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):
                       April 7, 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 5 pages.

   



                Forward-Looking Statements

This Current Report on Form 8-K contains statements which are 
deemed to be "forward-looking" within the meaning of the Private 
Securities Litigation Reform Act of 1995 ("Litigation Reform 
Act").  These forward-looking statements and other information 
relating to Registrant are based on the beliefs of management as 
well as assumptions made by and information currently available 
to management.

The word "will" is intended to identify forward-looking statements.  
Such statements reflect the current views of Registrant with 
respect to future events and are subject to certain risks, 
uncertainties and assumptions.  Should one or more of these 
risks or uncertainties materialize, or should underlying 
assumptions prove incorrect, actual results may vary materially 
from those described herein. Registrant does not intend to update these 
forward-looking statements.

In accordance with the provisions of the Litigation Reform Act, 
Registrant is making investors aware that such "forward-looking" 
statements, because they relate to future events, are by their 
very nature subject to many important factors which could cause 
actual results to differ materially from those contained in the 
"forward-looking" statements.  Such factors relevant to this 
Form 8-K include but are not limited to the following:

Competition - Registrant operates in an environment of significant 
competition, driven by rapid technological advances and the demands 
of customers to become more efficient.  There are a number of 
companies worldwide with significant financial resources which 
compete with Registrant to provide document processing products 
and services in each of the markets served by Registrant, some of 
whom operate on a global basis. Registrant's success in its 
future performance is largely dependent upon its ability to 
compete successfully in its currently-served markets and to 
expand into additional market segments.  

Transition to Digital - presently black and white light-lens copiers 
represent over half of Registrant's revenues.  This segment of the 
general office is mature with anticipated declining industry 
revenues as the market transitions to digital technology.  Some of 
Registrant's new digital products replace or compete with 
Registrant's current light-lens equipment.  Changes in the mix of 
products from light-lens to digital, and the pace of that change 
as well as competitive developments could cause actual results to 
vary from those expected.

Pricing - Registrant's ability to succeed is dependent upon its 
ability to obtain adequate pricing for its products and services 
which provide a reasonable return to shareholders.  Depending on 
competitive market factors, future prices Registrant can obtain 
for its products and services may vary from historical levels.

Financing Business - a significant portion of Registrant's profits 
arise from the financing of its customers' purchase of Registrant's 
equipment.  On average, 75 to 80 percent of equipment sales are 
financed through Registrant. Registrant's ability to provide such 
financing at competitive rates and realize profitable 



spreads is highly dependent upon its own costs of borrowing which, 
in turn, depend upon its credit ratings.  Significant changes in 
such ratings could reduce the profitability of such financing 
business and/or make Registrant's financing less attractive to 
customers thus reducing the volume of financing business done. 
Registrant's present credit ratings permit ready access to the 
credit markets.  There is no assurance that these credit ratings 
can be maintained and/or ready access to the credit markets can 
be assured.

Productivity - Registrant's ability to sustain and improve its 
profit margins is largely dependent on its ability to maintain 
an efficient, cost-effective operation.  Productivity improvements 
through process reengineering, design efficiency and supplier 
cost improvements are required to offset labor and materials 
cost inflation and competitive price pressures.

International Operations - Registrant derives approximately half 
its revenue from operations outside of the United States.  In 
addition, Registrant manufactures many of its products and/or 
their components outside the United States. Registrant's future 
revenue, cost and profit results could be adversely affected by 
a number of factors, including changes in foreign currency 
exchange rates, changes in economic conditions from country to 
country, changes in a country's political conditions, trade 
protection measures, licensing requirements and local tax issues.

New Products/Research and Development - the process of developing 
new high technology products and solutions is inherently complex 
and uncertain.  It requires accurate anticipation of customers' 
changing needs and emerging technological trends. Registrant must 
then make long-term investments and commit significant resources 
before knowing whether these investments will eventually result in 
products that achieve customer acceptance and revenues required to 
provide anticipated returns from these investments.

  


Item 5.   Other Events

         Registrant Announces Worldwide Restructuring

On April 7, 1998, Registrant announced a worldwide restructuring 
to enhance its competitive position and further align its cost 
structure with the demands of the digital world. Registrant will 
take an after-tax charge of approximately $1 billion against second 
quarter earnings to cover the costs of the program, which will 
include the elimination of about 9,000 jobs worldwide through 
voluntary reductions and layoffs; the closing and consolidation 
of facilities; and the write-down of certain assets.
	
"The markets we serve are growing strongly and transitioning 
rapidly to digital technologies," said Xerox Chairman and Chief 
Executive Officer Paul A. Allaire. "In the digital world, 
profitable revenue growth can only be assured by continuous 
significant productivity improvements in all operations and 
functions worldwide and we are determined to deliver these 
improvements."

"This restructuring is an important and integral part of 
implementing our strategy and ensuring that we maintain our 
leadership in the digital world," Allaire said. "The continued 
adverse currency and pricing climate underscores the importance 
of continuous and, in certain areas, dramatic productivity 
improvements."
 
"Xerox has accomplished what few other companies have -- foreseen, 
adapted to and led a major transformation in its market," said 
Xerox President and Chief Operating Officer G. Richard Thoman.  
"As our markets and customer needs continue to change, Xerox 
will continue to anticipate and lead.  We are focused on being 
the best in class in the digital world in all respects. To 
enhance our competitive position, we must be competitive in 
terms of the cost of our products and infrastructure, the 
speed of our response to the marketplace, the service we provide 
our customers and the breadth and depth of our distribution 
channels."

As a result of a six-month planning process involving 
more than 50 teams, Registrant will implement some 150 
specific projects. Among them:

- --  Streamline and rationalize worldwide manufacturing, 
logistics, distribution and service operations. For example, 
Registrant will centralize and consolidate U.S. parts depots 
and outsource storage and distribution.

- --  Move from country-centric operations in Europe to a more 
"pan-European" structure to provide more efficient customer 
support. Registrant will rationalize and consolidate functions 
and locations to reduce duplication and to increase speed of 
response to the marketplace.

- --  Overhaul administrative processes and associated resources 
to achieve significantly greater productivity and speed of 
implementation. For example, Registrant will close one of four 
geographically-organized U.S. customer administrative centers 
with the re-

  

maining three re-focused by customer segment, 
enabling improved customer support at lower cost.

When fully implemented, the ongoing pre-tax savings from the 
initiatives will be approximately $1 billion annually. Initially, 
more than half of the savings will be reinvested to implement 
process and systems changes in order to enable the restructuring, 
and in ongoing efforts to broaden and strengthen marketing 
programs and distribution channels to enhance revenue growth.  
Paybacks will be spread over three or four years, particularly 
in Europe where the process of implementation is more complex.

Sales, administrative and general expenses as a percentage of 
revenue will move from the high 20's to the low 20's over time, 
driven primarily by large reductions in overhead costs.  
Manufacturing and service productivity will also improve. 
These benefits will be somewhat offset by slightly lower gross 
margins overall due to the increasing proportion of Registrant's 
business conducted through indirect sales channels and 
outsourcing.

"This repositioning will strengthen us financially and enable 
strong cash generation," Allaire said. "We have strong business 
momentum. We have exciting market opportunities and excellent 
customer acceptance of our broad product line. These 
initiatives will underpin the consistent delivery of 
double-digit revenue growth and mid- to high teens 
earnings-per-share growth. This restructuring is another 
step in our sustained strategy to lead the digital document 
world and provide superior customer and shareholder value."



- ------------------------------------------------------------

                        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:  April 8, 1998

                           -- 2 --