Filed pursuant to Rule 424(b)(3)
Registration No. 333-59355
Prospectus Supplement No. 21
(To Prospectus dated August 10, 1998
and to Prospectus Supplement No. 11
dated December 22, 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. 11 dated December 22, 1998 (the "Prior
Supplement"), 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
PRIOR SUPPLEMENT
- -------------- -------------------------- -----------------------
(In U.S. Dollars)
MFS Total Return Portfolio
LPT Variable Insurance
Series Trust . . . . . . . . 70,000 35,000
New York Life Insurance
Company (NYLIC). . . . . . . 15,000,000 None
The date of this Prospectus Supplement is January 10, 2000.
