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 *
  BLODGETT LYNN
 2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2010		 3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [XRX]
(Last)
(First)
(Middle)
45 GLOVER AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORWALK, CT 06850		 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 3,542
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 Options   (1) 08/20/2019 Common Stock 2,125,586 $ 6.33 D  
Stock Options 02/05/2010 09/26/2011 Common Stock 5,668 $ 6.34 D  
Stock Options 02/05/2010 07/23/2012 Common Stock 318,838 $ 5.31 D  
Stock Options 02/05/2010 08/11/2013 Common Stock 708,528 $ 6.23 D  
Stock Options 02/05/2010 07/30/2014 Common Stock 708,528 $ 7.33 D  
Stock Options 02/05/2010 03/18/2015 Common Stock 1,417,057 $ 7.1 D  
Stock Options 02/05/2010 12/09/2016 Common Stock 991,940 $ 7 D  
Stock Options 02/05/2010 07/09/2017 Common Stock 425,117 $ 8.35 D  
Stock Options 02/05/2010 08/15/2017 Common Stock 2,834,115 $ 7.1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLODGETT LYNN
45 GLOVER AVENUE
NORWALK, CT 06850		       Executive Vice President  

Signatures

Karen Boyle, Attorney in Fact 02/09/2010
**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) These options vest and become excercisable as follows: on each anniversary date of the grant, commencing with the first such anniversary date and continuing on each such anniversary thereafter through and including the fifth anniversary of the date of the grant, 20% of such options shall vest and become excercisable. The date of the grant is 10 years prior to the stated expiration date.

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