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