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               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):  September 28, 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

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Item 9.    Regulation FD Disclosure
           ------------------------

Press Release dated September 28, 2001

CLEVELAND, OH ...Eaton today announced revised expectations for third quarter
and full year operating earnings per share in light of weakening industrial
markets and the tragic events of September 11, 2001. The company now expects
third quarter operating EPS to be 20-30 percent below the current analyst
consensus of 88 cents. Full-year 2001 operating earnings are now anticipated to
be about $3.20 - $3.40 per share.

"First and foremost, our deepest sympathies go out to everyone personally
impacted by the terrorist attack on our nation," said Chairman Sandy Cutler.
"Following the overwhelming and courageous example of our fellow citizens, we
too resolve to overcome the impact of this terrible event, but to never forget
what happened in New York, Washington, D.C., and Pennsylvania.

"The economic impact of this tragedy has been immediate and, we believe, will
persist for some time to come," he continued. "Eaton was already struggling with
depressed industrial markets that showed few signs of immediate recovery. Like
most capital goods producers, our sales are normally concentrated in the final
month of any quarter. After September 11, business slowed abruptly and sharply,
further impacted both by transportation-related interruptions in our
'just-in-time' industrial economy, and by the collective hesitation of our
customers faced with a suddenly uncertain, and riskier, future."

"There are no direct historical parallels to the current situation, but the
Persian Gulf War of 1990 -1991 may provide a rough parallel to our expectations
for business conditions over the coming months. As occurred then, we now
anticipate that the overall U.S. economy will turn down in the second half of
this year, causing a second leg down in the industrial recession we've endured
since late-2000. If the analogy holds, the U.S. economy should begin to regain
its bearings by next spring with a recovery that would be aided by the full
impact of a year's monetary easing, low inflation, tax cuts and additional
fiscal stimulus," Cutler said.

"For most of Eaton's industrial markets, this scenario would suggest flat or
declining activity levels through at least the first half of next year. Overall,
we now anticipate that our consolidated markets will be off roughly 4 percent in
2002 after about a 16 percent decline this year. The eventual market rebound
will be led by our Truck and Automotive segments, with the turnaround in our
Fluid Power and Industrial & Commercial Controls segments not anticipated until
later in 2002.
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"Because of our aggressive actions earlier in the year, Eaton is in good shape
to face these continued difficult operating conditions. Our new product
introductions and penetration gains have enabled the company's sales to exceed
the growth of our markets by 3 percentage points this year, and we are confident
that this performance will be repeated in 2002. The $110 million we will have
invested in restructuring Eaton this year should deliver $75 million in net
savings to the bottom line in the coming year. We have sharply curtailed capital
spending. We have retained very good control over working capital.

"With these actions and the successful completion of our divestiture program,
Eaton will pay off $500 million of debt this year, bringing our net debt
leverage below 47 percent of capital by year-end. Reflecting the obvious
economic uncertainties, we currently think Eaton's 2002 operating earnings will
be in a range of $3.75 - $4.25 per share before taking into account the impact
of FAS 142. The company should be significantly cash flow positive again in
2002," said Cutler.

"These are difficult times, and no one can say with any precision how the future
will unfold. We are confident that when our markets do return to more normal
operating conditions--and they will--our owners, employees and customers will
see the full benefits of Eaton's actions reflected in the superior operating
performance of this changed enterprise."

This news release contains forward-looking statements concerning third quarter
and full year 2001 and 2002 operating earnings per share, current and forecast
activity levels of our worldwide markets, company sales, net restructuring
savings, debt leverage, cash flow and the achievement of superior operating
performance. 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: failure to control capital utilization, 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. We do not assume any
obligation to update these forward-looking statements.
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                            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/ J. R. Horst
                                       -----------------------------
                                       J. R. Horst
                                       Vice President and
                                       General Counsel



Date: September 28, 2001