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):  April 17, 2003



                       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 and INFORMATION PROVIDED UNDER 12
         -----------------------------------------------------------

The information furnished with this Form 8-K is submitted pursuant to this Item
9 and pursuant to Item 12 in accordance with SEC interim filing guidance.

On April 15, 2003, Standard & Poor's Rating Services placed the credit rating of
13 companies on CreditWatch, stating "concerns about their exposure to unfounded
postretirement benefit liabilities".  Included in the list of ratings put on
CreditWatch was the 'A-' long-term credit rating of Eaton Corporation (the
"Company").  The Company's short-term credit ratings were affirmed.

Standard & Poor's commentary stated that the decision to place the Company's
long-term credit rating on CreditWatch "reflects large and growing
postretirement benefit obligations."  The commentary went on to state that the
"unfunded pension liability rose to about $516 million at year-end 2002, from a
$20 million liability at year-end 2001 . . ."  Further, the commentary stated
that "Eaton has large and growing retiree medical liabilities," which the
release stated "at year-end 2002 stood at $878 million, about the same as the
$894 million in 2001 and up from the $827 million at year-end 2000."

In order to provide investors with further information to evaluate the
statements of Standard & Poor's, the following facts are relevant.
Approximately 75% of the Company's pension liability pertains to participants
in the United States pension plan. Less than 40 percent of the liabilities of
the US pension plan relates to current retirees.  Over 60 percent of the
liability in the US pension plan relates to non-retired participants, whose
average age is 46 and whose expected retirement age is 62.  Accordingly, the
satisfaction of the liabilities of the US pension plan will be spread over a
very long period of time.  To match the long-term nature of the liability, the
assets in the Company's US pension plan are invested largely in equities, as
they have been for the last 20 years.  With the decline in the US equity markets
over the last three years, the value of the assets invested in equities has
declined.  In addition, although the undiscounted value of the liability has not
materially changed over the last three years, the significant decline in
interest rates during the last three years has substantially increased the
reported net present value of the plan liabilities.  The Company believes that
the decline in equities and interest rates is quite unusual, and that a return
to historic trends would substantially reduce if not eliminate the under- funded
pension liability.  Further, the Company believes that any funding likely to be
required over the next five years will be modest relative to the cash the
Company expects to generate from operations over the same period, and that no
funding of the US pension plan will be required until 2005, at the earliest.

The Company provides healthcare benefits to certain US retirees under a number
of different medical plans.   Under the terms of most of these plans, the
Company reserves  the right to limit or eliminate the amount of such post-
retirement healthcare benefits and, in fact, has previously adopted several
provisions in these plans that limit the Company's financial exposure related to
these benefits.  In general, for persons retiring after 1988, and for their
eligible dependants, the Company's costs for retiree healthcare will not exceed
an average of $1,500 per year for those who are Medicare eligible and $7,500 per
year for those who are not yet Medicare eligible and for those employees hired
after 2001, the Company will incur no retiree healthcare costs.  Given these
limitations to post-retirement healthcare benefits, the Company's accounting
liability for retiree healthcare benefits is expected to continue to decline,
and at some point in time will become insignificant.

This Form 8-K contains forward-looking statements concerning pension funding,
cash flow and accounting liability for retiree healthcare benefits.  These
statements are subject to various risks and uncertainties, many of which are
outside the Company's control, and should therefore be used with caution.  The
following factors could cause actual results to differ materially from those in
the forward-looking statements: unanticipated changes in equity markets and
interest rates; increases in the retiree population resulting from business
acquisitions; unanticipated plan amendments compelled by competitive pressures;
changes in the Company's cash flow resulting from unanticipated downturns in
customer relationships or purchases, competitive pressures on sales and pricing,
increases in the cost of material and other production costs, the introduction
of competing technologies, unexpected technical or marketing difficulties,
unexpected dispute resolutions, and unanticipated further deterioration of
economic and financial conditions in the United States and around the world.  We
do not assume any obligation to update these forward-looking statements.

The Company has furnished the information included herein because that
information, irrespective of materiality, may be helpful to investors in
evaluating the statements by Standard & Poor's referenced above.









                            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/ R. H. Fearon
                                       ------------------------------------
                                       R. H. Fearon
                                       Executive Vice President -
                                       Chief Financial and Planning Officer


Date: April 17, 2003