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
                         2000 Long-Term Incentives Plan
                            (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

<TABLE>
<CAPTION>
<S>                            <C>               <C>                   <C>                   <C>

                                                      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          16,000,000            $40.50             $648,000,000            $171,072
 Purchase Rights)                      shares
 ================================ ================= ===================== ===================== =====================
</TABLE>
(1) The shares of Common Stock set forth in the Calculation of Registration  Fee
table and which may be offered pursuant to this registration  statement include,
pursuant  to Rule  416  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"), such additional number of shares of the Registrant's  common
stock as may become issuable as a 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,  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 May 30, 2000 of $40.50.

         Pursuant to Rule 429 of the  General  Rules and  Regulations  under the
Securities Act, the prospectus that is part of this registration  statement will
be used in connection  with the offer and sale of Common Stock of the Registrant
previously registered under the Registrant's  Registration Statement on Form S-8
(Registration No. 333-17055).


<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, 1999.

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

         (c)    Quarterly Report on Form 10-Q of Rockwell for the quarter ended
                March 31, 2000.

         (d)    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  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 shares of Common Stock of Rockwell covered by this registration
statement, is Senior Vice President, General Counsel and Secretary of Rockwell.


                                      II-1

<PAGE>
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, 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, are 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-1   --  Copy of the  Rockwell  International  Corporation  2000
                     Long-Term Incentives Plan effective as of December 1, 1999,
                     included as Exhibit A to Rockwell's Proxy Statement for its
                     2000 Annual Meeting of Shareowners,  is hereby incorporated
                     by reference.

         4-d-2  --   Forms of Stock Option Agreement under Rockwell's 2000
                     Long-Term Incentives Plan.


                                      II-2

<PAGE>
         4-d-3  --   Form of Restricted Stock Agreement under Rockwell's 2000
                     Long-Term Incentives Plan.

         5      --   Opinion of William J. Calise, Jr., Esq., Senior Vice
                     President, General Counsel and Secretary of Rockwell, as
                     to the legality of any newly issued shares of Common Stock
                     of Rockwell 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,
                     contained in his opinion filed as Exhibit 5 to this
                     registration statement.

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

         24-a   --   Power of Attorney  authorizing  certain  persons to sign
                     this registration  statement on behalf of certain directors
                     and officers of Rockwell, filed as Exhibit 24 to Rockwell's
                     Annual Report on Form 10-K for the year ended September 30,
                     1999, is hereby incorporated by reference.

         24-b   --   Power of Attorney  authorizing  certain  persons to sign
                     this registration  statement on behalf of Betty C. Alewine,
                     a director 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 that is  incorporated  by
         reference in this  registration  statement  shall be deemed to be a


                                      II-3


         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 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 2nd day of
June, 2000.

                               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 2nd day of June, 2000 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

         GEORGE L. ARGYROS*                  Director

         DONALD R. BEALL*                    Director

         WILLIAM H. GRAY, III*               Director

         WILLIAM T. MCCORMICK, JR.*          Director

         JOHN D. NICHOLS*                    Director

         BRUCE M. ROCKWELL*                  Director

         ROBERT B. SHAPIRO*                  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 powers of attorney filed herewith.


<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>           <C>                                                                           <C>

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

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, are 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-1            Copy of the Rockwell  International  Corporation 2000 Long-Term
                 Incentives  Plan effective as of December 1, 1999,  included as
                 Exhibit A to  Rockwell's  Proxy  Statement  for its 2000 Annual
                 Meeting of Shareowners, is hereby incorporated by reference.

4-d-2            Forms of Stock Option Agreement under Rockwell's 2000 Long-Term Incentives
                 Plan.

4-d-3            Form of Restricted Stock Agreement under Rockwell's 2000 Long-Term
                 Incentives Plan.

5                Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                 Counsel and Secretary of Rockwell, as to the legality of any newly issued
                 shares of Common Stock of Rockwell 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,  contained in his opinion
                 filed as Exhibit 5 to this registration statement.

23-c             Consent of Chadbourne & Parke LLP.

24-a             Power of  Attorney  authorizing  certain  persons  to sign this
                 registration  statement  on behalf  of  certain  directors  and
                 officers of Rockwell,  filed as Exhibit 24 to Rockwell's Annual
                 Report on Form 10-K for the year ended  September  30, 1999, is
                 hereby incorporated by reference.

24-b             Power of  Attorney  authorizing  certain  persons  to sign this
                 registration  statement  on  behalf  of  Betty  C.  Alewine,  a
                 director of Rockwell.


</TABLE>
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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
                         2000 Long-Term Incentives Plan
                            (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

 ================================ ================= ===================== ===================== =====================
                                       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          16,000,000            $40.50             $648,000,000            $171,072
 Purchase Rights)                      shares
 ================================ ================= ===================== ===================== =====================
(1) The shares of Common Stock set forth in the Calculation of Registration  Fee
table and which may be offered pursuant to this registration  statement include,
pursuant  to Rule  416  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"), such additional number of shares of the Registrant's  common
stock as may become issuable as a 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,  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 May 30, 2000 of $40.50.

         Pursuant to Rule 429 of the  General  Rules and  Regulations  under the
Securities Act, the prospectus that is part of this registration  statement will
be used in connection  with the offer and sale of Common Stock of the Registrant
previously registered under the Registrant's  Registration Statement on Form S-8
(Registration No. 333-17055).
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, 1999.

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

         (c)    Quarterly Report on Form 10-Q of Rockwell for the quarter ended
                March 31, 2000.

         (d)    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  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 shares of Common Stock of Rockwell covered by this registration
statement, is Senior Vice President, General Counsel and Secretary of Rockwell.

                                      II-1
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, 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, are 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-1   --  Copy of the  Rockwell  International  Corporation  2000
                     Long-Term Incentives Plan effective as of December 1, 1999,
                     included as Exhibit A to Rockwell's Proxy Statement for its
                     2000 Annual Meeting of Shareowners,  is hereby incorporated
                     by reference.

         4-d-2  --   Forms of Stock Option Agreement under Rockwell's 2000
                     Long-Term Incentives Plan.

                                      II-2
4-d-3  --   Form of Restricted Stock Agreement under Rockwell's 2000
                     Long-Term Incentives Plan.

         5      --   Opinion of William J. Calise, Jr., Esq., Senior Vice
                     President, General Counsel and Secretary of Rockwell, as
                     to the legality of any newly issued shares of Common Stock
                     of Rockwell 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,
                     contained in his opinion filed as Exhibit 5 to this
                     registration statement.

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

         24-a   --   Power of Attorney  authorizing  certain  persons to sign
                     this registration  statement on behalf of certain directors
                     and officers of Rockwell, filed as Exhibit 24 to Rockwell's
                     Annual Report on Form 10-K for the year ended September 30,
                     1999, is hereby incorporated by reference.

         24-b   --   Power of Attorney  authorizing  certain  persons to sign
                     this registration  statement on behalf of Betty C. Alewine,
                     a director 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 that is  incorporated  by
         reference in this  registration  statement  shall be deemed to be a

                                      II-3

         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 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 2nd day of
June, 2000.

                               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 2nd day of June, 2000 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

         GEORGE L. ARGYROS*                  Director

         DONALD R. BEALL*                    Director

         WILLIAM H. GRAY, III*               Director

         WILLIAM T. MCCORMICK, JR.*          Director

         JOHN D. NICHOLS*                    Director

         BRUCE M. ROCKWELL*                  Director

         ROBERT B. SHAPIRO*                  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 powers of attorney filed herewith.
EXHIBIT INDEX
Exhibit
Number                                                                                        Page
-------                                                                                       ------

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, are 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-1            Copy of the Rockwell  International  Corporation 2000 Long-Term
                 Incentives  Plan effective as of December 1, 1999,  included as
                 Exhibit A to  Rockwell's  Proxy  Statement  for its 2000 Annual
                 Meeting of Shareowners, is hereby incorporated by reference.

4-d-2            Forms of Stock Option Agreement under Rockwell's 2000 Long-Term Incentives
                 Plan.

4-d-3            Form of Restricted Stock Agreement under Rockwell's 2000 Long-Term
                 Incentives Plan.

5                Opinion of William J. Calise, Jr., Esq., Senior Vice President, General
                 Counsel and Secretary of Rockwell, as to the legality of any newly issued
                 shares of Common Stock of Rockwell 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,  contained in his opinion
                 filed as Exhibit 5 to this registration statement.

23-c             Consent of Chadbourne & Parke LLP.

24-a             Power of  Attorney  authorizing  certain  persons  to sign this
                 registration  statement  on behalf  of  certain  directors  and
                 officers of Rockwell,  filed as Exhibit 24 to Rockwell's Annual
                 Report on Form 10-K for the year ended  September  30, 1999, is
                 hereby incorporated by reference.

24-b             Power of  Attorney  authorizing  certain  persons  to sign this
                 registration  statement  on  behalf  of  Betty  C.  Alewine,  a
                 director of Rockwell.