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^*

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. 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)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006

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								9,334	D
Common Stock								5,447.37	I	Employee Stock Ownership Plan
Common Stock	07/28/2006		M/K⁽⁴⁾		25,245	A	$0⁽²⁾	39,264	D
Common Stock	07/28/2006		F⁽⁴⁾		14,018	D	$14.2	25,246	D
Common Stock	07/28/2006		S⁽⁴⁾		11,227	D	$14.22	14,019	D
Common Stock	07/28/2006		M		24,755	A	$0⁽²⁾	38,774	D
Common Stock	07/28/2006		S		24,755	D	$14.22	14,019	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	$46.875							01/01/1999⁽¹⁾	12/31/2008	Commom Stock	22,314		22,314	D
Stock Option	$59.4375							01/01/2000⁽¹⁾	12/31/2006	Commom Stock	1,104		1,104	D
Stock Option	$47.5							03/01/2003	12/31/2009	Commom Stock	7,032		7,032	D
Stock Option	$21.7812							01/01/2005	12/31/2009	Commom Stock	30,000		30,000	D
Stock Option	$10.365							01/01/2003⁽¹⁾	12/31/2011	Commom Stock	93,500		93,500	D
Stock Option	$7.885	07/28/2006		M/K⁽⁴⁾			25,245	01/01/2004⁽¹⁾	12/31/2012	Commom Stock	25,425	$0⁽²⁾	68,255	D
Stock Option	$7.885	07/28/2006		M			24,755	01/01/2004⁽¹⁾	12/31/2012	Commom Stock	24,755	$0⁽²⁾	43,500	D
Stock Option	$13.685							01/01/2005⁽¹⁾	12/31/2011	Common Stock	46,000		46,000	D
Performance Shares	$0.0⁽²⁾							08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	8,833		8,833⁽³⁾	D

Explanation of Responses:

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

2. Not Applicable

3. 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.

4. Stock options were excercised by stock swap using the attestation method

	K. Boyle, Attorney-in-Fact	08/01/2006
	** 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.
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