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*
BURNS URSULA M
(Last) (First) (Middle)
800 LONG RIDGE ROAD
P. O. 1600
(Street)
STAMFORD 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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006
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)
Code V Amount (A) or (D) Price
Common Stock 01/03/2006 J(4) V 27,667 A $0(2) 169,458 D
Common Stock 01/03/2006 F(4) V 9,750 D $0(2) 159,708 D
Common Stock 01/30/2006 S(5) 10,081 D $14.06 149,627 D
Common Stock 01/30/2006 S(5) 3,300 D $14.04 146,327 D
Common Stock 01/30/2006 S(5) 700 D $14.03 145,627 D
Common Stock 01/30/2006 S(5) 13,200 D $14.02 132,427 D
Common Stock 01/30/2006 S(5) 15,700 D $14 116,727 D
Common Stock 01/30/2006 S(5) 3,900 D $13.99 112,827 D
Common Stock 01/30/2006 S(5) 5,000 D $13.96 107,827 D
Common Stock 01/30/2006 M(5) 149,600 A $0(2) 257,427 D
Common Stock 01/30/2006 S(5) 10,000 D $14.06 247,427 D
Common Stock 01/30/2006 S(5) 3,200 D $14.04 244,227 D
Common Stock 01/30/2006 S(5) 600 D $14.03 243,627 D
Common Stock 01/30/2006 S(5) 12,500 D $14.02 231,127 D
Common Stock 01/30/2006 S(5) 35,600 D $14 195,527 D
Common Stock 01/30/2006 S(5) 32,700 D $13.99 162,827 D
Common Stock 01/30/2006 S(5) 50,000 D $13.97 112,827 D
Common Stock 01/30/2006 S(5) 5,000 D $13.96 107,827 D
Incentive Stock Rights 01/03/2006 J(4) V 27,667 D $0.0(2) 27,667 D
Common Stock 3,316.78 I Empolyee Stock Ownership Plan
Common Stock 3,458 I Children
Xerox Stock Fund 2,078.23 I Xerox Stock Fund(3)
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 01/30/2006 M(5) 149,600 01/01/2002(1) 12/31/2010 Common Stock 149,600 $0(2) 0 D
Stock Option $5.14 10/14/2007 12/31/2011 Common Stock 100,000 100,000 D
Stock Option $7.885 01/01/2004(1) 12/31/2012 Common Stock 280,400 280,400 D
Stock Option $10.365 01/01/2003(1) 12/31/2011 Common Stock 149,600 149,600 D
Stock Option $21.7812 01/01/2005 12/31/2009 Common Stock 40,000 40,000 D
Stock Option $46.875 01/01/1999(1) 12/31/2008 Common Stock 15,282 15,282 D
Stock Option $47.5 03/01/2003 12/31/2009 Common Stock 5,625 5,625 D
Stock Option $59.4375 01/01/2000(1) 12/31/2006 Common Stock 630 630 D
Stock Option $13.685 01/01/2005(1) 12/31/2011 Common Stock 138,000 138,000 D
Explanation of Responses:
1. Options vest over three years, 33.3% per year beginning in year shown.
2. Not Applicable
3. Units purchased in and loan repayments to Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.
4. Vesting of incentive stock rights.
5. This sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2005 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 02/01/2006
** 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.
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.