Registration No. 33-
==============================================================================
                       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 Canada Inc. Executive Rights 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,   350,000 shares   $134.75        $47,162,500   $9,433.00
$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 December 18, 1995 
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.

                                  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 Securities and Exchange Commission (the 
"Commission") (File No. 1-4471):

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended 
          December 31, 1994; 

     (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 
          1995, June 30, 1995 and September 30, 1995, and Current Reports on 
          Form 8-K dated December 15, 1994 (filed on March 7, 1995), 
          December 19, 1994 (filed on January 20, 1995), January 12, 1995 
          and June 1, 1995; and 

     (c)  The description of the Company's Common Stock, $1 par value 
          ("Common Stock"), contained in the registration statement (and 
          amendments thereto) therefor filed under Section 12 of the 
          Securities Exchange Act of 1934 (the "Exchange Act").

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act 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 Canada Inc. Executive Rights 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 21st day of December, 1995.

                                       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 December 21, 1995.

        (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:
PHILLIP D. FISHBACH*            Vice President and Controller

Directors:
ROBERT A. BECK           )
YOTARO KOBAYASHI         )
HILMAR KOPPER            )
RALPH S. LARSEN          ) *
JOHN D. MACOMBER         )
N. J. NICHOLAS, JR.      )
MARTHA R. SEGER          )

*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": 12906}]
{"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": "033-65269", "film-number": "95603602"}, "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"}}
Registration No. 33-
==============================================================================
                       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 Canada Inc. Executive Rights 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,   350,000 shares   $134.75        $47,162,500   $9,433.00
$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 December 18, 1995 
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.

                                  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 Securities and Exchange Commission (the 
"Commission") (File No. 1-4471):

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended 
          December 31, 1994; 

     (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 
          1995, June 30, 1995 and September 30, 1995, and Current Reports on 
          Form 8-K dated December 15, 1994 (filed on March 7, 1995), 
          December 19, 1994 (filed on January 20, 1995), January 12, 1995 
          and June 1, 1995; and 

     (c)  The description of the Company's Common Stock, $1 par value 
          ("Common Stock"), contained in the registration statement (and 
          amendments thereto) therefor filed under Section 12 of the 
          Securities Exchange Act of 1934 (the "Exchange Act").

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Exchange Act 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 Canada Inc. Executive Rights 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 21st day of December, 1995.

                                       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 December 21, 1995.

        (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:
PHILLIP D. FISHBACH*            Vice President and Controller

Directors:
ROBERT A. BECK           )
YOTARO KOBAYASHI         )
HILMAR KOPPER            )
RALPH S. LARSEN          ) *
JOHN D. MACOMBER         )
N. J. NICHOLAS, JR.      )
MARTHA R. SEGER          )

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