Filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-59355
 
Prospectus Supplement No. 7
(To Prospectus Dated August 10, 1998 and
Prospectus Supplement No. 6 Dated September 21, 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. 6 Dated September 21, 1998 ("Supplement No. 6"), 
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 ("Selling Holders") is hereby 
amended and supplemented as follows:

                                                        PRINCIPAL AMOUNT AT
                             PRINCIPAL AMOUNT AT      MATURITY OF DEBENTURES
                            MATURITY OF DEBENTURES    PREVIOUSLY SPECIFIED 
IN
                            BENEFICIALLY OWNED AND      THE PROSPECTUS AND
SELLING HOLDER            THAT MAY BE OFFERED HEREBY     SUPPLEMENT NO. 6
- --------------            --------------------------  ----------------------
- --
                                            (In U.S. Dollars)

Deutsche Bank Securities 
   Inc. (1)  . . . . . . .        14,800,000                10,800,000

- ------------------------------
(1) Deutsche Bank Securities Inc. and affiliates have engaged, and may in 
the 
future engage, in commercial banking transactions, which include or may 
include foreign exchange, lending, credit and other financial transactions, 
with the Company and its affiliates.



The date of this Prospectus Supplement is September 22, 1998.