SEC FORM 4/A

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)

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)
	President, Xerox Corporation

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/21/2006

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)
Xerox Stock Fund								2,379.93⁽¹⁾	I	Xerox Stock Fund
Xerox Stock Fund								3,445.54⁽²⁾	I	Xerox Stock Fund
Xerox Stock Fund								3,735.82⁽³⁾	I	Xerox Stock Fund
Xerox Stock Fund								4,651.86⁽⁴⁾	I	Xerox Stock Fund

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)

Explanation of Responses:

1. Units purchased in the Xerox Stock Fund under the Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. The reporting person is amending the Form 4 filed on February 21, 2006, for the purpose of correcting the holdings. Between February 1, 2006 and February 21, 2006, the reporting person acquired 301.7 units in the Xerox Stock Fund under the Xerox Savings Plan.

2. Units purchased in the Xerox Stock Fund under the Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. The reporting person is amending the Form 4 filed on January 2, 2007, for the purpose of correcting the holdings. Between February 22, 2006 and January 2, 2007, the reporting person acquired 1,065.61 units in the Xerox Stock Fund under the Xerox Savings Plan.

3. Units purchased in the Xerox Stock Fund under the Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. The reporting person is amending the Form 4 filed on February 15, 2007, for the purpose of correcting the holdings. Between January 3, 2007 and February 15, 2007, the reporting person acquired 290.28 units in the Xerox Stock Fund under the Xerox Savings Plan.

4. Units purchased in the Xerox Stock Fund under the Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. The reporting person is amending the Form 4 filed on April 2, 2007, for the purpose of correcting the holdings. Between February 16, 2007 and April 2, 2007, the reporting person acquired 916.04 units in the Xerox Stock Fund under the Xerox Savings Plan.

	Karen Boyle, Attorney-In-Fact	02/05/2008
	** 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).
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.