SecProbe.io

Mail Stop 6010
   January 30, 2008

Theodore D. Crandall Senior Vice President and Chief Financial Officer Rockwell Automation, Inc. 1201 South 2nd Street Milwaukee, WI  53204
Re: Rockwell Automation, Inc.  Annual Report on Form 10-K for the fiscal year ended September 30, 2007  File No. 001-12383
 Dear Mr. Crandall:
We have limited our review of your filing to  those issues we have addressed in our
comment.  Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment or any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Part III.  Item 11.  Executive Compensation, page 80

1. We note your disclosure under "Annual Ince ntive Compensation" beginning on page 20
of your proxy statement that payouts were ma de to named executive officers under your
incentive compensation plan based in part  on the achievement of a $3.70 earnings per
share (EPS) target established early in fi scal 2007.  We understand from footnote (3) on
page 22 of your proxy statement that in determining that diluted EPS was $3.96 for
purposes of incentive compensation, your  Compensation Committee increased your
$3.53 diluted EPS on a GAAP basis by $.17 to account for special charges and by $.26 to account for operating results from a discontinue d business.  It is not clear, however,
whether your Compensation Committee consid ered the share repurchases you conducted
over the course of fiscal 2007 in determining whether the $3.70 EPS target was satisfied.  In your future filings, as applicable, pleas e discuss and analyze how share repurchases
factored into the Compensation Committee's determinations as to whether EPS targets were met.

Theodore D. Crandall
Rockwell Automation, Inc. January 30, 2008 Page 2
*  *  *  *  *

Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Please contact Joe McCann at (202) 551- 6262 or me at (202) 551-3635 with any
questions.
  Sincerely,     Tim Buchmiller
 Senior Attorney
 cc (via fax): Douglas M. Hagerman, Esq.