SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-Q/A
                              (Amendment No. 1)

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGES ACT OF 1934 

     For the quarterly period ended March 31, 1997
 
                                     OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from ________ to _________

                       Commission file number:  1-4471

                              XEROX CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)
New York                                                           16-0468020
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

800 Long Ridge Road, Stamford, Connecticut                              06904
(Address of Principal Executive Offices)                           (Zip Code)

                                (203) 968-3000
             (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the  
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.           Yes (X)   No ( ) 

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

     Class                                       Outstanding at May 31, 1997
- -------------------                              ---------------------------

Common Stock                                     324,270,713


                                    PART II

ITEM 2. CHANGES IN SECURITIES.

During the quarter ended March 31, 1997, Registrant issued the following 
securities in transactions which were not registered under the Securities Act 
of 1933, as amended ("Act"):

(a)  Securities Sold:  On January 1, 1997 Registrant issued 2,079 shares of 
Common Stock, par value $1 per share.

(b)  No underwriters participated.  The shares were issued to each of the non-
employee Directors of Registrant:  A. A. Johnson, B. R. Inman, V. E. Jordan, 
Jr., Y. Kobayashi, H. Kopper, R. S. Larsen, J. D. Macomber, G. J. Mitchell, N. 
J. Nicholas, Jr., J. E. Pepper, M. R. Seger and T. C. Theobald.

(c)  The shares were issued at a deemed purchase price of $52.625 per share 
(aggregate price $109,407), based upon the market value on the date of 
issuance, in payment of  the quarterly Directors' fees pursuant to 
Registrant's Restricted Stock Plan For Directors.

(d)  Exemption from registration under the Act was claimed based upon Section 
4(2) as a sale by an issuer not involving a public offering.  


                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this amendment to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                            XEROX CORPORATION
                               (Registrant)

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

Dated: June 13, 1997