Senior Note Offering

RNS Number:5631P
Xerox Corp
7 January 2002

XEROX CORPORATION EXPECTS TO RAISE $500 MILLION THROUGH SENIOR NOTE OFFERING

STAMFORD, Conn., Jan. 7, 2002 - Xerox Corporation (NYSE: XRX) today announced 
its intention to offer Senior Notes due 2009 denominated in dollars and euros in
a private placement, subject to market and other conditions. The company expects
to raise $500 million for general corporate purposes, including the payment of 
indebtedness or other obligations.

The Notes will be offered to qualified institutional buyers in reliance on Rule 
144A under the Securities Act of 1933 and to non-U.S. persons in reliance on 
Regulation S under the Securities Act of 1933. The Notes will not be registered 
under the Securities Act. Therefore, the Notes may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act and applicable state securities 
laws.

This press release does not and will not constitute an offer to sell or the 
solicitation of an offer to buy the Notes, nor shall there be any sale of the 
Notes in any state in which such offer, solicitation or sale would be unlawful 
prior to registration or qualification under the securities laws of any such 
state. This news release is being issued pursuant to and in accordance with Rule
135c under the Securities Act.