Filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-59355

Prospectus Supplement No. 18
(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 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
- --------------            --------------------------  -----------------------
                                            (In U.S. Dollars)

Excellus Health Plan, Inc. . .    4,000,000                     None

IL Annuity & Insurance Co. . .   12,000,000                  10,000,000


The date of this Prospectus Supplement is September 17, 1999.