Exhibit 12


                        ROCKWELL INTERNATIONAL CORPORATION
                   COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                          SIX MONTHS ENDED MARCH 31, 1997
                            (In millions, except ratio)



EARNINGS AVAILABLE FOR FIXED CHARGES:
   Income from continuing operations before income taxes....... $  495
   Adjustments:
      Undistributed income of affiliates.......................     (4)
      Minority interest in loss of subsidiaries................      7
                                                                   498

   Add fixed charges included in earnings:
      Interest expense.........................................     10
      Interest element of rentals..............................     28
                                                                    38

   Total earnings available for fixed charges.................. $  536

FIXED CHARGES:
   Fixed charges included in earnings.......................... $   38
   Capitalized interest........................................      4
      Total fixed charges...................................... $   42

RATIO OF EARNINGS TO FIXED CHARGES (1).........................     13


(1)  In computing the ratio of earnings to fixed charges, earnings are 
     defined as income from continuing operations before income taxes 
     adjusted for minority interest in income or loss of subsidiaries, 
     undistributed earnings of affiliates, and fixed charges exclusive 
     of capitalized interest.  Fixed charges consist of interest on 
     borrowings and that portion of rentals deemed representative of 
     the interest factor.