Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 4
(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 (the "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 (the "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 DATED
SELLING HOLDER THAT MAY BE OFFERED HEREBY AUGUST 10, 1998
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(In U.S. Dollars)
LB Series Fund, Inc.,
Income Portfolio . . . 1,000,000 1,250,000
Lutheran Brotherhood
Income Fund . . . . . . 750,000 1,000,000
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated (1) . . . 21,608,000 16,748,000
Nomura International
PLC London . . . . . . 40,000,000 N/A
Teachers Insurance and
Annuity Association
of America . . . . . . 22,000,000 N/A
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(1) Merrill Lynch, Pierce, Fenner & Smith Incorporated was one of the initial
purchasers of the Debentures. Merrill Lynch, Pierce, Fenner & Smith
Incorporated has provided from time to time, and may continue to provide in
the future, investment banking and investment advisory services to the
Company, for which it has received and may receive customary fees and
commissions.
The date of this Prospectus Supplement is September 10, 1998.