Re Agreement

RNS Number:7632E
Xerox Corp
5 June 2001


XEROX RECEIVES $500 MILLION SECURED FINANCING COMMITMENT


STAMFORD, Conn., June 5, 2001 - Xerox Corporation (NYSE: XRX) today announced
that it has received a commitment letter from Bankers Trust Company, a
subsidiary of Deutsche Bank, for a fully underwritten secured revolving
borrowing facility of $500 million. The financing will be secured by Xerox's
North American Inventory.

"This agreement provides further evidence of Xerox's improved financial strength
and liquidity," said Paul A. Allaire, Xerox chairman and chief executive
officer.

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



Note to Editors: 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 most
recent Form 8-K filed with the SEC.

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