17PT Barclays 24

RNS Number:2097L
Xerox Corp
5 October 2001

For additional information contact:

Leslie F. Varon
Vice President, Investor Relations
203-968-3110
Leslie.Varon@usa.xerox.com

Cynthia B. Johnston
Manager, Investor Relations
203-968-3489
Cynthia.Johnston@usa.xerox.com

800 Long Ridge Road 
Stamford, Connecticut 06904 
Fax (203) 968-3944
www.xerox.com/investor


             XEROX RETAINS PRICEWATERHOUSECOOPERS AS NEW ACCOUNTANTS

STAMFORD, Conn., Oct. 5, 2001 - Xerox Corporation today announced that 
PricewaterhouseCoopers LLP has been named the company's independent accountants 
for the fiscal year ending December 31, 2001, replacing KPMG LLP.

"KPMG and Xerox have had a long and important relationship," said Paul A. 
Allaire, Xerox chairman. "While Xerox appreciates their service on our behalf, 
the Board and its Audit Committee believe it is appropriate at this time to 
bring in new accountants.  We fully expect a  smooth and  seamless transition to
Pricewaterhousecoopers."

Xerox today is filing a Form 8-K with the Securities and Exchange Commission 
detailing the change in the company's independent auditor.

The Audit Committee and the Board of Directors approved this week the company's 
decision to change independent accountants.


                                    -XXX-

For additional information about The Document Company Xerox, please visit our 
Worldwide Web site at www.xerox.com/investor.

This release contains forward-looking statements and information relating to 
Xerox that are based on our beliefs as well as assumptions made by and 
information currently available to us. The words "anticipate," "believe," 
"estimate," "expect," "intend," "will" and similar expressions, as they relate 
to us, are intended to identify forward-looking statements. Actual results could
differ materially from those projected in such forward-looking statements. 
Information concerning certain factors that could cause actual results to differ
materially is included in the company's Form 10-Q for the quarter ended June 30,
2001.

XEROX(R), The Document Company(R) and the digital X(R) are trademarks of XEROX 
CORPORATION.

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