Ownership Submission
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, 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 *
  GROSS THOMAS
 2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2009		 3. Issuer Name and Ticker or Trading Symbol
EATON CORP [ETN]
(Last)
(First)
(Middle)
EATON CENTER, 1111 SUPERIOR AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VC & COO - Electrical Sector
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CLEVELAND, OH 44114		 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 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 32,242 (1)
D
 
Common Shares 1,105.759 (2)
I
by trustee of ESP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 02/26/2009(3) 02/26/2018 Common Shares 17,600 $ 83.13 D  
Stock Option 02/27/2008(3) 02/27/2017 Common Shares 16,000 $ 80.81 D  
Stock Option 02/21/2007(3) 02/21/2016 Common Shares 12,500 $ 68.62 D  
Stock Option 02/22/2006(3) 02/22/2015 Common Shares 21,000 $ 68.22 D  
Stock Option 02/24/2005(3) 02/24/2014 Common Shares 28,000 $ 59.07 D  
Stock Option 01/02/2004(3) 01/02/2013 Common Shares 75,600 $ 39.68 D  
Phantom Shares   (4)   (4) Common Shares 3,104.05 (5) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GROSS THOMAS
EATON CENTER
1111 SUPERIOR AVENUE
CLEVELAND, OH 44114		       VC & COO - Electrical Sector  

Signatures

/s/Kathleen S. O'Connor, as Attorney-in-Fact 02/11/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Certain of 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) 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.
(4) This field is not applicable.
(5) Phantom Share Units acquired under the Company's deferred incentive compensation plans.

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