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* DE LIMA ARMANDO ZAGALO (Last) (First) (Middle) 800 LONG RIDGE ROAD P. O. BOX 1600 (Street) STAMFORD, CT 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) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2004		J(3)		32,500	A	$0(4)	66,981	D
Common Stock	01/02/2004		F(3)		13,326	D	$0.0(4)	53,655	D
Incentive Stock Rights	01/02/2004		J(3)		32,500	D	$0.00(4)	7,000	D
Incentive Stock Rights	01/02/2004		A(5)(6)		37,000	A	$0.00(4)	44,000	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$36.7032							01/01/1999(1)	12/31/2005	Common Stock	46,018		46,018	D
Stock Option	$30.9688							01/01/1998(1)	12/31/2004	Common Stock	4,020		4,020	D
Stock Option	$21.7812							01/01/2005(2)	12/31/2009	Common Stock	20,000		20,000	D
Stock Option	$4.75							01/01/2002(2)	12/31/2010	Common Stock	60,800		60,800	D
Stock Option	$10.365							01/01/2003(2)	12/31/2011	Common Stock	74,800		74,800	D
Stock Option	$7.885							01/01/2004(2)	12/31/2012	Common Stock	121,500		121,500	D
Stock Option	$5.14							10/14/2007	12/31/2011	Common Stock	50,000		50,000	D
Stock Option	$13.685	01/02/2004		A		61,000		01/01/2005(2)	12/31/2011	Common Stock	61,000	$0.00(4)	61,000	D

Explanation of Responses:

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

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

3. Vesting of incentive stock rights.

4. Not Applicable

5. Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.

6. Restricted awards vest over three years, 33.3% per year beginning with 01/01/2005.

	K.W. Fizer, Attorney-In-Fact	01/06/2004
	** 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.

9149250145        p.2
M~i 21 03 03:33p        Zagalo de Lima
POWER OF ATTORNEY
The undersigned hereby authorizes each of L. F. Varon, K. W. Fizer and S.K. Lee, with full power to act alone,
to file one or more beneficial ownership reports on behalf of the undersigned disclosing
the undersigned's beneficial ownership of securities of Xerox Corporation, and amendments thereto,
pursuant to the requirements of the Securities Exchange Act of 1934, as amended, which reports
and amendments shall contain such information as either L. F. Varon, K. W. Fizer or S. K. Lee
deems appropriate. The undersigned hereby appoints each of L. F. Varon, K. W. Fizer and
S. K. Lee as attorneys-in-fact, with full powers to act alone, to execute such Forms and any and
all amendments thereto in the name and on behalf of the undersigned and to file with the
Securities and Exchange Commission a form of this Power of Attorney, 
hereby granting to said attorneys,
and each of them, 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the
17th day of December,2003.
/s/ Armando Zagalo de Lima