Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 7
(To Prospectus Dated August 10, 1998 and
Prospectus Supplement No. 6 Dated September 21, 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 ("Prospectus"), as supplemented by
Prospectus Supplement No. 6 Dated September 21, 1998 ("Supplement No. 6"),
relating to $1,012,198,000 aggregate principal amount at maturity of
Convertible Subordinated Debentures due 2018 ("Debentures") of Xerox
Corporation (the "Company"), 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 ("Selling Holders") is hereby
amended and supplemented as follows:
PRINCIPAL AMOUNT AT
PRINCIPAL AMOUNT AT MATURITY OF DEBENTURES
MATURITY OF DEBENTURES PREVIOUSLY SPECIFIED
IN
BENEFICIALLY OWNED AND THE PROSPECTUS AND
SELLING HOLDER THAT MAY BE OFFERED HEREBY SUPPLEMENT NO. 6
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(In U.S. Dollars)
Deutsche Bank Securities
Inc. (1) . . . . . . . 14,800,000 10,800,000
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(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 September 22, 1998.