EXHIBIT 23


Consent of Independent Auditors
To the Board of Directors and Shareholders of Xerox Corporation:

We consent to the incorporation by reference in the Registration Statements of
Xerox Corporation on Forms S-8 (Nos. 333-93269, 333-09821, 333-22059,
333-22037, 333-22313, 33-65269, 33-44314, 33-44313, 33-18126, 2-86275, 2-86274)
and Forms S-3 (Nos. 33-9486, 33-32215, 333-59355 and 333-73173) of our report
dated May 30, 2001 relating to the consolidated balance sheets of Xerox
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, cash flows, and shareholders' equity and
related financial statement schedule for each of the years in the three-year
period ended December 31, 2000, which report appears in the 2000 Annual Report
on Form 10-K of Xerox Corporation.

Our report dated May 30, 2001 indicates that the Company's consolidated balance
sheet as of December 31, 1999, and the related consolidated statements of
operations, cash flows, and shareholder's equity for the years ended December
31, 1999 and December 1998, have been restated.

Our audit report also indicates that the supplementary quarterly financial
information included in the Company's consolidated financial statements
contains information that we did not audit, and accordingly, we do not express
an opinion on that information. We did not have an adequate basis to complete
reviews of the quarterly information in accordance with standards established
by the American Institute of Certified Public Accountants due to the matters
related to the restatement issues as described in Note 2 to the consolidated
financial statements.

                                                                  /s/ KPMG LLP

Stamford, Connecticut
June 7, 2001