As filed with the Securities and Exchange Commission on October 15, 1999

                                           Registration Statement No. 333-
===============================================================================

                       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 registrant as specified in its charter)

                Delaware                                25-1797617
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification Number)

       777 East Wisconsin Avenue,
               Suite 1400
          Milwaukee, Wisconsin                             53202
         (Address of Principal                           (Zip Code)
           Executive Offices)

                                   ----------

           Rockwell International Corporation Retirement Savings Plan
                        for Represented Hourly Employees
                            (Full title of the plan)

                                   ----------

                          WILLIAM J. CALISE, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                       Rockwell International Corporation
                      777 East Wisconsin Avenue, Suite 1400
                           Milwaukee, Wisconsin 53202
                     (Name and address of agent for service)

                                 (414) 212-5200
          (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
                                          Proposed       maximum
                              Amount      maximum       aggregate   Amount of
   Title Of Securities        to be     offering price  offering  registration
    to be registered        registered   per share(1)    price(1)      fee
========================== ============ ============== =========== ============
Common Stock, par value $1
per share (including the
associated Preferred Share
Purchase Rights)(2)        5,000 shares    $51.0625    $255,312.50    $70.98
========================== ============ ============== =========== ============

     (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
October 13, 1999 of $51.0625.

     (2) In addition, pursuant to Rule 416(c) under 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.

===============================================================================
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents, which are on file (File No. 1-12383) with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:

         (a) Annual Report on Form 10-K of Rockwell International Corporation
             ("Rockwell") for the year ended September 30, 1998.

         (b) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             December 31, 1998.

         (c) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             March 31, 1999.

         (d) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             June 30, 1999.

         (e) Current Report on Form 8-K of Rockwell dated January 12, 1999.

         (f) The description of Rockwell's Common Stock, par value $1 per
             share, and Rockwell's Preferred Share Purchase Rights, which is
             incorporated in Rockwell's Registration Statement on Form 8-A
             dated October 30, 1996 by reference to the material under the
             caption "Description of New Rockwell Capital Stock" on pages
             105-115 of Rockwell's Proxy Statement-Prospectus dated October
             29, 1996, constituting a part of Rockwell's Registration
             Statement on Form S-4 (Registration No. 333-14969).

         All documents subsequently filed by Rockwell and the Rockwell
International Corporation Retirement Savings Plan for Represented Hourly
Employees (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 herein by reference 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 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 to a corporation or its
shareholders for breach of their fiduciary duty of care,

                                      II-1
<PAGE>
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 last paragraph of Article Seventh of Rockwell's Restated
Certificate of Incorporation, as amended, eliminates monetary liability of
directors to Rockwell and its shareowners for breach of fiduciary duty as
directors to the extent permitted by Delaware law.

         Section 13 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 13 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.

         Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.

         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      -- Restated Certificate of Incorporation of Rockwell, as
                     amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report
                     on Form 10-K for the year ended September 30, 1996, is
                     hereby incorporated by reference.

         4-b      -- By-Laws of Rockwell filed as Exhibit 3-b-2 to Rockwell's
                     Annual Report on Form 10-K for the year ended September 30,
                     1998, is hereby incorporated by reference.

         4-c      -- Rights Agreement dated as of November 30, 1996 between
                     Rockwell and ChaseMellon Shareholder Services, L.L.C., as
                     rights agent, filed as Exhibit 4-c to Registration
                     Statement No. 333-17031, is hereby incorporated by
                     reference.

         4-d      -- Copy of the Rockwell International Corporation
                     Retirement Savings Plan for Represented Hourly Employees,
                     amended and restated effective as of April 1, 1999.

         4-e      -- Master Defined Contribution Trust Agreement effective
                     January 1, 1996 between The Employee Benefit Committee of
                     Rockwell and First Interstate Bank of California
                     (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit
                     99-b to Rockwell's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 1996 (File No. 1-1035), is hereby
                     incorporated by reference.

         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 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,
                     as amended, Rockwell hereby undertakes to submit the

                                      II-2
<PAGE>
                     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-7 of this registration statement.

         23-b     -- 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-c     -- Consent of Chadbourne & Parke LLP, set forth on page II-7
                     of this registration statement.

         24       -- Power of Attorney authorizing certain persons to sign
                     this registration statement on behalf of certain directors
                     and officers of Rockwell.


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 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
         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 Rockwell's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
         filing of the Plan's annual report pursuant to Section 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 Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the 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 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

                                      II-3
<PAGE>
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 and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>
                                   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 Milwaukee, State of Wisconsin on the 15th day of
October, 1999.

                              ROCKWELL INTERNATIONAL CORPORATION

                              By /s/ William J. Calise, Jr.
                                 -----------------------------------------------
                                 (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 15th day of October, 1999 by the
following persons in the capacities indicated:

                    Signature                               Title
                    ---------                               -----

         DON H. DAVIS, JR.*                       Chairman of the Board and
                                                    Chief Executive Officer
                                                  (principal executive officer)

         GEORGE L. ARGYROS*                       Director

         DONALD R. BEALL*                         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

         ROBERT B. SHAPIRO*                       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)

         WILLIAM E. SANDERS*                      Vice President and Controller
                                                  (principal accounting officer)



*  By /s/ William J. Calise, Jr.
      --------------------------------------------
      (William J. Calise, Jr., Attorney-in-fact)**

** By authority of the power of attorney filed herewith.

                                      II-5
<PAGE>
         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 15th day of October, 1999.

                                   ROCKWELL INTERNATIONAL CORPORATION RETIREMENT
                                     SAVINGS PLAN FOR REPRESENTED HOURLY
                                     EMPLOYEES


                                   By /s/ Alfred J. Spigarelli
                                      ------------------------------------------
                                      (Alfred J. Spigarelli, Plan Administrator)























                                      II-6
<PAGE>
                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 in respect of the
Rockwell International Corporation Retirement Savings Plan for Represented
Hourly Employees of our report dated November 4, 1998, appearing in the Annual
Report on Form 10-K of Rockwell International Corporation for the year ended
September 30, 1998, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
October 15, 1999

                                -----------------


                               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 Rockwell International Corporation
Retirement Savings Plan for Represented Hourly Employees.


                                                  CHADBOURNE & PARKE LLP

30 Rockefeller Plaza
New York, New York 10112
October 15, 1999





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20407}]
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As filed with the Securities and Exchange Commission on October 15, 1999

                                           Registration Statement No. 333-
===============================================================================

                       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 registrant as specified in its charter)

                Delaware                                25-1797617
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification Number)

       777 East Wisconsin Avenue,
               Suite 1400
          Milwaukee, Wisconsin                             53202
         (Address of Principal                           (Zip Code)
           Executive Offices)

                                   ----------

           Rockwell International Corporation Retirement Savings Plan
                        for Represented Hourly Employees
                            (Full title of the plan)

                                   ----------

                          WILLIAM J. CALISE, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                       Rockwell International Corporation
                      777 East Wisconsin Avenue, Suite 1400
                           Milwaukee, Wisconsin 53202
                     (Name and address of agent for service)

                                 (414) 212-5200
          (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
                                          Proposed       maximum
                              Amount      maximum       aggregate   Amount of
   Title Of Securities        to be     offering price  offering  registration
    to be registered        registered   per share(1)    price(1)      fee
========================== ============ ============== =========== ============
Common Stock, par value $1
per share (including the
associated Preferred Share
Purchase Rights)(2)        5,000 shares    $51.0625    $255,312.50    $70.98
========================== ============ ============== =========== ============

     (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
October 13, 1999 of $51.0625.

     (2) In addition, pursuant to Rule 416(c) under 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.

===============================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which are on file (File No. 1-12383) with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference and made a part hereof:

         (a) Annual Report on Form 10-K of Rockwell International Corporation
             ("Rockwell") for the year ended September 30, 1998.

         (b) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             December 31, 1998.

         (c) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             March 31, 1999.

         (d) Quarterly Report on Form 10-Q of Rockwell for the quarter ended
             June 30, 1999.

         (e) Current Report on Form 8-K of Rockwell dated January 12, 1999.

         (f) The description of Rockwell's Common Stock, par value $1 per
             share, and Rockwell's Preferred Share Purchase Rights, which is
             incorporated in Rockwell's Registration Statement on Form 8-A
             dated October 30, 1996 by reference to the material under the
             caption "Description of New Rockwell Capital Stock" on pages
             105-115 of Rockwell's Proxy Statement-Prospectus dated October
             29, 1996, constituting a part of Rockwell's Registration
             Statement on Form S-4 (Registration No. 333-14969).

         All documents subsequently filed by Rockwell and the Rockwell
International Corporation Retirement Savings Plan for Represented Hourly
Employees (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (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 herein by reference 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 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 to a corporation or its
shareholders for breach of their fiduciary duty of care,

                                      II-1
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 last paragraph of Article Seventh of Rockwell's Restated
Certificate of Incorporation, as amended, eliminates monetary liability of
directors to Rockwell and its shareowners for breach of fiduciary duty as
directors to the extent permitted by Delaware law.

         Section 13 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 13 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.

         Rockwell's directors and officers are insured against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act.

         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      -- Restated Certificate of Incorporation of Rockwell, as
                     amended, filed as Exhibit 3-a-1 to Rockwell's Annual Report
                     on Form 10-K for the year ended September 30, 1996, is
                     hereby incorporated by reference.

         4-b      -- By-Laws of Rockwell filed as Exhibit 3-b-2 to Rockwell's
                     Annual Report on Form 10-K for the year ended September 30,
                     1998, is hereby incorporated by reference.

         4-c      -- Rights Agreement dated as of November 30, 1996 between
                     Rockwell and ChaseMellon Shareholder Services, L.L.C., as
                     rights agent, filed as Exhibit 4-c to Registration
                     Statement No. 333-17031, is hereby incorporated by
                     reference.

         4-d      -- Copy of the Rockwell International Corporation
                     Retirement Savings Plan for Represented Hourly Employees,
                     amended and restated effective as of April 1, 1999.

         4-e      -- Master Defined Contribution Trust Agreement effective
                     January 1, 1996 between The Employee Benefit Committee of
                     Rockwell and First Interstate Bank of California
                     (predecessor of Wells Fargo Bank, N.A.), filed as Exhibit
                     99-b to Rockwell's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 1996 (File No. 1-1035), is hereby
                     incorporated by reference.

         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 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,
                     as amended, Rockwell hereby undertakes to submit the

                                      II-2
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-7 of this registration statement.

         23-b     -- 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-c     -- Consent of Chadbourne & Parke LLP, set forth on page II-7
                     of this registration statement.

         24       -- Power of Attorney authorizing certain persons to sign
                     this registration statement on behalf of certain directors
                     and officers of Rockwell.

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 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
         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 Rockwell's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
         filing of the Plan's annual report pursuant to Section 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 Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the 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 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

                                      II-3
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 and will be governed by the final
adjudication of such issue.

                                      II-4
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 Milwaukee, State of Wisconsin on the 15th day of
October, 1999.

                              ROCKWELL INTERNATIONAL CORPORATION

                              By /s/ William J. Calise, Jr.
                                 -----------------------------------------------
                                 (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 15th day of October, 1999 by the
following persons in the capacities indicated:

                    Signature                               Title
                    ---------                               -----

         DON H. DAVIS, JR.*                       Chairman of the Board and
                                                    Chief Executive Officer
                                                  (principal executive officer)

         GEORGE L. ARGYROS*                       Director

         DONALD R. BEALL*                         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

         ROBERT B. SHAPIRO*                       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)

         WILLIAM E. SANDERS*                      Vice President and Controller
                                                  (principal accounting officer)

*  By /s/ William J. Calise, Jr.
      --------------------------------------------
      (William J. Calise, Jr., Attorney-in-fact)**

** By authority of the power of attorney filed herewith.

                                      II-5
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 15th day of October, 1999.

                                   ROCKWELL INTERNATIONAL CORPORATION RETIREMENT
                                     SAVINGS PLAN FOR REPRESENTED HOURLY
                                     EMPLOYEES

                                   By /s/ Alfred J. Spigarelli
                                      ------------------------------------------
                                      (Alfred J. Spigarelli, Plan Administrator)

                                      II-6
INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 in respect of the
Rockwell International Corporation Retirement Savings Plan for Represented
Hourly Employees of our report dated November 4, 1998, appearing in the Annual
Report on Form 10-K of Rockwell International Corporation for the year ended
September 30, 1998, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
October 15, 1999

                                -----------------

                               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 Rockwell International Corporation
Retirement Savings Plan for Represented Hourly Employees.

                                                  CHADBOURNE & PARKE LLP

30 Rockefeller Plaza
New York, New York 10112
October 15, 1999

                                      II-7