SCHEDULE 14A INFORMATION

            Proxy Statement Pursuant to Section 14(a) 
             of the Securities Exchange Act of 1934


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                       XEROX CORPORATION
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          (Name of Registrant as Specified in Its Charter)

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                          The Document Company
                                Xerox

Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, Connecticut  06904
203 968-4515

Paul A. Allaire
Chairman & Chief Executive Officer


April 29, 1998


Dear ESOP Participant:

Ownership is our direction for 1998.  We want employees not 
only to feel a sense of ownership of the company, but also 
to have real ownership in the company, and to share in its 
success.

That's why we are incorporating stock-based payments into the 
way we share profits with Xerox people under the profit sharing 
plan.  We will offset the impact of the recently announced 
restructuring by making a combination of cash and stock-related 
payments for 1998.  For 1999 and beyond, we will move to a new 
formula for profit sharing_one that's based on earnings growth 
rather than ROA_with a portion of the payout being stock related.  

I want stock options to be part of the profit sharing payout.  
Stock options give you the opportunity to benefit financially 
from increases in the price of Xerox common stock.  The more 
the stock increases, the more valuable the option.  Stock 
options have become an important part of the Total Pay for 
employees who received them in the past.

The 1998 Employee Stock Option Plan will provide the shares 
needed to give stock options to Xerox employees eligible for 
profit sharing.  The Plan has been presented to shareholders 
for their approval at this year's Annual Meeting of Shareholders 
on May 21. The adoption of the Plan will not affect the Employee 
Stock Ownership Plan (ESOP).  ESOP shares will continue to be 
allocated to employees until the reserve is exhausted in 2003, 
as set forth in the Trust establishing the ESOP.

The Board of Directors of the Company recommends that 
shareholders vote FOR the approval of the 1998 Employee Stock 
Option Plan.  I want to emphasize that recommendation to 
you as an employee and a shareholder.

As a participant in the ESOP, you already know the impact 
of increased stock price.  With the common stock trading at 
around $110, each share of stock in your ESOP account 
currently has a market value of about $330, more than 
four times the $78.25 minimum.  Stock options offer you 
another potential opportunity to share in the success 
of The Document Company, along with all Xerox shareholders.  

Sincerely,


Paul A. Allaire
PAA/pw

You can vote by signing and returning your Voting Instruction 
Card.  You may also vote by phone (1-888-807-7699) or by 
Internet (www.equiserve.com/proxy).  Your telephone or Internet 
vote authorizes the Trustee to vote your shares in the same 
manner as if you had marked, signed and returned your Voting 
Instruction Card.  You may change your Voting Instruction at 
anytime before May 21 through Internet or telephone voting.

To vote by phone or Internet you will need your 13-digit control 
number, printed above your name and address on the Voting 
Instruction Card and on the address card included with this 
letter.

Xerox has a confidential voting policy.  Your vote, like those 
of all shareholders, will be held in the strictest confidence.