Xerox Corp.

Private Placement

Xerox Corp
16 November 2001

For additional information contact:

Loslie F. Varon
Vice President & Secretary
[email protected]

James A. Ramsey
Director, Investor Relations
[email protected]
Fax (203) 968-3944

Cynthia B. Johnston
Manager, Investor Relations
[email protected]
Fax (203) 968-3944

         Xerox Corporation Expects to Raise $500 Million Through
               Convertible Trust Preferred Securities Offering

STAMFORD, Conn., Nov. 16, 2001  -- Xerox Corporation (NYSE: XRX) today announced
its intention to offer redeemable convertible trust preferred securities in a 
private placement, subject to market and other conditions. The company expects 
to raise $500,000,000 for general corporate purposes, including the payment of 
The redeemable convertible trust preferred securities will be offered to 
qualified institutional buyers who are accredited investors in reliance on Rule 
144A under the Securities Act of 1933. The redeemable convertible trust 
preferred securities will not be registered under the Securities Act. Therefore,
the redeemable convertible trust preferred securities 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 

This press release does not and will not constitute an offer to sell or the 
solicitation of an offer to buy the redeemable convertible trust preferred 
securities, nor shall there be any sale of the redeemable convertible trust 
preferred securities 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.

For additional information about The Document Company Xerox, please visit our 
Worldwide Web site at

This release contains forward-looking statements and information relating to 
Xerox that are based on our beliefs as well as assumptions made by and 
information currently available to us. The words 'anticipate,' 'believe,' 
'estimate,' 'expect,' 'intend,' 'will' and similar expressions, as they relate 
to us, are intended to identify forward-looking statements. Actual results could
differ materially from those projected in such forward-looking statements. 
Information concerning certain factors that could cause actual results to differ
materially is included in the company's Form 10-Q for the quarter ended 
September, 30, 2001.

XEROX (R), The Document Company (R) and the digital X (R) are trademarks of