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 * Cronin Michael Stephen   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) Vice President (Last) (First) (Middle) 45 GLOVER AVENUE, P.O. BOX 4505 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2008 (Street) NORWALK, CT 06856-4505 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 Restricted Stock Units               23,500 (3) D   Common Stock               58,795 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Options

$ 42.8282

01/01/2001(4)

12/31/2008

Common Stock

3,200

3,200

D

Stock Options

$ 59.4375

01/01/2002(4)

12/31/2008

Common Stock

6,000

6,000

D

Stock Options

$ 26.625

03/01/2003(4)

12/31/2009

Common Stock

950

950

D

Stock Options

$ 47.5

03/01/2003(4)

12/31/2009

Common Stock

1,899

1,899

D

Stock Options

$ 21.7812

01/01/2003(4)

12/31/2009

Common Stock

12,096

12,096

D

Stock Options

$ 21.7812

01/01/2003(4)

12/31/2009

Common Stock

15,000

15,000

D

Stock Options

$ 7.885

01/01/2006(4)

12/31/2012

Common Stock

46,800

46,800

D

Stock Options

$ 13.685

01/01/2006(4)

12/31/2011

Common Stock

28,000

28,000

D

Performance Shares

$ 0 (1)

04/01/2008

A

11,400 (2)

08/08/1998(1)

08/08/1998(1)

Common Stock

11,400

$ 0 (1)

22,801 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cronin Michael Stephen 45 GLOVER AVENUE P.O. BOX 4505 NORWALK, CT 06856-4505			Vice President

Signatures

Karen Boyle, Attorney-in-Fact		04/02/2008
**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)	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)	Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.
(4)	Options vest over three years, 33% per year beginning in year shown.

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