SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            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):  January 11, 2001



                       EATON CORPORATION
- --------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

      Ohio                    1-1396                 34-0196300
- -----------------          ------------          -------------------
(State or other            (Commission           (I.R.S. Employer
 jurisdiction of            File Number)          Identification No.)
 incorporation)


              Eaton Center
            Cleveland, Ohio                             44114
- ----------------------------------------         -------------------
(Address of principal executive offices)              (Zip Code)


                           (216) 523-5000
                   -----------------------------
                   Registrant's telephone number,
                        including area code









Item 5.    Other Events
           ------------

	Press Release dated January 11, 2001

       Eaton to Restructure Truck Components Business

       CLEVELAND, OHIO  Eaton Corporation (NYSE:ETN) today announced that it
       expects to take a $55 million charge during 2001 to restructure its
       worldwide Truck Components business. The company expects to recognize
       about a $40 million charge in the first quarter of 2001, with the
       balance of the expense recognized over the remainder of the year. The
       company also expects to realize divestiture gains in the first quarter
       that will offset these restructuring costs. Recurring annual
       savings from the restructuring are anticipated to reach $40 million,
       with a payback period of approximately 18 months.

       Alexander M. Cutler, Eaton Corporation chairman and chief executive
       officer, said, "The market for heavy-duty trucks has shown
       unprecedented volatility given the generally favorable economic
       conditions that have prevailed in recent years. This has been
       especially true in the NAFTA region.  Eaton, as a world leader, has
       inevitably been affected by this extraordinary volatility in the
       demand for our transmissions, clutches and advanced drivetrain
       systems. We are very proud of the fact that, over the past several
       years, we have met our customers' demanding production schedules.
       Indeed, we have continued to gain share in the marketplace because of
       our innovative products and our ability to satisfy customers. We are
       also focused on the fact that, through the cycles, this market
       continues to show attractive growth prospects. But the costs of
       serving demanding customer needs in the context of unprecedented
       market volatility have become unacceptably high.

       "Eaton's Truck Components business needs to evolve to a business model
       that is less vertically integrated, takes better advantage of our
       global presence, and focuses on those areas where Eaton brings genuine
       distinctiveness to the marketplace. The result will be a more
       flexible, more profitable organization that is less affected by the
       inevitable ups and downs of this dynamic, global growth market, and
       can better serve the needs of our customers, suppliers, employees and
       owners."

       Eaton intends to take the following actions:

       The heavy-duty transmission business will refocus production for
       the NAFTA market on transmission system technologies critical to
       product performance and customer satisfaction.  The fixed capital
       intensity of the business will be significantly reduced, and the
       organizational structure will be simplified.

       The salaried workforce within Truck Components will be reduced by
       about 100. This is in addition to approximately 1,800 salaried and
       non-salaried positions eliminated since early-2000.

       The company will continue to invest in its previously announced new
       plant in San Luis Potosi, Mexico but completion will be postponed by
       roughly six months in view of expected continued market weakness
       through 2001.

       Eaton expects to cease manufacture of its European "S" Series
       transmissions during 2001 and will investigate closing the Eaton S.A.
       facility in St. Nazaire, France.

       The medium-duty transmission plant in Aycliffe, United Kingdom will be
       closed by mid-2001 in the final phase of a previously announced
       restructuring. All operations will be transferred to Eaton's Gdansk,
       Poland plant, which represents a $60 million investment in the latest
       precision component manufacturing technology, and extends Eaton's
       already extensive worldwide supply network to Eastern Europe.


       Said Cutler, "Follow-on activities related to completing the
       fundamental reconfiguration of our heavy transmission business are not
       expected to require additional charges beyond 2001, and will be self-
       financing. When completed in 2-3 years, the result will be a heavy
       transmission business that is far more flexible, with 20% less fixed
       capital employed."

       Thomas W. O'Boyle, senior vice president and group executive for Truck
       Components, said, "Through the cycle, this is a strong and vibrant
       global business. We have a full range of manual and automated
       transmission / clutch products that have proven market acceptance. We
       have development efforts underway for several exciting new products.
       We have the leading sales and service organization in the industry and
       strong customer relationships, including long-term agreements with all
       of the major North American OEMs.

      "Recently, we won a multi-year, $250 million contract to supply
       DaimlerChysler AG medium-duty transmission components from Brazil,
       which testifies to our underlying competitiveness. With these
       restructuring moves, our solid manufacturing capability will become
       even more focused, efficient, and flexible. We are structuring the
       business to weather the current cyclical downturn, and to take best
       advantage of the secular growth we see continuing well into the
       future."

       With 1999 sales of $8.4 billion, Eaton is a global diversified
       industrial manufacturer of highly engineered products that serve
       industrial, vehicle, construction, commercial and aerospace markets.
       Principal products include hydraulic products and fluid connectors,
       electrical power distribution and control equipment, truck drivetrain
       systems, engine components and a wide variety of controls. The
       company has 59,000 employees and 195 manufacturing sites in 24
       countries.

       This news release contains forward-looking statements about the
       company's charge to restructure its worldwide Truck Components
       business and related matters, including annual savings, payback
       period, divestiture gains, refocusing, workforce reductions, ceasing
       to manufacture "S" Series transmissions and closing, investigating the
       closing and postponing the completion of separate manufacturing
       plants. These statements are subject to various risks and
       uncertainties, many of which are outside the company's control. The
       following factors could cause actual results to differ materially from
       those in the forward-looking statements: unanticipated costs in
       implementing the restructuring and the operations of the business
       thereafter, the inability to divest operations at expected prices, an
       unanticipated change in the heavy- and medium-duty truck markets, a
       significant downturn in business relationships with major truck
       customers or their purchases from us, competitive pressure on sales
       and pricing, increases in the cost of material and other production
       costs that cannot be recouped in product pricing, or a deterioration
       in global economic and financial conditions.  We assume no obligation
       to update these forward-looking statements.


                            Signature

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.

                                       Eaton Corporation
                                       -----------------

                                       S/S Adrian T. Dillon
                                       -----------------------------
                                       Adrian T. Dillon
                                       Executive Vice President--Chief
                                       Financial and Planning Officer


Date: January 12, 2001