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Xerox Expects To Raise $400 Million Through Senior Note Offering


STAMFORD, Conn., March 15, 2006 -- Xerox Corporation (NYSE: XRX) expects to raise $400 million through a senior unsecured note offering announced today.

Proceeds from the offering will be used to support the company’s customer financing activities through unsecured debt and for general corporate purposes. The notes, which are due in 2016 and will be issued in U.S. dollars by Xerox, will be sold under the company’s effective shelf registration statement. The offering is subject to market and other conditions.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful.

JPMorgan Securities Inc. and Goldman, Sachs & Co. are acting as joint book-running managers for the offering. Offers for the notes are only to be made through the prospectus. A copy of this prospectus is available by contacting: J.P. Morgan Securities Inc., 270 Park Ave., 8th Floor, New York, NY 10017, Attention: Syndicate Desk; telephone 1-212-834-4533.


NOTE TO EDITORS: This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current beliefs and expectations, and are subject to a number of factors that may cause actual results to differ materially. Such factors include, but are not limited to, our consummation of the transactions as described herein. Information concerning these factors is included in the company’s 2005 Form 10-K filed with the SEC. The company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.


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