SecProbe.io

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Mail Stop 7010

      November 4, 2005

Mr. Richard H. Fearon
Executive Vice President
Eaton Corporation
Eaton Center
Cleveland, OH  44114-2584

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the quarter ended September 30, 2005
		File No. 1-1396

Dear Mr. Fearon:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.

Item 3 - Legal Proceedings

2. For each legal proceeding that is not routine and incidental to
the business, please include the name of the court in which the
proceeding is pending, the date instituted, the parties involved,
a
description of the suit, and the relief sought.  See Item 103 of
Regulation S-K.

Item 15 - Exhibits and Financial Statement Schedules

3. Please tell us where you have provided the disclosures required
by
Schedule II related to your allowance for doubtful accounts or
revise
your disclosure accordingly.  Please note these disclosures are
required for all periods presented.  See Rules 5-04 and 12-09 of
Regulation S-X.

Financial Statements

Statements of Consolidated Cash Flows, page F-8

4. Please breakout for each period presented the other-net line
item
in the cash provided by operating activities sections into smaller
components having more descriptive titles.  Netting of dissimilar
gains and losses is not appropriate.  Netting of cash flows
related
to asset balances with cash flows related to liability balances is
also not appropriate.  See SFAS 95.

5. Please present the effect of exchange rate changes on cash
balances held in foreign currencies as a separate part of the
reconciliation of the change in cash and cash equivalents during
the
period.  See paragraph 25 of SFAS 95.

Statements of Consolidated Shareholders` Equity, page F-9

6. Please present all components of other comprehensive income on
the
face of your statement of shareholders` equity, as opposed to your
current disclosure in the footnotes.  See paragraphs 14 and 22 of
SFAS 130.

7. Please disclose for all periods presented the amounts of the
reclassification adjustments and the income tax provisions for
each
classification of other comprehensive income.  See paragraphs 20
and
25 of SFAS 130.

Accounting Policies, page F-11

General

8. Please disclose the types of expenses that you include in the
cost
of products sold line item and the types of expenses that you
include
in the selling and administrative expenses line item.  Please also
disclose whether you include inbound freight charges, purchasing
and
receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the cost of products sold line item.  With the exception of
warehousing costs, if you currently exclude a portion of these
costs
from cost of products sold, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of products sold and others
like you exclude a portion of them from gross margin, including
them
instead in a line item such as selling and administrative
expenses.

Depreciation and Amortization, page F-11

9. The range of amortization periods for your intangible assets of
five to thirty years is very broad.  Please separately disclose
the
range of amortization periods for your patents, tradenames, and
distribution networks.  See paragraph 13 of APB 22.

Revenue Recognition, page F-14

10. Please disclose whether your stated shipping terms are FOB
shipping point or FOB destination pursuant to your sales
agreements
with customers.  In addition, please disclose whether your sales
agreements contain right of inspection or acceptance provisions
and
whether you replace goods damaged or lost in transit.  Even if
your
sales agreements state that title passes upon shipment, customer
acceptance provisions or a history of your replacing goods damaged
or
lost in transit may also make the recognition of revenue upon
delivery to and acceptance by the customer more appropriate.  See
the
Interpretive Response to Question 3 of SAB Topic 13:A.3.b.

Exit and Sale of Businesses, page F-16

11. You disclose that you will be exiting your legacy tire and
refrigeration valve manufacturing business during 2005.  Please
tell
us why you believe it is appropriate to present within continuing
operations the results of operations, as well as the related
assets
and liabilities, of this business.  Please see paragraphs 30 and
41-
47 of SFAS 144.

Shareholders` Equity, page F-27

12. Please disclose whether your share repurchases were made in
open-
market transactions or by some other means.  If you repurchased
any
shares by means other than open-market transactions, please
disclose
the quantity of shares repurchased through each specific means for
each period presented.  Please tell us the consideration you gave
to
FIN 44 with regards to any repurchases of employee shares.  Please
also include the disclosures required by Instruction to paragraph
(b)(1) of Item 703 of Regulation S-K in Item 5 of your Form 10-K
and
Item 2 of your Forms 10-Q, as applicable.

Lease Commitments, page F-33

13. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

14. Please disclose your future minimum rental payments, as of
December 31, 2004, in the aggregate and for each of the five
succeeding years.  See paragraph 16(b)(i) of SFAS 13.  Please also
include the disclosures required by paragraphs 16(c) and (d) of
SFAS
13 regarding your operating leases.

Net Income per Common Share, page F-34

15. Please disclose how you are treating the restricted shares you
have issued in computing both your basic and diluted earnings per
share.  See paragraphs 10 and 13 of SFAS 128.

Business Segment and Geographic Region Information, page F-34

16. Please provide us with additional information to help us
understand your internal structure and the information reviewed by
the chief operating decision-maker.  Your website lists nine
divisions.  Please tell us how you concluded you had only four
reportable segments.  In doing so, please tell us whether results
are
evaluated based on divisions such as Airflex and Durant.  Please
also
describe your internal operational and reporting structure and
organization.

17. You have reconciled total segment operating profit to net
income
for the three years ended December 31, 2004.  Please first
reconcile
total segment operating profit to operating profit determined in
accordance with GAAP, and then to net income for the three years
ended December 31, 2004.

18. Please disclose the types of amounts included in the other
corporate assets and corporate expense-net line items for each
period
presented, and disclose why these amounts were not allocated to
the
other reportable segments.  If any amounts are reversals of
transactions between reportable segments, please present them in a
separate line item, rather than this one.  See paragraphs 31 and
32
of SFAS 131.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page F-40

19. You present total segment operating profit and operating
margin
here and elsewhere throughout the filing.  Please retitle what you
currently call operating profit and operating margin, so that they
are not confused with being operating income and operating margin
under GAAP.  See Item 10(e)(1)(ii)(E) of Regulation S-K.  In
addition, since total segment operating profit and operating
margin
represent non-GAAP measures when presented or discussed outside of
your SFAS 131 footnote, you should ensure either:
(a) they are not presented elsewhere in the filing or
(b) you present the disclosures required by Item 10(e) of
Regulation
S-K.  Any disclosures elsewhere in the filing should:
* reconcile from total segment operating profit to operating
income
and then on to net income to highlight the differences between the
non-GAAP measure and the comparable GAAP measures,
* identify this amount as a non-GAAP performance measure,
* state the material limitations associated with use of the non-
GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure,
* state the manner in which management compensates for these
limitations when using the non-GAAP financial measure,
* explain why your management believes that this measure provides
useful information to investors,
* state how your management uses the non-GAAP measure,
* provide cautionary disclosure that the non-GAAP measure
presented
may not be comparable to similarly titled measures used by other
entities and
* state that this non-GAAP measure should not be considered as an
alternative to net income, which is determined in accordance with
GAAP.
See also Question 21 of our FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003.

Highlights of Results for 2004, page F-40

20. Please reconcile your measure of free cash flow to cash flows
from operating activities.  This reconciliation should be
presented
in each instance you discuss free cash flow.  Please also include
the
appropriate disclosures regarding this non-GAAP measure, similar
to
those identified in the preceding comment.  See Question 13 of our
FAQ Regarding the Use of Non-GAAP Financial Measures dated June
13,
2003.

Results of Operations - 2004 Compared to 2003, page F-42

Results by Business Segment, page F-45

21. Please discuss in greater detail the business reasons for the
changes between periods in sales and operating profit of each of
your
segments.  In doing so, please disclose the amount of each
significant change in line items between periods and the business
reasons for it.  In circumstances where there is more than one
business reason for the change, attempt to quantify the
incremental
impact of each individual business reason discussed on the overall
change in the line item.  Please show us what your revised MD&A
for
2004 as compared to 2003 will look like.  See Item 303(a)(3) of
Regulation S-K and Financial Reporting Codification 501.04.

Market Risk Disclosure and Contractual Obligations, page F-53

22. Please revise your table of contractual obligations to include
the following:

* Payments you are obligated to make under your interest rate swap
agreements
* Estimated interest payments on your debt
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2005

General

23. Please address the above comments in your interim filings as
well.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, to the undersigned at (202) 551-3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Richard H. Fearon
Eaton Corporation
November 4, 2005
Page 1 of 8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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