Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Allen Quincy L
 2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2007		 3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [XRX]
(Last)
(First)
(Middle)
800 LONG RIDGE ROAD, P.O. BOX 1600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STAMFORD, CT 06902		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Restricted Stock 20,500 (2)
D
 
Common Stock 2,432.3899
I
Employee Stock Ownership Plan
Xerox Stock Fund 40,952.8895
I
Xerox Stock Fund (4)
Xerox Stock Fund 4,607.185
I
Xerox Stock Fund held in spouse's name (4)
Common Stock 1,888.968
I
Employee Stock Ownership Plan held in spouse's name
Common Stock 51.1218
I
Xerox Common Stock held in spouse's name
Common Stock 6,101.547
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 01/01/2002 12/31/2008 Common Stock 2,660 $ 59.4375 D  
Stock Options 01/01/2003 12/31/2009 Common Stock 15,000 $ 21.7812 D  
Stock Options 01/01/2003 12/31/2009 Common Stock 6,562 $ 21.7812 D  
Stock Options 03/01/2003 12/31/2009 Common Stock 2,184 $ 25.8125 D  
Stock Options 01/01/2005 12/31/2011 Common Stock 23,400 $ 10.365 D  
Stock Options 01/01/2006 12/31/2012 Common Stock 15,600 $ 7.885 D  
Stock Options 01/01/2006 12/31/2011 Common Stock 16,000 $ 13.685 D  
Deferred Compensation 08/08/1988(1) 08/08/1988(1) Common Stock $ 121,469.52 $ 121,469.52 D  
Performance Shares 08/08/1988(1) 08/08/1988(1) Common Stock 24,001 (3) $ 0 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Allen Quincy L
800 LONG RIDGE ROAD
P.O. BOX 1600
STAMFORD, CT 06902		       Vice President  

Signatures

Karen Boyle, Attorney-in-Fact 06/11/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Not Applicable
(2) Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.
(3) These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.
(4) Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.

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