SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number: 1-4471

                           NOTIFICATION OF LATE FILING

(Check One):
               X
__  Form 10-K  __   Form 11-K  __ Form 20-F  __ Form 10-Q  __ Form N-SAR


   For Period Ended: December 31, 2001

__ Transition Report on Form 10-K   __ Transition Report on Form 11-K
__ Transition Report on Form 20-F   __ Transition Report on Form 10-Q
__ Transition Report on Form N-SAR

   For the Transition Period Ended: ___________________________


Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: ______________________
_____________________________________________________________________
_____________________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:             Xerox Corporation Savings Plan


Former name if applicable: Xerox Corporation Profit Sharing and Savings Plan

Address of principal executive office:  800 Long Ridge Road
City, state and zip code:               Stamford, Connecticut  06904


                                     PART II
                             RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate.)

        (a) The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

        (b) The subject annual report, semi-annual report, transition report
  X         on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
 ___        thereof will be filed on or before the 15th calendar day
            following the prescribed due date; or the subject
            quarterly report or transition report on Form 10-Q, or
            portion thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and

        (c) The accountants' statement or other exhibit required by
            Rule 12b-25 (c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period:

The Form 11-K will be filed on or before the fifteenth calendar day following
the prescribed due date due to an error in the information provided by the Xerox
Corporation Savings Plan record keeper, Hewitt Associates. The December 31, 2000
investment allocation information was inaccurate as previously provided, which
was discovered by the record keeper in late June 2002. The corresponding period
for the last fiscal year will be affected by a decrease in the Investment in
Master Trust presented in the Statement of Net Assets as of December 31, 2000 in
the amount of approximately $34 million. There is no statement of changes in net
assets for the year ended December 31, 2000 presented or required. This
information will be corrected. The additional time is necessary to avoid
unreasonable effort and expense.

                                     PART IV
                                OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
notification:

Lawrence M. Becker                 (585 )423-5653
(Name)                             (Area Code)     (Telephone Number)

(2) Have all other periodic reports under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
                                                      X
                                                    _____  Yes  ____ No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                                             X
                                                   ___ Yes _____ No

See response to Part III.

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                   SIGNATURES

                         XEROX CORPORATION SAVINGS PLAN
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


                                        /s/ Lawrence M. Becker
Date: July 1, 2002                  By: -----------------------------
                                       Name: Lawrence M. Becker
                                       Title:  Plan Administrator