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):
March 7, 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 5. Other Events.
Reference is made to the ninth paragraph of Note 12. "Litigation" in
Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 2001 regarding the shareholder derivative action
commenced in the Supreme Court of the State of New York against
certain current and former members of Registrant's Board of Directors
concerning compensation awarded to Registrant's former Chief
Executive Officer, G. Richard Thoman.
On January 28, 2002 the court granted the defendants' motion to
dismiss the complaint, dismissing the case in its entirety. The time
during which an appeal of the court's decision could have been filed
has now expired.
_____________________________________________________________________________
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/ MARTIN S. WAGNER
----------------------------
By: MARTIN S. WAGNER
Assistant Secretary
Date: March 7, 2002