Re Revolver Negotiations

RNS Number:7674U
Xerox Corp
18 April 2002



For additional Information contact:

James A. Ramsey                           Cynthia B. Johnston
Director, Investor Relations              Manager, Investor Relations
203-968-3807                              203-968-3489
James.Ramsey@usa,xerox.com                [e-mail]
Fax [phone]                        Fax [phone]

 
                  XEROX EXPECTS COMPLETION OF REVOLVER 
                      NEGOTIATIONS BY END OF JUNE

STAMFORD, Conn, April 18, 2002 - Xerox Corporation (NYSE: XRX) confirmed today 
that significant progress has been made in the company's negotiations with its 
revolver lenders.

Responding to media speculation about Xerox's liquidity, Xerox reiterated that
the principal terms and conditions for refinancing a portion of the revolver and
extending its maturity beyond October 2002 have been distributed to the 57
lenders in the revolver. Following the approval from these lenders as well as
the negotiation and execution of the definitive agreements, the refinancing is
expected to be completed no later than the end of June.

Xerox today also reported a current worldwide cash balance of $4.7 billion. 

                                     -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
September 30, 2001.

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



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