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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1. Name and Address of Reporting Person * ZIMMERMAN LAWRENCE A   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 and CFO (Last) (First) (Middle) 800 LONG RIDGE ROAD, P. O. BOX 1600 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2007 (Street) STAMFORD, CT 06904 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 Common Stock 01/02/2007   J(2) V 24,667 A $ 0 (3) 191,097 D   Common Stock 01/02/2007   F(2) V 8,114 D $ 0 (3) 183,793 D   Common Stock               5,000 I Spouse Common Stock               4,000 I Custodian/Trustee for Grandchildren Common Stock               4.019 I Employee Stock Ownership Plan Incentive Stock Rights 01/02/2007   J(2) V 24,667 D $ 0 (3) 0 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 Option

$ 7.885

01/01/2004(1)

12/31/2012

Common Stock

187,000

187,000

D

Stock Option

$ 8.975

01/01/2003(1)

12/31/2011

Common Stock

121,500

121,500

D

Stock Option

$ 8.975

01/01/2005(1)

12/31/2011

Common Stock

150,000

150,000

D

Stock Option

$ 13.685

01/01/2005(1)

12/31/2011

Common Stock

122,000

122,000

D

Performance Shares

$ 0 (3)

02/15/2006

A

31,367 (4)

08/08/1988(3)

08/08/1988(3)

Common Stock

31,367 (4)

$ 0 (3)

62,734 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZIMMERMAN LAWRENCE A 800 LONG RIDGE ROAD P. O. BOX 1600 STAMFORD, CT 06904			Senior Vice President and CFO

Signatures

Karen Boyle, Attorney-In-Fact		02/16/2007
**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)	Options vest over three years, 33.3% per year beginning in year shown.
(2)	Vesting of incentive stock rights.
(3)	Not Applicable
(4)	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.

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