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SCHEDULE 13G
Amendment No. 0
Xerox Corporation
common stock
Cusip # 984121103
Cusip # 984121103
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 877,922
Item 6: 0
Item 7: 19,466,775
Item 8: 0
Item 9: 19,466,775
Item 11: 5.934%
Item 12: HC
Cusip # 984121103
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 19,466,775
Item 8: 0
Item 9: 19,466,775
Item 11: 5.934%
Item 12: IN
Cusip # 984121103
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 19,466,775
Item 8: None
Item 9: 19,466,775
Item 11: 5.934%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Xerox Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
P. O. Box 1600, 800 Long Ridge Road
Stamford, CT 06904-1600
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
common stock
Item 2(e). CUSIP Number:
984121103
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent holding company in
accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 19,466,775
(b) Percent of Class: 5.934%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 877,922
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
19,466,775
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a CommonStock.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
common stock of Xerox Corporation. No one person's interest in the
common stock of Xerox Corporation is more than five percent of the
total outstanding common stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13G
in connection with FMR Corp.'s beneficial ownership of the common stock
of Xerox Corporation at December 31, 1998 is true, complete and
correct.
February 01, 1999
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and
an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 18,246,179 shares or
5.562% of the common stock outstanding of Xerox Corporation ("the
Company") as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940. The number of shares of common stock of Xerox
Corporation owned by the investment companies at December 31, 1998
included 93,696 shares of common stock resulting from the assumed
conversion of $24,000,000 principal amount of the 0.57% Convertible
Corporate Bond 4/21/18 (3.904 shares of common stock for each $1,000
principal amount of the convertible corporate bond).
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity,
and the funds each has sole power to dispose of the 18,246,179 shares
owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards of
Trustees.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
is the beneficial owner of 1,187,681 shares or 0.362% of the common
stock outstanding of the Company as a result of its serving as
investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive power over
1,187,681 shares and sole power to vote or to direct the voting of
850,607 shares, and no power to vote or to direct the voting of 337,074
shares of common stock owned by the institutional account(s) as
reported above.
Members of the Edward C. Johnson 3d family and trusts for their
benefit are the predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting power of FMR
Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is
Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp.
The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940,
to form a controlling group with respect to FMR Corp.
Fidelity International Limited, Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-U.S.
investment companies (the "International Funds") and certain
institutional investors. Fidelity International Limited is the
beneficial owner of 32,915 shares or 0.010% of the common stock
outstanding of the Company. Additional information with respect to the
beneficial ownership of Fidelity International Limited is shown on
Exhibit B, page 9
.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit
has been prepared to identify Fidelity International Limited, Pembroke
Hall, 42 Crow Lane, Hamilton, Bermuda, a Bermudan joint stock company
incorporated for an unlimited duration by private act of the Bermuda
Legislature (FIL) and an investment adviser to various investment
companies (the "International Funds") and certain institutional
investors, as a beneficial owner of the 32,915 shares or 0.010% of the
common stock outstanding of Xerox Corporation.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of
Fidelity Management & Research Company (Fidelity), a wholly-owned
subsidiary of FMR Corp. On that date, the shares of FIL held by
Fidelity were distributed, as a dividend, to the shareholders of FMR
Corp. FIL currently operates as an entity independent of FMR Corp. and
Fidelity. The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliated company of Fidelity, are non-
U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members of
his family owns shares of FIL voting stock with the right to cast
approximately 39.89% of the total votes which may be cast by all
holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR Corp.
and FIL. FMR Corp. and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed of
different individuals. Other than when one serves as a sub adviser to
the other, their investment decisions are made independently, and their
clients are generally different organizations.
FMR Corp. and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities Exchange Act
of 1934 (the "1934" Act) and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of
Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR Corp. is making
this filing on a voluntary basis as if all of the shares are
beneficially owned by FMR Corp. and FIL on a joint basis.
FIL may continue to have the International Funds or other
accounts purchase shares subject to a number of factors, including,
among others, the availability of shares for sale at what FIL considers
to be reasonable prices and other investment opportunities that may be
available to the International Funds.
FIL intends to review continuously the equity position of the
International Funds and other accounts in the Company. Depending upon
its future evaluations of the business and prospects of the Company and
upon other developments, including, but not limited to, general
economic and business conditions and money market and stock market
conditions, FIL may determine to cease making additional purchases of
shares or to increase or decrease the equity interest in the Company by
acquiring additional shares, or by disposing of all or a portion of the
shares.
FIL does not have a present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale or transfer of a material
amount of assets involving the Company or any of its subsidiaries, (ii)
any change in the Company's present Board of Directors or management,
(iii) any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's business
or corporate structure, (iv) any change in the Company's charter or by-
laws, or (v) the Company's common stock becoming eligible for
termination of its registration pursuant to Section 12(g)(4) of the
1934 Act.
FIL has sole dispositive power over 32,915 shares owned by the
International Funds. FIL has sole power to vote or direct the voting of
27,315 shares and no power to vote or direct the voting of 5,600 shares
of common stock held by the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 01, 1999, agree and consent
to the joint filing on their behalf of this Schedule 13G in connection
with their beneficial ownership of the common stock of Xerox
Corporation at December 31, 1998.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/Eric D. Roiter
Eric D. Roiter
V.P. and General Counsel