April 20, 2018

Douglas H. Marshall
Associate General Counsel and Assistant Secretary
Xerox Corporation
201 Merritt 7
Norwalk, Connecticut 06851

       Re:    Xerox Corporation
              PREC14A and PRE 14A
              Filed on April 10, 2018
              File No. 001-04471

Dear Mr. Marshall:

       We have reviewed your filings listed above and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to this letter by amending your proxy statement, by
providing the
requested information, or by advising us when you will provide the requested
response. If you do
not believe our comments apply to your facts and circumstances or do not
believe an amendment
is appropriate, please tell us why in your response.

        After reviewing any amendment to the filing and the information you
provide in response
to these comments, we may have additional comments. All comments refer to the
PREC14A
filing.

General

   1. Please clearly mark the proxy statement as preliminary. See Rule
14a-6(e)(1) of
      Regulation 14A.

   2. In your response letter, tell us how you are satisfying the requirement
to provide a Notice
      of Internet Availability of Proxy Materials required by Rule
14a-16(a)(1).

   3. In addition, revise the proxy statement to identify the Internet Web site
where your proxy
      materials will be available. See Rule 14a-16(d)(3).

Background of the Solicitation, page 7

   4. Please describe in more detail the "customary change of controls" in the
2001 JEC
      mentioned briefly on page 7. Describe the economic and governance rights
and
 Douglas H. Marshall, Esq.
Xerox Corporation
April 20, 2018
Page 2

       obligations as it pertains to which actions taken by Fuji Xerox are
subject to approval by
       Xerox, and under what circumstances they may be terminated or partially
terminated.
       For example, please clarify that the 2001 JEC may be terminated if a
"Competitor,"
       which is generally defined therein to mean up to 10 corporations or
entities in the image
       processing field specified in writing by Fuji or identified within a
schedule to the
       agreement, acquires more than 30% of the total voting power of Xerox

    5. Given the significance of the termination provisions in the 2001 JEC
should one of these
       specified "Competitors" acquire more than 30% of the total voting power
of Xerox,
       please clarify if any of the unnamed parties that inquired with Xerox
management for a
       possible acquisition or material transaction was a specified
"Competitor." If yes, please
       clarify whether the possible termination of the 2001 JEC at the
discretion of Fuji was
       discussed in any negotiations or discussions with any interested party.

    6. Please revise to briefly describe the 2006 Technology Agreement,
including to clarify
       that the 2006 Technology Agreement provides Fuji Xerox a royalty-free,
exclusive
       license for Xerographic Technical Information, Copyrights, and Patents
for Asian and
       Pacific Rim markets.

    7. Please briefly describe the reasoning behind why Xerox decided to spin
off its business
       process outsourcing unit and the reasons for the timing of the spin off.

    8. With a view toward disclosure, please tell us whether there were any
material discussions
       regarding a potential transaction between Xerox and Party D between
August 15, 2017
       and January 23, 2018.

    9. Disclosure on page 9 states that over the course of a few weeks, the
Board reviewed with
       its outside advisors the terms of the key Fuji Xerox joint venture
arrangements, including
       Xerox's rights thereunder as a result of the inappropriate accounting
practices as well as
       the commercial and legal consequences of a sale of Xerox. Please expand
your
       disclosure to discuss generally what rights and commercial and legal
consequences were
       discussed. Please also disclose why Xerox did not pursue any of its
rights under the Fuji
       Xerox joint venture as a result of the inappropriate accounting
practices.

    10. Disclosure on page 14 states that representatives of Paul, Weiss
reviewed with the Board
        material risks associated with completing a potential transaction with
Fujifilm. Please
        briefly describe the material risks that were reviewed.

    11. Disclosure on page 15 states that on January 25, 2018, the Board held a
special meeting
        in which representatives of Centerview reviewed with the Board
standalone valuations
        for Xerox and Fuji Xerox. Please expand your disclosure to describe why
the transaction
        with Fuji was pursued instead of continuing on a standalone basis.
 Douglas H. Marshall, Esq.
Xerox Corporation
April 20, 2018
Page 3

    12. Disclosure on page 17 refers to an "Issuance" and a "Charter
Amendment." Please
        explain what these terms mean.

Securities Ownership

Ownership of Company Securities, page 37

    13. For each of your directors, nominees for directors, and named executive
officers, please
        indicate by footnote or otherwise the amount of shares with respect to
which such persons
        have the right to acquire beneficial ownership as specified in Rule
13d-3(d)(1). Refer to
        Item 403(b) of Regulation S-K.

Appendix A: Supplemental Information Regarding Participants, page 84

    14. Please provide the principal business and address of any corporation or
other organization
        in which any of your nominees for director are employed. Refer to Item
5(b)(1)(ii) to
        Schedule 14A.

Form of Proxy Card

    15. Please revise the disclosure to qualify the scope of discretionary
authority granted by
        referencing Rule 14a-4(c)(1) or the standard codified therein. At
present, the disclosure
        suggests that such authority is absolute and empowers the proxy holders
to vote on any
        business other than the proposals listed on the form of proxy that may
properly come
        before the meeting.
 Douglas H. Marshall, Esq.
Xerox Corporation
April 20, 2018
Page 4

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Bryan Hough, Attorney Advisor, at (202) 551-8625, Edwin
Kim, Attorney
Advisor, at (202) 551-3297 or me at (202) 551-3263 if you have any questions
regarding our
comments.


                                                          Sincerely,

                                                          /s/ Christina Chalk

                                                          Christina Chalk
                                                          Senior Special
Counsel
                                                          Office of Mergers and
Acquisitions



cc:    Ariel J. Deckelbaum, Esq.
       Paul, Weiss, Rifkind, Wharton & Garrison LLP