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.

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.