SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.

                                 SCHEDULE 14D-1/A

                                (AMENDMENT NO. 1)

            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                            Fusion Systems Corporation
                            (Name of Subject Company)

                              ETN Acquisition Corp.
                                Eaton Corporation
                                    (Bidders)

                      Common Stock, Par Value $.01 Per Share
                          (Title of Class of Securities)

                                    361129109
                      (CUSIP number of class of securities)

                             Gerald L. Gherlein, Esq.
                                Eaton Corporation
                                   Eaton Center
                            1111 Superior Avenue, N.E.
                              Cleveland, Ohio  44114
                                  (216) 523-5000
             (Name, address and telephone number of person authorized
            to receive notices and communications on behalf of bidder)

                                    Copies to:

                               Daniel A. Neff, Esq.
                          Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                            New York, New York  10019
                                  (212) 403-1000

                            Calculation of Filing Fee

         Transaction Valuation*                Amount of Filing Fee**
         $292,224,465                            $58,445

         *    For purposes of calculating the filing fee only.  Based
              upon 7,492,935 shares of Common Stock, par value $.01 per
              share, of Fusion Systems Corporation outstanding on June
              27, 1997.

         **   The fee, calculated in accordance with Rule 0-11(d) of the
              Securities Exchange Act of 1934, is 1/50 of one percent of
              the aggregate Transaction Valuation.

         /x/  Check box if any part of the fee is offset as provided by
              Rule 0-11(a)(2) and identify the filing with which the
              offsetting fee was previously paid.  Identify the previous
              filing by registration statement number, or the Form or
              Schedule and date of its filing.

  Amount Previously Paid:   $58,445          Filing Parties: Eaton Corporation
  Form or Registration No.: Schedule 14D-1   Date Filed:     July 7, 1997







                   Eaton Corporation ("Parent") and ETN Acquisition
         Corp. (the "Purchaser") hereby amend and supplement their Ten-
         der Offer Statement on Schedule 14D-1 originally filed on July
         7, 1997 (the "Schedule 14D-1") with respect to the Purchaser's
         offer to purchase all outstanding shares of Common Stock, par
         value $.01 per share (the "Shares"), of Fusion Systems Corpora-
         tion, a Delaware corporation (the "Company"), together with any
         associated preferred share purchase rights ("Rights"), issued
         pursuant to the Rights Agreement, dated as of September 8,
         1994, as amended as of April 19, 1995 and June 30, 1997, be-
         tween the Company and BankBoston, N.A. (formerly The First
         National Bank of Boston), as Rights Agent, at a price of $39.00
         per Share (and associated Right), net to the seller in cash,
         without interest thereon, upon the terms and subject to the
         conditions set forth in the Offer to Purchase dated July 7,
         1997 (the "Offer to Purchase") and in the related Letter of
         Transmittal (which, together with any amendments and supple-
         ments thereto, collectively constitute the "Offer"), as set
         forth in this combined Amendment No. 1 to the Schedule 14D-1.
         Capitalized terms not defined herein have the meanings assigned
         thereto in the Schedule 14D-1.

         ITEM 10.  ADDITIONAL INFORMATION.

         The waiting period under the HSR Act expired at 11:59 p.m. on
         July 22, 1997.







                                    SIGNATURE


         After due 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.


         Dated:  July 23, 1997

                                       EATON CORPORATION



                                       By:  /s/ Alexander M. Cutler     
                                          Name:   Alexander M. Cutler
                                          Title:  President and Chief
                                                  Operating Officer



                                       ETN ACQUISITION CORP.



                                       By:  /s/ Brian R. Bachman        
                                          Name:   Brian R. Bachman
                                          Title:  President