As Filed with the Securities and Exchange Commission on
May 13, 1996


                                        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 SHARE PURCHASE AND INVESTMENT 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        $299,375,000   $103,232.75
 
 Plan
 Participations(2)                       Indeterminate     N/A         N/A
                                                                      
                                                                      
 
 
 (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 $59.875 per share
         on May 6, 1996.
 
 (2)     In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, the registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
 
  <PAGE>
                               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, 1995.
 
 (b)     The Company's quarterly report on Form 10-Q for the quarter ended
         March 31, 1996.
 
 (c)     The Company's report on Form 11-K dated June 23, 1995 for the
         Eaton Corporation Share Purchase and Investment Plan for the year
         ended December 31, 1994.
 
    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.
 
    G. L. Gherlein, Esq., who has passed on the legality of the Eaton
 Common Shares covered by this Registration Statement, is Executive
 Vice President and General Counsel of the Company.
 
 
 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
 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.
 
    Also, Section 12.5 of the Plan provides that each member of the
 Committee and Investment Committee, consisting of officers of the
 Company, and other employees, shall be indemnified by the Company
 against all liabilities arising out of his or her service on such
 Committees or any act or failure to act in good faith with respect to
 the Plan.
 
 Item 7. Exemption from Registration Claimed.
 
         Not applicable.
 
 
 Item 8. Exhibits
 
         See Exhibit Index at page S-7.
 
 
 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 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.


                              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 10th day of May, 1996.

                                      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

          *                Chairman and Chief Executive
   Stephen R. Hardis       Officer; Principal Executive
                                  Officer; Director

          *                President and Chief Operating
   Alexander M. Cutler     Officer; Director


          *                Vice President and Chief
   Adrian T. Dillon        Financial and Planning
                           Officer; Principal Financial
                           Officer

          *                Vice President - Accounting;
   Ronald L. Leach         Principal Accounting Officer

          *                Director
   Neil A. Armstrong

          *                Director
   Phyllis B. Davis

          *                Director
   Ernie Green

          *                Director
   Charles E. Hugel

          *                Director
   John R. Miller

          *                Director
   Furman C. Moseley

          *                Director
   Victor A. Pelson

          *                Director
   A. William Reynolds

          *                Director
   Gary L. Tooker







*By        /s/ DAVID M. O'LOUGHLIN                      May 10, 1996
     David M. O'Loughlin, Attorney-in-Fact
     for the Officers and Directors
     Signing in the capacities indicated














<PAGE>

                          PLAN SIGNATURE


         The Plan - Pursuant to the requirements of the Securities
Act of 1933, the Eaton Corporation Share Purchase and Investment
Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Cleveland, Ohio, on the 10th day of May, 1996.




                           EATON CORPORATION SHARE PURCHASE
                           AND INVESTMENT PLAN



                           By   /s/ S. J. Cook              
                               S. J. Cook, Chairperson
                               of the Corporate Compensation
                               Committee

<PAGE>
                          EXHIBIT INDEX

Exhibit
Number             Description of Exhibit


   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 herein 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>
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{"company-data": {"conformed-name": "EATON CORP", "cik": "0000031277", "assigned-sic": "3714", "irs-number": "340196300", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03599", "film-number": "96561597"}, "business-address": {"street1": "EATON CTR", "street2": "1111 SUPERIOR AVE", "city": "CLEVELAND", "state": "OH", "zip": "44114-2584", "phone": "2165235000"}, "former-company": {"former-conformed-name": "EATON YALE & TOWNE INC", "date-changed": "19710822"}}
As Filed with the Securities and Exchange Commission on
May 13, 1996

                                        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 SHARE PURCHASE AND INVESTMENT 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        $299,375,000   $103,232.75
 
 Plan
 Participations(2)                       Indeterminate     N/A         N/A
                                                                      
                                                                      
 
 
 (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 $59.875 per share
         on May 6, 1996.
 
 (2)     In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, the registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.
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, 1995.
 
 (b)     The Company's quarterly report on Form 10-Q for the quarter ended
         March 31, 1996.
 
 (c)     The Company's report on Form 11-K dated June 23, 1995 for the
         Eaton Corporation Share Purchase and Investment Plan for the year
         ended December 31, 1994.
 
    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.
 
    G. L. Gherlein, Esq., who has passed on the legality of the Eaton
 Common Shares covered by this Registration Statement, is Executive
 Vice President and General Counsel of the Company.
 
 
 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
 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.
 
    Also, Section 12.5 of the Plan provides that each member of the
 Committee and Investment Committee, consisting of officers of the
 Company, and other employees, shall be indemnified by the Company
 against all liabilities arising out of his or her service on such
 Committees or any act or failure to act in good faith with respect to
 the Plan.
 
 Item 7. Exemption from Registration Claimed.
 
         Not applicable.
 
 
 Item 8. Exhibits
 
         See Exhibit Index at page S-7.
 
 
 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 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.

                              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 10th day of May, 1996.

                                      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

          *                Chairman and Chief Executive
   Stephen R. Hardis       Officer; Principal Executive
                                  Officer; Director

          *                President and Chief Operating
   Alexander M. Cutler     Officer; Director

          *                Vice President and Chief
   Adrian T. Dillon        Financial and Planning
                           Officer; Principal Financial
                           Officer

          *                Vice President - Accounting;
   Ronald L. Leach         Principal Accounting Officer

          *                Director
   Neil A. Armstrong

          *                Director
   Phyllis B. Davis

          *                Director
   Ernie Green

          *                Director
   Charles E. Hugel

          *                Director
   John R. Miller

          *                Director
   Furman C. Moseley

          *                Director
   Victor A. Pelson

          *                Director
   A. William Reynolds

          *                Director
   Gary L. Tooker

*By        /s/ DAVID M. O'LOUGHLIN                      May 10, 1996
     David M. O'Loughlin, Attorney-in-Fact
     for the Officers and Directors
     Signing in the capacities indicated
PLAN SIGNATURE

         The Plan - Pursuant to the requirements of the Securities
Act of 1933, the Eaton Corporation Share Purchase and Investment
Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Cleveland, Ohio, on the 10th day of May, 1996.

                           EATON CORPORATION SHARE PURCHASE
                           AND INVESTMENT PLAN

                           By   /s/ S. J. Cook              
                               S. J. Cook, Chairperson
                               of the Corporate Compensation
                               Committee
EXHIBIT INDEX

Exhibit
Number             Description of Exhibit

   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 herein 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.