EXHIBIT 99.4

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF

9 ³/4% DOLLAR-DENOMINATED SENIOR NOTES DUE 2009

(including those in Book-Entry Form)

OF

XEROX CORPORATION

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Xerox Corporation (the “Company”) made pursuant to the Prospectus, dated July     , 2003 (the “Prospectus”), if certificates for the outstanding 9¾% Dollar-Denominated Senior Notes due 2009 of the Company (the “Outstanding Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 5:00 p.m., New York City time, on August     , 2003 (the “Expiration Date”). Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Wells Fargo Bank Minnesota, N.A. (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.

Delivery To:    WELLS FARGO BANK MINNESOTA, N.A., Exchange Agent

By Registered or Certified Mail: Wells Fargo Bank Minnesota, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480 Attention: Xerox Administrator	For Information Call: (800) 344-5128 By Facsimile Transmission (for Eligible Institutions only): (612) 667-4927 Confirm by Telephone: (612) 667-9764
By Hand Before 4:30 p.m.: Wells Fargo Bank Minnesota, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479 Attention: Xerox Administrator	By Overnight Courier: Wells Fargo Bank Minnesota, N.A. Northstar East Building 608 2nd Avenue South 12th Floor—Corporate Trust Services Minneapolis, MN 55402 Attention: Xerox Administrator

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS INSTRUMENT IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE PROSPECTUS), SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes set forth below, pursuant to the guaranteed delivery procedure described in “—Guaranteed Delivery Procedures for Dollar Notes” section of the Prospectus.

Principal Amount of Outstanding Notes Tendered:*

$

* Must be in denominations of principal amount of $1,000, and any integral multiple thereof.

Certificate Nos. (if available):

Total Principal Amount Represented by Certificate(s):

$

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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PLEASE SIGN HERE
Signature(s) of Holder(s) or Authorized Signatory	Date

Area Code and Telephone Number:

Must be signed by the Holder(s) of Outstanding Notes as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Account:

Number:

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby or confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company, in proper form for transfer, together with any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

Address:

Area Code and Telephone Number:

Authorized Signature:

Name:

(Please Print or Type)

Title:

Date:

NOTE:     DO NOT SEND CERTIFICATES OF OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES OF OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

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