UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Rule 13d-102)
Information
Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
XEROX
CORP
(Name of Issuer)
Class
A Common Stock, $0.001 Par Value
(Title of Class of Securities)
984121103
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
134:<PAGE>
CUSIP NO. 984121103
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1. |
NAME OF REPORTING PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER |
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9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING PERSON* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 984121103
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1. |
NAME OF REPORTING PERSON |
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2. |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP* |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
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NUMBER OF |
5. |
SOLE VOTING POWER |
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6. |
SHARED VOTING POWER |
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7. |
SOLE DISPOSITIVE POWER |
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8. |
SHARED DISPOSITIVE POWER |
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9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
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12. |
TYPE OF REPORTING PERSON* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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Item 1(a) Name of Issuer: |
Xerox Corp. |
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1(b) Address of Issuer's Principal Executive Offices: |
800 Long Ridge Road |
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Item 2(a) Name of Person Filing: |
Harris Associates L.P.
("Harris") |
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2(b) Address of Principal Business Office or, if none, Residence: |
Both Harris and the General
Partner maintain their principal offices at: |
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2(c) Citizenship: |
Harris is a Delaware limited
partnership. |
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2(d) Title of Class of Securities: |
Class A Common Stock, $0.001 Par Value (the "Shares") |
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2(e) CUSIP Number: |
984121103 |
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Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b): |
Not applicable. |
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Item 4 Ownership (at December 31,
2005): |
36,976,687 shares |
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4(b) Percent of Class: |
3.85% |
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4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: |
None |
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(ii) shared power to vote or to direct the vote: |
36,976,687 |
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(iii) sole power to dispose or to direct the disposition of: |
14,257,887 |
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(iv) shared power to dispose or to direct the disposition of: |
22,718,800 |
Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advise in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote.
<PAGE>
In addition, Harris serves as investment adviser to the Harris Associates
Investment Trust (the "Trust"), and various of Harris' officers and
directors are also officers and trustees of the Trust. Harris does not consider
that the Trust is controlled by such persons. The Trust, through its various
series, owns 22,718,800 shares, which are included as shares over which Harris
has shared voting and dispositive power, and thus, as Shares beneficially owned
by Harris because of Harris' power to manage the Trust's investments.
Item 5 Ownership of Five Percent or
Less of a Class:
Harris has ceased to be a beneficial owner of more than 5% of any class of
shares.
Item 6 Ownership of More than Five
Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and
Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of
Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 23, 2006
Harris Associates, Inc., for
itself and, as
general partner of Harris Associates L.P.
By:/s/ Margaret K. McLaughlin
Margaret K. McLaughlin
Assistant General Counsel