As Filed with the Securities and Exchange Commission on
May 6,
          1994

                                                       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   44114-2584
                       (Address of principal executive offices)

                                    _____________



             CUTLER-HAMMER INC. SAVINGS PLAN FOR CERTAIN HOURLY
EMPLOYEES


                                 (Full Title of Plan)

                                    ______________

                              E. R. Franklin, Secretary
                      Eaton Center, Cleveland, Ohio  44114-2584
                       (Name and address of agent for service)
                                    (216) 523-4103
            (Telephone number, including area code, of agent for
service)
<PAGE>






          (continuation of Facing Sheet)


                           CALCULATION OF REGISTRATION FEE


                                                                  
        

                                               Proposed
               Title of      Amount to be       Maximum       
Amount of
            Securities to     Registered       Aggregate    
Registration
            be Registered                   Offering Price       
Fee

           Common Shares        30,000        $1,676,250**     
$578.00
           with a par
           value of $.50
           each

           Plan              Indeterminate        N/A            
N/A
           Participations*



                                                                  
        

          * In addition, pursuant to Rule 416(c) under the
Securities Act
          of 1933, this registration statement also covers an
indeterminate
          amount of interests to be offered or sold pursuant to the
          employee benefit plan described herein.

          ** Based on the closing price of $55.875 per Common Share
on May
          2, 1994.
<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)  Eaton Corporation's Annual Report on Form 10-K for
the year
               ended December 31, 1993.

          (b)  Eaton Corporation's Annual Report on Form 11-K dated
June
               25, 1993 for the year ended December 31, 1992.

          (c)  Current Reports on Form 8-K dated February 14, 1994,
amended
               February 18, 1994, and March 31, 1994.

               All reports and other documents subsequently filed
by Eaton
          Corporation (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 Company, power to indemnify its directors,
officers
          and other specified persons.  Provisions relating to
          indemnification of directors and officers of Company and
other
          specified persons have been adopted pursuant to the Ohio
law and
          are contained in Article IV, Section 2 of the Company's
Amended
          Regulations.  Under the Amended Regulations, the Company
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 or she is or was
such
          director, officer or other specified person, to the full
extent
<PAGE>






          Page S-2
          permitted by applicable law.  The foregoing statement is
subject
          to, and only part of, the detailed provisions of the Ohio
Revised
          Code and the Company'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 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 account only upon the occurrence of a change
of
          control of the Company, as defined under the Agreements.

               The Company 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-8.


          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,
               represent a fundamental change in the information
set forth
               in the registration statement; and
<PAGE>






               Page S-3
                    (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
<PAGE>






               Page S-4
               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-5
                           CONSENT OF INDEPENDENT AUDITORS



               We consent to the incorporation by reference in the
          Registration Statement (Form S-8) pertaining to the
Cutler-Hammer
          Inc. Savings Plan for Certain Hourly Employees of our
reports (a)
          dated February 1, 1994 with respect to the consolidated
financial
          statements and schedules of the Eaton Corporation
included in its
          Annual Report (Form 10-K) for the year ended December 31,
1993,
          and (b) dated April 28, 1993, with respect to the
financial
          statements and schedules of the Eaton Corporation Share
Purchase
          and Investment Plan included in the Plan's Annual Report
(Form
          11-K) for the year ended December 31, 1992, both filed
with the
          Securities and Exchange Commission.



                                             ERNST & YOUNG




          Cleveland, Ohio
          May 6, 1994
<PAGE>






          Page S-6
                                      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 May 6, 1994.

                                   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

          William E. Butler   Chairman and Chief Executive
                              Officer; Principal Executive
                              Officer; Director

          John S. Rodewig     President and Chief Operating
                              Officer - Vehicle Components;
Director

          Stephen R. Hardis   Vice Chairman and Chief Financial
                              and Administrative Officer; Principal
                              Financial Officer; Director

          Alexander M. Cutler Executive Vice President and
                              Chief Operating Officer - Controls;
Director

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

          Neil A. Armstrong                                     May
6, 1994
          Phyllis B. Davis
          Arthur Dole III
          Charles E. Hugel         Directors
          John R. Miller
          Hooper G. Pattillo
          A. William Reynolds

          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-7
                                    PLAN SIGNATURE



             The Plan - Pursuant to the requirements of the
Securities Act
          of 1933, the Cutler-Hammer Inc. Savings Plan for Certain
Hourly
          Employees 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 6th
          day of May, 1994.



                                      CUTLER-HAMMER INC. SAVINGS
PLAN FOR
          CERTAIN
                                          HOURLY EMPLOYEES



                                      By    \s\ John D. Evans     
        
                                        John D. Evans, Chairman
                                        of the Corporate
Compensation
                                        Committee of Eaton
Corporation
                                        (Plan Administrator)
<PAGE>






          Page S-8
                                   LIST OF EXHIBITS

          (4)       Instruments defining the rights of security
holders:

               (a)  Amended Articles of Incorporation, as amended
and
                    restated as of January 24, 1989 and filed on
Form SE on
                    March 13, 1989 (incorporated herein by
reference to
                    Exhibit 3 to the Registrant's Annual Report on
Form 10-
                    K for the year ended December 31, 1988, File
No. 1-
                    1396).

               (b)  Amended Regulations, as amended and restated as
of
                    April 27, 1988 and filed on Form SE on March
13, 1989
                    (incorporated by reference to Exhibit 3 to the
                    Registrant's Annual Report on Form 10-K for the
year
                    ended December 31, 1988, File No. 1-1396).

          (5)       Opinion regarding Legality

               Pursuant to Item 8(b), the registrant has not
included an
               opinion of counsel regarding ERISA compliance or an
Internal
               Revenue Service determination letter, but instead
undertakes
               to submit the Plan and any amendments thereto to the
               Internal Revenue Service in a timely manner, and
will make
               all changes required by the IRS in order to qualify
the
               Plan.

          (23) Consents of Experts and Counsel

                    Consent of Ernst & Young is contained on page
S-5.

          (24) Power of Attorney


          g:\document\oloughli\sec\forms-8.c-h
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17671}]
{"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": "033-53521", "film-number": "94526451"}, "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 6,
          1994

                                                       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   44114-2584
                       (Address of principal executive offices)

                                    _____________

             CUTLER-HAMMER INC. SAVINGS PLAN FOR CERTAIN HOURLY
EMPLOYEES

                                 (Full Title of Plan)

                                    ______________

                              E. R. Franklin, Secretary
                      Eaton Center, Cleveland, Ohio  44114-2584
                       (Name and address of agent for service)
                                    (216) 523-4103
            (Telephone number, including area code, of agent for
service)
(continuation of Facing Sheet)

                           CALCULATION OF REGISTRATION FEE

                                                                  
        

                                               Proposed
               Title of      Amount to be       Maximum       
Amount of
            Securities to     Registered       Aggregate    
Registration
            be Registered                   Offering Price       
Fee

           Common Shares        30,000        $1,676,250**     
$578.00
           with a par
           value of $.50
           each

           Plan              Indeterminate        N/A            
N/A
           Participations*

                                                                  
        

          * In addition, pursuant to Rule 416(c) under the
Securities Act
          of 1933, this registration statement also covers an
indeterminate
          amount of interests to be offered or sold pursuant to the
          employee benefit plan described herein.

          ** Based on the closing price of $55.875 per Common Share
on May
          2, 1994.
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)  Eaton Corporation's Annual Report on Form 10-K for
the year
               ended December 31, 1993.

          (b)  Eaton Corporation's Annual Report on Form 11-K dated
June
               25, 1993 for the year ended December 31, 1992.

          (c)  Current Reports on Form 8-K dated February 14, 1994,
amended
               February 18, 1994, and March 31, 1994.

               All reports and other documents subsequently filed
by Eaton
          Corporation (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 Company, power to indemnify its directors,
officers
          and other specified persons.  Provisions relating to
          indemnification of directors and officers of Company and
other
          specified persons have been adopted pursuant to the Ohio
law and
          are contained in Article IV, Section 2 of the Company's
Amended
          Regulations.  Under the Amended Regulations, the Company
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 or she is or was
such
          director, officer or other specified person, to the full
extent
Page S-2
          permitted by applicable law.  The foregoing statement is
subject
          to, and only part of, the detailed provisions of the Ohio
Revised
          Code and the Company'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 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 account only upon the occurrence of a change
of
          control of the Company, as defined under the Agreements.

               The Company 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-8.

          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,
               represent a fundamental change in the information
set forth
               in the registration statement; and
Page S-3
                    (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
Page S-4
               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-5
                           CONSENT OF INDEPENDENT AUDITORS

               We consent to the incorporation by reference in the
          Registration Statement (Form S-8) pertaining to the
Cutler-Hammer
          Inc. Savings Plan for Certain Hourly Employees of our
reports (a)
          dated February 1, 1994 with respect to the consolidated
financial
          statements and schedules of the Eaton Corporation
included in its
          Annual Report (Form 10-K) for the year ended December 31,
1993,
          and (b) dated April 28, 1993, with respect to the
financial
          statements and schedules of the Eaton Corporation Share
Purchase
          and Investment Plan included in the Plan's Annual Report
(Form
          11-K) for the year ended December 31, 1992, both filed
with the
          Securities and Exchange Commission.

                                             ERNST & YOUNG

          Cleveland, Ohio
          May 6, 1994
Page S-6
                                      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 May 6, 1994.

                                   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

          William E. Butler   Chairman and Chief Executive
                              Officer; Principal Executive
                              Officer; Director

          John S. Rodewig     President and Chief Operating
                              Officer - Vehicle Components;
Director

          Stephen R. Hardis   Vice Chairman and Chief Financial
                              and Administrative Officer; Principal
                              Financial Officer; Director

          Alexander M. Cutler Executive Vice President and
                              Chief Operating Officer - Controls;
Director

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

          Neil A. Armstrong                                     May
6, 1994
          Phyllis B. Davis
          Arthur Dole III
          Charles E. Hugel         Directors
          John R. Miller
          Hooper G. Pattillo
          A. William Reynolds

          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-7
                                    PLAN SIGNATURE

             The Plan - Pursuant to the requirements of the
Securities Act
          of 1933, the Cutler-Hammer Inc. Savings Plan for Certain
Hourly
          Employees 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 6th
          day of May, 1994.

                                      CUTLER-HAMMER INC. SAVINGS
PLAN FOR
          CERTAIN
                                          HOURLY EMPLOYEES

                                      By    \s\ John D. Evans     
        
                                        John D. Evans, Chairman
                                        of the Corporate
Compensation
                                        Committee of Eaton
Corporation
                                        (Plan Administrator)
Page S-8
                                   LIST OF EXHIBITS

          (4)       Instruments defining the rights of security
holders:

               (a)  Amended Articles of Incorporation, as amended
and
                    restated as of January 24, 1989 and filed on
Form SE on
                    March 13, 1989 (incorporated herein by
reference to
                    Exhibit 3 to the Registrant's Annual Report on
Form 10-
                    K for the year ended December 31, 1988, File
No. 1-
                    1396).

               (b)  Amended Regulations, as amended and restated as
of
                    April 27, 1988 and filed on Form SE on March
13, 1989
                    (incorporated by reference to Exhibit 3 to the
                    Registrant's Annual Report on Form 10-K for the
year
                    ended December 31, 1988, File No. 1-1396).

          (5)       Opinion regarding Legality

               Pursuant to Item 8(b), the registrant has not
included an
               opinion of counsel regarding ERISA compliance or an
Internal
               Revenue Service determination letter, but instead
undertakes
               to submit the Plan and any amendments thereto to the
               Internal Revenue Service in a timely manner, and
will make
               all changes required by the IRS in order to qualify
the
               Plan.

          (23) Consents of Experts and Counsel

                    Consent of Ernst & Young is contained on page
S-5.

          (24) Power of Attorney

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