STAMFORD, Conn.--Jan. 7, 2002--Xerox announced its intention to offer Senior Notes due 2009 denominated in dollars and euros in a private placement, subject to market and other conditions. The company expects to raise $500 million for general corporate purposes, including the payment of indebtedness or other obligations. The Notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 and to non-U.S. persons in reliance on Regulation S under the Securities Act of 1933. The Notes will not be registered under the Securities Act. Therefore, the Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.