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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION:		Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1(a) NAME OF ISSUER

(b) IRS IDENT. NO.

(c) S.E.C. F ILE NO.

Eaton Corporation

34-0196300

1-1396

1(d) ADDRESS OF ISSUER

STREET

(e) TELEPHONE NO.

Eaton Center 1111 Superior Avenue

CITY

STATE

ZIP CODE

AREA CODE AND NUMBER

Cleveland

OH

44114

216

523-5000

2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b) IRS IDENT. NO.

(c) RELATIONSHIP TO ISSUER

(d) ADDRESS

CITY

STATE

ZIP CODE

John R. Miller

Director

29325 Chagrin Blvd., Suite 301

Pepper Pike

OH

44112

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

SEC USE

3(a)

(b)

ONLY

(c)

(d)

(e)

(f)

(g)

Name and Address of Each Broker

Number of Shares or

Number of Shares

Approximate Date

Name of Each

Through Whom the Securities are to be

Other Units To Be

Aggregate

or Other Units

of Sale

Securities

Title of the Class of Securities

Offered or Each Market Maker who is

Broker-Dealer

Sold

Market Value

Outstanding

(See instr. 3(f))

Exchange

To Be Sold

Acquiring the Securities

File Number

(See instr. 3(c))

(See instr. 3(d))

(See instr. 3(e))

(M0. DAY YR.)

(See instr. 3(g))

Common Shares

Fidelity Brokerage Services

2,324

$

156,636.92

150,000,000

09/07/2006

NYSE

100 Summer Street Boston, MA 02110

 

 

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Name of Person from

Date you

Whom Acquired

Amount of

Title of the Class

Acquired

Nature of Acquisition Transaction

(If gift, also give date donor acquired)

Securities Acquired

Date of Payment

Nature of Payment

Common Shares

09/07/2006

Option Exercise and Sale

Eaton Corportion

2,324

09/07/2006

Cash

INSTRUCTIONS:		1. If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
		2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months
by the person for whose account the securities are to be sold.

						Amount of
Name and Address of Seller		Title of Securities Sold		Date of Sale		Securities Sold		Gross Proceeds

Remarks:

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

09/06/2006

/s/ John R. Miller, by Claudia J. Taller as attorney-in-fact.

(Signature)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.