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): June 1, 1995
 
 
 
 
                           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.
 
   
 
Item 5.   Other Events
 
On June 1, 1995, the previously disclosed proposed sale of Xerox Financial 
Services Life Insurance Company and related companies by Xerox Financial 
Services, Inc., a wholly-owned subsidiary of Registrant, to a wholly-owned 
subsidiary of General American Life Insurance Company was completed .  
Reference is hereby made to the description of the transaction set forth in 
the Management's Discussion and Analysis of Results of Operations and 
Financial Condition under the heading "Discontinued Operations" contained 
in Registrant's Form 10-Q for the quarter ended March 31, 1995.  
 
The sale is part of Registrant's strategy to exit the financial services 
business, which was announced in January, 1993.
 
 
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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:  June 2, 1995

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