FORM 10-Q/A
                           Amendment No. 1

                   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: June 30, 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)


              This document consists of 4 pages.

PART I - FINANCIAL INFORMATION
Item 1 

                      Xerox Corporation
            Notes to Consolidated Financial Statements

 8.  Summarized operating results of Insurance follow (in 
millions):
 
                                         Three months ended   Six months ended
                                               June 30,            June 30,
                                            1998     1997       1998     1997
 
 Revenues
 Insurance premiums earned                $  224   $  381     $  455   $  805
 Investment and other income                  51      112        100      223
     Total Revenues                          275      493        555    1,028
 Costs and Expenses
 Insurance losses and loss expenses          195      556        391      921
 Insurance acquisition costs and
   other operating expenses                   88      129        183      277
 Interest expense                             27       49         53       98
 Administrative and general expenses           4       (2)         8       30
     Total Costs and Expenses                314      732        635    1,326
 Realized Capital Gains                        2        1          5        7
 Income (Loss) Before Income Taxes           (37)    (238)       (75)    (291)
 Income Tax Benefits                          27       85         41      106
 Income (Loss) From Insurance *           $  (10)  $ (153)    $  (34)  $ (185)
 
 *  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 June 30, 1998 and December 31, 1997 of the 
Insurance businesses included in our consolidated balance sheets 
as discontinued operations are as follows (in millions):
 
                                                     June 30,     December 31,
                                                         1998             1997
 Insurance Assets
 Investments                                          $ 3,520          $ 4,597
 Reinsurance recoverable                                  847            1,459
 Premiums and other receivables                           562              592
 Deferred taxes and other assets                          896            1,082
 Total Insurance assets                               $ 5,825          $ 7,730
 
 Insurance Liabilities
 Unpaid losses and loss expenses                      $ 3,578          $ 4,999
 Unearned income                                          421              541
 Notes payable                                            115              250
 Other liabilities                                        837              864
 Total Insurance liabilities                          $ 4,951          $ 6,654
 Investment in Insurance, net                         $   874          $ 1,076
 
 
 
                                2

 On August 13, 1998, we closed on the previously announced sale of 
Crum & Forster Holdings, Inc. (CFI) to Fairfax Financial Holdings 
Limited of Toronto for $680 million, including the repayment of 
$115 million in debt.  We incurred approximately $75 million in 
transaction-related costs.
 
 With the completion of the CFI transaction, we 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.
 











































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                           SIGNATURES


Pursuant to the requirements 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)



                                      /s/ George R. Roth
                                   _____________________________
Date: August 14, 1998                 By  George R. Roth
                                          Assistant Treasurer


































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