FORM 10-Q/A

                             Amendment No. 1


                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
(Mark One)

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended: September 30, 1997

                     OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the transition period from __________ to___________

                      Commission File Number 1-4471

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

            New York                                  16-0468020             
         (State or other jurisdiction     (IRS Employer Identification No.) 
       of incorporation or organization)

                               P.O. Box 1600
                     Stamford, Connecticut   06904-1600
                  (Address of principal executive offices)
                                 (Zip Code)

                               (203) 968-3000
              (Registrant's telephone number, including area code)


                      This document consists of  3 pages.
  

PART I - FINANCIAL INFORMATION

Item I

Reference is made to the first paragraph in Note 9 of the Notes to 
Consolidated Financial Statements contained in Registrant's Quarterly Report 
on Form 10-Q for the quarterly period ended September 30, 1997 relating to 
the lawsuit by two independent service organizations.  Said paragraph is 
hereby amended to read in its entirety as follows:

"On March 10, 1994, a lawsuit was filed in the United States District Court 
for the District of Kansas by two independent service organizations (ISOs) 
in Kansas City and St. Louis and their parent company. Plaintiffs claim 
damages predominately resulting from the Company's alleged refusal to sell 
parts for high volume copiers and printers to plaintiffs prior to 1994. The 
Company's policies and practices with respect to the sale of parts to ISOs 
were at issue in an antitrust class action in Texas, which was settled by 
the Company during 1994. Claims for individual lost profits of ISOs who were 
not named parties, such as the plaintiffs in the Kansas action, were not 
included in that class action. In their complaint plaintiffs allege monetary 
damages in the form of lost profits in excess of $10 million (to be trebled) 
and injunctive relief.  In a report prepared, pursuant to Rule 26(a)2)B)of 
the Federal Rules of Civil Procedure, an accountant retained by plaintiffs 
as an expert has indicated that he plans to testify at trial that, allegedly 
as a result of Xerox' conduct, plaintiffs have lost profits of approximately 
$75 million. The Company has asserted counterclaims against the plaintiffs 
alleging patent and copyright infringement, misappropriation of Xerox trade 
secrets and conversion. On December 11, 1995, the District Court issued a 
preliminary injunction against the parent company for copyright 
infringement.  On April 8,1997, the District Court granted partial summary 
judgment in favor of the Company on plaintiffs' antitrust claims, ruling 
that the Company's unilateral refusal to sell or license its patented parts 
cannot give rise to antitrust liability.  The Court's ruling did not 
preclude a finding of antitrust liability based upon other allegations of 
exclusionary conduct, including the refusal to sell unpatented parts.  The 
District Court also granted summary judgment in favor of the Company on its 
patent infringement claim, leaving open with respect to patent infringement 
only the issues of willfulness and the amount of damages, and granted 
partial summary judgment in favor of the Company with respect to some of its 
claims of copyright infringement. On September 8, 1997 the United States 
Court of Appeals  for the Federal Circuit denied plaintiffs' petition for 
permission to appeal the District Court's April 7, 1997 Order. A trial date 
tentatively has been set for March 9, 1997 for the remaining issues in the 
case.  The Company denies any wrongdoing and intends to vigorously defend 
the remaining claims and pursue its counterclaims."

  


                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this Amendment to be signed on 
its behalf by the undersigned thereunto duly authorized.


                                         XEROX CORPORATION
                                              (Registrant)


                                          By:   /s/ Martin S. Wagner
                                                Martin S. Wagner
                                                Assistant Secretary

Date: December 2, 1997