SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549


                          FORM 8-K

                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934


        Date of Report (date of earliest event reported):
                       May 20, 1998



                     XEROX CORPORATION
   (Exact name of registrant as specified in its charter)



 New York              1-4471                16-0468020
 (State or other       (Commission File      (IRS Employer
 jurisdiction of       Number)               Identification
 incorporation)                              No.)


                   800 Long Ridge Road
                     P. O. Box 1600
            Stamford, Connecticut  06904-1600
    (Address of principal executive offices)(Zip Code)


    Registrant's telephone number, including area code:
                      (203) 968-3000


             This document consists of 2 pages.

   



Item 5.   Other Events

On May 20, 1998, Registrant completed the previously announced 
$415 million acquisition of XLConnect, Inc., a leading information 
technology services company, and its parent company, Intelligent 
Electronics, Inc.  The organization will operate as a wholly-owned 
subsidiary of Registrant under a new name, "Xerox Connect, Inc.", 
and will reside within the Xerox Document Services Group.


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                        SIGNATURES


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


                                     XEROX CORPORATION

                                     By: MARTIN S. WAGNER
                                         Assistant Secretary

Dated: May 21, 1998

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