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):  October 15, 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 9. Regulation FD Disclosure
        ------------------------

Press Release dated October 15, 2001

CLEVELAND, OH - Eaton today announced operating earnings per share of
66 cents for the third quarter of 2001, 38 percent below comparable
results one year earlier. Sales in the quarter were $1.75 billion, 13
percent below last year. Net income before unusual items was $47
million versus last year's $77 million.

During the quarter, the company recognized pre-tax charges of $33
million related to the restructuring of its operations. It also
realized a gain of $23 million from the sale of non-core businesses.
After all unusual items in both periods, third quarter net income was
$40 million compared to $69 million one year ago.

For the first nine months of 2001, operating earnings per share were
$2.64 on sales of $5.60 billion. Comparable earnings last year were
$4.23 per share, on sales of $6.36 billion.

Complete financial results can be found on the company's Web site.

Alexander M. Cutler, chairman and chief executive officer, said,
"Eaton's third quarter earnings came in about where we expected in the
wake of the September 11, 2001 terrorist attack on our nation. While it
is still early to accurately assess the full impact of that tragedy on
the U.S. and world economy, we remain comfortable with the guidance we
provided earlier for Eaton's fourth quarter 2001 and full year 2002
prospects.

"The rough parallel to the current situation that we have found helpful
is the Gulf War of 1990 - 1991. If the analogy holds, the overall U.S.
economy will decline again in the fourth quarter and then should begin
to regain its bearings sometime next spring, with a recovery that is
aided by the full impact of a year's monetary easing, low inflation,
tax cuts and additional fiscal stimulus," Cutler said. "International
markets are trailing the U.S. economy with the normal 6-month lag, and
are expected to continue weakening throughout the next year.

"We expect Eaton's markets will be down again this quarter and remain
below year-ago levels until the second half of 2002. The eventual
market rebound will be first reflected in our Truck and Automotive
segments, with the turnaround in our Fluid Power and Industrial &
Commercial Controls segments not anticipated before year-end.

"Because of our aggressive actions earlier in the year, Eaton is in
good shape to weather these extended, difficult operating conditions.
The $110 million we will have invested in restructuring Eaton this year
should deliver $75 million in net savings to the bottom line in 2002.
Eaton's net debt leverage is now below 50 percent, and we will have
paid off over $500 million of debt by year-end. While the economic
environment remains highly uncertain, we anticipate fourth quarter 2001
operating earnings will be in the range of 60-70 cents per share. Our
2002 operating earnings guidance of $3.75 - $4.25 per share is also
unchanged, but will be boosted by 87 cents per share after taking into
account the impact of SFAS 142. The company should be significantly
cash flow positive again in 2002," said Cutler.

"While the global business environment remains highly uncertain, we are
determined to remain focused on that which we can control, and actions
we can take, to ensure that Eaton delivers superior performance to our
owners over the near- and long-term horizon."

Business Segment Results

Third quarter sales of Eaton's largest business segment, Fluid Power,
were $600 million, 5 percent below one year earlier. Excluding the
impact of acquisitions and divestitures made over the past year,
comparable sales were off about 10 percent. This compares with about an
11 percent decline in Fluid Power's markets, with North American fluid
power industry shipments off about 18 percent and aerospace markets up
about 3 percent. Segment profits before restructuring charges were $35
million, off 38 percent from one year ago.

Said Cutler, "Traditional mobile and industrial hydraulics markets
remain very weak and aren't anticipated to recover before mid-2002.
Aerospace, which has been strong, is now quickly softening. The 25
percent decline we expect in commercial aircraft markets next year will
be only partially offset by a 5 percent rise in military markets. We
expect to outperform on both the top and bottom lines next year, driven
by recent program wins and the cumulative benefits of current
restructuring actions."

During the quarter, the company announced it had won new customer
awards with potential sales of more than $500 million over several
years. It also announced it had sold its Air Conditioning and
Refrigeration business for an undisclosed amount.

Third quarter Industrial & Commercial Controls sales were $548 million,
down 12 percent from last year. Excluding divestitures, sales were off
about 9 percent compared to an estimated 16 percent decline in North
American markets. Segment profits were $46 million before restructuring
charges, off 37 percent from one year ago.

Said Cutler, "This segment, which normally lags the overall economy, is
now fully reflecting the prior weakness in industrial activity. We have
outgrown our markets because of share gains, the continued growth of
our Engineering Services & Systems (C-H ESS) business, and our
participation in power quality markets. Operating margins are being
affected by particularly weak distributor business. We anticipate that
segment sales will be modestly lower again in 2002 while operating
margins should reflect the benefits of this year's planned $28 million
investment to reduce structural costs."

Third quarter Automotive segment sales of $349 million were 1 percent
above last year. This compares to a 10 percent decline in NAFTA auto
production and flat European automotive output. Segment profits of $41
million were 8 percent above one year ago.

"The Automotive segment had another excellent quarter under very
difficult market conditions, extending its record as Eaton's most
consistent performer over the past 5-10 years. We are measurably
outgrowing our end markets because of penetration gains and a record
level of new product launches in areas of engine air management,
powertrain, and specialty controls," Cutler said.

Truck segment sales of $253 million were 24 percent below last year's
third quarter. NAFTA heavy truck production during the period was down
34 percent, NAFTA medium duty trucks were off 22 percent, European
truck output was down 9 percent, and South American commercial truck
production was down 24 percent. Before restructuring charges, the
segment operated at breakeven compared to profits of $7 million one
year ago.

Said Cutler, "Considering the extraordinarily depressed industry
conditions, the performance of Truck this quarter was excellent, fully
reflecting the benefits of this year's earlier restructuring. The
segment has operated at breakeven all this year despite a further $30
million decline in volume since the first quarter. Compared to last
year's third quarter, profits are off only $7 million despite an $82
million drop in volume. This performance gives us great confidence in
the upside potential of the business when the industry finally returns
to more normal operating conditions."

Eaton Corporation is a global $8 billion diversified industrial
manufacturer that is a leader in fluid power systems, electrical power
quality, distribution and control, automotive engine air management and
fuel economy, and intelligent truck systems for fuel economy and
safety. Eaton has 51,000 employees and sells products in more than 50
countries.

Notice of Conference Call: Eaton's conference call to discuss its third
quarter results is available to all interested parties via live audio
webcast at 10 a.m. EST, on Eaton's Investor Relations website at
http://www.shareholder.com/etn/.

This news release contains forward-looking statements concerning fourth
quarter 2001 and year 2002 operating earnings per share, our worldwide
markets, debt leverage and cash flow. 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 changes in the markets for the company's business
segments, failure to implement integration and restructuring plans,
unanticipated downturn in business relationships with customers or
their purchases from us, competitive pressures on sales and pricing,
increases in the cost of material and other production costs that
cannot be recouped in product pricing, and unanticipated further
deterioration of economic and financial conditions in the United States
and around the world resulting from the terrorist attack on September
11 and related matters. We do not assume any 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


                                       -----------------------------
                                       J. R. Horst
                                       Vice President and
                                       General Counsel



Date: October 15, 2001