FORM 10-Q

		   SECURITIES AND EXCHANGE COMMISSION
			 Washington, D.C. 20549
(Mark One)

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

	For the quarterly period ended: March 31, 1998

	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   (IRS Employer Identification No.) 
of incorporation or organization)

			   P.O. Box 1600
		  Stamford, Connecticut   06904-1600
	      (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 April 30,1998

Common Stock                            328,234,105  shares

	      This document consists of 29 pages.


Forward-Looking Statements

From time to time Xerox Corporation (the Registrant or the Company) and its 
representatives may provide information, whether orally or in writing, 
including certain statements in this Form 10-Q under "Management's Discussion 
and Analysis of Financial Condition and Results of Operations," which are 
deemed to be "forward-looking" within the meaning of the Private Securities 
Litigation Reform Act of 1995 ("Litigation Reform Act").  These forward-
looking statements and other information relating to the Company are based on 
the beliefs of management as well as assumptions made by and information 
currently available to management.

The words "anticipate," "believe," "estimate," "expect," "intend," "will," and 
similar expressions, as they relate to the Company or the Company's 
management, are intended to identify forward-looking statements.  Such 
statements reflect the current views of the Registrant with respect to future 
events and are subject to certain risks, uncertainties and assumptions.  
Should one or more of these risks or uncertainties materialize, or should 
underlying assumptions prove incorrect, actual results may vary materially 
from those described herein as anticipated, believed, estimated or expected.  
The Registrant does not intend to update these forward-looking statements.

In accordance with the provisions of the Litigation Reform Act we are making 
investors aware that such "forward-looking" statements, because they relate to 
future events, are by their very nature subject to many important factors 
which could cause actual results to differ materially from those contained in 
the "forward-looking" statements.  Such factors include but are not limited to 
the following:

Competition - the Registrant operates in an environment of significant 
competition, driven by rapid technological advances and the demands of 
customers to become more efficient.  There are a number of companies worldwide 
with significant financial resources which compete with the Registrant to 
provide document processing products and services in each of the markets 
served by the Registrant, some of whom operate on a global basis.  The 
Registrant's success in its future performance is largely dependent upon its 
ability to compete successfully in its currently-served  markets and to expand 
into additional market segments.  

Transition to Digital - presently black and white light-lens copiers represent 
approximately half the Registrant's revenues.  This segment of the general 
office is mature with anticipated declining industry revenues as the market 
transitions to digital technology.  Some of the Registrant's new digital 
products replace or compete with the Registrant's current light-lens 
equipment.  Changes in the mix of products from light-lens to digital, and the 
pace of that change as well as competitive developments could cause actual 
results to vary from those expected.

Pricing - the Registrant's ability to succeed is dependent upon its ability to 
obtain adequate pricing for its products and services which provide a 
reasonable return to shareholders.  Depending on competitive market factors, 
future prices the Registrant can obtain for its products and services may vary 
from historical levels.

Financing Business - a significant portion of the Registrant's profits arise 
from the financing of its customers' purchase of the Registrant's equipment.  
On average, 75 to 80 percent of equipment sales are financed through the 
Registrant.  The Registrant's ability to provide such financing at competitive 
rates and realize profitable spreads is highly dependent upon its own costs of 
borrowing which, in turn, depend upon its credit ratings.  Significant changes 
in such ratings could reduce the profitability of such financing business 
and/or make the Registrant's financing less attractive to customers thus 
reducing the volume of financing business done.  The Registrant's present 
credit ratings permit ready access to the credit markets.  There is no 
assurance that these credit ratings can be maintained and/or ready access to 
the credit markets can be assured.

Productivity - the Registrant's ability to sustain and improve its profit 
margins is largely dependent on its ability to maintain an efficient, cost-
effective operation.  Productivity improvements through process reengineering, 
design efficiency and supplier cost improvements are required to offset labor 
and materials cost inflation and competitive price pressures.

International Operations - the Registrant derives approximately half its 
revenue from operations outside of the United States.  In addition, the 
Registrant manufactures many of its products and/or their components outside 
the United States.  The Registrant's future revenue, cost and profit results 
could be adversely affected by a number of factors, including changes in 
foreign currency exchange rates, changes in economic conditions from country 
to country, changes in a country's political conditions, trade protection 
measures, licensing requirements and local tax issues.

New Products/Research and Development - the process of developing new high 
technology products and solutions is inherently complex and uncertain.  It 
requires accurate anticipation of customers' changing needs and emerging 
technological trends.  The Registrant must then make long-term investments and 
commit significant resources before knowing whether these investments will 
eventually result in products that achieve customer acceptance and revenues 
required to provide anticipated returns from these investments.

Disengagement from Insurance Business - during the process of disengaging from 
the insurance business, the Registrant will continue to be subject to all the 
business risks and rewards of the remaining unit, Crum & Forster Holdings, 
Inc. (CFI).  Until CFI is actually sold, no assurances can be given as to the 
ultimate impact on the Registrant's total results from operations or whether 
the proceeds from CFI's sale will equal its carrying value.  The insurance 
business is subject to cyclical competitive conditions, judicial decisions 
affecting insurers' liabilities, and by volatile and unpredictable 
developments, including changes in the propensity of courts to grant large 
awards, fluctuations in interest rates, inflationary pressures that may tend 
to affect the size of losses and changes in the investment environment that 
affect market prices of insurance companies' investments.  CFI's operating 
results have historically been influenced by these industry trends, as well as 
by its exposure to uncollectible reinsurance, which had been greater than for 
most other insurers.

Restructuring - the Registrant's ability to ultimately reduce pre-tax annual 
expenditures by approximately $1 billion is dependent upon its ability to 
successfully implement the 1998 restructuring program including the 
elimination of 9,000 jobs worldwide, the closing and consolidation of 
facilities,and the successful implementation of process and systems changes.    




			   Xerox Corporation
			       Form 10-Q
			    March 31, 1998

Table of Contents
							     Page
Part I -  Financial Information

   Item 1. Financial Statements

      Consolidated Statements of Income                         5

      Consolidated Balance Sheets                               6

      Consolidated Statements of Cash Flows                     7

      Notes to Consolidated Financial Statements                8

   Item 2. Management's Discussion and Analysis of Results of
     Operations and Financial Condition

      Document Processing                                      13

      Discontinued Operations                                  19

      Capital Resources and Liquidity                          22

      Risk Management                                          24

Part II - Other Information

   Item 1. Legal Proceedings                                   25

   Item 2. Changes in Securities                               25

   Item 6. Exhibits and Reports on Form 8-K                    26

Signatures                                                     27

Exhibit Index

   Computation of Net Income per Common Share                  28

   Computation of Ratio of Earnings to Fixed Charges           29

Financial Data Schedule           (filed in electronic form only)


For additional information about The Document Company Xerox, 
please visit our World-Wide Web site at www.xerox.com/investor


PART I - FINANCIAL INFORMATION

Item 1                           Xerox Corporation
		      Consolidated Statements of Income (Unaudited)

						    Three months ended
							   March 31,
(In millions, except per-share data)                    1998     1997

Revenues
  Sales                                              $ 2,216  $ 1,976
  Service and rentals                                  1,822    1,788
  Finance income                                         266      253
  Total Revenues                                       4,304    4,017


Costs and Expenses
  Cost of sales                                        1,242    1,118
  Cost of service and rentals                            984      907
  Equipment financing interest                           142      129
  Research and development expenses                      236      258
  Selling, administrative and general 
    expenses                                           1,199    1,174
  Other, net                                              56        3
  Total Costs and Expenses                             3,859    3,589


Income before Income Taxes, Equity Income
  and Minorities' Interests                              445      428

  Income taxes                                           147      150
  Equity in net income of unconsolidated
    affiliates                                            14       22
  Minorities' interests in earnings of
    subsidiaries                                          11       30

Income from Continuing Operations                        301      270

Discontinued Operations                                 (190)       -

Net Income                                            $  111  $   270


Basic Earnings (Loss) per Share
  Continuing Operations                               $ 0.88  $  0.79
  Discontinued Operations                              (0.58)       -
Basic Earnings per Share                              $ 0.30  $  0.79


Diluted Earnings (Loss) per Share
  Continuing Operations                               $ 0.84  $  0.75
  Discontinued Operations                              (0.52)       -
Diluted Earnings per Share                            $ 0.32  $  0.75

See accompanying notes.




				Xerox Corporation
			    Consolidated Balance Sheets

					     March 31,     December 31,
(In millions, except share data in thousands)    1998             1997
Assets                                     (Unaudited)

Cash                                         $     19          $    75
Accounts receivable, net                        2,256            2,145
Finance receivables, net                        4,639            4,599
Inventories                                     3,087            2,792
Deferred taxes and other current assets         1,115            1,155

  Total Current Assets                         11,116           10,766

Finance receivables due after one year, net     7,645            7,754
Land, buildings and equipment, net              2,373            2,377
Investments in affiliates, at equity            1,309            1,332
Goodwill                                        1,385            1,375
Other assets                                    1,160            1,103
Investment in discontinued operations           2,563            3,025

Total Assets                                 $ 27,551         $ 27,732
									

Liabilities and Equity

Short-term debt and current portion of 
  long-term debt                             $  3,725        $   3,707
Accounts payable                                  622              776
Accrued compensation and benefit costs            504              811
Unearned income                                   216              205
Other current liabilities                       2,002            2,193

  Total Current Liabilities                     7,069            7,692

Long-term debt                                  9,663            8,779
Postretirement medical benefits                 1,085            1,079
Deferred taxes and other liabilities            2,306            2,469
Discontinued operations liabilities -                                 
  policyholders' deposits and other             1,456            1,693
Deferred ESOP benefits                           (434)            (434)
Minorities' interests in equity of subsidiaries   127              127
Company-obligated, mandatorily redeemable 
 preferred securities of subsidiary trust 
 holding solely subordinated debentures of
 the Company                                      637              637
Preferred stock                                   705              705
Common shareholders' equity                     4,937            4,985

Total Liabilities and Equity                 $ 27,551        $  27,732

Shares of common stock issued and outstanding      327,793           326,241

See accompanying notes.





			     Xerox Corporation
		 Consolidated Statements of Cash Flows (Unaudited)

Three months ended March 31  (In millions)             1998         1997

Cash Flows from Operating Activities 
Income from Continuing Operations                     $ 301       $  270
Adjustments required to reconcile income to cash
 flows from operating activities:
  Depreciation and amortization                         200          159
  Provisions for doubtful accounts                       45           47
  Provision for postretirement medical
    benefits, net of payments                            11            9
  Minorities' interests in earnings of subsidiaries      11           30
  Undistributed equity in income of affiliated companies (9)         (23)
  Increase in inventories                              (410)        (283)
  (Increase) Decrease in finance receivables            (45)          60
  Increase in accounts receivable                      (125)        (132)
  Decrease in accounts payable and accrued 
    compensation and benefit costs                     (472)        (323)
  Net change in current and deferred income taxes       (16)         (12)
  Other, net                                           (290)        (135)
Total                                                  (799)        (333)

Cash Flows from Investing Activities                                    
  Cost of additions to land, buildings and equipment    (88)         (84)
  Proceeds from sales of land, buildings and equipment    7           15
  Other, net                                              1            -
Total                                                   (80)         (69)

Cash Flows from Financing Activities
  Net change in debt                                    894          (45)
  Dividends on common and preferred stock              (133)        (119)
  Proceeds from sale of common stock                     26           66
  Repurchase of common and preferred stock               (1)        (100)
  Dividends to minority shareholders                     (3)           -
  Net proceeds from issuance of mandatorily
    redeemable preferred securities                       -          637
Total                                                   783          439
Effect of Exchange Rate Changes on Cash                   5           (6)

Cash Provided (Used) by Continuing Operations           (91)          31

Cash Provided (Used) by Discontinued Operations          35         (104)
Decrease in Cash                                        (56)         (73)

Cash at Beginning of Period                              75          104

Cash at End of Period                                $   19       $   31

See accompanying notes.





1.  The unaudited consolidated interim financial statements 
presented herein have been prepared by Xerox Corporation ("the 
Company") in accordance with the accounting policies described in 
its 1997 Annual Report to Shareholders and should be read in 
conjunction with the notes thereto.

Effective 1998, Fuji Xerox changed its reporting period from a 
fiscal year ending December 20 to a fiscal year ending December 
31.  The results of operations during the period between the end 
of the 1997 fiscal year and the beginning of the new fiscal year 
(the stub period) amounted to a loss of $6 million.  The loss was 
debited to retained earnings.

In the opinion of management, all adjustments (consisting only of 
normal recurring adjustments) which are necessary for a fair 
statement of operating results for the interim periods presented 
have been made.

References herein to "we" or "our" refer to Xerox and 
consolidated subsidiaries unless the context specifically 
requires otherwise.


2.  Inventories consist of (in millions):

					 March 31,     December 31,
					     1998             1997

Finished products                       $   1,711         $  1,549
Work in process                               121               97
Raw materials and supplies                    547              406
Equipment on operating leases, net            708              740
    Total                               $   3,087         $  2,792


3.  On April 7, 1998, we announced a worldwide restructuring 
program associated with enhancing our competitive position and 
lowering our overall cost structure.  We will record a second 
quarter provision of approximately $1.0 billion after taxes 
related to severance and other exit costs and the write-down of 
certain assets.  The program will include:

- - Consolidating 56 European customer support centers into one
  facility and implementing a shared services organization which
  will centralize order entry, invoicing, and other back-office
  operations.
- - Streamlining manufacturing, logistics, distribution and service
  operations.  This will include centralizing U.S. parts depots
  and outsourcing storage and distribution.
- - Overhauling our administrative processes and associated
  resources, including closing one of four geographically
  -organized U.S. customer administrative centers. 

The severance costs will result from the elimination of 
approximately 9,000 jobs worldwide through layoffs and voluntary 
reductions.


4.  On March 5, 1998, we announced an agreement to acquire 
XLConnect Solutions, Inc. ("XLConnect"), an information 
technology services company, and its parent Company, Intelligent 
Electronics, Inc. ("Intelligent Electronics") for $415 million in 
cash.  Under the agreement, we will acquire Intelligent 
Electronics, which holds an 80% interest in XLConnect, for $7.60 
per share.  In addition, we will acquire the 20% of XLConnect 
shares publicly held for $20 per share.  The transaction must be 
approved by the stockholders of both Intelligent Electronics and 
XLConnect.  The transaction, which is subject to customary 
closing conditions, including regulatory approval, is expected to 
close in the second quarter of 1998.

5.  Common shareholders' equity consists of (in millions):

					 March 31,     December 31,
					     1998             1997

Common stock                             $    329         $    327
Additional paid-in-capital                  1,351            1,303
Retained earnings                           4,033            4,060
Net unrealized gain (loss) on
  investment securities                        (1)              (1)
Translation adjustments                      (775)            (704)
Total                                    $  4,937         $  4,985

Effective January 1, 1998, we adopted Statement of Financial 
Accounting Standards No. 130, "Reporting Comprehensive Income."  
This Statement requires that companies disclose comprehensive 
income, which includes net income, foreign currency translation 
adjustments, minimum pension liability adjustments, and 
unrealized gains and losses on marketable securities classified 
as available-for-sale.

Comprehensive income for the three months ending March 31, 1998 
and 1997 is as follows (in millions):

				  March 31,        March 31,
					     1998             1997
Net income                               $    111         $    270
Fuji Xerox stub period income(loss)            (6)               8
Translation adjustments                       (71)            (201)
Unrealized appreciation of equity 
  adjustments                                   -                2
Comprehensive Income                     $     34         $     79

6.  Interest expense totaled $156 million and $135 million for 
the three months ended March 31, 1998 and 1997, respectively.  


7.  Summarized operating results of Insurance for the three 
months ending March 31, 1998 and 1997 follow (in millions):

						 March 31,        March 31,
						     1998             1997

Revenues
Insurance premiums earned                           $ 231            $ 424
Investment and other income                            49              111
Total Revenues                                        280              535
Costs and Expenses
Insurance losses and loss expenses                    196              365
Insurance acquisition costs and
 other operating expenses                              95              148
Interest expense                                       26               49
Administrative and general expenses                     4               32
Total Costs and Expenses                              321              594
Realized Capital Gains                                  3                6
Income (Loss) Before Income Taxes                     (38)             (53)
Income Tax Benefits                                    14               21
Income (Loss) From Insurance *                      $ (24)           $ (32)

*  The above operating results exclude the gains and losses related to
   sales of the Insurance subsidiaries and the $190 million after-tax write
   -off taken in the first quarter of 1998.  The loss from Insurance
   operations as set forth above and the sale-related impacts (excluding the
   $190 million after-tax write-off), were charged to reserves established for 
   this purpose and, therefore, did not impact our earnings.

The net assets at March 31, 1998 and December 31, 1997 of the 
Insurance businesses included in our consolidated balance sheets 
as discontinued operations are as follows (in millions):

						    March 31,     December 31,
							1998             1997
Insurance Assets
Investments                                          $ 3,593          $ 4,597
Reinsurance recoverable                                  859            1,459
Premiums and other receivables                           592              592
Deferred taxes and other assets                          926            1,082
Total Insurance assets                               $ 5,970          $ 7,730

Insurance Liabilities
Unpaid losses and loss expenses                      $ 3,597          $ 4,999
Unearned income                                          452              541
Notes payable                                            115              250
Other liabilities                                        954              864
Total Insurance liabilities                          $ 5,118          $ 6,654
Investment in Insurance, net                         $   852          $ 1,076

On March 11, 1998, we announced an agreement to sell Crum & 
Forster Holdings, Inc. (CFI) to Fairfax Financial Holdings 
Limited (Fairfax) of Toronto.  Upon closing, the transaction will 
effectively complete the sale of the Talegen Holdings, Inc. 
insurance properties.

Under terms of the agreement, Fairfax will acquire the stock of 
CFI for total consideration of $680 million, including the 
repayment of $115 million of debt.  We will incur approximately 
$75 million in transaction-related costs.  The transaction, 
expected to close by the third quarter, is subject to customary 
closing conditions and regulatory approval.

Upon completion of this transaction, we will have effectively 
completed our exit from insurance and financial services.  A 
write-off of $190 million, after tax, was taken as of March 31, 
1998.

8.  Litigation 
     
Continuing Operations

On March 10, 1994, a lawsuit was filed in the United States 
District Court for the District of Kansas by two independent 
service organizations (ISOs) in Kansas City and St. Louis and 
their parent company.  Subsequently, a single corporate entity, 
CSU,L.L.C.("CSU") was substituted for the three affiliated  
companies. CSU claims damages predominately resulting from the 
Company's alleged refusal to sell parts for high volume copiers 
and printers to CSU prior to 1994. The Company's policies and 
practices with respect to the sale of parts to ISOs were at issue 
in an antitrust class action in Texas, which was settled by the 
Company during 1994. Claims for individual lost profits of ISOs 
who were not named parties, such as CSU, were not included in 
that class action. In its complaint CSU alleges monetary damages 
in the form of lost profits in excess of $10 million (to be 
trebled) and injunctive relief.  In a report prepared, pursuant 
to Rule 26(a)2)B)of the Federal Rules of Civil Procedure, an 
accountant retained by CSU as an expert indicated that he planned  
to testify at trial that, allegedly as a result of Xerox' 
conduct, CSU will have lost profits of approximately $75 million. 
The Company has asserted counterclaims against CSU alleging 
patent and copyright infringement, misappropriation of Xerox 
trade secrets and conversion. On December 11, 1995, the District 
Court issued a preliminary injunction against CSU for copyright 
infringement.  On April 8, 1997, the District Court granted 
partial summary judgment in favor of the Company on CSU's  
antitrust claims, ruling that the Company's unilateral refusal to 
sell or license its patented parts cannot give rise to antitrust 
liability.  The Court's ruling did not preclude a finding of 
antitrust liability based upon other allegations of exclusionary 
conduct, including the refusal to sell unpatented parts.  The 
District Court also granted summary judgment in favor of the 
Company on its patent infringement claim, leaving open with 
respect to patent infringement only the issues of willfulness and 
the amount of damages, and granted partial summary judgment in 
favor of the Company with respect to some of its claims of 
copyright infringement. On March 30, 1998 the District Court 
appointed a mediator to  mediate counterclaim infringement 
damages.  No mediation date has been set.

On April 11, 1996, an action was commenced by Accuscan Corp. 
(Accuscan), in the United States District Court for the Southern 
District of New York, against the Company seeking unspecified 
damages for infringement of a patent of Accuscan which expired in 
1993.  The original suit was directed to facsimile products and 
sought damages for sales between 1990 and 1993.  In late January 
1998, Accuscan provided to the Company its expert report on the 
issue of damages seeking $225,000,000 for infringement not only 
of facsimile machines but other Company hardware.  The Company's 
expert report states that it is believed that the appropriate 
amount of damages, if liability should be established, is 
$150,000.  The Company (i) denies any liability to plaintiff, 
(ii) denies that the patent in suit is valid or infringed, and 
(iii) asserts that the damage calculations used by plaintiff are 
inconsistent with the facts in numerous respects. The Company 
intends to vigorously defend the action. On April 1, 1998, the 
jury entered a  verdict in favor of Accuscan against the Company  
for infringement of a patent which expired in 1993. The verdict 
in favor of Accuscan was for $40,000,000.  The Company believes 
that the verdict should be set aside and will make appropriate 
motions to the Court regarding the verdict and will vigorously 
pursue any appeal required.

9. Subsequent Event

In April, we issued convertible subordinated debentures for net 
proceeds of $575 million.  The proceeds were used to reduce 
commercial paper.  The amount due upon maturity in April 2018 is 
$1,012 million, resulting in an effective interest rate of 3.625% 
per annum, including 1.003% payable in cash semiannually, 
beginning in October 1998.  These debentures are convertible at 
any time at the option of the holder into 3.904 shares of our 
stock per $1,000 principal amount at maturity of debentures.



Item 2                   Xerox Corporation
	     Management's Discussion and Analysis of
	   Results of Operations and Financial Condition

 Document Processing

Summary

Income from continuing operations increased 12 percent to $301 
million in the 1998 first quarter from $270 million in the 1997 
first quarter. Including a previously announced after-tax charge 
of $190 million in connection with the final exit of the Company's 
discontinued financial services operations, income was $111 
million in the quarter.

Revenues of $4.3 billion in the quarter represented 10 percent 
growth on a pre-currency basis, the second consecutive quarter of 
double-digit revenue growth.  After the adverse effect of 
currency, revenue growth was 7 percent.  The pre-currency revenue 
growth was driven by 17 percent growth in equipment sales 
(excluding OEM sales).

Diluted earnings per share from continuing operations increased 12 
percent to $0.84 in the first quarter.

Pre-Currency Growth

To understand the trends in the business, we believe that it is 
helpful to adjust revenue and expense growth (except for ratios) 
to exclude the impact of changes in the translation of foreign 
currencies into U.S. dollars.  We refer to this adjusted growth as 
"pre-currency growth."

A substantial portion of our consolidated revenues is derived from 
operations outside of the United States where the U.S. dollar is 
not the functional currency, primarily in Europe. When compared 
with the average of the major European currencies on a revenue 
weighted basis, the U.S. dollar was approximately 6 percent 
stronger in the 1998 first quarter than in the 1997 first quarter;  
only the pound sterling was stronger. As a result, currency 
translation had an unfavorable impact of over 2 percentage points 
on total revenues in the 1998 first quarter.

Revenues denominated in currencies where the local currency is the 
functional currency are not hedged for purposes of translation 
into U.S. dollars.


Revenues

For the major product categories, the pre-currency revenue growth 
rates were as follows:

				     1997                1998_
			    Q1   Q2   Q3   Q4   FY        Q1

Total Revenues              5%   6%   9%   10%   7%       10%

Digital Products           18   24   26    31   25        35
Light Lens Copiers         (2)  (3)   1    (2)  (2)       (4)

Digital product revenue growth accelerated to 35 percent in the 
1998 first quarter, reaching 39 percent of total revenues compared 
with 32 percent of total revenues in the 1997 first quarter. 
Orders and installations of the black and white Document Centre 
digital copiers introduced in April 1997 represented 15 percentage 
points of the year-over-year digital revenue growth. Color copying 
and printing grew 43 percent in the 1998 first quarter, with 
continued excellent growth in the DocuColor 40 and Empress 5750 6 
page-per-minute office color copier.  Production publishing grew 
16 percent in the 1998 first quarter and computer printing grew 5 
percent.

Black-and-white light lens copier revenues declined 4 percent in 
the 1998 first quarter due to customer transition to the Company's 
new digital products and continued pricing pressures.  These 
revenues were 46 percent of total revenues in the 1998 first 
quarter compared with 53 percent of total revenues in the 1997 
first quarter.

Geographically, the pre-currency revenue growth rates were as 
follows:

				     1997                1998_
			    Q1   Q2   Q3   Q4   FY        Q1

Total Revenues              5%   6%   9%   10%  7%        10%

United States               6    3    7    11   7          7
Xerox Limited               3    6   11    10   7         13
Other Areas                 3   11   11     7   8         11

Memo:  Fuji Xerox          10    3    3    (2)  3          1

First quarter U.S. revenue growth was driven by excellent digital 
equipment sales and document outsourcing.


Xerox Limited (formerly Rank Xerox and now fully owned by Xerox) 
and related companies manufacture and market Xerox products 
principally in Europe. Xerox Limited growth was driven by 
excellent digital equipment sales and document outsourcing growth 
and strong growth in supplies.  Holland had excellent revenue 
growth in the first quarter, Italy and Spain had strong growth and 
the U.K. and France had good growth, but revenue in Germany 
declined modestly.

Other Areas include operations principally in Latin America, 
Canada and China. Growth in Other Areas was driven by strong 
equipment sales and excellent document outsourcing growth.  
Revenue growth in Brazil was strong in the first quarter with 
excellent equipment sales of low volume products to smaller 
customers.  Mexico and a number of the smaller Latin American 
affiliates, including Argentina and Chile, had strong growth in 
the first quarter while revenue in Canada grew modestly.

Fuji Xerox Co., Ltd., an unconsolidated entity, jointly owned by 
Xerox Limited and Fuji Photo Film Company Limited, develops, 
manufactures and distributes document processing products in 
Japan, Australia, New Zealand, and other areas of the Pacific Rim. 
The 1998 first quarter reflects modest revenue growth in Japan 
while revenue declined in Fuji Xerox' other Asian territories due 
to difficult economic conditions.

The pre-currency growth rates by type of revenue were as follows:

				      1997                1998_
			     Q1   Q2   Q3   Q4   FY        Q1

Total Revenues               5%   6%   9%   10%   7%       10%

Sales                        5    6   12    13   10        15
  Equipment (Excluding OEM) 10   11   21    16   15        17
  Supplies                   1    2    2     5    2         8
  Paper                     (9)  (1)   8     9    2        15

Service/Rentals/
 Outsourcing/Other           4    5    6     6    5         4
  Service                   (2)   1    2     1    1         3
  Rentals                  (11)  (8) (10)   (7)  (9)       (9)
  Document Outsourcing *    41   36   31    33   35        24

Finance Income               2    5    -     3    2         8

Memo: Revenues Excluding
       Equipment Sales       2    3    5     5    4         6

* Excludes equipment in outsourcing contracts that are accounted 
for as sales.

Equipment sales in the 1998 first quarter grew 17 percent and 
represented the sixth consecutive quarter of double-digit growth, 
reflecting excellent growth in digital product sales. 
Approximately 39 percent of 1998 first quarter equipment sales was 
due to products introduced in 1997, including the company's new 
line of black-and-white digital copiers, the 5750 Empress color 
copier/printer, the DocuPrint N32 black and white laser printer, 
and the DocuTech 6180. 

Supplies sales growth accelerated in the first quarter of 1998 due 
to excellent indirect channel sales and good competitive supplies 
growth.

Paper sales: Our strategy is to charge a spread over mill 
wholesale prices to cover our costs and value added as a 
distributor. Strong revenue growth in the 1998 first quarter 
primarily reflects volume increases in part due to expanding 
distribution channels.

Combined service, rental, document outsourcing and other revenues 
grew 4 percent in the 1998 first quarter. Service revenues grew 3 
percent as the impact of higher machine populations resulting from 
higher equipment sales was partially offset by competitive price 
pressures. Rental revenues continued to decline, due primarily to 
customers' preference for purchase or document outsourcing rather 
than rental.

Document Outsourcing revenues are split between Equipment Sales 
and Document Outsourcing. Where document outsourcing contracts 
include revenue accounted for as equipment sales, this revenue is 
included as Equipment Sales on the income statement.  All other 
document outsourcing revenue, including service, equipment rental, 
supplies, paper, and labor, are included in 
Service/Rentals/Outsourcing/Other on the income statement.  This 
has the effect of diverting some revenues from supplies, paper, 
service and rental.  The excellent Document Outsourcing growth 
reflects the trend of customers focusing on their core businesses 
and outsourcing their document processing requirements to Xerox.  
Document Outsourcing revenue growth slowed somewhat in the 1998 
first quarter compared with our expectations for the full year.

Finance income: Our strategy for financing equipment sales in the 
industrialized economies is to charge a spread over our cost of 
borrowing and to lock in that spread by match funding the finance 
receivables with borrowings of similar maturities. Good growth in 
the financing of equipment sales in the U.S., Europe, and Latin 
America has been partially offset by lower average interest rates.



Gross Profit and Expenses

The gross margins by revenue stream were as follows:

				       1997                 1998_
			    Q1    Q2    Q3    Q4    FY       Q1

Total Gross Margin        46.4% 47.8% 46.5% 47.0% 46.9%    45.0%

Sales                     43.5  46.1  45.8  47.8  46.1     43.9
Service/Rent/DocOut       49.2  49.8  47.4  45.4  47.9     46.0
Financing                 48.9  49.2  47.3  48.0  48.4     46.5

The total gross margin declined by 1.4 percentage points in the 
1998 first quarter from the 1997 first quarter due to business 
mix, including the increasing proportion of lower margin indirect 
channels and Document Outsourcing business, continued competitive 
price pressures and adverse currency, partially offset by 
productivity.

The sales gross margin improved by 0.4 percentage points from the 
1997 first quarter due to equipment product mix and manufacturing 
productivity, partially offset by competitive pricing pressures, 
adverse currency, and an increasing proportion of lower margin 
indirect channels business. 

The service, rentals and document outsourcing gross margin 
declined by 3.2 percentage points from the 1997 first  quarter due 
primarily to the higher growth in lower margin document 
outsourcing revenue, a spike in some service costs, continued 
pricing pressures and adverse currency, partially offset by 
productivity.  The lower document outsourcing gross margin 
compared with the combined service, rentals and document 
outsourcing gross margin reflects the impact of the labor content 
in the document outsourcing business.  The financing gross margin 
declined by 2.4 percentage points as the interest rate spreads 
have narrowed consistent with the current lower interest rate 
environment.

Research and development (R&D) expense declined 9 percent in the 
1998 first quarter due to product program calendarization. We 
continue to invest in technological development to maintain our 
premier position in the rapidly changing document processing 
market. Xerox R&D is strategically coordinated with that of Fuji 
Xerox which invested $612 million in R&D in the 1997 full year, 
for a combined total of $1.7 billion.  Combined Xerox and Fuji 
Xerox R&D spending was slightly lower compared with the 1997 first 
quarter.  

Selling, administrative and general expenses (SAG) increased 4 
percent in the 1998 first quarter due to sales coverage and 
advertising investments, while general and administrative expenses 
declined.  SAG was 27.9 percent of revenue, 1.3 percentage points 
better than the 1997 first quarter, primarily due to continuing 
productivity initiatives and expense controls.

Worldwide employment increased by 1,000 in the 1998 first quarter 
to 92,400 as a result of the net hiring of 800 employees for the 
company's fast-growing document outsourcing business,  and 300 for 
increased sales coverage, partially offset by attrition in other 
areas.

The $53 million increase in other expenses, net, from the 1997 
first quarter was due to increased non-financing interest expense 
and goodwill amortization associated with our June 1997 
acquisition of The Rank Group's remaining interest in Xerox 
Limited, increased Year 2000 remediation costs, and increased 
currency losses from balance sheet translation due to currency 
devaluation primarily in Mexico.

Income Taxes, Equity in Net Income of Unconsolidated Affiliates 
and Minorities' Interests in the Earnings of Subsidiaries

Income before income taxes increased 4 percent to $445 million in 
the 1998 first quarter from $428 million in the 1997 first 
quarter.

The effective tax rate was 33.0 percent in the 1998 first quarter 
compared with 35.1 percent in the 1997 first quarter due to the 
changing mix of profits from our worldwide operations.  We expect 
the 1998 full year effective tax rate to be in line with the first 
quarter.

Equity in the net income of unconsolidated affiliates is 
principally the Xerox Limited share of Fuji Xerox income. Total 
equity in net income decreased in the 1998 first quarter due to 
lower Fuji Xerox income reflecting difficult economic conditions 
and adverse currency translation.  We expect these factors to 
continue to adversely affect Fuji Xerox' operations for the rest 
of the year.

The Minorities' interests reduction in the 1998 first quarter was 
due primarily to our June 1997 acquisition of the remaining 
interest in Xerox Limited.

In April 1998, the Company announced a worldwide restructuring to 
enhance its competitive position and further align its cost 
structure with the demands of the digital world.  The company will 
take an after-tax charge of approximately $1 billion in the second 
quarter to cover the costs of the program which include the 
elimination of about 9,000 jobs worldwide through voluntary 
reductions and layoffs; the closing and consolidation of 
facilities; and the write-down of certain assets.

When fully implemented, the ongoing pre-tax savings from the 
restructuring initiatives will be approximately $1 billion 
annually. Initially, more than half of the savings will be 
reinvested to implement process and systems changes in order to 
enable the restructuring, and in ongoing efforts to broaden and 
strengthen marketing programs and distribution channels to enhance 
revenue growth.  Paybacks will be spread over three or four years, 
particularly in Europe where the process of implementation is more 
complex.

Sales, administrative and general expenses as a percentage of 
revenue will move from the high 20's to the low 20's over time, 
driven primarily by large reductions in overhead costs.  
Manufacturing and service productivity will also improve. These 
benefits will be somewhat offset by slightly lower gross margins 
overall due to the increasing proportion of business conducted 
through indirect sales channels and outsourcing.

We have announced the reactivation of our $1 billion stock 
repurchase program, which was suspended last year when we acquired 
the remaining financial interest in Rank Xerox, now Xerox Limited.  
Between February 1996 and the program suspension in June 1997, we 
repurchased 8.5 million shares for $422 million.  The level of 
purchases will depend upon market conditions.

In March 1998, the Company announced the $415 million acquisition 
of XLConnect Solutions, Inc., an information technology services 
company, and its parent company, Intelligent Electronics, Inc.  
The transaction, which must be approved by the stockholders of 
both Intelligent Electronics and XLConnect, is expected to close 
during the second quarter.  The earnings impact in 1998 will be 
about neutral, with a positive contribution in 1999 and 
thereafter.

		   Discontinued Operations

The net investment in the discontinued financial services 
businesses which includes Insurance, Other Financial Services and 
Third Party Financing and Real Estate totaled $1,107 million at 
March 31, 1998 compared with $1,332 million at December 31, 1997.  
The decrease primarily reflects the sale of Westchester Specialty 
Group, Inc. (WSG) and a reserve increase recorded in the first 
quarter, somewhat offset by scheduled funding of reinsurance 
coverage to the present and former Talegen Holdings, Inc. 
(Talegen) companies and The Resolution Group, Inc. (TRG) by Ridge 
Reinsurance Limited (Ridge Re) and interest for the period on the 
assigned debt.  A discussion of the discontinued businesses 
follows.

Insurance

In 1995, we recorded a $1,546 million after-tax charge in 
connection with agreements to sell all of our "Remaining" 
insurance companies, which included Coregis Group, Inc. (Coregis), 
Crum & Forster Holdings, Inc. (CFI), Industrial Indemnity 
Holdings, Inc. (II), WSG, TRG and three insurance-related service 
companies.

On September 11, 1996, those transactions were terminated.  No 
additional charges were considered necessary as a result of the 
termination.  In September 1996, the Board of Directors of Xerox 
formally approved a plan of disposal under which we retained 
investment bankers to assist us in the simultaneous disposition of 
each of the Remaining insurance and service companies.

Significant progress was made during 1997 and the first quarter of 
1998 in the disposition of these companies. Specifically:

- -  In the first quarter of 1997, we sold certain assets of Apprise 
Corp., one of Talegen's insurance related service companies.  The 
financial terms of this transaction were not material.

- -  In the second quarter of 1997, we completed the sale of Coregis 
for $375 million in cash and the assumption of $75 million in 
debt.

- -  In the third quarter of 1997, we completed the sale of II for 
$365 million in cash and the assumption of $79 million in debt.

- -  In the fourth quarter of 1997, we completed the sale of TRG for 
$150 million in cash and a $462 million performance-based 
instrument to an investor group.  Ultimate recovery of the value 
of this instrument will be dependent on TRG's future cash flows 
available for dividends.

- -  In the first quarter of 1998, we completed the sale of WSG for 
$338 million in cash, less approximately $70 million in 
transaction-related costs.

- -  On March 11, 1998, we announced an agreement to sell CFI to 
Fairfax Financial Holdings Limited of Toronto for $680 million, 
including the repayment of $115 million in debt.  We will incur 
approximately $75 million in transaction-related costs.  The 
transaction is subject to customary closing conditions and 
regulatory approvals and is expected to close by the third quarter 
of 1998.

Upon completion of the CFI transaction, we will have effectively 
completed our exit from insurance and financial services.  A 
write-off of $190 million after-tax was recorded in the first 
quarter of 1998.

Xerox Financial Services, Inc. (XFSI) continues to provide 
aggregate excess of loss reinsurance coverage to the current and 
former Talegen and TRG units through Ridge Re, a wholly owned 
subsidiary.  As of April 1998, XFSI is obligated to pay four 
remaining annual premium installments of $45 million, plus finance 
charges for coverage totaling $1,109 million (which is net of 15 
percent coinsurance).  At March 31, 1998, Ridge Re had recognized 
approximately $648 million of the available coverage.

The net investment in Insurance at March 31, 1998 totaled $852 
million compared with a balance of $1,076 million at December 31, 
1997.  The decrease primarily reflects the sale of WSG and the 
reserve increase recorded in the first quarter of 1998, somewhat 
offset by contractual payments to Ridge Re for annual premium 
installments and associated finance charges and interest on the 
assigned insurance debt.

Property and Casualty Operating Trends

The industry's profitability can be significantly affected by 
cyclical competitive conditions, judicial decisions affecting 
insurers' liabilities and volatile and unpredictable developments, 
including changes in the propensity of courts to grant large 
awards, fluctuations in interest rates, inflationary pressures 
that may tend to affect the size of losses and changes in the 
investment environment that affect market prices of insurance 
companies' investments.  CFI's operating results have historically 
been influenced by these industry trends, as well as by its 
exposure to uncollectible reinsurance, which had been greater than 
most other insurers.

Other Financial Services

The net investment in Other Financial Services at March 31, 1998 
was $127 million compared with $125 million at December 31, 1997.

On June 1, 1995, XFSI completed the sale of Xerox Financial 
Services Life Insurance Company and related companies (Xerox 
Life).  In connection with the transaction, OakRe Life Insurance 
Company (OakRe), a wholly-owned XFSI subsidiary, has assumed 
responsibility, via Coinsurance Agreements, for existing Single 
Premium Deferred Annuity (SPDA) policies issued by Xerox Life.  
The Coinsurance Agreements include a provision for the assumption 
(at their election) by the purchaser's companies, of all of the 
SPDA policies at the end of their current rate reset periods.  A 
Novation Agreement with an affiliate of the new owner provides for 
the assumption of the liability under the Coinsurance Agreements 
for any SPDA policies not so assumed.  Other policies (of 
Immediate, Whole Life, and Variable annuities as well as a minor 
amount of SPDAs) were sold and are now the responsibility of the 
purchaser's companies. 

As a result of the Coinsurance Agreements, at March 31, 1998, 
OakRe retained approximately $1.3 billion of investment portfolio 
assets (transferred from Xerox Life) and liabilities related to 
the reinsured SPDA policies.  Interest rates on these policies are 
fixed and were established upon issuance of the respective 
policies.  Substantially all of these policies will reach their 
rate reset periods through the year 2000 and will be assumed under 
the Agreements as described above.  Xerox Life's portfolio was 
designed to recognize that policy renewals extended liability 
"maturities," thereby permitting investments with average duration 
somewhat beyond the rate reset periods.  OakRe's practice is to 
selectively improve this match over time as market conditions 
allow.

In connection with the aforementioned sale, XFSI established a 
$500 million letter of credit and line of credit with a group of 
banks to support OakRe's coinsurance obligations.  The term of 
this letter of credit is five years and it is unused and available 
at March 31, 1998.  Upon a drawing under the letter of credit, 
XFSI has the option to cover the drawing in cash or to draw upon 
the credit line.

Third Party Financing and Real Estate

Third Party Financing and Real Estate assets at March 31, 1998 
totaled $297 million, a $1 million reduction from the December 31, 
1997 level.

Capital Resources and Liquidity

Total debt, including ESOP and discontinued operations debt not 
shown separately in our consolidated balance sheets, was $13,672 
million at March 31, 1998 or $769 million more than at December 
31, 1997.  The changes in consolidated indebtedness since year-end 
and versus the first three months of 1997 are summarized as 
follows (in millions):

					1998           1997
Total Debt as of January 1           $12,903        $12,448
Non-Financing Businesses:
Document Processing operations         1,017            635     
Discontinued Businesses                 (               161)           126
Total Non-Financing                         856            761
Financing Businesses                        (99)          (353)
Total Operations                         757            408
Shareholder dividends                       136            119
Mandatorily redeemable preferred stock     -           (637)
Currency translation, equity
   issuance and other changes           (124)           (45)
Total Debt as of March 31            $13,672        $12,293


For analytical purposes, total equity includes common equity, ESOP 
preferred stock, mandatorily redeemable preferred securities and 
minorities' interests.  The following table summarizes the changes 
in total equity during the first three months of 1998 and 1997 (in 
millions):

					   1998                     1997
Total equity as of January 1             $6,454          $5,931
Income from Continuing Operations           301             270
Loss from Discontinued Operations                         (190)              -
Shareholder dividends paid                 (136)           (119)
Exercise of stock options                    26              66
Repurchase of common and preferred stock     (1)           (100)
Mandatorily redeemable preferred stock          -             637       
All other, net                              (48)           (200)
Balance as of March 31                   $6,406          $6,485

Non-Financing Operations

Operational cash flows are highly seasonal. Due primarily to the 
timing of incentive compensation payments and inventory build up, 
our operations tend to use cash in the first quarter and generate 
cash later in the year.

The following table summarizes Document Processing non-financing 
operations cash generation and borrowing for the three months 
ended March 31, 1998 and 1997 (in millions):

				     Cash Generated/(Borrowed)
				 March 31,             March 31,
				     1998                  1997
Document Processing
Non-Financing:
Income                             $   239                  $219
Depreciation and amortization        200                   159
Capital investment, net             (112)                  (76)
Increase in inventories              (378)                 (276)
Decrease in payables and accrued
compensation                        (577)                 (323)
All other, net                      (389)                 (338)
Total                            $(1,017)                $(635)

Three-month cash usage of $1,017 million was $382 million more 
than in the first three months of 1997 as higher net income and 
non-cash charges were more than offset by faster inventory growth 
to support customer demand, and lower compensation accruals due to 
settlement of three-year bonus plan obligations, and 1998 
compensation plan changes.


Financing Businesses

Financing businesses debt was reduced by $99 million and $353 
million during the first three months of 1998 and 1997, 
respectively.  This smaller decline in 1998 reflects growth in 
equipment sales partially offset by currency translation effects 
related to the strength of the U.S. dollar compared with the major 
European currencies during the first three months of 1997.

			 Risk Management

We have entered into certain financial instruments to manage 
interest rate and foreign currency exposures.  These instruments 
are held solely for hedging purposes and include interest rate 
swap agreements, forward exchange contracts and foreign currency 
swap agreements.  We do not enter into derivative instrument 
transactions for trading purposes and employ long-standing 
policies prescribing that derivative instruments are only to be 
used to achieve a set of very limited objectives.

Currency derivatives are primarily arranged in conjunction with 
underlying transactions that give rise to foreign currency-
denominated payables and receivables; for example, an option to 
buy foreign currency to settle the importation of goods from 
suppliers, or a forward exchange contract to fix the U.S. dollar 
value of a foreign currency-denominated loan.  In addition, when 
cost-effective, currency derivatives may be used to hedge balance 
sheet exposures.

Revenues denominated in currencies where the local currency is the 
functional currency are not hedged.

With regard to interest rate hedging, virtually all customer 
financing assets earn fixed rates of interest and, therefore, we 
"lock in" an interest rate spread by arranging fixed-rate 
liabilities with similar maturities as the underlying assets.  
Additionally, customer financing assets in one currency are 
consistently funded with liabilities in the same currency.  We 
refer to the effect of these conservative practices as "match 
funding" customer financing assets. This practice effectively 
eliminates the risk of a major decline in interest margins 
resulting from adverse changes in the interest rate environment.  
Conversely, this practice effectively eliminates the opportunity 
to materially increase margins when interest rates are declining.

More specifically, pay fixed-rate and receive variable-rate swaps 
are typically used in place of more expensive fixed-rate debt.  
Pay variable-rate and receive variable-rate swaps are used to 
transform variable-rate medium-term debt into commercial paper or 
LIBOR obligations.  Additionally, pay variable-rate and receive 
fixed-rate swaps are used from time to time to transform longer-
term fixed-rate debt into commercial paper or LIBOR obligations. 
The transactions performed within each of these three categories 
enable cost-effective management of interest rate exposures.  The 
potential risk attendant to this strategy is the non-performance 
of a swap counterparty.  We address this risk by arranging swaps 
exclusively with a diverse group of strong-credit counterparties, 
regularly monitoring their credit ratings, and determining the 
replacement cost, if any, of existing transactions.

Our currency and interest rate hedging is typically unaffected by 
changes in market conditions as forward contracts, options and 
swaps are normally held to maturity consistent with our objective 
to lock in currency rates and interest rate spreads on the 
underlying transactions.



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

The information set forth under Note 8 contained in the "Notes to 
Consolidated Financial Statements" on pages 11-12 of this 
Quarterly Report on Form 10-Q is incorporated by reference in 
answer to this item.


Item 2.  Changes in Securities

During the quarter ended March 31, 1998, Registrant issued the 
following securities in transactions which were not registered 
under the Securities Act of 1933, as amended (the Act):

(a)  Securities Sold:  on January 1, 1998, Registrant issued
     1,568 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: B.R.
     Inman, A.A.Johnson, V.E. Jordan, Jr., Y. Kobayashi,
     H. Kopper, R.S. Larsen, J.D. Macomber, G.J. Mitchell,
     N.J. Nicholas, Jr., J.E. Pepper, P. F. Russo, M.R. Seger and
	T.C.Theobald.

(c)  The shares were issued at a deemed purchase price of $73.875
     per share (aggregate price $120,250), 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.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit 3(a)(1) Restated Certificate of Incorporation of
     Registrant filed by the Department of State of the State of
     New York on October 29, 1996.  Incorporated by reference to
     Exhibit 3(a)(1) to Registrant's Quarterly Report on Form
     10-Q for the Quarter Ended September 30, 1996.

     Exhibit 3 (b) By-Laws of Registrant, as amended through
     February 2, 1998.  Incorporated by reference to Exhibit 3 (b)
     to Registrant's Annual Report on Form 10-K for the fiscal
     year ended December 31, 1997.

     Exhibit 11  Computation of Net Income per Common Share.

     Exhibit 12  Computation of Ratio of Earnings to Fixed
     Charges.

     Exhibit 27  Financial Data Schedule (in electronic form
     only).


(b)  Current reports on Form 8-K dated January 16, 1998, March 5, 
1998 and March 11, 1998 reporting Item 5 "Other Events" was filed 
during the quarter for which this Quarterly Report is filed.




			   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned thereunto duly authorized.





					 XEROX CORPORATION
					   (Registrant)




				   _____________________________
Date: May 13, 1998                     By  Philip D. Fishbach      
				   Vice President and Controller
				  (Principal Accounting Officer)

 



Exhibit 11                                                      
							 
			       Xerox Corporation                      

		  Computation of Net Income Per Common Share
      (Dollars in millions, except per-share data; shares in thousands)

							  Three months ended
								 March 31,  
							      1998     1997

I. Basic Net Income Per
     Common Share

   Income from continuing operations                      $    301 $    270
   Accrued dividends on ESOP preferred stock, net              (11)     (11)
   Adjusted income from continuing operations                  290      259
   Discontinued operations                                    (190)       -
   Adjusted net income                                    $    100 $    259

   Average common shares outstanding 
     during the period                                     326,870  323,857
   Common shares issuable with respect 
     to exchangeable shares                                  1,694    1,914
   Adjusted average shares outstanding 
     for the period                                        328,564  325,771

   Basic earnings per share:
     Continuing operations                                $   0.88 $   0.79
     Discontinued operations                                 (0.58)       -
   Basic earnings per share                               $   0.30 $   0.79


II. Diluted Net Income Per 
    Common Share

   Income from continuing operations                      $    301 $    270
   ESOP expense adjustment, net of tax                           1       (1)
   Interest on convertible debt, net of tax                      1        1
   Adjusted income from continuing operations                  303      270
   Discontinued operations                                    (190)       -
   Adjusted net income                                    $    113 $    270

   Average common shares outstanding  
     during the period                                     326,870  323,857
   Stock options, incentive and 
     exchangeable shares                                     6,029    7,657
   Convertible debt                                          2,644    2,644
   ESOP preferred stock                                     26,989   27,575
   Adjusted average shares outstanding
     for the period                                        362,532  361,733

   Diluted earnings per share:
     Continuing operations                                $   0.84 $   0.75
     Discontinued operations                                 (0.52)       -
   Diluted earnings per share                             $   0.32 $   0.75




Exhibit 12
			       Xerox Corporation
		  Computation of Ratio of Earnings to Fixed Charges

		      Three months ended             Year ended
			   March 31,                December 31,
(In millions)            1998    1997    1997   1996    1995    1994    1993*  

Fixed charges:
  Interest expense     $  156  $  135  $  617  $  592  $  603  $  520  $  540 
  Rental expense           28      34     140     140     142     170     180
Total fixed charges
  before capitalized
  interest and preferred
  stock dividends of
  subsidiaries            184     169     757     732     745     690     720
Preferred stock dividends
  of subsidiaries          14       6      50       -       -       -       -
Capitalized interest        -       -       -       -       -       2       5
   Total fixed charges $  198  $  175  $  807  $  732  $  745  $  692  $  725 

Earnings available for
  fixed charges:
  Earnings**           $  459  $  450  $2,268  $2,067  $1,980  $1,602  $ (193) 
  Less undistributed
    income in minority
    owned companies        (9)    (23)    (84)    (84)    (90)    (54)   (51)   
  Add fixed charges before
    capitalized interest
    and preferred stock
    dividends of 
    subsidiaries          184     169     757     732     745     690     720
  Total earnings 
    available for
    fixed charges      $  634  $  596  $2,941  $2,715  $2,635  $2,238  $  476 

Ratio of earnings to
   fixed charges (1)(2)  3.20    3.41    3.64    3.71    3.54    3.23    0.66

(1) The ratio of earnings to fixed charges has been computed based on the 
    Company's continuing operations by dividing total earnings available for 
    fixed charges, excluding capitalized interest and preferred stock
    dividends of subsidiaries, by total fixed charges.  Fixed charges consist
    of interest, including capitalized interest and preferred stock dividends
    of subsidiaries, and one-third of rent expense as representative of the
    interest portion of rentals.  Debt has been assigned to discontinued
    operations based on historical levels assigned to the businesses when
    they were continuing operations, adjusted for subsequent paydowns.
    Discontinued operations consist of the Company's Insurance, Other
    Financial Services, and Third Party Financing and Real Estate businesses.

(2) The Company's ratio of earnings to fixed charges includes the effect of 
    the Company's finance subsidiaries, which primarily finance Xerox 
    equipment.  Financing businesses are more highly leveraged and,
    therefore, tend to operate at lower earnings to fixed charges ratio 
    levels than do non-financial businesses.

*   1993 earnings were inadequate to cover fixed charges.  The coverage 
    deficiency was $249 million.

**  Sum of "Income before Income Taxes, Equity Income and Minorities' 
    Interests" and "Equity in Net Income of Unconsolidated Affiliates."


 
  
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM XEROX CORPORATION'S MARCH 31, 1998 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 3-MOS DEC-31-1998 MAR-31-1998 19 0 14,992 452 3,087 11,116 5,214 2,841 27,551 7,069 13,557 637 705 329 4,608 27,551 2,216 4,304 1,242 2,368 1,491 45 156 445 147 301 (190) 0 0 111 0.30 0.32