Sec Form 4 Filing - MOTRONI HECTOR J @ XEROX CORP - 2007-04-02

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 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 MOTRONI HECTOR J 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 (Last) (First) (Middle) 800 LONG RIDGE ROAD, P. O. BOX 1600 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2007 (Street) STAMFORD, CT06904 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,046.14 I Employee Stock Ownership Plan Common Stock 137,861.7078 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 7.885 01/01/2003( 2 ) 12/31/2012 Common Stock 81,000 40,500 D Stock Options $ 10.365 01/01/2002( 2 ) 12/31/2011 Common Stock 121,500 121,500 D Stock Options $ 21.7812 01/01/2005 12/31/2009 Common Stock 50,000 50,000 D Stock Options $ 46.875 01/01/1999 12/31/2008 Common Stock 20,436 20,436 D Stock Options $ 47.5 03/01/2003 12/31/2009 Common Stock 8,860 8,860 D Stock Options $ 54.8594 01/01/2000 12/31/2008 Common Stock 57,214 57,214 D Deferred Comp. ( 1 ) $ 0 08/08/1988( 2 ) 08/08/1988( 2 ) Common Stock $ 0 $ 62,195 ( 1 ) D Stock Option $ 13.685 01/01/2005( 2 ) 12/31/2011 Common Stock 77,000 77,000 D Performance Shares $ 0 ( 3 ) 04/02/2007 A 20,500 ( 4 ) 08/08/1988( 3 ) 08/08/1988( 3 ) Common Stock 20,500 $ 0 ( 3 ) 55,834 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOTRONI HECTOR J 800 LONG RIDGE ROAD P. O. BOX 1600 STAMFORD, CT06904 Senior Vice President Signatures Karen Boyle, Attorney-In-Fact 04/04/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan. ( 2 )Options vest over three years, 33.3% per year beginning in year shown. ( 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.

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).

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