SEC Filing | Xerox Corporation

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

HATCH GILBERT

(Last)

(First)

(Middle)

800 LONG RIDGE ROAD

P. O. BOX 1600

(Street)

STAMFORD

06904

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2004

4. If Amendment, Date of 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

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	10/13/2004		J⁽²⁾		238	A	$0	49,551	D
Common Stock	10/13/2004		F⁽²⁾		4	D	$0	49,547	D
Incentive Stock Rights	10/13/2004		J⁽²⁾		238	A	$0	238	D
Incentive Stock Rights	10/13/2004		J⁽²⁾		238	D	$0	0	D
Common Stock								4,171.66	I	Xerox Employee Stock Ownership Plan
Xerox Stock Fund								18,037.294⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$4.75							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	81,000		81,000	D
Stock Option	$5.14							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	50,000		50,000	D
Stock Option	$7.885							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	121,500		121,500	D
Stock Option	$10.365							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	121,500		121,500	D
Stock Option	$21.7812							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	40,000		40,000	D
Stock Option	$25.8125							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	7,735		7,735	D
Stock Option	$31.9375							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	49,950		49,950	D
Stock Option	$36.7032							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	31,150		31,150	D
Stock Option	$46.875							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	16,350		16,350	D
Stock Option	$59.4375							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	992		992	D
Stock Option	$13.685							08/26/2004⁽³⁾	08/26/2005⁽³⁾	Common Stock	61,000		61,000	D

Explanation of Responses:

1. Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.

2. Vesting of Incentive Stock Rights previously reported as cancelled on date of death

3. Exercise date accelerated to date of death and expiration date accelerated to one year following date of death

	K. W. Fizer, Attorney-In-Fact	10/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.