SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 8-K
                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934

        Date of Report (date of earliest event reported):
                      February 15, 2001

                     XEROX CORPORATION
   (Exact name of registrant as specified in its charter)

 New York              1-4471                16-0468020
 (State or other       (Commission File      (IRS Employer
 jurisdiction of       Number)               Identification
 incorporation)                              No.)

                   800 Long Ridge Road
                     P. O. Box 1600
            Stamford, Connecticut  06904-1600
    (Address of principal executive offices)(Zip Code)

    Registrant's telephone number, including area code:
                      (203) 968-3000







Item 5.  Other Events

On February 15, 2001, an action was commenced in the United States District
Court for the District of Connecticut against Registrant and Paul Allaire, G.
Richard Thoman, Barry Romeril, Philip Fishbach, and Gregory Tayler (the
"Individual Defendants").  The action purports to be a class action on behalf
of the named plaintiff and all other persons who purchased Common Stock of
Registrant during the period from February 15, 1998 and February 6, 2001 (the
"Class").  Among other things, the complaint alleges that each of Registrant
and the Individual Defendants is liable for violating Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Act"), and Securities and
Exchange Commission Rule 10b-5 thereunder, by carrying out a plan, scheme and
course of conduct which was intended to (i) deceive the investing public,
including plaintiff and other Class members, (ii) artificially inflate and
maintain the market price of Registrant's securities and, (iii) cause
plaintiff and other Class members to purchase Registrant's securities at
artificially inflated prices.  The complaint further alleges that the
Registrant and Individual Defendants employed devices, schemes and artifices
to defraud, made untrue statements of material fact and/or omitted to state
material facts as necessary to make the statements not misleading, including
reporting false financial results which were not prepared in conformity with
generally accepted accounting principles because, among other things,
Registrant allegedly improperly recognized revenues from leasing operations by
booking up-front those lease payments attributable to supplies and services,
artificially boosted Registrant's short-term results by overstating the value
of future payments from leases originated in developing countries, and failed
to write off mounting bad debts and improper classification of transactions in
Registrant's Mexico operations which resulted in $119 million in charges in
the second and third quarters of fiscal 2000.  The Individual Defendants are
alleged to be liable as controlling persons pursuant to Section 20(a) of the
Act.  The complaint seeks judgment declaring the action to be a proper class
action pursuant to Rule 23 of the Federal Rules of Civil Procedure; awarding
plaintiff and the members of the class unspecified damages, interest and
costs; and further awarding such equitable/injunctive or other relief as the
court deems appropriate.

Registrant and the Individual Defendants deny any wrongdoing alleged in the
complaint and intend to vigorously defend the action.


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                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by the
undersigned duly authorized.

                                         XEROX CORPORATION

                                         /s/ MARTIN S. WAGNER
                                         --------------------------------
                                         By: MARTIN S. WAGNER
                                             Assistant Secretary

Date: February 20, 2001