S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EATON CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	34-0196300
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

Eaton Center, Cleveland, Ohio 44114

(Address of principal executive offices)

EATON CORPORATION INCENTIVE COMPENSATION DEFERRAL PLAN

(Full title of the plan)

E. R. Franklin, Vice President and Secretary, Eaton Center, Cleveland, Ohio 44114

(Name and address of agent for service)

(216) 523-4103

(Telephone number, including area code of, agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed maximum
Title of securities to	Amount to be	maximum offering	aggregate offering	Amount of
be registered	registered	price per share	price(1)	registration fee
Common Shares, par value of $.50 per share of Eaton Corporation	70,000	$64.41	$4,508,700	$482.43

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of $64.41, the average of the high and low trading prices of Eaton Common Shares on July 31, 2006.

Page 2

Pursuant to Instruction E to Form S-8, the information contained in Registration Statement No. 333-97365 is hereby incorporated by reference into this Registration Statement, except as set forth below.

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23
EX-24

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See list of exhibits at page 5.

Page 4

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 3rd; day of August, 2006.

EATON CORPORATION
By	Robert E. Parmenter
	Robert E. Parmenter
	Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Alexander M. Cutler *	Chairman and Chief Executive
	Officer; President; Principal
	Executive Officer; Director	August 3, 2006
Richard H. Fearon *	Executive Vice President – Chief
	Financial and Planning Officer;
	Principal Financial Officer	August 3, 2006
Billie K. Rawot *	Vice President and Controller;
	Principal Accounting Officer	August 3, 2006
Michael J. Critelli *	Director	August 3, 2006
Ernie Green *	Director	August 3, 2006
Deborah L. McCoy *	Director	August 3, 2006
John R. Miller *	Director	August 3, 2006
Gregory R. Page *	Director	August 3, 2006
Christopher M. Connor *	Director	August 3, 2006
Gary L. Tooker *	Director	August 3, 2006

*By	David M. O’Loughlin
	David M. O’Loughlin, Attorney-in-Fact
	for the Officers and Directors
	signing in the capacities indicated

Page 5

EXHIBIT INDEX

Exhibit
Number
4(b)	Amended Regulations of Eaton Corporation (filed as Exhibit (a)(3)(a) to Form 10-Q report for the period ended June 30, 2002 and incorporated herein by reference).
5	Opinion of Mark Hennessey, Deputy General Counsel, as to the validity of the Common Shares registered.
23(a)	Consent of Ernst & Young LLP.
23(b)	Consent of Mark Hennessey, Deputy General Counsel of Eaton Corporation (contained in his opinion filed as Exhibit 5 to this Registration Statement).
24	Power of Attorney.

EX-5

EXHIBIT 5

August 3, 2006

Eaton Corporation
Eaton Center
Cleveland, Ohio 44114

Re:	Eaton Corporation Form S-8 Registration Statement
	Eaton Corporation Incentive Compensation Deferral Plan (“Plan”)

Ladies and Gentlemen:

Eaton Corporation (“Eaton”) is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended, of 70,000 Eaton common shares with a par value of $.50 each (“Common Shares”) to be issued from time to time under the Plan.

Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement. This opinion is provided in satisfaction of those requirements as it relates to the Registration Statement.

I have examined such records and documents, and obtained such other information, as I have deemed advisable in order to render this opinion.

As a result of the foregoing, I am of the opinion that:

     (1) Eaton is a corporation validly organized and existing and in good standing under the laws of the State of Ohio.

     (2) Eaton is authorized to issue 300,000,000 Common Shares, of which 150,000,000 Common Shares were issued and outstanding as of June 30, 2006. When issued, the Common Shares, which are the subject of the Registration Statement, will be legally issued, fully paid and non-assessable.

I hereby consent to the use and filing of this opinion in connection with the Registration Statement.

Very truly yours,

Mark Hennessey
Deputy General Counsel

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8, No.                     ) pertaining to the Eaton Corporation Incentive Compensation Deferral Plan of our reports dated February 10, 2006, with respect to the consolidated financial statements of Eaton Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2005, Eaton Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Eaton Corporation, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Cleveland, Ohio

August 2, 2006

EX-24

EXHIBIT 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint, MARK M. MCGUIRE, EARL R. FRANKLIN, MARK HENNESSEY, DAVID M. O’LOUGHLIN or LIZBETH L. WRIGHT his or her true and lawful attorney, for him or her and in his or her name, place and stead to affix, as attorney-in-fact, his or her signature as director or officer or both, as the case may be, of Eaton Corporation, an Ohio corporation (the “Corporation”), to any and all registration statements and any amendments thereto filed with the Securities and Exchange Commission for the purpose of registering the Corporation’s Common Shares and/or participation interests issuable or issued in connection with the following employee benefit plans:

Eaton Corporation Incentive Compensation Deferral Plan

giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     This Power of Attorney shall not apply to any registration statement or amendment filed after December 31, 2006.

     IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, this 26th day of April, 2006.

Alexander M. Cutler	Richard H. Fearon
Alexander M. Cutler, Chairman	Richard H. Fearon,
and Chief Executive Officer;	Executive Vice President—Chief
President; Principal Executive	Financial and Planning Officer;
Officer; Director	Principal Financial Officer
Billie K. Rawot	Christopher M. Connor
Billie K. Rawot,	Christopher M. Connor
Vice President and Controller;
Principal Accounting Officer

Page 1 of 2 Pages

Michael J. Critelli	Deborah L. McCoy
Michael J. Critelli, Director	Deborah L. McCoy, Director
Ernie Green	Gregory R. Page
Ernie Green, Director	Gregory R. Page, Director
John R. Miller	Gary L. Tooker
John R. Miller, Director	Gary L. Tooker, Director

Page 2 of 2 Pages