Sec Form 4 Filing - MACDONALD MICHAEL C @ XEROX CORP - 2007-05-01

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 MACDONALD MICHAEL C 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) 05/01/2007 (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 4,228.78 I Employee Stock Ownership Plan Common Stock 45 I Children Incentive Stock Rights 55,000 D Xerox Stock Fund 11,626.77 I ( 3 ) Xerox Stock Fund Common Stock 05/01/2007 M 33,100 A $ 0 ( 1 ) 55,407 D Common Stock 05/01/2007 S 24,800 D $ 18.43 30,607 D Common Stock 05/01/2007 S 8,300 D $ 18.42 22,307 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 Option $ 5.14 10/14/2007 12/31/2011 Common Stock 50,000 50,000 D Stock Option $ 7.885 05/01/2007 M 33,100 01/01/2004( 2 ) 12/31/2012 Common Stock 72,500 $ 0 ( 1 ) 72,500 D Stock Option $ 10.365 01/01/2003( 2 ) 12/31/2011 Common Stock 93,500 93,500 D Stock Option $ 21.7812 01/01/2005( 2 ) 12/31/2009 Common Stock 30,000 30,000 D Stock Option $ 46.875 01/01/1999( 2 ) 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 Deferred Comp $ 0 ( 1 ) 08/08/1988( 1 ) 08/08/1988( 1 ) Common Stock $ 58,628 $ 58,628 D Stock Option $ 13.685 01/01/2005( 2 ) 12/31/2011 Common Stock 77,000 77,000 D Stock Option $ 15.205 01/01/2005( 2 ) 12/31/2011 Common Stock 15,000 15,000 D Performance Shares $ 0 ( 1 ) 08/08/1988( 1 ) 08/08/1988( 1 ) Common Stock 25,067 68,201 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACDONALD MICHAEL C 800 LONG RIDGE ROAD P. O. BOX 1600 STAMFORD, CT06904 Senior Vice President Signatures Karen Boyle, Attorney-In-Fact 05/02/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not Applicable ( 2 )Options vest over three years, 33.3% per year beginning in year shown. ( 3 )Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value. ( 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).

** 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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