As Filed with the Securities and Exchange Commission on April 8, 2003

                                                           Registration No. 333-

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT


                           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)


                              (Full Title of Plan)

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

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

                         CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
Title of                            Maximum         Maximum
Securities            Amount        Offering        Aggregate      Amount of
to be                 to be         Price           Offering      Registration
Registered            Registered    Per Share       Price(1)           Fee
Common Shares
with a par value
of $.50 each          30,000        N/A           $2,235,300        $180.84

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 (based on a closing price of $74.51 on April 1, 2003).

Page 1

Pursuant to Instruction E to Form S-8, the information contained in registration
Statement No. 333-23539 is hereby incorporated by reference into this
Registration Statement, except as set forth below under Item 8.

Item 8. Exhibits

        See List of Exhibits at page 3.


      The Registrant -- Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 8th day of
April, 2003.

                                          EATON CORPORATION

                                          By  /s/ E. R. Franklin
                                             E. R. Franklin
                                             Vice President
                                             and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

            Name                          Title                         Date
            ----                          -----                         ----
          *                   Chairman and Chief Executive         April 8, 2003
-------------------------     Officer; Principal Executive
   Alexander M. Cutler        Officer; Director

          *                   Executive Vice President - Chief
-------------------------     Financial and Planning Officer;
   Richard H. Fearon          Principal Financial Officer

Page 2

          *                   Vice President and Controller;
-----------------------       Principal Accounting Officer
   Billie K. Rawot

          *                   Director
   Michael J. Critelli

          *                   Director
   Ernie Green

          *                   Director
   Deborah L. McCoy

          *                   Director
   John R. Miller

          *                   Director
   Furman C. Moseley

          *                   Director
   Victor A. Pelson

          *                   Director
   Gary L. Tooker

     David M. O'Loughlin, Attorney-in-Fact
     for the Officers and Directors
     signing in the capacities indicated

Page 3

                                  EXHIBIT INDEX

23            Consent of Ernst & Young LLP.

24            Power of Attorney.