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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 15, 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 3 pages.
 
  
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Item 5.   Other Events
 
 
Settlement of International Surplus Lines Insurance Company Litigation
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Reference is made to the first two paragraphs set forth under 
"Insurance" in  Note 11 of the Notes to Consolidated Financial 
Statements contained in the Form 10-Q of Registrant for the quarterly 
period ended September 30, 1994 relating to the lawsuit against 
certain underwriting syndicates of Lloyd's of London and 36 foreign 
reinsurance companies. In order to avoid the expense of further 
litigation and possible appeals, International Insurance has executed 
settlement agreements with most of the defendants in the action.  The 
first of the settlement agreements was entered into on 
December 15, 1994.  The recoveries pursuant to the settlement 
agreements approximate the recorded reinsurance recoverable balance 
after consideration for amounts written-off for uncollectible 
reinsurance in prior years.  Settlement discussions with the 
remaining defendants are continuing and are expected to result in 
additional executed settlement agreements with some or all of the 
remaining defendants.  As of January 30, 1995 approximately $29.5 
million is outstanding with these remaining reinsurers.  
The litigation is currently stayed by agreement of the parties 
pending the current discussions to settle the litigation in its 
entirety.
 
 
Acquisition of Additional Interest in Rank Xerox Limited
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Reference is made to the Current Report on Form 8-K of Registrant 
dated January 12, 1995 relating to the signing of a letter of intent 
by Registrant and The Rank Organisation plc ("Rank Organisation") for 
the Registrant to acquire 40 percent of Rank Organisation's financial 
interest in Rank Xerox Limited and related companies ("Rank Xerox").  
On February 13, 1995 the parties signed  a definitive agreement with 
respect to such acquisition. On February 28, 1995 following approval 
by the shareholders of Rank Organisation, the transaction was closed.   
Registrant paid Rank Organisation 620 million U.K. Pounds Sterling, or 
approximately $970 million, in cash, increasing Registrant's financial 
interest in Rank Xerox to about 80 percent, from 67 percent.  The 
transaction was funded with commercial paper.  Registrant may retire 
a portion of the commercial paper with proceeds from the previously 
announced sales of Constitution Re Corporation and Xerox Financial 
Services Life Insurance Company and/or fund out a portion with longer 
term debt.  The transaction resulted in goodwill of approximately 
$570 million and a decline in minorities' interest in the equity of 
subsidiaries of approximately $400 million.
 
 
Litigation With Monsanto Company
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Reference is made to the fourth paragraph set forth under "Insurance" 
in Note 11 of the Notes to Consolidated Financial Statements contained 
in the Form 10-Q of Registrant for the quarterly period ended 
September 30, 1994 relating to the lawsuit brought by Monsanto Company 
("Monsanto") in Texas. On March 2, 1995 the parties entered into a 
settlement agreement pursuant to which Registrant's wholly-owned 
subsidiary, Talegen Holdings, Inc., and its subsidiaries which are 
parties to the litigation, have made a cash payment to Monsanto in 
the amount of $34 million.
 
 
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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
 
 
                                           MARTIN S. WAGNER
                                           Assistant Secretary
 
Dated:  March 7, 1995

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