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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 		 
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*
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. Date of Earliest Transaction (Month/Day/Year)
02/12/2004
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 58,307 D
Incentive Stock Rights 02/12/2004 A(4)(5) 9,000 A $0.00(1) 55,000 D
Common Stock 45 I children
Xerox Stock Fund 01/31/2004 J V 134.2 A $0.00(6) 9,595.8495 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(3) 12/31/2010 Common Stock 93,500 93,500 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 02/12/2004 A 15,000 01/01/2005(3) 12/31/2011 Common Stock 15,000 $0.00(1) 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.
4. Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.
5. Restricted awards vest over three years, 33.3% per year beginning with 01/01/2005.
6. Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.
K.W. Fizer, Attorney-In-Fact 02/13/2004
** 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.
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9149250145	p.2
M~i 21 03 03:33p	MacDonald
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
2nd day of February,2004.
/s/Michael C. MacDonald