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^*

Lesko James H

(Last)

(First)

(Middle)

C/O XEROX CORPORATION

P.O. BOX 1600 / 800 LONG RIDGE ROAD

(Street)

STAMFORD

06904-1600

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2004

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
X	Officer (give title below)	Other (specify below)
	Vice President

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	1,943	D
Common Stock	5,447.37	I	Employee Stock Ownership Plan
Incentive Stock Rights	28,000⁽¹⁾	D

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)
Stock Option	01/01/1999⁽²⁾	12/31/2005	Commom Stock	52,066	$36.7032	D
Stock Option	01/01/1999⁽³⁾	12/31/2008	Commom Stock	22,314	$46.875	D
Stock Option	01/01/2000⁽³⁾	12/31/2006	Commom Stock	1,104	$59.4375	D
Stock Option	03/01/2003	12/31/2009	Commom Stock	7,032	$47.5	D
Stock Option	01/01/2005	12/31/2009	Commom Stock	30,000	$21.7812	D
Stock Option	01/01/2002⁽³⁾	12/31/2010	Commom Stock	10,800	$4.75	D
Stock Option	01/01/2003⁽³⁾	12/31/2011	Commom Stock	93,500	$10.365	D
Stock Option	01/01/2004⁽³⁾	12/31/2012	Commom Stock	93,500	$7.885	D
Stock Option	01/01/2005⁽³⁾	12/31/2011	Commom Stock	46,000	$13.685	D

Explanation of Responses:

1. Restricted awards vest over three years, 33.3% per year beginning with 01/01/2005.

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

3. Options vest over three years, 33.3% per year beginning in year shown.

	K. W. Fizer, Attorney-in-Fact	10/08/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.