<PAGE>   1
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                       ROCKWELL INTERNATIONAL CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                    <C>
           Delaware                        95-1054708
 (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)         IDENTIFICATION NO.)
  2201 Seal Beach Boulevard                90740-8250
    Seal Beach, California                 (ZIP CODE)
    (ADDRESS OF PRINCIPAL
      EXECUTIVE OFFICES)
</TABLE>
 
                               ------------------
                           RELIANCE ELECTRIC COMPANY
                          SAVINGS AND INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)
                               ------------------
                          WILLIAM J. CALISE, JR. Esq.
              Senior Vice President, General Counsel and Secretary
                       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
                               ------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
                                                      PROPOSED         PROPOSED
                                    AMOUNT             MAXIMUM          MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES             TO BE         OFFERING PRICE      AGGREGATE      REGISTRATION
      TO BE REGISTERED            REGISTERED          PER SHARE     OFFERING PRICE        FEE
- ----------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>              <C>              <C>
Common Stock, Par Value $1
  per share(1)...............    2,000,000 shs.       $46.69(2)     $93,380,000(2)    $32,200.00
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
<FN> 
     (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the Securities Act), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
 
     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based on the average of the
high and low trading prices for the Common Stock on September 22, 1995, as
reported in the New York Stock Exchange--Composite Transactions.
</TABLE>

===============================================================================
<PAGE>   2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which Rockwell International Corporation
(Rockwell) has filed (file number 1-1035) with the Securities and Exchange
Commission (the Commission), are incorporated herein by reference and made a
part hereof:
 
     (a) Rockwell's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1994.
 
     (b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended
         December 31, 1994, March 31, 1995 and June 30, 1995.
 
     (c) Rockwell's Current Reports on Form 8-K dated December 21, 1994,
         February 23, 1995 and June 14, 1995.
 
     (d) Item 1 of the Registration Statement on Form 8-C pursuant to Section
         12(b) of the Securities Exchange Act of 1934 (the Exchange Act), filed
         by North American Aviation, Inc. (now Rockwell) April 16, 1967.
 
     (e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to
         Section 12(b) or (g) of the Exchange Act, filed January 28, 1988.
 
     All documents subsequently filed by Rockwell and the Reliance Electric
Company Savings and Investment Plan (the Plan) 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.
 
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 Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of 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 fiduciary
duty as directors, 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).
 
     The third paragraph of Article Eighth of Rockwell's Restated Certificate of
Incorporation, as amended, eliminates monetary liability of directors for breach
of fiduciary duty as directors to the extent permitted by Delaware law.
 
     Section 15 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in
substance, for the indemnification of directors, officers, employees and agents
of Rockwell to the extent permitted by Delaware law.
 
     In addition, Section 14.11 of Article 14 of the Plan provides for
indemnification of present and future fiduciaries of the Plan.
 
     Rockwell's directors and officers are insured against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
 
                                      II-1
<PAGE>   3
 
     In addition, 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 liabilities under
the Securities Act, or to contribution with respect to payments which 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>
   4-a        --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed
                as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year
                ended September 30, 1994, is incorporated herein by reference.
   4-b        --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report
                on Form
                10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by
                reference.
   4-c        --Copy of the Reliance Electric Company Savings and Investment Plan, as
                restated effective January 1, 1989.
   4-d        --Form of Amendment No. 1 to Reliance Electric Company Savings and Investment
                Plan, effective January 1, 1989.
   4-e        --Form of Amendment No. 2 to Reliance Electric Company Savings and Investment
                Plan, effective October 1, 1995.
   4-f        --Copy of Agreement and Declaration of Trust amended and restated as of
                September 2, 1983 between Reliance Electric Company and Central National Bank
                of Cleveland (predecessor-in-interest to Key Trust Company of Ohio, N.A.).
   5-a        --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of Rockwell, as to the legality of any newly issued
                Common Stock of Rockwell covered by this Registration Statement.
   5-b        --In lieu of an opinion concerning compliance with the requirements of the
                Employee Retirement Income Security Act of 1974, as amended, or a
                determination letter of the Internal Revenue Service (the IRS) that the Plan
                is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby
                undertakes to cause its wholly-owned subsidiary, Reliance Electric Company,
                to submit the Plan and any amendment thereto to the IRS in a timely manner
                and to make all changes required by the IRS in order to qualify the Plan.
   23-a       --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
                II-6 of this Registration Statement.
   23-b       --Consent of Price Waterhouse LLP, independent accountants, set forth on page
                II-7 of this Registration Statement.
   23-c       --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit
                5-a to this Registration Statement.
   23-d       --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
                Registration Statement.
   24         --Powers 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 Rockwell's Registration Statement on
                Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
</TABLE>
 
ITEM 9. UNDERTAKINGS.
 
A. 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
     of 1933; (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
 
                                      II-2
<PAGE>   4
 
     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 Rockwell pursuant to Section
     13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of Rockwell's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and each
     filing of the Plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) 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
of 1933 may be permitted to directors, officers and controlling persons of
Rockwell pursuant to the foregoing provisions, or otherwise, 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Rockwell of
expenses incurred or paid by a director, officer or controlling person of
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, 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 of 1933 and will be
governed by the final adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   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 25TH DAY OF
SEPTEMBER, 1995.
 
                                          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 25TH DAY OF SEPTEMBER, 1995 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
               LEW ALLEN, JR.*                                    Director
            RICHARD M. BRESSLER*                                  Director
              JOHN J. CREEDON*                                    Director
                DON H. DAVIS*                                     Director
            ROBIN CHANDLER DUKE*                                  Director
              JUDITH L. ESTRIN*                                   Director
            WILLIAM H. GRAY, III*                                 Director
        JAMES CLAYBURN LA FORCE, JR.*                             Director
         WILLIAM T. MCCORMICK, JR.*                               Director
              JOHN D. NICHOLS*                                    Director
             BRUCE M. ROCKWELL*                                   Director
             WILLIAM S. SNEATH*                                   Director
            JOSEPH F. TOOT, 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 Rockwell's
   Registration Statement on Form S-3 (Registration No. 33-61723).
 
                                      II-4
<PAGE>   6
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN 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 25TH DAY OF SEPTEMBER, 1995.
 
                                          RELIANCE ELECTRIC COMPANY
                                          SAVINGS AND INVESTMENT PLAN
 
                                          BY RELIANCE ELECTRIC COMPANY
                                            AS PLAN ADMINISTRATOR
 
                                                
                                          By    /s/ WILLIAM J. CALISE, JR. 
                                               -----------------------------

                                               (WILLIAM J. CALISE, JR., VICE
                                                        PRESIDENT)
 
                                      II-5
<PAGE>   7
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Rockwell International Corporation, in respect of the Reliance
Electric Company Savings and Investment Plan, of our reports dated November 1,
1994, except Note 2 to Financial Statements, as to which the date is November
21, 1994, appearing in and incorporated by reference in the 1994 Annual Report
on Form 10-K of Rockwell International Corporation and to the reference to us
under the heading "Experts" in the Prospectus, which is related to this
Registration Statement.
 
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
September 22, 1995
 
                               ------------------
 
                               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-a hereto.
 
                                      II-6
<PAGE>   8
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Rockwell International Corporation and the Prospectus
with respect to the securities covered thereby of our report dated February 3,
1994 relating to the consolidated financial statements of Reliance Electric
Company which appears in the Current Report on Form 8-K of Rockwell
International Corporation dated December 21, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
 
PRICE WATERHOUSE LLP
Cleveland, Ohio
September 21, 1995
 
                                      II-7
<PAGE>   9
 
                               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 Rockwell
International Corporation in respect of the Reliance Electric Company Savings
and Investment Plan.
 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
September 25, 1995
 
                                      II-8
<PAGE>   10
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                                                                 PAGE
- --------                                                                                ----
<C>        <S>                                                                          <C>
  4-a      --Copy of Rockwell's Restated Certificate of Incorporation, as amended,
             filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the
             fiscal year ended September 30, 1994, is incorporated herein by
             reference.
  4-b      --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly
             Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is
             incorporated herein by reference.
  4-c      --Copy of the Reliance Electric Company Savings and Investment Plan, as
             restated effective January 1, 1989.
  4-d      --Form of Amendment No. 1 to Reliance Electric Company Savings and
             Investment Plan, effective January 1, 1989.
  4-e      --Form of Amendment No. 2 to Reliance Electric Company Savings and
             Investment Plan, effective October 1, 1995.
  4-f      --Copy of Agreement and Declaration of Trust as of September 2, 1983
             between Reliance Electric Company and Central National Bank of Cleveland
             (predecessor-in-interest to Key Trust Company of Ohio, N.A.)
  5-a      --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of Rockwell, as to the legality of any newly
             issued Common Stock of Rockwell covered by this Registration Statement.
  5-b      --In lieu of an opinion concerning compliance with the requirements of the
             Employee Retirement Income Security Act of 1974, as amended, or a
             determination letter of the Internal Revenue Service (the IRS) that the
             Plan is qualified under Section 401 of the Internal Revenue Code,
             Rockwell hereby undertakes to cause its wholly-owned subsidiary,
             Reliance Electric Company, to submit the Plan and any amendment thereto
             to the IRS in a timely manner and to make all changes required by the
             IRS in order to qualify the Plan.
  23-a     --Consent of Deloitte & Touche LLP, independent auditors, set forth on
             page II-6 of this Registration Statement.
  23-b     --Consent of Price Waterhouse LLP, independent accountants, set forth on
             page II-7 of this Registration Statement.
  23-c     --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of Rockwell, contained in his opinion filed as
             Exhibit 5-a to this Registration Statement.
  23-d     --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
             Registration Statement.
   24      --Powers 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 Rockwell's Registration
             Statement on Form S-3 (Registration No. 33-61723), are incorporated
             herein by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ROCKWELL S-8", "secsgml_size_bytes": 24572}]
{"company-data": {"conformed-name": "ROCKWELL INTERNATIONAL CORP", "cik": "0000084636", "assigned-sic": "3760", "irs-number": "951054708", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62917", "film-number": "95576065"}, "business-address": {"street1": "2201 SEAL BEACH BOULEVARD", "city": "SEAL BEACH", "state": "CA", "zip": "90740", "phone": "4125654004"}, "mail-address": {"street1": "2201 SEAL BEACH BOULEVARD", "city": "SEAL BEACH", "state": "CA", "zip": "90740"}, "former-company": {"former-conformed-name": "NORTH AMERICAN AVIATION INC", "date-changed": "19671017"}}
1
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                       ROCKWELL INTERNATIONAL CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
Delaware                        95-1054708
 (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)         IDENTIFICATION NO.)
  2201 Seal Beach Boulevard                90740-8250
    Seal Beach, California                 (ZIP CODE)
    (ADDRESS OF PRINCIPAL
      EXECUTIVE OFFICES)
------------------
                           RELIANCE ELECTRIC COMPANY
                          SAVINGS AND INVESTMENT PLAN
                            (FULL TITLE OF THE PLAN)
                               ------------------
                          WILLIAM J. CALISE, JR. Esq.
              Senior Vice President, General Counsel and Secretary
                       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
                               ------------------
                        CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
                                                      PROPOSED         PROPOSED
                                    AMOUNT             MAXIMUM          MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES             TO BE         OFFERING PRICE      AGGREGATE      REGISTRATION
      TO BE REGISTERED            REGISTERED          PER SHARE     OFFERING PRICE        FEE
- ----------------------------------------------------------------------------------------------------
Common Stock, Par Value $1
  per share(1)...............    2,000,000 shs.       $46.69(2)     $93,380,000(2)    $32,200.00
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the Securities Act), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
 
     (2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act based on the average of the
high and low trading prices for the Common Stock on September 22, 1995, as
reported in the New York Stock Exchange--Composite Transactions.
===============================================================================
2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following documents, which Rockwell International Corporation
(Rockwell) has filed (file number 1-1035) with the Securities and Exchange
Commission (the Commission), are incorporated herein by reference and made a
part hereof:
 
     (a) Rockwell's Annual Report on Form 10-K for the fiscal year ended
         September 30, 1994.
 
     (b) Rockwell's Quarterly Reports on Form 10-Q for the fiscal quarters ended
         December 31, 1994, March 31, 1995 and June 30, 1995.
 
     (c) Rockwell's Current Reports on Form 8-K dated December 21, 1994,
         February 23, 1995 and June 14, 1995.
 
     (d) Item 1 of the Registration Statement on Form 8-C pursuant to Section
         12(b) of the Securities Exchange Act of 1934 (the Exchange Act), filed
         by North American Aviation, Inc. (now Rockwell) April 16, 1967.
 
     (e) Item 1 of Rockwell's Registration Statement on Form 8-A pursuant to
         Section 12(b) or (g) of the Exchange Act, filed January 28, 1988.
 
     All documents subsequently filed by Rockwell and the Reliance Electric
Company Savings and Investment Plan (the Plan) 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.
 
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 Rockwell covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of 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 fiduciary
duty as directors, 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).
 
     The third paragraph of Article Eighth of Rockwell's Restated Certificate of
Incorporation, as amended, eliminates monetary liability of directors for breach
of fiduciary duty as directors to the extent permitted by Delaware law.
 
     Section 15 of Article III of the By-Laws of Rockwell and the appendix
thereto entitled Procedures for Submission and Determination of Claims for
Indemnification Pursuant to Article III, Section 15 of the By-Laws provide, in
substance, for the indemnification of directors, officers, employees and agents
of Rockwell to the extent permitted by Delaware law.
 
     In addition, Section 14.11 of Article 14 of the Plan provides for
indemnification of present and future fiduciaries of the Plan.
 
     Rockwell's directors and officers are insured against certain liabilities
for actions taken in such capacities, including liabilities under the Securities
Act.
 
                                      II-1
3
 
     In addition, 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 liabilities under
the Securities Act, or to contribution with respect to payments which 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.
4-a        --Copy of Rockwell's Restated Certificate of Incorporation, as amended, filed
                as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the fiscal year
                ended September 30, 1994, is incorporated herein by reference.
   4-b        --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly Report
                on Form
                10-Q for the fiscal quarter ended June 30, 1995, is incorporated herein by
                reference.
   4-c        --Copy of the Reliance Electric Company Savings and Investment Plan, as
                restated effective January 1, 1989.
   4-d        --Form of Amendment No. 1 to Reliance Electric Company Savings and Investment
                Plan, effective January 1, 1989.
   4-e        --Form of Amendment No. 2 to Reliance Electric Company Savings and Investment
                Plan, effective October 1, 1995.
   4-f        --Copy of Agreement and Declaration of Trust amended and restated as of
                September 2, 1983 between Reliance Electric Company and Central National Bank
                of Cleveland (predecessor-in-interest to Key Trust Company of Ohio, N.A.).
   5-a        --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of Rockwell, as to the legality of any newly issued
                Common Stock of Rockwell covered by this Registration Statement.
   5-b        --In lieu of an opinion concerning compliance with the requirements of the
                Employee Retirement Income Security Act of 1974, as amended, or a
                determination letter of the Internal Revenue Service (the IRS) that the Plan
                is qualified under Section 401 of the Internal Revenue Code, Rockwell hereby
                undertakes to cause its wholly-owned subsidiary, Reliance Electric Company,
                to submit the Plan and any amendment thereto to the IRS in a timely manner
                and to make all changes required by the IRS in order to qualify the Plan.
   23-a       --Consent of Deloitte & Touche LLP, independent auditors, set forth on page
                II-6 of this Registration Statement.
   23-b       --Consent of Price Waterhouse LLP, independent accountants, set forth on page
                II-7 of this Registration Statement.
   23-c       --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
                Counsel and Secretary of Rockwell, contained in his opinion filed as Exhibit
                5-a to this Registration Statement.
   23-d       --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
                Registration Statement.
   24         --Powers 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 Rockwell's Registration Statement on
                Form S-3 (Registration No. 33-61723), are incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
 
A. 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
     of 1933; (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
 
                                      II-2
4
 
     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 Rockwell pursuant to Section
     13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 of 1933, each filing of Rockwell's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and each
     filing of the Plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) 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
of 1933 may be permitted to directors, officers and controlling persons of
Rockwell pursuant to the foregoing provisions, or otherwise, 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Rockwell of
expenses incurred or paid by a director, officer or controlling person of
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, 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 of 1933 and will be
governed by the final adjudication of such issue.
 
                                      II-3
5
 
                                   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 25TH DAY OF
SEPTEMBER, 1995.
 
                                          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 25TH DAY OF SEPTEMBER, 1995 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
               LEW ALLEN, JR.*                                    Director
            RICHARD M. BRESSLER*                                  Director
              JOHN J. CREEDON*                                    Director
                DON H. DAVIS*                                     Director
            ROBIN CHANDLER DUKE*                                  Director
              JUDITH L. ESTRIN*                                   Director
            WILLIAM H. GRAY, III*                                 Director
        JAMES CLAYBURN LA FORCE, JR.*                             Director
         WILLIAM T. MCCORMICK, JR.*                               Director
              JOHN D. NICHOLS*                                    Director
             BRUCE M. ROCKWELL*                                   Director
             WILLIAM S. SNEATH*                                   Director
            JOSEPH F. TOOT, 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 Rockwell's
   Registration Statement on Form S-3 (Registration No. 33-61723).
 
                                      II-4
6
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE PLAN 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 25TH DAY OF SEPTEMBER, 1995.
 
                                          RELIANCE ELECTRIC COMPANY
                                          SAVINGS AND INVESTMENT PLAN
 
                                          BY RELIANCE ELECTRIC COMPANY
                                            AS PLAN ADMINISTRATOR
 
                                                
                                          By    /s/ WILLIAM J. CALISE, JR. 
                                               -----------------------------

                                               (WILLIAM J. CALISE, JR., VICE
                                                        PRESIDENT)
 
                                      II-5
7
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Rockwell International Corporation, in respect of the Reliance
Electric Company Savings and Investment Plan, of our reports dated November 1,
1994, except Note 2 to Financial Statements, as to which the date is November
21, 1994, appearing in and incorporated by reference in the 1994 Annual Report
on Form 10-K of Rockwell International Corporation and to the reference to us
under the heading "Experts" in the Prospectus, which is related to this
Registration Statement.
 
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
September 22, 1995
 
                               ------------------
 
                               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-a hereto.
 
                                      II-6
8
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Rockwell International Corporation and the Prospectus
with respect to the securities covered thereby of our report dated February 3,
1994 relating to the consolidated financial statements of Reliance Electric
Company which appears in the Current Report on Form 8-K of Rockwell
International Corporation dated December 21, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
 
PRICE WATERHOUSE LLP
Cleveland, Ohio
September 21, 1995
 
                                      II-7
9
 
                               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 Rockwell
International Corporation in respect of the Reliance Electric Company Savings
and Investment Plan.
 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
September 25, 1995
 
                                      II-8
10
 
                                 EXHIBIT INDEX
EXHIBIT
 NUMBER                                                                                 PAGE
- --------                                                                                ----
4-a      --Copy of Rockwell's Restated Certificate of Incorporation, as amended,
             filed as Exhibit 3-a-1 to Rockwell's Annual Report on Form 10-K for the
             fiscal year ended September 30, 1994, is incorporated herein by
             reference.
  4-b      --Copy of Rockwell's By-Laws, filed as Exhibit 3 to Rockwell's Quarterly
             Report on Form 10-Q for the fiscal quarter ended June 30, 1995, is
             incorporated herein by reference.
  4-c      --Copy of the Reliance Electric Company Savings and Investment Plan, as
             restated effective January 1, 1989.
  4-d      --Form of Amendment No. 1 to Reliance Electric Company Savings and
             Investment Plan, effective January 1, 1989.
  4-e      --Form of Amendment No. 2 to Reliance Electric Company Savings and
             Investment Plan, effective October 1, 1995.
  4-f      --Copy of Agreement and Declaration of Trust as of September 2, 1983
             between Reliance Electric Company and Central National Bank of Cleveland
             (predecessor-in-interest to Key Trust Company of Ohio, N.A.)
  5-a      --Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of Rockwell, as to the legality of any newly
             issued Common Stock of Rockwell covered by this Registration Statement.
  5-b      --In lieu of an opinion concerning compliance with the requirements of the
             Employee Retirement Income Security Act of 1974, as amended, or a
             determination letter of the Internal Revenue Service (the IRS) that the
             Plan is qualified under Section 401 of the Internal Revenue Code,
             Rockwell hereby undertakes to cause its wholly-owned subsidiary,
             Reliance Electric Company, to submit the Plan and any amendment thereto
             to the IRS in a timely manner and to make all changes required by the
             IRS in order to qualify the Plan.
  23-a     --Consent of Deloitte & Touche LLP, independent auditors, set forth on
             page II-6 of this Registration Statement.
  23-b     --Consent of Price Waterhouse LLP, independent accountants, set forth on
             page II-7 of this Registration Statement.
  23-c     --Consent of William J. Calise, Jr., Esq., Senior Vice President, General
             Counsel and Secretary of Rockwell, contained in his opinion filed as
             Exhibit 5-a to this Registration Statement.
  23-d     --Consent of Chadbourne & Parke LLP, set forth on page II-8 of this
             Registration Statement.
   24      --Powers 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 Rockwell's Registration
             Statement on Form S-3 (Registration No. 33-61723), are incorporated
             herein by reference.