Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cronin Michael Stephen
   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
(Last)
(First)
(Middle)
45 GLOVER AVENUE, P.O. BOX 4505		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2008
(Street)

NORWALK, CT 06856-4505		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Restricted Stock Units               23,500 (3) D  
Common Stock 02/15/2008   M   34,541 (4) A $ 0 (1) 72,613 D  
Common Stock 02/15/2008   F   13,818 D $ 0 (1) 58,795 D  

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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 Underlying Securities
(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 of Derivative Security: 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 Options $ 42.8282             01/01/2001 12/31/2008 Common Stock 3,200   3,200 D  
Stock Options $ 59.4375             01/01/2002 12/31/2008 Common Stock 6,000   6,000 D  
Stock Options $ 26.625             03/01/2003 12/31/2009 Common Stock 950   950 D  
Stock Options $ 47.5             03/01/2003 12/31/2009 Common Stock 1,899   1,899 D  
Stock Options $ 21.7812             01/01/2003 12/31/2009 Common Stock 12,096   12,096 D  
Stock Options $ 21.7812             01/01/2003 12/31/2009 Common Stock 15,000   15,000 D  
Stock Options $ 7.885             01/01/2006 12/31/2012 Common Stock 46,800   46,800 D  
Stock Options $ 13.685             01/01/2006 12/31/2011 Common Stock 28,000   28,000 D  
Performance Shares $ 0 (1) 02/15/2008   A   18,808 (2)   08/08/1998(1) 08/08/1998(1) Common Stock 18,808 $ 0 (1) 45,942 (2) D  
Performance Shares $ 0 (1) 02/15/2008   M     34,541 (4) 08/08/1998(1) 08/08/1998(1) Common Stock 34,541 $ 0 (1) 11,401 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cronin Michael Stephen
45 GLOVER AVENUE
P.O. BOX 4505
NORWALK, CT 06856-4505		       Vice President  

Signatures

 Karen Boyle, Attorney-in-Fact   02/19/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Not Applicable
(2) These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.
(3) Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.
(4) Performance Shares vested and converted to shares of Common Stock.

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