Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, CT  06904-1600

Eunice M. Filter
Vice President, Treasurer
and Secretary

April 29, 1996

Dear ESOP Participant:

You have previously received the Notice of Meeting and Proxy Statement 
dated April 4, 1996, for the Annual Meeting of Shareholders scheduled to 
be held on May 16, 1996, at the Ritz-Carlton Buckhead, 3434 Peachtree 
Road, NE, Atlanta, Georgia.  Proposal number 3 in the Proxy Statement 
relates to approval of an increase in authorized shares of Common Stock 
of the Company which is necessary to effectuate a three for one split in 
the Common Stock.  It has come to our attention that the Proxy Statement 
did not describe the relative effect of the proposed stock split on the 
voting rights for the Series B Convertible Preferred Stock ("ESOP Shares") 
held in your Employee Stock Ownership Plan ("ESOP") account. The purpose of 
this letter is to ensure you are fully informed.

Under the terms of the ESOP and the related ESOP Shares as originally 
created in 1989, certain adjustments are made automatically in the ESOP 
Shares to reflect splits in the Company's Common Stock.  Each ESOP Share 
is currently convertible into one share of Common Stock.  After the split 
each ESOP Share will be convertible into three shares of Common Stock.  
Therefore, the value of your ESOP holdings, as well as the protection of 
the minimum value of the ESOP Shares of $78.25, remains the same.

The voting rights of the ESOP Shares remain unchanged following the split.  
As a result, as the indirect holder of the ESOP Shares in your account, 
after the split you will continue to have the right to direct only one 
vote per ESOP Share.  On the other hand, a holder of a share of Common 
Stock of the Company prior to the split will have three votes after the 

Enclosed for your convenience is another copy of the Voting Instruction 
card which had previously been sent to you.  As you know, as an ESOP 
participant you may direct the Trustee how to vote the ESOP shares in your 
account.  Based upon this direction, the Trustee will vote a proportion 
of the ESOP Shares held in the Trust which have not been allocated as well 
as shares for which no instructions have been received.  If you have not 
already returned your Voting Instructions, or if you have done so and wish 
to modify your vote, please fill in the card, sign and date it, then mail 
it in the return envelope as soon as possible to be sure it is received in 
time to be counted.  A later dated Voting Instruction will supersede any 
earlier card you may have already returned.


/s/ Eunice M. Filter

Eunice M. Filter