SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DAVIS DON H JR
(Last) (First) (Middle)
777 EAST WISCONSIN AVENUE
SUITE 1400
(Street)
MILWAUKEE WI 53202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROCKWELL AUTOMATION INC [ ROK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 103,332(1) D
Common Stock 10/29/2004 M 4,600 A $13.4 4,600 I(2) By Davis Family Limited Partnership
Common Stock 10/29/2004 S 4,600(3) D $42 0 I(2) By Davis Family Limited Partnership
Common Stock 14,342.8814 I(4) By Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $20.349 10/04/2000 10/04/2009 Common Stock 133,334 133,334 D
Employee stock option (right to buy) $20.349 10/04/2000 10/04/2009 Common Stock 50,000 50,000 I By Davis Family Limited Partnership(2)
Employee stock option (right to buy) $13.4 10/01/2002 10/01/2011 Common Stock 195,067 195,067 D
Employee stock option (right to buy) $13.4 10/29/2004 M 4,600 10/01/2002 10/01/2011 Common Stock 4,600 $0 95,400 I By Davis Family Limited Partnership(2)
Employee stock option (right to buy) $15.5 10/07/2003(5) 10/07/2012 Common Stock 235,467 235,467 D
Employee stock option (right to buy) $15.5 10/07/2003 10/07/2012 Common Stock 114,533 114,533 I By Davis Family Limited Partnership(2)
Employee stock option (right to buy) $27.75 10/06/2004(6) 10/06/2013 Common Stock 350,000 350,000 D
Common Stock Share Equivalents (7) (8) (8) Common Stock 26,928.9494 26,928.9494(7) I Nonqual. Savings Plan
Explanation of Responses:
1. 39,458 shares are held by Company to implement restrictions on transfer unless and until certain conditions are met.
2. Reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. Sales were effected pursuant to a Rule 10b5-1 trading plan established for estate planning and diversification purposes.
4. Shares represented by Company stock fund units under the Company's Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of 9/30/2004.
5. 118,799 shares are currently exercisable and 116,668 shares become exercisable on 10/07/05.
6. The option vests in three substantially equal annual installments beginning on the date exercisable.
7. Share equivalents represented by Company stock fund units credited under the Company's nonqualified savings plan based on information furnished by the Plan Administrator as of 9/30/2004. The number of share equivalents represented by the balance of a participant's Company stock fund account may not exactly equal the number of share equivalents represented by a prior balance plus additions due to variances in the proportion of uninvested cash held in the reference fund used to determine unit values of the Company stock fund under the plan.
8. The share equivalents are payable in cash upon retirement or after termination of employment.
Remarks:
K. A. Balistreri, Attorney-in-Fact for Don H. Davis, Jr. 11/01/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.