Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 2
(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)
Blue Cross Washington & Alaska . . . . . . . . . . 1,500,000
MSC Life . . . . . . . . . . . . . . . . . . . . . 65,000
Weyerhaeuser Company Master Retirement Trust
Convertible Arbitrage . . . . . . . . . . . . . 5,000,000
The date of this Prospectus Supplement is August 18, 1998.