SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dastin Richard M

(Last)

(First)

(Middle)

45 GLOVER AVENUE

P.O. 4505

(Street)

NORWALK

06856

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2008

3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [ XRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		President, Xerox Office Group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,429.6809	D
Restricted Stock Units	41,310⁽³⁾	D
Common Stock	2,542	I	Employee Stock Ownership Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	08/08/1988⁽¹⁾	08/08/1988⁽¹⁾	Common Stock	22,560⁽²⁾	$0⁽¹⁾	D
Stock Options	03/01/2003	12/31/2009	Common Stock	773	$47.5	D
Stock Options	01/01/2002	12/31/2008	Common Stock	1,650	$59.4375	D
Stock Options	03/01/2003	12/31/2009	Common Stock	387	$26.625	D
Stock Options	01/01/2003	12/31/2009	Common Stock	2,000	$21.7812	D
Stock Options	01/01/2002	12/31/2009	Common Stock	100	$21.7812	D
Stock Options	01/01/2005	12/31/2011	Common Stock	7,700	$10.365	D
Stock Options	01/01/2006	12/31/2012	Common Stock	5,134	$7.8885	D
Stock Options	01/01/2006	12/31/2012	Common Stock	1,500	$11.075	D
Stock Options	01/01/2006	12/31/2011	Common Stock	5,000	$13.685	D

Explanation of Responses:

1. Not Applicable

2. These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.

3. Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.

	Karen Boyle, Attorney in Fact	09/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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