FARREN J MICHAEL 4

4 · XEROX CORP · Filed Oct 30, 2006

Form 4

Period: 2006-10-26

Vice Pres. & General Counsel

Transactions

Exercise/Conversion
Common Stock
[F2]
2006-10-26+62,000→ 117,822 total
Sale
Common Stock
2006-10-26$16.79/sh−2,700$45,333→ 115,122 total
Sale
Common Stock
2006-10-26$16.78/sh−4,800$80,544→ 110,322 total
Sale
Common Stock
2006-10-26$16.77/sh−6,600$110,682→ 103,722 total
Sale
Common Stock
2006-10-26$16.76/sh−1,900$31,844→ 101,822 total
Sale
Common Stock
2006-10-26$16.75/sh−2,500$41,875→ 99,322 total
Sale
Common Stock
2006-10-26$16.74/sh−17,900$299,646→ 81,422 total
Sale
Common Stock
2006-10-26$16.73/sh−1,900$31,787→ 79,522 total
Sale
Common Stock
2006-10-26$16.71/sh−100$1,671→ 79,422 total
Sale
Common Stock
2006-10-26$16.70/sh−1,600$26,720→ 77,822 total
Sale
Common Stock
2006-10-26$16.67/sh−22,000$366,740→ 55,822 total
Exercise/Conversion
Stock Option
[F2][F1]
2006-10-26−62,000→ 8,100 total
Exercise: $4.75From: 2002-01-01Exp: 2010-12-31→ Common Stock (62,000 underlying)

Holdings

Common Stock
(indirect: Employee Stock Ownership Plan)
2,050.69
Incentive Stock Rights
33,000
Stock Option
[F1]
Exercise: $46.88From: 1999-01-01Exp: 2008-12-31→ Common Stock (19,782 underlying)
19,782
Stock Option
[F1]
Exercise: $59.44From: 2000-01-01Exp: 2006-12-31→ Common Stock (1,166 underlying)
1,166
Stock Option
Exercise: $47.50From: 2003-03-01Exp: 2009-12-31→ Common Stock (5,836 underlying)
5,836
Stock Option
Exercise: $21.78From: 2005-01-01Exp: 2009-12-31→ Common Stock (35,000 underlying)
35,000
Stock Option
[F1]
Exercise: $10.37From: 2003-01-01Exp: 2011-12-31→ Common Stock (70,100 underlying)
70,100
Stock Option
Exercise: $7.88From: 2004-01-01Exp: 2012-12-31→ Common Stock (70,100 underlying)
70,100
Stock Option
[F1]
Exercise: $13.69From: 2005-01-01Exp: 2011-12-31→ Common Stock (55,000 underlying)
55,000
Performance Shares
[F2][F3]
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (17,667 underlying)
17,667

Footnotes (3)

[F1]Options vest over three years, 33.3% per year beginning in year shown.
[F2]Not Applicable
[F3]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.

Signature

Karen Boyle, Attorney-In-Fact|2006-10-30

Documents

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