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):
                      January 22, 1997




                     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
 incorporation)                              No.)


                   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

Sale of Coregis

On January 23, 1997, Registrant announced separate 
agreements to sell the Coregis Group, Inc. ("Coregis") and 
the Apprise Corp. ("Apprise") subsidiaries of Talegen 
Holdings, Inc. ("Talegen").

The Coregis agreement calls for a unit of GE Capital 
Corporation to acquire the stock of Coregis for total 
consideration of $375 million in cash and $75 million 
assumption of debt. The consideration is in excess of book 
value and is consistent with the estimated value for the 
unit when Registrant discontinued insurance operations in 
1995. The transaction is subject to customary closing 
conditions and regulatory approvals.

Coregis is based in Chicago and has 470 employees. It is a 
leading writer of commercial property and casualty insurance 
programs for public entities, selected classes of licensed 
or certified professionals and other specific market niches 
throughout the U.S.  In 1996, Coregis had gross written 
premiums of $423 million and an estimated year-end 
policyholders surplus of $271 million.

In an unrelated transaction, Andersen Consulting agreed to 
acquire the assets of Apprise and enter into separate multi-
year information technology service agreements with each of 
the seven Talegen companies and two other companies already 
serviced by Apprise. The financial terms of this transaction 
were not disclosed. Apprise is an independent information 
technology services vendor for the property/casualty 
insurance industry and has headquarters in Parsippany, N.J.

Registrant announced in 1993 that it would disengage from 
the financial services business and focus exclusively on its 
core document processing business. Four insurance companies 
and two service groups remain for sale. Talegen is wholly 
owned by Xerox Financial Services, Inc., a subsidiary of 
Registrant.

Dividend Increase

On January 22, 1997, Registrant's board of directors 
declared a 10 percent increase in the dividend on 
Registrant's common stock.  Effective with the dividend 
payable April 1, the quarterly dividend will increase from 
29 cents to 32 cents, or an annual rate of $1.28, to 
shareholders of record March 7.


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                        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:   January 24, 1997

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