SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MACDONALD MICHAEL C (Last) (First) (Middle) 800 LONG RIDGE ROAD P. O. BOX 1600 (Street) STAMFORD CT 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							58,307	D
Common Stock							45	I	Children
Common Stock							4,228.78	I	Employee Stock Ownership Plan
Incentive Stock Rights							55,000	D
Xerox Stock Fund							10,518.18	I	Xerox Stock Fund

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$4.75						01/01/2002	12/31/2010	Common Stock	33,500		33,500	D
Stock Option	$5.14						10/14/2007	12/31/2011	Common Stock	50,000		50,000	D
Stock Option	$7.885						01/01/2004(3)	12/31/2012	Common Stock	149,600		149,600	D
Stock Option	$10.365						01/01/2003(3)	12/31/2011	Common Stock	93,500		93,500	D
Stock Option	$21.7812						01/01/2005(3)	12/31/2009	Common Stock	30,000		30,000	D
Stock Option	$36.7032						01/01/1999(2)	12/31/2005	Common Stock	36,054		36,054	D
Stock Option	$46.875						01/01/1999(3)	12/31/2008	Common Stock	17,166		17,166	D
Stock Option	$47.5						03/01/2003	12/31/2009	Common Stock	6,282		6,282	D
Stock Option	$59.4375						01/01/2000(3)	12/31/2006	Common Stock	1,184		1,184	D
Deferred Comp	$0.00(1)						08/08/1988(1)	08/08/1988(1)	Common Stock	$58,628		$58,628	D
Stock Option	$13.685						01/01/2005(3)	12/31/2011	Common Stock	77,000		77,000	D
Stock Option	$15.205						01/01/2005(3)	12/31/2011	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Not Applicable

2. Options vest over three years, 33%, 33%, 34%, beginning in year shown.

3. Options vest over three years, 33.3% per year beginning in year shown.

	K.W. Fizer, Attorney-In-Fact	02/09/2005
	** 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.
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