Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  VARON LESLIE F
 2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2006		 3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [XRX]
(Last)
(First)
(Middle)
XEROX CORPORATION, 800 LONG RIDGE ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STAMFORD, CT 06904		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26,358.0725
D
 
Common Stock 3,510.47
I
Employee Stock Ownership Plan
Common Stock 5
I
Spouse
Incentive Stock Rights 6,334
D
 
Xerox Stock Fund 804.931
I
Xerox Stock Fund

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 01/01/2002(3) 12/31/2010 Common Stock 3,400 $ 4.75 D  
Stock Option 01/01/2004(3) 12/31/2012 Common Stock 46,800 $ 7.885 D  
Stock Option 01/01/2004(3) 12/31/2010 Common Stock 10,000 $ 9.25 D  
Stock Option 01/01/2003(3) 12/31/2011 Common Stock 46,800 $ 10.365 D  
Stock Option 01/01/2001(3) 12/31/2009 Common Stock 19,000 $ 21.7812 D  
Stock Option 03/01/2003(3) 12/31/2009 Common Stock 2,580 $ 25.8125 D  
Stock Option 01/01/2000(3) 12/31/2006 Common Stock 628 $ 59.4375 D  
Stock Option 01/01/2000(3) 12/31/2008 Common Stock 3,050 $ 59.4375 D  
Stock Option 01/01/2005(3) 12/31/2011 Common Stock 31,000 $ 13.685 D  
Performance Shares 08/08/1988(1) 08/08/1988(1) Common Stock 8,333 (2) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VARON LESLIE F
XEROX CORPORATION
800 LONG RIDGE ROAD
STAMFORD, CT 06904		       Vice President and Controller  

Signatures

Karen Boyle, Attorney-in-Fact 07/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options vest over three years, 33.3% per year beginning in year shown.

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