Edgar Filing: EATON CORP

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SEMELSBERGER KEN D

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)
VP - Strategic Planning

(Last)

(First)

(Middle)

EATON CENTER, 1111 SUPERIOR AVE

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2008

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	01/23/2008	⁽¹⁾	M⁽²⁾		2,323	A	$ 38.05	16,215	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 76.18	16,115	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		300	D	$ 76.36	15,815	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 76.53	15,715	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 76.54	15,615	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		200	D	$ 77	15,415	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.01	15,315	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.08	15,215	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.31	15,115	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.32	15,015	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.34	14,915	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.44	14,815	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.62	14,715	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 77.63	14,615	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 78.7	14,515	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 78.76	14,415	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 78.8	14,315	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		100	D	$ 78.82	14,215	D
Common Shares	01/23/2008	⁽¹⁾	S⁽³⁾		323	D	$ 78.83	13,892	D
Common Shares								1,717.833	I	by trustee of ESP ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 38.05

01/23/2008

⁽¹⁾

M⁽²⁾

2,323

07/27/1998⁽⁵⁾

01/27/2008

Common Shares

2,323

$ 38.05

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEMELSBERGER KEN D EATON CENTER 1111 SUPERIOR AVE CLEVELAND, OH 44114			VP - Strategic Planning

Signatures

/s/Kathleen S. O'Connor, as Attorney-in-Fact		01/25/2008
^**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)	This field is not applicable.
(2)	The exercise of options reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2007.
(3)	The sales of shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2007.
(4)	These shares are held in the Eaton Savings Plan.
(5)	1998 Performance Options - 50% of these options vested when a market price goal for Eaton shares was met. The remaining 50% vested on January 17, 2008 (10 days before the expiration of their ten-year term).

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