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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           New Rockwell Collins, Inc.
                     (to be renamed Rockwell Collins, Inc.)
             (Exact name of registrant as specified in its charter)

         Delaware                                           52-2314475
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

     400 Collins Road NE
     Cedar Rapids, Iowa                                       52498
(Address of Principal Executive Offices)                    (Zip Code)

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

         Rockwell Collins Retirement Savings Plan For Salaried Employees
          Rockwell Collins Retirement Savings Plan For Hourly Employees
     Rockwell Collins Retirement Savings Plan For Bargaining Unit Employees
                           (Full titles of the plans)

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

                                CLAYTON M. JONES
                      President and Chief Executive Officer
                           New Rockwell Collins, Inc.
                               400 Collins Road NE
                            Cedar Rapids, Iowa 52498
                     (Name and address of agent for service)

                                 (319) 295-1000
          (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
 =================================== =================== ========================== ======================== =======================
                                           Amount            Proposed maximum          Proposed maximum             Amount of
        Title of securities                to be              offering price               aggregate              registration
          to be registered             registered(1)           per share(2)            offering price(2)               fee
 ----------------------------------- ------------------- -------------------------- ------------------------ -----------------------
<S>                                  <C>                 <C>                        <C>                      <C>
 Common Stock, par value $.01 per
 share (including the associated
 Preferred Share Purchase Rights)        3,000,000               $7.57377                 $22,721,310                $5,681
                                         shares(3)
 =================================== =================== ========================== ======================== =======================
</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 be offered or issued as a result of any stock splits, stock
dividends or similar transactions. In addition, pursuant to Rule 416(c) under
the Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans
described herein.
     (2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on (a) the book value as
of March 31, 2001 of the net assets held or to be received by the Registrant in
the initial transaction in which the Registrant's securities registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to the Registrant's registration statement on Form 10, as amended (File No.
001-16445), will be issued, divided by (b) the number of shares of Common Stock
estimated to be outstanding after such initial issuance.
     (3) Of the total amount to be registered, 2,000,000 shares are reserved for
issuance under the Rockwell Collins Retirement Savings Plan for Salaried
Employees, 500,000 shares are reserved for issuance under the Rockwell Collins
Retirement Savings Plan for Hourly Employees and 500,000 shares are reserved for
issuance under the Rockwell Collins Retirement Savings Plan for Bargaining Unit
Employees.

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



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following document, which has been filed with the Securities and
Exchange Commission (the "Commission"), is incorporated herein by reference and
made a part hereof:

         Registration Statement on Form 10, as amended, filed pursuant to
         Section 12(b) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), by New Rockwell Collins, Inc. (to be renamed Rockwell
         Collins, Inc.) (the "Company") in File No. 001-16445 (the "Form 10").
         The description of the Company's Common Stock is contained in Item 11
         of the Form 10.

         All documents subsequently filed by the Company and the Rockwell
Collins Retirement Savings Plan for Salaried Employees, the Rockwell Collins
Retirement Savings Plan for Hourly Employees and the Rockwell Collins Retirement
Savings Plan for Bargaining Unit Employees (collectively, the "Plans") pursuant
to Sections 13(a), 13(c), 14 and 15(d) of 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.

This Item is not applicable.




                                      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 for breach of their
fiduciary duty of care, subject to limitations. The Company's restated
certificate of incorporation provides that the Company's directors are not
liable to the Company or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareowners, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock, or (iv) for any
transaction from which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to limitations. The Company's
amended by-laws and the appendix thereto provide for the indemnification of the
Company's directors, officers, employees and agents to the extent permitted by
Delaware law. It is expected that the Company's directors and officers will be
insured against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7.  Exemption from Registration Claimed.

This Item is not applicable.

Item 8.  Exhibits.


4.1      Restated Certificate of Incorporation of the Company.

4.2      By-Laws of the Company.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Company's Registration Statement on
         Form 10, as amended (File No. 001-16445) (the "Form 10"), is
         incorporated herein by reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Rockwell Collins Retirement Savings Plan For Salaried Employees.

4.6      Rockwell Collins Retirement Savings Plan For Hourly Employees.

4.7      Rockwell Collins Retirement Savings Plan For Bargaining Unit Employees.

5.1      Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

5.2      In lieu of an opinion concerning compliance with the requirements of
         the Employee Retirement Income Security Act of 1974, as amended, or a
         determination letter of the Internal Revenue Service (the "IRS") that
         the Plans are qualified under Section 401 of the Internal Revenue Code,
         the Company hereby undertakes to submit the Plans and any amendment
         thereto to the IRS in a timely manner and to make all changes required




                                      II-2


<PAGE>


         by the IRS in order to qualify the Plans.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5.1 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company.




                                      II-3


<PAGE>


Item 9.  Undertakings.

A.       The Company 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;

              (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 the Company 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 the Company'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
         the Company pursuant to the foregoing provisions, or otherwise, the
         Company 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 the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company 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,
         the Company 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 Cedar Rapids, State of Iowa, on the 15th day of
June, 2001.

                                  NEW ROCKWELL COLLINS, INC.

                                  By         /s/  LAWRENCE A. ERICKSON
                                    --------------------------------------------
                                    (Lawrence A. Erickson, Senior Vice President
                                             and Chief Financial Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 15th day of June, 2001 by the
following persons in the capacities indicated:



             Signature                                      Title

         CLAYTON M. JONES*                President and Chief Executive Officer
                                          (principal executive officer) and
                                          Director


         DONALD R. BEALL*                 Director



         ANTHONY J. CARBONE*              Director




         RICHARD J. FERRIS*               Director




         JOSEPH T. TOOT, JR.*             Director



         /s/ LAWRENCE A. ERICKSON         Senior Vice President and Chief
--------------------------------------    Financial Officer (principal financial
         Lawrence A. Erickson             and accounting officer)


*By  /s/  LAWRENCE A. ERICKSON
   --------------------------------------------
     (Lawrence A. Erickson, Attorney-in-fact)**

** By authority of the powers of attorney filed as Exhibit 24 to this
registration statement.




                                      II-5


<PAGE>


         THE PLANS. Pursuant to the requirements of the Securities Act of 1933,
the Plans have duly caused this registration statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Cypress,
State of California, on the 15th day of June, 2001.



                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR SALARIED
                                    EMPLOYEES

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



                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR HOURLY
                                    EMPLOYEES

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



                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR
                                    BARGAINING UNIT EMPLOYEES

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




                                      II-6


<PAGE>


                                  EXHIBIT INDEX


 Exhibit
  Number
4.1          Restated Certificate of Incorporation of the Company.

4.2          By-Laws of the Company.

4.3          Specimen certificate for the Company's Common Stock, par value $.01
             per share, filed as Exhibit 4.1 to the Company's Registration
             Statement on Form 10, as amended (File No. 001-16445) (the "Form
             10"), is incorporated herein by reference.

4.4          Form of Rights Agreement by and between the Company and the rights
             agent named therein, filed as Exhibit 4.2 to the Form 10, is
             incorporated herein by reference.

4.5          Rockwell Collins Retirement Savings Plan For Salaried Employees.

4.6          Rockwell Collins Retirement Savings Plan For Hourly Employees.

4.7          Rockwell Collins Retirement Savings Plan For Bargaining Unit
             Employees.

5.1          Opinion of Chadbourne & Parke LLP as to the legality of any newly
             issued shares of Common Stock of the Company covered by this
             registration statement.

5.2          In lieu of an opinion concerning compliance with the requirements
             of the Employee Retirement Income Security Act of 1974, as amended,
             or a determination letter of the Internal Revenue Service (the
             "IRS") that the Plans are qualified under Section 401 of the
             Internal Revenue Code, the Company hereby undertakes to submit the
             Plans and any amendment thereto to the IRS in a timely manner and
             to make all changes required by the IRS in order to qualify the
             Plans.

23.1         Consent of Deloitte & Touche LLP, independent auditors.

23.2         Consent of Chadbourne & Parke LLP, contained in its opinion filed
             as Exhibit 5.1 to this registration statement.

24           Powers of Attorney authorizing certain persons to sign this
             registration statement on behalf of certain directors and officers
             of the Company.
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{"company-data": {"conformed-name": "NEW ROCKWELL COLLINS INC", "cik": "0001137411", "assigned-sic": "3663", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63100", "film-number": "1661504"}, "business-address": {"street1": "400 COLLINS ROAD NE", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52498", "phone": "3192951000"}}
Registration Statement No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                           New Rockwell Collins, Inc.
                     (to be renamed Rockwell Collins, Inc.)
             (Exact name of registrant as specified in its charter)

         Delaware                                           52-2314475
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                        Identification Number)

     400 Collins Road NE
     Cedar Rapids, Iowa                                       52498
(Address of Principal Executive Offices)                    (Zip Code)

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

         Rockwell Collins Retirement Savings Plan For Salaried Employees
          Rockwell Collins Retirement Savings Plan For Hourly Employees
     Rockwell Collins Retirement Savings Plan For Bargaining Unit Employees
                           (Full titles of the plans)

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

                                CLAYTON M. JONES
                      President and Chief Executive Officer
                           New Rockwell Collins, Inc.
                               400 Collins Road NE
                            Cedar Rapids, Iowa 52498
                     (Name and address of agent for service)

                                 (319) 295-1000
          (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 $.01 per
 share (including the associated
 Preferred Share Purchase Rights)        3,000,000               $7.57377                 $22,721,310                $5,681
                                         shares(3)
 =================================== =================== ========================== ======================== =======================
(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 be offered or issued as a result of any stock splits, stock
dividends or similar transactions. In addition, pursuant to Rule 416(c) under
the Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans
described herein.
     (2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act, based on (a) the book value as
of March 31, 2001 of the net assets held or to be received by the Registrant in
the initial transaction in which the Registrant's securities registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant
to the Registrant's registration statement on Form 10, as amended (File No.
001-16445), will be issued, divided by (b) the number of shares of Common Stock
estimated to be outstanding after such initial issuance.
     (3) Of the total amount to be registered, 2,000,000 shares are reserved for
issuance under the Rockwell Collins Retirement Savings Plan for Salaried
Employees, 500,000 shares are reserved for issuance under the Rockwell Collins
Retirement Savings Plan for Hourly Employees and 500,000 shares are reserved for
issuance under the Rockwell Collins Retirement Savings Plan for Bargaining Unit
Employees.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following document, which has been filed with the Securities and
Exchange Commission (the "Commission"), is incorporated herein by reference and
made a part hereof:

         Registration Statement on Form 10, as amended, filed pursuant to
         Section 12(b) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), by New Rockwell Collins, Inc. (to be renamed Rockwell
         Collins, Inc.) (the "Company") in File No. 001-16445 (the "Form 10").
         The description of the Company's Common Stock is contained in Item 11
         of the Form 10.

         All documents subsequently filed by the Company and the Rockwell
Collins Retirement Savings Plan for Salaried Employees, the Rockwell Collins
Retirement Savings Plan for Hourly Employees and the Rockwell Collins Retirement
Savings Plan for Bargaining Unit Employees (collectively, the "Plans") pursuant
to Sections 13(a), 13(c), 14 and 15(d) of 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.

This Item is not applicable.

                                      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 for breach of their
fiduciary duty of care, subject to limitations. The Company's restated
certificate of incorporation provides that the Company's directors are not
liable to the Company or its shareowners for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareowners, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for willful or negligent violation of the laws governing
the payment of dividends or the purchase or redemption of stock, or (iv) for any
transaction from which a director derived an improper personal benefit.

         The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to limitations. The Company's
amended by-laws and the appendix thereto provide for the indemnification of the
Company's directors, officers, employees and agents to the extent permitted by
Delaware law. It is expected that the Company's directors and officers will be
insured against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7.  Exemption from Registration Claimed.

This Item is not applicable.

Item 8.  Exhibits.

4.1      Restated Certificate of Incorporation of the Company.

4.2      By-Laws of the Company.

4.3      Specimen certificate for the Company's Common Stock, par value $.01 per
         share, filed as Exhibit 4.1 to the Company's Registration Statement on
         Form 10, as amended (File No. 001-16445) (the "Form 10"), is
         incorporated herein by reference.

4.4      Form of Rights Agreement by and between the Company and the rights
         agent named therein, filed as Exhibit 4.2 to the Form 10, is
         incorporated herein by reference.

4.5      Rockwell Collins Retirement Savings Plan For Salaried Employees.

4.6      Rockwell Collins Retirement Savings Plan For Hourly Employees.

4.7      Rockwell Collins Retirement Savings Plan For Bargaining Unit Employees.

5.1      Opinion of Chadbourne & Parke LLP as to the legality of any newly
         issued shares of Common Stock of the Company covered by this
         registration statement.

5.2      In lieu of an opinion concerning compliance with the requirements of
         the Employee Retirement Income Security Act of 1974, as amended, or a
         determination letter of the Internal Revenue Service (the "IRS") that
         the Plans are qualified under Section 401 of the Internal Revenue Code,
         the Company hereby undertakes to submit the Plans and any amendment
         thereto to the IRS in a timely manner and to make all changes required

                                      II-2
by the IRS in order to qualify the Plans.

23.1     Consent of Deloitte & Touche LLP, independent auditors.

23.2     Consent of Chadbourne & Parke LLP, contained in its opinion filed as
         Exhibit 5.1 to this registration statement.

24       Powers of Attorney authorizing certain persons to sign this
         registration statement on behalf of certain directors and officers of
         the Company.

                                      II-3
Item 9.  Undertakings.

A.       The Company 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;

              (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 the Company 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 the Company'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
         the Company pursuant to the foregoing provisions, or otherwise, the
         Company 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 the
         Company of expenses incurred or paid by a director, officer or
         controlling person of the Company 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,
         the Company 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 Cedar Rapids, State of Iowa, on the 15th day of
June, 2001.

                                  NEW ROCKWELL COLLINS, INC.

                                  By         /s/  LAWRENCE A. ERICKSON
                                    --------------------------------------------
                                    (Lawrence A. Erickson, Senior Vice President
                                             and Chief Financial Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 15th day of June, 2001 by the
following persons in the capacities indicated:

             Signature                                      Title

         CLAYTON M. JONES*                President and Chief Executive Officer
                                          (principal executive officer) and
                                          Director

         DONALD R. BEALL*                 Director

         ANTHONY J. CARBONE*              Director

         RICHARD J. FERRIS*               Director

         JOSEPH T. TOOT, JR.*             Director

         /s/ LAWRENCE A. ERICKSON         Senior Vice President and Chief
--------------------------------------    Financial Officer (principal financial
         Lawrence A. Erickson             and accounting officer)

*By  /s/  LAWRENCE A. ERICKSON
   --------------------------------------------
     (Lawrence A. Erickson, Attorney-in-fact)**

** By authority of the powers of attorney filed as Exhibit 24 to this
registration statement.

                                      II-5
THE PLANS. Pursuant to the requirements of the Securities Act of 1933,
the Plans have duly caused this registration statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Cypress,
State of California, on the 15th day of June, 2001.

                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR SALARIED
                                    EMPLOYEES

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

                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR HOURLY
                                    EMPLOYEES

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

                                    ROCKWELL COLLINS
                                    RETIREMENT SAVINGS PLAN FOR
                                    BARGAINING UNIT EMPLOYEES

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

                                      II-6
EXHIBIT INDEX

 Exhibit
  Number
4.1          Restated Certificate of Incorporation of the Company.

4.2          By-Laws of the Company.

4.3          Specimen certificate for the Company's Common Stock, par value $.01
             per share, filed as Exhibit 4.1 to the Company's Registration
             Statement on Form 10, as amended (File No. 001-16445) (the "Form
             10"), is incorporated herein by reference.

4.4          Form of Rights Agreement by and between the Company and the rights
             agent named therein, filed as Exhibit 4.2 to the Form 10, is
             incorporated herein by reference.

4.5          Rockwell Collins Retirement Savings Plan For Salaried Employees.

4.6          Rockwell Collins Retirement Savings Plan For Hourly Employees.

4.7          Rockwell Collins Retirement Savings Plan For Bargaining Unit
             Employees.

5.1          Opinion of Chadbourne & Parke LLP as to the legality of any newly
             issued shares of Common Stock of the Company covered by this
             registration statement.

5.2          In lieu of an opinion concerning compliance with the requirements
             of the Employee Retirement Income Security Act of 1974, as amended,
             or a determination letter of the Internal Revenue Service (the
             "IRS") that the Plans are qualified under Section 401 of the
             Internal Revenue Code, the Company hereby undertakes to submit the
             Plans and any amendment thereto to the IRS in a timely manner and
             to make all changes required by the IRS in order to qualify the
             Plans.

23.1         Consent of Deloitte & Touche LLP, independent auditors.

23.2         Consent of Chadbourne & Parke LLP, contained in its opinion filed
             as Exhibit 5.1 to this registration statement.

24           Powers of Attorney authorizing certain persons to sign this
             registration statement on behalf of certain directors and officers
             of the Company.