SEC Form 4

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* Johnson, Antonia Ax:son (Last) (First) (Middle) 800 Long Ridge Road P. O. Box 1600 (Street) Stamford, CT 06904 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Xerox CorporationXRX 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 0205/0301/2003 5. If Amendment, Date of Original (Month/Day/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) Description 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2.TransactionDate(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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

A/D

Price

Common Stock

1112,~~331~~050

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. Conver- sion or Exercise Price of Deri- vative 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(DE) and Expiration Date(ED) (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. Owner-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

11. Nature of Indirect Beneficial Ownership (Instr.4)

Code

Title

Amount or Number of Shares

Stock Option

$6.80

09/09/2012

Common Stock

5,000

Stock Option

$9.25

08/28/2011

Common Stock

5,000

Stock Option

$26.5625

05/22/2006

Common Stock

5,000

Stock Option

$27.00

05/18/2010

Common Stock

5,000

Stock Option

$32.1563

05/14/2007

Common Stock

5,000

Stock Option

$54.2188

05/22/2006

Common Stock

5,000

Stock Option

$60.4375

05/20/2009

Common Stock

5,000

Deferred Comp.

0205/01/2003

0205/0301/2003

$13,~~500~~000

N/A

Common Stock

N/A

$ N/A

$~~291~~304,413.50

D (01)

Explanation of Responses:

(01) Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Savings Plan.

By:	Date:
/s/ K. W. Fizer	05/02/~~04/~~2003
By: Attorney-In-Fact
Attorney-In-Fact
** Signature of Reporting Person	SEC 1474 (9-02)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * 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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Additional Information Reported For This Form

Name and Address of Reporting Person* Johnson, Antonia Ax:son (Last) (First) (Middle) 800 Long Ridge Road P. O. Box 1600 (Street) Stamford, CT 06904 (City) (State) (Zip) Issuer Nameand Ticker or Trading Symbol Xerox CorporationXRX Statement for(Month/Day/Year) 0205/0301/2003

~~POWER OF ATTORNEY~~ The undersigned hereby authorizes each of E. M. Filter, K. W. Fizer and M. S. Wagner, with full power to act alone, to file one or more beneficial ownership reports on behalf of the undersigned disclosing the undersigned's beneficial ownership of securities of Xerox Corporation, and amendments thereto, pursuant to the requirements of the Securities Exchange Act of 1934, as amended, which reports and amendments shall contain such information as either E. M. Filter, K. W. Fizer or M. S. Wagner deems appropriate. The undersigned hereby appoints each of E. M. Filter, K. W. Fizer ~~and~~or M. S. Wagner as attorneys-in-fact, with full powers to act alone, to execute such Forms and any and all amendments thereto in the name ~~and~~oand on behalf of the undersigned and to file with the Securities and Exchange Commission a form of this Power of Attorney, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 7th day of May , 1999. /s/ Antonia Ax:son Johnson

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