8-A12B/A

 
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                           FORM 8-A/A AMENDMENT NO. 1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                               XEROX CORPORATION
             (Exact Name of Registrant as specified in its Charter)

            New York                                   16-0468020
  (State of incorporation or organization)          (I.R.S. Employer 
                                                   Identification No.)

     P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut  06904-1600
              (Address of principal executive offices)          (zip code)
 
If this Form relates to the registration of a class of debt securities 
and is effective upon filing pursuant to General Instruction A(c)(1) 
please check the following box.  / /

If this Form relates to the registration of a class of debt securities 
and is to become effective simultaneously with the effectiveness of a 
concurrent registration statement under the Securities Act of 1933 
pursuant to General Instruction A(c)(2) please check the following box. / /
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                       Name of Each Exchange on Which
to be so Registered                       Each Class is to be Registered
- --------------------                      ------------------------------

Rights to Purchase Series A               New York Stock Exchange
Cumulative Preferred Stock                Chicago Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)

Pursuant to the resolutions adopted on January 25, 1999, the Board of 
Directors of Xerox Corporation (the "Company") declared a two-for-one stock 
split (the "Stock Split") on the Company's Common Stock, par value $1.00 
per share ("Common Stock"). The Stock Split will be effected in the form of 
a 100% stock dividend to be distributed on or about February 23, 1999 to the 
holders of record of Common Stock, as of 5 p.m., E.S.T., February 4, 1999, 
and an equivalent distribution upon treasury shares of the same class, such 
shares so distributed to also constitute treasury shares. In order to reflect 
the effects of the Stock Split on the Rights described below, Item 1 of 
the Company's Registration Statement on Form 8-A filed with the Securities 
and Exchange Commission (the "Commission") on April 7, 1997 is hereby amended 
and restated in its entirety as follows:

Item 1.  Description of Securities to be Registered.

                             DESCRIPTION OF RIGHTS

Dividend of Rights to Purchase Preferred Stock
- ----------------------------------------------

     On April 7, 1997, the Board of Directors of Xerox Corporation (the 
"Company") declared a dividend distribution of one right (the "Right") for 
each outstanding share of common stock, par value $1.00 per share, of the 
Company (the "Common Stock") to shareholders of record at the close of 
business on April 16, 1997 (the "Record Date").  Each Right entitles the 
registered holder to purchase from the Company one three-hundredth of a share 
of a series of cumulative preferred stock of the Company designated Series A 
Cumulative Preferred Stock (the "Preferred Stock"), at a price of $250.00 
(the "Purchase Price"), subject to adjustment.  The description and terms of 
the Rights are set forth in a Rights Agreement (the "Rights Agreement") 
between the Company and The First National Bank of Boston, as Rights Agent 
(the "Rights Agent").

     The Rights replaced the cumulative preferred stock purchase rights (the 
"Old Rights") issued pursuant to a Rights Agreement dated as of April 6, 
1987, as amended and restated as of February 6, 1989, between the Company 
and The Chase Manhattan Bank, N.A. (as successor to Chase Lincoln First Bank, 
N.A.), as Rights Agent (the "Old Rights Agreement").  The Old Rights 
Agreement and the Old Rights expired at the close of business on April 16, 
1997 pursuant to the terms thereof. Upon effectiveness of the Stock Split, 
the number of Rights associated with each share of Common Stock will be 
adjusted to a fractional one-half of one Right.

Distribution of the Rights; Rights Certificates
- -----------------------------------------------

     Until the Distribution Date (or earlier redemption or expiration of the 
Rights), which is defined below, the Rights will be evidenced, with respect 
to any of the Common Stock certificates outstanding prior to the Distribution 
Date, by such Common Stock certificates.  Until the Distribution Date, (or 
earlier redemption or expiration of the Rights), (i) the Rights will be 
transferred with and only with the Common Stock, (ii) new Common Stock 
certificates issued after the Record Date upon transfer, replacement or new 
issuance of Common Stock will be deemed to be issued with Rights and will 
contain a notation incorporating the Rights Agreement by reference and (iii) 
the surrender for transfer of any certificate for Common Stock will also 
constitute the transfer of the Rights associated with the Common Stock 
represented by such certificate.

     As soon as practicable following the Distribution Date, separate 
certificates evidencing the Rights ("Rights Certificates") will be mailed 
to holders of record of the Common Stock as of the close of business on the 
Distribution Date.  From and after the Distribution Date, such separate 
Rights Certificates alone will evidence the Rights.  Except as otherwise 
determined by the Board of Directors, and except in connection with the 
exercise of employee stock options, any other issuance of Common Stock with 
respect to awards outstanding under employee benefit plans outstanding on 
the Distribution Date and in connection with the conversion of convertible 
securities issued after April 7, 1997, only Common Stock issued prior to the 
Distribution Date will be issued with Rights.

Definition of Distribution Date
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     "Distribution Date" shall mean the earlier to occur of (i) 10 business 
days following the date of a public announcement that a person, together 
with persons affiliated or associated with it, has acquired beneficial 
ownership of 20% or more of the outstanding Common Stock or (ii) 10 business 
days following the earlier of the commencement of, or the first public 
announcement of the intent to commence, a tender offer or exchange offer by a 
person other than the Company if, upon consummation of the offer, such 
person, together with persons affiliated or associated with it, would be the 
beneficial owner of 20% or more of the outstanding Common Stock.

Exercise and Expiration of the Rights
- -------------------------------------

     The Rights are not exercisable until the Distribution Date.  The Rights 
will expire at the close of business on April 16, 2007 (the "Final Expiration 
Date"), unless earlier redeemed or exchanged by the Company as described 
below.

Adjustment of the Purchase Price
- --------------------------------

     The Purchase Price payable and the number of and kind of shares of 
Preferred Stock or other securities or property issuable upon exercise of 
the Rights are subject to adjustment from time to time to prevent dilution 
(i) in the event of a stock dividend on, or a subdivision, combination or 
reclassification of, the Preferred Stock, (ii) upon the grant to holders of 
the Preferred Stock of certain rights, options or warrants to subscribe for 
Preferred Stock (or shares having the same rights, privileges and 
preferences as the shares of Preferred Stock) at less than the current 
market price of the Preferred Stock or (iii) upon the distribution to 
holders of the Preferred Stock of evidences of indebtedness, securities, 
cash or assets (excluding regular periodic dividends out of earnings or 
retained earnings) or of subscription rights or warrants (other than those 
referred to above).  With certain exceptions, no adjustment in the Purchase 
Price will be required until cumulative adjustments require an adjustment of 
at least 1% in the Purchase Price.  No fractional shares of Preferred Stock 
will be issued upon the exercise of any Right or Rights (other than fractions 
which are integral multiples of one three-hundredth of a share of Preferred 
Stock), and in lieu thereof an adjustment in cash will be made based on the 
current market price of the Preferred Stock on the last trading day prior to 
the date of exercise.

Effect of a Triggering Event
- ----------------------------

     Any of the events described in the succeeding second and fourth 
paragraphs are defined as a "Triggering Event."

     "Acquiring Person" shall mean any person who constitutes an "Interested 
Shareholder" as defined in Section 912 of the New York Business Corporation 
Law, in effect from time to time, (generally defined to include any person 
who or which, together with all persons affiliated or associated with it, 
shall be the beneficial owner of 20% or more of the shares of Common Stock 
then outstanding), but shall not include the Company, any subsidiary of the 
Company, any employee benefit plan of the Company or of any subsidiary of 
the Company, or any person or entity organized, appointed or established by 
the Company for or pursuant to the terms of any such plan.

     In the event that a person, together with persons affiliated or 
associated with it, becomes an Acquiring Person (except pursuant to an 
offer for all outstanding shares of Common Stock that the independent 
directors determine to be fair and adequate to shareholders and otherwise 
in the best interests of the Company and its shareholders or as a result 
of repurchases of stock by the Company or certain inadvertent actions by 
institutional or certain other shareholders), proper provision shall be 
made so that each holder of a Right, except as provided below, shall 
thereafter have the right to receive, upon exercise thereof, Common Stock 
(or, in certain circumstances as determined by the Company, other 
securities, cash, or other property) having a value of two times the 
Purchase Price.  Notwithstanding any of the foregoing, following the 
occurrence of the event set forth in this paragraph, all Rights that are, 
or (under certain circumstances set forth in the Rights Agreement) were, 
beneficially owned by any Acquiring Person (or by certain related parties 
and transferees) will be null and void.  Rights are not exercisable 
following the occurrence of the event set forth above until such time as 
the Rights are no longer redeemable by the Company, as set forth below.

     For example, at an exercise price of $250.00 per Right, each Right 
not owned by an Acquiring Person (or by certain related parties and 
transferees) following an event set forth in the preceding paragraph, 
would entitle its holder to purchase $500.00 worth of Common Stock (or 
other consideration, as noted above) for $250.00.  Assuming that the 
Common Stock had a per share value of $62.50 at such time, the holder of 
each valid Right would be entitled to purchase 8 shares of Common Stock 
for $500.00.

     In the event that, at any time following the Stock Acquisition Date, 
which is defined below, (i) the Company is acquired in a merger or other 
business combination transaction in which the Company is not the surviving 
corporation (other than a merger which follows an offer described in the 
second preceding paragraph), or (ii) fifty percent (50%) or more of the 
Company's assets, cash flow or earning power is sold or transferred, 
proper provision shall be made so that each holder of a Right (other than 
Rights that theretofore become null and void as described in the second 
preceding paragraph) shall thereafter have the right to receive, upon 
exercise thereof, common stock of the acquiring company having a value 
equal to two times the exercise price of the Right.

Redemption of the Rights
- ------------------------

     At any time until the close of business on the tenth business day 
following the date of a public announcement that a person has become an 
Acquiring Person (the "Stock Acquisition Date"), the Company may redeem 
all, but not less than all, the then outstanding Rights at a redemption 
price of $.01 per Right (the "Redemption Price").  Immediately upon the 
action of the Board of Directors of the Company ordering redemption of the 
Rights, the Rights will terminate and the only right of the holder of 
Rights will be to receive the Redemption Price.  The foregoing 
notwithstanding, the Rights generally may not be redeemed for one hundred 
and twenty (120) days following a change in the majority of the Board of 
Directors of the Company as a result of a proxy contest.

Exchange of the Rights
- ----------------------

     At any time after the acquisition by a person or group of affiliated 
or associated persons of beneficial ownership of 20% or more of the 
outstanding shares of Common Stock and prior to the acquisition by such 
person or group of 50% or more of the outstanding shares of Common Stock, 
the Board of Directors may exchange the Rights (other than Rights owned by 
such person or group which have become void), in whole or in part, at an 
exchange ratio of one share of Common Stock, or one three-hundredth of a 
share of Preferred Stock (or of a share of a class or series of the 
Company's preferred stock having equivalent rights, preferences and 
privileges), per Right (subject to adjustment).

Amendment of the Rights Agreement
- ---------------------------------

     Any of the provisions of the Rights Agreement may be amended by the 
Board of Directors of the Company prior to the Distribution Date.  
Thereafter, the provisions of the Rights Agreement may be amended by the 
Board of Directors of the Company in order to (i) cure any ambiguity, (ii) 
shorten or lengthen any time period under the Rights Agreement, or (iii) 
make changes that will not adversely affect the interests of the holders of 
Rights; provided such lengthening is for the purpose of protecting, 
enhancing or clarifying the rights of, and/or the benefits to, the holders 
of Rights, and further; provided, that no amendment may be made at such time 
as the Rights are not redeemable.

Exercise of the Right entitles the Right holder to the rights of a 
shareholder
- -----------------------------------------------------------------------------

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the 
right to vote or to receive dividends.  While the distribution of the Rights 
will not be taxable to shareholders or to the Company, shareholders may, 
depending on the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Common Stock (or other consideration) of 
the Company or for common stock of the acquiring company as set forth above.

Copy of the Rights Agreement available
- --------------------------------------

     A copy of the Rights Agreement has been filed with the Securities and 
Exchange Commission as an Exhibit to a Current Report on Form 8-K dated 
April 7, 1997.  A copy of the Rights Agreement will be available free of 
charge from the Company.  This summary description of the Rights does not 
purport to be complete and is qualified in its entirety by reference to the 
Rights Agreement, which is incorporated herein by reference.

     As of December 31, 1998, there were 328,597,847 shares of Common Stock 
issued, of which 328,393,288 shares were then outstanding.  Also as of such 
date, there were 663,966,516 authorized but unissued shares of Common Stock, 
of which 57,640,196 shares were held in reserve for issuance in connection 
with (i) conversion of Convertible Subordinated Debentures due 2018, (ii) 
conversion of notes due in 2014, (iii) various executive incentive plans, 
(iv) employees' stock option and similar plans, (v) exchange of non-voting 
exchangeable Class B Shares of Xerox Canada Inc., a majority-owned 
subsidiary of the Company ("XCI"), and exercise of rights granted under 
XCI's Executive Rights Plan and (vi) conversion of the Series B Convertible 
Preferred Stock held by the Trustee for the Company's Employee Stock 
Ownership Plan. 1,500,000 shares of Preferred Stock have been reserved for 
issuance upon exercise of the Rights.

     The Rights have certain anti-takeover effects.  The Rights will cause 
substantial dilution to a person or group that attempts to acquire the 
Company without conditioning the offer on a substantial number of Rights 
being acquired.  In general, the Rights should not interfere with any 
merger or other business combination approved by the Board of Directors of 
the Company since the Board of Directors generally may, at its option, 
redeem at any time until the close of business on the Stock Acquisition 
Date, all, but not less than all, the then outstanding Rights at the 
Redemption Price.

Item 2.  Exhibits.

Exhibit No.  Description
- -----------  ------------

(1)          Restated Certificate of Incorporation of the Company filed by
             the Department of State of New York on October 29, 1996 
             (incorporated by reference to Exhibit 3(a)(1) to the Company's 
             Quarterly Report on Form 10-Q for the Quarter Ended September 
             30, 1996).
 
(2)          By-Laws of the Company, as amended through January 25, 1999 
             (incorporated by reference to Exhibit (2) to the Company's  
             Registration Statement, Amendment 4 on Form 8-A filed with the 
             Commission on 23, 1999).

(3)          Form of Rights Agreement dated as of April 7, 1997, between 
             the Company and The First National Bank of Boston, as Rights 
             Agent, which includes as Exhibits A and B thereto the Form of 
             Rights Certificate and the Summary of Rights to Purchase 
             Preferred Stock, respectively (incorporated by reference to 
             Exhibit 4.10 to the Company's Current Report on Form 8-K dated 
             April 7, 1997).

(4)          Press Release dated April 7, 1997 (incorporated by reference to 
             Exhibit (4) to the Company's Registration Statement on Form 8-A 
             filed with the Commission on April 7, 1997).

(5)          Form of Certificate of Adjustment to be dated on or about
             February 23, 1999.

                                 SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant has duly caused this registration statement to 
be signed on its behalf by the undersigned, thereunto duly authorized.

                                       XEROX CORPORATION (Registrant)

                                       By:   /s/  Martin S. Wagner
                                           --------------------------
                                           Name:  Martin S. Wagner
                                           Title: Assistant Secretary
Date:  January 26, 1999

EX-99

                               EXHIBIT INDEX

Exhibit No.                     Description
- -----------                     ------------

(1)          Restated Certificate of Incorporation of the Company filed by
             the Department of State of New York on October 29, 1996 
             (incorporated by reference to Exhibit 3(a)(1) to the Company's 
             Quarterly Report on Form 10-Q for the Quarter Ended September 
             30, 1996).
 
(2)          By-Laws of the Company, as amended through January 25, 1999 
             (incorporated by reference to Exhibit (2) to the Company's  
             Registration Statement, Amendment 4 on Form 8-A dated February 
             23, 1999).

(3)          Form of Rights Agreement dated as of April 7, 1997, between 
             the Company and The First National Bank of Boston, as Rights 
             Agent, which includes as Exhibits A and B thereto the Form of 
             Rights Certificate and the Summary of Rights to Purchase 
             Preferred Stock, respectively (incorporated by reference to 
             Exhibit 4.10 to the Company's Current Report on Form 8-K dated 
             April 7, 1997).

(4)          Press Release dated April 7, 1997 (incorporated by reference to 
             Exhibit (4) to the Company's Registration Statement on Form 8-A 
             filed with the Commission on April 7, 1997).

(5)          Form of Certificate of Adjustment to be dated on or about
             February 23, 1999.

EX-5

                              XEROX CORPORATION

                     Form of Certificate of Adjustment
 
 
The undersigned, Eunice M. Filter, Vice President, Treasurer and Secretary 
of Xerox Corporation, a New York corporation (the "Company"), DOES HEREBY 
CERTIFY pursuant to Section 12 of the Rights Agreement, dated as of April 
7, 1997, between the Company and The First National Bank of Boston, as 
Rights Agent (the "Rights Agreement"), that:
 
I.  Statement of Facts.
 
     On January 25, 1999, the Board of Directors of the Company declared a 
two-for-one split on the shares of the Company's Common Stock, par value 
$1.00 per share ("Common Stock"), to be effected in the form of a 100% 
stock distribution on or about February 23, 1999 to the holders of record 
of Common Stock as of 5 p.m., E.S.T., February 4, 1999 and an equivalent 
distribution on treasury shares of the same class.
 
II.  Adjustments Pursuant to Rights Agreement.
 
     Pursuant to the provisions of Section 11(p) of the Rights Agreement, 
effective as of 5 p.m., E.S.T., February 23, 1999, one-half of one Right 
(as defined in the Rights Agreement) shall be associated with each share of 
Common Stock. 
 
     IN WITNESS WHEREOF, I have hereunto set my hand as of the 23rd day of 
February, 1999.
 
                            XEROX CORPORATION

                            By      /s/ EUNICE M. FILTER
                            ----------------------------------------------
                            Name:  Eunice M. Filter
                            Title: Vice President, Treasurer and Secretary