Filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-59355
 
Prospectus Supplement No. 13
(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") 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)

McMahan Securities 
 Company, L.P. . . . . . .      2,500,000                     None

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The date of this Prospectus Supplement is March 25, 1999.