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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Eaton Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
278058102
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(Cusip Number)
Check the following if a fee is being paid with this statement ___. (A fee
is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s)
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CUSIP NO. 278058102 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KeyCorp
I.R.S. Employer Identification No. 14-1538208
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) / /
Not Applicable (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
5 SOLE VOTING POWER
445,290
Number of
Shares 6 SHARED VOTING
Beneficially POWER 24,890
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER 166,339
8 SHARED
DISPOSITIVE POWER
300,337
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
488,220
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
HC
SEC 1745 (6-80) *SEE INSTRUCTIONS BEFORE FILING OUT
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 5)
ITEM 1 (A). NAME OF ISSUER:
Eaton Corporation
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ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Eaton Center
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Cleveland, Ohio 44114-2584
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ITEM 2 (A). NAME OF PERSON FILING:
KeyCorp
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ITEM 2 (B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
127 Public Square
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Cleveland, Ohio 44114-1306
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ITEM 2 (C). PLACE OF ORGANIZATION:
State of Ohio
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ITEM 2 (D). TITLE OF CLASS OF SECURITIES:
Common Stock
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ITEM 2 (E). CUSIP NUMBER:
278058102
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D - 2 (B), INDICATE TYPE OF PERSON FILING:
Person filing is a Parent Holding Company, in accordance with
240.13d - 1(b)(ii)(G)
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ITEM 4. OWNERSHIP:
(a) Amount of beneficially owned: 488,220 shares
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(b) Percent of class: 0.6 %
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 445,290
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(ii) Shared power to vote or to direct the vote 24,890
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(iii) Sole power to dispose or to direct the disposition of 166,339
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(iv) Shared power to dispose or to direct the disposition of 300,337
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Other persons are known to have the right to receive or
the power to direct the receipt of dividends or the
proceeds from the sale of these securities. Those persons
whose interest relates to more than five percent of the
class are:
None
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Identification: Key Trust Company of Ohio, Key Trust
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Company-Indiana, Key Trust Company -New York
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Classification: (B) A Bank as defined by Section
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3(A)(6) of the Act.
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Identification: Society Asset Management, Inc.
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Classification: Registered investment advisor
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not Applicable
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
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ITEM 10. CERTIFICATION
The undersigned expressly declares that the filing of the Schedule 13G shall
not be construed as an admission that the undersigned is, for purposes of
Section 13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: 2/9/95
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KeyCorp
By: Frank I. Harding III
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Frank I. Harding III,
Executive Vice President
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