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                   SECURITIES AND EXCHANGE COMMISSION
 
                         Washington, D.C.  20549
 
 
                                FORM 8-K
 
                             CURRENT REPORT
 
                   Pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934
 
 
 
     Date of Report (date of earliest event reported): December 19, 1994
 
 
 
 
                           XEROX CORPORATION
         (Exact name of registrant as specified in its charter)
 
 
 
         New York              1-4471                16-0468020
         (State or other       (Commission File      (IRS Employer
         jurisdiction of       Number)               Identification
         incorporation)                              No.)
 
 
                         800 Long Ridge Road
                            P. O. Box 1600
                   Stamford, Connecticut  06904-1600
           (Address of principal executive offices)(Zip Code)
 
 
    Registrant's telephone number, including area code: (203) 968-3000
 
 
 
                   This document consists of 2 pages.
 
  
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Item 5.   Other Events
 
On December 19, 1994, Exor Group and Registrant announced that Exor America 
Inc. ("Exor") and Talegen Holdings, Inc. ("Talegen"), a wholly-owned 
subsidiary of Registrant, have signed a stock purchase agreement for Exor to 
purchase Constitution Re Corporation ("Constitution Re"), a subsidiary of 
Talegen.  The purchase price is over $400 million in cash, which will be used 
to pay down debt of Registrant.
 
Exor Group, listed in Luxembourg, is affiliated with IFI, the holding company 
of the Agnelli Group. 
 
On January 19, 1995, General American Life Insurance Company ("General 
American") and Xerox Financial Services, Inc. ("XFSI"), a wholly-owned 
subsidiary of Registrant, announced that they have signed a definitive 
agreement for a wholly-owned subsidiary of General American to acquire Xerox 
Financial Services Life Insurance Company and related companies ("Xerox 
Life").  A letter of intent was announced by the two companies on August 24.
 
At closing, General American will rename the business and reinsure the 
existing fixed annuity business through OakRe Life Insurance Company, a 
wholly-owned subsidiary of XFSI, for the balance of the current guarantee 
periods.
 
The proposed sales of Constitution Re and Xerox Life are part of Registrant's 
strategy to exit the financial services business, which was announced in 
January, 1993.  The closings of the sales are subject to the customary 
closing conditions and regulatory approvals.
 
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                               SIGNATURES
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, 
Registrant has duly authorized this report to be signed on its behalf by the 
undersigned duly authorized.
 
 
                                           XEROX CORPORATION
 
 
                                           EUNICE M. FILTER
                                           Vice President, Treasurer 
                                           and Secretary
 
Dated:  January 20, 1995

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