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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARNOLD CRAIG 		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-Industrial Sector
(Last)          (First)          (Middle)

EATON CENTER, 1111 SUPERIOR AVE. 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2012
(Street)

CLEVELAND, OH 44114
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/22/2012     M    2750   A $ 0   138724   D    
Common Shares   2/22/2012     F    898   (1) D $52.24   137826   D    
Common Shares                  136.308   (2) I   by trustee of ESP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   2/21/2012     A      44100       2/21/2013   (3) 2/21/2022   Common Shares   44100   $51.94   44100   D    
Restricted Stock Units   $ 0   2/21/2012     A      11925         (4)   (5) Common Shares   11925   $ 0   11925   D    
Restricted Stock Units   $ 0   2/22/2012     M         2750      (5)   (5) Common Shares   2750   $ 0   8250   D    

Explanation of Responses:
( 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ARNOLD CRAIG
EATON CENTER
1111 SUPERIOR AVE.
CLEVELAND, OH 44114

VC & COO-Industrial Sector

Signatures
/s/Kathleen S. O'Connor, as Attorney-in-Fact 2/23/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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