Exhibit 99.4


            XEROX CORPORATION EXPECTS TO RAISE $500 MILLION
            -----------------------------------------------

                      THROUGH SENIOR NOTE OFFERING
                      ----------------------------


STAMFORD, Conn., January 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.











                                 Page 8 of 8