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^*

DAVIS DON H JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2004

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	07/30/2004		M		99,571	A	$13.7747	184,770	D
Common Stock	07/30/2004		M		2,800	A	$11.6038	187,570	D
Common Stock	07/30/2004		S		102,371	D	⁽¹⁾	85,199	D⁽²⁾
Common Stock								14,345.6764	I⁽³⁾	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)
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)	$13.7747	07/30/2004		G⁽⁴⁾			50,000	12/06/1996	12/06/2005	Common Stock	50,000	$0	99,571	D
Employee stock option (right to buy)	$13.7747	07/30/2004		M			99,571	12/06/1996	12/06/2005	Common Stock	99,571	$0	0	D
Employee stock option (right to buy)	$13.7747	07/30/2004		G⁽⁴⁾		50,000		12/06/1996	12/06/2005	Common Stock	50,000	$0	50,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$17.3914	07/30/2004		G⁽⁴⁾			50,000	12/09/1997	12/09/2006	Common Stock	50,000	$0	79,380	D
Employee stock option (right to buy)	$17.3914	07/30/2004		G⁽⁴⁾		50,000		12/09/1997	12/09/2006	Common Stock	50,000	$0	50,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$15.527	07/30/2004		G⁽⁴⁾			50,000	12/03/1998	12/03/2007	Common Stock	50,000	$0	118,000	D
Employee stock option (right to buy)	$15.527	07/30/2004		G⁽⁴⁾		50,000		12/03/1998	12/03/2007	Common Stock	50,000	$0	50,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$20.349	07/30/2004		G⁽⁴⁾			50,000	10/04/2000	10/04/2009	Common Stock	50,000	$0	135,234	D
Employee stock option (right to buy)	$20.349	07/30/2004		G⁽⁴⁾		50,000		10/04/2000	10/04/2009	Common Stock	50,000	$0	50,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$11.6038	07/30/2004		G⁽⁴⁾			100,000	10/02/2001	10/02/2010	Common Stock	100,000	$0	230,000	D
Employee stock option (right to buy)	$11.6038	07/30/2004		M			2,800	10/02/2001	10/02/2010	Common Stock	28,000	$0	227,200	D
Employee stock option (right to buy)	$11.6038	07/30/2004		G⁽⁴⁾		100,000		10/02/2001	10/02/2010	Common Stock	100,000	$0	100,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$13.4	07/30/2004		G⁽⁴⁾			100,000	10/01/2002⁽⁶⁾	10/01/2011	Common Stock	100,000	$0	250,000	D
Employee stock option (right to buy)	$13.4	07/30/2004		G⁽⁴⁾		100,000		10/01/2002	10/01/2011	Common Stock	100,000	$0	100,000	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$15.5	07/30/2004		G⁽⁴⁾			114,533	10/07/2003⁽⁷⁾	10/07/2012	Common Stock	114,533	$0	235,467	D
Employee stock option (right to buy)	$15.5	07/30/2004		G⁽⁴⁾		114,533		10/07/2003	10/07/2012	Common Stock	114,533	$0	114,533	I	By Davis Family Limited Partnership⁽⁵⁾
Employee stock option (right to buy)	$27.75							10/06/2004⁽⁸⁾	10/06/2013	Common Stock	350,000		350,000	D
Common Stock Share Equivalents	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	26,512.7667		26,512.7667⁽⁹⁾	I	Nonqual. Savings Plan

Explanation of Responses:

1. Sale prices ranged from $37.50 - $37.59.

2. 39,458 shares are held by Company to implement restrictions on transfer unless and until certain conditions are met.

3. 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 7/30/2004.

4. Gift of options to Davis Family Limited Partnership, a limited partnership of which the reporting person and his spouse are the sole members of the limited liability corporation that is the sole general partner.

5. Reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. 233,333 shares are currently exercisable and 116,667 shares become exercisable on 10/1/2004.

7. 116,666 shares are currently exercisable, 116,666 shares become exercisable on 10/07/04 and 116,668 shares become exercisable on 10/07/05.

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

9. 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 7/30/2004. 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.

10. 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.	08/02/2004
	** 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).
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