EATON CORP
10-Q/A, 1995-08-14
MOTOR VEHICLE PARTS & ACCESSORIES
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                            Page 1

                         United States
              Securities and Exchange Commission
                    Washington, D.C.  20549
                           Form 10-Q/A

Amendment #1 - To revise the Condensed Statements of Consolidated
               Cash Flows to be consistent with other text in the
               filing.

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the period ended June 30, 1995
                     -------------


Commission file number 1-1396
                       ------

                     Eaton Corporation
-------------------------------------------------------------
 (Exact name of registrant as specified in its charter)


          Ohio                          34-0196300
-------------------------------------------------------------
 (State of incorporation)            (I.R.S. Employer
                                    Identification No.)


      Eaton Center, Cleveland, Ohio           44114-2584
-------------------------------------------------------------
(Address of principal executive offices)      (Zip Code)


                     (216) 523-5000
-------------------------------------------------------------
  (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve
months and (2) has been subject to such filing requirements for
the past 90 days.  Yes X
                      ---

There were 77.9 million Common Shares outstanding as of
June 30, 1995.

<PAGE>

 
                             Page 4

<TABLE>
Eaton Corporation
<CAPTION>
Condensed Statements of Consolidated Cash Flows

                                                        Six Months Ended
                                                            June 30
                                                       ------------------
(Millions)                                                1995     1994
                                                          ----     ----
<S>                                                     <C>      <C>
Operating activities
  Net income                                            $  218   $  160
    Adjustments to reconcile to net cash provided by              
      operating activities                                        
        Depreciation and amortization                      137      125
        Changes in operating assets and liabilities,              
          excluding acquisitions of businesses            (200)    (112)
        Other--net                                          26       56
                                                        ------   ------
Net cash provided by operating activities                  181      229

Investing activities
  Acquisitions of businesses, less cash acquired          (112)  (1,097)
  Expenditures for property, plant and equipment          (144)     (90)
  Net change in short-term investments                       2      246
  Other--net                                                14        9
                                                        ------   ------
Net cash used in investing activities                     (240)    (932)

Financing activities
  Borrowings with original maturities of more than                
    three months
      Proceeds                                             299      581
      Payments                                             (64)    (263)
  Borrowings with original maturities of less than                
    three months - net                                    (123)     142
  Proceeds from sale of Common Shares                               252
  Proceeds from exercise of stock options                    7       17
  Cash dividends paid                                      (55)     (45)
  Purchase of Common Shares                                (14)
                                                        ------   ------
Net cash provided by financing activities                   50      684
                                                        ------   ------
Decrease in cash                                            (9)     (19)
Cash at beginning of year                                   18       32
                                                        ------   ------
Cash at end of period                                   $    9   $   13
                                                        ======   ======

See accompanying notes.                                        
</TABLE>

<PAGE>
                            Page 14

                           Signature

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                Eaton Corporation
                                ----------------------------
                                Registrant

Date:  August 7, 1995           /s/ Stephen R. Hardis    
                                ----------------------------
                                Stephen R. Hardis
                                Vice Chairman and Chief
                                Financial and Administrative
                                Officer; Principal Financial
                                Officer




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