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 *
  Lesko James H
 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2004		 3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [XRX]
(Last)
(First)
(Middle)
C/O XEROX CORPORATION, P.O. BOX 1600 / 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STAMFORD, CT 06904-1600		 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 1,943
D
 
Common Stock 5,447.37
I
Employee Stock Ownership Plan
Incentive Stock Rights 28,000 (1)
D
 

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 01/01/1999(2) 12/31/2005 Commom Stock 52,066 $ 36.7032 D  
Stock Option 01/01/1999(3) 12/31/2008 Commom Stock 22,314 $ 46.875 D  
Stock Option 01/01/2000(3) 12/31/2006 Commom Stock 1,104 $ 59.4375 D  
Stock Option 03/01/2003 12/31/2009 Commom Stock 7,032 $ 47.5 D  
Stock Option 01/01/2005 12/31/2009 Commom Stock 30,000 $ 21.7812 D  
Stock Option 01/01/2002(3) 12/31/2010 Commom Stock 10,800 $ 4.75 D  
Stock Option 01/01/2003(3) 12/31/2011 Commom Stock 93,500 $ 10.365 D  
Stock Option 01/01/2004(3) 12/31/2012 Commom Stock 93,500 $ 7.885 D  
Stock Option 01/01/2005(3) 12/31/2011 Commom Stock 46,000 $ 13.685 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lesko James H
C/O XEROX CORPORATION
P.O. BOX 1600 / 800 LONG RIDGE ROAD
STAMFORD, CT 06904-1600		       Vice President  

Signatures

K. W. Fizer, Attorney-in-Fact 10/08/2004
**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) Restricted awards vest over three years, 33.3% per year beginning with 01/01/2005.
(2) Options vest over three years, 33%, 33%, 34%, beginning in year shown.
(3) Options vest over three years, 33.3% per year beginning in year shown.

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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