFORMATION
Item 1.   Financial Statements


			   XEROX CREDIT CORPORATION
		      CONSOLIDATED STATEMENTS OF INCOME

				(In Millions)


				       Three Months Ended    Nine Months Ended
					  September 30,        September 30,
					  1995     1994        1995     1994
Earned income:

   Contracts and notes receivable       $   87   $   91    $    267   $  273

Expenses:

   Interest                                 57       52         165      154
   Operating and administrative              3        2          10        9

      Total expenses                        60       54         175      163

Income before income taxes                  27       37          92      110

Provision for income taxes                  11       15          37       45


Net income                             $    16  $    22    $     55   $   65


See accompanying notes.









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			     XEROX CREDIT CORPORATION
			   CONSOLIDATED BALANCE SHEETS
				  (In Millions)

						 September 30, December 31,
						      1995         1994

				      ASSETS

Cash and cash equivalents                          $     -      $     -

Investments:
   Contracts receivable                              4,058        4,203
   Notes receivable - Xerox and affiliates             183           59
   Unearned income                                    (425)        (434)
   Allowance for losses                               (123)        (129)
	 Total investments                           3,693        3,699

Net assets of discontinued operations                  196          289

Other assets                                             2            2

	 Total assets                              $ 3,891      $ 3,990

		       LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities:
   Notes payable within one year:
      Commercial paper                             $   955      $ 1,657
      Current portion of notes payable 
	after one year                                 587          403
   Notes payable after one year                      1,694        1,246
   Notes payable after one year - Xerox affiliates      75           75
   Due to Xerox Corporation, net                         -           39
   Accounts payable and accrued liabilities             66           56
   Deferred income taxes                                 9            9
	 Total liabilities                           3,386        3,485

Shareholder's equity:
   Common stock, no par value, 2,000 shares
     authorized, issued and outstanding                 23           23
   Additional paid-in capital                          219          145
   Retained earnings                                   262          336
   Cumulative translation adjustment                     1            1

	 Total shareholder's equity                    505          505

	 Total liabilities and shareholder's
	   equity                                  $ 3,891      $ 3,990

See accompanying notes.




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			   XEROX CREDIT CORPORATION
		    CONSOLIDATED STATEMENTS OF CASH FLOWS

				(In Millions)

							   Nine Months Ended
							      September 30,
							     1995      1994

Cash Flows from Operating Activities
   Net income                                             $    55  $     65
   Adjustments to reconcile net income to net 
      cash (used in) / provided by operating activities:
      Net change in operating assets
	and liabilities                                       (80)      (30)

   Net cash (used in)/provided by operating activities        (25)       35    


Cash Flows from Investing Activities
   Purchases of investments                                (1,028)   (1,120)
   Proceeds from collections of investments                 1,159     1,114
   Net collections from discontinued operations                19        43

   Net cash provided by investing activities                  150        37


Cash Flows from Financing Activities
   Decrease in short-term debt, net                          (703)     (117)
   Proceeds from long-term debt                             1,033       486
   Principal payments on long-term debt                      (400)     (385)
   Dividends                                                  (55)      (55)

   Net cash used in financing activities                     (125)      (71)


Net Change
   Increase in cash and cash equivalents                        -         1
   Cash and cash equivalents, beginning of period               -         1

   Cash and cash equivalents, end of period               $     -  $      2

Supplemental disclosure of non-cash activities:
  As described in Note 1, the Company dividended its $74 million investment
  in Xerox Financial Services Life Insurance Company to its parent company
  in 1995.  The parent company then made a capital contribution of $74 million 
  to the Company by issuing a $74 million interest bearing note to the 
  Company.


See accompanying notes.



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			   XEROX CREDIT CORPORATION
		  Notes to Consolidated Financial Statements


 (1) The consolidated financial statements presented herein have been
     prepared by Xerox Credit Corporation (the "Company") in accordance with
     the accounting policies described in its Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994 and should be read in
     conjunction with the Notes to Consolidated Financial Statements
     which appear in that report.

     In the opinion of management, all adjustments (consisting only of normal
     recurring adjustments) which are necessary for a fair statement of the
     operating results for the interim periods presented have been made.

     Interim financial data presented herein are unaudited.

     Certain prior year balances have been reclassified to conform with the
     current year presentation.

     In June 1995, the Company's parent, Xerox Financial Services, Inc.(XFSI),
     sold Xerox Financial Services Life Insurance Company (XFSLIC).  In
     connection with the sale, the Company's $74 million investment in XFSLIC,
     reported as a component of net assets of discontinued operations at the
     time of the sale, was dividended to XFSI.  XFSI in turn made a capital
     contribution of $74 million to the Company by issuing a $74 million
     interest-bearing note to the Company.  This note is an asset of the 
     Company's continuing operations.
 
 (2) During the first nine months of 1995, the Company sold an aggregate of
     $1,033 million in principal amount of medium-term notes.  Of this amount,
     $503 million are floating-rate notes maturing in 1997 ($330), 1998 ($120)
     and 2000 ($53) and bearing interest rates based primarily on spreads
     above certain reference rates such as the Prime and U.S. Federal Funds
     Rates.  The remaining $530 million are fixed-rate notes which mature in
     1996 ($130), 1998 ($100) and 2000 ($300),of which $430 million have been
     swapped into variable rate obligations maturing on the same dates.
     Interest rates are based on spreads from commercial paper.

     As more fully described on page 6, the Company "match funds" its 
     contracts receivable by swapping substantially all of its variable-rate 
     commercial paper and medium term notes into fixed rates of interest.

 (3) During the first nine months of 1995, the Company redeemed, at maturity,
     $150 million of 8.75% notes and $250 million of variable rate notes.

 (4) Pursuant to a Support Agreement between the Company and Xerox 
     Corporation (Xerox), Xerox has agreed to retain ownership of 100 
     percent of the voting capital stock of the Company and to make 
     periodic payments to the extent necessary to ensure that the 
     Company's annual pre-tax earnings available for fixed charges equals 
     at least 1.25 times the Company's fixed charges.  The Support Agreement
     specifically provides that Xerox does not directly or indirectly guaranty
     any indebtedness, liability or obligation of the Company.

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Item 2. Management's Discussion and Analysis of Financial Condition and
	    Results of Operations

RESULTS OF OPERATIONS
			   Continuing Operations

      Contracts receivable income represents income earned under an agreement 
with Xerox pursuant to which the Company purchases long-term accounts 
receivable associated with Xerox' sold equipment. The Company purchases from 
Xerox all contract receivables due from the Federal Government and commercial 
customers.  New receivables are purchased monthly.  The purchase price of the 
receivables is calculated as the present value of the future cash flows.  The 
interest rate utilized to discount the cash flows is determined by certain 
referenced interest rates plus a prescribed spread.  The interest rate 
utilized for the cost calculation is adjusted monthly as each new portfolio of 
receivables is purchased.  

   
      Earned income from contracts receivable for the third quarter of 1995 
was $87 million versus $91 million in the corresponding period in 1994, and 
for the nine-month periods ended September 30, 1995 and 1994, was $267 and 
$273 million, respectively.  The decreases are primarily due to a reduction in 
the size of the portfolios of contracts receivable purchased from Xerox and a 
reduction in the interest rate spread on the contracts being purchased.      

      Third quarter interest expense increased to $57 million in 1995 from
$52 million in the same period in 1994.  For the nine-month period ended
September 30, 1995, interest expense increased to $165 million from $154 
million in 1994.  These increases are principally attributable to, beginning 
in 1995, the allocation to continuing operations of interest expense 
previously allocated to discontinued operations, higher interest expense 
resulting from the timing of settlements of intercompany liabilities and 
sundry other items.

     Since substantially all of the Company's contracts receivable earn fixed 
rates of interest, the Company "match funds" the contracts by swapping 
variable-rate commercial paper and medium term notes into fixed rates of 
interest for specified maturities. Match funding effectively "locks in" 
interest spreads and eliminates the risk of shrinking interest margins in a 
rising interest rate environment.  Conversely, this practice effectively 
eliminates the opportunity to increase margins when interest rates are 
declining.  The Company intends to continue to match its contracts receivable 
and indebtedness in order to maintain the relationship between interest income 
and interest expense.

      Operating and administrative expenses were $3 million for the third
quarter of 1995 and $2 million for the third quarter of 1994.  For the nine-
month periods ended September 30, 1995 and 1994, operating and administrative
expenses totaled $10 million and $9 million, respectively.  These expenses are
primarily the costs to administer the contracts receivable purchased from 
Xerox.

      The effective income tax rate for continuing operations for each of the
first nine months of 1995 and 1994, was 40.5 percent.


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			   XEROX CREDIT CORPORATION
		   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		RESULTS OF OPERATIONS AND FINANCIAL CONDITION
				 (Continued)


			 Discontinued Operations

      Since their discontinuance in 1990, the Company has made substantial 
progress in disengaging from the real estate and third-party financing
businesses.  Through September 30, 1995, the Company received net cash 
proceeds of $2,432 million from the sale of discontinued business units, asset 
securitizations, sales, and runoff collection activities.  The amounts 
received have been consistent with the Company's estimates in the disposal 
plan and were primarily used to reduce the Company's short-term indebtedness.  
At September 30, 1995, the Company was contingently liable for approximately 
$16 million of receivables under recourse provisions associated with 
securitization transactions.

     During the first nine months of 1995, the Company reduced its net 
assets of discontinued operations by approximately $93 million, primarily 
through the disposal of the Company's $74 million investment in XFSLIC and 
contractual maturities.

     Since approximately $58 million of the remaining assets represent 
passive lease receivables, many with long-duration contractual maturities 
and unique tax attributes, the Company expects that the wind-down of the 
portfolio will be slower during 1995 and in future years than in past years.  
The Company believes that the liquidation of the remaining assets will not 
result in a net loss.

CAPITAL RESOURCES AND LIQUIDITY

      The Company's principal sources of funds are cash from the collection
of Xerox contracts receivable and borrowings.

      At September 30, 1995 the Company and Xerox had joint access to three
revolving credit agreements totaling $5 billion with various banks, which
expire from 1995 to 1999.  The interest on amounts borrowed under these 
facilities would, at the Company's option, be based on certain reference 
rates such as LIBOR and the U.S. Federal Funds rates, plus a prescribed 
spread.

      Cash used in operating activities was $25 million in the first nine 
months of 1995, compared to $35 million provided by operating activities
during the same period in 1994.  The change is primarily due to the timing 
of intercompany receipts and disbursements which resulted in a higher net
intercompany receivable on September 30, 1995 than on September 30, 1994.

      Cash provided by investing activities was $150 million during the first
nine months of 1995, compared with $37 million provided during the same period 
in 1994.  The increase in cash provided by investing activities is principally
the result of a lower level of purchased contracts receivable in 1995.


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			   XEROX CREDIT CORPORATION
		   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
		RESULTS OF OPERATIONS AND FINANCIAL CONDITION
				 (Continued)


      Cash used in financing activities was $125 million in the first nine
months of 1995 compared to $71 million used during the same period in 1994.
This change is largely due to the decreased net proceeds from debt due to a 
reduced level of investments in Xerox' contracts receivable.

      The Company believes that cash provided by operations,  liquidity 
available
under its commercial paper program supported by its credit facilities, and its
readily available access to the capital markets are more than sufficient to
meet its ongoing funding needs.

     Borrowing associated with the financing of customer purchases of Xerox
equipment is expected to increase during the last quarter of 1995.  This
growth will be partially offset by proceeds from discontinued third-party
financing and leasing asset runoff.  The timing, amount and form of new short-
and longer-term debt financing will be determined based upon the Company's
funding needs and prevailing debt market conditions.

      As of September 30, 1995, the Company's debt-to-equity ratio was 6.41 
to 1. The Company manages its leverage using a debt-to-equity
guideline of 6.5 to 1.

      The Company intends to continue to match its contracts receivable and
indebtedness.  To assist in managing its interest rate exposure, the
Company has entered into a number of interest rate swap agreements.  In
general, the Company's objective is to hedge its variable-rate debt by paying
fixed rates under the swap agreements while receiving variable-rate
payments in return.  Additionally, in connection with the issuance of certain 
medium term notes, the Company has entered into interest rate
swap agreements to transform fixed rate term debt to variable rate "synthetic 
commercial paper", and other swap agreements which effectively convert 
variable-rate debt tied to the Prime rate, the Federal Funds rate, etc. into 
variable-rate debt that is indexed to commercial paper rates.






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			   XEROX CREDIT CORPORATION


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

	  None.


Item 6.   Exhibits and Reports on Form 8-K

	  (a)   Exhibits

		Exhibit 12 (a) Computation of the Company's Ratio of Earnings
			       to Fixed Charges.

			   (b) Computation of Xerox' Ratio of Earnings
			       to Fixed Charges.

	  (b)   Reports on Form 8-K.

		None





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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(REGISTRANT)                 XEROX CREDIT CORPORATION




			     BY

(NAME AND TITLE)             George R. Roth, Vice President,
			     Treasurer and Chief Financial Officer
   
(DATE)                       November 13, 1995     






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