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 Deferred Compensation 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
<TABLE>
<CAPTION>

---------------------- -------------- ----------------  --------------------- ---------------------
                           Amount      Proposed maximum  Proposed maximum         Amount of
 Title of Securities      to be         offering price     aggregate             registration
 to be registered (1)  registered       per Obligation   offering price(2)            fee
====================== =============== ================ ===================== =====================
<S>                    <C>             <C>              <C>                   <C>

  Deferred Compensation   $25,000,000       100%              $25,000,000              $6,600
  Obligations
====================== =============== ================ ===================== =====================
</TABLE>
     (1) The Deferred Compensation Obligations are unsecured obligations of
Rockwell to pay deferred compensation in the future in accordance with the terms
of the Rockwell International Corporation Deferred Compensation Plan. See
"Description of Securities" herein.
     (2) Estimated solely for the purpose of calculating the registration fee.






<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) 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.

         Pursuant to the terms of the Rockwell International Corporation
Deferred Compensation Plan, as amended and restated (the "Plan"), eligible
executives (each a "Participant") of Rockwell (or one of its participating
affiliates) may elect to defer up to 50% of their base annual salary and up to
100% of their annual incentive compensation under the Rockwell International
Corporation Incentive Compensation Plan. The obligations of Rockwell to pay the
amount of base annual salary and annual incentive compensation deferred pursuant
to such elections are referred to herein as "Deferred Compensation Obligations".
The Deferred Compensation Obligations of Rockwell will be unsecured general
obligations of Rockwell to pay the deferred compensation in the future in
accordance with the terms of the Plan and will rank equally with other unsecured
and unsubordinated indebtedness of Rockwell from time to time outstanding.

         The amount of base salary and incentive compensation payments deferred
by a Participant (the "Participant Deferral") will be credited with earnings and
investment gains and losses by assuming that the Participant Deferral was
invested in one or more investment alternatives (the "Measurement Funds")
selected by the Participant in accordance with the terms of the Plan.
Measurement Funds currently consist of mutual funds. Participant Deferrals will
not, however, be invested in the Measurement Funds available under the Plan.
Participant Deferrals will be denominated and paid in United States dollars.





                                      II-1


<PAGE>


         A grantor trust (the "Trust") will be established pursuant to the
Rockwell International Corporation Deferred Compensation Plan Trust which is
designed to secure the payment of Participant Deferrals to the extent possible
under applicable tax rules. Upon a Change of Control, the Trust will become
irrevocable until all benefits due to Participants or their beneficiaries have
been paid in full and Rockwell will cause the Trust to be irrevocably funded
with amounts sufficient to satisfy its obligations under the Plan the extent not
previously funded. No Participant shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the Trust. All
such assets are subject to the claims of Rockwell's creditors.

         Rockwell reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall adversely affect the right of
a Participant to the balance of his or her Participant Deferrals as of the date
of such amendment or termination.

         Generally, a Participant's right or the right of any other person to
receive payment of Deferred Compensation Obligations cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered.

         The Deferred Compensation Obligations are not convertible into another
security of Rockwell. The Deferred Compensation Obligations will not have the
benefit of a negative pledge or any other affirmative or negative covenant on
the part of Rockwell.


Item 5.  Interests of Named Experts and Counsel.

         William J. Calise, Jr., Esq., who has passed upon the legality of the
Defined Compensation Obligations 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, 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 of 1933, as amended (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.





                                      II-2


<PAGE>


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 Deferred
                     Compensation Plan, amended and restated effective as of
                     June 1, 2000.

         4-e      -- Form of Rockwell International Corporation Deferred
                     Compensation Plan Trust.

         5        -- Opinion of William J. Calise, Jr., Esq., Senior Vice
                     President, General Counsel and Secretary of Rockwell, as to
                     the legality of the Deferred Compensation Obligations
                     covered by this registration statement.

         23-a     -- Consent of Deloitte & Touche LLP, independent auditors, set
                     forth on page II-6 of this registration statement.

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

         23-c     -- Consent of Chadbourne & Parke LLP, set forth on page II-6
                     of this registration statement.

         24       -- Power of Attorney authorizing certain persons to sign this
                     registration statement 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; (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






                                      II-3


<PAGE>


         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 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 14th day of
April, 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 14th day of April, 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 power of attorney filed herewith.





                                      II-5


<PAGE>


                          INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 of our report dated
November 3, 1999, appearing in the Annual Report on Form 10-K of Rockwell
International Corporation for the year ended September 30, 1999 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
April 12th, 2000

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

                               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
Deferred Compensation Plan.


                                                          CHADBOURNE & PARKE LLP

30 Rockefeller Plaza
New York, New York 10112
April 14th, 2000





                                      II-6


<PAGE>


                                  EXHIBIT INDEX


Exhibit                                                                   Page
Number
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 Deferred
         Compensation Plan, amended and restated as of June 1, 2000.

4-e      Form of Rockwell International Corporation Deferred Compensation
         Plan Trust.

5        Opinion of William J. Calise, Jr., Esq., Senior Vice President,
         General Counsel and Secretary of Rockwell, as to the legality of
         the Deferred Compensation Obligations covered by this
         registration statement.

23-a     Consent of Deloitte & Touche LLP, independent auditors, set
         forth on page II-6 of this registration statement.

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

23-c     Consent of Chadbourne & Parke LLP, set forth on page II-6 of
         this registration statement.

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


<PAGE>
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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 Deferred Compensation 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 (1)  registered       per Obligation   offering price(2)            fee
====================== =============== ================ ===================== =====================
Deferred Compensation   $25,000,000       100%              $25,000,000              $6,600
  Obligations
====================== =============== ================ ===================== =====================
(1) The Deferred Compensation Obligations are unsecured obligations of
Rockwell to pay deferred compensation in the future in accordance with the terms
of the Rockwell International Corporation Deferred Compensation Plan. See
"Description of Securities" herein.
     (2) Estimated solely for the purpose of calculating the registration fee.
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) 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.

         Pursuant to the terms of the Rockwell International Corporation
Deferred Compensation Plan, as amended and restated (the "Plan"), eligible
executives (each a "Participant") of Rockwell (or one of its participating
affiliates) may elect to defer up to 50% of their base annual salary and up to
100% of their annual incentive compensation under the Rockwell International
Corporation Incentive Compensation Plan. The obligations of Rockwell to pay the
amount of base annual salary and annual incentive compensation deferred pursuant
to such elections are referred to herein as "Deferred Compensation Obligations".
The Deferred Compensation Obligations of Rockwell will be unsecured general
obligations of Rockwell to pay the deferred compensation in the future in
accordance with the terms of the Plan and will rank equally with other unsecured
and unsubordinated indebtedness of Rockwell from time to time outstanding.

         The amount of base salary and incentive compensation payments deferred
by a Participant (the "Participant Deferral") will be credited with earnings and
investment gains and losses by assuming that the Participant Deferral was
invested in one or more investment alternatives (the "Measurement Funds")
selected by the Participant in accordance with the terms of the Plan.
Measurement Funds currently consist of mutual funds. Participant Deferrals will
not, however, be invested in the Measurement Funds available under the Plan.
Participant Deferrals will be denominated and paid in United States dollars.

                                      II-1
A grantor trust (the "Trust") will be established pursuant to the
Rockwell International Corporation Deferred Compensation Plan Trust which is
designed to secure the payment of Participant Deferrals to the extent possible
under applicable tax rules. Upon a Change of Control, the Trust will become
irrevocable until all benefits due to Participants or their beneficiaries have
been paid in full and Rockwell will cause the Trust to be irrevocably funded
with amounts sufficient to satisfy its obligations under the Plan the extent not
previously funded. No Participant shall have any preferred claim to, or any
beneficial ownership interest in, any assets which are subject to the Trust. All
such assets are subject to the claims of Rockwell's creditors.

         Rockwell reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall adversely affect the right of
a Participant to the balance of his or her Participant Deferrals as of the date
of such amendment or termination.

         Generally, a Participant's right or the right of any other person to
receive payment of Deferred Compensation Obligations cannot be assigned,
alienated, sold, garnished, transferred, pledged or encumbered.

         The Deferred Compensation Obligations are not convertible into another
security of Rockwell. The Deferred Compensation Obligations will not have the
benefit of a negative pledge or any other affirmative or negative covenant on
the part of Rockwell.

Item 5.  Interests of Named Experts and Counsel.

         William J. Calise, Jr., Esq., who has passed upon the legality of the
Defined Compensation Obligations 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, 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 of 1933, as amended (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.

                                      II-2
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 Deferred
                     Compensation Plan, amended and restated effective as of
                     June 1, 2000.

         4-e      -- Form of Rockwell International Corporation Deferred
                     Compensation Plan Trust.

         5        -- Opinion of William J. Calise, Jr., Esq., Senior Vice
                     President, General Counsel and Secretary of Rockwell, as to
                     the legality of the Deferred Compensation Obligations
                     covered by this registration statement.

         23-a     -- Consent of Deloitte & Touche LLP, independent auditors, set
                     forth on page II-6 of this registration statement.

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

         23-c     -- Consent of Chadbourne & Parke LLP, set forth on page II-6
                     of this registration statement.

         24       -- Power of Attorney authorizing certain persons to sign this
                     registration statement 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; (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

                                      II-3
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 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 14th day of
April, 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 14th day of April, 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 power of attorney filed herewith.

                                      II-5
INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Registration
Statement of Rockwell International Corporation on Form S-8 of our report dated
November 3, 1999, appearing in the Annual Report on Form 10-K of Rockwell
International Corporation for the year ended September 30, 1999 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
April 12th, 2000

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

                               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
Deferred Compensation Plan.

                                                          CHADBOURNE & PARKE LLP

30 Rockefeller Plaza
New York, New York 10112
April 14th, 2000

                                      II-6
EXHIBIT INDEX

Exhibit                                                                   Page
Number
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 Deferred
         Compensation Plan, amended and restated as of June 1, 2000.

4-e      Form of Rockwell International Corporation Deferred Compensation
         Plan Trust.

5        Opinion of William J. Calise, Jr., Esq., Senior Vice President,
         General Counsel and Secretary of Rockwell, as to the legality of
         the Deferred Compensation Obligations covered by this
         registration statement.

23-a     Consent of Deloitte & Touche LLP, independent auditors, set
         forth on page II-6 of this registration statement.

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

23-c     Consent of Chadbourne & Parke LLP, set forth on page II-6 of
         this registration statement.

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