Securities Exchange Act of 1934
Rule 12g-3 — Successor issuers

November 8, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

• After consummation of the Transaction, New Eaton’s ordinary shares will be deemed registered under the Exchange Act by operation of Rule 12g-3(c), and New Eaton will be a “large accelerated filer” for purposes of Exchange Act Rule 12b-2.

• After consummation of the Transaction and before New Eaton files its first annual report on Form 10-K after the Transaction, it may use Form S-8 or post-effective amendments to the Registration Statement (assuming a sufficient number of New Eaton ordinary shares are included) to register the securities covered by the New Eaton Plans and any new benefit plans, stock purchase plans or stock incentive plans of New Eaton.

• New Eaton may take into account Eaton’s and Cooper’s reporting histories under the Exchange Act in determining its eligibility to use Forms S-3, S-4 and S-8.

• New Eaton may take into account Eaton’s and Cooper’s Exchange Act reporting histories in determining whether New Eaton has complied with the current public information requirements of Securities Act Rule 144(c)(1).

• New Eaton may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

These positions are based on the representations made to the Division in your letter. Different Facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/eaton-corporation-110812-12g3.htm