SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PEPPER JOHN E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2003

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2003		A		1,535⁽³⁾	A	10.59	77,966.2969⁽³⁾	D
Common Stock	08/08/1988⁽¹⁾		J⁽¹⁾		0⁽¹⁾	D	0.00	31,000	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	10.5	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	01/01/2004⁽²⁾	05/15/2013	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	6.8	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	09/09/2012	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	9.25	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	08/28/2011	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	26.5625	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	05/22/2006	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	27	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	05/18/2010	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	32.1563	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	05/14/2007	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	54.2188	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	05/22/2006	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Stock Option	60.4375	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	05/20/2009	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	5,000	D
Deferred Comp.	0.00	08/08/1988⁽¹⁾		J⁽¹⁾			0⁽¹⁾	08/08/1988⁽¹⁾	08/08/1988⁽¹⁾	Common Stock	$0.00⁽¹⁾	$0.00⁽¹⁾	$135,482	D

Explanation of Responses:

1. This is a total row. Information requested is not applicable.

2. Options vest over three years, 33%, 33%, 34%, beginning in year shown.

3. Correction of typographical error in the number of shares acquired and the balance of securities owned following the transaction for the July 1, 2003 filing of the number of restricted shares issued as payment of fees under the terms of the Restricted Stock Plan for Directors.

	K. W. Fizer, Attorney-In-Fact	07/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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