Sec Form 4 Filing - LARSEN RALPH S @ XEROX CORP - 2008-05-30

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 LARSEN RALPH S 2. Issuer Name and Ticker or Trading Symbol XEROX CORP [ XRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 45 GLOVER AVENUE, P.O. BOX 4505 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2008 (Street) NORWALK, CT06856-4505 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 33,876.1125 ( 5 ) D Deferred Stock Units 35,870 ( 4 ) 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 $ 10.5 01/01/2004( 3 ) 05/15/2013 Common Stock 5,000 5,000 D Stock Option $ 6.8 01/01/2003( 3 ) 09/09/2012 Common Stock 5,000 5,000 D Stock Option $ 9.25 01/01/2002( 3 ) 08/28/2011 Common Stock 5,000 5,000 D Stock Option $ 27 01/01/2001( 3 ) 05/18/2010 Common Stock 5,000 5,000 D Stock Option $ 60.4375 01/01/2000( 3 ) 05/20/2009 Common Stock 5,000 5,000 D Deferred Comp. $ 0 ( 2 ) 08/08/1988( 2 ) 08/08/1988( 2 ) Common Stock $ 27,083 ( 1 ) $ 707,830 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARSEN RALPH S 45 GLOVER AVENUE P.O. BOX 4505 NORWALK, CT06856-4505 X Signatures K. Boyle, Attorney-In-Fact 05/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan. Deferred Compensation is paid to directors six months in advance. Mr. Larsen decided not to stand for reelection to the board of directors during the first quarter of 2008. Accordingly, Mr. Larsen's Deferred Compensation for service on the board of directors was adjusted to reflect his compensation for actual service in 2008. This resulted in a $5,417.00 reduction in this balance. ( 2 )Not Applicable. ( 3 )Options vest over three years, 33.3% per year beginning in year shown. ( 4 )Balance includes the reinvestment of dividend equivalents paid on Deferred Stock Units held as of 3/31/2008 in the amount of 102 DSUs. DSUs compensation is paid to directors six months in advance. Mr. Larsen decided not to stand for reelection to the board of directors during the first quarter of 2008. Accordingly, Mr. Larsen's DSU compensation for service on the board of directors was adjusted to reflect his compensation for actual service in 2008. This resulted in a reduction of 384 DSUs. ( 5 )Balance includes the reinvestment of dividends paid on 1/30/08 and 5/5/08 in the amount of 187 shares.

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