As filed with the Securities and Exchange Commission on February 19, 1997

                                                  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 Profit Sharing and Savings 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(1)     per share(2) price(2)      fee
----------------------------------------------------------------------------
<S>           <C>               <C>          <C>           <C>

Common Stock, 6,874,636 shares  $55.38       $380,717,342  $115,369
$1 par value
============================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as 
amended (the "Securities Act"), this Registration Statement also covers an 
indeterminate amount of interests to be offered or sold pursuant to the Xerox 
Corporation Profit Sharing and Savings Plan (the "Plan").

(2) Estimated using the average of the high and low prices for Xerox 
Corporation Common Stock on the New York Stock Exchange on February 11, 1997 
solely for purposes of determining the registration fee pursuant to Rule 
457(h)(1) and Rule 457(c) under the Securities Act.

        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Each of Xerox Corporation ("Xerox" or the "Company") and the Plan 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) Xerox' Annual Report on Form 10-K for the fiscal year ended December 
31, 1995; 

     (b) The Plan's Annual Report on Form 11-K for the fiscal year ended 
November 30, 1995;

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

     (d) Xerox' Current Reports on Form 8-K dated January 18, 1996, January 
24, 1996, September 11, 1996, October 31, 1996 and January 22, 1997; 

     (e) The description of Xerox' Shareholders Rights Plan and the Rights 
Agreement dated as of April 6, 1987, as amended and restated as of February 6, 
1989, between Xerox 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 Xerox' 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 of Xerox (the "Preferred Stock Purchase Rights"); 
and

     (f) The description of Xerox Common Stock contained in Xerox' 
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 Xerox Common 
Stock and Preferred Stock Purchase Rights.

     All documents filed by Xerox and the Plan 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 Xerox' 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)(a)      Opinion of Martin S. Wagner, Esq.
    (b)      The registrant hereby undertakes that it will submit or has 
             submitted the Plan and any amendment thereto to the Internal 
             Revenue Service ("IRS") in a timely manner and has made or will 
             make all changes required by the IRS in order to qualify the 
             Plan.
(23)(a)      Consent of Independent Auditors.
    (b)      Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(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 19th day of February, 1997.

                                       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 February 19, 1997.

        (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:
B. R. INMAN              )
ANTONIA AX:SON JOHNSON   )
RALPH S. LARSEN          )
JOHN D. MACOMBER         ) *
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

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


     The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the plan 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 19th day of February, 1997.

                                       XEROX CORPORATION PROFIT SHARING 
                                       AND SAVINGS PLAN (Plan)

                                       By: /s/ PATRICIA M. NAZEMETZ
                                           --------------------------
                                           Patricia M. Nazemetz
                                           Plan Administrator
[{"type": "S-8", "sequence": "1", "description": "XEROX CORPORATION FORM S-8 SPSP", "secsgml_size_bytes": 15421}]
{"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": "333-22059", "film-number": "97539017"}, "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 February 19, 1997

                                                  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 Profit Sharing and Savings 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(1)     per share(2) price(2)      fee
----------------------------------------------------------------------------
Common Stock, 6,874,636 shares  $55.38       $380,717,342  $115,369
$1 par value
============================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as 
amended (the "Securities Act"), this Registration Statement also covers an 
indeterminate amount of interests to be offered or sold pursuant to the Xerox 
Corporation Profit Sharing and Savings Plan (the "Plan").

(2) Estimated using the average of the high and low prices for Xerox 
Corporation Common Stock on the New York Stock Exchange on February 11, 1997 
solely for purposes of determining the registration fee pursuant to Rule 
457(h)(1) and Rule 457(c) under the Securities Act.

        PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Each of Xerox Corporation ("Xerox" or the "Company") and the Plan 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) Xerox' Annual Report on Form 10-K for the fiscal year ended December 
31, 1995; 

     (b) The Plan's Annual Report on Form 11-K for the fiscal year ended 
November 30, 1995;

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

     (d) Xerox' Current Reports on Form 8-K dated January 18, 1996, January 
24, 1996, September 11, 1996, October 31, 1996 and January 22, 1997; 

     (e) The description of Xerox' Shareholders Rights Plan and the Rights 
Agreement dated as of April 6, 1987, as amended and restated as of February 6, 
1989, between Xerox 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 Xerox' 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 of Xerox (the "Preferred Stock Purchase Rights"); 
and

     (f) The description of Xerox Common Stock contained in Xerox' 
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 Xerox Common 
Stock and Preferred Stock Purchase Rights.

     All documents filed by Xerox and the Plan 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 Xerox' 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)(a)      Opinion of Martin S. Wagner, Esq.
    (b)      The registrant hereby undertakes that it will submit or has 
             submitted the Plan and any amendment thereto to the Internal 
             Revenue Service ("IRS") in a timely manner and has made or will 
             make all changes required by the IRS in order to qualify the 
             Plan.
(23)(a)      Consent of Independent Auditors.
    (b)      Consent of Martin S. Wagner, Esq. (see Exhibit 5(a)).
(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 19th day of February, 1997.

                                       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 February 19, 1997.

        (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:
B. R. INMAN              )
ANTONIA AX:SON JOHNSON   )
RALPH S. LARSEN          )
JOHN D. MACOMBER         ) *
N. J. NICHOLAS, JR.      )
JOHN E. PEPPER           )
MARTHA R. SEGER          )
THOMAS C. THEOBALD       )

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

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, 
the plan 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 19th day of February, 1997.

                                       XEROX CORPORATION PROFIT SHARING 
                                       AND SAVINGS PLAN (Plan)

                                       By: /s/ PATRICIA M. NAZEMETZ
                                           --------------------------
                                           Patricia M. Nazemetz
                                           Plan Administrator