SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                FORM 15


Certification and Notice of Termination of Registration under Section
12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to
File Reports Under Section 13 and 15(d) of the Securities Exchange Act
of 1934.


                    Commission File Number 1-01035

            Boeing North American, Inc. (formerly known as
                  Rockwell International Corporation)
        (Exact name of registrant as specified in its charter)

                       2201 Seal Beach Boulevard
                   Seal Beach, California 90740-8250
                            (310) 797-2020
          (Address, including zip code, and telephone number,
  including area code, of registrant's principal executive offices)

                  Class A Common Stock, $1 Par Value
       (Title of each class of Securities covered by this Form)


      (Titles of all other classes of securities for which a duty
         to file reports under section 13(a) or 15(d) remains)

Please place an x in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
reports:



Rule 12g-4(a)(1)(i)      [X]         Rule 12h-3(b)(1)(i)       [X]

Rule 12g-4(a)(1)(ii)     [ ]         Rule 12h-3(b)(i)(ii)      [ ]

Rule 12g-4(a)(2)(i)      [ ]         Rule 12h-3(b)(2)(i)       [ ]

Rule 12g-4(a)(2)(ii)     [ ]         Rule 12h-3(b)(2)(ii)      [ ]

                                     Rule 15d-6                [ ]


Approximate number of holders of record as of the certification or
notice date: 0.

Pursuant to the requirements of the Securities Exchange Act of 1934
Boeing North American, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


Date:  December 19, 1996                By: /s/ Douglas P. Beighle
                                           --------------------------
                                              Douglas P. Beighle
                                                Vice President