8-A12B/A

 
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                           FORM 8-A/A AMENDMENT NO. 3

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

Common Stock,                             New York Stock Exchange
par value $1.00 per share                 Chicago Stock Exchange

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

                                     None
                               (Title of Class)


Item 1.  Description of Securities to be Registered.

     Item 1 of (i) the Registration Statement on Form 8-A filed with the 
Securities and Exchange Commission (the "Commission") on April 6, 1987, as 
amended by Amendment No. 1 thereto on Form 8 filed with the Commission on 
February 6, 1989, as amended and restated by Amendment No. 2 thereto on Form 
8-A filed with the Commission on June 4, 1996, and (ii) the Registration 
Statement on Form 8-A filed with the Commission on February 23, 1990, as 
amended by Amendment No. 1 thereto on Form 8 filed with the Commission on 
March 8, 1990, as amended and restated by Amendment No. 2 thereto on Form 8-A 
filed with the Commission on June 4, 1996, is hereby further amended and 
restated in its entirety as follows:

                          DESCRIPTION OF COMMON STOCK

     Certain statements under this heading are summaries of the provisions 
with respect to common stock, par value $1.00 per share (the "Common Stock"), 
of Xerox Corporation (the "Company") contained in the Company's Restated 
Certificate of Incorporation.  Such summaries do not purport to be complete 
and are qualified in their entirety by reference to the Company's Restated 
Certificate of Incorporation, which is incorporated herein by reference.

Authorized shares, issued and outstanding shares, and reserved shares
- ---------------------------------------------------------------------

     The Company has the authority to issue 1,050,000,000 shares of Common 
Stock.  As of March 31, 1997, there were 325,902,324 shares of Common Stock 
issued, of which 323,661,155 shares were then outstanding.  Also as of such 
date, there were 724,097,676 authorized but unissued shares of Common Stock, 
of which 55,500,507 shares were held in reserve for issuance in connection 
with (i) conversion of notes due in 2014, (ii) various executive incentive 
plans of the Company, (iii) employees' stock option and similar plans, (iv) 
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 (v) conversion of the 
Series B Convertible Preferred Stock held by the Trustee for the Company's 
Employee Stock Ownership Plan (the "Series B Convertible Preferred Stock").

Dividend rights and restrictions
- --------------------------------

     The holders of Common Stock are entitled to dividends as and when 
declared by the Board of Directors out of the net assets of the Company 
legally available therefor and there are no restrictions on the purchase or 
redemption of such stock by the Company under its charter or by-laws or any 
instrument to which it is a party, provided all dividends for past periods and 
the dividends for the current quarter on any outstanding cumulative preferred 
stock and retirement, purchase or sinking fund requirements thereon, if any, 
have been paid or provided for, and subject further to the restrictions 
referred to below.

Voting rights and noncumulative voting
- --------------------------------------

     The holders of Common Stock possess voting rights for all purposes equal 
with Series B Convertible Preferred Stock, one vote per share, subject, 
however, to the right of the holders of any outstanding Cumulative Preferred 
Stock of the Company, including the Series B Convertible Preferred Stock, if 
six quarterly dividends thereon are in default, to elect, voting as a class, 
two members of the Board of Directors of the Company, which right continues 
until such default is cured.  Certain mergers and consolidations, sales, 
leases and pledges of assets are restricted by the provisions relating to 
several of the Company's debt securities and credit agreements to which the 
Company is a party.  In addition, the separate vote or consent of the holders 
of any outstanding Cumulative Preferred Stock of the Company, including the 
Series B Convertible Preferred Stock, may be required to authorize certain 
corporate action. Since the Common Stock does not have cumulative voting 
rights, if they choose to do so, the holders of more than 50% of the Common 
Stock and Series B Convertible Preferred Stock can elect all of the Directors 
and the holders of the remaining shares cannot elect any Directors.

Liquidation rights
- ------------------

     Upon the dissolution, liquidation or winding up of the Company, after the 
payment in full of all preferential amounts to which the holders of 
outstanding shares of all classes of stock having prior rights shall be 
entitled, the remainder of the assets available for distribution to 
shareholders will be distributed ratably among the holders of shares of Common 
Stock.

Preemptive rights
- -----------------

     Holders of Common Stock do not possess preemptive rights as to any class 
of the Company's stock or as to any other securities of the Company.

Liability to further calls or assessments
- -----------------------------------------

     The outstanding Common Stock is fully paid and nonassessable.

Shareholder Rights Plan
- -----------------------

     On April 7, 1997, the Board of Directors of the Company approved a Rights 
Agreement (the "Rights Agreement") between the Company and The First National 
Bank of Boston, as Rights Agent (the "Rights Agent") and declared a dividend 
distribution of one Right for each outstanding share of Common Stock to 
shareholders of record at the close of business on April 16, 1997 (the "Record 
Date").  The Rights replace 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 are scheduled to expire at the close of business on April 
16, 1997 pursuant to the terms thereof.

     Until the Distribution Date (or earlier redemption or expiration of the 
Rights), which is defined below, the Rights will not be exercisable, will not 
have any voting rights and will trade with the Common Stock. "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.  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; provided that the Company is required to make the 
necessary and appropriate rounding adjustments so that Rights Certificates 
representing only whole numbers of Rights are distributed, and cash is paid in 
lieu of any fractional Rights.  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.

     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. 
If an Acquiring Person (as defined below) acquires the Company in a 
transaction in which the Company and its Common Stock survive, the Rights 
(other than the Rights beneficially owned by the Acquiring Person or by 
certain related parties and transferees) will entitle the holder thereof, upon 
payment of the then current Purchase Price, to purchase 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.  If certain 
types of mergers, sales of assets or other business combinations involving the 
Company occur after the Rights become exercisable, the Rights (other than the 
Rights beneficially owned by the Acquiring Person or by certain related 
parties and transferees) will entitle the holder thereof, upon payment of the 
then current Purchase Price, to purchase common stock of the acquiring company 
having a value of two times the Purchase Price.  Notwithstanding the 
foregoing, 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).  "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).

     At any time until the close of business on the 10th business day 
following the date of a public announcement that a person has become an 
Acquiring Person, the Company may redeem all, but not less than all, the then 
outstanding Rights at a redemption price of $.01 per Right.  The foregoing 
notwithstanding, the Rights generally may not be redeemed for 120 days 
following a change in the majority of the Board of Directors of the Company as 
a result of a proxy contest.

     The Rights Agreement may be amended by the Board of Directors of the 
Company prior to the Distribution Date.  Thereafter, 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.  The Rights will expire at the 
close of business on April 16, 2007, unless earlier redeemed or exchanged by 
the Company.

     A copy of the Rights Agreement has been filed with the 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.  The 
foregoing 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.

     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 May 29, 1991 
             (incorporated by reference to Exhibit 3(b)(2) to the Company's  
             Quarterly Report on Form 10-Q for the Quarter Ended June 30, 
             1991).

(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 
             dated April 7, 1997).

                                       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:  April 7, 1997

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 May 29, 1991 
             (incorporated by reference to Exhibit 3(b)(2) to the Company's  
             Quarterly Report on Form 10-Q for the Quarter Ended June 30, 
             1991).

(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 
             dated April 7, 1997).