============================================================================== 
 
                       SECURITIES AND EXCHANGE COMMISSION 
                             WASHINGTON, D.C. 20549 
                           -------------------------- 
 
                           FORM 8-A/A AMENDMENT NO. 2 
 
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934 
 
                           -------------------------- 
 
                               XEROX CORPORATION 
             (Exact Name of Registrant as specified in its Charter) 
 
            New York                                   16-0468020 
  (State of incorporation or organization)          (I.R.S. Employer  
                                                   Identification No.) 
 
     P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut  06904-1600 
              (Address of principal executive offices)          (zip code) 
  
If this Form relates to the registration of a class of debt securities  
and is effective upon filing pursuant to General Instruction A(c)(1)  
please check the following box.  / / 
 
If this Form relates to the registration of a class of debt securities  
and is to become effective simultaneously with the effectiveness of a  
concurrent registration statement under the Securities Act of 1933  
pursuant to General Instruction A(c)(2) please check the following box. / / 
  
Securities to be registered pursuant to Section 12(b) of the Act: 
 
Title of Each Class                       Name of Each Exchange on Which 
to be so Registered                       Each Class is to be Registered 
- --------------------                      ------------------------------ 
 
Common Stock,                             New York Stock Exchange 
par value $1.00 per share                 Chicago Stock Exchange 
 
Rights to Purchase Series A Cumulative    New York Stock Exchange 
Preferred Stock in connection with a      Chicago Stock Exchange 
Dividend to Holders of Common and  
Class B Stock 
 
Securities to be registered pursuant to Section 12(g) of the Act: 
 
                                     None 
                               (Title of Class) 
 
Item 1.  Description of Securities to be Registered. 
 
     Pursuant to the resolutions adopted at a meeting held on January 23,  
1996, as amended by resolutions adopted at a meeting held on May 16, 1996,  
the Board of Directors of Xerox Corporation (the "Company") declared a  
three-for-one stock split (the "Stock Split"), subject to the approval by  
the shareholders of the Company of an increase in the authorized shares of  
Common Stock, par value $1.00 per share ("Common Stock"), of the Company  
to effectuate the Stock Split.  The shareholders of the Company approved  
such increase at a meeting held on May 16, 1996.  The Stock Split will be  
effected in the form of a 200% stock dividend to be distributed on or  
about June 6, 1996 to the holders of record of Common Stock, par value  
$1.00 per share ("Common Stock"), as of 5 p.m., E.D.T., May 23, 1996, and  
an equivalent distribution upon treasury shares of the same class, such  
shares so distributed to also constitute treasury shares.   
 
     As a result of the Stock Split, pursuant to the terms of the Rights  
Agreement dated as of April 6, 1987, as amended and restated as of  
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A.  
(as successor to Chase Lincoln First Bank, N.A.), as Rights Agent (the  
"Rights Agent") (the "Rights Agreement", a summary of which is provided  
below), the number of Rights (as defined under "Shareholder Rights Plan"  
below) associated with each share of Common Stock and Class B Stock, par  
value $1.00 per share, of the Company ("Class B Stock"), will be  
proportionately adjusted, as of the effective date of the Stock Split, to  
a fractional one-third of a Right.  Prior to the effective date of the  
Stock Split, one full Right is associated with each share of Common Stock  
and Class B Stock. 
 
     In order to reflect the effects of the Stock Split on the Rights, the  
description contained under the heading "Item 1. Description of Securities  
to be Registered" in (i) the Registration Statement on Form 8-A, as  
amended by Amendment No. 1 thereto on Form 8, filed with the Commission on  
April 6, 1987 and February 6, 1989, respectively, and (ii) the Registration  
Statement on Form 8-A, as amended by Amendment No. 1 thereto on Form 8,  
filed with the Commission on February 23, 1990 and March 8, 1990,  
respectively, is hereby amended and restated in its entirety as follows: 
 
                          DESCRIPTION OF COMMON STOCK 
 
     Certain statements under this heading are summaries of the provisions  
with respect to Common Stock contained in the Company's Restated  
Certificate of Incorporation, as amended.  Reference is made to such  
document for a full and complete statement thereof. 
 
Authorized Shares 
- ----------------- 
 
     The Company has the authority to issue 1,050,000,000 shares of Common  
Stock. 
 
Issued and Outstanding, and Reserved Shares 
- ------------------------------------------- 
 
     As of April 30, 1996, there were 108,634,108 shares of Common Stock  
issued, of which 107,867,241 shares were then outstanding.  Also as of  
such date, there were 223,077,644 authorized but unissued shares of Common  
Stock, of which 19,055,114 shares were held in reserve for issuance in  
connection with (i) exchange of shares of Class B Stock, (ii) conversion  
of notes due in 2014, (iii) employees' stock option and similar plans,  
(iv) exchange of non-voting exchangeable Class B Shares of Xerox Canada  
Inc., a majority-owned subsidiary of the Company ("XCI"), and exercise of  
rights granted under XCI's Executive Rights Plan and (v) conversion of the  
Series B Convertible Preferred Stock held by the Trustee for the Company's  
Employee Stock Ownership Plan ("Series B Convertible Preferred Stock").   
Immediately after the effective date of the Stock Split, the foregoing  
numbers of shares of Common Stock are projected to be as follows on a pro  
forma basis: 325,902,324 shares issued, of which 323,601,723 shares would  
then be outstanding, and 669,232,932 authorized but unissued shares, of  
which 57,165,342 shares would then be held in reserve for issuance. 
 
Dividend Rights and Restrictions 
- -------------------------------- 
 
     The holders of Common Stock are entitled to dividends as and when  
declared by the Board of Directors out of the net assets of the Company  
legally available therefor and there are no restrictions on the purchase  
or redemption of such stock by the Company under its charter or by-laws  
or any instrument to which it is a party, provided all dividends for past  
periods and the dividends for the current quarter on any outstanding  
cumulative preferred stock and retirement, purchase or sinking fund  
requirements thereon, if any, have been paid or provided for, and subject  
further to the restrictions referred to below. 
 
Voting Rights 
- ------------- 
 
     After the effective date of the Stock Split, the holders of Common  
Stock will continue to possess voting rights for all purposes equal with  
Class B Stock and Series B Convertible Preferred Stock, one vote per  
share, subject, however, to the right of the holders of any outstanding  
Cumulative Preferred Stock, including the Series B Convertible Preferred  
Stock, if six quarterly dividends thereon are in default, to elect, voting  
as a class, two members of the Board of Directors, which right continues  
until such default is cured. Certain mergers and consolidations, sales,  
leases and pledges of assets are restricted by the provisions relating to  
several of the Company's debt securities and credit agreements to which  
the Company is a party.  In addition, the separate vote or consent of the  
holders of any outstanding Cumulative Preferred Stock, including the  
Series B Convertible Preferred Stock, may be required to authorize certain  
corporate action. 
 
Liquidation Rights 
- ------------------ 
 
     Upon the dissolution, liquidation or winding up of the Company, after  
the payment in full of all preferential amounts to which the holders of  
outstanding shares of all classes of stock having prior rights shall be  
entitled, the remainder of the assets available for distribution to  
shareholders will be distributed ratably among the holders of shares of  
Common Stock and Class B Stock. 
 
Preemptive Rights 
- ----------------- 
 
     Holders of Common Stock do not possess preemptive rights as to any  
class of the Company's stock or as to any other securities of the Company. 
 
Liability to Further Calls or Assessments 
- ----------------------------------------- 
 
     The outstanding Common Stock is fully paid and nonassessable. 
 
Noncumulative Voting 
- -------------------- 
 
     Since the Common Stock does not have cumulative voting rights, if  
they choose to do so, the holders of more than 50% of the Common Stock,  
Class B Stock and Series B Convertible Preferred Stock can elect all of  
the Directors and the holders of the remaining shares cannot elect any  
Directors. 
 
Shareholder Rights Plan 
- ----------------------- 
 
     On April 6, 1987, the Company's Board of Directors adopted a  
shareholder rights plan (the "Rights Plan") pursuant to which the Board  
declared a dividend distribution of one Right for each outstanding share  
of Common Stock and Class B Stock.  On February 6, 1989 the Board of  
Directors amended and restated the Rights Plan. As of the effective date  
of the Stock Split, the number of Rights associated with each share of  
Common Stock and Class B Stock will be adjusted to a fractional one-third  
of one Right.   
 
     Until the Distribution Date (as defined below) or earlier redemption  
or expiration of the Rights, the Rights will not be exercisable, will not  
have any voting rights and will trade with the Common Stock and Class B  
Stock.  The Distribution Date means the earlier to occur of (i) 10 business  
days following the date of a public announcement that a person or group  
(the "Acquiring Person") has acquired beneficial ownership of 20% or more  
of the outstanding Common Stock and Class B Stock, or (ii) 10 business  
days (or such later date as may be determined by the Company's Board of  
Directors) following the commencement of, or the first public announcement  
of the intent to commence, a tender offer or exchange offer by a person or  
group if, upon consummation of the offer, such person or group would  
beneficially own 20% or more of the outstanding Common Stock and Class B  
Stock.  As soon as practicable following the Distribution Date, separate  
certificates evidencing the Rights ("Rights Certificates") will be mailed  
to holders of record of the Common Stock and Class B Stock as of the close  
of business on the Distribution Date; provided that the Company is required  
to make the necessary and appropriate rounding adjustments so that Rights  
Certificates representing only whole numbers of Rights are distributed, and  
cash is paid in lieu of any fractional Rights.   
 
     Each whole number of Rights will upon surrender of the Rights  
Certificate therefor become exercisable and entitle the registered holder  
to purchase from the Company, at a price of $225.00, subject to adjustment  
(the "Purchase Price"), one one-hundredth of a share of Series A Cumulative  
Preferred Stock, par value $1.00 per share ("Preference Stock").  If  
certain types of mergers, sales of assets or other business combinations  
involving the Company occur after the Rights become exercisable, the Rights  
will entitle the holder thereof, upon payment of the then current Purchase  
Price, to purchase common stock of the acquiring company which at the time  
of such transaction would have a market value equivalent to twice the then  
current Purchase Price.  If an Acquiring Person acquires the Company in a  
transaction in which the Company and its Common Stock survive, or a person  
or group acquires 20% or more of the Common Stock and Class B Stock, each  
Right not owned by the Acquiring Person becomes exercisable for the number  
of shares of Common Stock that at that time have a market value of twice  
the then current Purchase Price.  The Company may redeem the rights at a  
redemption price of $.05 per Right at any time prior to the close of  
business on the tenth business day following the date of first public  
announcement that a person or group has acquired beneficial ownership of  
20% or more of its Common Stock.  The Rights expire on April 16, 1997. 
 
     A summary of the Rights Plan is available upon request from the  
Rights Agent, The Chase Manhattan Bank, N.A., One Chase Square, Rochester,  
New York 14643, Attention: Corporate Trust Operations. 
 
                             DESCRIPTION OF RIGHTS 
 
     The statements under this heading are summaries of the provisions with  
respect to the Rights contained in the Rights Agreement, the Certificate of  
Adjustment dated May 17, 1996 relating to the Stock Split (the "Certificate  
of Adjustment") and the Company's Restated Certificate of Incorporation, as  
amended.  Reference is made to such documents for a full and complete  
statement thereof. 
 
     On April 6, 1987, the Company's Board of Directors  declared a  
dividend distribution of one Right for each outstanding share of Common  
Stock and Class B Stock to shareholders of record at the close of business  
on April 16, 1987 (the "Record Date").  On February 6, 1989 the Board of  
Directors amended and restated the Rights Plan.  As of the effective date  
of the Stock Split, the number of Rights associated with each share of  
Common Stock and Class B Stock will be adjusted to a fractional one-third  
of one Right.  
 
     Until the Distribution Date, which is defined below, or earlier  
redemption or expiration of the Rights, the Rights will not be exercisable,  
will not have any voting rights and will be evidenced, with respect to each  
of the Common Stock or Class B Stock certificates outstanding prior to the  
Distribution Date, by such Common Stock or Class B Stock certificate. Until  
the Distribution Date (or earlier redemption or expiration of the Rights),  
(i) the Rights will be transferred with and only with the Common Stock and  
Class B Stock; (ii) new Common Stock and Class B Stock certificates issued  
after the Record Date upon transfer, replacement or new issuance of Common  
Stock and Class B Stock will be deemed to be issued with Rights and will  
contain a notation incorporating the Rights Agreement by reference; and  
(iii) the surrender for transfer of any certificate for Common Stock or  
Class B Stock will also constitute the transfer of the Rights associated  
with the Common Stock or Class B Stock represented by such certificate. 
 
     As soon as practicable following the Distribution Date, Rights  
Certificates will be mailed to holders of record of the Common Stock and  
Class B Stock as of the close of business on the Distribution Date;  
provided that the Company is required to make the necessary and appropriate  
rounding adjustments so that Rights Certificates representing only whole  
numbers of Rights are distributed, and cash is paid in lieu of any  
fractional Rights.  From and after the Distribution Date, such separate  
Rights Certificates alone will evidence the Rights.  Except as otherwise  
determined by the Board of Directors, and except in connection with the  
exercise of employee stock options and in connection with the conversion of  
convertible securities and the exchange of exchangeable securities issued  
after the Record Date, only Common Stock and Class B Stock issued prior to  
the Distribution Date will be issued with Rights. 
 
     "Distribution Date" shall mean the earlier to occur of (i) 10 business  
days following the date of a public announcement that a person, together  
with persons affiliated or associated with it, has acquired beneficial  
ownership of 20% or more of the outstanding Common Stock and Class B Stock  
or (ii) 10 business days (or such later day as may be determined by the  
Company's Board of Directors) following the earlier of the commencement of,  
or the first public announcement of the intent to commence, a tender offer  
or exchange offer by a person other than the Company if, upon consummation  
of the offer, such person, together with persons affiliated or associated  
with it, would be the beneficial owner of 20% or more of the outstanding  
Common Stock and Class B Stock. 
 
     The Rights will expire at the close of business on April 16, 1997 (the  
"Final Expiration Date"), unless earlier redeemed by the Company as  
described below. 
 
     Each whole number of Rights will upon surrender of the Rights  
Certificate therefor become exercisable and entitle the registered holder  
to purchase from the Company, at a price of $225.00, subject to adjustment  
(the "Purchase Price"), one unit (a "Unit") consisting of one one-hundredth  
of a share of Series A Cumulative Preferred Stock, par value $1.00 per  
share ("Preference Stock"), which is a series of cumulative preferred stock  
of the Company.  The Purchase Price payable, and the number of Units or  
other securities or property issuable, upon exercise of the Rights are  
subject to adjustment from time to time to prevent dilution (i) in the  
event of a stock dividend on, or a subdivision, combination or  
reclassification of, the Preference Stock, (ii) upon the grant to holders  
of the Preference Stock of certain rights or warrants to subscribe for  
Preference Stock at less than the current market price of the Preference  
Stock or (iii) upon the distribution to holders of the Preference Stock of  
evidences of indebtedness, securities, cash or assets (excluding regular  
periodic dividends out of earnings or retained earnings) or of subscription  
rights or warrants (other than those referred to above).  With certain  
exceptions, no adjustment in the Purchase Price will be required until  
cumulative adjustments require an adjustment of at least 1% in the Purchase  
Price.  No fractional Units are required to be issued on exercise of  
Rights, and in lieu thereof an adjustment in cash may be made based on the  
market price of the Preference Stock on the last trading day prior to the  
date of exercise. 
 
     Any of the events described in the succeeding two paragraphs is  
defined as a "Triggering Event." 
 
     "Acquiring Person" shall mean any person who constitutes an  
"Interested Shareholder" as defined in Section 912 of the New York Business  
Corporation Law (the "NYBCL"), but shall not include the Company, any  
subsidiary of the Company, any employee benefit plan of the Company or of  
any subsidiary of the Company, or any person or entity organized, appointed  
or established by the Company for or pursuant to the terms of any such  
plan; provided that for the purpose of determining whether such person is  
an Acquiring Person, a person engaged in business as an underwriter or  
securities shall not be deemed to be the beneficial owner (as defined in  
NYBCL Section 912) of, or to beneficially own, any securities acquired  
through such person's participation in good faith in a firm commitment  
underwriting until the expiration of 40 days after the date of such  
acquisition. 
 
     In the event that after April 6, 1987, a person, other than any  
employee benefit plan of the Company or of any subsidiary of the Company,  
or any person or entity organized, appointed or established by the Company  
for or pursuant to the terms of any such plan, alone or together with  
persons affiliated or associated with it, becomes the beneficial owner of  
20% or more of the outstanding Common Stock and Class B Stock, unless such  
person acquires such shares in a tender offer or exchange offer for all of  
the outstanding shares of Common Stock and Class B Stock at a price and on  
terms determined by at least a majority of the Board of Directors who are  
not officers of the Company and who are not representatives, nominees,  
affiliates or associates of an Acquiring Person to be (a) at a price which  
is fair to shareholders and (b) otherwise in the best interests of the  
Company and its shareholders, proper provision shall be made so that each  
holder of a Right, except as provided below, shall thereafter have the  
right to receive, upon exercise thereof, Common Stock (or, in certain  
circumstances as determined by the Company, other securities, cash, or  
other property) having a value of two times the Purchase Price.  
Notwithstanding the foregoing, any Rights beneficially owned by an  
Acquiring Person or an affiliate or associate of an Acquiring Person, or  
a transferee of a person who is or, in certain circumstances, becomes an  
Acquiring Person or an affiliate or associate of an Acquiring Person, shall  
become null and void upon the first occurrence of an event described in  
this paragraph and no holder of such Rights shall have any right with  
respect to such Rights from and after such occurrence. 
 
     In the event that, following the Stock Acquisition Date (as defined  
below), the Company (i) engages in a merger or other business combination  
transaction with another person in which the Common Stock or Class B Stock  
is changed or exchanged, or (ii) sells or transfers 50% or more of its cash  
flow, assets or earning power to another person, proper provision shall be  
made so that each holder of a Right (other than Rights that theretofore  
become null and void as described in the preceding paragraph) shall  
thereafter have the right to receive, upon exercise thereof, common stock  
of such other person (or in certain circumstances one of its affiliates)  
having a value of two times the Purchase Price. 
 
     Holders of Rights shall not be entitled to exercise the Rights as  
provided in the preceding paragraph if the Company engages in a transaction  
described in (i) of the preceding paragraph with a person or persons who  
acquired shares of Common Stock pursuant to a tender offer or exchange offer  
for all outstanding shares of Common Stock and Class B Stock at a price and  
on terms which is fair as to all shareholders and which is in the best  
interests of the Company and all shareholders, the price per share of Common  
Stock and Class B Stock offered in such transaction is not less than the  
price per share of the Common Stock and Class B Stock paid to all holders  
of shares of Common Stock and Class B Stock whose shares were purchased  
pursuant to such tender offer or exchange offer, and the form of  
consideration being offered to the remaining holders of shares of Common  
Stock and Class B Stock pursuant to such transaction is the same as the  
form of consideration paid pursuant to such tender offer or exchange offer.  
Upon the consummation of such a transaction, the Rights shall expire. 
 
     At any time on or before the earlier of (i) the close of business on  
the tenth business day following the date of a public announcement that a  
person has become an Acquiring Person (the "Stock Acquisition Date"), or  
(ii) the Final Expiration Date, the Company may authorize redemption of all,  
but not less than all, the then outstanding Rights at a redemption price of  
$.05 per Right (the "Redemption Price"), payable in cash, shares of Common  
Stock, or any other form of consideration deemed appropriate by the Board of  
Directors.  Immediately upon the action of the Board of Directors of the  
Company electing to redeem the Rights, the Company shall make announcement  
thereof, and upon such election, the right to exercise the Rights will  
terminate and the only right of the holders of Rights will be to receive the  
Redemption Price. 
 
     Other than those provisions relating to the principal economic terms  
of the Rights, any of the provisions of the Rights Agreement may be amended  
by the Board of Directors of the Company prior to the Distribution Date.   
Thereafter, provisions of the Rights Agreement may be amended by the Board  
(i) to cure any ambiguity, (ii) to correct or supplement any defective or  
inconsistent provision, (iii) to shorten or lengthen any time period under  
the Rights Agreement, or (iv) in any other manner that will not adversely  
affect the interests of the holders of Rights. 
 
     Until a Right is exercised, the holder thereof, as such, will have no  
rights as a shareholder of the Company, including, without limitation, the  
right to vote or to receive dividends. 
  
     As of April 30, 1996, there were 108,634,108 shares of Common Stock  
issued, of which 107,867,241 shares were then outstanding.  Also as of such  
date, there were 223,077,644 authorized but unissued shares of Common Stock,  
of which 19,055,114 shares were held in reserve for issuance in connection  
with (i) exchange of shares of Class B Stock, (ii) conversion of notes due  
in 2014, (iii) employees' stock option and similar plans, (iv) exchange of  
non-voting exchangeable Class B Shares of XCI and exercise of rights granted  
under XCI's Executive Rights Plan and (v) conversion of the Series B  
Convertible Preferred Stock held by the Trustee for the Company's Employee  
Stock Ownership Plan.  Immediately after the effective date of the Stock  
Split, the foregoing numbers of shares of Common Stock are projected to be  
as follows on a pro forma basis: 325,902,324 shares issued, of which  
323,601,723 shares would then be outstanding, and 669,232,932 authorized but  
unissued shares, of which 57,165,342 shares would then be held in reserve  
for issuance.  1,500,000 shares of Preference Stock have been reserved for  
issuance upon exercise of the Rights. 
 
     The Rights have certain anti-takeover effects.  The Rights will cause  
substantial dilution to a person or group that attempts to acquire the  
Company without conditioning the offer on a substantial number of Rights  
being acquired.  In general the Rights should not interfere with any merger  
or other business combination approved by the Board of Directors of the  
Company since the Board of Directors generally may, at its option, redeem  
at any time prior to the close of business on the Stock Acquisition Date,  
all but not less than all the then outstanding Rights at the Redemption  
Price. 
 
Item 2.  Exhibits. 
 
Exhibit No.                     Description 
- -----------                     ------------ 
 
(3) (a) (1) Restated Certificate of Incorporation of Registrant filed by the  
            Department of State of New York on June 10, 1988 (incorporated by  
            reference to Exhibit 3(a) to Registrant's Quarterly Report on  
            Form 10-Q for the Quarter Ended June 30, 1988). 
   
        (2) Certificate of Amendment dated July 7, 1989 to the Restated  
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a) to Registrant's Quarterly Report on Form 10-Q for  
            the Quarter Ended June 30, 1989). 
 
        (3) Certificate of Amendment dated October 10, 1994 to the Restated 
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a)(3) to Registrant's Annual Report on Form 10-K for  
            the Year Ended December 31, 1994). 
 
        (4) Certificate of Amendment dated October 19, 1995 to the Restated 
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a)(4) to Registrant's Annual Report on Form 10-K for  
            the Year Ended December 31, 1995).  
 
        (5) Certificate of Amendment dated May 17, 1996 to the Restated 
            Certificate of Incorporation. 
 
    (b)     By-Laws of Registrant, as amended through May 29, 1991  
            (incorporated by reference to Exhibit 3(b)(2) to Registrant's  
            Quarterly Report on Form 10-Q for the Quarter Ended June 30,  
            1991). 
 
(4) (a)     Form of Rights Agreement, dated as of April 6, 1987, as  
            amended and restated as of February 6, 1989, between  
            Registrant and The Chase Manhattan Bank, N.A. (as successor  
            to Chase Lincoln First Bank, N.A.), as Rights Agent.* 
 
    (b)     Certificate of Adjustment dated as of May 17, 1996. 
 
- ------------------------------- 
* Previously filed as Exhibit 1 to the Company's Form 8-A Registration  
Statement filed with the Securities and Exchange Commission on April 6,  
1987 and incorporated herein by reference. 
 
 
SIGNATURE 
 
     Pursuant to the requirements of Section 12 of the Securities Exchange  
Act of 1934, the registrant has duly caused this registration statement to  
be signed on its behalf by the undersigned, thereunto duly authorized. 
 
                                       XEROX CORPORATION (Registrant) 
 
                                       By:   /s/  Martin S. Wagner 
                                           -------------------------- 
                                           Name:  Martin S. Wagner 
                                           Title: Assistant Secretary 
Date:  June 4, 1996  
 
                               EXHIBIT INDEX 
 
Exhibit No.                     Description 
- -----------                     ------------ 
 
(3) (a) (1) Restated Certificate of Incorporation of Registrant filed by the  
            Department of State of New York on June 10, 1988 (incorporated by  
            reference to Exhibit 3(a) to Registrant's Quarterly Report on  
            Form 10-Q for the Quarter Ended June 30, 1988). 
   
        (2) Certificate of Amendment dated July 7, 1989 to the Restated  
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a) to Registrant's Quarterly Report on Form 10-Q for  
            the Quarter Ended June 30, 1989). 
 
        (3) Certificate of Amendment dated October 10, 1994 to the Restated 
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a)(3) to Registrant's Annual Report on Form 10-K for  
            the Year Ended December 31, 1994). 
 
        (4) Certificate of Amendment dated October 19, 1995 to the Restated 
            Certificate of Incorporation (incorporated by reference to  
            Exhibit 3(a)(4) to Registrant's Annual Report on Form 10-K for  
            the Year Ended December 31, 1995).  
 
        (5) Certificate of Amendment dated May 17, 1996 to the Restated 
            Certificate of Incorporation 
 
    (b)     By-Laws of Registrant, as amended through May 29, 1991  
            (incorporated by reference to Exhibit 3(b)(2) to Registrant's  
            Quarterly Report on Form 10-Q for the Quarter Ended June 30,  
            1991). 
  
(4) (a)     Form of Rights Agreement, dated as of April 6, 1987, as  
            amended and restated as of February 6, 1989, between  
            Registrant and The Chase Manhattan Bank, N.A. (as successor  
            to Chase Lincoln First Bank, N.A.), as Rights Agent.* 
 
    (b)     Certificate of Adjustment dated as of May 17, 1996. 
 
- ------------------------------- 
* Previously filed as Exhibit 1 to the Company's Form 8-A Registration  
Statement filed with the Securities and Exchange Commission on April 6,  
1987 and incorporated herein by reference. 
 
 
 
 
                                                         Exhibit 3(a)(5) 
 
                              Certificate of Amendment 
                                      of the 
                            Certificate of Incorporation 
                                        of 
                                Xerox Corporation 
                 Under Section 805 of the Business Corporation Law 
 
 
     We, the undersigned, Eunice M. Filter, Vice President and Martin  
S. Wagner, Assistant Secretary of Xerox Corporation (the "Corporation")  
hereby certify that: 
 
     1.     The name of the Corporation is "XEROX CORPORATION".  The  
name under which the Corporation was formed is "THE HALOID COMPANY". 
 
     2.     The Certificate of Incorporation was filed by the Department  
of State on April 18, 1906 under the name The Haloid Company. 
 
     3.     The Certificate of Incorporation of the Corporation is  
hereby being amended pursuant to Section 805 of the BCL to increase the  
number of authorized shares of Common Stock, par value $1.00 per share,  
of the Corporation ("Common Stock") from 350,000,000 to 1,050,000,000 in  
connection with the pro rata distribution to the holders of record of  
Common Stock as of May 23, 1996 of two shares of Common Stock pursuant to  
a three-for-one stock split (the "Three-For-One Stock Split"). 
 
     4.     The lead-in paragraph of Article FOURTH of the Certificate of  
Incorporation of the Corporation reads as follows: 
 
          "FOURTH:  The aggregate number of shares which the Corporation  
     shall have the authority to issue is 350,000,000 shares of Common  
     Stock, of the par value of $1.00 each (hereinafter referred to as  
     "Common Stock"), 600,000 shares of Class B Stock of the par value  
     of $1.00 each (hereinafter referred to as "Class B Stock"), and  
     22,543,067 shares of Cumulative Preferred Stock, of the par value  
     of $1.00 each (hereinafter referred to as "Cumulative Preferred  
     Stock")." 
 
     5.     The lead-in paragraph of Article FOURTH of the Certificate of  
Incorporation of the Corporation is hereby amended to read as follows: 
 
          "FOURTH:  The aggregate number of shares which the Corporation  
     shall have the authority to issue is 1,050,000,000 shares of Common  
     Stock, of the par value of $1.00 each (hereinafter referred to as  
     "Common Stock"), 600,000 shares of Class B Stock of the par value  
     of $1.00 each (hereinafter referred to as "Class B Stock"), and  
     22,543,067 shares of Cumulative Preferred Stock, of the par value  
     of  $1.00 each (hereinafter referred to as "Cumulative Preferred  
     Stock")." 
 
     6.     The foregoing amendment of the Certificate of Incorporation  
of the Corporation and the Three-For-One Stock Split have the sole effect  
of increasing the number of issued and unissued shares of Common Stock  
ratably by 200 percent. 
 
     7.     The foregoing amendment of the Certificate of Incorporation  
of the Corporation was authorized by the Board of Directors of the  
Corporation at a meeting duly called and held on January 23, 1996 and  
approved by the shareholders of the Corporation at its annual meeting  
duly called and held on May 16, 1996. 
 
     IN WITNESS WHEREOF, we have subscribed this document on the date  
set forth below and do hereby affirm, under the penalties of perjury,  
that the statements contained therein have been examined by us and are  
true and correct. 
 
Date: May 17, 1996 
 
                                      /s/ EUNICE M. FILTER 
                                    -------------------------- 
                                    Name:  Eunice M. Filter 
                                    Title: Vice President 
 
                                      /s/ MARTIN S. WAGNER 
                                    -------------------------- 
                                    Name:  Martin S. Wagner 
                                    Title: Assistant Secretary 
 
 
 
                                                                Exhibit 4(b) 
 
                               XEROX CORPORATION 
 
                           Certificate of Adjustment 
  
  
     The undersigned, Eunice M. Filter, Vice President, Treasurer and  
Secretary of Xerox Corporation, a New York corporation (the "Company"),  
DOES HEREBY CERTIFY pursuant to Section 12 of the Rights Agreement, dated  
as of April 6, 1987, as amended and restated as of February 6, 1989,  
between the Company and The Chase Manhattan Bank, N.A. (as successor to  
Chase Lincoln First Bank, N.A.), as Rights Agent that: 
  
I.   Statement of Facts. 
  
     On January 23, 1996 and May 16, 1996, the Board of Directors of the  
Company declared, subject to approval of the shareholders of the Company,  
a three-for-one split of the shares of the Company's Common Stock, par  
value $1.00 per share ("Common Stock"), to be effected in the form of a  
200% stock distribution on June 7, 1996 to the holders of record of Common  
Stock as of 5 p.m., E.D.T., May 23, 1996 and an equivalent distribution on  
treasury shares of the same class.  The shareholders of the Company  
approved said stock split as its annual meeting held on May 16, 1996. 
  
II.  Adjustments Pursuant to Rights Agreement. 
  
     Pursuant to the provisions of Section 11(p) of the Rights Agreement,  
effective as of 5 p.m., E.D.T., May 23, 1996, one-third of a Right (as  
defined in the Rights Agreement) shall be associated with each share of  
Common Stock and Class B Stock, par value $1.00 per share.  
  
     IN WITNESS WHEREOF, I have hereunto set my hand as of the 17th day of  
May, 1996. 
  
                                        XEROX CORPORATION 
   
                                        By:   /s/ EUNICE M. FILTER 
                                            ------------------------ 
                                            Name:  Eunice M. Filter 
                                            Title: Vice President, Treasurer  
                                                   and Secretary