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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1. Name and Address of Reporting Person * Maddison Thomas J   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) SVP & Chief HR Officer (Last) (First) (Middle) 45 GLOVER AVENUE, P.O. BOX 4505 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2014 (Street) NORWALK, CT 06856 4. If Amendment, Date 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 (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) Code V Amount (A) or (D) Price Common Stock 07/01/2014   M   10,192 (1) A (2) 107,315 D   Common Stock 07/01/2014   F   3,471 (3) D $ 12.38 103,844 D   Common Stock 07/01/2014   A   20,036 (4) A $ 12.38 123,880 D   Common Stock 07/01/2014   F   6,823 (3) D $ 12.38 117,057 D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

$ 0 (2)

07/01/2014

A

8,471 (5)

08/08/1988(2)

08/08/1988(2)

Common Stock

8,471

(2)

27,134

D

Performance Shares

$ 0 (2)

07/01/2014

M

10,192 (1)

08/08/1988(2)

08/08/1988(2)

Common Stock

10,192

(2)

16,942

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maddison Thomas J 45 GLOVER AVENUE P.O. BOX 4505 NORWALK, CT 06856			SVP & Chief HR Officer

Signatures

Karen Boyle, Attorney in Fact		07/02/2014
**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)	Performance Shares vested and converted to Common Stock.
(2)	Not applicable.
(3)	Shares withheld to pay for taxes on the Performance Shares that have vested.
(4)	Shares awarded and vesting on 3 year cummulative performance.
(5)	These performance shares were earned based on achievement of specific annual performance criteria that are not tied to the market price of the issuer's securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective earned date.

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