SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
 
                               SCHEDULE 13D
 
                Under the Securities Exchange Act of 1934
 
                              Amendment No. 2

                             SelecTronics, Inc.
                              (Name of Issuer)
 
                  Common Stock, par value $0.01 per share
                       (Title of Class of Securities)
 
                                 816314108
                               (CUSIP Number)
 
                              Martin S. Wagner
                            Assistant Secretary
                             Xerox Corporation
                            800 Long Ridge Road
                               P.O. Box 1600
                      Stamford, Connecticut 06904-1600
                               (203) 968-3000
                 (Name, Address and Telephone Number of Person 
               Authorized to Receive Notices and Communications)
 
                               May 19, 1994
           (Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box.  / /

Check the following box if a fee is being paid with this statement.  / /

CUSIP No. 816314108
______________________________________________________________________________
 
(1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above 
     Persons
 
     Xerox Corporation  I.R.S. Identification Number 16-0468020
______________________________________________________________________________
 
(2)  Check the Appropriate Box if a Member of a Group (See Instructions)

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     (a)  / /
     (b)  /X/
______________________________________________________________________________
 
(3)  SEC Use Only
______________________________________________________________________________
 
(4)  Source of Funds (See Instructions)
 
     WC, OO
______________________________________________________________________________
 
(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 
     2(d) or 2(e)  / /
______________________________________________________________________________
 
(6)  Citizenship or Place of Organization
 
     New York
______________________________________________________________________________
 
                  (7)  Sole Voting Power
 
                       15,751,651 Shares of Common Stock (See Item 5 hereof)
                  ____________________________________________________________
Number of Shares
Beneficially      (8)  Shared Voting Power -- None
Owned by Each     ____________________________________________________________
Reporting    
Person With       (9)  Sole Dispositive Power
 
                       15,751,651 Shares of Common Stock (See Item 5 hereof)
                  ____________________________________________________________
 
                  (10) Shared Dispositive Power -- None
______________________________________________________________________________
 
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
 
     31,823,651 Shares of Common Stock (See Items 3 and 5 hereof)
______________________________________________________________________________
 
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions)  / / 
______________________________________________________________________________
 
(13) Percent of Class Represented by Amount in Row (11) 
 
     Approximately 50% (See Item 5 hereof)
______________________________________________________________________________
 
(14) Type of Reporting Person (See Instructions)
 
     CO
______________________________________________________________________________
 
ITEM 1.  SECURITY AND ISSUER
 
The class of equity securities to which this statement relates is the Common 
Stock, par value $0.01 per share (the "Common Stock"), of SelecTronics, Inc., 
a Delaware corporation ("SelecTronics").  SelecTronics' principal executive 
offices are located at Two Tobey Village Office Park, Pittsford, New York 
14534.
 
ITEM 2.  IDENTITY AND BACKGROUND
 
This statement is being filed by Xerox Corporation, a New York corporation 
("Xerox"), whose  principal executive offices are located at P.O. Box 1600, 
800 Long Ridge Road, Stamford, Connecticut 06904-1600.  Xerox is a global 

<PAGE>
company engaged in worldwide Document Processing businesses.
 
Set forth below is the name of each director of Xerox, the present principal 
occupation of such director and the business address of such director: 

DIRECTOR'S    PRESENT PRINCIPAL 
NAME          OCCUPATION (1)               ADDRESS (2)
  
Paul A.       President and Chief          Xerox Corporation
Allaire       Executive Officer            800 Long Ridge Road
                                           P.O. Box 1600
                                           Stamford, CT  06904-1600
 
Robert A.     Chairman Emeritus of         The Prudential Insurance Company  
Beck          the Board                       of America
                                           Corporate Office, Prudential Plaza
                                           Newark, NJ  07101
 
Joan Ganz     Chairman of the              Children's Television Workshop
Cooney        Executive Committee          One Lincoln Plaza
              of the Board                 New York, NY  10023
 
B.R.          Chairman of the Executive    Suite 650-221
Inman         Committee, Science           3300 Bee Cave Road
              Applications International   Austin, TX  78747
              Corporation
 
Vernon E.     Partner                      Akin, Gump, Strauss, Hauer & Feld
Jordan, Jr.                                1333 New Hampshire Ave, N.W., 
                                           Suite 400
                                           Washington, D.C.  20036
 
Yotaro       Chairman and Chief            Fuji Xerox Co., Ltd.
Kobayashi    Executive Officer             3-5 Akasaka 3-chome
                                           Minato-ku, Tokyo 107, Japan

Hilmar       Spokesman of the Board        Deutsche Bank AG
Kopper       of Managing Directors         Taunusanlage 12
                                           60262 Frankfurt, Germany
 
Ralph S.     Chairman and Chief            Johnson & Johnson
Larsen       Executive Officer             One Johnson & Johnson Plaza
                                           New Brunswick, NJ  08933
 
John D.      Principal                     JDM Investment Group
Macomber                                   2806 N Street, N.W.
                                           Washington, D.C.  20007
 
Nicholas J.  Former President and          Time Warner Inc.
Nicholas,    Co-Chief Executive Officer    1271 Avenue of the Americas
Jr.                                        Rm. 3457
                                           New York, NY  10020
 
John E.      President                     Procter & Gamble Company
Pepper, Jr.                                One Procter & Gamble Plaza
                                           Cincinnati, OH  45202
 
Martha R.    John M. Olin Foundation       Karl Eller Center, Room 501
Seger        Distinguished  Fellow         University of Arizona Business 
                                              School
                                           Tucson, AZ  85721
 
Thomas C.    Chairman                      Continental Bank, N.A.
Theobald                                   231 South LaSalle
                                           Chicago, IL  60697
_____________________________
 
(1)  The name of the organization in which the present principal occupation 
     of each director is conducted appears in the business address of such 
     director set forth next to such director's present principal occupation.

<PAGE>
 
(2)  Unless otherwise noted, the address is that of the organization in which 
     each director's present principal occupation is conducted, which is also 
     the business address of such director.
 
Each of the directors named above (other than Messrs. Yotaro Kobayashi and 
Hilmar Kopper) is a United States citizen.  Mr. Kobayashi is a citizen of 
Japan, and Mr. Kopper is a citizen of Germany.

Set forth below is the name of each executive officer of Xerox and the title 
of such officer at Xerox:
 
OFFICER'S NAME            TITLE
 
Paul A. Allaire           Chairman of the Board and Chief Executive Officer,
                          Chairman of the Executive Committee of the Board
Wayland R. Hicks          Executive Vice President
A. Barry Rand             Executive Vice President
Barry D. Romeril          Executive Vice President and Chief Financial Officer
Stuart B. Ross            Executive Vice President
Peter van Cuylenburg      Executive Vice President
William F. Buehler        Senior Vice President
Allan E. Dugan            Senior Vice President
Julius L. Marcus          Senior Vice President
Mark B. Myers             Senior Vice President
David R. Myerscough       Senior Vice President
Richard S. Paul           Senior Vice President and General Counsel
Leonard Vickers           Senior Vice President
Patricia C. Barron        Vice President
Richard S. Barton         Vice President
John Seely Brown          Vice President
Charles E. Buchheit       Vice President
Ronald B. Campbell, Jr.   Vice President
David T. Erwin            Vice President
Eunice M. Filter          Vice President, Treasurer and Secretary
Phillip D. Fishbach       Vice President
David W. Grainger         Vice President
Maurice F. Holmes         Vice President
Charles P. Holt           Vice President
James H. Lesko            Vice President
Roger E. Levien           Vice President
John A. Lopiano           Vice President
Patrick J. Martin         Vice President
John R. Milligan          Vice President
Alan R. Monahan           Vice President
Anne M. Mulcahy           Vice President
Colin J. O'Brien          Vice President
Russell Y. Okasako        Vice President
Wilbur I. Pittman         Vice President
Norman E. Rickard         Vice President
Ronald E. Rider           Vice President
Raghunandan D. Sachdev    Vice President and Controller
Brian E. Stern            Vice President
Patricia M. Wallington    Vice President
 
The organization in which the present principal occupation of each of the 
executive officers named above is conducted is Xerox, the principal 
executive offices of which are located at P.O. Box 1600, 800 Long Ridge 
Road, Stamford, Connecticut 06904-1600.  Each of the officers named above 
(other than Messrs. Romeril, van Cuylenburg and Vickers) is a United States 
citizen.  Messrs. Romeril, van Cuylenburg and Vickers are citizens of Great 
Britain.
 
During the past five years, neither Xerox nor, to its knowledge, any of 
its directors or executive officers named in this Item 2 has been (i) 
convicted in a criminal proceeding (excluding traffic violations or 
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial 
or administrative body of competent jurisdiction and as a result of such 
proceeding was or is subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting or mandating activities subject to, 

<PAGE>
federal or state securities laws or finding any violation with respect to 
such laws. 
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
From February 1991 to September 1993, Xerox advanced to SelecTronics various 
loans, totaling $1,130,000 in aggregate principal amount (the "Xerox Loans"), 
the proceeds of which were used for working capital purposes by SelecTronics 
and its wholly-owned subsidiary, Microlytics, Inc., a New York corporation 
("Microlytics").  The Xerox Loans were evidenced by the following demand 
promissory notes issued to Xerox by SelecTronics (collectively, the "Xerox 
Notes"):  $100,000 10% Promissory Note dated February 20, 1991, $75,000 10% 
Promissory Note dated February 28, 1991, $250,000 10% Promissory Note dated 
April 2, 1991, $50,000 10% Promissory Note dated June 3, 1991, $50,000 10% 
Promissory Note dated June 5, 1991, $75,000 10% Promissory Note dated June 
18, 1991, $150,000 10% Promissory Note dated June 24, 1991, $100,000 10% 
Promissory Note dated August 9, 1991, $180,000 8% Promissory Note dated 
August 2, 1993 and $100,000 8% Promissory Note dated September 14, 1993. 
 
In connection with the Xerox Loans, SelecTronics issued to Xerox warrants to 
purchase an aggregate of 1,030,000 shares of Common Stock (collectively, the 
"Warrants") at varying exercise prices.  The Warrants are exercisable at any 
time and expire on the fifth anniversary of the date of issue.  For a 
description of the terms and provisions of the Warrants, reference is hereby 
made to the Warrants, copies of which are filed as Exhibits (1) through (4) 
hereto and incorporated herein by reference.
 
In addition, pursuant to an Option Agreement dated May 21, 1990 between Xerox 
and Michael Weiner, Xerox purchased an option to purchase at any time 
1,000,000 shares of Common Stock owned by Michael Weiner (the "Option").  As 
consideration for the grant of the Option, Xerox paid Michael Weiner a sum of 
$500,000.  
 
In March 1994, the Board of Directors of SelecTronics resolved to reduce 
outstanding indebtedness of SelecTronics and, accordingly, approved the 
issuance of shares of Common Stock at $0.10 per share or, at the option of 
Xerox, shares of Convertible Preferred Stock of SelecTronics, par value $1.00 
per share ("Convertible Preferred Stock"), at $1.00 per share, in exchange 
for Xerox' forgiveness of all amounts due and owing under the Xerox Notes, 
including all accrued and unpaid interest thereon.  In order to issue Common 
Stock or Convertible Preferred Stock, the Board of Directors and shareholders 
of SelecTronics approved an amendment of the Certificate of Incorporation of 
SelecTronics (the "Amended Certificate of Incorporation"), authorizing the 
increase in the number of authorized shares of Common Stock to 125,000,000 
and the issuance of up to 5,000,000 shares of Convertible Preferred Stock.  
 
The shares of Convertible Preferred Stock are convertible, at any time at the 
election of the holder thereof, into shares of Common Stock at a ratio 
approximately equal to ten shares of Common Stock to one share of Convertible 
Preferred Stock ("ten-to-one ratio").  In addition, the shares of Convertible 
Preferred Stock may be redeemed by SelecTronics at any time after the filing 
with the Securities and Exchange Commission of SelecTronics' Annual Report on 
Form 10-KSB for the fiscal year ending March 31, 1995 at the ten-to-one 
ratio.  The Convertible Preferred Stock does not have any ordinary voting 
power.  For a description of the terms and provisions of the Convertible 
Preferred Stock, reference is hereby made to the Certificate of Amendment of 
Certificate of Incorporation of SelecTronics dated March 2, 1994, a copy of 
which is filed as Exhibit (5) hereto and incorporated herein by reference.
 
Pursuant to a letter agreement dated March 2, 1994 between Microlytics, Inc. 
and Xerox (the "Xerox Conversion Agreement"), on March 19, 1994, Xerox 
converted all amounts due and owing under the Xerox Notes, including all 
accrued and unpaid interest thereon, into 1,404,200 shares of Convertible 
Preferred Stock (the "Conversion").  The Xerox Conversion Agreement further 
provides that Xerox shall have the right from time to time, at Xerox' option 
and so long as the shares of Convertible Preferred Stock have not been fully 
converted into, or redeemed in exchange for, shares of Common Stock, to 
designate a nominee to the Board of Directors of SelecTronics, which 
designee shall be subject to the written approval of SelecTronics.  The 
Xerox Conversion Agreement also provides that, in addition to the redemption 

<PAGE>
rights set forth in the Amended Certificate of Incorporation, SelecTronics 
may at any time redeem the shares of Convertible Preferred Stock issued to 
Xerox in exchange for shares of Common Stock at the ten-to-one ratio, in the 
event that SelecTronics issues shares of Common Stock in a single offering 
for an aggregate purchase price of at least $1,000,000.  For a description 
of the terms and provisions of the Conversion, reference is hereby made to 
the Xerox Conversion Agreement, a copy of which is filed as Exhibit (6) 
hereto and incorporated herein by reference.
 
Xerox' working capital was used to advance the Xerox Loans.  As stated in 
Amendment No. 1, general corporate funds of Xerox were used to purchase the 
Option.  No funds were used to effect the Conversion.
 

ITEM 4.  PURPOSE OF TRANSACTION
 
As stated in Item 3 above, as a result of the Conversion, on May 19, 1994, 
Xerox acquired 1,404,200 shares of Convertible Preferred Stock, which shares 
are convertible at any time at Xerox' option into 14,042,000 shares of 
Common Stock.  In addition, by virtue of its ownership of the Option and the 
Warrants, Xerox may be deemed to beneficially own an additional 2,030,000 
shares of Common Stock.  The acquisition of the Convertible Preferred Stock, 
Option and Warrants have been made for investment purposes only.
 
(a)  To Xerox' knowledge, on May 19, 1994, in exchange for the forgiveness 
of certain indebtedness owed to Renaissance Capital Partners, Ltd. 
("Renaissance") by SelecTronics and/or Microlytics, Renaissance acquired 
1,556,654 shares of Convertible Preferred Stock, which shares are 
convertible at any time at Renaissance's option into 15,566,540 shares of 
Common Stock.
 
(b) - (f)  Xerox does not have any plans or proposals which relate to or 
would result in any of the actions described in paragraphs (b) through (f) 
of Item 4.
 
(g)  As stated in Item 3 above, the Certificate of Incorporation of 
SelecTronics was amended to authorize the increase in the number of 
authorized shares of Common Stock to 125,000,000 and the issuance of up to 
5,000,000 shares of Convertible Preferred Stock.  
 
(h) - (j)  Xerox does not have any plans or proposals which relate to or 
would result in any of the actions described in paragraphs (h) through (j) 
of Item 4.
 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER
 
(a)  As stated in Item 3 above, Xerox beneficially owns an aggregate of 
31,823,651 shares of Common Stock, of which 14,042,000 shares are 
represented by 1,404,200 shares of Convertible Preferred Stock, 1,030,000 
shares by the Warrants and 1,000,000 shares by the Option.  Xerox owns the 
remaining 15,751,651 shares directly in the form of Common Stock.  The 
31,823,651 shares of Common Stock represent approximately 50% of 63,441,714 
shares, (3) the total number of shares of Common Stock outstanding as at 
December 31, 1993.  To Xerox' knowledge, none of its directors and 
executive officers named in Item 2 above beneficially owns any shares of 
Common Stock.
 
(b)  Xerox presently has sole power to vote or to direct the vote and to 
dispose or direct the disposition of 15,751,651 shares of Common Stock.  
Should Xerox elect to convert the Convertible Preferred Stock it presently 
owns into shares of Common Stock and/or exercise the Warrants and/or Option, 
it will have the power to vote or to direct the vote and to dispose or 
direct the disposition of such shares of Common Stock as may be acquired 
upon conversion and/or exercise thereof.  To Xerox' knowledge, none of its 
directors and executive officers named in Item 2 above has either sole or 
shared power to vote or to direct the vote or to dispose or direct the 
disposition of any shares of Common Stock.
 
(c)  Except as otherwise described herein, including, without limitation, 
Item 6 hereof, neither Xerox nor, to its knowledge, any of its directors 
and executive officers named in Item 2 above has effected any transaction 

<PAGE>
in shares of Common Stock during the past 60 days.
 
(d)  None.
 
(e)  Not applicable.
_____________________________
 
     (3)  The total number of shares of Common Stock outstanding as at May 
20, 1994 is calculated as follows:  48,269,714 shares of Common Stock 
issued and outstanding as at May 20, 1994, plus 14,042,000 shares of 
Common Stock which are subject to the conversion privilege represented by 
the 1,404,200 shares of Convertible Preferred Stock, plus 1,030,000 shares 
of Common Stock which are subject to the Warrants, plus 1,000,000 shares 
of Common Stock which are subject to the Option.
 
ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
         RESPECT TO SECURITIES OF THE ISSUER
 
Except as stated in Items 3, 4 and 5 above, neither Xerox nor, to its 
knowledge, any of its directors and executive officers named in Item 2 
above has any contracts, arrangements, understandings or relationships 
(legal or otherwise), with any person with respect to any securities of 
SelecTronics, including, but not limited to, those enumerated in Item 6 
of Schedule 13D.
 
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS
 
EXHIBIT NO.  DESCRIPTION
 
   (1)       Warrant to purchase 100,000 shares of Common Stock dated 
             February 20, 1991 between Selectronics and Xerox.
 
   (2)       Warrant to purchase 75,000 shares of Common Stock dated
             February 28, 1991 between Selectronics and Xerox.
 
   (3)       Warrant to purchase 675,000 shares of Common Stock dated 
             August 9, 1991 between Selectronics and Xerox.
 
   (4)       Warrant to purchase 180,000 shares of Common Stock dated 
             August 2, 1993 between Selectronics and Xerox.
 
   (5)       Certificate of Amendment of Certificate of Incorporation 
             of SelecTronics dated March 2, 1994.
 
   (6)       Xerox Conversion Agreement dated March 2, 1994, made by 
             SelecTronics, and agreed to and accepted by Xerox and 
             Microlytics.
 
                                   SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, 
complete and correct.
 
June 8, 1994                            XEROX CORPORATION
 
                                        By:Martin S. Wagner
                                        Assistant Secretary
 




 
                                 EXHIBIT INDEX
 
EXHIBIT NO.  DESCRIPTION
 

<PAGE>
   (1)       Warrant to purchase 100,000 shares of Common Stock dated 
             February 20, 1991 between Selectronics and Xerox.
 
   (2)       Warrant to purchase 75,000 shares of Common Stock dated
             February 28, 1991 between Selectronics and Xerox.
 
   (3)       Warrant to purchase 675,000 shares of Common Stock dated 
             August 9, 1991 between Selectronics and Xerox.
 
   (4)       Warrant to purchase 180,000 shares of Common Stock dated 
             August 2, 1993 between Selectronics and Xerox.
 
   (5)       Certificate of Amendment of Certificate of Incorporation of 
             SelecTronics dated March 2, 1994.
 
   (6)       Xerox Conversion Agreement dated March 2, 1994, made by 
             SelecTronics, and agreed to and accepted by Xerox and 
             Microlytics.
 




 
                                                              EXHIBIT (1)
 
                                    WARRANT

This Warrant Grant is made this 20th day of February, 1991, between 
SelecTronics, Inc., a Delaware corporation (herein referred to as the 
"Company") and Xerox Corporation (herein referred to as "Xerox").

                                  WITNESSETH:

1.  The Company hereby grants to Xerox for good and valuable consideration 
received a warrant to purchase an aggregate of 100,000 shares of the $.01 
par value Common Stock of the Company (herein referred to as "Shares"), at 
a price of $.50 per share, which is the fair market value of common stock 
on the date that this warrant is granted.

2.  The warrant may be exercised at any time or from time to time as to 
all or any part of the Shares then available for exercise.

3.  This warrant, to the extent not exercised, shall expire on the fifth 
anniversary of the warrant date.

4.  The warrant is not transferable by Xerox.

5.  In order for the warrant to be exercised, in whole or in part, Xerox 
must give notice to the Company in writing and the notice must be 
accompanied by payment in full of the warrant exercise price for the 
Shares being purchased.

6.  Upon the exercise of the warrant, Xerox shall not thereafter transfer, 
encumber, or dispose of the Shares so purchased unless: (a) an effective 
registration statement covering such
 Shares is filled pursuant to the 
Securities Act of 1933, as amended, and applicable state law; or (b) an 
opinion letter of Xerox' counsel is obtained, satisfactory to the Company 
and its counsel, that such transfer is not in violation of any applicable 
federal or state securities laws or regulations.

7.  This warrant shall be binding upon and inure to the benefit of any 
successor or assignee of the Company and to any successor of Xerox.

IN WITNESS WHEREOF, the Company has caused this warrant to be executed in 
its behalf by its duly authorized officer and to be sealed with its 
corporate seal, attested by its Secretary or Assistant Secretary.


<PAGE>
Dated: February 20, 1991
Pittsford, New York

ATTEST:                              SELECTRONICS, INC.

_______________________              By:_______________________



 
                                                              EXHIBIT (2)
 
                                    WARRANT

This Warrant Grant is made this 28th day of February, 1991, between 
SelecTronics, Inc., a Delaware corporation (herein referred to as the 
"Company") and Xerox Corporation (herein referred to as "Xerox").

                                  WITNESSETH:

1.  The Company hereby grants to Xerox for good and valuable consideration 
received a warrant to purchase an aggregate of 75,000 shares of the $.01 
par value Common Stock of the Company (herein referred to as "Shares"), at 
a price of $.50 per share, which is the fair market value of common stock 
on the date that this warrant is granted.

2.  The warrant may be exercised at any time or from time to time as to 
all or any part of the Shares then available for exercise.

3.  This warrant, to the extent not exercised, shall expire on the fifth 
anniversary of the warrant date.

4.  The warrant is not transferable by Xerox.

5.  In order for the warrant to be exercised, in whole or in part, Xerox 
must give notice to the Company in writing and the notice must be 
accompanied by payment in full of the warrant exercise price for the 
Shares being purchased.

6.  Upon the exercise of the warrant, Xerox shall not thereafter transfer, 
encumber, or dispose of the Shares so purchased unless: (a) an effective 
registration statement covering such
 Shares is filled pursuant to the 
Securities Act of 1933, as amended, and applicable state law; or (b) an 
opinion letter of Xerox' counsel is obtained, satisfactory to the Company 
and its counsel, that such transfer is not in violation of any applicable 
federal or state securities laws or regulations.

7.  This warrant shall be binding upon and inure to the benefit of any 
successor or assignee of the Company and to any successor of Xerox.

IN WITNESS WHEREOF, the Company has caused this warrant to be executed 
in its behalf by its duly authorized officer and to be sealed with its 
corporate seal, attested by its Secretary or Assistant Secretary.

Dated: February 28, 1991
Pittsford, New York

ATTEST:                              SELECTRONICS, INC.

_______________________              By:_______________________
 


 
                                                              EXHIBIT (3)
 
                                    WARRANT

This Warrant Grant is made this 9th day of August, 1991, between 
SelecTronics, Inc., a Delaware corporation (herein referred to as the 
"Company") and Xerox Corporation (herein referred to as "Xerox").

                                  WITNESSETH:

1.  The Company hereby grants to Xerox for good and valuable consideration 
received a warrant to purchase an aggregate of 675,000 shares of the $.01 
par value Common Stock of the Company (herein referred to as "Shares").  
The price shall be the lower of (i) twenty five cents ($.25) per Common 
Share, or (ii) the lowest price per share realized in a public or private 
sale by the Company of its Common Stock in any transaction closed after 
the date of this Warrant in which such transaction the aggregate gross 
sales price was one million dollars ($1,000,000) or more.

2.  The warrant may be exercised at any time or from time to time as to 
all or any part of the Shares then available for exercise.

3.  This warrant, to the extent not exercised, shall expire on the fifth 
anniversary of the warrant date.

4.  The warrant is not transferable by Xerox.

5.  In order for the warrant to be exercised, in whole or in part, Xerox 
must give notice to the Company in writing and the notice must be 
accompanied by payment in full of the warrant exercise price
 for the 
Shares being purchased.

6.  Upon the exercise of the warrant, Xerox shall not thereafter transfer, 
encumber, or dispose of the Shares so purchased unless: (a) an effective 
registration statement covering such Shares is filled pursuant to the 
Securities Act of 1933, as amended, and applicable state law; or (b) an 
opinion letter of Xerox' counsel is obtained, satisfactory to the Company 
and its counsel, that such transfer is not in violation of any applicable 
federal or state securities laws or regulations.

7.  This warrant shall be binding upon and inure to the benefit of any 
successor or assignee of the Company and to any successor of Xerox.

IN WITNESS WHEREOF, the Company has caused this warrant to be executed 
in its behalf by its duly authorized officer and to be sealed with its 
corporate seal, attested by its Secretary or Assistant Secretary.

Dated: August 9, 1991
Pittsford, New York

ATTEST:                              SELECTRONICS, INC.

_______________________              By:_______________________
 


 
                                                              EXHIBIT (4)
 
                                    WARRANT

This Warrant Grant is made this 2nd day of August, 1993, between 
SelecTronics, Inc., a Delaware corporation (herein referred to as the 
"Company") and Xerox Corporation (herein referred to as "Xerox").

<PAGE>

                                  WITNESSETH:

1.  The Company hereby grants to Xerox for good and valuable consideration 
received a warrant to purchase an aggregate of 675,000 shares of the $.01 
par value Common Stock of the Company (herein referred to as "Shares").  
The price shall be the lower of (i) ten cents ($.10) per Common 
Share, or (ii) the lowest price per share realized in a public or private 
sale by the Company of its Common Stock in any transaction closed after 
the date of this Warrant in which such transaction the aggregate gross 
sales price was one million dollars ($1,000,000) or more.

2.  The warrant may be exercised at any time or from time to time as to 
all or any part of the Shares then available for exercise.

3.  This warrant, to the extent not exercised, shall expire on the fifth 
anniversary of the warrant date.

4.  The warrant is not transferable by Xerox.

5.  In order for the warrant to be exercised, in whole or in part, Xerox 
must give notice to the Company in writing and the notice must be 
accompanied by payment in full of the warrant exercise price for
 the 
Shares being purchased.

6.  Upon the exercise of the warrant, Xerox shall not thereafter transfer, 
encumber, or dispose of the Shares so purchased unless: (a) an effective 
registration statement covering such Shares is filled pursuant to the 
Securities Act of 1933, as amended, and applicable state law; or (b) an 
opinion letter of Xerox' counsel is obtained, satisfactory to the Company 
and its counsel, that such transfer is not in violation of any applicable 
federal or state securities laws or regulations.

7.  This warrant shall be binding upon and inure to the benefit of any 
successor or assignee of the Company and to any successor of Xerox.

IN WITNESS WHEREOF, the Company has caused this warrant to be executed 
in its behalf by its duly authorized officer and to be sealed with its 
corporate seal, attested by its Secretary or Assistant Secretary.

Dated: August 2, 1993
Pittsford, New York

ATTEST:                              SELECTRONICS, INC.

_______________________              By:_______________________
 


 
                                                              EXHIBIT (5)

 
CERTIFICATE OF AMENDMENT
 
OF
 
CERTIFICATE OF INCORPORATION
 
OF
 
SELECTRONICS, INC.
 
 
     SELECTRONICS, INC., a corporation organized and existing under and 
by virtue of the General Corporation Law of the State of Delaware, does 

<PAGE>
hereby certify:
 
     FIRST:  That in accordance with the Unanimous Written Consent of 
the Board of Directors of SelecTronics, Inc. (the "Corporation"), 
resolutions were duly adopted setting forth a proposed amendment to the 
Certificate of Incorporation of said Corporation, declaring said 
amendment to be advisable and directing that the resolutions be considered 
by the stockholders of said Corporation.  The resolutions setting forth 
the proposed amendment are as follows:
 
     RESOLVED, that Article IV of the Certificate of Incorporation of the 
Corporation is hereby amended to read in its entirety as follows:
 
                                 ARTICLE IV
 
The total authorized shares of this Corporation shall consist of One 
Hundred Twenty-Five Million (125,000,000) voting common shares having a 
par value of One Cent ($.01) per share, and Five Million (5,000,000) 
shares of convertible preferred stock having a par value of One Dollar 
($1.00) per share.  The designation, relative rights, preferences, and 
limitations of all shares of
 the preferred stock (hereinafter, the 
"Preferred Stock") shall be as follows:

A.  DIVIDENDS.  During any fiscal year in which the Corporation has earned 
a profit from operations (as determined by the Board of Directors after 
giving effect to any and all provisions for federal, state and local income 
tax) the holders of shares of Preferred Stock shall be entitled to receive, 
out of funds legally available therefor, annual dividends at an annual rate 
equal to six percent (6%) of the original purchase price paid for said 
shares.  The dividends on the shares of Preferred Stock, to the extent 
granted, shall be cumulative from and after the date of the original 
purchase of each share and shall be payable in priority to any dividends 
on the common shares of the Corporation and no dividend shall be paid or 
set apart for payment on the common shares of the Corporation in any 
fiscal year unless and until all such accumulated dividends on the 
Preferred Stock for all applicable previous fiscal years shall have been 
paid or set apart for payment in full, but without interest.
 
B.  VOTING RIGHTS.  Except as otherwise expressly provided by law, the 
holders of Preferred Stock shall have no voting rights, and shall not be 
entitled to notice of meetings of shareholders and the exclusive voting 
rights shall be vested in the holders of the common shares of the 
Corporation.  In the event that the Board of Directors of the Corporation 
does not declare a dividend on the Preferred Stock for two (2) consecutive 
years, the holders of the Preferred Stock, voting as a class, will be 
entitled to elect a majority of the directors of the Corporation.
 
C.  CONVERTIBILITY.  The Preferred Stock shall be convertible (together 
with any and all accrued but unpaid dividends), at any time at the 
election of the holder hereof, into a number of shares of common stock 
equal to the quotient obtained by dividing (i) the original purchase price, 
together with any accrued but unpaid dividends, by (ii) $.10 (the 
"Conversion Price").  The conversion privilege of any Preferred Stock shall 
be deemed to have been exercised when the Corporation shall have received 
the certificate evidencing the shares of Preferred Stock appropriately 
endorsed to reflect conversion in accordance with the foregoing; whereupon 
the Corporation shall promptly issue shares of its common stock and shall 
deliver a stock certificate to the holder evidencing the shares of common 
stock issued in the conversion.  Upon conversion of shares of Preferred 
Stock, the holder of Preferred Stock shall enjoy all of the rights of 
common stock ownership as to the shares converted.
 
In the event that the Corporation effectuates a stock split, a reverse 
stock split, or any other recapitalization whereby one share of common 
stock of the Corporation is converted into a different number of such 
shares, the number of shares of common stock subject to the conversion 
rights of holder and the conversion ratio herein set forth above shall 
be adjusted to reflect the terms and conditions of said stock split, 
reverse stock split or other recapitalization event.
 

<PAGE>
D.  RIGHTS UPON LIQUIDATION.  Upon the liquidation or dissolution of the 
Corporation, the holders of the Preferred Stock shall be entitled to 
receive and be paid the sum of One Dollar ($1.00) for each of such 
holder's shares of Preferred Stock held by them, plus an amount equal to 
all accrued and unpaid dividends thereon, from the date of issuance to 
the date of payment, and in each case before anything shall be paid to or 
on account of the common shares of the Corporation.  The consolidation and 
merger of the Corporation with any other corporation or corporations shall 
not be deemed a dissolution or liquidation of the Corporation within the 
meaning of this paragraph.

E.  REDEMPTION.  The shares of Preferred Stock shall be redeemable by the 
Corporation, as a whole at any time or in part from time to time, at the 
option of the Board of Directors of the Corporation, upon thirty (30) days 
prior written notice given to the holders, after the filing of the 
Corporation's Annual Report on Form 10-KSB for the fiscal year ending 
March 31, 1995 with the Securities and Exchange Commission (assuming that 
no event materially adverse to the operations or financial condition of 
the Corporation has occurred that has not been cured), or upon the 
occurrence of such other events as the Board of Directors may determine 
from time to time at the time of issuance of any such Preferred Stock.  
The shares of Preferred Stock, together with any accrued but unpaid 
dividends, when and if redeemed, shall be redeemed in exchange for the 
number of shares of common stock of the Corporation equal to the product 
obtained by multiplying (i) the original purchase price, together with 
any and all accrued but unpaid dividends, by (ii) 10.  All shares of 
Preferred Stock so redeemed shall, at the option of the Board of 
Directors of the Corporation, be cancelled and retired in such manner as 
may be prescribed by law, or held in the treasury of the Corporation.
 
F.  LIMITATIONS.  Except as herein provided, the holders of shares of 
the Preferred Stock shall not be entitled to participate in the earnings 
or the assets of the Corporation.

G.  PREEMPTIVE RIGHTS.  No holder of shares of the Preferred Stock of 
this Corporation shall be entitled, as such, as a matter of preemptive 
right, to subscribe for, purchase or otherwise acquire any part of the 
new or additional issue of shares of the Corporation of any class 
whatsoever, or of the securities convertible into or exchangeable for 
shares of the Corporation of any class whatsoever, or of any warrants or 
other instruments evidencing rights or options to subscribe for, 
purchase or otherwise acquire such shares or securities, whether such 
shares be now or hereafter authorized and whether such shares, 
securities or warrants or other instruments be issued for cash, property 
or services.
 
     SECOND:  Thereafter, pursuant to a resolution of its Board of 
Directors, the foregoing resolution was adopted by the written consent of 
a majority of the stockholders of the Corporation entitled to vote thereon, 
and written notice of the foregoing Certificate of Amendment of Certificate 
of Incorporation of the Corporation was given in accordance with Section 
228 of the General Corporation Law of the State of Delaware.
 
     THIRD:  That said resolution was duly adopted in accordance with the 
provisions of Section 228 of the General Corporation Law of the State of 
Delaware.

     FOURTH:  That the capital of the Corporation will not be reduced under 
or by reason of the foregoing amendment.
 
     IN WITNESS WHEREOF, said SelecTronics, Inc. has caused this 
Certificate of Amendment to be signed by Roy W. Haythorn, its President, 
and attested by Gregory J. Gordon, its Assistant Secretary, this 2nd day 

of March, 1994.
 
                                      SELECTRONICS, INC.
 
                                      By: Roy W. Haythorn, President
 
ATTEST:

<PAGE>
 
Gregory J. Gordon, Assistant Secretary
 


 
                                                              EXHIBIT (6)
 
SELECTRONICS
Two Tobey Village Office Park
Pittsford, New York  14534
 
716 248 3875
Fax: 716 248 3868
 
March 2, 1994
 
Xerox Corporation
800 Long Ridge Road
Stamford, Connecticut  06903
 
Attention:  Mr. Donald E. Riley, President of Xerox Venture Capital 
 
Re:  CONVERSION TO SELECTRONICS, INC. CAPITAL STOCK
 
Dear Don:
 
     This letter will confirm the terms and conditions upon which Xerox 
Corporation ("Xerox") agrees to convert any and all amounts owed by 
SelecTronics, Inc. ("SelecTronics") and/or Microlytics, Inc. 
("Microlytics") under certain notes described on Schedule A annexed 
hereto, executed and delivered on behalf of SelecTronics and/or 
Microlytics to Xerox (the "Debentures"), to shares of convertible 
preferred stock of SelecTronics.  Specifically, in consideration of the 
obligations of SelecTronics set forth herein, as well as other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, Xerox hereby agrees to convert any and all principal 
amounts (namely, $1,130,000), together with any and all accrued but 
unpaid interest thereon, due and owing under the Debentures into shares 
of convertible preferred stock, par value $1.00 per share, of 
SelecTronics (the "Preferred Stock") as follows:

 
     1.  Subject to the satisfactory performance of the conditions set 
forth in paragraph 6 below, Xerox shall convert, on or before June 30, 
1994, any and all amounts due and owing under the Debentures, including 
any and all accrued and unpaid interest thereon (together the "Conversion 
Amount") into shares of Preferred Stock.  In connection therewith, Xerox 
shall receive one share of Preferred Stock for each dollar of the 
Conversion Amount.
 
     2.  The relative rights, preferences and limitations of the Preferred 
Stock are set forth in the Certificate of Amendment of the Certificate of 
Incorporation of SelecTronics annexed hereto as Exhibit A.
 
     3.  Notwithstanding any provision to the contrary set forth herein, 
the parties hereto hereby acknowledge and agree that Xerox shall receive 
the same registration rights as granted to Renaissance Capital Partners, 
Ltd. ("Renaissance") pursuant to the terms and conditions set forth in 
that certain letter agreement, dated on even date hereof, by and between 
SelecTronics and Renaissance, with respect to any shares of common stock 
that Xerox receives in connection with i) the conversion of the Preferred 
Stock into shares of common stock of SelecTronics or ii) the redemption, 
of the Preferred Stock by SelecTronics in exchange for shares of common 
stock of SelecTronics.
 
     4.  As additional consideration for the performance of Xerox's 

<PAGE>
obligations hereunder, SelecTronics hereby agrees that Xerox shall have 
the right from time to time, at the option of Xerox and so long as the 
shares of Preferred Stock have not been fully converted into, or redeemed 
in exchange for, shares of common stock of SelecTronics, to designate a 
nominee to the Board of Directors of SelecTronics, which designee is 
subject to the written approval of SelecTronics (which approval shall not 
be unreasonably withheld).  SelecTronics hereby agrees, at all times, to 
use its best efforts to secure the election of such designee as a 
director of SelecTronics, provided that such designee may, at his or her 
option, elect to serve only as an "advisory director" with all of the 
rights of the directors in regards to notice and attendance at meetings 
of the Board of Directors or committees thereof, but without voting 
rights.
 
     5.  In addition to the redemption rights of SelecTronics set forth 
in the Certificate of Amendment to the Certificate of Incorporation 
annexed hereto as Exhibit A, in the event that SelecTronics issues shares 
of its common stock in a single offering to investors in exchange for an 
aggregate purchase price, after the payment of any and all expenses 
incurred in connection therewith, of at least One Million Dollars 
($1,000,000), SelecTronics shall have the right at any time to redeem any 
or all of the shares of Preferred Stock issued to Xerox hereunder, 
together with any accrued but unpaid dividends thereon, in exchange for a 
number of shares of common stock of SelecTronics equal to the product 
obtained by multiplying (i) the original purchase price paid for such 
shares of Preferred Stock (i.e., the conversion price), together with any 
and all accrued but unpaid dividends, by (ii) 10.  All shares of Preferred 
Stock so redeemed shall, at the option of the Board of Directors of the 
Corporation, be cancelled and retired in such manner as may be prescribed 
by law, or held in the treasury of the Corporation.  Notwithstanding the 
foregoing, if common stock is sold by the Corporation at a price, net to 
the Corporation, at less than ten cents ($.10) per share, then Xerox's 
conversion price will be reduced to the same price as the net price to the 
Corporation of the new stock issue.
 
     6.  The obligations of Xerox hereunder are subject to and conditioned 
upon, the following conditions, any or all of which may be waived by Xerox:
 
         a.  SelecTronics, Microlytics and Manufacturers & Traders Trust 
Company shall have entered into a certain Settlement Agreement in 
substantially the same form annexed hereto as Exhibit B, and all documents 
required to be delivered to the Escrow Agent. pursuant to the terms and 
conditions of the Settlement Agreement and the Escrow Agreement referenced 
therein shall have been so delivered.
 
         b  Xerox shall be in receipt of a letter agreement by and among 
Renaissance, SelecTronics and Microlytics, whereby Renaissance agrees to 
convert any and all amounts due and owing Renaissance by SelecTronics 
and/or Microlytics into shares of Preferred Stock on the same terms and 
conditions as set forth in this letter agreement.
 
         c.  SelecTronics shall have received a fully-executed letter 
agreement from Fuji Xerox Co., Ltd. ("Fuji Xerox"), whereby (i) Fuji Xerox 
agrees to convert any and all amounts due and owning Fuji Xerox, including 
any and all accrued but unpaid interest thereon, pursuant to the terms and 
conditions of certain Floating Rate Convertible Debentures, dated October 
15, 1991 and March __, 1992, to shares of Preferred Stock on the same 
terms and conditions as set forth in this letter agreement, or (ii) Fuji 
Xerox has consent to the transactions contemplated by this letter 
agreement.
 
     7.  This letter agreement and all of the provisions hereof shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective successors and assigns.  Notwithstanding the foregoing, the 
rights, interests or obligations hereunder shall not be assigned by any of 
the parties hereto without the prior written consent of the other 
parties.  This letter agreement may be executed simultaneously in two or 
more counterparts, each of which shall be deemed to be an original, but 
all of which together shall constitute one and the same instrument.
 

<PAGE>
     If you are in agreement with the terms and conditions set forth in 
this letter, please so indicate by executing this letter in the space 
provided below.
 
                                     Sincerely,
 
                                     Roy W. Haythorn
                                     President and Chief Executive Officer

Agreed and Accepted:
 
MICROLYTICS, INC.
 
By:  Roy W. Haythorn, President 
     and Chief Executive Officer
 
Date:  March 2, 1994
 
XEROX CORPORATION
 
By:  Donald E. Riley
     President - Xerox Venture Capital
 
Date:  March 2, 1994