Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 8
(To Prospectus Dated August 10, 1998)
$1,012,198,000
XEROX CORPORATION
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2018
The information contained under the heading "Selling Security Holders" in
the Prospectus dated August 10, 1998 relating to $1,012,198,000 aggregate
principal amount at maturity of Convertible Subordinated Debentures due 2018
("Debentures") of Xerox Corporation, and such indeterminate number of shares
of Common Stock, par value $1.00 per share, of the Company as may be issuable
upon the conversion of the Debentures, that may be offered and sold from time
to time by the several holders thereof is hereby amended and supplemented as
follows:
PRINCIPAL AMOUNT AT PRINCIPAL AMOUNT AT
MATURITY OF DEBENTURES MATURITY OF DEBENTURES
BENEFICIALLY OWNED AND PREVIOUSLY SPECIFIED IN
SELLING HOLDER THAT MAY BE OFFERED HEREBY THE PROSPECTUS
- -------------- -------------------------- -----------------------
(In U.S. Dollars)
Argent Classic Convertible
Arbitrage Fund L.P. . . . . 6,000,000 129,000,000
Argent Classic Convertible
Arbitrage Fund
(Bermuda) L.P. . . . . . . 130,000,000 115,000,000
DB Custody & Co. (1) . . . . . 8,000,000 NA
- ------------------------------
(1) Deutsche Bank Securities Inc. and affiliates have engaged, and may in the
future engage, in commercial banking transactions, which include or may
include foreign exchange, lending, credit and other financial transactions,
with the Company and its affiliates.
The date of this Prospectus Supplement is October 16, 1998.