April 11, 2019

Giovanni Visentin
Chief Executive Officer
Xerox Holdings Corporation
P.O. Box 4505, 201 Merritt 7
Norwalk, CT 06851-1056

       Re: Xerox Holdings Corporation
           Registration Statement on Form S-4
           Filed March 15, 2019
           File No. 333-230342

Dear Mr. Visentin:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

Proposal 1- Approval of the Holding Company Reorganization
Preferred Stock, page 21

1.     You indicate that Xerox Holdings Series A Preferred Stock will have the
same
       designations, rights, powers and preferences, and same qualifications,
limitations and
       restrictions as the existing shares of Xerox Corp. Series B Preferred
Stock, except for the
       addition of 1-for-10 voting rights. Please provide a brief description
of how the rights of
       Xerox Holdings Series A Preferred Stock holders, which will initially
only consist
       of Darwin Deason, will differ from common stockholders, including the
dividend,
       redemption or conversion rights.
 Giovanni Visentin
Xerox Holdings Corporation
April 11, 2019
Page 2
Background of the Holding Company Reorganization, page 23

2.    Please expand your background of the holding company reorganization
transaction
      discussion to provide more details of the strategic growth opportunities
that senior
      management and the board were evaluating since December 2018 to the
extent material.
3.    Please clarify whether the Fuji Xerox Co. Ltd. ("Fuji Xerox") joint
venture between
      Xerox Corp. and Fuji Photofilm Co., Ltd ("Fuji") and the related 2001
Joint Enterprise
      Contract had a material impact on your proposed holding company
structure.
Reasons for the Holding Company Reorganization, page 24

4.    Please clarify how the proposed holding company structure will provide
Xerox Corp. with
      the flexibility to develop and realize a range of strategic growth
opportunities.
5.    Please clarify whether the reorganization transaction requires the
approval of Fuji or Fuji
      Xerox pursuant to the 2001 Joint Enterprise Contract. To the extent there
is a risk that the
      reorganization transaction may result in a termination or partial
termination by Fuji as a
      result of a change in control provision or any other reason, please
clarify such risk and
      describe the provisions of the 2001 Joint Enterprise Contract that may be
implicated.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Craig
Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.



                                                            Sincerely,

FirstName LastNameGiovanni Visentin                         Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NameXerox Holdings Corporation
                                                            and Services
April 11, 2019 Page 2
cc:       Timothy M. Fesenmyer, Esq.
FirstName LastName