SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 11-K

(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For the fiscal year ended: December 31, 2004

                                       OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        For the transition period from ________________ to _____________

Commission File Number 1-4471

A. Full title of the plan and address of the plan, if different from that of the
issuer named below:

                         XEROX CORPORATION SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:

                       XEROX CORPORATION
                       P.O. BOX 1600
                       STAMFORD, CONNECTICUT  06904-1600

                              REQUIRED INFORMATION

      The Xerox Corporation Savings Plan (the "Plan") is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the
requirements of Items 1-3 of Form 11-K, the financial statements and schedule of
the Plan at December 31, 2004 and 2003 and for the year ended December 31, 2004,
which have been prepared in accordance with the financial reporting requirements
of ERISA, are filed herewith as Exhibit 99-1 and incorporated herein by
reference.

EXHIBITS



Exhibit Number                  Description
--------------                  -----------
                             
99-1                            Financial Statements and Schedule of the Plan at
                                December 31, 2004 and 2003 and for the year
                                ended December 31, 2004

99-2                            Consent of Independent Registered Public 
                                Accounting Firm




THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the person who administers the plan has duly caused this annual report to be
signed by the undersigned hereunto duly authorized.

XEROX CORPORATION SAVINGS PLAN

/S/LAWRENCE M. BECKER
LAWRENCE M. BECKER
PLAN ADMINISTRATOR

Stamford, Connecticut
Date: June 29, 2005