MOTRONI HECTOR J 4

4 · XEROX CORP · Filed Oct 30, 2006

Form 4

Period: 2006-10-26

Senior Vice President

Transactions

SaleSwap
Common Stock
2006-10-26$16.88/sh−11,396$192,364→ 147,655.708 total
Exercise/ConversionSwap
Stock Options
2006-10-26−40,500→ 0 total
Exercise: $4.75From: 2001-01-01Exp: 2010-12-31→ Common Stock (40,500 underlying)
Exercise/ConversionSwap
Stock Options
2006-10-26−81,000→ 40,500 total
Exercise: $7.88From: 2003-01-01Exp: 2012-12-31→ Common Stock (81,000 underlying)
Exercise/ConversionSwap
Common Stock
2006-10-26+81,000→ 228,655.708 total
Sale
Common Stock
2006-10-26$16.85/sh−28,622$482,281→ 139,805.708 total
Sale
Common Stock
2006-10-26$16.84/sh−12,100$203,764→ 127,705.708 total
Tax PaymentSwap
Common Stock
2006-10-26$16.88/sh−17,892$302,017→ 210,763.708 total
SaleSwap
Common Stock
2006-10-26$16.88/sh−37,836$638,672→ 172,927.708 total
Exercise/ConversionSwap
Common Stock
2006-10-26+40,500→ 168,205.708 total
Tax PaymentSwap
Common Stock
2006-10-26$16.88/sh−9,154$154,520→ 159,051.708 total
Sale
Common Stock
2006-10-26$16.87/sh−4,500$75,915→ 168,427.708 total

Holdings

Stock Options
Exercise: $59.44From: 2000-01-01Exp: 2006-12-31→ Common Stock (1,234 underlying)
1,234
Stock Options
Exercise: $21.78From: 2005-01-01Exp: 2009-12-31→ Common Stock (50,000 underlying)
50,000
Stock Options
Exercise: $46.88From: 1999-01-01Exp: 2008-12-31→ Common Stock (20,436 underlying)
20,436
Deferred Comp.
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock
Stock Options
Exercise: $47.50From: 2003-03-01Exp: 2009-12-31→ Common Stock (8,860 underlying)
8,860
Performance Shares
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (17,667 underlying)
17,667
Incentive Stock Rights
15,334
Stock Options
Exercise: $54.86From: 2000-01-01Exp: 2008-12-31→ Common Stock (57,214 underlying)
57,214
Common Stock
(indirect: Employee Stock Ownership Plan)
5,046.14
Stock Options
Exercise: $10.37From: 2002-01-01Exp: 2011-12-31→ Common Stock (121,500 underlying)
121,500
Stock Option
Exercise: $13.69From: 2005-01-01Exp: 2011-12-31→ Common Stock (77,000 underlying)
77,000

Footnotes (5)

[F1]Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Saving Plan.
[F2]Options vest over three years, 33.3% per year beginning in year shown.
[F3]Not Applicable
[F4]Stock options were exercised by stock swap using the attestation method.
[F5]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.

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