Washington, D. C. 20549

                                     FORM 15

         Certification and Notice of Termination of Registration under
     Section 12(g) of Securities Exchange Act of 1934 or Suspension of Duty
               to File Reports Under Sections 13 and 15(d) of the
                        Securities Exchange Act of 1934.

                         Commission File Number: 1-1396

                                Eaton Corporation
             (Exact name of registrant as specified in its charter)

           1111 Superior Avenue, Cleveland, Ohio 44114, (216) 523-5000
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

         Securities issuable under the following employee benefit plans:

                Aeroquip-Vickers Savings and Profit Sharing Plan

            (Title of each class of securities covered by this Form)
   (Titles of all other classes of securities for which a duty to file reports
                     under Sections 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
         relied upon to terminate or suspend the duty to file reports:

    Rule 12g-4(a)(1)(i)   [   ]           Rule 12h-3(b)(1)(ii)  [   ]
    Rule 12g-4(a)(1)(ii)  [   ]
    Rule 12g-4(a)(2)(i)   [   ]           Rule 12h-3(b)(2)(i)   [   ]
    Rule 12g-4(a)(2)(ii)  [   ]           Rule 12h-3(b)(2)(ii)  [   ]
    Rule 12h-3(b)(1)(i)   [   ]           Rule 15d-6            [ X ]

  Approximate number of holders of record as of the certification or notice
date:   None

         Pursuant to the requirements of the Securities Exchange Act of 1934
Eaton Corporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

                                       EATON CORPORATION

                                       By /s/ S. J. Cook
DATE:  June 27, 2003                    S. J. Cook
                                        Vice President - Human Resources