Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 33-32215, 333-73173) and S-8 (No. 333-93269,
333-09821, 333-22059, 333-22037, 333-22313, 333-35790, 33-65269, 33-44314,
2-86275, 2-86274) of Xerox Corporation of our report dated June 26, 2002, which
contains an explanatory paragraph indicating that the Company's 1999 and 2000
consolidated financial statements, previously audited by other independent
accountants, has been restated, relating to the financial statements and
financial statement schedules, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Stamford, CT
June 26, 2002