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XEROX
CORPORATION
SAVINGS PLAN
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FORM 11-K
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                                                                    EXHIBIT 99-3

    CERTIFICATION OF PLAN ADMINISTRATOR AND ASSISTANT TREASURER PURSUANT TO
                               18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 11-K of the Xerox Corporation Savings Plan (the
"Registrant") for the year ending December 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Lawrence
M. Becker, Plan Administrator of the registrant, and Lance Davis, Assistant
Treasurer, Xerox Corporation, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to
the best of their knowledge, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Registrant.


                                                  /s/ LAWRENCE M. BECKER
                                             -----------------------------------
                                                  LAWRENCE M. BECKER
                                                  PLAN ADMINISTRATOR
                                                  JUNE 25, 2003



                                                  /s/ Lance Davis
                                             -----------------------------------
                                                  Lance Davis
                                                  Assistant Treasurer
                                                  June 25, 2003


This certification accompanies this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

     A signed original of this written statement required by Section 906 has
been provided to the Xerox Corporation Savings Plan and will be retained by the
Xerox Corporation Savings Plan and furnished to the Securities and Exchange
Commission or its staff upon request.