SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                          FORM 10-K/A

                       (AMENDMENT NO. 3)


(Mark One)

(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the fiscal year ended: December 31, 2001

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the transition period from:         to


1-4471 (Commission File Number)

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

        New York                                16-0468020
(State of incorporation)                     (I.R.S. Employer
                                             Identification No.)


                P.O. Box 1600, Stamford, Connecticut
              (Address of principal executive offices)

                              06904
                            (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                             Name of Each Exchange on
Title of each Class                          Which Registered

Common Stock, $1 par value                   New York Stock Exchange
                                             Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
                                               Yes:  (X)       No: (  )


Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form
10-K.                                                (  )

The aggregate market value of the voting stock of the registrant
held by non-affiliates as of May 31, 2002 was:  $6,525,261,445

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date:

Class                                    Outstanding at May 31, 2002

Common Stock, $1 par value.............. 727,048,629 Shares

                Documents Incorporated By Reference

Portions of the following documents are incorporated herein by
reference:

Document                          Part of 10-K in Which Incorporated

Xerox Corporation 2001 Annual Report              I & II
to Shareholders

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This Amendment No. 3 is being filed only to correct the explanation
that accompanied the information contained in Amendment No. 2.
All of the financial data and other information contained in
Amendment No. 2 remain correct.

The explanation to Amendment No. 2 should read as follows:

"This Amendment No. 2 is being filed to correct EDGAR conversion
errors and to correct quarterly information shown in the unaudited
2001 "Quarterly Results of Operations" contained in Registrant's
2001 Annual Report to Shareholders (Exhibit 13 to this Annual Report
on Form 10-K).  With respect to the unaudited 2001 "Quarterly Results
of Operations", Net (Loss) Income was adjusted from the amounts
originally reported in the Annual Report on Form 10-K, filed on June
28, 2002, for the effects of interest expense originally misallocated
between quarters.  The effects of such adjustments were an increase
in first quarter 2001 Net Income of $5 million and (increases)
decreases to second, third and fourth quarter 2001 Net Loss of $3
million, ($16) million and $8 million, respectively.  There was no
impact on the Net Loss for the year."

- -----------------------------------------------------------------------

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly
authorized.

XEROX CORPORATION

                                         /s/ LESLIE F. VARON
                                    By: ___________________________
                                        Leslie F. Varon
                                        Vice President and Secretary

July 11, 2002