S-8

As Filed with the Securities and Exchange Commission on June 29, 2004

Registration No. 333-               

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

The Securities Act of 1933

EATON CORPORATION
(Exact name of issuer as specified in its charter)

Ohio	34-0196300
(State of Incorporation)	(IRS Employer Identification No.)

Eaton Center, Cleveland, Ohio 44114
(Address of principal executive offices)

EATON CORPORATION DEFERRED INCENTIVE COMPENSATION PLAN

(Full Title of Plan)

E. R. Franklin, Vice President and Secretary
Eaton Center, Cleveland, Ohio 44114
(Name and address of agent for service)

Telephone number, including area code,
of agent for service: (216) 523-4103

CALCULATION OF REGISTRATION FEE

			Proposed	Proposed
Title of			Maximum	Maximum
Securities	Amount		Offering	Aggregate	Amount of
to be	to be		Price	Offering	Registration
Registered	Registered		Per Share	Price(1)	Fee
Common Shares with a par value of $.50 each		750,000	N/A	$46,256,250	$	5,860.67

     (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (based on the average of the high and low trading prices of $61.675 per share on June 22, 2004)

TABLE OF CONTENTS

	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 23 - CONSENT
EXHIBIT 24 - POWER OF ATTORNEY

Page 1

Pursuant to Instruction E to Form S-8, the information contained in registration Statement No. 333-35946 is hereby incorporated by reference into this Registration Statement, except as set forth below under Item 8.

Item 8.	Exhibits
	See List of Exhibits at page 3.

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 29th day of June, 2004.

EATON CORPORATION
By	/s/ 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.

Name	Title	Date
*	Chairman and Chief Executive	June 29, 2004
	Officer; Principal Executive
Alexander M. Cutler	Officer; Director
*	Executive Vice President - Chief
	Financial and Planning Officer;
Richard H. Fearon	Principal Financial Officer

Page 2

*	Vice President and Controller;
	Principal Accounting Officer
Billie K. Rawot
*	Director
Michael J. Critelli
*	Director
Ned C. Lautenbach
*	Director
Deborah L. McCoy
*	Director
John R. Miller
*	Director
Gregory R. Page
*	Director
Kiran M. Patel
*	Director
Victor A. Pelson
*	Director
Gary L. Tooker

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

      Page 3

EXHIBIT INDEX

Exhibit Number
23	Consent of Ernst & Young LLP.
24	Power of Attorney.

  EX-23 2 l08166aexv23.txt EXHIBIT 23 - CONSENT Page 4 EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_______________) pertaining to the Eaton Corporation Deferred Incentive Compensation Plan of our report dated January 20, 2004 (except for the note titled "Two-for-One Stock Split", as to which the date is February 23, 2004), with respect to the consolidated financial statements of Eaton Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP Cleveland, Ohio June 29, 2004 EX-24 3 l08166aexv24.txt EXHIBIT 24 - POWER OF ATTORNEY Page 5 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, MARK HENNESSEY OR DAVID M. O'LOUGHLIN 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 plans: Eaton Corporation Deferred Incentive Compensation 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, 2004. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 25th day of February, 2004. /s/ Alexander M. Cutler /s/ 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 /s/ Billie K. Rawot /s/ Michael J. Critelli - ------------------------------ -------------------------------- Billie K. Rawot, Michael J. Critelli, Director Vice President and Controller; Principal Accounting Officer /s/ Ned C. Lautenbach /s/ Deborah L. McCoy - ------------------------------ -------------------------------- Ned C. Lautenbach, Director Deborah L. McCoy, Director /s/ John R. Miller /s/ Gregory Page - ------------------------------ -------------------------------- John R. Miller, Director Gregory R. Page, Director /s/ Kiran M. Patel /s/ Victor A. Pelson - ------------------------------ -------------------------------- Kiran M. Patel, Director Victor A. Pelson, Director /s/ Gary L. Tooker - ------------------------------ Gary L. Tooker, Director -----END PRIVACY-ENHANCED MESSAGE-----

EX-23

Page 4

                                                                      EXHIBIT 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-_______________) pertaining to the Eaton Corporation Deferred
Incentive Compensation Plan of our report dated January 20, 2004 (except for the
note titled "Two-for-One Stock Split", as to which the date is February 23,
2004), with respect to the consolidated financial statements of Eaton
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 2003, filed with the Securities and Exchange Commission.





                                                            /s/ERNST & YOUNG LLP

Cleveland, Ohio
June 29, 2004

EX-24

Page 5                                                                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, MARK HENNESSEY OR DAVID M.
O'LOUGHLIN 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
plans:

                                Eaton Corporation
                      Deferred Incentive Compensation 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, 2004.

     IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland,
Ohio, this 25th day of February, 2004.


 /s/ Alexander M. Cutler             /s/ 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



 /s/ Billie K. Rawot                 /s/ Michael J. Critelli
- ------------------------------      --------------------------------
Billie K. Rawot,                    Michael J. Critelli, Director
Vice President and Controller;
Principal Accounting Officer



 /s/ Ned C. Lautenbach               /s/ Deborah L. McCoy
- ------------------------------      --------------------------------
Ned C. Lautenbach, Director         Deborah L. McCoy, Director



 /s/ John R. Miller                  /s/ Gregory Page
- ------------------------------      --------------------------------
John R. Miller, Director            Gregory R. Page, Director











 /s/ Kiran M. Patel                  /s/ Victor A. Pelson
- ------------------------------      --------------------------------
Kiran M. Patel, Director            Victor A. Pelson, Director



 /s/ Gary L. Tooker
- ------------------------------
Gary L. Tooker, Director