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* MULCAHY ANNE M (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) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2006
	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
Incentive Stock Rights								366,000	D
Xerox Stock Fund								13,300.425(3)	I	Xerox Stock Fund
Common Stock								75,000	I	By Anne M. Mulcahy GRAT(4)
Common Stock								4,503.34	I	Employee Stock Ownership Plan
Common Stock	01/30/2006		M(5)(6)		377,023	A	$0.0(2)	929,969	D
Common Stock	01/30/2006		F(5)(6)		96,082	D	$13.9934	833,887	D
Common Stock	01/30/2006		J(5)(6)		127,978	D	$13.9934	705,909	D
Common Stock	01/30/2006		S(5)		10,062	D	$14.06	695,847	D
Common Stock	01/30/2006		S(5)		3,500	D	$14.04	692,347	D
Common Stock	01/30/2006		S(5)		700	D	$14.03	691,647	D
Common Stock	01/30/2006		S(5)		13,600	D	$14.02	678,047	D
Common Stock	01/30/2006		S(5)		35,700	D	$14	642,347	D
Common Stock	01/30/2006		S(5)		34,400	D	$13.99	607,947	D
Common Stock	01/30/2006		S(5)		50,000	D	$13.97	557,947	D
Common Stock	01/30/2006		S(5)		5,000	D	$13.96	552,947	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	$4.75	01/31/2006		M(5)(6)			377,023	01/01/2002(1)	12/31/2010	Common Stock	377,023	$0(2)	257,577	D
Stock Option	$7.885							01/01/2004(1)	12/31/2012	Common Stock	934,600		934,600	D
Stock Option	$9.25							01/01/2004	08/28/2011	Common Stock	1,000,000		1,000,000	D
Stock Option	$10.365							01/01/2003(1)	12/31/2011	Common Stock	934,600		934,600	D
Stock Option	$21.7812							01/01/2005	12/31/2009	Common Stock	60,000		60,000	D
Stock Option	$27							01/01/2001	12/31/2009	Common Stock	250,000		250,000	D
Stock Option	$46.875							01/01/1999(1)	12/31/2008	Common Stock	49,044		49,044	D
Stock Option	$47.5							03/01/2003	12/31/2009	Common Stock	13,946		13,946	D
Stock Option	$59.4375							01/01/2000	12/31/2006	Common Stock	1,382		1,382	D
Deferred Comp.	$0.00(2)							08/08/1988(2)	08/08/1988(2)	Common Stock	$500,000		$500,000(3)	D
Stock Option	$13.685							01/01/2005(1)	12/31/2011	Common Stock	609,000		609,000	D

Explanation of Responses:

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

2. Not Applicable

3. Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan.

4. This GRAT includes 75,000 shares previously held directly by reporting person.

5. The exercise of stock options and the corresponding sale of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2004 and disclosed under Item 8.01 of the Form 8-K filed with the Securities and Exchange Commission on November 5, 2004

6. Stock options were excercised by stock swap using the attestation method

	K. W. Fizer, Attorney-In-Fact	02/01/2006
	** 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).
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