SEC FORM 4

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^*

MULCAHY ANNE M

(Last)

(First)

(Middle)

45 GLOVER AVENUE

P. O. BOX 4505

(Street)

NORWALK

06856-4505

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2008

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)
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)
Incentive Stock Rights								366,000	D
Xerox Stock Fund								13,300.425⁽³⁾	I	Xerox Stock Fund
Common Stock								4,503.34	I	Employee Stock Ownership Plan
Common Stock								801,856⁽⁵⁾	I	By Anne M. Mulcahy GRAT
Common Stock								129,343⁽⁵⁾	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)
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	$7.885							01/01/2004⁽¹⁾	12/31/2012	Common Stock	934,600		934,600	D
Stock Option	$9.25							01/01/2004⁽¹⁾	08/28/2011	Common Stock	1,000,000		1,000,000	D
Stock Option	$10.365							01/01/2003⁽¹⁾	12/31/2011	Common Stock	934,600		934,600	D
Stock Option	$21.7812							01/01/2005⁽¹⁾	12/31/2009	Common Stock	60,000		60,000	D
Stock Option	$27							01/01/2001⁽¹⁾	12/31/2009	Common Stock	250,000		250,000	D
Stock Option	$46.875							01/01/1999⁽¹⁾	12/31/2008	Common Stock	49,044		49,044	D
Stock Option	$47.5							03/01/2003⁽¹⁾	12/31/2009	Common Stock	13,946		13,946	D
Deferred Comp.	$0.00⁽²⁾							08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	$500,000		$500,000⁽³⁾	D
Stock Option	$13.685							01/01/2005⁽¹⁾	12/31/2011	Common Stock	609,000		609,000	D
Performance Shares	$0.0⁽²⁾	07/01/2008		A		162,533⁽⁴⁾		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	162,533	$0.0⁽²⁾	458,533⁽⁴⁾	D

Explanation of Responses:

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

2. Not Applicable

3. Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan.

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.

5. This balance includes a transfer in April of 233,113 shares out of the GRAT to common stock and a transfer in May of 362,456 shares of common stock into the GRAT.

	Karen Boyle , Attorney-In-Fact	07/02/2008
	** 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 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).
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