UNITED STATES            12/31/96
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              SCHEDULE 13G

               UNDER THE SECURITIES EXCHANGE ACT OF 1934
                     (AMENDMENT NO.          )*

XEROX CORPORATION
(NAME OF ISSUER)
COMMON STOCK
(TITLE CLASS OF SECURITIES)
984121103
(CUSIP NUMBER)

CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS
STATEMENT.____(A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1)
HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF
MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM
1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING
BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE
RULE 13D-7).

*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).

<PAGE>
CUSIP NO. 984121103             13G       PAGE 2 OF 5 PAGES

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    XEROX CORPORATION PROFIT SHARING RETIREMENT AND SAVINGS PLAN AND
     THE PROFIT SHARING PLAN OF XEROX CORPORATION AND THE XEROGRAPHIC
     DIVISION A.C.T.W.U. A.F.L.-C.I.O

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __

                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
    4,032,297 SHARES
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
    4,032,297 SHARES
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    4,032,297 SHARES

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES*

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
    1.1%
     
12. TYPE OF REPORTING PERSON*

     BK

<PAGE>
CUSIP NO. 984121103             13G       PAGE 2A OF 5 PAGES

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    XEROX CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __

                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    0 SHARES
6.  SHARED VOTING POWER
    9,212,074.079 SHARES (REPRESENTS CONV PFD SHARES CONVERTED TO SAME 
                          NUMBER COMMON)
7.  SOLE DISPOSITIVE POWER
    0 SHARES
8.  SHARED DISPOSITIVE POWER
    27,636,222.24 SHARES (REPRESENTS 9,212,074.079 CONV PFD SHARES     
                          CONVERTED TO COMMON [RATIO 1 PFD = 3 COM])
    
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    27,636,222.24 SHARES (REPRESENTS 9,212,074.079 CONV PFD SHARES     
                          CONVERTED TO COMMON [RATIO 1 PFD = 3 COM])

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES*

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
   
    7.9%

12. TYPE OF REPORTING PERSON*

     BK

<PAGE>
CUSIP NO. 984121103             13G       PAGE 2B OF 5 PAGES

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST COMPANY, TRUSTEE     04-1867445
    OR DISCRETIONARY ADVISOR VARIOUS COLLECTIVE INVESTMENT FUNDS FOR   
    EMPLOYEE BENEFIT PLANS AND OTHER INDEX ACCOUNTS     XEROX CORP

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __

                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    2,879,882 SHARES
6.  SHARED VOTING POWER
    0 SHARES
7.  SOLE DISPOSITIVE POWER
    3,192,990 SHARES
8.  SHARED DISPOSITIVE POWER
    0 SHARES
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,192,990 SHARES

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES*

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
    .9%

12. TYPE OF REPORTING PERSON*

    BK

<PAGE>
CUSIP NO. 984121103             13G       PAGE 2C OF 5 PAGES

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON
    STATE STREET BANK AND TRUST CO, TRUSTEE/CO-TRUSTEE     04-1867445
    VARIOUS PERSONAL TRUST ACCOUNTS               XEROX CORP

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*

    NOT APPLICABLE                                   A __

                                                     B __
3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    BOSTON, MASSACHUSETTS

5.  SOLE VOTING POWER
    52,553 SHARES
6.  SHARED VOTING POWER
    14,469 SHARES
7.  SOLE DISPOSITIVE POWER
    36,353 SHARES
8.  SHARED DISPOSITIVE POWER
    30,669 SHARES
9.  AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    67,022 SHARES

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES*

    NOT APPLICABLE 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
    0%

12. TYPE OF REPORTING PERSON*

     BK

<PAGE>
                         SCHEDULE 13G        PAGE 3 OF 5 PAGES
ITEM 1.

     (A)  NAME OF ISSUER
     
          XEROX CORPORATION
 
     (B)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

          800 LONG RIDGE ROAD
          P.O. BOX 1600
          STAMFORD
          CONNECTICUT  06904-1600

ITEM 2.

     (A)  NAME OF PERSON FILING
          
          STATE STREET BANK AND TRUST COMPANY, TRUSTEE

     (B)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
          RESIDENCE

          225 FRANKLIN STREET, BOSTON, MA 02110

     (C)  CITIZENSHIP

          BOSTON, MASSACHUSETTS

     (D)  TITLE OF CLASS OF SECURITIES
     
          COMMON STOCK
     
     (E)  CUSIP NUMBER
     
          984121103

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
          13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

     (B)  _X_  BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT

<PAGE>
                                             PAGE 4 OF 5 PAGES
ITEM 4. OWNERSHIP
 
     (A)  AMOUNT BENEFICIALLY OWNED
     
          34,928,531.24 SHARES
 
     (B)  PERCENT OF CLASS
     
          9.9% (Dispositive)  4.6% (Voting)
 
     (C)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
          (I)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE
                2,932,435 SHARES
          (II)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE
                9,226,543.079 SHARES
          (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                3,229,343 SHARES
          (IV)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                31,699,188.24 SHARES

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

          NOT APPLICABLE

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
          PERSON.

          NOT APPLICABLE

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
          ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
          COMPANY

          NOT APPLICABLE


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

          NOT APPLICABLE

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

          NOT APPLICABLE


<PAGE>
                                                   PAGE 5 OF 5 PAGES

ITEM 10.  CERTIFICATION

          THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE
          STATEMENT IS FILED PURSUANT TO RULE 13D-1(B):

          BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE
ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED
FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE
NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY
TRANSACTION HAVING SUCH PURPOSES OR EFFECT.

     THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND
TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY
THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY
DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN
PURSUANT TO RULE 13D-4.

                         SIGNATURE

     AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT
IS TRUE, COMPLETE AND CORRECT.

                         10 FEBRUARY 1997
                    
                         STATE STREET BOSTON CORPORATION
                         STATE STREET BANK AND TRUST COMPANY,    
                         TRUSTEE


                         /s/ Janet Denneen                         
                         Senior Compliance Officer