As filed with the Securities and Exchange Commission on August 9, 1996

                                                  Registration No. 333-
==============================================================================
                       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 1996 Non-Employee Director 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*   price*        fee
- ----------------------------------------------------------------------------
<S>            <C>               <C>          <C>           <C>

Common Stock,  1,000,000 shares  $52.75       $52,750,000   $18,190
$1 par value
============================================================================
</TABLE>

* Estimated using the average of the high and low prices for Xerox Corporation 
Common Stock on the New York Stock Exchange on August 5, 1996 solely for 
purposes of determining the registration fee pursuant to Rule 457(h)(1) and 
Rule 457(c) under the Securities Act of 1933, as amended.

PROSPECTUS

                              XEROX CORPORATION

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

                      1,000,000 Shares of Common Stock
                        (par value $1.00 par share)
                      --------------------------------

     This Prospectus relates to the reoffer and resale from time to time by 
certain shareholders of Xerox Corporation (the "Company") identified herein 
under the heading "Selling Shareholders" (collectively, the "Selling 
Shareholders") of up to 1,000,000 shares (the "Offered Shares") of Common 
Stock, par value $1.00 per share ("Common Stock"), of the Company issuable to 
such Selling Shareholders upon the exercise of outstanding stock options 
heretofore granted and hereafter from time to time granted under the Xerox 
Corporation 1996 Non-Employee Director Stock Option Plan (as amended or 
otherwise modified from time to time, the "Plan").  See "Selling 
Shareholders".

     The Offered Shares may be sold from time to time by the Selling 
Shareholders or by permitted beneficiaries, transferees and assignees on one 
or more national securities exchanges, including The New York Stock Exchange, 
Inc. (the "NYSE") and The Chicago Stock Exchange (the "CSE"), or in the over-
the-counter market, or in negotiated transactions, at prices and at terms then 
prevailing, or at prices related to the then current market price, or at 
negotiated prices and terms.  Upon any sale of the Offered Shares, Selling 
Shareholders or permitted beneficiaries, transferees and assignees, and 
participating agents, brokers or dealers may be deemed to be underwriters as 
that term is defined in the Securities Act of 1933, as amended (the 
"Securities Act"), and commissions or discounts or any profit realized on the 
resale of the Offered Shares may be deemed to be underwriting commissions or 
discounts under the Securities Act.  See "Plan of Distribution".

     The Company will not receive any part of the proceeds from the sale of 
the Offered Shares.  All expenses (other than discounts, concessions and 
commissions) incurred in connection with this offering are being borne by the 
Company.

     The Common Stock is listed for trading on the NYSE and the CSE.  The last 
reported sale price of the Common Stock on the NYSE on August 8, 1996 was $53-
5/8 per share.
                        ----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.

               The date of this Prospectus is August 9, 1996.

                            AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance herewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission").  Such reports, 
proxy statements and other information filed by the Company can be inspected 
and copied at the public reference facilities of the Commission at 450 Fifth 
Street, N.W. (Room 1024), Judiciary Plaza, Washington, D.C. 20549; as well as 
at the Regional Offices of the Commission located at Northwestern Atrium 
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661; and 
Seven World Trade Center (13th Floor), New York, New York 10048. Copies of 
such material can be obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed 
rates.  The Commission maintains a Web site that contains reports, proxy and 
information statements and other information regarding registrants that file 
electronically with the Commission at http://www.sec.gov.  Such reports, proxy 
statements and other information concerning the Company also may be inspected 
at the offices of the NYSE, 20 Broad Street, New York, New York 10005, and the 
CSE, One Financial Plaza, 120 South LaSalle Street, Chicago, Illinois 60603.  

     The Company has filed with the Commission a Registration Statement on 
Form S-8 under the Securities Act with respect to the Offered Shares.  For 
further information with respect to the Company and the Offered Shares, 
reference is made to such Registration Statement, including all documents 
filed as exhibits thereto.  Statements contained in this Prospectus as to the 
Plan and the contents of any document are not necessarily complete, and in 
each instance, reference is hereby made to the copy of the Plan and such 
document filed as an exhibit to such Registration Statement, such statement 
being qualified in all respects by such reference.  Such Registration 
Statement can be inspected and copied at the public reference facilities of 
the Commission referred to above.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are incorporated herein by reference the following documents filed 
with the Commission (File No. 1-4471) by the Company pursuant to the Exchange 
Act:

     (1)  Annual Report on Form 10-K for the fiscal year ended December 31, 
1995;

     (2)  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 
31, 1996 and June 30, 1996;

     (3)  Current Reports on Form 8-K dated January 18, 1996 and February 7, 
1996;

     (4)  The description of the Company's Shareholders Rights Plan and the 
Rights Agreement dated as of April 6, 1987, as amended and restated as of 
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as 
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the 
"Rights Agreement"), which are contained in or filed as an exhibit to the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987, 
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to 
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase 
Rights"); and

                                      2

     (5)  The description of the Company's Common Stock contained in the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23, 
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's 
Common Stock and Preferred Stock Purchase Rights.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of the offering of the Common Stock offered hereby 
shall be deemed to be incorporated by reference into this Prospectus.  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 Prospectus 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 Prospectus.

     The Company will provide without charge to each person to whom this 
Prospectus is delivered, including any beneficial owner, upon written or oral 
request of such person, a copy of any or all of the foregoing documents 
incorporated herein by reference (other than exhibits to such documents, 
unless such exhibits are specifically incorporated by reference in such 
documents).  Requests should be directed to The First National Bank of Boston, 
P.O. Box 9155, Boston, Massachusetts 02205,  telephone: 1-800-828-6396.

                               USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of any 
Offered Shares by any Selling Shareholder.  All of the proceeds from the sale 
of the Offered Shares are expected to be received by the Selling Shareholders.

                            SELLING SHAREHOLDERS
  
     The Offered Shares are expected to be acquired by the Selling 
Shareholders upon the exercise of stock options heretofore granted and 
hereafter from time to time granted under the Plan which have been registered 
under the Securities Act.

     The following table sets forth (a) the names of the Selling Shareholders, 
(b) the material relationships with the Company or its affiliates within the 
past three years, (c) the number of shares of  Common Stock beneficially owned 
by each of the Selling Shareholders as of July 31, 1996, (d) the number of 
shares of Common Stock which each of the Selling Shareholders may acquire 
pursuant to the exercise of outstanding stock options granted under the Plan, 
some or all of which may from time to time be sold pursuant to this 
Prospectus, and (e) the number of shares of Common Stock to be beneficially 
owned by each of the Selling Shareholders after the completion of this 
offering, assuming the sale of all Offered Shares and no other acquisition or 
sale by such Selling Shareholder of any additional shares of Common Stock.  
None of the Selling Shareholders owns any other securities of the Company or 
1% or more of the outstanding shares of Common Stock after this offering is 
completed.

                                       3

<TABLE>
<CAPTION>
                                   (c) Number of (d) Number    (e) Number of
                                   Shares Owned  of Shares     Shares Owned
                  (b) Material     As of July    Offered       After the
(a) Name          Relationship     31, 1996      Hereby        Offering
- --------          ------------     ------------- -----------   -------------

<S>               <C>              <C>           <C>           <C>  
B. R. Inman       Director since    3,643        2,500         3,643
                  1987

Antonia Ax:son    Director since       27        2,500            27
Johnson           1996

Vernon E.         Director since   11,353        2,500        11,353
Jordan, Jr.       1974

Yotaro Kobayashi  Director since    6,802        2,500         6,802
                  1987

Hilmar Kopper     Director since    6,449        2,500         6,449
                  1991

Ralph S. Larsen   Director since    8,889        2,500         8,889
                  1990

John D. Macomber  Director since    7,465        2,500         7,465
                  1993, and 1987 
                  to 1989

George J.         Director since      964        2,500           964
Mitchell          1995

N. J. Nicholas,   Director since    9,337        2,500         9,337
Jr.               1987

John E. Pepper    Director since   15,386*       2,500        15,386*
                  1990

Martha R. Seger   Director since    3,511        2,500         3,511
                  1991

Thomas C.         Director since    4,243        2,500         4,243
Theobald          1983

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

* Includes 3,000 shares owned by the immediate family members.

</FN>
</TABLE>

     There is no assurance that any of the Selling Shareholders will sell any 
or all of the shares of Common Stock offered by them 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 shares of Common Stock under 
the Plan, or who have disposed of such shares of Common Stock, to or from the 
list of Selling Shareholders.

                             PLAN OF DISTRIBUTION

     The Offered Shares may be sold from time to time in one or more 
transactions by the Selling Shareholders or by permitted beneficiaries, 
transferees and assignees on one or more national securities exchanges, 
including the NYSE and the CSE, or in the over-the-counter market, or in 
negotiated transactions, at prices and at terms then prevailing, or at prices 
related to the then current market price, or at negotiated prices and terms.  
Such shares may be sold by one or more of the following methods, without 
limitation: (a) a block trade in which the broker or dealer so engaged will 
attempt to sell the shares as agent but may position and resell a portion of 
the block as principal to facilitate the transaction; (b) purchases by a 
broker or dealer as principal and resale by such broker or dealer for its 
account pursuant to this Prospectus; (c) ordinary brokerage transactions and 
transactions in which the broker solicits purchasers; (d) an exchange 
distribution in accordance with the rules of any such exchange; and (e) face-
to-face transactions between sellers and purchasers without a broker or 
dealer.  In effecting sales, brokers and dealers engaged by the Selling 
Shareholders may arrange for other brokers and dealers to participate.  Such 
brokers and dealers may receive commissions or discounts from Selling 
Shareholders in amounts to be negotiated immediately prior to the sale.  Such 
brokers or dealers and any other participating brokers 

                                      4

or dealers may be deemed to be "underwriters" within the meaning of the 
Securities Act in connection with such sales.  In addition, any Offered Shares 
that qualify for sale pursuant to Rule 144 under the Securities Act may be 
sold under such Rule rather than pursuant to this Prospectus.

     All expenses (other than discounts, concessions and commissions to 
underwriters, brokers, dealers or agents) incurred in connection with this 
offering are being borne by the Company.

                                LEGAL OPINION

     The validity of the shares of Common Stock to be offered hereby will be 
passed upon for the Company by Martin S. Wagner, Esq., Associate General 
Counsel, Corporate, Finance and Ventures of the Company.

                                   EXPERTS

     The consolidated financial statements and schedule of the Company and 
consolidated subsidiaries included in the Company's Annual Report on Form 10-K 
as of December 31, 1995 and 1994, and for each of the years in the three-year 
period ended December 31, 1995, incorporated by reference herein and elsewhere 
in the Registration Statement, have been incorporated by reference herein and 
in the Registration Statement in reliance upon the reports set forth therein 
of KPMG Peat Marwick LLP, independent certified public accountants, 
incorporated by reference herein, and upon the authority of said firm as 
experts in accounting and auditing.

                                      5


No dealer, salesman or any other person has been authorized to give any 
information or to make any representations, other than those contained in this 
Prospectus, in connection with the offer contained in this Prospectus, and, if 
given or made, such information or representations must not be relied upon as 
having been authorized by the Company or any of its agents.  Neither the 
delivery of this Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change in the 
affairs of the Company since the date hereof or that the information contained 
herein is correct as of any time subsequent to its date.  This Prospectus does 
not constitute an offer or solicitation by anyone in any jurisdiction in which 
such offer or solicitation is not authorized or in which the person making 
such offer or solicitation is not qualified to do so or to any person to whom 
it is unlawful to make such offer or solicitation.

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

                   TABLE OF CONTENTS
                   -----------------
                                                   Page
                                                   ----
Available Information                                2
Incorporation of Certain Documents by Reference      2
Use of Proceeds                                      3
Selling Shareholders                                 3
Plan of Distribution                                 4
Legal Opinion                                        5
Experts                                              5


XEROX CORPORATION

1,000,000 Shares

Common Stock
(par value $1.00 per share)


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 
1995; 

     (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 
and June 30, 1996;

     (c) Current Reports on Form 8-K dated January 18, 1996 and February 7, 
1996; 

     (d) The description of the Company's Shareholders Rights Plan and the 
Rights Agreement dated as of April 6, 1987, as amended and restated as of 
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as 
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the 
"Rights Agreement"), which are contained in or filed as an exhibit to the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987, 
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to 
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase 
Rights"); and

     (e) The description of the Company's Common Stock contained in the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23, 
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's 
Common Stock and Preferred Stock Purchase Rights.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act subsequent to the date of this Prospectus 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 
the Company.

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

(4)            Xerox Corporation 1996 Non-Employee Director Stock Option Plan.
(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 by the Company pursuant to section 13 or section 15(d) 
     of the Securities Exchange Act of 1934 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 section 15(d) of the Securities 
Exchange Act of 1934 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 Securities and 
Exchange 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 9th day of August, 1996.

                                       XEROX CORPORATION (Registrant)

                                       By: /s/ PAUL A. ALLAIRE*
                                           --------------------------
                                           Paul A. Allaire
                                           Chairman of the Board 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 August 9, 1996.

        (Signature)             (Title)

Principal Executive Officer:
PAUL A. ALLAIRE*                Chairman of the Board, Board, Chief
                                Executive Officer and Director

Principal Financial Officer:
BARRY D. ROMERIL*               Executive Vice President and
                                Chief Financial Officer

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

Directors:
ROBERT A. BECK           )
B. R. INMAN              )
YOTARO KOBAYASHI         )
RALPH S. LARSEN          )
JOHN D. MACOMBER         ) *
GEORGE J. MITCHELL       )
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
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": 30515}]
{"company-data": {"conformed-name": "XEROX CORP", "cik": "0000108772", "assigned-sic": "3861", "irs-number": "160468020", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09821", "film-number": "96606494"}, "business-address": {"street1": "P O BOX 1600", "street2": "800 LONG RIDGE ROAD", "city": "STAMFORD", "state": "CT", "zip": "069041600", "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 August 9, 1996

                                                  Registration No. 333-
==============================================================================
                       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 1996 Non-Employee Director 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*   price*        fee
- ----------------------------------------------------------------------------
Common Stock,  1,000,000 shares  $52.75       $52,750,000   $18,190
$1 par value
============================================================================
* Estimated using the average of the high and low prices for Xerox Corporation 
Common Stock on the New York Stock Exchange on August 5, 1996 solely for 
purposes of determining the registration fee pursuant to Rule 457(h)(1) and 
Rule 457(c) under the Securities Act of 1933, as amended.

PROSPECTUS

                              XEROX CORPORATION

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

                      1,000,000 Shares of Common Stock
                        (par value $1.00 par share)
                      --------------------------------

     This Prospectus relates to the reoffer and resale from time to time by 
certain shareholders of Xerox Corporation (the "Company") identified herein 
under the heading "Selling Shareholders" (collectively, the "Selling 
Shareholders") of up to 1,000,000 shares (the "Offered Shares") of Common 
Stock, par value $1.00 per share ("Common Stock"), of the Company issuable to 
such Selling Shareholders upon the exercise of outstanding stock options 
heretofore granted and hereafter from time to time granted under the Xerox 
Corporation 1996 Non-Employee Director Stock Option Plan (as amended or 
otherwise modified from time to time, the "Plan").  See "Selling 
Shareholders".

     The Offered Shares may be sold from time to time by the Selling 
Shareholders or by permitted beneficiaries, transferees and assignees on one 
or more national securities exchanges, including The New York Stock Exchange, 
Inc. (the "NYSE") and The Chicago Stock Exchange (the "CSE"), or in the over-
the-counter market, or in negotiated transactions, at prices and at terms then 
prevailing, or at prices related to the then current market price, or at 
negotiated prices and terms.  Upon any sale of the Offered Shares, Selling 
Shareholders or permitted beneficiaries, transferees and assignees, and 
participating agents, brokers or dealers may be deemed to be underwriters as 
that term is defined in the Securities Act of 1933, as amended (the 
"Securities Act"), and commissions or discounts or any profit realized on the 
resale of the Offered Shares may be deemed to be underwriting commissions or 
discounts under the Securities Act.  See "Plan of Distribution".

     The Company will not receive any part of the proceeds from the sale of 
the Offered Shares.  All expenses (other than discounts, concessions and 
commissions) incurred in connection with this offering are being borne by the 
Company.

     The Common Stock is listed for trading on the NYSE and the CSE.  The last 
reported sale price of the Common Stock on the NYSE on August 8, 1996 was $53-
5/8 per share.
                        ----------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.

               The date of this Prospectus is August 9, 1996.

                            AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance herewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission").  Such reports, 
proxy statements and other information filed by the Company can be inspected 
and copied at the public reference facilities of the Commission at 450 Fifth 
Street, N.W. (Room 1024), Judiciary Plaza, Washington, D.C. 20549; as well as 
at the Regional Offices of the Commission located at Northwestern Atrium 
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661; and 
Seven World Trade Center (13th Floor), New York, New York 10048. Copies of 
such material can be obtained from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed 
rates.  The Commission maintains a Web site that contains reports, proxy and 
information statements and other information regarding registrants that file 
electronically with the Commission at http://www.sec.gov.  Such reports, proxy 
statements and other information concerning the Company also may be inspected 
at the offices of the NYSE, 20 Broad Street, New York, New York 10005, and the 
CSE, One Financial Plaza, 120 South LaSalle Street, Chicago, Illinois 60603.  

     The Company has filed with the Commission a Registration Statement on 
Form S-8 under the Securities Act with respect to the Offered Shares.  For 
further information with respect to the Company and the Offered Shares, 
reference is made to such Registration Statement, including all documents 
filed as exhibits thereto.  Statements contained in this Prospectus as to the 
Plan and the contents of any document are not necessarily complete, and in 
each instance, reference is hereby made to the copy of the Plan and such 
document filed as an exhibit to such Registration Statement, such statement 
being qualified in all respects by such reference.  Such Registration 
Statement can be inspected and copied at the public reference facilities of 
the Commission referred to above.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are incorporated herein by reference the following documents filed 
with the Commission (File No. 1-4471) by the Company pursuant to the Exchange 
Act:

     (1)  Annual Report on Form 10-K for the fiscal year ended December 31, 
1995;

     (2)  Quarterly Reports on Form 10-Q for the fiscal quarters ended March 
31, 1996 and June 30, 1996;

     (3)  Current Reports on Form 8-K dated January 18, 1996 and February 7, 
1996;

     (4)  The description of the Company's Shareholders Rights Plan and the 
Rights Agreement dated as of April 6, 1987, as amended and restated as of 
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as 
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the 
"Rights Agreement"), which are contained in or filed as an exhibit to the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987, 
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to 
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase 
Rights"); and

                                      2

     (5)  The description of the Company's Common Stock contained in the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23, 
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's 
Common Stock and Preferred Stock Purchase Rights.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and 
prior to the termination of the offering of the Common Stock offered hereby 
shall be deemed to be incorporated by reference into this Prospectus.  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 Prospectus 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 Prospectus.

     The Company will provide without charge to each person to whom this 
Prospectus is delivered, including any beneficial owner, upon written or oral 
request of such person, a copy of any or all of the foregoing documents 
incorporated herein by reference (other than exhibits to such documents, 
unless such exhibits are specifically incorporated by reference in such 
documents).  Requests should be directed to The First National Bank of Boston, 
P.O. Box 9155, Boston, Massachusetts 02205,  telephone: 1-800-828-6396.

                               USE OF PROCEEDS

     The Company will not receive any of the proceeds from the sale of any 
Offered Shares by any Selling Shareholder.  All of the proceeds from the sale 
of the Offered Shares are expected to be received by the Selling Shareholders.

                            SELLING SHAREHOLDERS
  
     The Offered Shares are expected to be acquired by the Selling 
Shareholders upon the exercise of stock options heretofore granted and 
hereafter from time to time granted under the Plan which have been registered 
under the Securities Act.

     The following table sets forth (a) the names of the Selling Shareholders, 
(b) the material relationships with the Company or its affiliates within the 
past three years, (c) the number of shares of  Common Stock beneficially owned 
by each of the Selling Shareholders as of July 31, 1996, (d) the number of 
shares of Common Stock which each of the Selling Shareholders may acquire 
pursuant to the exercise of outstanding stock options granted under the Plan, 
some or all of which may from time to time be sold pursuant to this 
Prospectus, and (e) the number of shares of Common Stock to be beneficially 
owned by each of the Selling Shareholders after the completion of this 
offering, assuming the sale of all Offered Shares and no other acquisition or 
sale by such Selling Shareholder of any additional shares of Common Stock.  
None of the Selling Shareholders owns any other securities of the Company or 
1% or more of the outstanding shares of Common Stock after this offering is 
completed.

                                       3
(c) Number of (d) Number    (e) Number of
                                   Shares Owned  of Shares     Shares Owned
                  (b) Material     As of July    Offered       After the
(a) Name          Relationship     31, 1996      Hereby        Offering
- --------          ------------     ------------- -----------   -------------
B. R. Inman       Director since    3,643        2,500         3,643
                  1987

Antonia Ax:son    Director since       27        2,500            27
Johnson           1996

Vernon E.         Director since   11,353        2,500        11,353
Jordan, Jr.       1974

Yotaro Kobayashi  Director since    6,802        2,500         6,802
                  1987

Hilmar Kopper     Director since    6,449        2,500         6,449
                  1991

Ralph S. Larsen   Director since    8,889        2,500         8,889
                  1990

John D. Macomber  Director since    7,465        2,500         7,465
                  1993, and 1987 
                  to 1989

George J.         Director since      964        2,500           964
Mitchell          1995

N. J. Nicholas,   Director since    9,337        2,500         9,337
Jr.               1987

John E. Pepper    Director since   15,386*       2,500        15,386*
                  1990

Martha R. Seger   Director since    3,511        2,500         3,511
                  1991

Thomas C.         Director since    4,243        2,500         4,243
Theobald          1983

- ------------------------
* Includes 3,000 shares owned by the immediate family members.
There is no assurance that any of the Selling Shareholders will sell any 
or all of the shares of Common Stock offered by them 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 shares of Common Stock under 
the Plan, or who have disposed of such shares of Common Stock, to or from the 
list of Selling Shareholders.

                             PLAN OF DISTRIBUTION

     The Offered Shares may be sold from time to time in one or more 
transactions by the Selling Shareholders or by permitted beneficiaries, 
transferees and assignees on one or more national securities exchanges, 
including the NYSE and the CSE, or in the over-the-counter market, or in 
negotiated transactions, at prices and at terms then prevailing, or at prices 
related to the then current market price, or at negotiated prices and terms.  
Such shares may be sold by one or more of the following methods, without 
limitation: (a) a block trade in which the broker or dealer so engaged will 
attempt to sell the shares as agent but may position and resell a portion of 
the block as principal to facilitate the transaction; (b) purchases by a 
broker or dealer as principal and resale by such broker or dealer for its 
account pursuant to this Prospectus; (c) ordinary brokerage transactions and 
transactions in which the broker solicits purchasers; (d) an exchange 
distribution in accordance with the rules of any such exchange; and (e) face-
to-face transactions between sellers and purchasers without a broker or 
dealer.  In effecting sales, brokers and dealers engaged by the Selling 
Shareholders may arrange for other brokers and dealers to participate.  Such 
brokers and dealers may receive commissions or discounts from Selling 
Shareholders in amounts to be negotiated immediately prior to the sale.  Such 
brokers or dealers and any other participating brokers 

                                      4

or dealers may be deemed to be "underwriters" within the meaning of the 
Securities Act in connection with such sales.  In addition, any Offered Shares 
that qualify for sale pursuant to Rule 144 under the Securities Act may be 
sold under such Rule rather than pursuant to this Prospectus.

     All expenses (other than discounts, concessions and commissions to 
underwriters, brokers, dealers or agents) incurred in connection with this 
offering are being borne by the Company.

                                LEGAL OPINION

     The validity of the shares of Common Stock to be offered hereby will be 
passed upon for the Company by Martin S. Wagner, Esq., Associate General 
Counsel, Corporate, Finance and Ventures of the Company.

                                   EXPERTS

     The consolidated financial statements and schedule of the Company and 
consolidated subsidiaries included in the Company's Annual Report on Form 10-K 
as of December 31, 1995 and 1994, and for each of the years in the three-year 
period ended December 31, 1995, incorporated by reference herein and elsewhere 
in the Registration Statement, have been incorporated by reference herein and 
in the Registration Statement in reliance upon the reports set forth therein 
of KPMG Peat Marwick LLP, independent certified public accountants, 
incorporated by reference herein, and upon the authority of said firm as 
experts in accounting and auditing.

                                      5

No dealer, salesman or any other person has been authorized to give any 
information or to make any representations, other than those contained in this 
Prospectus, in connection with the offer contained in this Prospectus, and, if 
given or made, such information or representations must not be relied upon as 
having been authorized by the Company or any of its agents.  Neither the 
delivery of this Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change in the 
affairs of the Company since the date hereof or that the information contained 
herein is correct as of any time subsequent to its date.  This Prospectus does 
not constitute an offer or solicitation by anyone in any jurisdiction in which 
such offer or solicitation is not authorized or in which the person making 
such offer or solicitation is not qualified to do so or to any person to whom 
it is unlawful to make such offer or solicitation.

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

                   TABLE OF CONTENTS
                   -----------------
                                                   Page
                                                   ----
Available Information                                2
Incorporation of Certain Documents by Reference      2
Use of Proceeds                                      3
Selling Shareholders                                 3
Plan of Distribution                                 4
Legal Opinion                                        5
Experts                                              5

XEROX CORPORATION

1,000,000 Shares

Common Stock
(par value $1.00 per share)

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 
1995; 

     (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 
and June 30, 1996;

     (c) Current Reports on Form 8-K dated January 18, 1996 and February 7, 
1996; 

     (d) The description of the Company's Shareholders Rights Plan and the 
Rights Agreement dated as of April 6, 1987, as amended and restated as of 
February 6, 1989, between the Company and The Chase Manhattan Bank, N.A., as 
successor to Chase Lincoln First Bank, N.A. (as amended and restated, the 
"Rights Agreement"), which are contained in or filed as an exhibit to the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on April 6, 1987, 
February 6, 1989 and June 4, 1996, respectively, relating to the Rights to 
Purchase Series A Cumulative Preferred Stock (the "Preferred Stock Purchase 
Rights"); and

     (e) The description of the Company's Common Stock contained in the 
Registration Statement on Form 8-A, as amended by Amendment No. 1 on Form 8 
and Amendment No. 2 on Form 8-A, filed with the Commission on February 23, 
1990, March 8, 1990 and June 4, 1996, respectively, relating to the Company's 
Common Stock and Preferred Stock Purchase Rights.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act subsequent to the date of this Prospectus 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 
the Company.

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

(4)            Xerox Corporation 1996 Non-Employee Director Stock Option Plan.
(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 by the Company pursuant to section 13 or section 15(d) 
     of the Securities Exchange Act of 1934 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 section 15(d) of the Securities 
Exchange Act of 1934 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 Securities and 
Exchange 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 9th day of August, 1996.

                                       XEROX CORPORATION (Registrant)

                                       By: /s/ PAUL A. ALLAIRE*
                                           --------------------------
                                           Paul A. Allaire
                                           Chairman of the Board 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 August 9, 1996.

        (Signature)             (Title)

Principal Executive Officer:
PAUL A. ALLAIRE*                Chairman of the Board, Board, Chief
                                Executive Officer and Director

Principal Financial Officer:
BARRY D. ROMERIL*               Executive Vice President and
                                Chief Financial Officer

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

Directors:
ROBERT A. BECK           )
B. R. INMAN              )
YOTARO KOBAYASHI         )
RALPH S. LARSEN          )
JOHN D. MACOMBER         ) *
GEORGE J. MITCHELL       )
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

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