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^*

JONES CLAYTON M

(Last)

(First)

(Middle)

M/S 124-323

400 COLLINS ROAD NE

(Street)

CEDAR RAPIDS

52498-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [ COL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2003

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	11/24/2003		M		8,019	A	$14.4694	25,052.6659⁽¹⁾	D
Common Stock	11/24/2003		M		8,801	A	$15.1609	33,853.6659⁽¹⁾	D
Common Stock	11/24/2003		M		15,647	A	$16.0652	49,500.6659⁽¹⁾	D
Common Stock	11/24/2003		M		5,802	A	$16.967	55,302.6659⁽¹⁾	D
Common Stock	11/24/2003		M		5,313	A	$18.5972	60,615.6659⁽¹⁾	D
Common Stock	11/24/2003		M		2,933	A	$22.35	63,548.6659⁽¹⁾	D
Common Stock	11/24/2003		M		1,589	A	$20.97	65,137.6659⁽¹⁾	D
Common Stock								10,474.8036	I	By Savings Plan⁽²⁾

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)	$14.4694	11/24/2003		M			8,019	12/01/1996	12/01/2003	Common Stock	8,019	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$15.1609	11/24/2003		M			8,801	12/07/1997	12/07/2004	Common Stock	8,801	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$16.0652	11/24/2003		M			15,647	02/01/1998	02/01/2005	Common Stock	15,647	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$16.967	11/24/2003		M			5,802	10/05/2001	10/05/2008	Common Stock	5,802	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$18.5972	11/24/2003		M			5,313	10/02/2003	10/02/2010	Common Stock	5,313	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$22.35	11/24/2003		M			2,933	07/05/2003	07/05/2011	Common Stock	2,933	⁽³⁾	0	D
Employee Stock Option (Right to Buy)	$20.97	11/24/2003		M			1,589	09/11/2003	09/11/2012	Common Stock	1,589	⁽³⁾	0	D

Explanation of Responses:

1. Includes shares acquired under the Company's employee stock purchase plan and based on information furnished by the Plan Administrator as of September 30, 2003.

2. Shares represented by Company stock fund units under the Rockwell Collins, Inc. 2001 qualified savings plan, including shares acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of September 30, 2003.

3. Employee stock options granted pursuant to the Rockwell Collins, Inc. 2001 Stock Option Plan or its 2001 Long-Term Incentives Plan.

Remarks:

	Vaughn M. Klopfenstein, Attorney-in-Fact	11/26/2003
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.