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, 2002

                                       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:

                         XEROX CORPORATION SAVINGS PLAN

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 Xerox Corporation Savings Plan (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 schedules
of the Plan at December 31, 2002 and 2001 and for the year ended December 31,
2002, 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, 2002 and 2001 and for
                                    the year ended December 31, 2002
99-2                                Consent of PricewaterhouseCoopers LLP,
                                    independent accountants
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.

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the person who administers the plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.

XEROX CORPORATION SAVINGS PLAN

/s/ LAWRENCE M. BECKER
LAWRENCE M. BECKER
PLAN ADMINISTRATOR

Stamford, Connecticut
Date: June 25, 2003