SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 8-K
                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of
             The Securities Exchange Act of 1934

        Date of Report (date of earliest event reported):
                         May 10, 2002

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

 New York              1-4471                16-0468020
 (State or other       (Commission File      (IRS Employer
 jurisdiction of       Number)               Identification
 incorporation)                              No.)

                     800 Long Ridge Road
                       P. O. Box 1600
              Stamford, Connecticut  06904-1600
      (Address of principal executive offices)(Zip Code)

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

                       Not Applicable
 (Former name or former address, if changed since last report)


























Item 5.  Other Events.

Registrant continues to make significant progress in strengthening its
financial position as it delivers on a strategy to build back value and
restore the company to good health.

On May 10, 2002 Registrant received $496 million in financing from GE
Capital, secured by portions of Registrant's lease receivables in the
U.S., which will be amortized over a period that extends into 2005.
Registrant and GE Capital expect to complete additional U.S. monetizations
this year while the two companies finalize the agreement for GE Capital
to become the primary provider of equipment financing for Xerox customers
in the U.S.

On May 1, GE Capital Vendor Financial Services and Registrant launched
their joint venture, Xerox Capital Services ("XCS").  XCS manages
Registrant's customer administration and leasing activities in the U.S.,
including various financing programs, credit approval, order processing,
billing and collections.

In the past year, Registrant has received approximately $2.7 billion in
financing from GE Capital, secured by portions of Registrant's lease
receivables in the U.S., United Kingdom and Canada.



___________________________________________________________________________


                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by
the undersigned duly authorized.
                                         XEROX CORPORATION

                                         /s/ MARTIN S. WAGNER
                                         ----------------------------
                                         By: MARTIN S. WAGNER
                                             Assistant Secretary

Date: May 13, 2002