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)
800 LONG RIDGE ROAD
P. O. BOX 1600
(Street)
STAMFORD CT 06904
(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)
01/28/2005
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
Incentive Stock Rights 366,000 D
Xerox Stock Fund 13,300.425(4) I Xerox Stock Fund
Common Stock 75,000 I By Anne M. Mulcahy GRAT(5)
Common Stock 4,503.34 I Employee Stock Ownership Plan
Common Stock 01/28/2005 S(6) 3,800 D $15.29 694,155 D
Common Stock 01/28/2005 S(6) 20,000 D $15.41 674,155 D
Common Stock 01/28/2005 S(6) 10,400 D $15.36 663,755 D
Common Stock 01/28/2005 S(6) 7,000 D $15.34 656,755 D
Common Stock 01/28/2005 S(6) 5,500 D $15.39 651,255 D
Common Stock 01/28/2005 S(6) 2,000 D $15.37 649,255 D
Common Stock 01/28/2005 S(6) 11,100 D $15.3 638,155 D
Common Stock 01/28/2005 S(6) 6,300 D $15.33 631,855 D
Common Stock 01/28/2005 S(6) 7,800 D $15.32 624,055 D
Common Stock 01/28/2005 S(6) 4,900 D $15.31 619,155 D
Common Stock 01/28/2005 S(6) 4,500 D $15.35 614,655 D
Common Stock 01/28/2005 S(6) 1,600 D $15.38 613,055 D
Common Stock 01/28/2005 S(6) 20,838 D $15.4 592,217 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 $4.75 01/01/2002(1) 12/31/2010 Common Stock 784,600 784,600 D
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 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 12/31/2009 Common Stock 60,000 60,000 D
Stock Option $27 01/01/2001 12/31/2009 Common Stock 250,000 250,000 D
Stock Option $36.7032 01/01/1999(2) 12/31/2005 Common Stock 114,436 114,436 D
Stock Option $44.1563 01/01/1999(2) 12/31/2005 Common Stock 3,500 3,500 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 12/31/2009 Common Stock 13,946 13,946 D
Stock Option $59.4375 01/01/2000 12/31/2006 Common Stock 1,382 1,382 D
Deferred Comp. $0.00(3) 08/08/1988(3) 08/08/1988(3) Common Stock $500,000 $500,000(4) D
Stock Option $13.685 01/01/2005(1) 12/31/2011 Common Stock 609,000 609,000 D
Explanation of Responses:
1. Options vest over three years, 33.3% per year beginning in year shown.
2. Options vest over three years, 33%, 33%, 34%, beginning in year shown.
3. Not Applicable
4. Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan.
5. This GRAT includes 75,000 shares previously held directly by reporting person.
6. The exercise of stock options and the corresponding sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2004 and disclosed under Item 8.01 of the Form 8-K filed with the Securities and Exchange Commission on November 5, 2004
K. W. Fizer, Attorney-In-Fact 02/01/2005
** 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.