8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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): November 20, 2002


                                 CUMMINS INC.
            (Exact name of registrant as specified in its charter)


          Indiana                     1-4949                 35-0257090
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer
        Incorporation)                                   Identification No.)

                              500 Jackson Street
                                 PO Box 3005
                           Columbus, IN 47202-3005
                   (Principal Executive Office) (Zip Code)



      Registrant's telephone number, including area code: (812) 377-5000
                           Exhibit Index on Page 3





Item 9. Regulation FD Disclosure

     On November 20, 2002, Cummins Inc., an Indiana corporation, issued a
press release, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.


                                       2





                                 EXHIBIT INDEX

Exhibit No.    Description

  99.1         Press Release issued by the registrant, dated November 20, 2002.



                                      3





                                  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.

Date:  November 20, 2002
                                      CUMMINS INC.

                                      By: /s/ Susan K. Carter
                                          ---------------------------------
                                          Name:  Susan K. Carter
                                          Title: Vice President
                                                 Corporate Controller
                                                 (Principal Accounting Officer)


                                       4

EX-99.1

CUMMINS COMPLETES SALE OF $250 MILLION IN SENIOR NOTES



COLUMBUS, IN, NOVEMBER 20, 2002 -- Cummins Inc. (NYSE: CUM) announced today
that it has completed its private placement offering of $250 million in senior
notes, maturing in 2010. The notes, which bear interest at 9.5 percent, were
issued to refinance existing debt, to reduce short-term debt and for general
corporate purposes.

On November 5, Cummins announced that it had executed a new three-year
revolving credit agreement with a group of banks. The secured agreement
provides for borrowings of up to $385 million.

"With the notes and the revolving credit agreement, Cummins now has
substantial liquidity in place, and we are well positioned to fund our
financing needs going forward," said Tim Solso, Cummins Chairman and Chief
Executive Officer.

The senior notes have not been registered under the Securities Act of 1933 or
applicable state securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or available exemptions from such registration requirements.

A global power leader, Cummins Inc. is a corporation of complementary business
units that design, manufacture, distribute and service electrical power
generation systems, engines and related technologies, including fuel systems,
controls, air handling, filtration and emission solutions. Headquartered in
Columbus, Indiana (USA), Cummins serves its customers through more than 500
company-owned and independent distributor locations in 131 countries and
territories. With 24,900 employees worldwide, Cummins reported sales of $5.7
billion in 2001. Press releases by fax may be requested by calling News on
Demand (toll free) at 888-329-2305. Cummins home page can be found at
www.cummins.com.


Information provided and statements in this release that are not purely
historical are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding the
company's





expectations, hopes, beliefs and intentions on strategies regarding
the future. It is important to note that the company's actual future results
could differ materially from those projected in such forward-looking
statements because of a number of factors, including, but not limited to,
general economic, business and financing conditions, labor relations,
governmental action, competitor pricing activity, expense volatility and other
risks detailed from time to time in Cummins Securities and Exchange Commission
filings.