As filed with the Securities and Exchange Commission on December 21, 1999

                                                  Registration No. 333-
=============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           --------------------------

                               Xerox Corporation
             (Exact name of registrant as specified in its charter)

            New York                                 16-0468020
  (State or other jurisdiction         (I.R.S. Employer Identification No.)
 of incorporation or organization)

     P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut  06904-1600
              (Address of Principal Executive Offices)          (Zip Code)

                Xerox Corporation 1998 Employee Stock Option Plan
                           (Full title of the plan)

                              Martin S. Wagner
                            Assistant Secretary
                              Xerox Corporation
                                P.O. Box 1600
                         Stamford, Connecticut 06904
                   (Name and address of agent for service)

                               (203) 968-3000
        (Telephone number, including area code, of agent for service)
                               ---------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================
                                 Proposed      Proposed
Title of                         maximum       maximum
securities                       offering      aggregate      Amount of
to be          Amount to be      price         offering       registration
registered     registered        per share(1)  price(1)       fee
----------------------------------------------------------------------------
<S>            <C>               <C>           <C>            <C>

Common Stock,  25,000,000 shares $21.16        $529,000,000   $139,656
$1 par value
============================================================================
</TABLE>

Notes:

     (1) Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on December 20, 1999
solely for purposes of determining the registration fee pursuant to Rule
457(h)(1) and Rule 457(c) under the Securities Act.

                        STATEMENT PURSUANT TO RULE 429

     The reoffer prospectus included in this Registration Statement is a
combined prospectus which also relates to 6,736,907 shares of Common Stock
previously registered under the Registrant's registration statements on
Form S-8 (file nos. 33-44313, 33-44314 and 333-22313).  A registration fee
of $44,589 was paid upon the filing of the prior registration statements.
This Registration Statement also constitutes Post-Effective Amendment No.
1 with respect to such prior registration statements on Form S-8 (file
nos. 33-44313, 33-44314 and 333-22313).

                                                      Rule 424(b)(3)
                                                      File Nos. 333-     ,
                                                                333-22313,
                                                                 33-44313 and
                                                                 33-44314

PROSPECTUS

                              XEROX CORPORATION

                             800 Long Ridge Road
                        Stamford, Connecticut  06904
                               (203) 968-3000

                      6,752,347 Shares of Common Stock
                          (par value $1.00 par share)
                      ---------------------------------

     This prospectus is part of a registration statement that covers
6,752,347 shares of our common stock.  These common shares may be offered
and sold from time to time by certain of our shareholders (the "selling
shareholders"). These shares were issued or will be issued by us to the
selling shareholders upon exercise of outstanding options, rights and
awards granted under the Xerox Corporation 1976 Executive Long-Term
Incentive Plan and the Xerox Corporation 1991 Long-Term Incentive Plan
(the "LTIPs") and outstanding options granted under the Xerox Corporation
1998 Employee Stock Option Plan (the "Employee Stock Option Plan").
The LTIPS and the Employee Stock Option Plan are collectively referred to
in this prospectus as the "Plans".

     We will not receive any of the proceeds from the sale of the common
shares. We will bear the costs relating to the registration of the common
shares, which we estimate to be $37,720.

     Our common shares are listed for trading on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol XRX. The last
reported sale price of our common shares on the New York Stock Exchange
on December 20, 1999 was $20 13/16 per share.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.


                        ----------------------------



















               The date of this Prospectus is December 21, 1999.

                              TABLE OF CONTENTS
                                                                      Page
                                                                      ----

Where You Can Find More Information...................................  2
Xerox Corporation.....................................................  3
Use of Proceeds.......................................................  3
Plan of Distribution..................................................  3
Selling Shareholders..................................................  4
Legal Matters.........................................................  6
Experts...............................................................  6

     You should rely only on the information contained in or incorporated
by reference in this prospectus. We have not authorized anyone to provide
you with different information. We are not offering these securities in
any state where the offer is not permitted. You should not assume that
the information contained in or incorporated into this prospectus by
reference is accurate at any date other than the date on the cover of
this prospectus.

                 -------------------------------------------

                     WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  You may read and copy any document we file at the
Commission's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois.  Please call the Commission at 1-800-SEC-0330
for forther information on the public reference rooms.  Our Commission
filings are also available to the public at the Commission's web site at
http://www.sec.gov.

     The Commission allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents.  The information incorporated by reference is considered part
of this prospectus, and later information that we file with the Commission
will automatically update and supersede this information.  We incorporate
by reference the documents listed below and any future filings made with
the Commission under Section 13(a), 13(c), 14 (other than the information
required by paragraphs (k) and (l) of Section 229.402 of Regulation S-K)
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:

     We have filed with the Commission Form S-8 Registration Statements
under the the Securities Act of 1933 (the "Securities Act") with respect
to the common shares covered by this prospectus.  For further information
about Xerox and the common shares covered by this prospectus, you may read
and copy the registration statements and the documents filed as exhibits
to copy the registration statements.

     (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;

     (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;


                                      2

     (c) Current Reports on Form 8-K dated December 18, 1998 (filed January
29, 1999), January 25, 1999, March 26, 1999, May 13, 1999, June 24, 1999,
September 22, 1999, December 9, 1999 and December 10, 1999;

     (d) Description of our Shareholders Rights Plan (the "Rights Plan")
contained in Form Form 8-A filed with the Commission on April 7, 1997, as
amended by Amendment No. 1 thereto filed with the Commission on January 26,
1999; and description of the Rights Agreement dated as of April 7, 1997
between us and The First National Bank of Chicago, as Rights Agent (the
"Rights Agreement"), with respect to the Rights Plan, which is filed as
Exhibit 4.10 to our Current Report on Form 8-K dated April 7, 1997.  The
Rights Plan and the Rights Agreement relate to the rights to purchase the
Company's Series A Cumulative Preferred Stock (the "Preferred Stock
Purchase Rights"); and

     (e) Description of our Common Stock contained in Amendment No. 4 on
Form 8-A filed with the Commission on January 26, 1999, relating to our
Common Stock.

     You may request a copy of these filings at no cost, by writing to or
telephoning our transfer agent at the following address: The First
National Bank of Boston, P.O. Box 9155, Boston, Massachusetts 02205,
telephone: 1-800-828-6396.

     You should rely only on the information contained in or incorporated
by reference in this prospectus. We have not authorized anyone to provide
you with different information. We are not offering these securities in
any state where the offer is not permitted. You should not assume that
the information contained in or incorporated into this prospectus by
reference is accurate at any date other than the date on the cover of
this prospectus.

                              XEROX CORPORATION

     We are a New York corporation with our principal executive offices
located at 800 Long Ridge Road, Stamford, Connecticut 06904, telephone
(203) 968-3000.

                               USE OF PROCEEDS

     All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common
shares by the selling shareholders.

                             PLAN OF DISTRIBUTION

     All of the common shares offered by the selling shareholders were
issued or will be issued by us upon exercise of outstanding options,
rights and awards granted under the Plans.  We have registered or are
registering all of the common shares covered by this prospectus for the
selling shareholders. As used in this prospectus, "selling shareholders"
includes the permitted beneficiaries, transferees, assignees, donees or
others who may later hold the selling shareholders' interests. We have
paid and will pay the costs and fees of registering the common shares,
but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.



                                      3

     The selling shareholders may from time to time sell the common
shares in the in one or more transactions on one or more national
securities exchanges, including the New York Stock Exchange and the Chicago
Stock Exchange, in the over-the-counter market, or otherwise at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices. In addition, the selling
shareholders may sell some or all of their common shares through:

 . a block trade in which a broker-dealer will attempt to sell the common
shares agent but may position and resell a portion of the block, as
principal, in order to facilitate the transaction;

 . purchases by a broker-dealer, as principal, and resale by the broker-
dealer for its account;

 . ordinary brokerage transactions and transactions in which a broker
solicits purchasers; or

 . in privately negotiated transactions.

     The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers
engaged by the selling shareholders may allow other broker-dealers to
participate in resales. However, the selling shareholders and any broker-
dealers involved in the sale or resale of the common shares may qualify
as "underwriters" within the meaning of the Section 2(a)(11) of the
Securities Act. In addition, the broker-dealers' commissions, discounts
or concession may qualify as underwriters' compensation under the
Securities Act. If the selling shareholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.

In addition to selling their common shares under this prospectus,
the selling shareholders may:

 . agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the Securities Act;

 . transfer their common shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or
other transfer; or

 . sell their common shares under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of Rule 144.

                            SELLING SHAREHOLDERS

     The following table sets forth (a) the name of the selling shareholders
and their material relationships with Xerox or its affiliates within the past
three years, (b) the number of common shares beneficially owned by the
selling shareholders as of October 31, 1999, (c) the aggregate number of
common shares which are subject to options, rights and awards granted under
the Plans, (d) the aggregate number of common shares which the selling
shareholders beneficially own as of October 31, 1999 and may acquire in
respect of options, rights and awards granted under the Plans, some or all of
which common shares may be sold pursuant to this prospectus, and (e) the
number of common shares which the selling shareholders are expected to

                                      4

beneficially own after the completion of this offering, assuming they have
sold all of the common shares covered by this prospectus and they have not
acquired or sold any additional common shares.  The selling shareholders do
not own any other securities of Xerox or one percent or more of the
outstanding common shares after this offering is completed.

<TABLE>
<CAPTION>

(a) Name and        (b) Number       (c) Number of  (d) Number   (e) Number
Material            of Shares        Shares Under   of Shares    of Shares
Relationship        Owned            Options,       Offered      Owned
                                     Rights and     Hereby       After the
                                     Awards                      Offering
-----------------   ------------     -------------  -----------  ------------

<S>                 <C>              <C>            <C>          <C>

Paul A. Allaire,    579,721 [1, 2]   2,549,933      3,126,198     3,456 [1, 2]
Chairman of the
Board and
Chairman of the
Executive
Committee

William F. Buehler, 133,686 [1, 3]     378,567        510,255     1,998 [1, 3]
Vice Chairman
and Director

Barry D. Romeril,   119,475 [1, 4]     533,796        652,329       942 [1, 4]
Vice Chairman,
Chief Financial
Officer and
Director of Xerox
Corporation;
Chairman of Xerox
Credit Corporation

G. Richard Thoman,  124,626 [1, 5]   2,359,107      2,463,565    20,168 [1, 5]
President, Chief
Executive Officer
and Director

------------------------
<FN>

[1] Includes common shares which may be converted from shares of Series B
Convertible Preferred Stock ("Series B Shares").  Each Series B Share is
convertible into six common shares, and is owned through the selling
shareholder's account in the Xerox Corporation Employee Stock Option Plan.

[2] Includes 3,456 common shares which may be converted from 576 shares of
Series B Shares.

[3] Includes 1,998 common shares which may be converted from 333 shares of
Series B Shares.


                                      5

[4] Includes 942 common shares which may be converted from 157 shares of
Series B Shares.

[5] Includes 168 common shares which may be converted from 28 shares of
Series B Shares.

</FN>
</TABLE>

     There is no assurance that the selling shareholders will sell any or
all of the common shares offered by him under this prospectus.  The
prospectus may from time to time be amended or supplemented to add or
delete persons who have acquired or will acquire common shares under the
Plans, or who have disposed of such common shares, to or from the list of
selling shareholders.

                                LEGAL MATTERS

     Martin S. Wagner, Esq., Associate General Counsel, Corporate, Finance
and Ventures of Xerox is giving his opinion on the validity of the common
shares.
                                   EXPERTS

     The consolidated financial statements and schedule of Xerox
Corporation and consolidated subsidiaries as of December 31, 1998 and
1997, and for each of the years in the three-year period ended December
31, 1998, have been incorporated by reference in this prospectus and
elsewhere in the registration statement, in reliance upon the reports
set forth therein of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.





























                                      6
        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Xerox Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents and information
heretofore filed with the Commission (File No. 1-4471):

     (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;

     (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;

     (c) Current Reports on Form 8-K dated December 18, 1998 (filed January
29, 1999), January 25, 1999, March 26, 1999, May 13, 1999, June 24, 1999,
September 22, 1999, December 9, 1999 and December 10, 1999;

     (d) Description of the Company's Shareholders Rights Plan (the "Rights
Plan") contained in Form Form 8-A filed with the Commission on April 7,
1997, as amended by Amendment No. 1 thereto filed with the Commission on
January 26, 1999; and description of the Rights Agreement dated as of April
7, 1997 between the Company and The First National Bank of Chicago, as
Rights Agent (the "Rights Agreement"), with respect to the Rights Plan,
which is filed as Exhibit 4.10 to the Company's Current Report on Form 8-K
dated April 7, 1997.  The Rights Plan and the Rights Agreement relate to
the rights to purchase the Company's Series A Cumulative Preferred Stock
(the "Preferred Stock Purchase Rights"); and

     (e) Description of the Company's Common Stock contained in Amendment
No. 4 on Form 8-A filed with the Commission on January 26, 1999, relating
to the Company's Common Stock.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of Common Stock offered pursuant to this
registration statement has been passed upon for the Company by Martin S.
Wagner, Esq., Associate General Counsel, Corporate, Finance and Ventures
of Xerox.

Item 6.  Indemnification of Directors and Officers.

     Article VIII, Section 2 of the Company's By-Laws states:

          "Indemnification of Directors and Officers: Except to the extent
      expressly prohibited by law, the Company shall indemnify any person,
      made or threatened to be made, a party in any civil or criminal action
      or proceeding, including an action or proceeding by or in the right of
      the Company to procure a judgment in its favor or by or in the right of
      any other corporation of any type or kind, domestic or foreign, or any
      partnership, joint venture, trust, employee benefit plan or other
      enterprise, which any Director or officer of the Company served in any
      capacity at the request of the Company, by reason of the fact that he,
      his testator or intestate is or was a Director or officer of the
      Company or serves or served such other corporation, partnership, joint
      venture, trust, employee benefit plan or other enterprise, in any
      capacity, against judgments, fines, penalties, amounts paid in
      settlement and reasonable expenses, including attorneys' fees, incurred
      in connection with such action or proceeding, or any appeal therein,
      provided that no such indemnification shall be required with respect to
      any settlement unless the Company shall have given its prior approval
      thereto.  Such indemnification shall include the right to be paid
      advances of any expenses incurred by such person in connection with
      such action, suit or proceeding, consistent with the provisions of
      applicable law. In addition to the foregoing, the Company is authorized
      to extend rights to indemnification and advancement of expenses to such
      persons by i) resolution of the shareholders, ii) resolution of the
      Directors or iii) an agreement, to the extent not expressly prohibited
      by law."

     Reference is made to Sections 721 through 726 of the Business
Corporation Law of the State of New York.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed as part of this
registration statement:

Exhibit No.  Description
-----------  -----------
  5          Opinion of Martin S. Wagner, Esq.
 23 (a)      Consent of Independent Auditors.
    (b)      Consent of Martin S. Wagner, Esq. (see Exhibit 5).
 24 (a)      Certified Resolution.
    (b)      Power of Attorney.

Item 9.  Undertakings.     (a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales of the
     securities registered hereby are being made, a post-effective amendment
     to this registration statement (i) to include any prospectus required by
     section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to
     reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and (iii) to include any material information
     with respect to the plan of distribution not previously disclosed in
     the registration statement or any material change to such information
     in the registration statement; provided, however, that paragraphs (i)
     and (ii) do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Securities and Exchange Commission
     (the "Commission") by the registrant pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act") that are
     incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the 21st day of December 1999.

                                       XEROX CORPORATION (Registrant)

                                       By: /s/ G. RICHARD THOMAN*
                                           --------------------------
                                           G. Richard Thoman
                                           President and
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of December 21, 1999.

        (Signature)             (Title)

Principal Executive Officer:
G. RICHARD THOMAN*              President, Chief Executive Officer
                                and Director

Principal Financial Officer:
BARRY D. ROMERIL*               Vice Chairman, Chief Financial Officer
                                and Director

Principal Accounting Officer:
PHILIP D. FISHBACH*             Vice President and Controller

Directors:
PAUL A. ALLAIRE
WILLIAM F. BUEHLER
B. R. INMAN              )
ANTONIA AX:SON JOHNSON   )
VERNON E. JORDAN, JR.    )
YOTARO KOBAYASHI         )
HILMAR KOPPER            )
RALPH S. LARSEN          )
GEORGE J. MITCHELL       )
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
PATRICIA F. RUSSO        )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

*By: /s/ MARTIN S. WAGNER
     ---------------------
     Martin S. Wagner
     Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "XEROX CORPORATION FORM S-8", "secsgml_size_bytes": 29537}]
{"company-data": {"conformed-name": "XEROX CORP", "cik": "0000108772", "assigned-sic": "3577", "irs-number": "160468020", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93269", "film-number": "99778431"}, "business-address": {"street1": "P O BOX 1600", "street2": "800 LONG RIDGE ROAD", "city": "STAMFORD", "state": "CT", "zip": "06904-1600", "phone": "2039683000"}, "mail-address": {"street1": "800 LONG RIDGE ROAD", "street2": "PO BOX 1600", "city": "STAMFORD", "state": "CT", "zip": "06904"}, "former-company": {"former-conformed-name": "HALOID XEROX INC", "date-changed": "19730813"}}
As filed with the Securities and Exchange Commission on December 21, 1999

                                                  Registration No. 333-
=============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           --------------------------

                               Xerox Corporation
             (Exact name of registrant as specified in its charter)

            New York                                 16-0468020
  (State or other jurisdiction         (I.R.S. Employer Identification No.)
 of incorporation or organization)

     P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut  06904-1600
              (Address of Principal Executive Offices)          (Zip Code)

                Xerox Corporation 1998 Employee Stock Option Plan
                           (Full title of the plan)

                              Martin S. Wagner
                            Assistant Secretary
                              Xerox Corporation
                                P.O. Box 1600
                         Stamford, Connecticut 06904
                   (Name and address of agent for service)

                               (203) 968-3000
        (Telephone number, including area code, of agent for service)
                               ---------------

                       CALCULATION OF REGISTRATION FEE
============================================================================
                                 Proposed      Proposed
Title of                         maximum       maximum
securities                       offering      aggregate      Amount of
to be          Amount to be      price         offering       registration
registered     registered        per share(1)  price(1)       fee
----------------------------------------------------------------------------
Common Stock,  25,000,000 shares $21.16        $529,000,000   $139,656
$1 par value
============================================================================
Notes:

     (1) Estimated using the average of the high and low prices for Xerox
Corporation Common Stock on the New York Stock Exchange on December 20, 1999
solely for purposes of determining the registration fee pursuant to Rule
457(h)(1) and Rule 457(c) under the Securities Act.

                        STATEMENT PURSUANT TO RULE 429

     The reoffer prospectus included in this Registration Statement is a
combined prospectus which also relates to 6,736,907 shares of Common Stock
previously registered under the Registrant's registration statements on
Form S-8 (file nos. 33-44313, 33-44314 and 333-22313).  A registration fee
of $44,589 was paid upon the filing of the prior registration statements.
This Registration Statement also constitutes Post-Effective Amendment No.
1 with respect to such prior registration statements on Form S-8 (file
nos. 33-44313, 33-44314 and 333-22313).

                                                      Rule 424(b)(3)
                                                      File Nos. 333-     ,
                                                                333-22313,
                                                                 33-44313 and
                                                                 33-44314

PROSPECTUS

                              XEROX CORPORATION

                             800 Long Ridge Road
                        Stamford, Connecticut  06904
                               (203) 968-3000

                      6,752,347 Shares of Common Stock
                          (par value $1.00 par share)
                      ---------------------------------

     This prospectus is part of a registration statement that covers
6,752,347 shares of our common stock.  These common shares may be offered
and sold from time to time by certain of our shareholders (the "selling
shareholders"). These shares were issued or will be issued by us to the
selling shareholders upon exercise of outstanding options, rights and
awards granted under the Xerox Corporation 1976 Executive Long-Term
Incentive Plan and the Xerox Corporation 1991 Long-Term Incentive Plan
(the "LTIPs") and outstanding options granted under the Xerox Corporation
1998 Employee Stock Option Plan (the "Employee Stock Option Plan").
The LTIPS and the Employee Stock Option Plan are collectively referred to
in this prospectus as the "Plans".

     We will not receive any of the proceeds from the sale of the common
shares. We will bear the costs relating to the registration of the common
shares, which we estimate to be $37,720.

     Our common shares are listed for trading on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol XRX. The last
reported sale price of our common shares on the New York Stock Exchange
on December 20, 1999 was $20 13/16 per share.

     Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

                        ----------------------------

               The date of this Prospectus is December 21, 1999.

                              TABLE OF CONTENTS
                                                                      Page
                                                                      ----

Where You Can Find More Information...................................  2
Xerox Corporation.....................................................  3
Use of Proceeds.......................................................  3
Plan of Distribution..................................................  3
Selling Shareholders..................................................  4
Legal Matters.........................................................  6
Experts...............................................................  6

     You should rely only on the information contained in or incorporated
by reference in this prospectus. We have not authorized anyone to provide
you with different information. We are not offering these securities in
any state where the offer is not permitted. You should not assume that
the information contained in or incorporated into this prospectus by
reference is accurate at any date other than the date on the cover of
this prospectus.

                 -------------------------------------------

                     WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  You may read and copy any document we file at the
Commission's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois.  Please call the Commission at 1-800-SEC-0330
for forther information on the public reference rooms.  Our Commission
filings are also available to the public at the Commission's web site at
http://www.sec.gov.

     The Commission allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents.  The information incorporated by reference is considered part
of this prospectus, and later information that we file with the Commission
will automatically update and supersede this information.  We incorporate
by reference the documents listed below and any future filings made with
the Commission under Section 13(a), 13(c), 14 (other than the information
required by paragraphs (k) and (l) of Section 229.402 of Regulation S-K)
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:

     We have filed with the Commission Form S-8 Registration Statements
under the the Securities Act of 1933 (the "Securities Act") with respect
to the common shares covered by this prospectus.  For further information
about Xerox and the common shares covered by this prospectus, you may read
and copy the registration statements and the documents filed as exhibits
to copy the registration statements.

     (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;

     (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;

                                      2

     (c) Current Reports on Form 8-K dated December 18, 1998 (filed January
29, 1999), January 25, 1999, March 26, 1999, May 13, 1999, June 24, 1999,
September 22, 1999, December 9, 1999 and December 10, 1999;

     (d) Description of our Shareholders Rights Plan (the "Rights Plan")
contained in Form Form 8-A filed with the Commission on April 7, 1997, as
amended by Amendment No. 1 thereto filed with the Commission on January 26,
1999; and description of the Rights Agreement dated as of April 7, 1997
between us and The First National Bank of Chicago, as Rights Agent (the
"Rights Agreement"), with respect to the Rights Plan, which is filed as
Exhibit 4.10 to our Current Report on Form 8-K dated April 7, 1997.  The
Rights Plan and the Rights Agreement relate to the rights to purchase the
Company's Series A Cumulative Preferred Stock (the "Preferred Stock
Purchase Rights"); and

     (e) Description of our Common Stock contained in Amendment No. 4 on
Form 8-A filed with the Commission on January 26, 1999, relating to our
Common Stock.

     You may request a copy of these filings at no cost, by writing to or
telephoning our transfer agent at the following address: The First
National Bank of Boston, P.O. Box 9155, Boston, Massachusetts 02205,
telephone: 1-800-828-6396.

     You should rely only on the information contained in or incorporated
by reference in this prospectus. We have not authorized anyone to provide
you with different information. We are not offering these securities in
any state where the offer is not permitted. You should not assume that
the information contained in or incorporated into this prospectus by
reference is accurate at any date other than the date on the cover of
this prospectus.

                              XEROX CORPORATION

     We are a New York corporation with our principal executive offices
located at 800 Long Ridge Road, Stamford, Connecticut 06904, telephone
(203) 968-3000.

                               USE OF PROCEEDS

     All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholders who offer and sell their
shares. We will not receive any proceeds from the sale of the common
shares by the selling shareholders.

                             PLAN OF DISTRIBUTION

     All of the common shares offered by the selling shareholders were
issued or will be issued by us upon exercise of outstanding options,
rights and awards granted under the Plans.  We have registered or are
registering all of the common shares covered by this prospectus for the
selling shareholders. As used in this prospectus, "selling shareholders"
includes the permitted beneficiaries, transferees, assignees, donees or
others who may later hold the selling shareholders' interests. We have
paid and will pay the costs and fees of registering the common shares,
but the selling shareholders will pay any brokerage commissions,
discounts or other expenses relating to the sale of the common shares.

                                      3

     The selling shareholders may from time to time sell the common
shares in the in one or more transactions on one or more national
securities exchanges, including the New York Stock Exchange and the Chicago
Stock Exchange, in the over-the-counter market, or otherwise at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices. In addition, the selling
shareholders may sell some or all of their common shares through:

 . a block trade in which a broker-dealer will attempt to sell the common
shares agent but may position and resell a portion of the block, as
principal, in order to facilitate the transaction;

 . purchases by a broker-dealer, as principal, and resale by the broker-
dealer for its account;

 . ordinary brokerage transactions and transactions in which a broker
solicits purchasers; or

 . in privately negotiated transactions.

     The selling shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers
engaged by the selling shareholders may allow other broker-dealers to
participate in resales. However, the selling shareholders and any broker-
dealers involved in the sale or resale of the common shares may qualify
as "underwriters" within the meaning of the Section 2(a)(11) of the
Securities Act. In addition, the broker-dealers' commissions, discounts
or concession may qualify as underwriters' compensation under the
Securities Act. If the selling shareholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.

In addition to selling their common shares under this prospectus,
the selling shareholders may:

 . agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the Securities Act;

 . transfer their common shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution, or
other transfer; or

 . sell their common shares under Rule 144 of the Securities Act rather than
under this prospectus, if the transaction meets the requirements of Rule 144.

                            SELLING SHAREHOLDERS

     The following table sets forth (a) the name of the selling shareholders
and their material relationships with Xerox or its affiliates within the past
three years, (b) the number of common shares beneficially owned by the
selling shareholders as of October 31, 1999, (c) the aggregate number of
common shares which are subject to options, rights and awards granted under
the Plans, (d) the aggregate number of common shares which the selling
shareholders beneficially own as of October 31, 1999 and may acquire in
respect of options, rights and awards granted under the Plans, some or all of
which common shares may be sold pursuant to this prospectus, and (e) the
number of common shares which the selling shareholders are expected to

                                      4

beneficially own after the completion of this offering, assuming they have
sold all of the common shares covered by this prospectus and they have not
acquired or sold any additional common shares.  The selling shareholders do
not own any other securities of Xerox or one percent or more of the
outstanding common shares after this offering is completed.
(a) Name and        (b) Number       (c) Number of  (d) Number   (e) Number
Material            of Shares        Shares Under   of Shares    of Shares
Relationship        Owned            Options,       Offered      Owned
                                     Rights and     Hereby       After the
                                     Awards                      Offering
-----------------   ------------     -------------  -----------  ------------
Paul A. Allaire,    579,721 [1, 2]   2,549,933      3,126,198     3,456 [1, 2]
Chairman of the
Board and
Chairman of the
Executive
Committee

William F. Buehler, 133,686 [1, 3]     378,567        510,255     1,998 [1, 3]
Vice Chairman
and Director

Barry D. Romeril,   119,475 [1, 4]     533,796        652,329       942 [1, 4]
Vice Chairman,
Chief Financial
Officer and
Director of Xerox
Corporation;
Chairman of Xerox
Credit Corporation

G. Richard Thoman,  124,626 [1, 5]   2,359,107      2,463,565    20,168 [1, 5]
President, Chief
Executive Officer
and Director

------------------------
[1] Includes common shares which may be converted from shares of Series B
Convertible Preferred Stock ("Series B Shares").  Each Series B Share is
convertible into six common shares, and is owned through the selling
shareholder's account in the Xerox Corporation Employee Stock Option Plan.

[2] Includes 3,456 common shares which may be converted from 576 shares of
Series B Shares.

[3] Includes 1,998 common shares which may be converted from 333 shares of
Series B Shares.

                                      5

[4] Includes 942 common shares which may be converted from 157 shares of
Series B Shares.

[5] Includes 168 common shares which may be converted from 28 shares of
Series B Shares.
There is no assurance that the selling shareholders will sell any or
all of the common shares offered by him under this prospectus.  The
prospectus may from time to time be amended or supplemented to add or
delete persons who have acquired or will acquire common shares under the
Plans, or who have disposed of such common shares, to or from the list of
selling shareholders.

                                LEGAL MATTERS

     Martin S. Wagner, Esq., Associate General Counsel, Corporate, Finance
and Ventures of Xerox is giving his opinion on the validity of the common
shares.
                                   EXPERTS

     The consolidated financial statements and schedule of Xerox
Corporation and consolidated subsidiaries as of December 31, 1998 and
1997, and for each of the years in the three-year period ended December
31, 1998, have been incorporated by reference in this prospectus and
elsewhere in the registration statement, in reliance upon the reports
set forth therein of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm
as experts in accounting and auditing.

                                      6
        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Xerox Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents and information
heretofore filed with the Commission (File No. 1-4471):

     (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998;

     (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;

     (c) Current Reports on Form 8-K dated December 18, 1998 (filed January
29, 1999), January 25, 1999, March 26, 1999, May 13, 1999, June 24, 1999,
September 22, 1999, December 9, 1999 and December 10, 1999;

     (d) Description of the Company's Shareholders Rights Plan (the "Rights
Plan") contained in Form Form 8-A filed with the Commission on April 7,
1997, as amended by Amendment No. 1 thereto filed with the Commission on
January 26, 1999; and description of the Rights Agreement dated as of April
7, 1997 between the Company and The First National Bank of Chicago, as
Rights Agent (the "Rights Agreement"), with respect to the Rights Plan,
which is filed as Exhibit 4.10 to the Company's Current Report on Form 8-K
dated April 7, 1997.  The Rights Plan and the Rights Agreement relate to
the rights to purchase the Company's Series A Cumulative Preferred Stock
(the "Preferred Stock Purchase Rights"); and

     (e) Description of the Company's Common Stock contained in Amendment
No. 4 on Form 8-A filed with the Commission on January 26, 1999, relating
to the Company's Common Stock.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all
securities covered hereby then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of Common Stock offered pursuant to this
registration statement has been passed upon for the Company by Martin S.
Wagner, Esq., Associate General Counsel, Corporate, Finance and Ventures
of Xerox.

Item 6.  Indemnification of Directors and Officers.

     Article VIII, Section 2 of the Company's By-Laws states:

          "Indemnification of Directors and Officers: Except to the extent
      expressly prohibited by law, the Company shall indemnify any person,
      made or threatened to be made, a party in any civil or criminal action
      or proceeding, including an action or proceeding by or in the right of
      the Company to procure a judgment in its favor or by or in the right of
      any other corporation of any type or kind, domestic or foreign, or any
      partnership, joint venture, trust, employee benefit plan or other
      enterprise, which any Director or officer of the Company served in any
      capacity at the request of the Company, by reason of the fact that he,
      his testator or intestate is or was a Director or officer of the
      Company or serves or served such other corporation, partnership, joint
      venture, trust, employee benefit plan or other enterprise, in any
      capacity, against judgments, fines, penalties, amounts paid in
      settlement and reasonable expenses, including attorneys' fees, incurred
      in connection with such action or proceeding, or any appeal therein,
      provided that no such indemnification shall be required with respect to
      any settlement unless the Company shall have given its prior approval
      thereto.  Such indemnification shall include the right to be paid
      advances of any expenses incurred by such person in connection with
      such action, suit or proceeding, consistent with the provisions of
      applicable law. In addition to the foregoing, the Company is authorized
      to extend rights to indemnification and advancement of expenses to such
      persons by i) resolution of the shareholders, ii) resolution of the
      Directors or iii) an agreement, to the extent not expressly prohibited
      by law."

     Reference is made to Sections 721 through 726 of the Business
Corporation Law of the State of New York.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following is a list of exhibits filed as part of this
registration statement:

Exhibit No.  Description
-----------  -----------
  5          Opinion of Martin S. Wagner, Esq.
 23 (a)      Consent of Independent Auditors.
    (b)      Consent of Martin S. Wagner, Esq. (see Exhibit 5).
 24 (a)      Certified Resolution.
    (b)      Power of Attorney.

Item 9.  Undertakings.     (a)  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales of the
     securities registered hereby are being made, a post-effective amendment
     to this registration statement (i) to include any prospectus required by
     section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to
     reflect in the prospectus any facts or events arising after the
     effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and (iii) to include any material information
     with respect to the plan of distribution not previously disclosed in
     the registration statement or any material change to such information
     in the registration statement; provided, however, that paragraphs (i)
     and (ii) do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed with or furnished to the Securities and Exchange Commission
     (the "Commission") by the registrant pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act") that are
     incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on the 21st day of December 1999.

                                       XEROX CORPORATION (Registrant)

                                       By: /s/ G. RICHARD THOMAN*
                                           --------------------------
                                           G. Richard Thoman
                                           President and
                                           Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of December 21, 1999.

        (Signature)             (Title)

Principal Executive Officer:
G. RICHARD THOMAN*              President, Chief Executive Officer
                                and Director

Principal Financial Officer:
BARRY D. ROMERIL*               Vice Chairman, Chief Financial Officer
                                and Director

Principal Accounting Officer:
PHILIP D. FISHBACH*             Vice President and Controller

Directors:
PAUL A. ALLAIRE
WILLIAM F. BUEHLER
B. R. INMAN              )
ANTONIA AX:SON JOHNSON   )
VERNON E. JORDAN, JR.    )
YOTARO KOBAYASHI         )
HILMAR KOPPER            )
RALPH S. LARSEN          )
GEORGE J. MITCHELL       )
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
PATRICIA F. RUSSO        )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

*By: /s/ MARTIN S. WAGNER
     ---------------------
     Martin S. Wagner
     Attorney-in-Fact