Edgar Filing: BURNS URSULA M

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BURNS URSULA M

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

(Last)

(First)

(Middle)

800 LONG RIDGE ROAD, P. O. 1600

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2005

(Street)

STAMFORD 06904

4. If Amendment, Date Original Filed(Month/Day/Year)
10/12/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	10/10/2005		F⁽⁵⁾	V	12,215 ⁽⁶⁾	D	$ 0 ⁽³⁾	141,791 ⁽⁶⁾	D
Common Stock								3,316.78	I	Employee Stock Ownership Plan
Common Stock								3,458	I	Children
Incentive Stock Rights								55,334	D
Xerox Stock Fund								2,078.23	I	Xerox Stock Fund ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(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

149,600

Stock Option

$ 5.14

10/14/2007

12/31/2011

Common Stock

100,000

Stock Option

$ 7.885

01/01/2004⁽¹⁾

12/31/2012

Common Stock

280,400

Stock Option

$ 10.365

01/01/2003⁽¹⁾

12/31/2011

Common Stock

149,600

Stock Option

$ 21.7812

01/01/2005

12/31/2009

Common Stock

40,000

Stock Option

$ 36.7032

01/01/1999⁽²⁾

12/31/2005

Common Stock

35,658

Stock Option

$ 46.875

01/01/1999⁽¹⁾

12/31/2008

Common Stock

15,282

Stock Option

$ 47.5

03/01/2003

12/31/2009

Common Stock

5,625

Stock Option

$ 59.4375

01/01/2000⁽¹⁾

12/31/2006

Common Stock

630

Stock Option

$ 13.685

01/01/2005⁽¹⁾

12/31/2011

Common Stock

138,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BURNS URSULA M 800 LONG RIDGE ROAD P. O. 1600 STAMFORD 06904			Senior Vice President

Signatures

K. W. Fizer, Attorney-In-Fact		10/18/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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)	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.
(5)	Vesting of incentive stock rights.
(6)	Adjustment required to shares withheld for taxes previously reported 10/12/2005 in order to comply with the American Job Creation Act of 2004 governing supplemental wages over $1 million.

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