Exhibit 99.3


         XEROX PRICES CONVERTIBLE TRUST PREFERRED SECURITIES OFFERING

                     Size Of Offering Set At $900 Million

STAMFORD, Conn., Nov. 20, 2001 - Xerox Corporation (NYSE: XRX) today
announced that, due to substantial interest, it has increased its offering
of convertible trust preferred securities to $900 million from the original
$500 million.

The convertible trust preferred securities will have an annual distribution
at the rate of 7.5 percent per year and will be convertible into Xerox
common stock at a conversion premium of 25 percent over yesterday's closing
stock price of $7.30 a share  (convertible at a price of $9.125 per share).

Beginning in December 2004, the company will have certain rights to redeem
the   preferred securities, and the holders will have certain rights to
require the company to redeem the securities. The convertible trust
preferred securities must be redeemed by the company on Dec. 4, 2021.

The convertible trust preferred securities are being offered to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of
1933.  The  convertible trust preferred securities will not be registered
under the Securities Act.  Therefore, the 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 laws.

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









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