Exhibit 24-b


                                POWER OF ATTORNEY

         I, the undersigned  Director  and/or Officer of Rockwell  International
Corporation,  a Delaware corporation (the Company), hereby constitute WILLIAM J.
CALISE, JR., EDWARD T. MOEN, II and PETER R. KOLYER, and each of them singly, my
true and lawful  attorneys  with full power to them and each of them to sign for
me,  and in my  name  and in the  capacity  or  capacities  indicated  below,  a
Registration  Statement  on Form  S-8 and  any  and  all  amendments  (including
supplements and post-effective  amendments) for the purpose of registering under
the  Securities  Act of 1933, as amended,  securities to be sold pursuant to the
Rockwell International Corporation 2000 Long-Term Incentives Plan.

Signature                         Title                           Date
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/s/ Betty C. Alewine              Director                        April 18, 2000
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Betty C. Alewine