April 11, 2019

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

       Re: Xerox Corporation
           Form 10-K for the fiscal year ended December 31, 2018
           Filed February 25, 2019
           File No. 001-04471

Dear Mr. Visentin:

       We have reviewed your filing and have the following comment.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Form 10-K for the fiscal year-ended December 31, 2018

Notes to Consolidated Financial Statements
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies
Prior Period Adjustments , page 65

1.    Your disclosure indicates that in third quarter 2018, you determined that
the Pension
      Benefit Obligation for your UK funded pension plan at December 31, 2017
was overstated
      by approximately GBP 40 million (approximately USD $53 million or $43
million after-
      tax). You further state that the error was the result of the plan
administrator under-
      reporting benefit payments. Additionally, on page 41, you appear to
indicate that this is a
      $43 million out-of-period adjustment related to actuarial gains. Please
provide us with a
      detailed description of this transaction, including a reconciliation to
explain the apparent
      difference between these two statements. Also provide us with your
detailed analysis
      under SAB 99 and SAB 108 substantiating how you determined that this $43
million
      adjustment is not material for any interim or annual period previously
issued or to the
      2018 annual financial statements and does not warrant a restatement.
 Giovanni Visentin
Xerox Corporation
April 11, 2019
Page 2

        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.

        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 Corporation
                                                          and Services
April 11, 2019 Page 2
cc:       Timothy M. Fesenmyer, Esq.
FirstName LastName