Exhibit 4(e)(3)

                                  AMENDMENT TO
            INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE


     This AMENDMENT TO INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
(this "Amendment") is entered into as of October 22, 2001 by and among Xerox
Corporation ("Company"), Bank One, National Association, a national banking
association duly organized and existing under the laws of the United States,
having its principal Corporate Trust Office at c/o 100 East Broad Street, 8th
Floor, Columbus, Ohio, 43215, as successor by merger with The First National
Bank of Chicago ("Resigning Trustee"), and Wells Fargo Bank Minnesota, National
Association, a national banking association duly organized and existing under
the laws of the United States, having its principal office at Wells Fargo
Center, Sixth Street and Marquette Avenue; N9303-120, Minneapolis, Minnesota
55479 ("Successor Trustee").

     WHEREAS, the Company, Resigning Trustee and Successor Trustee entered into
an Instrument of Resignation, Appointment and Acceptance dated as of July 26,
2001 (the "Instrument"), pursuant to which the Resigning Trustee resigned, and
the Successor Trustee has been appointed by the Company, as the Trustee, Paying
Agent and Security Registrar under the Indenture dated as of April 21, 1998
between the Company and Resigning Trustee (the "Indenture"), pursuant to which
Indenture the Company issued its Convertible Subordinated Debentures Due April
21, 2018, such resignation and appointment became effective as of July 26, 2001;
and

     WHEREAS, the parties hereto wish to amend certain provisions of the
Instrument as herein provided.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Section 8(c) of the Instrument is hereby amended and restated in
its entirety as follows:

     "c. The Resigning Trustee certifies that $953,072,000 in aggregate
Principal Amount at Stated Maturity on the Debentures is outstanding as of July
26, 2001 and all interest on all of the Debentures has been paid through April
21, 2001."

     SECTION 2. Except as otherwise expressly set forth herein, neither the
effective date of the resignation of the Resigning Trustee, and the appointment
of the Successor Trustee, as the Trustee, Paying Agent and Security Registrar
under the Indenture, nor any other provision of the Instrument is amended or
otherwise modified.

     SECTION 3. Each party hereto represents and warrants to the other that (i)
it is duly organized, validly existing and in good standing under the laws of
its organization; (ii) its execution, delivery and performance of this Amendment
is within its corporate (or organizational) powers, have been duly authorized by
all necessary corporate (or organizational) action of such party, and do not
contravene its charter or by-laws (or constitutional documents) or any law or
contractual restriction binding upon or affecting it; (iii) no consent or
approval or other action by, and no notice to or filing with, any governmental
authority is required for its due execution, delivery and performance of this
Amendment; and (iv) this Amendment has been duly executed and delivered on its
behalf and constitutes a legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms.

     SECTION 4.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN




ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment may be
executed in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.

                                    XEROX CORPORATION


                                    By:  ______________________________
                                         Name:  Richard Ragazzo
                                         Title: Assistant Treasurer


                                    BANK ONE, NATIONAL ASSOCIATION,
                                    as Resigning Trustee

                                    By:  ______________________________
                                         Name:  Robert H. Major
                                         Title: Trust Officer


                                    WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION,
                                    as Successor Trustee

                                    By:  ______________________________
                                         Name:  Jane Schweiger
                                         Title: Assistant Vice President