SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

King Scott L

(Last)

(First)

(Middle)

EATON CENTER

1111 SUPERIOR AVENUE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2007

3. Issuer Name and Ticker or Trading Symbol
EATON CORP [ ETN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP & President-Automotive

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	5,800⁽¹⁾	D
Common Shares	308.913⁽²⁾	I	By Trustee of ESP
Common Shares	7,955⁽³⁾	I	By Trustee

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	02/24/2005⁽⁴⁾	02/24/2014	Common Shares	13,000	$59.07	D
Stock Option	02/27/2008⁽⁴⁾	02/27/2017	Common Shares	12,700	$80.81	D
Stock Option	02/22/2006⁽⁴⁾	02/22/2015	Common Shares	11,800	$68.22	D
Stock Option	02/21/2007⁽⁴⁾	02/21/2016	Common Shares	12,600	$68.62	D
Phantom Shares	⁽⁵⁾	⁽⁵⁾	Common Shares	7,624.571⁽⁶⁾	$0.00	D

Explanation of Responses:

1. These shares represent restricted shares issued under an Eaton Corporation stock plan and are subject to risk of forfeiture.

2. These shares are held in the Eaton Savings Plan.

3. These shares are held in a revocable trust for the benefit of certain of the reporting person's family members.

4. Thirty-three percent (33%) of these options become exercisable on the first and second anniversaries of the date granted and thirty-four percent (34%) on the third anniversary of the date granted.

5. This field is not applicable.

6. This number represents the number of Phantom Share Units acquired by the reporting person's deferral into the deferred incentive compensation plans maintained by the Company of bonus and long-term incentive compensation.

Remarks:

	/s/Kathleen S. O'Connor, as Attorney-in-Fact	07/10/2007
	** 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 5 (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 Number.