E5-7368. Issuer Delisting; Notice of Application of Rockwell Automation, Inc., To Withdraw Its Common Stock, $1.00 Par Value, (Including the Associated Preferred Share Purchase Rights) From Listing and Registration on the Pacific Exchange, Inc. File ...

December 8, 2005.

On December 1, 2005, Rockwell Automation, Inc., a Delaware corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $1.00 par value (including the associated Preferred Share Purchase Rights) (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX”).

The Board of Directors (“Board”) of the Issuer adopted a resolution on September 14, 2005 to withdraw the Security from the PCX. The Issuer stated decided to withdraw the Security from PCX because: (i) The trading volume in the Security on PCX is very low and the costs of maintaining the listing are no longer justified; (ii) delisting the Security will enable the Issuer to reduce significantly administrative time and costs associated with the listing, corporate governance, and annual certification requirements of PCX; and (iii) there is little likelihood that the Issuer will need to raise capital through the Exchange in the future. The Issuer believes that delisting from PCX will cause no material inconvenience to its shareowners and investors because the Security will continue to be listed on the New York Stock Exchange, Inc. (“NYSE”).

The Issuer stated in its application that it has complied with the applicable rules of PCX by providing PCX with the required documents governing the withdrawal of securities from listing and registration on PCX.

The Issuer's application relates solely to the withdrawal of the Security from listing on PCX and shall not affect its continued listing on NYSE or its obligation to be registered under section 12(b) of the Act.^[3]

Any interested person may, on or before January 4, 2006, comment on the facts bearing upon whether the application has been made in accordance with the rules of PCX, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-12383 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303.

All submissions should refer to File Number 1-12383. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).