8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 5, 2002

Rockwell Collins, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-16445	52-2314475
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)
400 Collins Road NE, Cedar Rapids, Iowa		52498
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (319) 295-1000

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.                    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)           Exhibits.

99.1Statement Under Oath Of Principal Executive Officer Regarding Facts And Circumstances Relating To Exchange Act Filings.

99.2Statement Under Oath Of Principal Financial Officer Regarding Facts And Circumstances Relating To Exchange Act Filings.

Item 9.                    Regulation FD Disclosure.

                Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, Order File No. 4-460, Clayton M. Jones, Chairman, President and Chief Executive Officer, and Lawrence A. Erickson, Senior Vice President and Chief Financial Officer, have signed sworn statements.  A copy of each of these statements is attached as an exhibit to this report.

1

Signature

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ROCKWELL COLLINS, INC.
(Registrant)
By	/s/ Gary R. Chadick
Gary R. Chadick
Senior Vice President,
General Counsel and Secretary

Dated:    August 5, 2002

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Statement Under Oath Of Principal Executive Officer Regarding Facts And Circumstances Relating To Exchange Act Filings
99.2	Statement Under Oath Of Principal Financial Officer Regarding Facts And Circumstances Relating To Exchange Act Filings

3

EX-99.1

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Clayton M. Jones, Chairman, President and Chief Executive Officer of Rockwell Collins, Inc., a Delaware corporation, state and attest that:

(1)To the best of my knowledge, based upon a review of the covered reports of Rockwell Collins, Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)I have reviewed the contents of this statement with the Audit Committee of Rockwell Collins, Inc.

(3)In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K for the fiscal year ended September 30, 2001 of Rockwell Collins, Inc.;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Rockwell Collins, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ Clayton M. Jones	Subscribed and sworn to
Clayton M. Jones	before me this 5th day of
August 5, 2002	August, 2002.
	/s/ Heather L. Neff
	Notary Public
	My Commission Expires:  4/17/04

EX-99.2

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Lawrence A. Erickson, Senior Vice President and Chief Financial Officer of Rockwell Collins, Inc., a Delaware corporation, state and attest that:

(1)To the best of my knowledge, based upon a review of the covered reports of Rockwell Collins, Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)I have reviewed the contents of this statement with the Audit Committee of Rockwell Collins, Inc.

(3)In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K for the fiscal year ended September 30, 2001 of Rockwell Collins, Inc.;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Rockwell Collins, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ Lawrence A. Erickson	Subscribed and sworn to
Lawrence A. Erickson	before me this 5th day of
August 5, 2002	August, 2002.
	/s/ Heather L. Neff
	Notary Public
	My Commission Expires:  4/17/04