Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 14
(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 ("Prospectus") 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 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
- -------------- -------------------------- -----------------------
(In U.S. Dollars)
Chase Manhattan NA
Trustee for IBM
Retirement Plan
dated 12/18/45 . . . 10,405,000 7,060,000
Bankers Trust Trustee
for Chrysler Corp
for Emp #1 Pension
Plan dated 4/1/89 . . . 6,345,000 4,380,000
Franklin & Marshall
College . . . 465,000 310,000
Penn Treaty Network
America Insurance
Company . . . 400,000 None
State Street Bank
Custodian For GE
Pension Trust . . . 3,285,000 2,250,000
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The date of this Prospectus Supplement is April 1, 1999.
