8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 17, 2011

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York	001-04471	16-0468020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

45 Glover Avenue

Norwalk, Connecticut 06856-4505

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Election of Directors

(d) Election of Directors

On August 17, 2011, Registrant’s Board of Directors elected Sara Martinez Tucker to serve on Registrant’s Board of Directors effective September 1, 2011. Ms. Tucker will receive the standard director compensation that Registrant provides to its non-employee directors. A description of Registrant’s standard director compensation can be found on pages 18-19 of Registrant’s 2011 Proxy Statement, dated April 12, 2011. A copy of the Press Release relating to Ms. Tucker’s election is being furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Registrant dated August 18, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.

Date: August 18, 2011

XEROX CORPORATION
By:	/S/ DON H. LIU
	Don H. Liu
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Registrant dated August 18, 2011

EX-99.1

Exhibit 99.1

News from Xerox

For Immediate Release Xerox Corporation 45 Glover Avenue P.O. Box 4505 Norwalk, CT 06856-4505   tel +1-203-968-3000

Sara Martinez Tucker Elected to Xerox Board of Directors

NORWALK, Conn., Aug. 18, 2011 – Xerox Corporation’s (NYSE: XRX) board of directors today announced that Sara Martinez Tucker has been elected to the board effective Sept. 1, 2011.

“Sara brings to our board impressive credentials and experience as an accomplished leader. Her success in both the public and private sectors will greatly benefit Xerox and our shareholders,” said Xerox Chairman and CEO Ursula Burns.

Tucker, 56, most recently served as the under secretary at the U.S. Department of Education, nominated by President George W. Bush in September 2006 and confirmed by the Senate in December of that year, serving until December 2008. Previously, Tucker was president and CEO of the Hispanic Scholarship Fund for nine years, and earlier spent 16 years as a senior executive at AT&T.

Tucker received both a bachelor of journalism degree and a master of business administration degree from the University of Texas at Austin. She serves on the board of directors of American Electric Power, the board of trustees at the University of Notre Dame, and is a member of Wal-Mart’s External Advisory Council.

About Xerox

Xerox Corporation is a $22 billion leading global enterprise for business process and document management. Through its broad portfolio of technology and services, Xerox provides the essential back-office support that clears the way for clients to focus on what they do best: their real business. Headquartered in Norwalk, Conn., Xerox provides leading-edge document technology, services, software and genuine Xerox supplies for graphic communication and office printing environments of any size. Through ACS, A Xerox Company, which Xerox acquired in February 2010, Xerox also offers extensive business process outsourcing and IT outsourcing services, including data processing, HR benefits management, finance support, and customer relationship management services for commercial and government organizations worldwide. The 134,000 people of Xerox serve clients in more than 160 countries. For more information, visit http://www.xerox.com, http://news.xerox.com, http://www.realbusiness.com or http://www.acs-inc.com. For investor information, visit http://www.xerox.com/investor.

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Media Contact:

Carl Langsenkamp, Xerox Corporation, +1-585-423-5782,

carl.langsenkamp@xerox.com

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