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                       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):

                      December 9, 1996 (December 6, 1996)


                       ROCKWELL INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)


    Delaware                      1-12383                   25-1797617
(State or other jurisdiction   (Commission    (IRS Employer Identification No.)
of incorporation)               File Number)


2201 Seal Beach Boulevard, Seal Beach, California       90740-8250
    (Address of principal executive offices)            (Zip code)



Registrant's telephone number, including area code:          (412) 565-4090
                                                      (Office of the Secretary)


                     NEW ROCKWELL INTERNATIONAL CORPORATION
         (Former name or former address, if changed since last report)




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                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

         On December 6, 1996, the tax-free reorganization in which the Aerospace
and Defense businesses of Rockwell International Corporation ("Oldco") were
acquired by The Boeing Company ("Boeing") pursuant to the Agreement and Plan of
Merger dated as of July 31, 1996 among Oldco, Boeing and Boeing NA, Inc., a
wholly-owned subsidiary of Boeing ("Merger Sub"), was consummated. In the
reorganization, Oldco's Automation, Avionics & Communications, Semiconductor
Systems and Automotive businesses were contributed to Registrant, which retains
the name "Rockwell International Corporation", or to one or more wholly-owned
subsidiaries of Oldco which became wholly-owned operating subsidiaries of
Registrant, and all outstanding shares of Registrant were distributed on a
share-for-share basis to holders of record of Oldco shares at the close of
business on December 6, 1996. "When-issued" trading in common stock of
Registrant commenced on the New York Stock Exchange on December 2, 1996. The
trading symbol of Registrant will remain "ROK".

         Boeing acquired Oldco's Aerospace and Defense businesses by means of a
merger (the "Merger") of Merger Sub with Oldco, in which Oldco survived and was
renamed Boeing North American, Inc. Pursuant to the Merger, holders of Oldco
shares are entitled to receive .042 of a share of Boeing common stock for each
Oldco share owned on December 6, 1996 and cash in lieu of fractional shares,
upon surrender of their Oldco share certificates.

         The reorganization, which is more fully described in Registrant's Proxy
Statement-Prospectus (the "Proxy Statement-Prospectus") dated October 29, 1996
(Registration No. 333-14969), was approved by Oldco shareowners at a Special
Meeting of Shareowners held on December 4, 1996. The historical financial
statements of Oldco contained in the Proxy Statement-Prospectus have become the
financial statements of Registrant.






                                    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, thereunto duly authorized.


                                         ROCKWELL INTERNATIONAL CORPORATION
                                                               (Registrant)

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

Dated:  December 9, 1996