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):
August 9, 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 9. Regulation FD Disclosure.
Registrant today submitted to the Securities and Exchange Commission the
sworn statements of Registrant's Principal Executive Officer and Principal
Financial Officer required by the Commission's Order No. 4-460 pursuant to
Section 21 (a)(1) of the Securities Exchange Act of 1934, as amended.
Copies of the sworn statements are attached hereto as Exhibits 99.1 and 99.2.
____________________________________________________________________________
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/ LESLIE F. VARON
----------------------------
By: Leslie F. Varon
Vice President and Secretary
Date: August 9, 2002
EXHIBIT INDEX
Exhibit 99.1 Statement Under Oath dated August 9, 2002 of Principal
Executive Officer.
Exhibit 99.2 Statement Under Oath dated August 9, 2002 of Principal
Financial Officer.