SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 1996 XEROX CORPORATION (Exact name of registrant as specified in its charter) New York 1-4471 16-0468020 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 800 Long Ridge Road P. O. Box 1600 Stamford, Connecticut 06904-1600 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (203) 968-3000 This document consists of 3 pages. Item 5. Other Events Reference is made to the first paragraph in Note 10 of the Notes to Consolidated Financial Statements contained in the Form 10-Q of Registrant for the quarterly period ended September 30, 1996 relating to the lawsuit by two independent service organizations. Plaintiffs have filed an Expert Report pursuant to the Rules of the Court in which total damages are alleged to have been $138,340,297 (before trebling). In the complaint the plaintiffs had alleged damages in excess of $10 million. The Company denies any wrongdoing, denies the claimed damages and intends to vigorously defend the action. - 2 - - ------------------------------------------------------------------------------ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized. XEROX CORPORATION By: MARTIN S. WAGNER Assistant Secretary Dated: November 22, 1996 - 3 -