SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

                                  ANNUAL REPORT

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

                   For the fiscal year ended December 31, 2002

                   ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
                             FOR SALARIED EMPLOYEES

                            ROCKWELL AUTOMATION, INC.
                      777 East Wisconsin Avenue, Suite 1400
                           Milwaukee, Wisconsin 53202



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

TABLE OF CONTENTS



                                                                    PAGE NO.
                                                                    --------
                                                                 
INDEPENDENT AUDITORS' REPORT                                            1

FINANCIAL STATEMENTS:

   Statements of Net Assets Available for Benefits
     December 31, 2002 and 2001                                         2

   Statements of Changes in Net Assets Available for Benefits
      Years Ended December 31, 2002 and 2001                            3

   Notes to Financial Statements                                        4

SUPPLEMENTAL SCHEDULE:

   Form 5500, Schedule H, Part IV, Line 4i -
     Schedule of Assets Held for Investment Purposes,
     December 31, 2002                                                 11

SIGNATURE                                                              12

EXHIBITS:

   Independent Auditors' Consent                                       13

   Certifications                                                      14




INDEPENDENT AUDITORS' REPORT

To the Rockwell Automation Retirement Savings Plan
 for Salaried Employees and to Participants therein:

We have audited the accompanying statements of net assets available for benefits
of the Rockwell Automation Retirement Savings Plan for Salaried Employees (the
"Plan") as of December 31, 2002 and 2001, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2002 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.

Deloitte & Touche LLP
Milwaukee, Wisconsin
June 13, 2003



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001



                                                    2002               2001
                                               --------------     --------------
                                                            
ASSETS

INVESTMENTS:
   Master Defined Contribution Trust           $2,145,901,562     $2,495,831,220
   Loan Fund                                       29,817,998         38,833,550
                                               --------------     --------------

     Total investments                          2,175,719,560      2,534,664,770
                                               --------------     --------------

TOTAL NET ASSETS AVAILABLE
FOR BENEFITS                                   $2,175,719,560     $2,534,664,770
                                               ==============     ==============


See notes to financial statements.

                                      - 2 -



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                     2002               2001
                                               ----------------   ----------------
                                                            
NET ASSETS AVAILABLE FOR BENEFITS,
   BEGINNING OF YEAR                           $ 2,534,664,770    $ 3,710,660,606
                                               ---------------    ---------------

INCOME:
   (Loss) earnings from investments:
     Net loss in Master Defined
        Contribution Trust                        (150,758,511)      (384,595,973)
     Interest                                        2,665,405          4,328,592
                                               ---------------    ---------------
         Total loss from investments              (148,093,106)      (380,267,381)
                                               ---------------    ---------------

Contributions:
     Employer                                       17,880,550         34,999,488
     Employee                                       58,672,870         89,726,735
                                               ---------------    ---------------

         Total contributions                        76,553,420        124,726,223
                                               ---------------    ---------------
         Total loss                                (71,539,686)      (255,541,158)
                                               ---------------    ---------------

EXPENSES:
   Payments to participants or beneficiaries       288,689,705        708,469,733
   Administrative expenses                           4,375,283          3,038,001
                                               ---------------    ---------------
         Total expenses                            293,064,988        711,507,734
                                               ---------------    ---------------

NET LOSS                                          (364,604,674)      (967,048,892)
                                               ---------------    ---------------

NET TRANSFERS TO (FROM) THE PLAN                     5,659,464       (208,946,944)
                                               ---------------    ---------------

NET DECREASE                                      (358,945,210)    (1,175,995,836)
                                               ---------------    ---------------

NET ASSETS AVAILABLE FOR BENEFITS,
   END OF YEAR                                 $ 2,175,719,560    $ 2,534,664,770
                                               ===============    ===============


See notes to financial statements.

                                      - 3 -



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001

1.       DESCRIPTION OF PLAN

         The following brief description of the Rockwell Automation Retirement
         Savings Plan for Salaried Employees (the "Plan"), formerly named
         Rockwell International Corporation Salaried Retirement Savings Plan, is
         provided for general information purposes only. Participants should
         refer to the Plan document for more complete information.

         a.       General - The Plan is a defined contribution savings plan
                  sponsored by Rockwell Automation, Inc. ("Rockwell"), formerly
                  named Rockwell International Corporation. The Employee Benefit
                  Plan Committee and the Plan Administrator control and manage
                  the operation and administration of the Plan. Wells Fargo,
                  N.A. (the "Trustee") is the Trustee of the Plan. The assets of
                  the Plan are managed by the Trustee and several other
                  investment managers. The Plan is subject to the provisions of
                  the Employee Retirement Income Security Act of 1974 ("ERISA").

                  On June 29, 2001, Rockwell completed the spinoff of its
                  Rockwell Collins avionics and communications business into an
                  independent, separately traded, publicly held company by
                  distributing all of the outstanding shares of Rockwell
                  Collins, Inc. ("Rockwell Collins") to Rockwell's shareowners
                  on the basis of one Rockwell Collins share for each
                  outstanding Rockwell share. Following the spinoff, each of
                  Rockwell Collins and Rockwell has a 50 percent ownership
                  interest in Rockwell Scientific Company LLC (formerly a
                  wholly-owned subsidiary of Rockwell known as Rockwell Science
                  Center). After the spinoff, participants that were employees
                  of Rockwell Collins or Rockwell Scientific Company LLC were
                  allowed to elect to transfer their balances to plans
                  established by their employer. Participant balances in the
                  amount of $296,742,636 and $9,838,781 were transferred to
                  plans of Rockwell Collins and Rockwell Scientific Company LLC,
                  respectively. See Note 5 which describes additional changes to
                  the Plan.

                  Participants may invest in fifteen investment funds and the
                  following stock funds which are specific to the Plan:

                           Stock Fund A (employer contributions) - Invests
                           principally in the common stock of Rockwell but may
                           also hold cash and cash equivalents.

                           Stock Fund B (employee contributions) - Invests
                           principally in the common stock of Rockwell but may
                           also hold cash and cash equivalents.

                           Boeing Stock Fund - Invests principally in the common
                           stock of The Boeing Company but may also hold cash
                           and cash equivalents.

                           ArvinMeritor Stock Fund - Invests principally in the
                           common stock of ArvinMeritor, Inc. but may also hold
                           cash and cash equivalents.

                                      - 4 -



                           Conexant Stock Fund - Invests principally in the
                           common stock of Conexant Systems, Inc. but may also
                           hold cash and cash equivalents.

                           Exxon Mobil Stock Fund - Invests principally in the
                           common stock of Exxon Mobil Corporation but may also
                           hold cash and cash equivalents.

                           Rockwell Collins Stock Fund - Invests principally in
                           the common stock of Rockwell Collins but may also
                           hold cash and cash equivalents.

                           Skyworks Stock Fund - Invests principally in the
                           common stock of Skyworks Solutions, Inc. but may also
                           hold cash and cash equivalents.

                  The Boeing, ArvinMeritor, Conexant, Exxon Mobil, Rockwell
                  Collins, and Skyworks Stock Funds are closed to any additional
                  employer and employee contributions. Any dividends on common
                  stock related to employer contributions received on behalf of
                  these funds are paid to Stock Fund A. Any dividends on common
                  stock related to employee contributions received on behalf of
                  these funds are paid to the Rockwell Stable Value Managed Fund
                  ("stable value fund").

         b.       Participation - The Plan provides that eligible employees
                  electing to become participants may contribute up to a maximum
                  of 16% of base compensation, as defined in the Plan document.
                  Participant contributions can be made either before or after
                  United States federal taxation of a participant's base
                  compensation. However, pre-tax contributions by highly
                  compensated participants are limited to 12% of the
                  participant's base compensation.

                  Rockwell contributes an amount equal to 50% of the first 6% of
                  base compensation for certain participants and 75% of the
                  first 8% of base compensation for all other participants,
                  except for Rockwell Software, Inc. ("Rockwell Software")
                  participants. Rockwell may make a discretionary profit sharing
                  contribution to the Plan on an annual basis on behalf of
                  Rockwell Software participants. With the exception of
                  contributions on behalf of Rockwell Software participants, all
                  Rockwell contributions are made to Stock Fund A. Rockwell
                  Software profit sharing contributions are made to the funds
                  consistent with the participant's investment election for
                  employee contributions to the Plan. Participants who are
                  vested may elect to transfer a portion or all of their
                  holdings in Stock Fund A to one or more of the investment
                  funds.

                  Effective June 1, 2002, the Plan was amended due to the
                  Economic Growth and Tax Relief Reconciliation Act of 2001
                  which made provisions for catch-up contributions to 401(k)
                  plans, to give employees who are age 50 and older the
                  opportunity to save more for retirement. Employees must have
                  been age 50 or have turned age 50 by December 31, 2002 to be
                  eligible to contribute in 2002. The 2002 employee catch-up
                  contribution amount allowed was an additional $1,000 in
                  pre-tax contributions and this amount will increase by $1,000
                  each year until 2006 when it will be $5,000.

         c.       Investment Elections - Participants may elect to have
                  participant contributions made to any of the funds that are
                  available to participant contributions in 1% increments among
                  any or all of these funds. Participants may change such
                  investment elections on a daily basis. If a participant does
                  not have an investment election on file, contributions will be
                  made to the stable value fund.

                                      - 5 -



                  The Plan invests in the stable value fund which invests
                  primarily in guaranteed investment contracts (GICs) and money
                  market investments. The GICs are benefit-responsive and are
                  stated at contract value. The weighted average crediting
                  interest rate for the stable value fund was 5.81% and 6.10% at
                  December 31, 2002 and 2001, respectively.

                  Participants could elect to contribute to a guaranteed return
                  fund which was invested in an insurance contract with the
                  Prudential Insurance Company of America until its expiration
                  on April 2, 2001. The guaranteed return fund contract provided
                  a variable guaranteed annual return to participants for the
                  contract period. The crediting interest rate for the contract
                  was 5.82% at December 31, 2000. The funds invested in the
                  guaranteed return fund contract were automatically transferred
                  into the stable value fund upon its expiration.

         d.       Unit Values - Participants do not own specific securities or
                  other assets in the various funds, but have an interest
                  therein represented by units valued as of the end of each
                  business day. However, voting rights are extended to
                  participants in proportion to their interest in Rockwell
                  common stock held in Stock Fund A and Stock Fund B, as
                  represented by common units. Participants' accounts are
                  charged or credited for Plan earnings or loss from
                  investments, as the case may be, with the number of units
                  properly attributable to each participant.

         e.       Vesting - Each participant is fully vested at all times in the
                  portion of a participant's account that relates to the
                  participant's contributions and earnings thereon. Vesting in
                  the Rockwell contribution portion of participant accounts plus
                  actual earnings thereon is based on years of vesting service.
                  A participant is 100% vested after three years of vesting
                  service. Until a participant reaches three years of vesting
                  service, the participant is not vested in amounts related to
                  Rockwell contributions. As a result of the Rockwell Collins
                  spinoff, plan participants that are employees of Rockwell
                  Collins and Rockwell Scientific Company LLC became fully
                  vested and are classified as divested business employees.

         f.       Loans - A participant may obtain a loan in an amount as
                  defined in the Plan document (not less than $1,000 and not
                  greater than $50,000 reduced by the participant's highest
                  outstanding loan balance during the 12 month period before the
                  date of the loan or 50% of the participant's vested account
                  balance less any outstanding loans) from the balance of the
                  participant's account. Loans are secured by the remaining
                  balance in the participants' account. Interest is charged at a
                  rate equal to the prime rate plus 1%. The loans can be repaid
                  through payroll deductions over terms of 12, 24, 36, 48 and 60
                  months or up to 120 months for the purchase of a primary
                  residence, or repaid in full at any time after a minimum of
                  one month. Payments of principal and interest are credited to
                  the participant's account. Participants may have up to two
                  outstanding loans at a time.

         g.       Forfeitures - When certain terminations of participation in
                  the Plan occur, the nonvested portion of the participant's
                  account represents a forfeiture, as defined in the Plan
                  document. Forfeitures remain in the Plan and subsequently are
                  used to reduce Rockwell's contributions to the Plan. However,
                  if the participant is reemployed and fulfills certain
                  requirements, as defined in the Plan document, the
                  participant's account will be restored.

         h.       Plan Termination - Although Rockwell has not expressed any
                  current intent to terminate the Plan, Rockwell has the
                  authority to terminate or modify the Plan or suspend
                  contributions to the Plan in accordance with ERISA. In the
                  event that the Plan is terminated or contributions by Rockwell
                  are discontinued, each participant's employer contribution
                  account will be fully vested. Benefits under the Plan will be
                  provided solely from the Plan assets.

                                      - 6 -



         i.       Withdrawals and Distributions - Active participants may
                  withdraw certain amounts up to their entire vested interest
                  when the participant attains the age of 59-1/2 or is able to
                  demonstrate financial hardship. Participant vested amounts are
                  payable upon retirement, death or other termination of
                  employment.

                  Prior to March 31, 2001, certain employees of the Control
                  Systems business were allowed to apply their account balance
                  to purchase a contract to provide a life annuity or a reduced
                  monthly annuity benefit with 50% of the amount payable after
                  the participant's death to the participant's spouse at the
                  time the option is elected. If the participant selected the
                  latter option, payments would continue to the spouse until the
                  spouse's death.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.       Valuation of Investments - Investment in the Master Defined
                  Contribution Trust is stated at fair value except for the
                  benefit-responsive GICs, which are stated at contract value
                  (Note 1c). Purchases and sales of securities are recorded on a
                  trade date basis. Interest income is recorded on the accrual
                  basis. Dividends are recorded on the ex-dividend date. The
                  loan fund is stated at cost which approximates fair value.

         b.       Expenses - Plan fees and expenses, including fees and expenses
                  connected with the provision of administrative services by
                  external service providers, are paid from Plan assets.

         c.       Use of Estimates - Estimates and assumptions made by the
                  Plan's management affect the reported amount of assets and
                  liabilities and disclosure of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amounts of increases and decreases to the Plan during
                  the reporting period. Actual results could differ from those
                  estimates.

         d.       Payment of Benefits - Benefits are recorded when paid.

         e.       Risks and Uncertainties - The Plan invests in various
                  investments. Investments, in general, are exposed to various
                  risks, such as interest rate, credit, and overall market
                  volatility. Due to the level of risk associated with certain
                  investments, it is reasonably possible that changes in the
                  values of certain investments will occur in the near term and
                  that such changes could materially affect the amounts reported
                  in the financial statements.

3.       MASTER DEFINED CONTRIBUTION TRUST

         At December 31, 2002 and 2001, with the exception of the participant
         loan fund, all of the Plan's investment assets were held in a Master
         Defined Contribution Trust ("Master Trust") account at Wells Fargo,
         N.A. Use of the Master Trust permits the commingling of the trust
         assets of a number of benefit plans of Rockwell and its subsidiaries
         for investment and administrative purposes. Although assets are
         commingled in the Master Trust, the Trustee maintains supporting
         records for the purpose of allocating the net earnings or loss of the
         investment accounts to the various participating plans.

                                      - 7 -



         The Master Trust investments are valued at fair value at the end of
         each day except for the benefit-responsive GICs, which are valued at
         contract value (Note 1c). If available, quoted market prices are used
         to value investments at fair value. If quoted market prices are not
         available, the fair value of investments is estimated primarily by
         independent investment brokerage firms and insurance companies.

         The net earnings or loss of the accounts for each day are allocated by
         the Trustee to each participating plan based on the relationship of the
         interest of each plan to the total of the interests of all
         participating plans.

         The net assets of the Master Trust at December 31, 2002 and 2001 are
         summarized as follows:



                                                 2002              2001
                                           ----------------  ----------------
                                                       
Cash and equivalents                       $    30,847,729   $    26,896,546
Common stocks                                1,231,983,302     1,517,780,621
Mutual funds                                   305,886,443       375,758,692
Preferred/convertible securities                 3,834,375         3,045,546
Investments in common collective trusts:
   Stable value fund                           583,562,332       558,611,089
   Fidelity U.S. equity index fund              95,486,091       130,249,787
Accrued income                                     586,782           621,155
Pending trades                                   1,175,677          (893,132)
                                           ---------------   ---------------

     Net assets                            $ 2,253,362,731   $ 2,612,070,304
                                           ===============   ===============


         The net loss of the Master Trust for the years ended December 31, 2002
         and 2001 is summarized as follows:



                                                      2002             2001
                                                 --------------   --------------
                                                            
Interest                                         $  34,034,580    $  39,078,134
Dividends                                           33,132,739       44,001,783
Net depreciation in fair value of investments:
   Common stocks                                  (128,658,298)    (398,976,496)
   Mutual funds                                    (58,591,682)     (50,802,436)
   Investments in common collective trusts         (28,283,536)     (21,417,146)
   Other                                            (1,528,742)      (1,797,770)
                                                 -------------    -------------

        Net loss                                 $(149,894,939)   $(389,913,931)
                                                 =============    =============


         The Plan's interest in the total Master Trust, as a percentage of net
         assets held by the Master Trust, was approximately 95% and 96% at
         December 31, 2002 and 2001, respectively. While the Plan participates
         in the Master Trust, the investment portfolio is not ratable among the
         various participating plans. As a result, those plans with smaller
         participation in the common stock funds recognized a disproportionately
         lesser amount of net depreciation in 2002 and 2001.

                                      - 8 -



4.       TAX STATUS

         The Internal Revenue Service has determined and informed Rockwell by
         letter dated October 3, 2002, that the Plan and related trust are
         designed in accordance with applicable sections of the Internal Revenue
         Code (IRC). The Plan Administrator and the Plan's tax counsel believe
         that the Plan is designed and is currently being operated in compliance
         with the applicable provisions of the IRC.

5.       CHANGES IN THE PLAN

         Effective January 1, 2001, certain participants who had accounts in the
         Allen-Bradley predecessor plan as of October 1, 1995 were allowed until
         March 31, 2001 to apply their account balance to purchase a contract to
         provide a life annuity or a reduced monthly annuity benefit with 50% of
         the amount payable after the participant's death to the participant's
         spouse at the time the option is elected. If the participant selected
         the latter option, payments would continue to the spouse until the
         spouse's death.

         Effective April 3, 2001, a plan of K Systems, Inc. (subsidiary acquired
         by Rockwell) merged into the Plan. As a result of this merger,
         participant account balances in the amount of $104,634,739 transferred
         into the Plan. Subsequent to this transaction, these participants
         became classified as employees of Rockwell Collins and were allowed to
         elect to transfer their balances out of the Plan in conjunction with
         Rockwell Collins spinoff.

         Effective June 29, 2001, the Plan was amended to allow the
         implementation of the following modifications: change of Plan name to
         Rockwell Automation Retirement Savings Plan for Salaried Employees,
         discontinuance of contributions to the Plan from and on behalf of
         employees of Rockwell Collins and Rockwell Scientific Company LLC,
         allowance of Plan accounts of employees of Rockwell Collins and
         Rockwell Scientific Company LLC to become fully vested, and the
         creation of the Rockwell Collins Stock Fund.

         Effective October 1, 2001, vested Plan participants may transfer at any
         time a portion or all of Rockwell contribution funds (Stock Fund A) to
         other investment funds within the Plan. This amendment replaces a prior
         amendment effective September 1, 2000, which allowed vested
         participants to transfer one time per calendar year a maximum of 25% of
         the balance held in Stock Fund A to other investment funds within the
         Plan.

         Effective October 1, 2002, participants may choose to receive the
         Rockwell Stock Funds' quarterly dividend either as a cash payment or as
         a reinvestment in their account. Prior to this amendment, participants
         received cash payments.

         On June 25, 2002, Conexant Systems, Inc. ("Conexant") spun off its
         wireless communications business prior to the merger of that business
         with Alpha Industries, Inc., which was subsequently renamed Skyworks
         Solutions, Inc. ("Skyworks"). As a result of the spinoff and the
         merger, Conexant shareholders received 0.351 of a share of Skyworks
         common stock for each outstanding Conexant share. The Plan was amended
         on June 5, 2002, to allow the creation of the Skyworks Stock Fund to
         hold the distributed shares of Skyworks.

                                      - 9 -



6.       SUBSEQUENT EVENTS

         In March 2003, Conexant announced its plan to spinoff to shareholders
         Mindspeed Technologies, Inc., its Internet infrastructure business
         ("Mindspeed"). At the time of spinoff, Conexant shareholders will
         receive one share of Mindspeed for every three shares of Conexant
         common stock held as of record on June 20, 2003.

                                   * * * * * *

                                     - 10 -



ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

FORM 5500, SCHEDULE H, PART IV, LINE 4I -
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 2002



COLUMN A           COLUMN B                   COLUMN C                COLUMN D          COLUMN E

                                      DESCRIPTION OF INVESTMENT
              IDENTITY OF ISSUER,    INCLUDING COLLATERAL, RATE
               BORROWER, LESSOR      OF INTEREST, MATURITY DATE,                         CURRENT
               OR SIMILAR PARTY        PAR OR MATURITY VALUE            COST              VALUE
-----------   -------------------    ---------------------------   ---------------   ---------------
                                                                         
     *        Wells Fargo, N.A.      Master Defined
                                     Contribution Trust            $ 2,132,002,265   $ 2,145,901,562

     *        Various                Participant Loans;
              participants           prime rate plus 1%,
                                     due 2003 to 2012                   29,817,998        29,817,998
                                                                   ---------------   ---------------

              Total investments                                    $ 2,161,820,263   $ 2,175,719,560
                                                                   ===============   ===============


*Party-in-interest

                                      - 11 -



SIGNATURE

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

ROCKWELL AUTOMATION RETIREMENT SAVINGS PLAN
FOR SALARIED EMPLOYEES

By /s/ Roger Freitag
   --------------------------
        Roger Freitag
        Plan Administrator

Date: June 26, 2003

                                      - 12 -