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 XEROX HOLDINGS CORPORATION
 401 Merritt 7 Norwalk, Connecticut
06851 January 28, 2026 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance Office of Technology 100 F Street, N.E.
 Washington, D.C. 20549 Attention:  Jan Woo

 Re:
 Xerox Holdings Corporation
 Request for Acceleration of Effectiveness of Registration Statement on Form S-3
 File No. 333-292842
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Xerox Holdings Corporation (the “ Registrant ”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form
 S-3, as amended, to 4:00 p.m., Eastern Time, on January 30, 2026, or as soon thereafter as is practicable, or at such other time as the Registrant may orally request via telephone call to the staff of the
Securities and Exchange Commission. The Registrant hereby authorizes each of Joshua N. Korff, Jennifer L. Lee and Zoey Hitzert of Kirkland & Ellis LLP, counsel to the Registrant, to make such request on its behalf.
 Once the Registration Statement has been declared effective, please orally confirm that event with Zoey Hitzert of Kirkland & Ellis
LLP, counsel to the Registrant, at (212) 909-3324, or in her absence, Joshua N. Korff at (212) 446-4943 or Jennifer L. Lee at (212)
 909-3021. [ Signature Page Follows ]

 Very truly yours,

 XEROX HOLDINGS CORPORATION

 By:

 /s/ Steven J. Bandrowczak

 Name: Steven J. Bandrowczak

 Title:  Chief Executive Officer and Director

 cc:
 Steven J. Bandrowczak, Chief Executive Officer and Director
 Flor M. Colón, Chief Legal Officer and Corporate Secretary
 Xerox Holdings Corporation
 Joshua N. Korff, P.C. Jennifer
L. Lee, P.C. Zoey Hitzert
 Kirkland & Ellis LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 26, 2026

Steven J. Bandrowczak
Chief Executive Officer
Xerox Holdings Corporation
401 Merritt 7
Norwalk, Connecticut 06851-1059

 Re: Xerox Holdings Corporation
 Registration Statement on Form S-3
 Filed January 21, 2026
 File No. 333-292842
Dear Steven J. Bandrowczak:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Zoey Hitzert
</TEXT>
</DOCUMENT>

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 [XEROX LETTERHEAD]

April 22, 2019

 VIA
EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Edwin S. Kim

 RE: Xerox Holdings Corporation Registration Statement on Form S-4, File No. 333-230342; Xerox Corporation Proxy Statement on Schedule 14A, File No. 001-04471

 Dear Mr. Kim:

 On behalf of Xerox Holdings Corporation (the
“Registrant”) and Xerox Corporation, pursuant to Rule 461 promulgated under the Securities Act of 1933, I hereby request acceleration of the effective date of the Registration Statement on Form
S-4 (File No. 333-230342), as amended, filed by the Registrant to 4:30 p.m., Washington, D.C. time, on April 22, 2019 or as soon thereafter as practicable.

 We appreciate the cooperation of the staff of the Division of Corporation Finance in assisting with this request to enable
Xerox Holdings Corporation and Xerox Corporation to mail the joint proxy statement/prospectus as soon as practicable following the requested effective date. Please contact the undersigned at (203) 849-2312 or
Timothy M. Fesenmyer of King & Spalding LLP at (212) 556-2336 with any questions concerning this letter.

Sincerely,

/s/ Louis J. Pastor

Louis J. Pastor

 Executive Vice President & General Counsel

 Xerox Holdings Corporation

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 King & Spalding LLP

 1185 Avenue of the Americas, 35th Floor

 New York, NY 10036-4003

 Tel:
+1 212 556 2100

 Fax: +1 212 556 2222

www.kslaw.com

 Timothy M. Fesenmyer

Partner

 Direct Dial: +1 212 556 2336

Direct Fax: +1 212 556 2222

tfesenmyer@kslaw.com

 April 18, 2019

VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Edwin S. Kim

RE:
 Xerox Holdings Corporation

 Registration Statement on Form S-4

 Filed March 15, 2019

 File No. 333-230342

Dear Mr. Kim:

 We are
writing on behalf of our client, Xerox Holdings Corporation, a New York corporation (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 11, 2019 (the “Comment Letter”), relating to the above Registration Statement on Form S-4
(the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and
is followed by the Company’s corresponding response.

 The changes made to the Registration Statement in response to the
Staff’s comments will be set forth in Amendment No. 1 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration
Statement.

 Registration Statement on Form S-4

Proposal 1- Approval of the Holding Company Reorganization

 Edwin S. Kim

 United States Securities and Exchange Commission

 April 18, 2019

Page 2

 Preferred Stock, page 21

1.
 You indicate that Xerox Holdings Series A Preferred Stock will have the same designations, rights, powers and preferences, and same
qualifications, limitations and restrictions as the existing shares of Xerox Corp. Series B Preferred Stock, except for the addition of 1-for-10 voting rights. Please
provide a brief description of how the rights of Xerox Holdings Series A Preferred Stock holders, which will initially only consist of Darwin Deason, will differ from common stockholders, including the dividend, redemption or conversion rights.

 In response to the Staff’s comment, we have amended the disclosure on page 22 of the
Revised Registration Statement to provide a brief description of such rights.

 Background of the Holding Company Reorganization, page 23

2.
 Please expand your background of the holding company reorganization transaction discussion to provide more details of the strategic
growth opportunities that senior management and the board were evaluating since December 2018 to the extent material.

 In response to the Staff’s comment, we have amended the disclosure on page 25 of the Revised Registration Statement to clarify that the Xerox Board’s determination to pursue the holding
company reorganization transaction was not based on or in connection with any particular strategic growth opportunity.

3.
 Please clarify whether the Fuji Xerox Co. Ltd. (“Fuji Xerox”) joint venture between Xerox Corp. and Fuji Photofilm Co., Ltd
(“Fuji”) and the related 2001 Joint Enterprise Contract had a material impact on your proposed holding company structure.

 In response to the Staff’s comment, we have amended the disclosure on page 25 of the Revised Registration Statement to clarify that the Xerox Board considered the implications of the holding
company reorganization transaction on its relationships and contractual arrangements with Fujifilm and Fuji Xerox and to expand our disclosure of reasons for the holding company reorganization with additional specificity regarding Fujifilm and Fuji
Xerox.

 Reasons for the Holding Company Reorganization, page 24

4.
 Please clarify how the proposed holding company structure will provide Xerox Corp. with the flexibility to develop and realize a range
of strategic growth opportunities.

 In response to the Staff’s comment, we have amended the
disclosure on page 25 of the Revised Registration Statement to provide examples of the flexibility achievable through the holding company structure.

5.
 Please clarify whether the reorganization transaction requires the approval of Fuji or FujiXerox pursuant to the 2001 Joint Enterprise
Contract. To the extent there is a risk that the reorganization transaction may result in a termination or partial termination by Fuji as a result of a change in control provision or any other reason, please clarify such risk and describe the
provisions of the 2001 Joint Enterprise Contract that may be implicated.

 Edwin S. Kim

 United States Securities and Exchange Commission

 April 18, 2019

Page 3

 In response to the Staff’s comment, we have amended the disclosure on pages 25
and 18-19 of the Revised Registration Statement to clarify that the holding company reorganization does not require the approval of Fujifilm or Fuji Xerox under the Joint Enterprise Contract and to expand our risk factor disclosure with additional
specificity regarding our arrangements with Fujifilm and Fuji Xerox.

 If you have any questions or require any additional
information regarding the foregoing, please call me at (212) 556-2336 or my partner, James C. Woolery, at (212) 556-2108.

Very truly yours,

 /s/ Timothy M. Fesenmyer

 Timothy M. Fesenmyer

Copies to:

 Louis J. Pastor,
Xerox Corporation

 James C. Woolery, King & Spalding LLP

April 11, 2019
Giovanni Visentin
Chief Executive Officer
Xerox Holdings Corporation
P.O. Box 4505, 201 Merritt 7
Norwalk, CT 06851-1056
Re:Xerox Holdings Corporation
Registration Statement on Form S-4
Filed March 15, 2019
File No. 333-230342
Dear Mr. Visentin:
            We have reviewed your registration statement 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 registration statement and providing the
requested information.  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 your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Proposal 1- Approval of the Holding Company Reorganization
Preferred Stock, page 21
1.You indicate that Xerox Holdings Series A Preferred Stock will have the same
designations, rights, powers and preferences, and same qualifications, limitations and
restrictions as the existing shares of Xerox Corp. Series B Preferred Stock, except for the
addition of 1-for-10 voting rights.  Please provide a brief description of how the rights of
Xerox Holdings Series A Preferred Stock holders, which will initially only consist
of Darwin Deason, will differ from common stockholders, including the dividend,
redemption or conversion rights.

 FirstName LastNameGiovanni  Visentin
 Comapany NameXerox Holdings Corporation
 April 11, 2019 Page 2
 FirstName LastName
Giovanni  Visentin
Xerox Holdings Corporation
April 11, 2019
Page 2
Background of the Holding Company Reorganization, page 23
2.Please expand your background of the holding company reorganization transaction
discussion to provide more details of the strategic growth opportunities that senior
management and the board were evaluating since December 2018 to the extent material.
3.Please clarify whether the Fuji Xerox Co. Ltd. (“Fuji Xerox”) joint venture between
Xerox Corp. and Fuji Photofilm Co., Ltd (“Fuji”) and the related 2001 Joint Enterprise
Contract had a material impact on your proposed holding company structure.
Reasons for the Holding Company Reorganization, page 24
4.Please clarify how the proposed holding company structure will provide Xerox Corp. with
the flexibility to develop and realize a range of strategic growth opportunities.
5.Please clarify whether the reorganization transaction requires the approval of Fuji or Fuji
Xerox pursuant to the 2001 Joint Enterprise Contract.  To the extent there is a risk that the
reorganization transaction may result in a termination or partial termination by Fuji as a
result of a change in control provision or any other reason, please clarify such risk and
describe the provisions of the 2001 Joint Enterprise Contract that may be implicated.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Craig Wilson,
Senior Assistant Chief Accountant, at (202) 551-3226 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Timothy M. Fesenmyer, Esq.