Exhibit 23-c

                               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
Automation,  Inc. in respect of the Rockwell  Automation,  Inc.  2003  Directors
Stock Plan.





                                                      /s/ CHADBOURNE & PARKE LLP





30 Rockefeller Plaza
New York, New York 10112
December 11, 2002