Item  8.01. Other Events.

On April 28, 2008, Registrant closed a $1 billion offering of 6.35% Senior Notes due 2018 and a $400 million offering of 5.65% Senior Notes due 2013.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

5    Opinion of Cravath, Swaine & Moore LLP relating to Registrant’s 6.35% Senior Notes due 2018 and 5.65% Senior Notes due 2013.

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.

Date: April 28, 2008

 

XEROX CORPORATION
By:   /S/ RHONDA L. SEEGAL
 

Rhonda L. Seegal

Vice President and Treasurer

EXHIBIT INDEX

 

Exhibit No.

  

Description

5    Opinion of Cravath, Swaine & Moore LLP relating to Registrant’s 6.35% Senior Notes due 2018 and 5.65% Senior Notes due 2013.