UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Rockwell International Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
773903109
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
13G
CUSIP NO. 773903109
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo & Company
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (5) SOLE VOTING POWER
SHARES 233,823
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 36,972,971
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 51,854
PERSON (8) SHARED DISPOSITIVE POWER
WITH 37,159,455
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,221,354
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6%
12) TYPE OF REPORTING PERSON
HC
13G
CUSIP NO. 773903109
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo Bank, N.A.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 164,958
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 36,972,971
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
PERSON (8) SHARED DISPOSITIVE POWER
WITH 37,152,489
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,152,489
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6%
12) TYPE OF REPORTING PERSON
BK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DISCLAIMER: Information in this Schedule 13G is provided solely for
the purpose of complying with Sections 13(d) and 13(g) of the Act and
regulations promulgated thereunder, and is not to be construed as an
admission that Wells Fargo & Company or any of its subsidiaries is the
beneficial owner of the securities covered by this Schedule 13G for any
purpose whatsoever.
Item 1(a) Name of Issuer:
Rockwell International Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
600 Anton Boulevard, Suite 700
Costa Mesa, CA 92626-7147
Item 2(a) Name of Person Filing:
1. Wells Fargo & Company
2. Wells Fargo Bank, N.A.
Item 2(b) Address of Principal Business Office:
1. Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
2. Wells Fargo Bank, N.A.
343 Sansome Street, 3rd Floor
San Francisco, California 94163
Item 2(c) Citizenship:
1. Wells Fargo & Company: Delaware
2. Wells Fargo Bank, N.A.: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
773903109
Item 3 The person filing is a:
1. Wells Fargo & Company: Parent Holding Company in
accordance with 240.13d-1(b)(1)(ii)(G)
2. Wells Fargo Bank, N.A.: Bank as defined in Section
3(a)(6) of the Act
Item 4 Ownership:
See Items 5-11 of each cover page
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
beneficial owners of more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Attachment A
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
Date: March 22, 1999
WELLS FARGO & COMPANY
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
ATTACHMENT A
The Schedule 13G to which this attachment is appended is filed by Wells
Fargo & Company on behalf of the following subsidiaries:
Wells Fargo Bank, N.A.(1)
Norwest Bank Arizona, N.A(1)
Norwest Bank Colorado, N.A.(1)
Norwest Bank Illinois, N.A.(1)
Norwest Bank Indiana, N.A.(1)
Norwest Bank Iowa, N.A.(1)
Norwest Bank Minnesota, N.A.(1)
Norwest Bank Minnesota North, N.A.(1)
Norwest Bank Montana, N.A.(1)
Norwest Bank Nebraska, N.A.(1)
Norwest Bank South Dakota, N.A.(1)
Norwest Bank Wisconsin, N.A.(1)
__________________
(1) Classified as a bank in accordance with Regulation 13d-
1(b)(1)(ii)(B).
