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)
                     September 18, 1997

                     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

On September 18, 1997, Registrant announced an agreement to sell the 
Westchester Specialty Group, Inc. insurance unit ("Westchester Specialty") of 
Talegen Holdings, Inc. ("Talegen") to ACE Limited ("ACE").

Under the terms of the agreement, ACE will acquire the stock of Westchester 
Specialty for $333 million in cash.  The purchase price, less approximately 
$65 million in Talegen transaction-related costs, is consistent with the 
estimated value of Westchester Specialty established when Registrant 
discontinued its insurance operations in 1995.  The transaction is subject to 
customary closing conditions and regulatory approvals and is expected to close 
in early January.

Westchester Specialty is a leading provider of specialty property, umbrella 
and excess casualty insurance coverages in the United States.  The company is 
based in Atlanta and has approximately 210 employees in three locations.  
Westchester Specialty had annual net written premiums of $125 million in 1996. 

The ACE group of companies, headquartered in Bermuda, provides insurance and 
reinsurance for a diverse group of international clients.

Registrant announced in 1993 that it would disengage from the financial 
services business and focus exclusively on its core document processing 
business.  Talegen was subsequently reorganized into seven independent 
property and casualty insurance groups. Following the Westchester Specialty 
announcement, one insurance group, Crum & Forster Insurance, remains for sale.

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                                  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

                                             /s/ MARTIN S. WAGNER
                                         --------------------------------
                                         By: MARTIN S. WAGNER
                                             Assistant Secretary

Dated: September 22, 1997

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