SC 14D1/A

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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                              --------------
                              SCHEDULE 14D-1
                             (AMENDMENT No. 8)

                Tender Offer Statement Pursuant To Section
              14(d)(1) of the Securities Exchange Act of 1934

                         RELIANCE ELECTRIC COMPANY
                         (NAME OF SUBJECT COMPANY)

                    ROCKWELL INTERNATIONAL CORPORATION
                        ROK ACQUISITION CORPORATION
                                 (BIDDER)

              CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
    (INCLUDING THE ASSOCIATED SERIES A PREFERRED STOCK PURCHASE RIGHTS)
                      (TITLE OF CLASS OF SECURITIES)

                                 759458102
                   (CUSIP NUMBER OF CLASS OF SECURITIES)

                       William J. Calise, Jr., Esq.
            Senior Vice President, General Counsel & Secretary
                    Rockwell International Corporation
                            625 Liberty Avenue
                   Pittsburgh, Pennsylvania  15222-3123
                              (412) 565-2905
        (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)

                                Copies to:

     Martin Lipton, Esq.                         Peter R. Kolyer, Esq.
Wachtell, Lipton, Rosen & Katz                    Chadbourne & Parke
    51 West 52nd Street                          30 Rockefeller Plaza
  New York, New York  10019                    New York, New York  10112
       (212) 403-1000                               (212) 408-5100


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                            (Page 1 of 4 Pages)


     This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on October 21, 1994, as previously amended and supplemented
(the "Schedule 14D-1"), by Rockwell International Corporation, a Delaware
corporation ("Rockwell"), and ROK Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Rockwell (the "Purchaser"),
and relates to a tender offer to purchase (i) all of the outstanding shares
of Class A Common Stock, par value $.01 per share (the "Class A Shares"),
of Reliance Electric Company, a Delaware corporation (the "Company"), and
the associated Series A preferred stock purchase rights (the "Class A
Rights") issued pursuant to the Rights Agreement (as defined in the Offer
to Purchase) at a purchase price of $30.00 per Class A Share (and
associated Class A Right), net to the seller in cash, without interest
thereon, (ii) all of the outstanding shares of Class B Common Stock, par
value $.01 per share (the "Class B Shares"), of the Company and the
associated Series B preferred stock purchase rights (the "Class B Rights")
issued pursuant to the Rights Agreement at a purchase price of $30.00 per
Class B Share (and associated Class B Right), net to the seller in cash,
without interest thereon and (iii) all of the outstanding shares of Class C
Common Stock, par value $.01 per share (the "Class C Shares"), of the
Company and the associated Series C preferred stock purchase rights (the
"Class C Rights") issued pursuant to the Rights Agreement at a purchase
price of $81.24 per Class C Share (and associated Class C Right), net to
the seller in cash, without interest thereon, in each case upon the terms
and subject to the conditions set forth in the Offer to Purchase dated
October 21, 1994 (the "Offer to Purchase") and the related Letters of
Transmittal (which together constitute the "Offer"), which were annexed to
and filed with the Schedule 14D-1 as Exhibits (a)(1) to (a)(4).  Only the
Class A Shares and the Class A Rights are registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.

     Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 14D-1.

ITEM 10.  ADDITIONAL INFORMATION.

     (f)  The Purchaser has extended the Offer until 12:00 midnight, New
York City time, on Monday, November 28, 1994.  On November 20, 1994,
Rockwell issued a press release announcing such extension of the Offer.  A
copy of such press release is attached as Exhibit (a)(23) hereto and is
hereby incorporated herein by reference.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

     (a)(23) --     Press release issued by Rockwell on 
                    November 20, 1994.











                            (Page 2 of 4 Pages)

                                 SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

                            ROCKWELL INTERNATIONAL CORPORATION

                            By:   William J. Calise, Jr.
                                  ----------------------
                                  William J. Calise, Jr.
                                  Senior Vice President,
                                General Counsel & Secretary


                            ROK ACQUISITION CORPORATION

                            By:   William J. Calise, Jr.
                                  ----------------------
                                  William J. Calise, Jr.
                                       Secretary


Dated:  November 21, 1994

































                            (Page 3 of 4 Pages)

                               EXHIBIT INDEX

EXHIBIT                                             SEQUENTIAL
  NO.                       DESCRIPTION            PAGE NUMBER
- -------                     -----------            -----------

(a)(23) --          Press release issued by
                    Rockwell on November 20, 1994.


















































                            (Page 4 of 4 Pages)

EX-99.A23

                                                            Exhibit (a)(23)




          [ROCKWELL INTERNATIONAL CORPORATION LETTERHEAD]



Rockwell Extends Expiration Date of Tender Offer for Reliance Electric


SEAL BEACH, CALIF., (November 20, 1994) -- Rockwell International
Corporation (NYSE: ROK) announced today that it has extended the expiration
date of its tender offer for all of the outstanding common stock of
Reliance Electric Company (NYSE: REE) to 12:00 midnight, EST, on Monday,
November 28, 1994.

     Rockwell said that as of midnight, EST, Friday, November 18, 1994,
20,152,772 shares of Reliance Electric Class A Common Stock, 7,284 shares
of Class B Common Stock and no shares of Class C Common Stock had been
tendered into its offer.  The shares tendered represent 61.2 percent of the
outstanding voting stock of Reliance Electric Company.

     Rockwell is a diversified, high-technology company with leadership
market positions in automation, avionics, aerospace, defense electronics,
telecommunications, automotive components and graphic systems, with annual
worldwide sales of $11 billion.

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