As Filed with the Securities and Exchange Commission on July 7,
1995


                                             Registration No. 33-

                                                                      
                                                                      
 
 
                  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 1995 STOCK PLAN
 
                         (Full Title of Plan)
 
                                           
 
                      E. R. Franklin, 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
 
<PAGE>
Continuation of facing page
 
 
                   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     5,000,000   N/A        $288,125,000   $99,353.45
                                                                      
                                                                      
 
 
 (1)     Estimated solely for the purpose of calculating the registration
         fee using the average of the high and low prices on the New York
         Stock Exchange list of composite transactions of $57.625 per share
         on June 30, 1995.
 
                                   
 
<PAGE>
Page S-1
 
                               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:
 
 (a)     The Company's annual report on Form 10-K for the year ended
         December 31, 1994.
 
 (b)     The Company's quarterly report on Form 10-Q for the quarter ended
         March 31, 1995.
 
 (c)     The Company's current report on Form 8-K dated June 5, 1995.
 
    All reports and other documents subsequently filed by the Company
 pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act
 of 1934, as amended, prior to the filing of a post-effective
 amendment which indicates that all securities offered hereby have
 been sold or which deregisters all securities remaining unsold, shall
 be deemed to be incorporated by reference herein and to be part
 hereof from the date of the filing of such reports and documents.
 
 
 Item 4. Description of Securities.
 
         Not applicable.
 
 
 Item 5. Interests of Named Experts and Counsel.
 
         None.
 
 
 Item 6. Indemnification of Directors and Officers.
 
    Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants
 each corporation organized under the laws of the State of Ohio, such
 as Eaton, power to indemnify its directors, officers and other
 specified persons.  Provisions relating to indemnification of
 directors and officers of Eaton and other specified persons have been
 adopted pursuant to the Ohio law and are contained in Article IV,
 Section 2 of Eaton's Amended Regulations.  Under the Amended
 Regulations, Eaton shall indemnify any director, officer or other
 specified person against expenses (including attorneys' fees),
 judgments, fines and amounts paid in settlement actually and
 reasonably incurred by him or her by reason of the fact that he is or
 was such director, officer or other specified person, to the full
 extent permitted by applicable law.  The foregoing statement is
 subject to, and only part of, the detailed provisions of the Ohio
 Revised Code and Eaton's Amended Regulations referred to herein.
 
    The Company has entered into Indemnification Agreements with all
 
<PAGE>
Page S-2
 
 of its officers and directors.  The Agreements provide that the
 Company shall indemnify such directors or officers to the full extent
 permitted by law against expenses actually and reasonably incurred by
 them in connection with any claim filed against them by reason of
 anything done or not done by them in such capacity.  The Agreements
 also require the Company to maintain director and officer insurance
 which is no less favorable to the director and officer than the
 insurance in effect on April 27, 1988 (the date of the Agreements),
 and to establish and maintain an escrow account of up to $10 million
 to fund the Company's obligations under the Agreements, except that the
 Company is required to fund the escrow only upon the occurrence of a
 change of control of the Company, as defined under the Agreements.
 
    Eaton also maintains insurance coverage for the benefit of
 directors and officers with respect to many types of claims that may
 be made against them, some of which claims may be in addition to
 those described in Section 2 of Article IV of the Amended
 Regulations.
 
 
 Item 7. Exemption from Registration Claimed.
 
         Not applicable.
 
 
 Item 8. Exhibits
 
         See List of Exhibits at page S-6.
 
 
 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, represents a fundamental change
     in the information set forth in the registration statement; and
 
           (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

<PAGE> 
Page S-3
 
    Form S-8, and the information required to be included in a
    post-effective amendment by those paragraphs is contained in
    periodic reports filed 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.
 
         (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
    provisions described in Item 6 above, 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 against such
    liabilities (other than the payment by the registrant of expenses
    incurred or paid 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.





<PAGE>
Page S-4                                
                                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 or her Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on the 6th day of July, 1995.

                                  EATON CORPORATION


                                  By  /s/ G. L. Gherlein             
                                     G. L. Gherlein
                                     Executive Vice President
                                     and General Counsel

         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      July 6,1995
   William E. Butler        Officer; Principal Executive
                            Officer; Director

          *                 President and Chief Operating     July 6,1995
   John S. Rodewig          Officer - Vehicle Components;
         Director

          *                 Vice Chairman and Chief           July 6,1995
   Stephen R. Hardis        Financial and Administrative
                            Officer; Principal Financial
                            Officer; Director

          *                 Executive Vice President and      July 6,1995
   Alexander M. Cutler      Chief Operating Officer -
                            Controls; Director

          *                 Vice President - Accounting;      July 6,1995
   Ronald L. Leach          Principal Accounting Officer

          *                 Director                          July 6,1995
   Neil A. Armstrong

          *                 Director                          July 6,1995
   Phyllis B. Davis


<PAGE>
Page S-5




          *                     Director                      July 6,1995
   Ernie Green

          *                     Director                      July 6,1995
   Charles E. Hugel

          *                     Director                      July 6,1995
    John R. Miller

          *                     Director                      July 6,1995
   Furman C. Moseley

          *                     Director                      July 6,1995
  A. William Reynolds

          *                     Director                      July 6,1995
     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>
Page S-6
                          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-K report for the year
          ended December 31, 1994 and incorporated by
          reference.

   5      Opinion of G. L. Gherlein, Executive 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 G. L. Gherlein, Executive Vice President
          and General Counsel of Eaton Corporation, is
          contained in his opinion filed as Exhibit 5 to this
          Registration Statement.

  24      Power of Attorney.




<PAGE>
Page S-7




                                        Exhibit 5





July 6, 1995

Eaton Corporation
Eaton Center
Cleveland, Ohio  44114

Re: Eaton Corporation Form S-8 Registration Statement --Eaton
    1995 Stock Plan ("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 5,000,000 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 if the securities are original issue
shares.  This opinion is provided in satisfaction of that
requirement as it relates to the Registration Statement.

I have examined the following:

    A.  A copy of Eaton's current Amended Articles of
Incorporation and Amended Regulations.

    B.  The records of the proceedings incorporating Eaton under
the laws of the State of Ohio, records of other proceedings and
public officials concerning the present status of Eaton as a
corporation and records of the proceedings of Eaton's Board of
Directors and shareholders concerning authorization of Common
Shares and approval of the Plan.

I have examined such other 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.


<PAGE>
Page S-8




    (2)  Eaton is authorized to issue 300,000,000 Common Shares,
of which 77,832,419 Common Shares were issued and outstanding as
of March 31, 1995.  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,

/s/ Gerald L, Gherlein

Gerald L. Gherlein,
Executive Vice President
  and General Counsel




<PAGE>
Page S-9

                           Exhibit 23(a)

                 CONSENT OF INDEPENDENT AUDITORS


    We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) and related
Prospectus of Eaton Corporation for the registration of 5 million
Common Shares and to the incorporation by reference therein of
our report dated January 27, 1995, with respect to the
consolidated financial statements of Eaton Corporation included
in its Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission.




                                            ERNST & YOUNG LLP


Cleveland, Ohio
July 6, 1995




<PAGE>
Page S-10



                       POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS:  That each person whose name
is signed hereto has made, constituted and appointed, and by
these presents does hereby make, constitute and appoint, GERALD
L. GHERLEIN, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M.
O'LOUGHLIN OR JANE W. GRISWOLD 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 amendments thereto filed with the Securities and
Exchange Commission with respect to 5,000,000 Common Shares of
the Corporation issuable upon the exercise of stock options or
stock appreciation rights or granted as performance shares or
other share-based awards under the Eaton 1995 Stock 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, 1995.

    IN WITNESS WHEREOF, this Power of Attorney has been signed
at Beverly, Massachusetts this 28th day of June, 1995.




   /s/William E. Butler               /s/Alexander M. Cutler   
William E. Butler, Chairman        Alexander M. Cutler,
and Chief Executive Officer;       Executive Vice President and
Principal Executive Officer;       Chief Operating Officer -
Director                           Controls; Director

   /s/Stephen R. Hardis              /s/John S. Rodewig       
Stephen R. Hardis,                 John S. Rodewig, President
Vice Chairman and Chief            and Chief Operating Officer - 
Financial and Administrative       Vehicle Components; 
Officer; Principal Financial       Director
Officer; Director






<PAGE>

   /s/Ronald L. Leach                 /s/John R. Miller     
Ronald L. Leach,                   John R. Miller, Director
Vice President - Accounting;
Principal Accounting Officer



  /s/Neil A. Armstrong                /s/Furman C. Moseley     
Neil A. Armstrong, Director        Furman C. Moseley, Director



   /s/Phyllis B. Davis                /s/Victor A. Pelson    
Phyllis B. Davis, Director         Victor A. Pelson, Director



   /s/Ernie Green                     /s/A. William Reynolds   
Ernie Green, Director              A. William Reynolds, Director



   /s/Charles E. Hugel                /s/Gary L. Tucker     
Charles E. Hugel, Director         Gary L. Tooker, Director
[{"type": "S-8", "sequence": "1", "description": "S-8 DOCUMENT", "secsgml_size_bytes": 19825}]
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As Filed with the Securities and Exchange Commission on July 7,
1995

                                             Registration No. 33-

                                                                      
                                                                      
 
 
                  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 1995 STOCK PLAN
 
                         (Full Title of Plan)
 
                                           
 
                      E. R. Franklin, 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
Continuation of facing page
 
 
                   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     5,000,000   N/A        $288,125,000   $99,353.45
                                                                      
                                                                      
 
 
 (1)     Estimated solely for the purpose of calculating the registration
         fee using the average of the high and low prices on the New York
         Stock Exchange list of composite transactions of $57.625 per share
         on June 30, 1995.
Page S-1
 
                               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:
 
 (a)     The Company's annual report on Form 10-K for the year ended
         December 31, 1994.
 
 (b)     The Company's quarterly report on Form 10-Q for the quarter ended
         March 31, 1995.
 
 (c)     The Company's current report on Form 8-K dated June 5, 1995.
 
    All reports and other documents subsequently filed by the Company
 pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act
 of 1934, as amended, prior to the filing of a post-effective
 amendment which indicates that all securities offered hereby have
 been sold or which deregisters all securities remaining unsold, shall
 be deemed to be incorporated by reference herein and to be part
 hereof from the date of the filing of such reports and documents.
 
 
 Item 4. Description of Securities.
 
         Not applicable.
 
 
 Item 5. Interests of Named Experts and Counsel.
 
         None.
 
 
 Item 6. Indemnification of Directors and Officers.
 
    Paragraph (E) of Section 1701.13 of the Ohio Revised Code grants
 each corporation organized under the laws of the State of Ohio, such
 as Eaton, power to indemnify its directors, officers and other
 specified persons.  Provisions relating to indemnification of
 directors and officers of Eaton and other specified persons have been
 adopted pursuant to the Ohio law and are contained in Article IV,
 Section 2 of Eaton's Amended Regulations.  Under the Amended
 Regulations, Eaton shall indemnify any director, officer or other
 specified person against expenses (including attorneys' fees),
 judgments, fines and amounts paid in settlement actually and
 reasonably incurred by him or her by reason of the fact that he is or
 was such director, officer or other specified person, to the full
 extent permitted by applicable law.  The foregoing statement is
 subject to, and only part of, the detailed provisions of the Ohio
 Revised Code and Eaton's Amended Regulations referred to herein.
 
    The Company has entered into Indemnification Agreements with all
Page S-2
 
 of its officers and directors.  The Agreements provide that the
 Company shall indemnify such directors or officers to the full extent
 permitted by law against expenses actually and reasonably incurred by
 them in connection with any claim filed against them by reason of
 anything done or not done by them in such capacity.  The Agreements
 also require the Company to maintain director and officer insurance
 which is no less favorable to the director and officer than the
 insurance in effect on April 27, 1988 (the date of the Agreements),
 and to establish and maintain an escrow account of up to $10 million
 to fund the Company's obligations under the Agreements, except that the
 Company is required to fund the escrow only upon the occurrence of a
 change of control of the Company, as defined under the Agreements.
 
    Eaton also maintains insurance coverage for the benefit of
 directors and officers with respect to many types of claims that may
 be made against them, some of which claims may be in addition to
 those described in Section 2 of Article IV of the Amended
 Regulations.
 
 
 Item 7. Exemption from Registration Claimed.
 
         Not applicable.
 
 
 Item 8. Exhibits
 
         See List of Exhibits at page S-6.
 
 
 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, represents a fundamental change
     in the information set forth in the registration statement; and
 
           (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
Page S-3
 
    Form S-8, and the information required to be included in a
    post-effective amendment by those paragraphs is contained in
    periodic reports filed 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.
 
         (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
    provisions described in Item 6 above, 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 against such
    liabilities (other than the payment by the registrant of expenses
    incurred or paid 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.
Page S-4                                
                                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 or her Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on the 6th day of July, 1995.

                                  EATON CORPORATION

                                  By  /s/ G. L. Gherlein             
                                     G. L. Gherlein
                                     Executive Vice President
                                     and General Counsel

         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      July 6,1995
   William E. Butler        Officer; Principal Executive
                            Officer; Director

          *                 President and Chief Operating     July 6,1995
   John S. Rodewig          Officer - Vehicle Components;
         Director

          *                 Vice Chairman and Chief           July 6,1995
   Stephen R. Hardis        Financial and Administrative
                            Officer; Principal Financial
                            Officer; Director

          *                 Executive Vice President and      July 6,1995
   Alexander M. Cutler      Chief Operating Officer -
                            Controls; Director

          *                 Vice President - Accounting;      July 6,1995
   Ronald L. Leach          Principal Accounting Officer

          *                 Director                          July 6,1995
   Neil A. Armstrong

          *                 Director                          July 6,1995
   Phyllis B. Davis
Page S-5

          *                     Director                      July 6,1995
   Ernie Green

          *                     Director                      July 6,1995
   Charles E. Hugel

          *                     Director                      July 6,1995
    John R. Miller

          *                     Director                      July 6,1995
   Furman C. Moseley

          *                     Director                      July 6,1995
  A. William Reynolds

          *                     Director                      July 6,1995
     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 S-6
                          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-K report for the year
          ended December 31, 1994 and incorporated by
          reference.

   5      Opinion of G. L. Gherlein, Executive 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 G. L. Gherlein, Executive Vice President
          and General Counsel of Eaton Corporation, is
          contained in his opinion filed as Exhibit 5 to this
          Registration Statement.

  24      Power of Attorney.
Page S-7

                                        Exhibit 5

July 6, 1995

Eaton Corporation
Eaton Center
Cleveland, Ohio  44114

Re: Eaton Corporation Form S-8 Registration Statement --Eaton
    1995 Stock Plan ("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 5,000,000 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 if the securities are original issue
shares.  This opinion is provided in satisfaction of that
requirement as it relates to the Registration Statement.

I have examined the following:

    A.  A copy of Eaton's current Amended Articles of
Incorporation and Amended Regulations.

    B.  The records of the proceedings incorporating Eaton under
the laws of the State of Ohio, records of other proceedings and
public officials concerning the present status of Eaton as a
corporation and records of the proceedings of Eaton's Board of
Directors and shareholders concerning authorization of Common
Shares and approval of the Plan.

I have examined such other 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.
Page S-8

    (2)  Eaton is authorized to issue 300,000,000 Common Shares,
of which 77,832,419 Common Shares were issued and outstanding as
of March 31, 1995.  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,

/s/ Gerald L, Gherlein

Gerald L. Gherlein,
Executive Vice President
  and General Counsel
Page S-9

                           Exhibit 23(a)

                 CONSENT OF INDEPENDENT AUDITORS

    We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) and related
Prospectus of Eaton Corporation for the registration of 5 million
Common Shares and to the incorporation by reference therein of
our report dated January 27, 1995, with respect to the
consolidated financial statements of Eaton Corporation included
in its Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Securities and Exchange Commission.

                                            ERNST & YOUNG LLP

Cleveland, Ohio
July 6, 1995
Page S-10

                       POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS:  That each person whose name
is signed hereto has made, constituted and appointed, and by
these presents does hereby make, constitute and appoint, GERALD
L. GHERLEIN, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M.
O'LOUGHLIN OR JANE W. GRISWOLD 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 amendments thereto filed with the Securities and
Exchange Commission with respect to 5,000,000 Common Shares of
the Corporation issuable upon the exercise of stock options or
stock appreciation rights or granted as performance shares or
other share-based awards under the Eaton 1995 Stock 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, 1995.

    IN WITNESS WHEREOF, this Power of Attorney has been signed
at Beverly, Massachusetts this 28th day of June, 1995.

   /s/William E. Butler               /s/Alexander M. Cutler   
William E. Butler, Chairman        Alexander M. Cutler,
and Chief Executive Officer;       Executive Vice President and
Principal Executive Officer;       Chief Operating Officer -
Director                           Controls; Director

   /s/Stephen R. Hardis              /s/John S. Rodewig       
Stephen R. Hardis,                 John S. Rodewig, President
Vice Chairman and Chief            and Chief Operating Officer - 
Financial and Administrative       Vehicle Components; 
Officer; Principal Financial       Director
Officer; Director
/s/Ronald L. Leach                 /s/John R. Miller     
Ronald L. Leach,                   John R. Miller, Director
Vice President - Accounting;
Principal Accounting Officer

  /s/Neil A. Armstrong                /s/Furman C. Moseley     
Neil A. Armstrong, Director        Furman C. Moseley, Director

   /s/Phyllis B. Davis                /s/Victor A. Pelson    
Phyllis B. Davis, Director         Victor A. Pelson, Director

   /s/Ernie Green                     /s/A. William Reynolds   
Ernie Green, Director              A. William Reynolds, Director

   /s/Charles E. Hugel                /s/Gary L. Tucker     
Charles E. Hugel, Director         Gary L. Tooker, Director