As filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-13179
 
Pricing Supplement No. 1040
(To Prospectus Supplement Dated October 25, 1996 and Prospectus Dated October 
10, 1996)

XEROX CORPORATION

$150,000,000
5.875% Medium-Term Notes due June 15, 2037

The Medium-Term Notes of Xerox Corporation (the "Company") offered hereby (the 
"Notes") will mature on June 15, 2037. Interest on the Notes will be payable 
semiannually in arrears on June 15th and December 15th of each year, 
commencing December 15, 1997, through and including the date of Maturity (each 
an "Interest Payment Date").  The Notes are subject to repayment at the option 
of the Holders thereof on June 15, 1999 and every June 15th thereafter (each 
an "Annual Optional Repayment Date") upon at least 30 calendar days' prior 
written notice.  If, after the early repayments at the option of the Holders 
of the Notes on an Annual Optional Repayment Date, the aggregate principal 
amount of the Notes outstanding immediately thereafter is $15,000,000 or less, 
the Company may elect to redeem the Notes in whole and not in part on the 
following Annual Optional Repayment Date upon at least 30 calendar days' prior 
written notice.  See "Certain Terms of the Notes -- Redemption and Repayment".  

The authorized denominations of the Notes will be $1,000 or any integral 
multiple in excess thereof.

The Notes will be represented by one or more global securities (the "Global 
Securities") registered in the name of a nominee of The Depository Trust 
Company, as depositary (the "DTC"). Beneficial interests in the Global 
Securities will be shown on, and transfers thereof will be effected only 
through, records maintained by the DTC (with respect to participants' 
interests) and its participants.  Except as described herein, Notes in 
definitive form will not be issued. The Notes will trade in DTC's Same-Day 
Funds Settlement System until maturity (or earlier redemption or repayment) 
and secondary market trading for the Notes will therefore settle in 
immediately available funds.  All payments of principal and interest on the 
Notes will be made by the Company in immediately available funds.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, OR THE ACCOMPANYING 
PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.
 


		Price to	Underwriting	Proceeds to
		Public	Discount (1)	Company (2)
                                                   
Per Note		100%	0.2%	99.8%
Total		$150,000,000	$300,000	$149,700,000


(1) The Company has agreed to indemnify JPMS against certain liabilities, 
including liabilities under the Securities Act of 1933, as amended.   
(2) Before deducting expenses payable by the Company.

The Notes are offered subject to receipt and acceptance by J.P. Morgan 
Securities Inc., to prior sale and to J.P. Morgan Securities Inc.'s right to 
reject any order in whole or in part and to withdraw, cancel or modify the 
offer without notice.  It is expected that delivery of the Notes will be made 
through the facilities of DTC on or about June 16, 1997.

The date of this Pricing Supplement is June 11, 1997.

J.P. Morgan & Co.



CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT 
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING 
STABILIZING AND SYNDICATE COVERING TRANSACTIONS.  FOR A DESCRIPTION OF THESE 
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".

CERTAIN TERMS OF THE NOTES
 
General

	The following description of the Notes supplements and, to the extent 
inconsistent therewith, supersedes the descriptions of the terms and 
provisions of the Notes set forth under "Description of Notes" in the 
accompanying Prospectus Supplement and "Description of the Debt Securities" in 
the accompanying Prospectus, to which reference is hereby made. Certain 
capitalized terms used herein are defined in such Prospectus and Prospectus 
Supplement.
 
	The Notes will mature on June 15, 2037. Interest on the Notes will be 
payable semiannually in arrears on June 15th and December 15th of each year, 
commencing December 15, 1997 (each an "Interest Payment Date").  The Regular 
Record Date with respect to each Interest Payment Date will be the 15th 
calendar day (whether or not a Business Day) prior to the corresponding 
Interest Payment Date.  Interest on the Notes will be calculated based on a 
year of 360 days consisting of twelve months of 30 days each.  If any payment 
of principal or interest is due on a day that is not a Business Day, that 
payment may be made on the next succeeding Business Day.  No additional 
interest will accrue as a result of the delay in payment.  For purposes of the 
offering made hereby, "Business Day", as used herein and in the accompanying 
Prospectus Supplement, means any day, other than a Saturday or Sunday, that is 
neither a legal holiday nor a day on which banking institutions are authorized 
or required by law, regulation or executive order to be closed in The City of 
New York.

	The authorized denominations of the Notes will be $1,000 or any integral 
multiple in excess thereof.

Redemption and Repayment
 
	The Notes are subject to repayment at the option of the Holders thereof 
on the Interest Payment Date occurring on June 15, 1999 and every June 15th 
thereafter (each an "Annual Optional Repayment Date"), at 100% of their 
principal amount, together with accrued interest to the date of redemption, 
upon at least 30 calendar days' prior written notice to the Company.

	If, after the early repayments at the option of the Holders of the Notes 
on an Annual Optional Repayment Date, the aggregate principal amount of the 
Notes outstanding immediately thereafter is $15,000,000 or less, the Company 
may elect to redeem the Notes in whole and not in part on the following Annual 
Optional Repayment Date upon at least 30 calendar days' prior written notice 
to the Holders thereof, at 100% of their principal amount, together with 
accrued interest to the date of redemption.

	For purposes of this section, if June 15th is not a Business Day, it 
shall be deemed to refer to the next succeeding Business Day.

PLAN OF DISTRIBUTION
 
	Subject to the terms and conditions set forth in the Selling Agency 
Agreement dated October 25, 1996, the Company has agreed to sell to J.P. 
Morgan Securities Inc. ("JPMS"), as principal, and JPMS has agreed to purchase 
from the Company all of the Notes if any are purchased. JPMS proposes 
initially to resell the Notes to one or more investors at the public offering 
price set forth on the cover of this Pricing Supplement.  After the initial 
public offering, the public offering price may be changed.

                                  PS-2



	JPMS may engage in stabilizing and syndicate covering transactions in 
accordance with Rule 104 under the Securities Exchange Act of 1934. Rule 104 
permits stabilizing bids to purchase the underlying security so long as bids 
do not exceed a specified maximum. Syndicate covering transactions involve 
purchases of Notes in the open market after the distribution has been 
completed in order to cover syndicate short positions. Stabilizing and 
syndicate covering transactions may cause the price of the Notes to be higher 
than it would otherwise be in the absence of such transactions. These 
transactions, if commenced, may be discontinued at any time.

                                  PS-3