SEC FORM 4

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^*

MCDERMOTT JOHN P

(Last)

(First)

(Middle)

777 EAST WISCONSIN AVENUE

SUITE 1400

(Street)

MILWAUKEE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2004		M		17,502	A	$11.6038	25,502	D
Common Stock	11/09/2004		M		1,298	A	$10.5866	26,800	D
Common Stock	11/09/2004		S		16,800	D	⁽¹⁾	10,000	D
Common Stock	11/09/2004		G		1,375	D	$0	8,625	D
Common Stock								3,723.9172	I	By Savings Plan⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$10.5866	11/09/2004		M			1,298	10/05/1999	10/05/2008	Common Stock	1,298	$0	0	D
Employee Stock Option (right to buy)	$20.349							10/04/2000	10/04/2009	Common Stock	63,856		63,856	D
Employee Stock Option (right to buy)	$11.6038	11/09/2004		M			17,502	10/02/2001	10/02/2010	Common Stock	17,502	$0	7,812	D
Employee Stock Option (right to buy)	$13.4							10/01/2002	10/01/2011	Common Stock	45,000		45,000	D
Employee Stock Option (right to buy)	$15.5							10/07/2003⁽³⁾	10/07/2012	Common Stock	45,000		45,000	D
Employee Stock Option (right to buy)	$27.75							10/06/2004⁽³⁾	10/06/2013	Common Stock	60,000		60,000	D
Employee Stock Option (right to buy)	$43.9							11/08/2005⁽³⁾	11/08/2014	Common Stock	60,000		60,000	D
Common Stock Share Equivalents	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	349.9884		349.9884⁽⁴⁾	I	Nonqual. Savings Plan

Explanation of Responses:

1. Sale price ranged from $43.80 to $43.90.

2. 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 11/01/2004.

3. The option vests in three substantially equal annual installments beginning on the date exercisable.

4. Share equivalents represented by Company stock fund units credited under the Company's nonqualified savings plan which were acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of 11/01/2004. 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.

5. The share equivalents are payable in cash upon retirement or after termination of employment.

Remarks:

	K. A. Balistreri, Attorney-in-Fact for John P. McDermott	11/10/2004
	** 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.
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