AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1996

                                                   Registration No. 33-
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                               Xerox Corporation
             (Exact name of registrant as specified in its charter)

            New York                                   16-0468020
  (State or other jurisdiction           (I.R.S. Employer Identification No.)
 of incorporation or organization)               

                              800 Long Ridge Road
                                 P.O. Box 1600
                      Stamford, Connecticut  06904-1600
                                (203) 968-3000
        (Address, including zip code, and telephone number, including 
            area code, of registrant's principal executive offices)
                          --------------------------
                             Martin S. Wagner
                            Assistant Secretary
                             Xerox Corporation
                               P.O. Box 1600
                        Stamford, Connecticut 06904
                               (203) 968-3000
        (Address, including zip code, and telephone number, including 
                      area code, of agent for service)
                          --------------------------
     Approximate date of commencement of proposed sale to the public: From 
time to time after the effective date of this Registration Statement.
                          --------------------------

     If the only securities being registered on this Form are being offered 
pursuant to dividend or interest reinvestment plans, please check the 
following box. ( )

     If any of the securities being registered on this Form are to be offered 
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 
of 1933, other than securities offered only in connection with dividend or 
interest reinvestment plans, please check the following box. (X)

                                                      (continued on next page)

(continued from previous page)

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following 
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( ) 

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( ) 

     If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box. ( ) 

                          --------------------------

     The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant 
shall file a further amendment which specifically states that this 
Registration Statement shall thereafter become effective in accordance with 
Section 8(a) of the Securities Act of 1933 or until the Registration Statement 
shall become effective on such date as the Commission, acting pursuant to said 
Section 8(a), may determine.

==============================================================================

                       CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==============================================================================
                                      Proposed    Proposed
                                      maximum     maximum
Title of each class                   offering    aggregate    Amount of
of securities to be   Amount to be    price       offering     registration
registered            registered      per share*  price*       fee
- ------------------------------------------------------------------------------
<S>                   <C>             <C>         <C>          <C>

Common Stock,         300,000 shares  $127.00     $38,100,000  $13,138
$1 par value 
per share
==============================================================================
</TABLE>


* Estimated using the average of the high and low prices for Xerox Corporation 
Common Stock on the New York Stock Exchange on March 29, 1996 solely for 
purposes of determining the registration fee pursuant to Rule 457(h)(1) and 
Rule 457(c) under the Securities Act of 1933, as amended.

                                ---------------

                       STATEMENT PURSUANT TO RULE 429(b)

     The prospectus contained in this Registration Statement is a combined 
prospectus which also covers securities of the registrant heretofore covered 
by Registration Statement No. 33-32215. This Registration Statement also 
constitutes Post-Effective Amendment No. 2 with respect to such Registration 
Statement No. 33-32215, and such Post-Effective Amendment shall hereafter 
become effective concurrently with the effectiveness of this Registration 
Statement in accordance with Section 8(c) of the Securities Act of 1933.

PROSPECTUS

                               XEROX CORPORATION

                                ---------------

                        300,000 Shares of Common Stock
                          (par value $1.00 par share)

                                ---------------

     The shares of Common Stock, par value $1.00 per share ("Common Stock"), 
of Xerox Corporation ("Xerox" or the "Company") offered hereby will be offered 
from time to time to Xerox Canada Inc. ("XCI") in transactions at a price 
equal to the market price of Common Stock on the New York Stock Exchange at 
the close of trading on the day of sale.  The shares of Common Stock sold to 
XCI will be used by XCI to satisfy an exchange privilege under the terms of 
its Non-voting Exchangeable Class B Shares.

     The last reported sale price of the Common Stock on the New York Stock 
Exchange on April 1, 1996 was $129 3/8 per share.

     Unless otherwise provided, all references herein to "U.S. dollars", 
"dollars", "U.S.$" or "$" are to the currency of the United States of America.

                                ---------------

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
      THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION 
                   TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                ---------------

The date of this Prospectus is April   , 1996.

                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities ties Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance herewith files reports and other information with the Securities 
and Exchange Commission (the "Commission").  Such reports and other 
information filed by the Company can be inspected and copied at the public 
reference facilities of the Commission at 450 Fifth Street, N.W. (Room 1024), 
Judiciary Plaza, Washington, D.C. 20549; as well as at the Regional Offices of 
the Commission located at Northwestern Atrium Center, 500 West Madison Street 
(Suite 1400), Chicago, Illinois 60661; and Seven World Trade Center (13th 
Floor), New York, New York 10048. Copies of such material can be obtained from 
the Public Reference Section of the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549 at prescribed rates.  Such reports and other 
information concerning the Company also may be inspected at the offices of the 
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.  
This Prospectus does not contain all the information set forth in the 
Registration Statement and Exhibits thereto which the Company has filed with 
the Commission under the Securities Act of 1933 and to which reference is 
hereby made.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are incorporated herein by reference the following documents filed 
with the Commission (File No. 1-4471) by the Company pursuant to the Exchange 
Act:

     (1) Annual Report on Form 10-K for the fiscal year ended December 31, 
1995;

     (2) Current Reports on Form 8-K dated January 18, 1996 and February 7, 
1996;

     (3) The description of Xerox' Shareholders Rights Plan and the Rights 
Agreement dated as of April 6, 1987, as amended and restated as of February 6, 
1989, between Xerox and The Chase Manhattan Bank, N.A., as successor to Chase 
Lincoln First Bank, N.A. (as amended and restated, the "Rights Agreement"), 
which are contained in or filed as an exhibit to Amendment No. 1 on Form 8 
filed with the Commission on February 6, 1989, amending the Registration 
Statement on Form 8-A dated April 6, 1987, relating to the Rights to Purchase 
Series A Cumulative Preferred Stock (the "Preferred Stock Purchase Rights"); 
and

     (4) The description of Xerox Common Stock contained in Amendment No. 1 on 
Form 8 dated March 7, 1990, amending the Registration Statement on Form 8-A 
dated February 20, 1990, relating to Xerox Common Stock and Preferred Stock 
Purchase Rights.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of the offering of the Common Stock offered hereby 
shall be deemed to be incorporated by reference into this Prospectus.  Any 
statement contained in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of 
this Prospectus to the extent that a statement contained herein or in any 
subsequently filed document which also is 

                                       2

or is deemed to be incorporated by reference herein modifies or supersedes 
such statement.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Prospectus.

     The Company will provide without charge to each person to whom this 
Prospectus is delivered, including any beneficial owner, upon written or oral 
request of such person, a copy of any or all of the foregoing documents 
incorporated herein by reference (other than exhibits to such documents, 
unless such exhibits are specifically incorporated by reference in such 
documents).  Requests should be directed to the Customer Service Unit of State 
Street Bank and Trust Company, Two International Place, Boston, Massachusetts 
02110, telephone: (617) 664-5750.

                                USE OF PROCEEDS

     The net proceeds from the sale of the shares of Common Stock offered 
hereby will be added to the general funds of the Company and will be used for 
general corporate purposes.  The amount of such net proceeds cannot be 
determined at this time, since it will depend upon the market price of the 
shares of Common Stock at the time the shares of Common Stock covered hereby 
are sold to XCI.  

                                  THE COMPANY

     Xerox is a New York corporation with its principal executive offices 
located at 800 Long Ridge Road, Stamford, Connecticut 06904, telephone (203) 
968-3000.

     Xerox is The Document Company and a leader in the global document market, 
providing document services that enhance productivity.  References herein to 
"Xerox" refer to Xerox and consolidated subsidiaries unless the context 
specifically requires otherwise.  Xerox distributes its products in the 
Western Hemisphere through divisions and wholly-owned subsidiaries. In Europe, 
Africa, the Middle East and parts of Asia, Xerox distributes through Rank 
Xerox Limited and related companies ("Rank Xerox") in which Xerox has an 80 
percent financial interest and The Rank Organisation Plc ("RO") has a 20 
percent financial interest. In Japan and other areas of the Pacific Rim, 
Australia and New Zealand, Document Processing  products are distributed by 
Fuji Xerox Co. Ltd., an unconsolidated joint venture, which is equally owned 
by Fuji Photo Film Company, Ltd. of Japan and Rank Xerox.  On February 28, 
1995, Xerox paid RO 620 million pounds sterling, or $972 million, to increase 
Xerox' financial interest in Rank Xerox to 80 percent from 67 percent.

     In January 1996, Xerox announced agreements to sell its remaining 
property and casualty insurance units to investor groups led by Kohlberg 
Kravis Roberts & Co. and existing management for consideration totaling $2.7 
billion. Xerox expects the transactions will close in the middle of 1996.  As 
a result, results from insurance operations are now accounted for as 
discontinued operations and all prior periods have been restated.  Therefore, 
the Document Processing business is the only component of Continuing 
Operations.

                                       3

     Xerox' Document Processing activities encompass developing, 
manufacturing, marketing, servicing and financing a complete range of document 
processing products and services designed to make offices around the world 
more productive.  Xerox believes that documents will play a central role in 
business, government, education and other organizations far into the future 
and that efficient processing of documents offers significant opportunities 
for productivity improvements.  The financing of Xerox equipment is generally 
carried out by Xerox Credit Corporation in the United States and 
internationally by foreign financing subsidiaries and divisions in most 
countries that Xerox operates.  Document Processing operations employed 85,200 
people worldwide at year-end 1995.

     In 1993, Xerox announced a worldwide Document Processing restructuring 
program to significantly reduce the cost base and to improve productivity.  
Xerox' objectives were to reduce its worldwide work force by more than 10,000 
employees and to close or consolidate a number of facilities.  To date, the 
activities associated with the 1993 restructuring program have reduced 
employment by 12,000 and achieved pre-tax cost savings of approximately $650 
million in 1995 and $350 million in 1994. However, Xerox has reinvested a 
portion of these savings to reengineer business processes, support the 
expansion in growth markets, and mitigate anticipated continuing pricing 
pressures.

                     RATIO OF EARNINGS TO FIXED CHARGES

     The following table shows the ratio of earnings to fixed charges for the 
periods indicated.


<TABLE>
<CAPTION>

Year ended December 31  (in millions)    1995    1994    1993*   1992    1991
- -----------------------------------------------------------------------------
<S>                                      <C>     <C>     <C>     <C>     <C>

Ratio of earnings to
  fixed charges (1)(2)                   3.58    3.23    0.66    2.34    2.24

- ---------------------------
<FN>

(1) The ratio of earnings to fixed charges has been computed based on the 
    Company's continuing operations by dividing total earnings available for 
    fixed charges, excluding capitalized interest, by total fixed charges.  
    Fixed charges consist of interest, including capitalized interest, and 
    one-third of rent expense as representative of the interest portion of 
    rentals.  Debt has been assigned to discontinued operations based on 
    historical levels assigned to the businesses when they were continuing 
    operations adjusted for subsequent paydowns.  The discontinued operations 
    consist of the Company's Insurance and Other Financial Services businesses 
    and its real-estate development and third-party financing businesses.

(2) The Company's ratio of earnings to fixed charges includes the effect of 
    the Company's finance subsidiaries, which primarily finance Xerox 
    equipment.  Financing businesses are more highly leveraged and, therefore, 
    tend to operate at lower earnings to fixed charges ratio levels than do 
    non-financial businesses.

*   1993 earnings were inadequate to cover fixed charges.  The coverage 
    deficiency was $249 million.

</FN>
</TABLE>


                                        4

                            PLAN OF DISTRIBUTION

     On November 15, 1989, the shareholders of XCI approved an amendment to 
the Articles of XCI whereby the conditions of its Common Shares would be 
amended and to redesignate such shares as Non-Voting Exchangeable Class B 
Shares ("XCI Exchangeable Shares") and to entitle the holders thereof to elect 
to exchange such shares for shares of Xerox Common Stock at the exchange rate 
of three XCI Exchangeable Shares for one share of Xerox Common Stock, as 
adjusted for any subdivision, reduction, combination or consolidation thereof 
(the "Exchangeable Share Proposal").

     The Xerox Board of Directors has authorized the proper officers of Xerox 
to from time to time issue and deliver to XCI, in connection with the 
Exchangeable Share Proposal, shares of Common Stock not to exceed a total of 
three million shares, as adjusted for any subdivision, reduction, combination, 
consolidation thereof, for a cash consideration equal to the then current 
market price, but not less than the par value of such shares.  XCI may 
purchase such shares of Common Stock from Xerox to satisfy requests for 
exchange of XCI Exchangeable Shares for shares of Common Stock.  This 
Prospectus relates to such shares of Common Stock.

                                 LEGAL OPINION

     The validity of the shares of Common Stock to be offered hereby will be 
passed upon for the Company by Martin S. Wagner, Esq., Associate General 
Counsel, Corporate, Finance and Ventures of the Company.

                                    EXPERTS

     The consolidated financial statements and schedule of the Company and 
consolidated subsidiaries included in the Company's Annual Report on Form 10-K 
as of December 31, 1995 and 1994, and for each of the years in the three-year 
period ended December 31, 1995, incorporated by reference herein and elsewhere 
in the Registration Statement, have been incorporated by reference herein and 
in the Registration Statement in reliance upon the report set forth therein of 
KPMG Peat Marwick LLP, independent certified public accountants, incorporated 
by reference herein, and upon the authority of said firm as experts in 
accounting and auditing.

                                        5

No dealer, salesman or any other person has been authorized to give any infor-
mation or to make any representations, other than those contained in this 
Prospectus, in connection with the offer contained in this Prospectus, and, if 
given or made, such information or representations must not be relied upon as 
having been authorized by the Company or any of its agents.  Neither the 
delivery of this Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change in the 
affairs of the Company since the date hereof or that the information contained 
herein is correct as of any time subsequent to its date.  This Prospectus does 
not constitute an offer or solicitation by anyone in any jurisdiction in which 
such offer or solicitation is not authorized or in which the person making 
such offer or solicitation is not qualified to do so or to any person to whom 
it is unlawful to make such offer or solicitation.

                                -----------------

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

Available Information ...............................................      2
Incorporation of Certain Documents by Reference .....................      2
Use of Proceeds .....................................................      3
The Company .........................................................      3
Ratio of Earnings to Fixed Charges ..................................      4
Plan of Distribution ................................................      5
Legal Opinion .......................................................      5
Experts .............................................................      5

XEROX CORPORATION

300,000 Shares

Common Stock
(par value $1.00 per share)



                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.*

     The following statement sets forth the expenses to be borne by the 
Company in connection with the distribution of the shares of Common Stock 
offered hereby:

     Securities and Exchange Commission Registration Fee ....    $13,138
     Fees of Company's Independent Auditors .................      2,500
     Blue Sky Fees and Expenses (including legal fees and
       disbursements) .......................................      5,000
     Listing Fees ...........................................      1,500
                                                                 --------
         Total ..............................................    $22,138
                                                                 ========
     ----------
     * The foregoing expenses, other than the Securities and Exchange 
       Commission Registration Fee, are estimated.

Item 15.  Indemnification of Directors and Officers.

     Article VIII, Section 2 of the Company's By-Laws states:

          "Indemnification of Directors and Officers:   Except to the extent 
     expressly prohibited by law, the Company shall indemnify any person, 
     made or threatened to be made, a party in any civil or criminal action 
     or proceeding, including an action or proceeding by or in the right of
     the Company to procure a judgment in its favor or by or in the right of
     any other corporation of any type or kind, domestic or foreign, or any 
     partnership, joint venture, trust, employee benefit plan or other 
     enterprise, which any Director or officer of the Company served in any 
     capacity at the request of the Company, by reason of the fact that he, 
     his testator or intestate is or was a Director or officer of the 
     Company or serves or served such other corporation, partnership, joint 
     venture, trust, employee benefit plan or other enterprise, in any 
     capacity, against judgments, fines, penalties, amounts paid in 
     settlement and reasonable expenses, including attorneys' fees, incurred 
     in connection with such action or proceeding, or any appeal therein, 
     provided that no such indemnification shall be required with respect to 
     any settlement unless the Company shall have given its prior approval 
     thereto.  Such indemnification shall include the right to be paid 
     advances of any expenses incurred by such person in connection with
     such action, suit or proceeding, consistent with the provisions of 
     applicable law. In addition to the foregoing, the Company is authorized 
     to extend rights to indemnification and advancement of expenses to such 
     persons by i) resolution of the shareholders, ii) resolution of the 
     Directors or iii) an agreement, to the extent not expressly prohibited 
     by law."

     Reference is made to Sections 721 through 726 of the Business 
Corporation Law of the State of New York.

                                    II-1

Item 16. Exhibits.

    (4)(a)  Restated Certificate of Incorporation of the Company filed by the 
Department of State of New York on June 10, 1988 (incorporated by reference to 
Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the Quarter 
Ended June 30, 1988).

       (b)  Certificate of Amendment dated July 7, 1989 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to the 
Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1989).

       (c)  Certificate of Amendment dated October 10, 1994 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a)(3) to 
the Company's Annual Report on Form 10-K for the Year Ended December 31, 
1994).

       (d)  Certificate of Amendment dated October 19, 1995 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a)(4) to 
the Company's Annual Report on Form 10-K for the Year Ended December 31, 
1995).

       (e)  By-Laws of the Company, as amended through May 29, 1991 
incorporated by reference to Exhibit 3(b)(2) to the Company's Quarterly Report 
on Form 10-Q for the Quarter Ended June 30, 1991).

    (5)     Opinion of Martin S. Wagner, Esq., as to legality of the Common 
Stock. 

   (12)     Computation of ratio of earnings to fixed charges. 

   (23)(a)  Consent of Independent Auditors (see page II-5).

       (b)  Consent of Martin S. Wagner, Esq. (see Exhibit 5).

   (24)(a)  Certified Resolution.

       (b)  Power of Attorney.

   (28)     Schedule P of Annual Statements to State Regulatory Authorities 
(incorporated by reference to Exhibit 29 on Form SE of the Company dated March 
26, 1996).

                                   II-2

Item 17.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales of the securities 
registered hereby are being made, a post-effective amendment to this 
registration statement (i) to include any prospectus required by section 
10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to reflect in the 
prospectus any facts or events arising after the effective date of the 
registration statement (or the most recent post-effective amendment thereof) 
which, individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement; and (iii) to include any 
material information with respect to the plan of distribution not previously 
disclosed in the registration statement or any material change to such 
information in the registration statement; provided, however, that paragraphs 
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports 
filed by the Company pursuant to section 13 or section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in this registration 
statement.

     (2) That, for the purpose of determining any liability under the Act, 
each such post-effective amendment shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (3) To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

     (4) That, for purposes of determining any liability under the Act, each 
filing of the registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference 
in the registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     Insofar as indemnification for liabilities arising under the Act may be 
permitted to directors, officers and controlling persons of the registrant 
pursuant to the provisions described under Item 15 above, or otherwise, the 
registrant has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefore, unenforceable. In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

                                   II-3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Stamford, State of Connecticut, on 
the 3rd day of April, 1996.

                                       XEROX CORPORATION (Registrant)

                                       By: /s/ PAUL A. ALLAIRE*
                                           --------------------------
                                           Paul A. Allaire
                                           Chairman of the Board and 
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of April 3, 1996.

        (Signature)             (Title)

Principal Executive Officer:
PAUL A. ALLAIRE*                Chairman of the Board, Board, Chief
                                Executive Officer and Director

Principal Financial Officer:
BARRY D. ROMERIL*               Executive Vice President and
                                Chief Financial Officer

Principal Accounting Officer:
PHILLIP D. FISHBACH*            Vice President and Controller

Directors:
ROBERT A. BECK           )
B. R. INMAN              )
YOTARO KOBAYASHI         )
RALPH S. LARSEN          )
JOHN D. MACOMBER         ) *
GEORGE J. MITCHELL       )
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

*By: /s/ MARTIN S. WAGNER
     ---------------------
     Martin S. Wagner
     Attorney-in-Fact

                                    II-4

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Xerox Corporation:

     We consent to the use of our reports incorporated herein by reference and 
to the reference to our firm under the heading "Experts" in the prospectus.  

                                                  KPMG PEAT MARWICK LLP

Stamford, Connecticut
March 28, 1996

                                    II-5



                               EXHIBIT INDEX

    (4)(a)  Restated Certificate of Incorporation of the Company filed by the 
Department of State of New York on June 10, 1988 (incorporated by reference to 
Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the Quarter 
Ended June 30, 1988).

       (b)  Certificate of Amendment dated July 7, 1989 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to the 
Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1989).

       (c)  Certificate of Amendment dated October 10, 1994 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a)(3) to 
the Company's Annual Report on Form 10-K for the Year Ended December 31, 
1994).

       (d)  Certificate of Amendment dated October 19, 1995 to the Restated 
Certificate of Incorporation (incorporated by reference to Exhibit 3(a)(4) to 
the Company's Annual Report on Form 10-K for the Year Ended December 31, 
1995).

       (e)  By-Laws of the Company, as amended through May 29, 1991 
incorporated by reference to Exhibit 3(b)(2) to the Company's Quarterly Report 
on Form 10-Q for the Quarter Ended June 30, 1991).

    (5)     Opinion of Martin S. Wagner, Esq., as to legality of the Common 
Stock. 

   (12)     Computation of ratio of earnings to fixed charges. 

   (23)(a)  Consent of Independent Auditors (see page II-5).

       (b)  Consent of Martin S. Wagner, Esq. (see Exhibit 5).

   (24)(a)  Certified Resolution.

       (b)  Power of Attorney.

   (28)     Schedule P of Annual Statements to State Regulatory Authorities 
(incorporated by reference to Exhibit 29 on Form SE of the Company dated March 
26, 1996).

                                     II-6






                                                                   EXHIBIT 5

Xerox Corporation
P.O. Box 1600
Stamford, Connecticut 06904
203-968-3000

Office of General Counsel

Martin S. Wagner
Associate General Counsel,
Corporate, Finance and Ventures

Direct Dial (203) 968-3457
Fax (203) 968-3446

April 3, 1996

Re:  Xerox Corporation
     Form S-3 Registration Statement
     Registration of up to 300,000 shares of Common Stock

Gentlemen:

As Associate General Counsel, Corporate, Finance and Ventures of Xerox 
Corporation, a New York corporation (the "Company"), I am familiar with the 
filing of this Form S-3 Registration Statement ("Registration Statement") by 
the Company relating to the registration under the Securities Act of 1933, as 
amended (the "Act"), of up to 300,000 shares (the "Shares") of Common Stock, 
par value $1 per share ("Common Stock"), of the Company.  

The Shares may be offered and sold by the Company from time to time at then 
current market prices to the Company's majority-owned subsidiary, Xerox Canada 
Inc., a Canadian corporation ("XCI"), to fulfill XCI's obligations to deliver 
such Shares upon the exchange of Non-Voting Exchangeable Class B Shares of XCI 
("XCI Exchangeable Shares") by the holders thereof for shares of Common Stock.

In rendering the opinions set forth herein, either I or other lawyers in the
 
Office of General Counsel of the Company who report either directly or 
indirectly to me have examined (i) the Registration Statement, (ii) the 
Agreement dated as of February 14, 1990, as amended by the Amending Agreement 
dated as of January 1, 1996, between the Company and XCI, pursuant to which 
the Shares may be issued and sold by the Company to XCI, (iii) the Company's 
Restated Certificate of Incorporation and By-Laws, each as amended to date, 
(iv) certain minutes of meetings of the Board of Directors of the Company and 
(v) such other documents and matters of law as have been considered necessary 
or desirable in rendering the opinions set forth herein.

Based upon the foregoing, it is my opinion that:

1.  The Company has been duly incorporated and is validly existing in good 
standing under the laws of the State of New York.

2.  The Shares, when duly executed, countersigned and delivered as 
contemplated by the Registration Statement and the prospectus contained 
therein, will be validly issued, fully paid and nonassessable, with no 
personal liability attaching to the holders thereof under the laws of the 
State of New York.

I consent to the reference to my name under the caption "Legal Opinion" in the 
prospectus contained in the Registration Statement and to the filing of this 
letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ MARTIN S. WAGNER

Martin S. Wagner
Associate General Counsel,
Corporate, Finance and Ventures




                                                                  EXHIBIT 12


<TABLE>
<CAPTION>

              COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Year ended December 31  (in millions)    1995    1994    1993*   1992    1991
- -----------------------------------------------------------------------------
<S>                                    <C>     <C>     <C>     <C>     <C>

Fixed Charges:
   Interest expense                    $  591  $  520  $  540  $  627  $  596
   Rental expense                         142     170     180     187     178
                                       --------------------------------------
    Total fixed charges before
     capitalized interest                 733     690     720     814     774
   Capitalized interest                     -       2       5      17       3
                                       --------------------------------------
    Total fixed charges                $  733  $  692  $  725  $  831  $  777
                                       ======================================

Earnings available for fixed 
  charges:
   Earnings**                          $1,979  $1,602  $ (193) $1,183  $1,035
   Less undistributed income in
    minority owned companies              (90)    (54)    (51)    (52)    (70)
   Add fixed charges before
    capitalized interest                  733     690     720     814     774
                                       --------------------------------------
   Total earnings available for 
    fixed charges                      $2,622  $2,238  $  476  $1,945  $1,739
                                       ======================================

Ratio of earnings to
 fixed charges (1)(2)                    3.58    3.23    0.66    2.34    2.24

</TABLE>


(1) The ratio of earnings to fixed charges has been computed based on the 
    Company's continuing operations by dividing total earnings available for 
    fixed charges, excluding capitalized interest, by total fixed charges.  
    Fixed charges consist of interest, including capitalized interest, and 
    one-third of rent expense as representative of the interest portion of 
    rentals.  Debt has been assigned to discontinued operations based on 
    historical levels assigned to the businesses when they were continuing 
    operations
 adjusted for subsequent paydowns.  The discontinued operations 
    consist of the Company's Insurance and Other Financial Services businesses 
    and its real-estate development and third-party financing businesses.
(2) The Company's ratio of earnings to fixed charges includes the effect of 
    the Company's finance subsidiaries, which primarily finance Xerox 
    equipment.  Financing businesses are more highly leveraged and, therefore, 
    tend to operate at lower earnings to fixed charges ratio levels than do 
    non-financial businesses.
*   1993 earnings were inadequate to cover fixed charges.  The coverage 
    deficiency was $249 million.
**  Sum of "Income (Loss) before Income Taxes, Equity Income and Minorities' 
    Interests" and "Equity in Net Income of Unconsolidated Affiliates."




                                                              EXHIBIT 24(a)

                                  CERTIFICATE

     I, Martin S. Wagner, Assistant Secretary of Xerox Corporation, a New 
York corporation (the "Company"), DO HEREBY CERTIFY that Exhibit A is a 
true and correct copy of a resolution adopted at a meeting of the Board of 
Directors of the Company duly held and convened on October 9, 1995, and 
that such resolution has not been modified, rescinded or revoked and is at 
present in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate and
affixed the corporate seal of the Company hereto this 3rd day of April, 
1996.

                                                 /s/ MARTIN S. WAGNER
                                              -----------------------------
                                                    Martin S. Wagner
                                                   Assistant Secretary

                                ---------------

                                                                Exhibit A

     RESOLVED: that each officer and director of the Company who may be 
required to execute the Registration Statements or any amendment thereof 
(whether on behalf of the Company or as an officer or director thereof) be 
and hereby is authorized to execute a power of attorney appointing E. M. 
Filter, M. S. Wagner and G. R. Roth and each of them, as true and lawful 
attorneys and agents to execute in his name, place and stead (in any such 
capacity) the Registration Statements and any and all amendments thereto, 
and any and all documents in connection therewith, and to file the same in 
electronic or paper form with the
 Securities and Exchange Commission, each 
of said attorneys and agents to have the power to act with or without the 
other and to have the full power and authority to do and perform in the name 
and on behalf of each of said officers and directors, or both, as the case 
may be, every act whatsoever necessary or advisable to be done in the 
premises as fully and to all intents and purposes as any such officer or 
director could do in person.




                                                                Exhibit 24(b)

                             POWER OF ATTORNEY

     Xerox Corporation (the "Company") and each person whose signature 
appears below authorize each of Eunice M. Filter, Martin S. Wagner and 
George R. Roth (each an "appointee") to file, either in paper or electronic 
form, one or more registration statements and amendments thereto (including 
post-effective amendments), under the Securities Act of 1933, as amended, 
for the purpose of registering the offering and sale of shares of Common 
Stock, $1 par value, of the Company ("Common Stock") reserved for issuance 
upon the exchange of XCI's Non-Voting Exchangeable Class B Shares for shares 
of Common Stock, which registration statements and amendments shall contain 
such information and exhibits as any such appointee deems appropriate.  Each 
such person hereby appoints each appointee as attorney-in-fact, with full 
power to act alone, to execute any such registration statements and any and 
all amendments thereto and any and all other documents in connection 
therewith, in the name of and on behalf of the Company and each such person, 
individually and in each capacity stated below, including the power to enter 
electronically such company identification numbers, passwords and personal 
identification
 numbers as may be required to effect such filing as prescribed 
under the rules and regulations of the Securities and Exchange Commission 
(the "SEC"), and to file, either in paper or electronic form, with the SEC a 
form of this Power of Attorney.  Each such person individually and in such 
capacities stated below hereby grants to said attorneys-in-fact, and each of 
them, full power and authority to do and perform each and every act and thing 
whatsoever that said attorney or attorneys may deem necessary or advisable to 
carry out fully the intent of the foregoing as the undersigned could do 
personally or in the capacities as aforesaid.

                               XEROX CORPORATION

Dated as of February 1, 1996   By: /s/ Paul A. Allaire
                                   --------------------------
                                   Paul A. Allaire
                                   Chairman of the Board and 
                                   Chief Executive Officer

  /s/ Paul A. Allaire          Chairman of the Board, Chief Executive Officer 
- ----------------------------   and Director (Principal Executive Officer)
(Paul A. Allaire)

  /s/ Barry D. Romeril         Executive Vice President and Chief Financial 
- ----------------------------   Officer (Principal Financial Officer)
(Barry D. Romeril)

  /s/ Philip D. Fishbach       Vice President and Controller 
- ----------------------------   (Principal Accounting Officer)
(Philip D. Fishbach)

  /s/ Robert A. Beck           Director
- ----------------------------
(Robert A. Beck)

  /s/ B. R. Inman              Director
- ----------------------------
(B. R. Inman)

  /s/ Yotaro Kobayashi         Director
- ----------------------------
(Yotaro Kobayashi)

  /s/ Ralph S. Larsen          Director
- ----------------------------
(Ralph S. Larsen)

  /s/ John D. Macomber         Director
- ----------------------------
(John D. Macomber)

  /s/ George J. Mitchell       Director
- ----------------------------
(George J. Mitchell)

  /s/ N. J. Nicholas, Jr.      Director
- ----------------------------
(N. J. Nicholas, Jr.)

  /s/ John E. Pepper           Director
- ----------------------------
(John E. Pepper)

  /s/ Martha R. Seger          Director
- ----------------------------
(Martha R. Seger)

  /s/ Thomas C. Theobald       Director
- ----------------------------
(Thomas C. Theobald)