Filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-59355
 
Prospectus Supplement No. 9
(To Prospectus Dated August 10, 1998 and
Prospectus Supplement No. 4 Dated September 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"), as supplemented 
by Prospectus Supplement No. 4 dated September 10, 1998 ("Supplement No. 
4"), relating to $1,012,198,000 aggregate principal amount at maturity 
of Convertible Subordinated Debentures due 2018 ("Debentures") of Xerox 
Corporation, 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  AND
                                                          SUPPLEMENT NO. 4
- --------------            --------------------------  -----------------------
                                            (In U.S. Dollars)

LB Series Fund, Inc.,
  Income Portfolio . . . . . .       850,000                1,000,000

Lutheran Brotherhood
  Income Fund  . . . . . . . .       600,000                  750,000
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The date of this Prospectus Supplement is October 29, 1998.