Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 5
(To Prospectus Dated August 10, 1998 and
Prospectus Supplement No. 3 Dated August 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, as supplemented by the Prospectus
Supplement No. 3 dated August 21, 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 SUPPLEMENT
SELLING HOLDER THAT MAY BE OFFERED HEREBY DATED AUGUST 21, 1998
- -------------- -------------------------- -------------------------
(In U.S. Dollars)
BT Alex. Brown Inc . . . 14,200,000 11,000,000
Donaldson, Lufkin &
Jenrette Securities
Corp. . . . . . . . . None 6,920,000
The date of this Prospectus Supplement is September 10, 1998.