8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date of Report (date of earliest event reported): January 15, 2004 (January 14, 2004)

Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-12383
(Commission
File Number) 25-1797617
(I.R.S. Employer
Identification No.)

777 East Wisconsin Avenue, Suite 1400,
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip code)



(414) 212-5299
(Registrant’s telephone number, including area code)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.   Other Events and Regulation FD Disclosure

On January 14, 2004, the Board of Directors of Rockwell Automation, Inc. (the “Company”) adopted an amendment to Section 5(a) of the Company’s 2000 Long-Term Incentives Plan, as amended (the “Plan”), to decrease the maximum number of shares of common stock, par value $1 per share, of the Company which may be delivered under the Plan upon grant or in payment of all awards other than options and stock appreciation rights from 12 million to 4 million.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

(c)	Exhibits.
	99	Copy of Resolution of the Board of Directors of the Company, adopted January 14, 2004, amending Section 5(a) of the Company’s 2000 Long-Term Incentives Plan, as amended.

(Page 2 of 4 Pages)

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROCKWELL AUTOMATION, INC.                    (Registrant)
By	/s/ William J. Calise, Jr.
	William J. Calise, Jr. Senior Vice President, General Counsel      and Secretary

Date: January 15, 2004

(Page 3 of 4 Pages)

EXHIBIT INDEX

Exhibit Number	Description
99	Copy of Resolution of the Board of Directors of the Company, adopted January 14, 2004, amending Section 5(a) of the Company's 2000 Long-Term Incentives Plan, as amended

(Page 4 of 4 Pages)

EX-99

Exhibit 99

ROCKWELL AUTOMATION, INC.
RESOLUTION OF THE BOARD OF DIRECTORS
ADOPTED ON JANUARY 14, 2004

        RESOLVED, that Section 5(a) of the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, as amended, is hereby further amended to read in its entirety as follows:

    “5(a).   Subject to the adjustment provisions of Section 9, the number of shares of Stock which may be delivered upon exercise of Options or upon grant or in payment of other Awards under the Plan shall not exceed 24 million, and the number of those shares which may be delivered upon grant or in payment of all Awards other than options and SARs shall not exceed 4 million. In addition, (i) no more than 4 million shares of Stock shall be granted in the form of Restricted Stock; (ii) Stock Purchase Awards shall be granted with respect to no more than 4 million shares of Stock; and (iii) SARs shall be granted with respect to no more than 100,000 shares of Stock. For purposes of applying the limitations provided in this Section 5(a), all shares of Stock with respect to the unexercised, undistributed or unearned portion of any terminated or forfeited Award shall be available for further Awards.”