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^*

ROCKWELL BRUCE M

(Last)

(First)

(Middle)

777 EAST WISCONSIN AVENUE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2003

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	07/28/2003		M		1,213	A	$16.1644	45,546	D⁽¹⁾
Common Stock	07/28/2003		M		1,140	A	$18.3105	46,686	D⁽¹⁾
Common Stock	07/28/2003		M		1,000	A	$18.3703	47,686	D⁽¹⁾
Common Stock	07/28/2003		M		1,000	A	$17.8539	48,686	D⁽¹⁾
Common Stock	07/28/2003		M		1,000	A	$18.7986	49,686	D⁽¹⁾
Common Stock	07/28/2003		M		666	A	$18.1746	50,352	D⁽¹⁾
Common Stock	07/28/2003		M		333	A	$18.05	50,685	D⁽¹⁾
Common Stock	07/28/2003		S		6,352	D	$26.35	44,333	D⁽¹⁾

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)	$16.1644	07/28/2003		M			1,213	02/07/1997	02/07/2006	Common Stock	1,213	$0	0	D
Employee stock option (right to buy)	$18.3105	07/28/2003		M			1,140	02/05/1998	02/05/2007	Common Stock	1,140	$0	0	D
Employee stock option (right to buy)	$18.3703	07/28/2003		M			1,000	02/04/1999	02/04/2008	Common Stock	1,000	$0	0	D
Employee stock option (right to buy)	$17.8539	07/28/2003		M			1,000	02/03/2000	02/03/2009	Common Stock	1,000	$0	0	D
Employee stock option (right to buy)	$18.7986	07/28/2003		M			1,000	02/02/2001	02/02/2010	Common Stock	1,000	$0	0	D
Employee stock option (right to buy)	$18.1746	07/28/2003		M			666	02/07/2002	02/07/2011	Common Stock	666	$0	334	D
Employee stock option (right to buy)	$18.05	07/28/2003		M			333	02/07/2003	02/07/2012	Common Stock	333	$0	667	D⁽²⁾

Explanation of Responses:

1. 6,621 shares are held by the Company to implement restrictions on transfer unless and until certain conditions are met and 37,712 shares are held by Trust.

2. Reporting person also indirectly owns options to purchase a total of 8,000 shares at exercise prices ranging from $16.05 - $22.76 with vesting dates ranging from 07/31/2003 to 2/05/06.

	K. A. Balistreri, Attorney-in-Fact for Bruce M. Rockwell	07/29/2003
	** 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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