Edgar Filing: Foster David B

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Foster David B

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2011

3. Issuer Name and Ticker or Trading Symbol
EATON CORP [ETN]

(Last)

(First)

(Middle)

EATON CENTER,Â 111 SUPERIOR AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP Corp. Dev. & Treasury

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CLEVELAND,Â OHÂ 44114

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	2,602 ⁽¹⁾	D	Â
Common Shares	173.312	I	by trustee of ESP ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	2,600	$ 0 ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	2,600	$ 0 ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	1,876	$ 0 ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	2,500	$ 0 ⁽⁴⁾	D	Â
Stock Option	02/21/2007⁽⁵⁾	02/21/2016	Common Shares	2,600	$ 34.31	D	Â
Stock Option	02/27/2008⁽⁵⁾	02/27/2017	Common Shares	9,400	$ 40.405	D	Â
Stock Option	02/26/2009⁽⁵⁾	02/26/2018	Common Shares	8,000	$ 41.565	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Foster David B EATON CENTER 111 SUPERIOR AVENUE CLEVELAND,Â OHÂ 44114	Â	Â	Â SVP Corp. Dev. & Treasury	Â

Signatures

/s/Kathleen S. O'Connor, as Attorney-in-Fact		08/03/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Certain of these shares represent restricted shares issued under an Eaton Corporation stock plan and are subject to risk of forfeiture.
(2)	These shares are held in the Eaton Savings Plan.
(3)	This field is not applicable.
(4)	Each restricted stock unit represents a contingent right to receive one common share of the issuer.
(5)	Thirty-three percent (33%) of these options become exercisable on the first and second anniversaries of the date granted and thirty-four percent (34%) on the third anniversary of the date granted.

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