Exhibit 12                       Xerox Corporation
		  Computation of Ratio of Earnings to Fixed Charges
		       Nine months ended             Year ended
			  September 30,                December 31,
(In Millions)             1995    1994    1994    1993*   1992    1991   1990
Fixed charges:
  Interest expense      $  620  $  541  $  732  $  755  $  788  $  758 $  799
  Rental expense           134     144     190     201     208     206    191
    Total fixed charges
      before capitalized
      interest             754     685     922     956     996     964    990
  Capitalized interest       -       2       2       5      17       3      -
    Total fixed charges $  754  $  687  $  924  $  961  $1,013  $  967 $  990
Earnings available for
  fixed charges:
  Earnings**            $1,163  $  959  $1,558  $ (227) $  192  $  939 $1,116
  Less undistributed
    income in minority
    owned companies        (99)    (58)    (54)    (51)    (52)    (70)   (60)
  Add fixed charges before
    capitalized interest   754     685     922     956     996     964    990
  Total earnings 
    available for
    fixed charges       $1,818  $1,586  $2,426  $  678  $1,136  $1,833 $2,046
Ratio of earnings to
   fixed charges (1)(2)   2.41    2.31    2.63    0.71    1.12    1.90   2.07

(1) The ratio of earnings to fixed charges has been computed based on the 
Company's continuing operations by dividing total earnings available for fixed 
charges, excluding capitalized interest, by total fixed charges.  Fixed charges 
consist of interest, including capitalized  interest, and one-third of rent 
expense as representative of the interest portion of rentals.  Debt has been 
assigned to discontinued operations based on the net assets of the discontinued 
operations and debt to equity ratios that existed at the time the assets were 
acquired.  Management believes that this allocation method is reasonable.  The 
discontinued operations consist of the Company's real-estate development and 
related financing operations and its third-party financing and leasing 
businesses, and Other Financial Services businesses.

(2) The Company's ratio of earnings to fixed charges includes the effect of the 
Company's finance subsidiaries which primarily finance Xerox equipment. 
Financing businesses are more highly leveraged and, therefore, tend to operate 
at lower earnings to fixed charges ratio levels than do non-financial 
businesses.

* 1993 earnings were inadequate to cover fixed charges.  The coverage 
deficiency was $283 million.

** Sum of "Income before Income Taxes, Equity Income and Minorities' Interests" 
from Document Processing, "Income(loss) before Income Taxes" from Insurance and
"Equity in Net Income of Unconsolidated Affiliates". 

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