Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BEALL DONALD R
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
5 CIVIC PLAZA, SUITE 320
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2005
(Street)

NEWPORT BEACH, CA 92660
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/01/2005   M   31,835 A $ 22.0764 61,835 I Trustee - Family Trust
Common Stock 02/01/2005   S   29,900 D $ 43 31,935 I Trustee - Family Trust
Common Stock 02/01/2005   S   100 D $ 43.02 31,835 I Trustee - Family Trust
Common Stock 02/01/2005   S   1,835 D $ 43.05 30,000 I Trustee - Family Trust
Common Stock               64,305.4661 (1) I By Savings Plan
Common Stock               19,597 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) $ 22.0764 01/25/2005   G(4) V   318,351   (5) 12/06/2005 Common Stock 318,351 (3) 0 D  
Stock Option (right to buy) (3) $ 22.0764 01/25/2005   G(4) V 318,351     (5) 12/06/2005 Common Stock 318,351 (3) 318,351 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 27.8729 01/25/2005   G(4) V   269,739   (5) 12/09/2006 Common Stock 269,739 (3) 0 D  
Stock Option (right to buy) $ 27.8729 01/25/2005   G(4) V 269,739     (5) 12/09/2006 Common Stock 269,739 (3) 269,739 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 25.0465 01/25/2005   G(4) V   737   (5) 06/26/2008 Common Stock 737 (3) 0 D  
Stock Option (right to buy) (3) $ 25.0465 01/25/2005   G(4) V 737     (5) 06/26/2008 Common Stock 737 (3) 737 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 28.6141 01/25/2005   G(4) V   985   (5) 02/03/2009 Common Stock 985 (3) 0 D  
Stock Option (right to buy) (3) $ 28.6141 01/25/2005   G(4) V 985     (5) 02/03/2009 Common Stock 985 (3) 985 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 30.1282 01/25/2005   G(4) V   985   (5) 02/02/2010 Common Stock 985 (3) 0 D  
Stock Option (right to buy) (3) $ 30.1282 01/25/2005   G(4) V 985     (5) 02/02/2010 Common Stock 985 (3) 985 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 22.35 01/25/2005   G(4) V   150,000   (5) 07/05/2011 Common Stock 150,000 (3) 0 D  
Stock Option (right to buy) (3) $ 22.35 01/25/2005   G(4) V 150,000     (5) 07/05/2011 Common Stock 150,000 (3) 150,000 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 20.26 01/25/2005   G(4) V   5,000   (6) 02/11/2013 Common Stock 5,000 (3) 0 D  
Stock Option (right to buy) (3) $ 20.26 01/25/2005   G(4) V 5,000     (6) 02/11/2013 Common Stock 5,000 (3) 5,000 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 32.91 01/25/2005   G(4) V   5,000   (6) 02/10/2014 Common Stock 5,000 (3) 0 D  
Stock Option (right to buy) (3) $ 32.91 01/25/2005   G(4) V 5,000     (6) 02/10/2014 Common Stock 5,000 (3) 5,000 I Trustee - Family Trust
Stock Option (right to buy) (3) $ 22.0764 02/01/2005   M   31,835     (5) 12/06/2005 Common Stock 31,835 (3) 286,516 I Trustee - Family Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BEALL DONALD R
5 CIVIC PLAZA, SUITE 320
NEWPORT BEACH, CA 92660
  X      

Signatures

 /s/ Vaughn M. Klopfenstein, Attorney-in-Fact   02/02/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares represented by Company stock fund units under the Rockwell Automation, Inc. (ROK) salaried retirement savings plan, based on information provided by the Plan Administrator as of December 1, 2004.
(2) Restricted shares delivered as compensation for services as Director. Held by issuer to implement restrictions on transfer unless and until certain conditions are met.
(3) Stock options granted under the Company's stock based plans.
(4) Gift to Beall Family Trust, for which the reporting person is a trustee.
(5) Options are currently exercisable.
(6) Options vest in three equal annual installments beginning one year from the date of grant.

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