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 *
  Allen Quincy L
 2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2007		 3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [XRX]
(Last)
(First)
(Middle)
45 GLOVER AVENUE, P.O. BOX 4505		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
06/11/2007
(Street)

NORWALK, CT 06856-4505		 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)
Xerox Stock Fund 17,836.1734 (2)
I
Xerox Stock Fund (1)

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
Deferred Compensation 08/08/1988 08/08/1988 Common Stock $ 121,469.52 (3) $ 121,469.52 D  

Reporting Owners

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

Signatures

Karen Boyle, Attorney-in-Fact 02/05/2008
**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) Units purchased in Xerox Stock Fund under Xerox Savings Plan. Amount does not represent shares of stock, but dollars invested divided by unit value.
(2) Correction of holdings in the Xerox Stock Fund reported on reporting person's orginal Form 3.
(3) The item is not new or revised but is being reported again to gain access to the system. The purpose of the admendment is to delete in its entirety the amount reported as deferred compensation which was reported incorrectly as being held in the Xerox Stock Fund. The reporting person does not have any deferred compensation holdings in the Xerox Stock Fund.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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