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 18, 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
 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

Registrant today announced agreements to sell all of the 
remaining insurance units of Talegen Holdings, Inc., the 
property/casualty insurance group, a wholly-owned indirect 
subsidiary of Registrant ("Talegen"), for a total of $2.7 
billion to investor groups led by Kohlberg Kravis Roberts & 
Co. and existing management. Consideration will consist of 
cash, securities, performance-based instruments and the 
assumption of Talegen debt. 

The agreements were approved by Registrant's board of 
directors in a special meeting Wednesday and are subject to 
regulatory approvals and customary buyer financing and 
closing conditions.

Registrant announced in January 1993 that it would disengage 
from its insurance and other financial services businesses.  
The sales of the Talegen units will, on closing, effectively 
complete Registrant's strategy to exit financial services. 
These transactions will significantly reduce Registrant's 
debt, strengthen Registrant's financial position and allow 
Registrant to focus its resources on its core document 
processing business.

The sales, expected to close in the middle of this year, 
will consist of two concurrent transactions totaling $2.7 
billion:

- --  for the four Talegen insurance operating units and 
    related service companies: approximately $1.3 billion in 
    cash, $450 million in preferred stock in a new company 
    formed by the KKR group and $360 million of debt to be 
    assumed or refinanced by the buyers, and; 
 
- --  for The Resolution Group, the unit that manages 
    Talegen's run-off businesses: approximately $150 million 
    in cash and $462 million in performance-based 
    instruments issued by another company formed by the KKR 
    group.

Registrant will continue to provide excess-of-loss 
reinsurance through Ridge Reinsurance Limited ("Ridge Re") 
to the Talegen units, unchanged from coverage in place since 
1992. Ridge Re is a wholly-owned indirect subsidiary of 
Registrant that provides reinsurance coverage to current and 
former Talegen units.

In a separate transaction, Registrant announced an agreement 
to sell the remaining portion of First Quadrant Corporation, 
an asset management subsidiary of Talegen, to Affiliated 
Managers Group ("AMG"). This transaction, expected to close 
in the first quarter, is also subject to regulatory 
approvals and customary closing conditions. AMG, located in 
Boston, is a private holding company with investment 
affiliates.

In connection with the Talegen sales, Registrant will record 
an after-tax charge of approximately $1.5 billion for the 
fourth quarter of 1995, consisting of a non-cash loss on the 
sales of approximately $975 million and $525 million 
primarily to cover additional Talegen loss reserves and all 
estimated future expenses associated with the excess-of-loss 
reinsurance coverage to Talegen. Effective with the issuance 
of the 1995 financial statements, insurance operations, 
including the $1.5 billion charge, will be treated as 
discontinued operations and all prior periods will be 
restated.

                          -- 2 --

  

The insurance operations being sold consist of five 
independent insurance groups and three insurance-related 
service companies. In 1995, Registrant sold three Talegen 
units: Constitution Reinsurance Corporation for $421 
million; Viking Insurance Company of Wisconsin for $103 
million; and the insurance segment of First Quadrant. 
Including these sales, Registrant will have received a total 
of $3.3 billion for Talegen.


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

                        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 18, 1996

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