Exhibit 99-2
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 2-86275 and 333-22037) of Xerox Corporation of our
report dated July 3, 2002, relating to the financial statements of The Profit
Sharing Plan of Xerox Corporation and The Xerographic Division, Union of
Needletrades, Industrial and Textile Employees, A.F.L. - C.I.O. - C.L.C., which
appears in this Form 11-K.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Florham Park, New Jersey
July 12, 2002