Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 3
(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 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 supplemented by adding thereto the following
additional Selling Holders:
PRINCIPAL AMOUNT AT
MATURITY OF DEBENTURES
BENEFICIALLY OWNED AND
NAME OF SELLING HOLDER THAT MAY BE OFFERED HEREBY
- ---------------------- --------------------------
(In U.S. Dollars)
BT Alex. Brown Inc . . . . . . . . . . . . . . . 11,000,000
James R. Caywood . . . . . . . . . . . . . . . . 100,000
Donaldson, Lufkin & Jenrette Securities Corp. . 6,920,000
The First Reinsurance Company of Hartford . . . 400,000
The date of this Prospectus Supplement is August 21, 1998.