FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * GROSS THOMAS   2. Issuer Name and Ticker or Trading Symbol EATON CORP [ETN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VC & COO - Electrical Sector (Last) (First) (Middle) EATON CENTER, 1111 SUPERIOR AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2012 (Street) CLEVELAND, OH 44114 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 02/22/2012   M   2,750 A $ 0 58,944.2 D   Common Shares 02/22/2012   F   900 (1) D $ 52.24 58,044.2 D   Common Shares               3,716.947 (2) I by trustee of ESP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 51.94

02/21/2012

A

44,100

02/21/2013(3)

02/21/2022

Common Shares

44,100

$ 51.94

44,100

D

Restricted Stock Units

$ 0

02/21/2012

A

11,925

(4)

(5)

Common Shares

11,925

$ 0

11,925

D

Restricted Stock Units

$ 0

02/22/2012

M

2,750

(5)

(5)

Common Shares

2,750

$ 0

8,250

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GROSS THOMAS EATON CENTER 1111 SUPERIOR AVENUE CLEVELAND, OH 44114			VC & COO - Electrical Sector

Signatures

/s/Kathleen S. O'Connor, as Attorney-in-Fact		02/23/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	These shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.
(2)	These shares are held in the Eaton Savings Plan.
(3)	Thirty-three percent (33%) of these options become exercisable on the first and second anniversary of the date granted and thirty-four percent (34%) on the third anniversary of the date granted.
(4)	These restricted stock units vest as follows: thirty-three percent (33%) of the total shares granted vest on the first and second anniversary of the date of the grant and the remaining thirty-four percent (34%) of the total shares granted vest on the third anniversary of the date of the grant.
(5)	This field is not applicable.

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