As Filed with the Securities and Exchange Commission on July 30, 2002

                                             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, 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             $2,008,500        $184.78

Plan Participations(2)      Indeterminate        N/A                N/A             N/A

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457 (based on a closing price of $66.95 on July 26, 2002).

(2)  Pursuant to Rule 416(c), this Registration statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan referenced above.


Page 1

Pursuant to Instruction E to Form S-8, the information contained in registration
Statement No. 333-35697 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 30th day of
July, 2002.

                                        EATON CORPORATION

                                        By  /s/ J. R. Horst
                                            J. R. Horst
                                            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 30, 2002
-------------------------           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

*By        /s/ DAVID M. O'LOUGHLIN
     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.