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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
SPEER DAVID B
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008
(Street)

GLENVIEW, IL 60026-1215		 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 12/16/2008   G(1) V 1,950 D $ 0 9,561 D  
Common Stock 12/16/2008   G(1) V 1,950 A $ 0 1,950 I By Spouse
Common Stock 12/17/2008   G(1) V 1,950 D $ 0 0 I By Spouse
Common Stock 12/17/2008   G(1) V 1,950 D $ 0 7,611 D (2)  
Common Stock 12/17/2008   G(1) V 3,900 A $ 0 3,900 I By Partnership
Common Stock 12/18/2008   G V 0 (3) D $ 0 3,900 (3) I By Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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
Director Stock Option (right to buy) $ 22.76 12/16/2008   G(4) V   4,000 02/05/2004 02/05/2013 Common Stock 4,000 $ 0 4,000 D  
Director Stock Option (right to buy) $ 22.76 12/16/2008   G(4) V 4,000   02/05/2004 02/05/2013 Common Stock 4,000 $ 0 4,000 I By Spouse
Director Stock Option (right to buy) $ 30.22 12/16/2008   G(4) V   750 02/04/2005 02/04/2014 Common Stock 750 $ 0 750 D  
Director Stock Option (right to buy) $ 30.22 12/16/2008   G(4) V 750   02/04/2005 02/04/2014 Common Stock 750 $ 0 750 I By Spouse
Director Stock Option (right to buy) $ 58.54 12/16/2008   G(4) V   750 02/02/2006 02/02/2015 Common Stock 750 $ 0 750 D  
Director Stock Option (right to buy) $ 58.54 12/16/2008   G(4) V 750   02/02/2006 02/02/2015 Common Stock 750 $ 0 750 I By Spouse
Director Stock Option (right to buy) $ 65.35 12/16/2008   G(4) V   500 02/01/2007(5) 02/01/2016 Common Stock 500 $ 0 1,000 D  
Director Stock Option (right to buy) $ 65.35 12/16/2008   G(4) V 500   02/01/2007 02/01/2016 Common Stock 500 $ 0 500 I By Spouse
Director Stock Option (right to buy) $ 63.17 12/16/2008   G(4) V   250 02/07/2008(5) 02/07/2017 Common Stock 250 $ 0 1,250 D  
Director Stock Option (right to buy) $ 63.17 12/16/2008   G(4) V 250   02/07/2008 02/07/2017 Common Stock 250 $ 0 250 I By Spouse
Director Stock Option (right to buy) $ 22.76 12/17/2008   G(4) V   4,000 02/05/2004 02/05/2013 Common Stock 4,000 $ 0 0 D  
Director Stock Option (right to buy) $ 22.76 12/17/2008   G(4) V   4,000 02/05/2004 02/05/2013 Common Stock 4,000 $ 0 0 I By Spouse
Director Stock Option (right to buy) $ 22.76 12/17/2008   G(4) V 8,000   02/05/2004 02/05/2013 Common Stock 8,000 $ 0 8,000 I By Partnership
Director Stock Option (right to buy) $ 22.76 12/18/2008   G V   0 (6) 02/05/2004 02/05/2013 Common Stock 0 (6) $ 0 8,000 I By Partnership
Director Stock Option (right to buy) $ 30.22 12/17/2008   G(4) V   750 02/04/2005 02/04/2014 Common Stock 750 $ 0 0 D  
Director Stock Option (right to buy) $ 30.22 12/17/2008   G(4) V   750 02/04/2005 02/04/2014 Common Stock 750 $ 0 0 I By Spouse
Director Stock Option (right to buy) $ 30.22 12/17/2008   G(4) V 1,500   02/04/2005 02/04/2014 Common Stock 1,500 $ 0 1,500 I By Partnership
Director Stock Option (right to buy) $ 30.22 12/18/2008   G V   0 (6) 02/04/2005 02/04/2014 Common Stock 0 (6) $ 0 1,500 I By Partnership
Director Stock Option (right to buy) $ 58.54 12/17/2008   G(4) V   750 02/02/2006 02/02/2015 Common Stock 750 $ 0 0 D  
Director Stock Option (right to buy) $ 58.54 12/17/2008   G(4) V   750 02/02/2006 02/02/2015 Common Stock 750 $ 0 0 I By Spouse
Director Stock Option (right to buy) $ 58.54 12/17/2008   G(4) V 1,500   02/02/2006 02/02/2015 Common Stock 1,500 $ 0 1,500 I By Partnership
Director Stock Option (right to buy) $ 58.54 12/18/2008   G V   0 (6) 02/02/2006 02/02/2015 Common Stock 0 (6) $ 0 1,500 I By Partnership
Director Stock Option (right to buy) $ 65.35 12/17/2008   G(4) V   500 02/01/2007 02/01/2016 Common Stock 500 $ 0 500 D  
Director Stock Option (right to buy) $ 65.35 12/17/2008   G(4) V   500 02/01/2007 02/01/2016 Common Stock 500 $ 0 0 I By Spouse
Director Stock Option (right to buy) $ 65.35 12/17/2008   G(4) V 1,000   02/01/2007 02/01/2016 Common Stock 1,000 $ 0 1,000 I By Partnership
Director Stock Option (right to buy) $ 65.35 12/18/2008   G V   0 (6) 02/01/2007 02/01/2016 Common Stock 0 (6) $ 0 1,000 I By Partnership
Director Stock Option (right to buy) $ 63.17 12/17/2008   G(4) V   250 02/07/2008 02/07/2017 Common Stock 250 $ 0 1,000 D  
Director Stock Option (right to buy) $ 63.17 12/17/2008   G(4) V   250 02/07/2008 02/07/2017 Common Stock 250 $ 0 0 I By Spouse
Director Stock Option (right to buy) $ 63.17 12/17/2008   G(4) V 500   02/07/2008 02/07/2017 Common Stock 500 $ 0 500 I By Partnership
Director Stock Option (right to buy) $ 63.17 12/18/2008   G V   0 (6) 02/07/2008 02/07/2017 Common Stock 0 (6) $ 0 500 I By Partnership

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SPEER DAVID B
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL 60026-1215		   X      

Signatures

 /s/ Karen A. Balistreri, Attorney-in-Fact for David B. Speer   12/30/2008
**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) The reporting person transferred a total of 3,900 shares previously reported as directly owned to Speer Investment Partners, LP, a family limited partnership (FLP), of which 1,950 shares were first transferred to his wife who then transferred the shares to FLP. The reporting person is the sole general partner of FLP and he and his wife were then the sole limited partners.
(2) 6,421 shares are held by the Company to implement restrictions on transfer unless and until certain conditions are met.
(3) Represents separate gifts of limited partnership interests in FLP by the reporting person and his wife to trusts for the benefit of their children. The reporting person disclaims beneficial ownership of Company common stock held by FLP except to the extent of his pecuniary interest therein.
(4) The reporting person transferred a total of 12,500 options previously reported as directly owned to Speer Investment Partners, LP, a family limited partnership (FLP), of which 6,250 options were first transferred to his wife who then transferred the options to FLP. The reporting person is the sole general partner of FLP and he and his wife were then the sole limited partners.
(5) Options vest in three equal annual installments beginning on date exercisable.
(6) Represents separate gifts of limited partnership interests in FLP by the reporting person and his wife to trusts for the benefit of their children. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.