Eaton announces sale of 3.7 million common shares


CLEVELAND ... Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) today announced that it has sold 3.7 million shares of common stock in a public offering led by J. P. Morgan Securities Inc. The proceeds from the offering will be used to pay down commercial paper and for general corporate purposes.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdictions in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering is made by prospectus only, copies of which may be obtained from the prospectus department at J. P. Morgan Securities Inc., One Chase Manhattan Plaza, Room 5b, New York, NY 10081.

Eaton Corporation is a global diversified industrial manufacturer with 2002 sales of $7.2 billion 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.



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William Hartman, vice president, Investor Relations


Gary Klasen, director, Media Relations