S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EATON CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	34-0196300
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

Eaton Center, Cleveland, Ohio 44114

(Address of principal executive offices)

EATON SAVINGS PLAN

(Full title of the plan)

E. R. Franklin, Vice President and Secretary, Eaton Center, Cleveland, Ohio 44114

(Name and address of agent for service)

(216) 523-4103

(Telephone number, including area code of, agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed maximum	Proposed maximum
Title of securities	Amount to be		offering price per	aggregate offering		Amount of
to be registered	registered		share	price(1)		registration fee
Common Shares, par value of $.50 per share of Eaton Corporation		9,000,000	N/A	$	536,400,000	$	63,134.28
Plan Participants	Indeterminate		N/A		N/A		N/A

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of $59.60, the average of the high and low trading prices of Eaton Common Shares on June 10, 2005.
(2)	Pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan referenced above.

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Pursuant to Instruction E to Form S-8, the information contained in Registration Statement No. 333-03599 is hereby incorporated by reference into this Registration Statement, except as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference
	The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
	The description of Eaton’s Common Shares contained in the Registration Statement on Form S-3, File No. 333-74355 filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended, on March 12, 1999.
Item 5.	Interests of Named Experts and Counsel
	J. Robert Horst, Vice President and General Counsel of the Company, who has passed on the legality of the Eaton Common Shares covered by this Registration Statement, is a shareholder of the Company.
Item 8.	Exhibits
	See list of exhibits at page 5.
Item 9.	Undertakings
	(a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished

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to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15th day of June, 2005.

EATON CORPORATION
By	E. R. Franklin
	E. R. Franklin
	Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Alexander M. Cutler *	Chairman and Chief Executive Officer; President; Principal Executive Officer; Director	June 15, 2005
Richard H. Fearon *	Executive Vice President — Chief Financial and Planning Officer; Principal Financial Officer	June 15, 2005
Billie K. Rawot *	Vice President and Controller; Principal Accounting Officer	June 15, 2005
Michael J. Critelli *	Director	June 15, 2005
Ernie Green *	Director	June 15, 2005
Ned C. Lautenbach *	Director	June 15, 2005
Deborah L. McCoy *	Director	June 15, 2005
John R. Miller *	Director	June 15, 2005
Gregory R. Page *	Director	June 15, 2005
Kiran M. Patel *	Director	June 15, 2005
Victor A. Pelson *	Director	June 15, 2005
Gary L. Tooker *	Director	June 15, 2005

*By	David M. O’Loughlin
	David M. O’Loughlin, Attorney-in-Fact
	for the Officers and Directors
	signing in the capacities indicated

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EXHIBIT INDEX

Exhibit
Number
4(a)	Amended Articles of Incorporation of Eaton Corporation (filed as Exhibit 3(i) to Form 8-K report dated May 19, 1994 and incorporated herein by reference).
4(b)	Amended Regulations of Eaton Corporation (filed as Exhibit (a)(3)(a) to Form 10-Q report for the period ended June 30, 2002 and incorporated herein by reference).
5	Opinion of J. Robert Horst, Vice President and General Counsel, as to the validity of the Common Shares registered.
23(a)	Consent of Ernst & Young LLP.
23(b)	Consent of J. Robert Horst, Vice President and General Counsel of Eaton Corporation (contained in his opinion filed as Exhibit 5 to this Registration Statement).
24	Power of Attorney.

EX-5

EXHIBIT 5

June 15, 2005

Eaton Corporation
Eaton Center
Cleveland, Ohio 44114

Re:	Eaton Corporation Form S-8 Registration Statement
	Eaton Corporation Incentive Compensation Deferral Plan II (“Plan”)

Ladies and Gentlemen:

Eaton Corporation (“Eaton”) is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended, of 9,000,000 Eaton common shares with a par value of $.50 each (“Common Shares”) to be issued from time to time under the Plan.

Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement. This opinion is provided in satisfaction of those requirements as it relates to the Registration Statement.

I have examined such records and documents, and obtained such other information, as I have deemed advisable in order to render this opinion.

As a result of the foregoing, I am of the opinion that:

      (1) Eaton is a corporation validly organized and existing and in good standing under the laws of the State of Ohio.

      (2) Eaton is authorized to issue 300,000,000 Common Shares, of which 175,522,110 Common Shares were issued and outstanding as of May 31, 2005. When issued, the Common Shares, which are the subject of the Registration Statement, will be legally issued, fully paid and non-assessable.

I hereby consent to the use and filing of this opinion in connection with the Registration Statement.

Very truly yours,

J. Robert Horst
J. R. Horst
Vice President
	and General Counsel

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement pertaining to the Eaton Savings Plan of our reports (a) dated February 11, 2005, with respect to the consolidated financial statements of Eaton Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2004, Eaton Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Eaton Corporation; and (b) dated June 4, 2004, with respect to the financial statements and schedule of the Eaton Savings Plan included in the Plan’s Annual Report (Form 11-K), for the year ended December 31, 2003, both filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Cleveland, Ohio
June 15, 2005

EX-24

EXHIBIT 24

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint, J. ROBERT HORST, EARL R. FRANKLIN, KATHLEEN A. WEIGAND, DAVID M. O’LOUGHLIN or LIZBETH L. WRIGHT his or her true and lawful attorney, for him or her and in his or her name, place and stead to affix, as attorney-in-fact, his or her signature as director or officer or both, as the case may be, of Eaton Corporation, an Ohio corporation (the “Corporation”), to any and all registration statements and any amendments thereto filed with the Securities and Exchange Commission for the purpose of registering the Corporation’s Common Shares and/or participation interests issuable or issued in connection with the following employee benefit plan:

Eaton Savings Plan

giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

      This Power of Attorney shall not apply to any registration statement or amendment filed after December 31, 2005.

      IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 27th day of April, 2005.

Alexander M. Cutler	Richard H. Fearon
Alexander M. Cutler, Chairman	Richard H. Fearon,
and Chief Executive Officer;	Executive Vice President—Chief
President; Principal Executive	Financial and Planning Officer;
Officer; Director	Principal Financial Officer
Billie K. Rawot	Michael J. Critelli
Billie K. Rawot,	Michael J. Critelli, Director
Vice President and Controller;
Principal Accounting Officer
Ernie Green	Ned C. Lautenbach
Ernie Green, Director	Ned C. Lautenbach, Director
Deborah L. McCoy	John R. Miller
Deborah L. McCoy, Director	John R. Miller, Director
Gregory R. Page	K. M. Patel
Gregory R. Page, Director	Kiran M. Patel, Director
Victor A. Pelson	Gary L. Tooker
Victor A. Pelson, Director	Gary L. Tooker, Director