February 1, 2017
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: John Dana Brown
Re: Rockwell Collins, Inc.
Registration Statement on Form S-4
Filed November 23, 2016
File No. 333-214774
Dear Mr. Brown:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Rockwell Collins, Inc. respectfully requests that the effective date of its Registration Statement on Form S-4 (File No. 333-214774) be accelerated by the Securities and Exchange Commission to February 3, 2017 at 12:00 p.m., Eastern Time, or as soon as practicable thereafter.
Please contact Richard Witzel of Skadden, Arps, Slate, Meagher & Flom LLP at (312) 407-0784 with any questions you may have regarding this request. In addition, please notify Mr. Witzel by telephone when this request for acceleration has been granted.
[Signature page follows]
| Very truly yours, |
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| /s/ Robert J. Perna |
| Robert J. Perna |
| Senior Vice President, |
| General Counsel and Secretary |
cc: Charles W. Mulaney, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
Richard C. Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
[Signature page to Rockwell Collins S-4 Effectiveness Request]