SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 11-K


(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996)

                  For the fiscal year ended: December 31, 2003

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

     For the transition period from ________________ to ___________

Commission File Number 1-4471

A.   Full title of the plan and address of the plan, if different from that of
     the issuer named below:

            THE SAVINGS PLAN OF XEROX CORPORATION AND THE XEROGRAPHIC

        DIVISION, UNION OF NEEDLETRADES, INDUSTRIAL AND TEXTILE EMPLOYEES

                            A.F.L. - C.I.O. - C.L.C.

B.   Name of issuer of the securities held pursuant to the plan and the address
     of its principal executive office:

                       XEROX CORPORATION
                       P.O. BOX 1600
                       STAMFORD, CONNECTICUT  06904-1600

                              REQUIRED INFORMATION

          The Savings Plan of Xerox Corporation and the Xerographic Division,
Union of Needletrades, Industrial and Textile Employees, A.F.L. - C.I.O. -
C.L.C. (the "Plan") is subject to the Employee Retirement Income Security Act of
1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form
11-K, the financial statements and schedule of the Plan at December 31, 2003 and
2002 and for the year ended December 31, 2003, which have been prepared in
accordance with the financial reporting requirements of ERISA, are filed
herewith as Exhibit 99-1 and incorporated herein by reference.

EXHIBITS

Exhibit Number          Description
--------------          --------------------
99-1                    Financial Statements and Schedule of the Plan at
                        December 31, 2003 and 2002 and for the year ended
                        December 31, 2003
99-2                    Consent of PricewaterhouseCoopers LLP, Independent
                        Registered Public Accounting Firm.


THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the persons who administer the plan have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.

THE SAVINGS PLAN OF XEROX CORPORATION AND THE XEROGRAPHIC DIVISION, UNION OF
NEEDLETRADES, INDUSTRIAL AND TEXTILE EMPLOYEES A.F.L - C.I.O. - C.L.C.

/s/ Lawrence M. Becker

Lawrence M. Becker
On behalf of the Joint Administrative Board,
Plan Administrator


Stamford, Connecticut
June 21, 2004