As filed with the Securities and Exchange Commission on December 11, 2002.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                            Rockwell Automation, Inc.
             (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 Automation, Inc.
                            2003 Directors Stock Plan
                            (Full title of the plan)

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

                          WILLIAM J. CALISE, JR., ESQ.
              Senior Vice President, General Counsel and Secretary
                            Rockwell Automation, Inc.
                      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


<TABLE>
<CAPTION>
 =============================== ================ ================== =================== ==============
                                      Amount       Proposed maximum    Proposed maximum     Amount of
       Title of Securities            to be         offering price        aggregate       registration
        to be registered          registered(1)      per share(2)     offering price(2)        fee
 ------------------------------- ---------------- ------------------ ------------------- --------------
<S>                              <C>              <C>                <C>                 <C>
 Common Stock, par value $1 per
 share (including the
 associated Preferred Share       500,000 shares        $19.99            $9,995,000         $919.54
 Purchase Rights)
 =============================== ================ ================== =================== ===============
</TABLE>

     (1) The shares of Common Stock set forth in the Calculation of Registration
Fee table which may be offered pursuant to this registration statement include,
pursuant to Rule 416 under the Securities Act of 1933, as amended, such
additional number of shares of the Registrant's common stock as may become
issuable as the result of any stock splits, stock dividends or similar events.
     (2) 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
December 6, 2002 of $19.99.

================================================================================




<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   Automation,   Inc.
               ("Rockwell Automation") for the year ended September 30, 2002.

          (b)  Current Report on Form 8-K of Rockwell  Automation dated December
               4, 2002.

          (c)  The description of Rockwell  Automation's Common Stock, par value
               $1 per share, and Rockwell Automation's  Preferred Share Purchase
               Rights,   which  is   incorporated   in   Rockwell   Automation'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 Automation's
               Proxy Statement-Prospectus dated October 29, 1996, constituting a
               part of Rockwell Automation's  Registration Statement on Form S-4
               (Registration No. 333-14969).

          All documents  subsequently filed by Rockwell  Automation  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  Automation  covered by this  registration
statement,  is Senior Vice President,  General Counsel and Secretary of Rockwell
Automation.


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, and also provides for
indemnification  of  directors,  officers,  employees  and  agents,  subject  to
limitations.

          The  last  paragraph  of  Article  Seventh  of  Rockwell  Automation's
Restated Certificate of Incorporation eliminates monetary liability of directors
to Rockwell  Automation  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  Automation  and
the appendix  thereto  entitled  Procedures for Submission and  Determination of
Claims for Indemnification Pursuant to Article



                                      II-1


<PAGE>


III, Section 13 of the By-Laws provide, in substance, for the indemnification of
directors,  officers,  employees and agents of Rockwell Automation to the extent
permitted by Delaware law.

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

          In addition,  Rockwell  Automation  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 Automation 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  Automation,
                 filed as Exhibit 3 to Rockwell Automation's Quarterly Report on
                 Form  10-Q for the  quarter  ended  March 31,  2002,  is hereby
                 incorporated by reference.

          4-b  --By-Laws  of  Rockwell  Automation,  filed as  Exhibit  3-b-2 to
                 Rockwell  Automation'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
                 Automation 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  Automation,  Inc.  2003  Directors  Stock
                 Plan.

          5    --Opinion of William J. Calise, Jr., Esq., Senior Vice President,
                 General Counsel and Secretary of Rockwell Automation, as to the
                 legality  of any newly  issued  Common  Stock  covered  by this
                 registration statement.

          23-a --Consent of Deloitte & Touche LLP, independent auditors.

          23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President,
                 General Counsel and Secretary of Rockwell Automation, contained
                 in  his  opinion  filed  as  Exhibit  5  to  this  registration
                 statement.

          23-c --Consent of Chadbourne & Parke LLP.

          24   --Powers of  Attorney  authorizing  certain  persons to sign this
                 registration  statement  on behalf  of  certain  directors  and
                 officers  of  Rockwell  Automation,  filed  as  Exhibit  24  to
                 Rockwell  Automation's  Annual Report on Form 10-K for the year
                 ended September 30, 2002, is hereby incorporated by reference.


Item 9.   Undertakings.

A. Rockwell Automation 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.
          Notwithstanding the foregoing, any increase or decrease in



                                      II-2


<PAGE>


          volume of securities  offered (if the total dollar value of securities
          offered would not exceed that which was  registered) and any deviation
          from the low or high end of the estimated  maximum  offering range may
          be  reflected  in the form of  prospectus  filed  with the  Commission
          pursuant  to Rule 424(b) if, in the  aggregate,  the changes in volume
          and price  represent  no more than 20  percent  change in the  maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee"  table in the  effective  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  Automation  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  Automation'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 Rockwell
Automation  pursuant  to  the  foregoing  provisions,  or  otherwise,   Rockwell
Automation  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  Automation  of
expenses  incurred  or paid by a  director,  officer  or  controlling  person of
Rockwell Automation 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 Automation 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-3


<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 11th day of
December, 2002.

                             ROCKWELL AUTOMATION, INC.

                             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 11th day of December,  2002 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)

    BETTY C. ALEWINE*                  Director

    J. MICHAEL COOK*                   Director

    WILLIAM H. GRAY, III*              Director

    WILLIAM T. MCCORMICK, JR.*         Director

    JOHN D. NICHOLS*                   Director

    BRUCE M. ROCKWELL*                 Director

    JOSEPH F. TOOT, JR.*               Director

    KENNETH F. YONTZ*                  Director

    MICHAEL A. BLESS*                  Senior Vice President and Chief Financial
                                       Officer (principal financial officer)

    DAVID M. DORGAN*                   Vice President and Controller (principal
                                       accounting officer)




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

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







                                      II-4


<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                                     Page
Number                                                                      ----
-------

4-a       Restated   Certificate  of  Incorporation  of  Rockwell
          Automation, filed as Exhibit 3 to Rockwell Automation's
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          March 31, 2002, is hereby incorporated by reference.

4-b       By-Laws of Rockwell Automation,  filed as Exhibit 3-b-2
          to Rockwell Automation'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   Automation   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  Automation,  Inc. 2003  Directors
          Stock Plan.

5         Opinion of William J. Calise,  Jr.,  Esq.,  Senior Vice
          President,  General  Counsel and  Secretary of Rockwell
          Automation,  as to the  legality  of any  newly  issued
          Common Stock covered by this registration statement.

23-a      Consent of Deloitte & Touche LLP, independent auditors.

23-b      Consent of William J. Calise,  Jr.,  Esq.,  Senior Vice
          President,  General  Counsel and  Secretary of Rockwell
          Automation, contained in his opinion filed as Exhibit 5
          to this registration statement.

23-c      Consent of Chadbourne & Parke LLP.

24        Powers of Attorney  authorizing certain persons to sign
          this  registration   statement  on  behalf  of  certain
          directors and officers of Rockwell Automation, filed as
          Exhibit 24 to Rockwell  Automation's  Annual  Report on
          Form  10-K for the year  ended  September  30,  2002 is
          hereby incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "rockautos8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19834}]
{"company-data": {"conformed-name": "ROCKWELL  AUTOMATION INC", "cik": "0001024478", "assigned-sic": "3829", "irs-number": "251797617", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101780", "film-number": "02854791"}, "business-address": {"street1": "777 EAST WISCONSIN AVENUE SUITE 1400", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "414-212-5299"}, "mail-address": {"street1": "777 EAST WISCONSIN AVENUE SUITE 1400", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}, "former-company": [{"former-conformed-name": "NEW ROCKWELL INTERNATIONAL CORP", "date-changed": "19961009"}, {"former-conformed-name": "ROCKWELL INTERNATIONAL CORP", "date-changed": "19970106"}]}
As filed with the Securities and Exchange Commission on December 11, 2002.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                            Rockwell Automation, Inc.
             (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 Automation, Inc.
                            2003 Directors Stock Plan
                            (Full title of the plan)

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

                          WILLIAM J. CALISE, JR., ESQ.
              Senior Vice President, General Counsel and Secretary
                            Rockwell Automation, Inc.
                      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
=============================== ================ ================== =================== ==============
                                      Amount       Proposed maximum    Proposed maximum     Amount of
       Title of Securities            to be         offering price        aggregate       registration
        to be registered          registered(1)      per share(2)     offering price(2)        fee
 ------------------------------- ---------------- ------------------ ------------------- --------------
Common Stock, par value $1 per
 share (including the
 associated Preferred Share       500,000 shares        $19.99            $9,995,000         $919.54
 Purchase Rights)
 =============================== ================ ================== =================== ===============
(1) The shares of Common Stock set forth in the Calculation of Registration
Fee table which may be offered pursuant to this registration statement include,
pursuant to Rule 416 under the Securities Act of 1933, as amended, such
additional number of shares of the Registrant's common stock as may become
issuable as the result of any stock splits, stock dividends or similar events.
     (2) 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
December 6, 2002 of $19.99.

================================================================================
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   Automation,   Inc.
               ("Rockwell Automation") for the year ended September 30, 2002.

          (b)  Current Report on Form 8-K of Rockwell  Automation dated December
               4, 2002.

          (c)  The description of Rockwell  Automation's Common Stock, par value
               $1 per share, and Rockwell Automation's  Preferred Share Purchase
               Rights,   which  is   incorporated   in   Rockwell   Automation'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 Automation's
               Proxy Statement-Prospectus dated October 29, 1996, constituting a
               part of Rockwell Automation's  Registration Statement on Form S-4
               (Registration No. 333-14969).

          All documents  subsequently filed by Rockwell  Automation  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  Automation  covered by this  registration
statement,  is Senior Vice President,  General Counsel and Secretary of Rockwell
Automation.

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, and also provides for
indemnification  of  directors,  officers,  employees  and  agents,  subject  to
limitations.

          The  last  paragraph  of  Article  Seventh  of  Rockwell  Automation's
Restated Certificate of Incorporation eliminates monetary liability of directors
to Rockwell  Automation  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  Automation  and
the appendix  thereto  entitled  Procedures for Submission and  Determination of
Claims for Indemnification Pursuant to Article

                                      II-1
III, Section 13 of the By-Laws provide, in substance, for the indemnification of
directors,  officers,  employees and agents of Rockwell Automation to the extent
permitted by Delaware law.

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

          In addition,  Rockwell  Automation  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 Automation 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  Automation,
                 filed as Exhibit 3 to Rockwell Automation's Quarterly Report on
                 Form  10-Q for the  quarter  ended  March 31,  2002,  is hereby
                 incorporated by reference.

          4-b  --By-Laws  of  Rockwell  Automation,  filed as  Exhibit  3-b-2 to
                 Rockwell  Automation'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
                 Automation 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  Automation,  Inc.  2003  Directors  Stock
                 Plan.

          5    --Opinion of William J. Calise, Jr., Esq., Senior Vice President,
                 General Counsel and Secretary of Rockwell Automation, as to the
                 legality  of any newly  issued  Common  Stock  covered  by this
                 registration statement.

          23-a --Consent of Deloitte & Touche LLP, independent auditors.

          23-b --Consent of William J. Calise, Jr., Esq., Senior Vice President,
                 General Counsel and Secretary of Rockwell Automation, contained
                 in  his  opinion  filed  as  Exhibit  5  to  this  registration
                 statement.

          23-c --Consent of Chadbourne & Parke LLP.

          24   --Powers of  Attorney  authorizing  certain  persons to sign this
                 registration  statement  on behalf  of  certain  directors  and
                 officers  of  Rockwell  Automation,  filed  as  Exhibit  24  to
                 Rockwell  Automation's  Annual Report on Form 10-K for the year
                 ended September 30, 2002, is hereby incorporated by reference.

Item 9.   Undertakings.

A. Rockwell Automation 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.
          Notwithstanding the foregoing, any increase or decrease in

                                      II-2
volume of securities  offered (if the total dollar value of securities
          offered would not exceed that which was  registered) and any deviation
          from the low or high end of the estimated  maximum  offering range may
          be  reflected  in the form of  prospectus  filed  with the  Commission
          pursuant  to Rule 424(b) if, in the  aggregate,  the changes in volume
          and price  represent  no more than 20  percent  change in the  maximum
          aggregate offering price set forth in the "Calculation of Registration
          Fee"  table in the  effective  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  Automation  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  Automation'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 Rockwell
Automation  pursuant  to  the  foregoing  provisions,  or  otherwise,   Rockwell
Automation  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  Automation  of
expenses  incurred  or paid by a  director,  officer  or  controlling  person of
Rockwell Automation 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 Automation 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-3
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 11th day of
December, 2002.

                             ROCKWELL AUTOMATION, INC.

                             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 11th day of December,  2002 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)

    BETTY C. ALEWINE*                  Director

    J. MICHAEL COOK*                   Director

    WILLIAM H. GRAY, III*              Director

    WILLIAM T. MCCORMICK, JR.*         Director

    JOHN D. NICHOLS*                   Director

    BRUCE M. ROCKWELL*                 Director

    JOSEPH F. TOOT, JR.*               Director

    KENNETH F. YONTZ*                  Director

    MICHAEL A. BLESS*                  Senior Vice President and Chief Financial
                                       Officer (principal financial officer)

    DAVID M. DORGAN*                   Vice President and Controller (principal
                                       accounting officer)

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

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

                                      II-4
EXHIBIT INDEX

Exhibit                                                                     Page
Number                                                                      ----
-------

4-a       Restated   Certificate  of  Incorporation  of  Rockwell
          Automation, filed as Exhibit 3 to Rockwell Automation's
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          March 31, 2002, is hereby incorporated by reference.

4-b       By-Laws of Rockwell Automation,  filed as Exhibit 3-b-2
          to Rockwell Automation'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   Automation   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  Automation,  Inc. 2003  Directors
          Stock Plan.

5         Opinion of William J. Calise,  Jr.,  Esq.,  Senior Vice
          President,  General  Counsel and  Secretary of Rockwell
          Automation,  as to the  legality  of any  newly  issued
          Common Stock covered by this registration statement.

23-a      Consent of Deloitte & Touche LLP, independent auditors.

23-b      Consent of William J. Calise,  Jr.,  Esq.,  Senior Vice
          President,  General  Counsel and  Secretary of Rockwell
          Automation, contained in his opinion filed as Exhibit 5
          to this registration statement.

23-c      Consent of Chadbourne & Parke LLP.

24        Powers of Attorney  authorizing certain persons to sign
          this  registration   statement  on  behalf  of  certain
          directors and officers of Rockwell Automation, filed as
          Exhibit 24 to Rockwell  Automation's  Annual  Report on
          Form  10-K for the year  ended  September  30,  2002 is
          hereby incorporated by reference.