SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):     November 17, 2003      

Parker-Hannifin Corporation
(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (216) 896-3000           

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

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Item 5. Other Events.

     Parker-Hannifin Corporation (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-82806), which was declared effective as of February 25, 2002 (the “Registration Statement”):

1.

Amended and Restated U.S. Distribution Agreement, dated as of November 17, 2003, by and between the Company and Morgan Stanley & Co. Incorporated, Citigroup Global Markets, Inc., Goldman, Sachs & Co., ABN AMRO Inc., Banc of America Securities LLC and McDonald Investments Inc.;

2.

Opinion of Jones Day relating to the legality of certain notes;

3.

Computation of ratio of earnings to fixed charges as of September 30, 2003; and

4.

Consent of Jones Day.

Item 7. Exhibits.

     (c) Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Timothy K. Pistell         Name: Timothy K. Pistell         Title: Vice President - Finance and Administration         and Chief Financial Officer

Date: November 17, 2003

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EXHIBIT INDEX

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