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