SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)
P. O. BOX 1600


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 4,228.78 I Employee Stock Ownership Plan
Common Stock 45 I Children
Incentive Stock Rights 55,000 D
Xerox Stock Fund 11,626.77 I(3) Xerox Stock Fund
Common Stock 05/01/2007 M 33,100 A $0(1) 55,407 D
Common Stock 05/01/2007 S 24,800 D $18.43 30,607 D
Common Stock 05/01/2007 S 8,300 D $18.42 22,307 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $5.14 10/14/2007 12/31/2011 Common Stock 50,000 50,000 D
Stock Option $7.885 05/01/2007 M 33,100 01/01/2004(2) 12/31/2012 Common Stock 72,500 $0(1) 72,500 D
Stock Option $10.365 01/01/2003(2) 12/31/2011 Common Stock 93,500 93,500 D
Stock Option $21.7812 01/01/2005(2) 12/31/2009 Common Stock 30,000 30,000 D
Stock Option $46.875 01/01/1999(2) 12/31/2008 Common Stock 17,166 17,166 D
Stock Option $47.5 03/01/2003 12/31/2009 Common Stock 6,282 6,282 D
Deferred Comp $0.00(1) 08/08/1988(1) 08/08/1988(1) Common Stock $58,628 $58,628 D
Stock Option $13.685 01/01/2005(2) 12/31/2011 Common Stock 77,000 77,000 D
Stock Option $15.205 01/01/2005(2) 12/31/2011 Common Stock 15,000 15,000 D
Performance Shares $0.0(1) 08/08/1988(1) 08/08/1988(1) Common Stock 25,067 68,201(4) D
Explanation of Responses:
1. Not Applicable
2. Options vest over three years, 33.3% per year beginning in year shown.
3. Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.
4. 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.
Karen Boyle, Attorney-In-Fact 05/02/2007
** 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 4 (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.