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)


           Directors Stock Plan of Rockwell International Corporation
                            (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>

                         CALCULATION OF REGISTRATION FEE
<S>                               <C>               <C>                   <C>                   <C>
================================= ================= ===================== ===================== =====================
                                       Amount         Proposed maximum      Proposed maximum         Amount of
       Title of Securities             to be           offering price          aggregate            registration
        to be registered             registered         per share(1)       offering price(1)            fee
--------------------------------- ----------------- --------------------- --------------------- ---------------------
 Common Stock, par value $1 per
 share (including the
 associated Preferred Share        272,255 shares         $47.2813            $12,872,570              $3,399
 Purchase Rights)
 ================================ ================= ===================== ===================== =====================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
December 16, 1999 of $47.2813.

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



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


Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors to a corporation or its
shareholders for breach of their fiduciary duty of care, 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




                                      II-1
<PAGE>

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

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

         In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.


Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.


Item 8.  Exhibits.

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

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

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

         4-d-1       -- Copy of the Directors Stock Plan of Rockwell
                     International Corporation, as amended (the "Directors Stock
                     Plan"), filed as Exhibit 10-c-1 to Rockwell's Annual Report
                     on Form 10-K for the year ended September 30, 1999, is
                     hereby incorporated by reference.

         4-d-2       -- Form of Stock Option Agreement under the Directors Stock
                     Plan, filed as Exhibit 10-d to Rockwell's Quarterly Report
                     on Form 10-Q for the quarter ended March 31, 1996 (File No.
                     1-1035), is hereby incorporated by reference.

         4-d-3       -- Form of Restricted Stock Agreement under the Directors
                     Stock Plan, filed as Exhibit 10-f to Rockwell's Quarterly
                     Report on Form 10-Q for the quarter ended December 31,
                     1996, is hereby incorporated by reference.

         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 Common Stock covered by
                     this registration statement.

         23-a        -- Consent of Deloitte & Touche LLP, independent auditors,
                     set forth on page II-5 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-5 of this registration statement.




                                      II-2
<PAGE>


         24          -- Powers 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.


Item 9.  Undertakings.

A.  Rockwell hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
         (i) to include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933; (ii) to reflect in the prospectus any facts or
         events arising after the effective date of this registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this registration statement; and (iii) to
         include any material information with respect to the plan of
         distribution not previously disclosed in this registration statement or
         any material change to such information in this registration statement;
         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by Rockwell pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this registration
         statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of Rockwell's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
         filing of the Plan's annual report pursuant to Section 15(d) of the
         Exchange Act) that is incorporated by reference in this registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Rockwell of expenses incurred or paid by a director, officer or
controlling person of Rockwell in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities 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-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 23rd day of
December, 1999.

                                        ROCKWELL INTERNATIONAL CORPORATION

                                        By  /s/ William J. Calise, Jr.
                                          -------------------------------------
                                          (William J. Calise, Jr., Senior Vice
                                           President, General Counsel and
                                           Secretary)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 23rd day of December, 1999 by the
following persons in the capacities indicated:

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

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

      GEORGE L. ARGYROS*                    Director

      DONALD R. BEALL*                      Director

      WILLIAM H. GRAY, III*                 Director

      JAMES CLAYBURN LA FORCE, JR.*         Director

      WILLIAM T. MCCORMICK, JR.*            Director

      JOHN D. NICHOLS*                      Director

      BRUCE M. ROCKWELL*                    Director

      ROBERT B. SHAPIRO*                    Director

      WILLIAM S. SNEATH*                    Director

      JOSEPH F. TOOT, JR.*                  Director

      W. MICHAEL BARNES*                    Senior Vice President,
                                            Finance & Planning and
                                            Chief Financial Officer
                                            (principal financial officer)

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




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

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




                                      II-4
<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
December  21, 1999

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


                               CONSENT OF COUNSEL


         We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of the Directors Stock Plan of Rockwell
International Corporation.




                                                  CHADBOURNE & PARKE LLP



30 Rockefeller Plaza
New York, New York 10112
December 23, 1999





                                      II-5
<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-1  Copy of the Directors Stock Plan of Rockwell International
       Corporation, as amended (the "Directors Stock Plan"), filed as
       Exhibit 10-c-1 to Rockwell's Annual Report on Form 10-K for the
       year ended September 30, 1999, is hereby incorporated by
       reference.

4-d-2  Form of Stock Option Agreement under the Directors Stock Plan,
       filed as Exhibit 10-d to Rockwell's Quarterly Report on Form
       10-Q for the quarter ended March 31, 1996 (File No. 1-1035), is
       hereby incorporated by reference.

4-d-3  Form of Restricted Stock Agreement under the Directors Stock
       Plan, filed as Exhibit 10-f to Rockwell's Quarterly Report on
       Form 10-Q for the quarter ended December 31, 1996, is hereby
       incorporated by reference.

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 Common Stock covered by this registration
       statement.

23-a   Consent of Deloitte & Touche LLP, independent auditors, set
       forth on page II-5 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-5 of
       this registration statement.

24     Powers 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.
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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)

           Directors Stock Plan of Rockwell International Corporation
                            (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         per share(1)       offering price(1)            fee
--------------------------------- ----------------- --------------------- --------------------- ---------------------
 Common Stock, par value $1 per
 share (including the
 associated Preferred Share        272,255 shares         $47.2813            $12,872,570              $3,399
 Purchase Rights)
 ================================ ================= ===================== ===================== =====================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the average of the high and low per share market
price of the Common Stock for New York Stock Exchange Composite Transactions on
December 16, 1999 of $47.2813.

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

Item 6.  Indemnification of Directors and Officers.

         The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors to a corporation or its
shareholders for breach of their fiduciary duty of care, 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

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

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

         In addition, Rockwell and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which Rockwell
or such persons may be required to make in respect thereof.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

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

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

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

         4-d-1       -- Copy of the Directors Stock Plan of Rockwell
                     International Corporation, as amended (the "Directors Stock
                     Plan"), filed as Exhibit 10-c-1 to Rockwell's Annual Report
                     on Form 10-K for the year ended September 30, 1999, is
                     hereby incorporated by reference.

         4-d-2       -- Form of Stock Option Agreement under the Directors Stock
                     Plan, filed as Exhibit 10-d to Rockwell's Quarterly Report
                     on Form 10-Q for the quarter ended March 31, 1996 (File No.
                     1-1035), is hereby incorporated by reference.

         4-d-3       -- Form of Restricted Stock Agreement under the Directors
                     Stock Plan, filed as Exhibit 10-f to Rockwell's Quarterly
                     Report on Form 10-Q for the quarter ended December 31,
                     1996, is hereby incorporated by reference.

         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 Common Stock covered by
                     this registration statement.

         23-a        -- Consent of Deloitte & Touche LLP, independent auditors,
                     set forth on page II-5 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-5 of this registration statement.

                                      II-2
24          -- Powers 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.

Item 9.  Undertakings.

A.  Rockwell hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
         (i) to include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933; (ii) to reflect in the prospectus any facts or
         events arising after the effective date of this registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in the
         information set forth in this registration statement; and (iii) to
         include any material information with respect to the plan of
         distribution not previously disclosed in this registration statement or
         any material change to such information in this registration statement;
         provided, however, that clauses (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those clauses is contained in periodic reports filed with or furnished
         to the Commission by Rockwell pursuant to Section 13 or 15(d) of the
         Exchange Act that are incorporated by reference in this registration
         statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (4) That, for purposes of determining any liability under the
         Securities Act, each filing of Rockwell's annual report pursuant to
         Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
         filing of the Plan's annual report pursuant to Section 15(d) of the
         Exchange Act) that is incorporated by reference in this registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Rockwell
pursuant to the foregoing provisions, or otherwise, Rockwell has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Rockwell of expenses incurred or paid by a director, officer or
controlling person of Rockwell in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities 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-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 23rd day of
December, 1999.

                                        ROCKWELL INTERNATIONAL CORPORATION

                                        By  /s/ William J. Calise, Jr.
                                          -------------------------------------
                                          (William J. Calise, Jr., Senior Vice
                                           President, General Counsel and
                                           Secretary)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 23rd day of December, 1999 by the
following persons in the capacities indicated:

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

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

      GEORGE L. ARGYROS*                    Director

      DONALD R. BEALL*                      Director

      WILLIAM H. GRAY, III*                 Director

      JAMES CLAYBURN LA FORCE, JR.*         Director

      WILLIAM T. MCCORMICK, JR.*            Director

      JOHN D. NICHOLS*                      Director

      BRUCE M. ROCKWELL*                    Director

      ROBERT B. SHAPIRO*                    Director

      WILLIAM S. SNEATH*                    Director

      JOSEPH F. TOOT, JR.*                  Director

      W. MICHAEL BARNES*                    Senior Vice President,
                                            Finance & Planning and
                                            Chief Financial Officer
                                            (principal financial officer)

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

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

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

                                      II-4
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
December  21, 1999

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

                               CONSENT OF COUNSEL

         We hereby consent to the reference to this firm and to the inclusion of
the summary of our opinion under the caption "Tax Consequences" in the
Prospectus related to this Registration Statement on Form S-8 filed by Rockwell
International Corporation in respect of the Directors Stock Plan of Rockwell
International Corporation.

                                                  CHADBOURNE & PARKE LLP

30 Rockefeller Plaza
New York, New York 10112
December 23, 1999

                                      II-5
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-1  Copy of the Directors Stock Plan of Rockwell International
       Corporation, as amended (the "Directors Stock Plan"), filed as
       Exhibit 10-c-1 to Rockwell's Annual Report on Form 10-K for the
       year ended September 30, 1999, is hereby incorporated by
       reference.

4-d-2  Form of Stock Option Agreement under the Directors Stock Plan,
       filed as Exhibit 10-d to Rockwell's Quarterly Report on Form
       10-Q for the quarter ended March 31, 1996 (File No. 1-1035), is
       hereby incorporated by reference.

4-d-3  Form of Restricted Stock Agreement under the Directors Stock
       Plan, filed as Exhibit 10-f to Rockwell's Quarterly Report on
       Form 10-Q for the quarter ended December 31, 1996, is hereby
       incorporated by reference.

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 Common Stock covered by this registration
       statement.

23-a   Consent of Deloitte & Touche LLP, independent auditors, set
       forth on page II-5 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-5 of
       this registration statement.

24     Powers 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.