Filed pursuant to Rule 424(b)(3)
                                      Registration No. 333-59355
 
Prospectus Supplement No. 1
(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 relating to $1,012,198,000 aggregate 
principal amount at maturity of Convertible Subordinated Debentures due 2018 
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 (the "Selling Holders") is hereby 
supplemented by adding thereto the following additional Selling Holders:

                                                       PRINCIPAL AMOUNT AT
                                                     MATURITY OF DEBENTURES
                                                     BENEFICIALLY OWNED AND 
NAME OF SELLING HOLDER                             THAT MAY BE OFFERED HEREBY
- - ----------------------                             --------------------------
                                                        (In U.S. Dollars)

Associated Electric & Gas Insurance 
   Services Limited  . . . . . . . . . . . . . . .          3,000,000
Deutsche Bank A.G. . . . . . . . . . . . . . . . .          6,625,000

The date of this Prospectus Supplement is August 12, 1998.