POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:  That the undersigned

has made, constituted and appointed, and by this instrument does make,

constitute and appoint, each of EARL R. FRANKLIN, MARK M. McGUIRE, MARK

HENNESSEY, DAVID M. OLOUGHLIN, LIZBETH L. WRIGHT, GORDON S. KAISER,
ANTHONY
M. SMITS, CIPRIANO BEREDO, SEAN PEPPARD AND CLAUDIA TALLER,
acting
individually, as 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, the
signature of the undersigned to reports to the
Securities and Exchange
Commission on Forms 3, 4 ,5 or 144 with respect
to transactions or holdings
by the undersigned in equity securities
issued by Eaton Corporation, an
Ohio corporation, and to any and all
amendments to such reports, 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 the
undersigned 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 expire
on the date the undersigned is no
longer required to file Form 4, 5 or
144 reports with the Securities and
Exchange Commission with respect to
holdings of and transactions in
securities issued by Eaton Corporation,
unless revoked in writing prior
thereto.
IN WITNESS WHEREOF, this
Power of Attorney has been signed at
Eaton Center, Cleveland, Ohio, as of
the 20th day of January, 2006.






	/s/ Donald
McGrath