Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 12
(To Prospectus Dated August 10, 1998 and
Prospectus Supplement No. 10 Dated November 16, 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. 10 Dated November 16, 1998 ("Supplement No.
10"), 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 is hereby amended and
supplemented as follows:
PRINCIPAL AMOUNT AT PRINCIPAL AMOUNT AT
MATURITY OF DEBENTURES MATURITY OF DEBENTURES
BENEFICIALLY OWNED AND PREVIOUSLY SPECIFIED IN
SELLING HOLDER THAT MAY BE OFFERED HEREBY THE PROSPECTUS AND
SUPPLEMENT NO. 10
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(In U.S. Dollars)
DE Shaw Securities LP 1,500,000 None
MFS Series Trust I - MFS
Equity Income Fund . . . 286,000 280,000
MFS/Sunlife Series Trust -
Equity Income Series . . 42,000 40,000
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The date of this Prospectus Supplement is January 27, 1999.
