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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 		 
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OMB Number: 3235-0287
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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*
BURNS URSULA M
(Last) (First) (Middle)
800 LONG RIDGE ROAD
P. O. 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)
07/28/2005
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)
Code V Amount (A) or (D) Price
Common Stock 07/28/2005 S(5) 35,000 D $35,000 125,206 D
Common Stock 3,316.78 I Employee Stock Ownership Plan
Common Stock 3,458 I Children
Incentive Stock Rights 84,134 D
Xerox Stock Fund 04/30/2005 J(4) V 476.03 A $0(3) 1,735.02 I Xerox Stock Fund
Xerox Stock Fund 06/30/2005 J(4) V 168.67 A $0(3) 1,903.69 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $4.75 01/01/2002(1) 12/31/2010 Common Stock 149,600 149,600 D
Stock Option $5.14 10/14/2007 12/31/2011 Common Stock 100,000 100,000 D
Stock Option $7.885 01/01/2004(1) 12/31/2012 Common Stock 280,400 280,400 D
Stock Option $10.365 01/01/2003(1) 12/31/2011 Common Stock 149,600 149,600 D
Stock Option $21.7812 01/01/2005 12/31/2009 Common Stock 40,000 40,000 D
Stock Option $36.7032 01/01/1999(2) 12/31/2005 Common Stock 35,658 35,658 D
Stock Option $46.875 01/01/1999(1) 12/31/2008 Common Stock 15,282 15,282 D
Stock Option $47.5 03/01/2003 12/31/2009 Common Stock 5,625 5,625 D
Stock Option $59.4375 01/01/2000(1) 12/31/2006 Common Stock 630 630 D
Stock Option $13.685 01/01/2005(1) 12/31/2011 Common Stock 138,000 138,000 D
Explanation of Responses:
1. Options vest over three years, 33.3% per year beginning in year shown.
2. Options vest over three years, 33%, 33%, 34%, beginning in year shown.
3. Not Applicable
4. Units purchased in and loan repayments to Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.
5. This sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 8, 2005 and disclosed under Item 8.01 of the Form 8-K filed with the Securities and Exchange Commission on November 5, 2004.
K. W. Fizer, Attorney-In-Fact 08/01/2005
** 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.
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.
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POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of J. M. Farren, K. W. Fizer and S. K. Lee,
as the undersigned's true and lawful attorney's-in-fact, with full powers to act alone, to execute
and file with the Securities and Exchange Commission and any stock exchange or similar authority one
or more beneficial ownership reports and any and all amendments thereto, together with any and all
exhibits relating thereto including this Power of Attorney, in the name and on behalf of the undersigned,
disclosing the undersigned's beneficial ownership of securities of Xerox Corporation, in connection with
Section 16 and any other provisions of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder (the "SEC Rules"), which reports, amendments and exhibits shall contain such
information as any of J. Michael Farren, K. W. Fizer, and S. K. Lee deems appropriate.  The undersigned
hereby grants to each such Attorney-in-fact full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the
intent of the foregoing  as the undersigned might or could do personally.  The undersigned acknowledges that
none of the foregoing attorneys-in-fact, in serving in such capacity, which the undersigned acknowledges is
at the request of the undersigned, is assuming, nor is Xerox Corporation assuming, any of the undersigned's
responsibilities to comply with the SEC Rules.  This power of attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until the undersigned is no longer required to file
any of the aforementioned reports under the SEC Rules, unless earlier revoked by the undersigned in a signed
writing delivered to the applicable attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 18th day of July 2005.
/s/Ursula M. Burns