Mail Stop 7010

      November 25, 2005


Mr. Richard H. Fearon
Executive Vice President
Eaton Corporation
Eaton Center
Cleveland, OH  44114-2584

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the quarter ended September 30, 2005
		File No. 1-1396

Dear Mr. Fearon:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.









FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Financial Statements

Statements of Consolidated Cash Flows, page F-8

2. We have reviewed your response to comment 4.  Given that the
other-net line item presented within net cash provided by
operating
activities is approximately 8% of the total net cash provided by
operating activities for 2004, we continue to believe that you
should
breakout this line item into smaller components having more
descriptive titles.  In addition, please show us supplementally
for
each period presented, the amounts comprising this line item.

Statements of Consolidated Shareholders` Equity, page F-9

3. We have reviewed your response to comment 7.  Based on your
response, it is not clear if you intend to disclose the amount of
income taxes for each classification of other comprehensive income
or
only for minimum pension liability.  Please clarify.  If you
intend
to only disclose the amount of income taxes for minimum pension
liability, tell us the amount of income taxes for the other
classifications of other comprehensive income for 2004, 2003, and
2002.  In addition, please tell us the amount of the
reclassification
adjustments related to foreign currency translation adjustments
for
2004, 2003, and 2002.

Lease Commitments, page F-33

4. We have reviewed your response to comment 14.  Please
separately
tell us for each period presented the total amount of minimum
rentals, contingent rentals, and sublease rentals you have in
relation to your operating leases.  Please also provide us with a
summary of the range of purchase options, escalation clauses, and
restrictions imposed by your operating leases.  Please also tell
us
how you concluded that disclosure of this information was not
material.




Business Segment and Geographic Region Information, page F-34

5. We have reviewed your response to comment 18.  Please show us
your
proposed disclosure regarding the types of amounts that are
included
in the other corporate expenses-net line item.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page F-40

Results of Operations - 2004 Compared to 2003, page F-42

Results by Business Segment, page F-45

6. We have reviewed your response to comment 21.  We continue to
believe you should discuss in greater detail the business reasons
for
the changes between periods in sales and operating profit of each
of
your segments.  In doing so, please disclose the amount of each
significant change in line items between periods and the business
reasons for it.  In circumstances where there is more than one
business reason for the change, attempt to quantify the
incremental
impact of each individual business reason discussed on the overall
change in the line item.  Please show us what your revised MD&A
for
2004 as compared to 2003 will look like.  See Item 303(a)(3) of
Regulation S-K and Financial Reporting Codification 501.04.

Market Risk Disclosure and Contractual Obligations, page F-53

7. We have reviewed your response to comment 22.  Please show us
your
revised table of contractual obligations, as well as your proposed
disclosure regarding any assumptions you made to derive the
estimated
interest payments on your debt and payments you are obligated to
make
under your interest rate swap agreements.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, to the undersigned at (202) 551-3769.

							Sincerely,



							Rufus Decker
							Accounting Branch Chief


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Mr. Richard H. Fearon
Eaton Corporation
November 25, 2005
Page 1 of 4




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE