Exhibit 23-c



                               CONSENT OF COUNSEL

         We hereby consent to the reference to this firm and to the inclusion of
the  summary  of  our  opinion  under  the  caption  "Tax  Consequences"  in the
Prospectus related to this registration  statement on Form S-8 filed by Rockwell
International  Corporation in respect of the Rockwell International  Corporation
2000 Long-Term Incentives Plan.


                                                    CHADBOURNE & PARKE LLP




30 Rockefeller Plaza
New York, New York 10112
June 2, 2000