| VIA EDGAR | September 6, 2012 |
Ms. Erin Jaskot
Mr. Craig Slivka
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Eaton Corporation Limited |
| Registration Statement on Form S-4 |
| Filed June 22, 2012 |
| File No. 333-182303 |
Dear Ms. Jaskot and Mr. Slivka:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Eaton Corporation Limited (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendments No. 1, No. 2, No. 3 and No. 4 thereto, so that it will become effective at 3 p.m., Eastern Time, on Friday, September 7, 2012 or as soon thereafter as is practicable.
In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:
| • | Should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | The Registrant may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Marni Lerner (212-455-3443) of Simpson Thacher & Bartlett LLP with any questions you may have regarding this request. In addition, please notify Ms. Lerner when this request for acceleration has been granted.
| EATON CORPORATION LIMITED | ||
| By: | /s/ Thomas E. Moran | |
Name: | Thomas E. Moran | |
Title: | Director | |
