SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rule 13d-1 and 13d-2
(Amendment No. 9 )
ROCKWELL INTERNATIONAL CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
774347-108
(CUSIP number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
1) 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).
<PAGE>
CUSIP NO. 774347108 SCHEDULE 13G PAGE 2 OF 5 PAGES
1) Names of Reporting Persons: First Interstate Bancorp
S.S. or I.R.S. Identification Nos. of Above Persons: 95-1418530
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of Shares
Beneficially
Owned by Each
Reporting Person
With<PAGE>
(5) Sole Voting Power: 35,182
(6) Shared Voting Power: 57,273,628
(7) Sole Dispositive Power: 0
(8) Shared Dispositive Power: 244,390
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
57,273,628
10) Check here if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11) Percent of Class Represented by Amount in Row 9: 31.60%
12) Type of Reporting Person (See Instructions): HC
<PAGE>
CUSIP NO. 774347108 SCHEDULE 13G PAGE 3 OF 5 PAGES
Item 1(a). Name of Issuer: Rockwell International Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
2201 Seal Beach Blvd.
Seal Beach, CA 90740-8250
Item 2(a). Name of Person Filing: First Interstate Bancorp
Item 2(b). Address of Principal Business Office or, if none,
residence: 633 West 5th Street, Los Angeles, California
90071
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 774347-108
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act;
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940;
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F);
(g) [X] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); See Item 7;
(h) [ ] Group, in accordance with Rule 13-
d1(b)(1)(ii)(H).
<PAGE>
CUSIP NO. 774347108 SCHEDULE 13G PAGE 4 OF 5 PAGES
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described
in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which
there is a right to acquire.
(a) Account Beneficially Owned: 57,273,628
(b) Percent of Class: 31.60%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 35,182
(ii) shared power to vote or to direct the vote: 57,273,628
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the
disposition of: 244,390
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1).
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 person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ ].
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of a Group.
Inapplicable.
<PAGE>
CUSIP NO. 774347108 SCHEDULE 13G PAGE 5 OF 5 PAGES
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 purpose 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: February 10, 1995
Signature: By: Harry Greenberg
Name/Title: Harry Greenberg
Vice President
First Interstate Bancorp
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the
filing person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
