EXHIBIT 3(a)(4)

                        Certificate of Amendment
                                of the
                      Certificate of Incorporation
                                  of
                           Xerox Corporation
           Under Section 805 of the Business Corporation Law

     We, the undersigned, Eunice M. Filter, Vice President and Martin S. 
Wagner, Assistant Secretary of Xerox Corporation (the "Corporation") hereby 
certify that:

     1.     The name of the Corporation is "XEROX CORPORATION".  The name 
under which the Corporation was formed is "THE HALOID COMPANY".

     2.     The Certificate of Incorporation was filed by the Department of 
State on April 18, 1906 under the name The Haloid Company.

     3.     The Certificate of Incorporation of the Corporation is hereby 
being amended pursuant to Section 805 of the BCL to (a) reduce the number 
of authorized shares of Cumulative Preferred Stock, par value $1.00 per 
share, of the Corporation ("Cumulative Preferred Stock") and (b) reduce the 
stated capital of the Corporation resulting from the elimination, pursuant 
to Section 515(e) of the BCL and subdivision 4 of Article FOURTH of the 
Certificate of Incorporation of the Corporation, of 1,000,000 shares of 
Cumulative Preferred Stock (consisting of 1,000,000 shares of the 
Corporation's $3.6875 Ten-Year Sinking Fund Preferred Stock, a series of 
Cumulative Preferred Stock) heretofore acquired by the Corporation by 
sinking fund redemptions.  Subdivision 4 of Article FOURTH of the 
Certificate of Incorporation of the Corporation prohibits the reissue of 
any shares of Cumulative Preferred Stock of any series redeemed or retired 
pursuant to a sinking fund and requires that such shares be eliminated in 
the manner provided by law from the authorized capital stock of the 
Corporation.

     4.     The lead-in paragraph of Article FOURTH of the Certificate of 
Incorporation of the Corporation reads as follows:

            "FOURTH:  The aggregate number of shares which the Corporation 
shall have the authority to issue is 350,000,000 shares of Common Stock, 
of the par value of $1.00 each (hereinafter referred to as "Common Stock"), 
600,000 shares of Class B Stock of the par value of $1.00 each (hereinafter 
referred to as "Class B Stock"), and 23,543,067 shares of Cumulative 
Preferred Stock, of the par value of $1.00 each (hereinafter referred to as 
"Cumulative Preferred Stock")."

     5.     The lead-in paragraph of Article FOURTH of the Certificate of 
Incorporation of the Corporation is hereby amended to read as follows:

            "FOURTH:  The aggregate number of shares which the Corporation 
shall have the authority to issue is 350,000,000 shares of Common Stock, of 
the par value of $1.00 each (hereinafter referred to as "Common Stock"), 
600,000 shares of Class B Stock of the par value of $1.00 each (hereinafter 
referred to as "Class B Stock"), and 22,543,067 shares of Cumulative 
Preferred Stock, of the par value of $1.00 each (hereinafter referred to as 
"Cumulative Preferred Stock")."

     6.     The stated capital of the Corporation is hereby reduced by 
$1,000,000, the amount represented by the shares of Cumulative Preferred 
Stock heretofore acquired by the Corporation by optional and sinking fund 
redemptions and thereafter cancelled or eliminated.

     7.     The foregoing amendment of the Certificate of Incorporation of 
the Corporation was authorized by the Board of Directors of the Corporation 
at a meeting duly called and held on February 6, 1995.

     IN WITNESS WHEREOF, we have subscribed this document on the date set 
forth below and do hereby affirm, under the penalties of perjury, that the 
statements contained therein have been examined by us and are true and 
correct.

Date: October 19, 1995                 /s/ Eunice M. Filter
                                       ----------------------------
                                       Name:  Eunice M. Filter
                                       Title: Vice President

                                       /s/ Martin S. Wagner
                                       ----------------------------
                                       Name:  Martin S. Wagner
                                       Title: Assistant Secretary