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 16, 1998




                     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 2 pages.

   

Item 5.   Other Events

Reference is made to the second paragraph of Note 9. "Litigation" 
in Registrant's Quarterly Report on Form 10-Q for the Quarter Ended 
September 30, 1997 regarding the action commenced by Barneyscan 
Corporation against Registrant, Pixelcraft, Inc., a wholly-owned 
subsidiary of Registrant, and three individuals.

The parties to this action have reached a settlement and the action 
has been dismissed with prejudice.  The terms of the settlement are 
not material to Registrant.

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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 20, 1998

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