<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                     NEW ROCKWELL INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
             (TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION)
 
<TABLE>
<S>                               <C>
           Delaware                  25-1797617
 (STATE OR OTHER JURISDICTION     (I.R.S. EMPLOYER
               OF                  IDENTIFICATION
INCORPORATION OR ORGANIZATION)          NO.)
  2201 Seal Beach Boulevard          90740-8250
    Seal Beach, California           (ZIP CODE)
    (ADDRESS OF PRINCIPAL
      EXECUTIVE OFFICES)
</TABLE>
 
                               ------------------
       ROCKWELL INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN,
     ROCKWELL INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN AND
      ROCKWELL INTERNATIONAL CORPORATION 1979 STOCK PLAN FOR KEY EMPLOYEES
                           (FULL TITLE OF THE PLANS)
                               ------------------
                          WILLIAM J. CALISE, JR. Esq.
              Senior Vice President, General Counsel and Secretary
                     New Rockwell International Corporation
                           2201 Seal Beach Boulevard
                       Seal Beach, California 90740-8250
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (310) 797-5362
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------
 
                                    Copy to:
 
                             PETER R. KOLYER, Esq.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100
                               ------------------
 
                        CALCULATION OF REGISTRATION FEE
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<TABLE>
<S>                                <C>                  <C>         <C>               <C>
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<CAPTION>
<S>                                <C>                  <C>         <C>               <C>
                                                          PROPOSED
                                                          MAXIMUM        PROPOSED
                                          AMOUNT          OFFERING       MAXIMUM       AMOUNT OF
        TITLE OF SECURITIES                TO BE           PRICE        AGGREGATE     REGISTRATION
         TO BE REGISTERED               REGISTERED       PER SHARE    OFFERING PRICE      FEE
-------------------------------------------------------------------------------------------------
Common Stock, par value $1 per
  share (including the associated
  Preferred Share Purchase
  Rights).......................... 24,243,570 shares(1)  $23.81(2)  $577,239,401(2)   $199,050
-------------------------------------------------------------------------------------------------
Class A Common Stock, par value $1
  per share (including the
  associated Preferred Share
  Purchase Rights).................     23,000 shares      $23.81        $547,630        $189
</TABLE>
 
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     (1) There are also registered hereunder up to 23,000 shares of Common Stock
of the Registrant issuable upon the conversion of shares of Class A Common Stock
into shares of Common Stock upon the occurrence of certain events. Pursuant to
Rule 457(i) under the Securities Act of 1933, as amended (the Securities Act),
no additional registration fee is payable.
 
     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the book value as of
June 30, 1996 of the assets to be received by the Registrant in the transaction
in which the shares of the Registrant's securities registered pursuant to
Registration Statement No. 333-14969 will be issued.
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<PAGE>   2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which have been filed with the Securities and
Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
 
     (a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration
No. 333-14969) by New Rockwell International Corporation (New Rockwell) pursuant
to Rule 424(b) under the Securities Act.
 
     (b) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
filed by New Rockwell October 30, 1996.
 
     (c) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(g) of the Exchange Act, filed by New Rockwell October 30, 1996.
 
     All documents subsequently filed by New Rockwell pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     This Item is not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of New Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of New Rockwell.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec.
102(b)(7) ) and also provides for indemnification of directors, officers,
employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145).
 
     Article IX of New Rockwell's Certificate of Incorporation eliminates, and
the last paragraph of Article Seventh of New Rockwell's Restated Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
will eliminate, monetary liability of directors for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
 
     Section 14 of Article III of the By-Laws of New Rockwell provides for the
indemnification of directors and officers of New Rockwell to the extent
permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws
and the appendix thereto entitled Procedures for Submission and Determination of
Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to
be adopted by New Rockwell will provide, in substance, for the indemnification
of directors, officers, employees and agents of New Rockwell to the extent
permitted by Delaware law.
 
     New Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
 
     In addition, New Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including
 
                                      II-1
<PAGE>   3
 
liabilities under the Securities Act, or to contribution with respect to
payments which New Rockwell or such persons may be required to make in respect
thereof.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     This Item is not applicable.
 
ITEM 8. EXHIBITS.
 
<TABLE>
   <S>        <C>
   3-a        --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
                Registration Statement No. 333-14969, is incorporated herein by reference.
   3-b        --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No.
                333-14969, is incorporated herein by reference.
   4-a        --Form of Restated Certificate of Incorporation of New Rockwell to be filed
                with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to
                Registration Statement No. 333-14969, is incorporated herein by reference.
   4-b        --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
                Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein
                by reference.
   4-c        --Rights Agreement dated as of November 30, 1996 between New Rockwell and
                ChaseMellon Shareholder Services, L.L.C., as rights agent.
   4-d-1      --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
                Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual Report
                on Form 10-K for the fiscal year ended September 30, 1994, is incorporated
                herein by reference.
   4-d-2      --Copy of resolution of the Board of Directors of Rockwell, adopted September
                11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan, filed as
                Exhibit 10-c-2 to Registration Statement No. 333-14969, is incorporated
                herein by reference.
   4-d-3      --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term Incentives
                Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on Form 10-K for
                the year ended September 30, 1994, are hereby incorporated by reference.
   4-e-1      --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
                November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report on
                Form 10-K for the year ended September 30, 1994, is hereby incorporated by
                reference.
   4-e-2      --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term Incentives
                Plan for options granted prior to May 1, 1992, filed as Exhibit 10-d-2 to
                Rockwell's Annual Report on Form 10-K for the year ended September 30, 1988,
                are hereby incorporated by reference.
   4-e-3      --Forms of Stock Option and Stock Appreciation Rights Agreements under
                Rockwell's 1988 Long-Term Incentives Plan for options and stock appreciation
                rights granted prior to May 1, 1992, filed as Exhibit 10-d-3 to Rockwell's
                Annual Report on Form 10-K for the year ended September 30, 1988, are hereby
                incorporated by reference.
   4-e-4      --Form of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after May 1, 1992 and prior to March 1, 1993, filed
                as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 1992, is hereby incorporated by reference.
   4-e-5      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after March 1, 1993 and prior to November 1, 1993,
                filed as Exhibit 28-a to Rockwell's Quarterly Report on Form 10-Q for the
                quarter ended March 31, 1993, are hereby incorporated by reference.
   4-e-6      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after November 1, 1993 and before December 1, 1994,
                filed as Exhibit 10-d-6 to Rockwell's Annual Report on Form 10-K for the year
                ended September 30, 1993, are hereby incorporated by reference.
</TABLE>
 
                                      II-2
<PAGE>   4
 
<TABLE>
   <S>        <C>
   4-e-7      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after December 1, 1994, filed as Exhibit 10-d-7 to
                Rockwell's Annual Report on Form 10-K for the year ended September 30, 1994,
                are hereby incorporated by reference.
   4-f-1      --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed as
                Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby incorporated
                by reference.
   4-f-2      --Forms of Stock Option and Stock Appreciation Rights Agreements under
                Rockwell's 1979 Stock Plan for Key Employees, as amended, for options and
                stock appreciation rights granted after December 1, 1987, filed as Exhibit
                10-b-7 to Rockwell's Annual Report on Form 10-K for the year ended September
                30, 1987, are hereby incorporated by reference.
   4-f-3      --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
                1980, adjusting the number of shares subject to outstanding options and stock
                appreciation rights under Rockwell's 1979 Stock Option Plan for Key Employees
                (now the 1979 Stock Plan for Key Employees, as amended) and the number of
                shares transferable under Rockwell's Incentive Compensation Plan, filed as
                Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year ended
                September 30, 1987, is hereby incorporated by reference.
   4-f-4      --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
                1983, adjusting the number of shares subject to outstanding options and stock
                appreciation rights under Rockwell's 1979 Stock Plan for Key Employees, as
                amended, filed as Exhibit 4-e-5 to Registration Statement No. 33-11946, is
                hereby incorporated by reference.
   4-f-5      --Copy of resolution of the Board of Directors of Rockwell, adopted February
                11, 1987, adjusting the number of shares subject to outstanding options and
                stock appreciation rights under Rockwell's 1979 Stock Plan for Key Employees,
                as amended, filed as Exhibit 4-e-6 to Registration Statement No. 33-11946, is
                hereby incorporated by reference.
   4-g-1      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and 1995
                Long-Term Incentives Plan.
   4-g-2      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996, adjusting outstanding awards under Rockwell's (i) 1979 Stock Plan
                for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan and (iv) Directors Stock Plan.
   4-g-3      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996 authorizing the assignment of certain compensation and employee
                benefit plans to New Rockwell, including Rockwell's (i) 1979 Stock Plan for
                Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
                (vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
                for Senior Executive Officers.
   4-g-4      --Form of resolution proposed to be adopted by the Board of Directors of New
                Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for Key
                Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
                (vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
                for Senior Executive Officers.
   5          --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of New Rockwell, as to the legality of any newly issued
                Common Stock of New Rockwell covered by this Registration Statement.
   23-a       --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
                II-6 of this Registration Statement.
   23-b       --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of New Rockwell, contained in his opinion filed as
                Exhibit 5 to this Registration Statement.
</TABLE>
 
                                      II-3
<PAGE>   5
 
<TABLE>
   <S>        <C>
   23-c       --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
                Registration Statement.
   24         --Power of Attorney authorizing certain persons to sign this Registration
                Statement and amendments hereto on behalf of certain directors and officers
                of the Company, filed as Exhibit 24 to Registration Statement No. 333-14969,
                is incorporated herein by reference.
</TABLE>
 
ITEM 9. UNDERTAKINGS.
 
A. New Rockwell hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by section 10(a)(3) of the Securities Act;
     (ii) to reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that clauses (i) and (ii) do not
     apply if the information required to be included in a post-effective
     amendment by those clauses is contained in periodic reports filed with or
     furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of New Rockwell's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
 
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of New Rockwell
pursuant to the foregoing provisions, or otherwise, New Rockwell has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by New Rockwell of expenses
incurred or paid by a director, officer or controlling person of New Rockwell in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, New Rockwell will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-4
<PAGE>   6
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF
NOVEMBER, 1996.
 
                                          NEW ROCKWELL INTERNATIONAL
                                          CORPORATION
 
                                                   /s/ WILLIAM J. CALISE, JR.
                                          By
 
                                           (WILLIAM J. CALISE, JR., SENIOR VICE
                                                        PRESIDENT,
                                              GENERAL COUNSEL AND SECRETARY)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF NOVEMBER, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
 
<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE
---------------------------------------------   ---------------------------------------------
<S>                                             <C>
              DONALD R. BEALL*                    Chairman of the Board and Chief Executive
                                                  Officer (principal executive officer) and
                                                                  Director
             DON H. DAVIS, JR.*                                   Director
             W. MICHAEL BARNES*                 Senior Vice President, Finance & Planning and
                                                Chief Financial Officer (principal financial
                                                                  officer)
             LAWRENCE J. KOMATZ*                        Vice President and Controller
                                                       (principal accounting officer)
             /s/ WILLIAM J. CALISE,
  JR.
 * By
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
</TABLE>
 
** By authority of the powers of attorney filed as Exhibit 24 to New Rockwell's
   Registration Statement on Form S-4 (Registration No. 333-14969).
 
                                      II-5
<PAGE>   7
 
                           INDEPENDENT AUDITORS' CONSENT
 
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of New Rockwell International Corporation, in respect to the Rockwell
International Corporation 1995 Long-Term Incentives Plan, Rockwell International
Corporation 1988 Long-Term Incentives Plan, and the Rockwell International
Corporation 1979 Stock Plan for Key Employees, of our reports dated July 31,
1996 on the consolidated financial statements and financial statement schedule
of Rockwell International Corporation, our reports dated July 31, 1996 on the
financial statements of the Aerospace and Defense Business of Rockwell
International Corporation, and our report dated September 16, 1996 on the
balance sheet of New Rockwell International Corporation all appearing in the
Proxy Statement-Prospectus which is part of the Registration Statement No.
333-14969 on Form S-4 of New Rockwell International Corporation.
 
We also consent to the references to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement and in the Proxy
Statement-Prospectus which is part of the aforementioned Registration Statement
on Form S-4.
 
DELOITTE & TOUCHE LLP
 
Pittsburgh, Pennsylvania
November 26, 1996
 
                               ------------------
 
                               CONSENT OF COUNSEL
 
     The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit 5
hereto.
 
                               CONSENT OF COUNSEL
 
     We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by New Rockwell
International Corporation in respect of its 1995 Long-Term Incentives Plan, 1988
Long-Term Incentives Plan and 1979 Stock Plan for Key Employees.
 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
November 27, 1996
 
                                      II-6
<PAGE>   8
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
<C>        <S>                                                                          <C>
  3-a      --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
             Registration Statement No. 333-14969, is incorporated herein by
             reference.
  3-b      --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement
             No. 333-14969, is incorporated herein by reference.
  4-a      --Form of Restated Certificate of Incorporation of New Rockwell to be
             filed with the Secretary of State of the State of Delaware, filed as
             Exhibit 4-a to Registration Statement No. 333-14969, is incorporated
             herein by reference.
  4-b      --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
             Exhibit 4-b to Registration Statement No. 333-14969, is incorporated
             herein by reference.
  4-c      --Rights Agreement dated as of November 30, 1996 between New Rockwell and
             ChaseMellon Shareholder Services, L.L.C., as rights agent.
 4-d-1     --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
             Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual
             Report on Form 10-K for the fiscal year ended September 30, 1994, is
             incorporated herein by reference.
 4-d-2     --Copy of resolution of the Board of Directors of Rockwell, adopted
             September 11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan,
             filed as Exhibit 10-c-2 to Registration Statement No. 333-14969, is
             incorporated herein by reference.
 4-d-3     --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term
             Incentives Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on
             Form 10-K for the year ended September 30, 1994, are hereby incorporated
             by reference.
 4-e-1     --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
             November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report
             on Form 10-K for the year ended September 30, 1994, is hereby
             incorporated by reference.
 4-e-2     --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term
             Incentives Plan for options granted prior to May 1, 1992, filed as
             Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1988, are hereby incorporated by reference.
 4-e-3     --Forms of Stock Option and Stock Appreciation Rights Agreements under
             Rockwell's 1988 Long-Term Incentives Plan for options and stock
             appreciation rights granted prior to May 1, 1992, filed as Exhibit
             10-d-3 to Rockwell's Annual Report on Form 10-K for the year ended
             September 30, 1988, are hereby incorporated by reference.
 4-e-4     --Form of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after May 1, 1992 and prior to March
             1, 1993, filed as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form
             10-Q for the quarter ended June 30, 1992, is hereby incorporated by
             reference.
 4-e-5     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after March 1, 1993 and prior to
             November 1, 1993, filed as Exhibit 28-a to Rockwell's Quarterly Report
             on Form 10-Q for the quarter ended March 31, 1993, are hereby
             incorporated by reference.
 4-e-6     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after November 1, 1993 and before
             December 1, 1994, filed as Exhibit 10-d-6 to Rockwell's Annual Report on
             Form 10-K for the year ended September 30, 1993, are hereby incorporated
             by reference.
 4-e-7     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after December 1, 1994, filed as
             Exhibit 10-d-7 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1994, are hereby incorporated by reference.
</TABLE>
<PAGE>   9
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
<S>         <C>                                                                        <C>
 4-f-1     --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed
             as Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby
             incorporated by reference.
 4-f-2     --Forms of Stock Option and Stock Appreciation Rights Agreements under
             Rockwell's 1979 Stock Plan for Key Employees, as amended, for options
             and stock appreciation rights granted after December 1, 1987, filed as
             Exhibit 10-b-7 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1987, are hereby incorporated by reference.
 4-f-3     --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
             1980, adjusting the number of shares subject to outstanding options and
             stock appreciation rights under Rockwell's 1979 Stock Option Plan for
             Key Employees (now the 1979 Stock Plan for Key Employees, as amended)
             and the number of shares transferable under Rockwell's Incentive
             Compensation Plan, filed as Exhibit 10-d-2 to Rockwell's Annual Report
             on Form 10-K for the year ended September 30, 1987, is hereby
             incorporated by reference.
 4-f-4     --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
             1983, adjusting the number of shares subject to outstanding options and
             stock appreciation rights under Rockwell's 1979 Stock Plan for Key
             Employees, as amended, filed as Exhibit 4-e-5 to Registration Statement
             No. 33-11946, is hereby incorporated by reference.
 4-f-5     --Copy of resolution of the Board of Directors of Rockwell, adopted
             February 11, 1987, adjusting the number of shares subject to outstanding
             options and stock appreciation rights under Rockwell's 1979 Stock Plan
             for Key Employees, as amended, filed as Exhibit 4-e-6 to Registration
             Statement No. 33-11946, is hereby incorporated by reference.
 4-g-1     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and
             1995 Long-Term Incentives Plan.
 4-g-2     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996, adjusting outstanding awards under Rockwell's (i) 1979
             Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
             1995 Long-Term Incentives Plan and (iv) Directors Stock Plan.
 4-g-3     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996 authorizing the assignment of certain compensation and
             employee benefit plans to New Rockwell, including Rockwell's (i) 1979
             Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
             1995 Long-Term Incentives Plan, (iv) Directors Stock Plan, (v) Incentive
             Compensation Plan and (vi) Deferred Compensation Plan, (vii) Annual
             Incentive Compensation Plan for Senior Executive Officers.
 4-g-4     --Form of resolution proposed to be adopted by the Board of Directors of
             New Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for
             Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
             Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation
             Plan, (vi) Deferred Compensation Plan and (vii) Annual Incentive
             Compensation Plan for Senior Executive Officers.
   5       --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of New Rockwell, as to the legality of any newly
             issued Common Stock of New Rockwell covered by this Registration
             Statement.
  23-a     --Consent of Deloitte & Touche LLP, independent auditors, set forth on
             page II-6 of this Registration Statement.
  23-b     --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of New Rockwell, contained in his opinion filed as
             Exhibit 5 to this Registration Statement.
</TABLE>
<PAGE>   10
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
<S>        <C>                                                                          <C>
  23-c     --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
             Registration Statement.
   24      --Power of Attorney authorizing certain persons to sign this Registration
             Statement and amendments hereto on behalf of certain directors and
             officers of the Company, filed as Exhibit 24 to Registration Statement
             No. 333-14969, is incorporated herein by reference.
</TABLE>
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{"company-data": {"conformed-name": "NEW ROCKWELL INTERNATIONAL CORP", "cik": "0001024478", "assigned-sic": "3670"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17055", "film-number": "96674154"}, "business-address": {"street1": "625 LIBERTY AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15222-3123", "phone": "4125654090"}, "mail-address": {"street1": "2201 SEAL BEACH BLVD", "city": "SEAL BEACH", "state": "CA", "zip": "90740-8250"}}
1
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                     NEW ROCKWELL INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
             (TO BE CHANGED TO ROCKWELL INTERNATIONAL CORPORATION)
Delaware                  25-1797617
 (STATE OR OTHER JURISDICTION     (I.R.S. EMPLOYER
               OF                  IDENTIFICATION
INCORPORATION OR ORGANIZATION)          NO.)
  2201 Seal Beach Boulevard          90740-8250
    Seal Beach, California           (ZIP CODE)
    (ADDRESS OF PRINCIPAL
      EXECUTIVE OFFICES)
------------------
       ROCKWELL INTERNATIONAL CORPORATION 1995 LONG-TERM INCENTIVES PLAN,
     ROCKWELL INTERNATIONAL CORPORATION 1988 LONG-TERM INCENTIVES PLAN AND
      ROCKWELL INTERNATIONAL CORPORATION 1979 STOCK PLAN FOR KEY EMPLOYEES
                           (FULL TITLE OF THE PLANS)
                               ------------------
                          WILLIAM J. CALISE, JR. Esq.
              Senior Vice President, General Counsel and Secretary
                     New Rockwell International Corporation
                           2201 Seal Beach Boulevard
                       Seal Beach, California 90740-8250
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (310) 797-5362
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------
 
                                    Copy to:
 
                             PETER R. KOLYER, Esq.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100
                               ------------------
 
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPOSED
                                                          MAXIMUM        PROPOSED
                                          AMOUNT          OFFERING       MAXIMUM       AMOUNT OF
        TITLE OF SECURITIES                TO BE           PRICE        AGGREGATE     REGISTRATION
         TO BE REGISTERED               REGISTERED       PER SHARE    OFFERING PRICE      FEE
-------------------------------------------------------------------------------------------------
Common Stock, par value $1 per
  share (including the associated
  Preferred Share Purchase
  Rights).......................... 24,243,570 shares(1)  $23.81(2)  $577,239,401(2)   $199,050
-------------------------------------------------------------------------------------------------
Class A Common Stock, par value $1
  per share (including the
  associated Preferred Share
  Purchase Rights).................     23,000 shares      $23.81        $547,630        $189
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
     (1) There are also registered hereunder up to 23,000 shares of Common Stock
of the Registrant issuable upon the conversion of shares of Class A Common Stock
into shares of Common Stock upon the occurrence of certain events. Pursuant to
Rule 457(i) under the Securities Act of 1933, as amended (the Securities Act),
no additional registration fee is payable.
 
     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on the book value as of
June 30, 1996 of the assets to be received by the Registrant in the transaction
in which the shares of the Registrant's securities registered pursuant to
Registration Statement No. 333-14969 will be issued.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which have been filed with the Securities and
Exchange Commission (the Commission), are incorporated herein by reference and
made a part hereof:
 
     (a) Proxy Statement-Prospectus dated October 29, 1996, filed (Registration
No. 333-14969) by New Rockwell International Corporation (New Rockwell) pursuant
to Rule 424(b) under the Securities Act.
 
     (b) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
filed by New Rockwell October 30, 1996.
 
     (c) Item 1 of the Registration Statement on Form 8-A pursuant to Section
12(g) of the Exchange Act, filed by New Rockwell October 30, 1996.
 
     All documents subsequently filed by New Rockwell pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     This Item is not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     William J. Calise, Jr., Esq., who has passed upon the legality of any newly
issued Common Stock of New Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of New Rockwell.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations (8 Del. G.C.L. sec.
102(b)(7) ) and also provides for indemnification of directors, officers,
employees and agents subject to certain limitations (8 Del. G.C.L. sec. 145).
 
     Article IX of New Rockwell's Certificate of Incorporation eliminates, and
the last paragraph of Article Seventh of New Rockwell's Restated Certificate of
Incorporation to be filed with the Secretary of State of the State of Delaware
will eliminate, monetary liability of directors for breach of fiduciary duty as
directors to the extent permitted by Delaware law.
 
     Section 14 of Article III of the By-Laws of New Rockwell provides for the
indemnification of directors and officers of New Rockwell to the extent
permitted by Delaware law. Section 13 of Article III of the New Rockwell By-Laws
and the appendix thereto entitled Procedures for Submission and Determination of
Claims for Indemnification Pursuant to Article III, Section 13 of the By-Laws to
be adopted by New Rockwell will provide, in substance, for the indemnification
of directors, officers, employees and agents of New Rockwell to the extent
permitted by Delaware law.
 
     New Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.
 
     In addition, New Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including
 
                                      II-1
3
 
liabilities under the Securities Act, or to contribution with respect to
payments which New Rockwell or such persons may be required to make in respect
thereof.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     This Item is not applicable.
 
ITEM 8. EXHIBITS.
3-a        --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
                Registration Statement No. 333-14969, is incorporated herein by reference.
   3-b        --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement No.
                333-14969, is incorporated herein by reference.
   4-a        --Form of Restated Certificate of Incorporation of New Rockwell to be filed
                with the Secretary of State of the State of Delaware, filed as Exhibit 4-a to
                Registration Statement No. 333-14969, is incorporated herein by reference.
   4-b        --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
                Exhibit 4-b to Registration Statement No. 333-14969, is incorporated herein
                by reference.
   4-c        --Rights Agreement dated as of November 30, 1996 between New Rockwell and
                ChaseMellon Shareholder Services, L.L.C., as rights agent.
   4-d-1      --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
                Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual Report
                on Form 10-K for the fiscal year ended September 30, 1994, is incorporated
                herein by reference.
   4-d-2      --Copy of resolution of the Board of Directors of Rockwell, adopted September
                11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan, filed as
                Exhibit 10-c-2 to Registration Statement No. 333-14969, is incorporated
                herein by reference.
   4-d-3      --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term Incentives
                Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on Form 10-K for
                the year ended September 30, 1994, are hereby incorporated by reference.
   4-e-1      --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
                November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report on
                Form 10-K for the year ended September 30, 1994, is hereby incorporated by
                reference.
   4-e-2      --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term Incentives
                Plan for options granted prior to May 1, 1992, filed as Exhibit 10-d-2 to
                Rockwell's Annual Report on Form 10-K for the year ended September 30, 1988,
                are hereby incorporated by reference.
   4-e-3      --Forms of Stock Option and Stock Appreciation Rights Agreements under
                Rockwell's 1988 Long-Term Incentives Plan for options and stock appreciation
                rights granted prior to May 1, 1992, filed as Exhibit 10-d-3 to Rockwell's
                Annual Report on Form 10-K for the year ended September 30, 1988, are hereby
                incorporated by reference.
   4-e-4      --Form of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after May 1, 1992 and prior to March 1, 1993, filed
                as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form 10-Q for the quarter
                ended June 30, 1992, is hereby incorporated by reference.
   4-e-5      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after March 1, 1993 and prior to November 1, 1993,
                filed as Exhibit 28-a to Rockwell's Quarterly Report on Form 10-Q for the
                quarter ended March 31, 1993, are hereby incorporated by reference.
   4-e-6      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after November 1, 1993 and before December 1, 1994,
                filed as Exhibit 10-d-6 to Rockwell's Annual Report on Form 10-K for the year
                ended September 30, 1993, are hereby incorporated by reference.
II-2
4
4-e-7      --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term Incentives
                Plan for options granted after December 1, 1994, filed as Exhibit 10-d-7 to
                Rockwell's Annual Report on Form 10-K for the year ended September 30, 1994,
                are hereby incorporated by reference.
   4-f-1      --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed as
                Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby incorporated
                by reference.
   4-f-2      --Forms of Stock Option and Stock Appreciation Rights Agreements under
                Rockwell's 1979 Stock Plan for Key Employees, as amended, for options and
                stock appreciation rights granted after December 1, 1987, filed as Exhibit
                10-b-7 to Rockwell's Annual Report on Form 10-K for the year ended September
                30, 1987, are hereby incorporated by reference.
   4-f-3      --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
                1980, adjusting the number of shares subject to outstanding options and stock
                appreciation rights under Rockwell's 1979 Stock Option Plan for Key Employees
                (now the 1979 Stock Plan for Key Employees, as amended) and the number of
                shares transferable under Rockwell's Incentive Compensation Plan, filed as
                Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year ended
                September 30, 1987, is hereby incorporated by reference.
   4-f-4      --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
                1983, adjusting the number of shares subject to outstanding options and stock
                appreciation rights under Rockwell's 1979 Stock Plan for Key Employees, as
                amended, filed as Exhibit 4-e-5 to Registration Statement No. 33-11946, is
                hereby incorporated by reference.
   4-f-5      --Copy of resolution of the Board of Directors of Rockwell, adopted February
                11, 1987, adjusting the number of shares subject to outstanding options and
                stock appreciation rights under Rockwell's 1979 Stock Plan for Key Employees,
                as amended, filed as Exhibit 4-e-6 to Registration Statement No. 33-11946, is
                hereby incorporated by reference.
   4-g-1      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and 1995
                Long-Term Incentives Plan.
   4-g-2      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996, adjusting outstanding awards under Rockwell's (i) 1979 Stock Plan
                for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan and (iv) Directors Stock Plan.
   4-g-3      --Copy of resolution adopted by the Board of Directors of Rockwell on November
                6, 1996 authorizing the assignment of certain compensation and employee
                benefit plans to New Rockwell, including Rockwell's (i) 1979 Stock Plan for
                Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
                (vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
                for Senior Executive Officers.
   4-g-4      --Form of resolution proposed to be adopted by the Board of Directors of New
                Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for Key
                Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
                Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation Plan,
                (vi) Deferred Compensation Plan and (vii) Annual Incentive Compensation Plan
                for Senior Executive Officers.
   5          --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of New Rockwell, as to the legality of any newly issued
                Common Stock of New Rockwell covered by this Registration Statement.
   23-a       --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
                II-6 of this Registration Statement.
   23-b       --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of New Rockwell, contained in his opinion filed as
                Exhibit 5 to this Registration Statement.
II-3
5
23-c       --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
                Registration Statement.
   24         --Power of Attorney authorizing certain persons to sign this Registration
                Statement and amendments hereto on behalf of certain directors and officers
                of the Company, filed as Exhibit 24 to Registration Statement No. 333-14969,
                is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
 
A. New Rockwell hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by section 10(a)(3) of the Securities Act;
     (ii) to reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that clauses (i) and (ii) do not
     apply if the information required to be included in a post-effective
     amendment by those clauses is contained in periodic reports filed with or
     furnished to the Commission by New Rockwell pursuant to Section 13 or 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of New Rockwell's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
 
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of New Rockwell
pursuant to the foregoing provisions, or otherwise, New Rockwell has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by New Rockwell of expenses
incurred or paid by a director, officer or controlling person of New Rockwell in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, New Rockwell will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-4
6
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEAL BEACH, STATE OF CALIFORNIA ON THE 27TH DAY OF
NOVEMBER, 1996.
 
                                          NEW ROCKWELL INTERNATIONAL
                                          CORPORATION
 
                                                   /s/ WILLIAM J. CALISE, JR.
                                          By
 
                                           (WILLIAM J. CALISE, JR., SENIOR VICE
                                                        PRESIDENT,
                                              GENERAL COUNSEL AND SECRETARY)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 27TH DAY OF NOVEMBER, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE                                         TITLE
---------------------------------------------   ---------------------------------------------
DONALD R. BEALL*                    Chairman of the Board and Chief Executive
                                                  Officer (principal executive officer) and
                                                                  Director
             DON H. DAVIS, JR.*                                   Director
             W. MICHAEL BARNES*                 Senior Vice President, Finance & Planning and
                                                Chief Financial Officer (principal financial
                                                                  officer)
             LAWRENCE J. KOMATZ*                        Vice President and Controller
                                                       (principal accounting officer)
             /s/ WILLIAM J. CALISE,
  JR.
 * By
(WILLIAM J. CALISE, JR., ATTORNEY-IN-FACT)**
** By authority of the powers of attorney filed as Exhibit 24 to New Rockwell's
   Registration Statement on Form S-4 (Registration No. 333-14969).
 
                                      II-5
7
 
                           INDEPENDENT AUDITORS' CONSENT
 
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of New Rockwell International Corporation, in respect to the Rockwell
International Corporation 1995 Long-Term Incentives Plan, Rockwell International
Corporation 1988 Long-Term Incentives Plan, and the Rockwell International
Corporation 1979 Stock Plan for Key Employees, of our reports dated July 31,
1996 on the consolidated financial statements and financial statement schedule
of Rockwell International Corporation, our reports dated July 31, 1996 on the
financial statements of the Aerospace and Defense Business of Rockwell
International Corporation, and our report dated September 16, 1996 on the
balance sheet of New Rockwell International Corporation all appearing in the
Proxy Statement-Prospectus which is part of the Registration Statement No.
333-14969 on Form S-4 of New Rockwell International Corporation.
 
We also consent to the references to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement and in the Proxy
Statement-Prospectus which is part of the aforementioned Registration Statement
on Form S-4.
 
DELOITTE & TOUCHE LLP
 
Pittsburgh, Pennsylvania
November 26, 1996
 
                               ------------------
 
                               CONSENT OF COUNSEL
 
     The consent of William J. Calise, Jr., Esq., Senior Vice President, General
Counsel and Secretary of Rockwell, is included in his opinion filed as Exhibit 5
hereto.
 
                               CONSENT OF COUNSEL
 
     We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by New Rockwell
International Corporation in respect of its 1995 Long-Term Incentives Plan, 1988
Long-Term Incentives Plan and 1979 Stock Plan for Key Employees.
 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
November 27, 1996
 
                                      II-6
8
 
                                 EXHIBIT INDEX
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
3-a      --New Rockwell's Certificate of Incorporation, filed as Exhibit 3-a to
             Registration Statement No. 333-14969, is incorporated herein by
             reference.
  3-b      --New Rockwell's By-Laws, filed as Exhibit 3-b to Registration Statement
             No. 333-14969, is incorporated herein by reference.
  4-a      --Form of Restated Certificate of Incorporation of New Rockwell to be
             filed with the Secretary of State of the State of Delaware, filed as
             Exhibit 4-a to Registration Statement No. 333-14969, is incorporated
             herein by reference.
  4-b      --Form of By-Laws of New Rockwell to be adopted by New Rockwell, filed as
             Exhibit 4-b to Registration Statement No. 333-14969, is incorporated
             herein by reference.
  4-c      --Rights Agreement dated as of November 30, 1996 between New Rockwell and
             ChaseMellon Shareholder Services, L.L.C., as rights agent.
 4-d-1     --Copy of the 1995 Long-Term Incentives Plan of Rockwell International
             Corporation (Rockwell), filed as Exhibit 10-e-1 to Rockwell's Annual
             Report on Form 10-K for the fiscal year ended September 30, 1994, is
             incorporated herein by reference.
 4-d-2     --Copy of resolution of the Board of Directors of Rockwell, adopted
             September 11, 1996, amending Rockwell's 1995 Long-Term Incentives Plan,
             filed as Exhibit 10-c-2 to Registration Statement No. 333-14969, is
             incorporated herein by reference.
 4-d-3     --Forms of Stock Option Agreements under Rockwell's 1995 Long-Term
             Incentives Plan, filed as Exhibit 10-e-2 to Rockwell's Annual Report on
             Form 10-K for the year ended September 30, 1994, are hereby incorporated
             by reference.
 4-e-1     --Copy of Rockwell's 1988 Long-Term Incentives Plan, as amended through
             November 30, 1994, filed as Exhibit 10-d-1 to Rockwell's Annual Report
             on Form 10-K for the year ended September 30, 1994, is hereby
             incorporated by reference.
 4-e-2     --Forms of Stock Option Agreements under Rockwell's 1988 Long-Term
             Incentives Plan for options granted prior to May 1, 1992, filed as
             Exhibit 10-d-2 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1988, are hereby incorporated by reference.
 4-e-3     --Forms of Stock Option and Stock Appreciation Rights Agreements under
             Rockwell's 1988 Long-Term Incentives Plan for options and stock
             appreciation rights granted prior to May 1, 1992, filed as Exhibit
             10-d-3 to Rockwell's Annual Report on Form 10-K for the year ended
             September 30, 1988, are hereby incorporated by reference.
 4-e-4     --Form of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after May 1, 1992 and prior to March
             1, 1993, filed as Exhibit 28-a-1 to Rockwell's Quarterly Report on Form
             10-Q for the quarter ended June 30, 1992, is hereby incorporated by
             reference.
 4-e-5     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after March 1, 1993 and prior to
             November 1, 1993, filed as Exhibit 28-a to Rockwell's Quarterly Report
             on Form 10-Q for the quarter ended March 31, 1993, are hereby
             incorporated by reference.
 4-e-6     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after November 1, 1993 and before
             December 1, 1994, filed as Exhibit 10-d-6 to Rockwell's Annual Report on
             Form 10-K for the year ended September 30, 1993, are hereby incorporated
             by reference.
 4-e-7     --Forms of Stock Option Agreement under Rockwell's 1988 Long-Term
             Incentives Plan for options granted after December 1, 1994, filed as
             Exhibit 10-d-7 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1994, are hereby incorporated by reference.
9
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
4-f-1     --Copy of Rockwell's 1979 Stock Plan for Key Employees, as amended, filed
             as Exhibit 4-d-1 to Registration Statement No. 33-11946, is hereby
             incorporated by reference.
 4-f-2     --Forms of Stock Option and Stock Appreciation Rights Agreements under
             Rockwell's 1979 Stock Plan for Key Employees, as amended, for options
             and stock appreciation rights granted after December 1, 1987, filed as
             Exhibit 10-b-7 to Rockwell's Annual Report on Form 10-K for the year
             ended September 30, 1987, are hereby incorporated by reference.
 4-f-3     --Copy of resolution of the Board of Directors of Rockwell, adopted May 7,
             1980, adjusting the number of shares subject to outstanding options and
             stock appreciation rights under Rockwell's 1979 Stock Option Plan for
             Key Employees (now the 1979 Stock Plan for Key Employees, as amended)
             and the number of shares transferable under Rockwell's Incentive
             Compensation Plan, filed as Exhibit 10-d-2 to Rockwell's Annual Report
             on Form 10-K for the year ended September 30, 1987, is hereby
             incorporated by reference.
 4-f-4     --Copy of resolution of the Board of Directors of Rockwell, adopted May 4,
             1983, adjusting the number of shares subject to outstanding options and
             stock appreciation rights under Rockwell's 1979 Stock Plan for Key
             Employees, as amended, filed as Exhibit 4-e-5 to Registration Statement
             No. 33-11946, is hereby incorporated by reference.
 4-f-5     --Copy of resolution of the Board of Directors of Rockwell, adopted
             February 11, 1987, adjusting the number of shares subject to outstanding
             options and stock appreciation rights under Rockwell's 1979 Stock Plan
             for Key Employees, as amended, filed as Exhibit 4-e-6 to Registration
             Statement No. 33-11946, is hereby incorporated by reference.
 4-g-1     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996, amending Rockwell's 1988 Long-Term Incentives Plan and
             1995 Long-Term Incentives Plan.
 4-g-2     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996, adjusting outstanding awards under Rockwell's (i) 1979
             Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
             1995 Long-Term Incentives Plan and (iv) Directors Stock Plan.
 4-g-3     --Copy of resolution adopted by the Board of Directors of Rockwell on
             November 6, 1996 authorizing the assignment of certain compensation and
             employee benefit plans to New Rockwell, including Rockwell's (i) 1979
             Stock Plan for Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii)
             1995 Long-Term Incentives Plan, (iv) Directors Stock Plan, (v) Incentive
             Compensation Plan and (vi) Deferred Compensation Plan, (vii) Annual
             Incentive Compensation Plan for Senior Executive Officers.
 4-g-4     --Form of resolution proposed to be adopted by the Board of Directors of
             New Rockwell assuming and adopting Rockwell's (i) 1979 Stock Plan for
             Key Employees, (ii) 1988 Long-Term Incentives Plan, (iii) 1995 Long-Term
             Incentives Plan, (iv) Directors Stock Plan, (v) Incentive Compensation
             Plan, (vi) Deferred Compensation Plan and (vii) Annual Incentive
             Compensation Plan for Senior Executive Officers.
   5       --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of New Rockwell, as to the legality of any newly
             issued Common Stock of New Rockwell covered by this Registration
             Statement.
  23-a     --Consent of Deloitte & Touche LLP, independent auditors, set forth on
             page II-6 of this Registration Statement.
  23-b     --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of New Rockwell, contained in his opinion filed as
             Exhibit 5 to this Registration Statement.
10
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23-c     --Consent of Chadbourne & Parke LLP, set forth on page II-6 of this
             Registration Statement.
   24      --Power of Attorney authorizing certain persons to sign this Registration
             Statement and amendments hereto on behalf of certain directors and
             officers of the Company, filed as Exhibit 24 to Registration Statement
             No. 333-14969, is incorporated herein by reference.