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Hope this helps, in short hand, and Incorporeal creature has no body(he's all alone...) on any plane of existance, an ethereal creature DOES have a body, it's just on another plane.
Incorporeal creatures cannot interact with Ethereal creatures, and ghost touch weapons cannot hurt ethereal creatures*
Incorporeal: Wraith, Spectre
Ethereal: Phase Spider, Ghost
* A Ghost CAN interact with the material world using his "manifestation" power, and said manifestation is treated as "incorporeal" - thus a ghost touch weapon helps against a manifesting host, but if the ghost stops manifesting the "ghost touch" won't allow you to hit the ghost even if you're using some sort of magic that will let you see the ghost on the ethereal plane.

INCORPOREAL
An incorporeal creature has no physical body.
It can be harmed only by other incorporeal creatures, magic weapons or creatures that strike as magic weapons, and spells, spell-like abilities, or supernatural abilities.
It is immune to all nonmagical attack forms.
Even when hit by spells or magic weapons, it has a 50% chance to ignore any damage from a corporeal source (except for positive energy, negative energy, force effects such as magic missile, or attacks made with ghost touch weapons).
Although it is not a magical attack, holy water can affect incorporeal undead, but a hit with holy water has a 50% chance of not affecting an incorporeal creature.

An incorporeal creature has no natural armor bonus but has a deflection bonus equal to its Charisma bonus (always at least +1, even if the creature's Charisma score does not normally provide a bonus).

An incorporeal creature can enter or pass through solid objects, but must remain adjacent to the object's exterior, and so cannot pass entirely through an object whose space is larger than its own.
It can sense the presence of creatures or objects within a square adjacent to its current location, but enemies have total concealment (50% miss chance) from an incorporeal creature that is inside an object.
In order to see farther from the object it is in and attack normally, the incorporeal creature must emerge.
An incorporeal creature inside an object has total cover, but when it attacks a creature outside the object it only has cover, so a creature outside with a readied action could strike at it as it attacks.
An incorporeal creature cannot pass through a force effect.

An incorporeal creature's attacks pass through (ignore) natural armor, armor, and shields, although deflection bonuses and force effects (such as mage armor) work normally against it.
Incorporeal creatures pass through and operate in water as easily as they do in air.
Incorporeal creatures cannot fall or take falling damage.
Incorporeal creatures cannot make trip or grapple attacks, nor can they be tripped or grappled. In fact, they cannot take any physical action that would move or manipulate an opponent or its equipment, nor are they subject to such actions.
Incorporeal creatures have no weight and do not set off traps that are triggered by weight.

An incorporeal creature moves silently and cannot be heard with Listen checks if it doesn't wish to be.
It has no Strength score, so its Dexterity modifier applies to both its melee attacks and its ranged attacks.
Nonvisual senses, such as scent and blindsight, are either ineffective or only partly effective with regard to incorporeal creatures.
Incorporeal creatures have an innate sense of direction and can move at full speed even when they cannot see.

ETHEREAL
Phase spiders and certain other creatures can exist on the Ethereal Plane.
While on the Ethereal Plane, a creature is called ethereal.
Unlike incorporeal creatures, ethereal creatures are not present on the Material Plane.

Ethereal creatures are invisible, inaudible, insubstantial, and scentless to creatures on the Material Plane.
Even most magical attacks have no effect on them.
See invisibility and true seeing reveal ethereal creatures.

An ethereal creature can see and hear into the Material Plane in a 60-foot radius, though material objects still block sight and sound. (An ethereal creature can't see through a material wall, for instance.)
An ethereal creature inside an object on the Material Plane cannot see.
Things on the Material Plane, however, look gray, indistinct, and ghostly.
An ethereal creature can't affect the Material Plane, not even magically.
An ethereal creature, however, interacts with other ethereal creatures and objects the way material creatures interact with material creatures and objects.

Even if a creature on the Material Plane can see an ethereal creature the ethereal creature is on another plane.
Only force effects can affect the ethereal creatures.
If, on the other hand, both creatures are ethereal, they can affect each other normally.

A force effect originating on the Material Plane extends onto the Ethereal Plane, so that a wall of force blocks an ethereal creature, and a magic missile can strike one (provided the spellcaster can see the ethereal target).
Gaze effects and abjurations also extend from the Material Plane to the Ethereal Plane.
None of these effects extend from the Ethereal Plane to the Material Plane.

Ethereal creatures move in any direction (including up or down) at will.
They do not need to walk on the ground, and material objects don't block them (though they can't see while their eyes are within solid material).

Ghosts have a power called manifestation that allows them to appear on the Material Plane as incorporeal creatures. Still, they are on the Ethereal Plane, and another ethereal creature can interact normally with a manifesting ghost.
Ethereal creatures pass through and operate in water as easily as air.
Ethereal creatures do not fall or take falling damage.

Rory, who recommends all 3.x DM's bookmark "http://www.d20srd.org/"

See - I've always thought that zombies, vampires, wights, ghouls etc should be "undead" while ghosts (and probably wraiths, spectres ect) should be considered "Spirits of the dead" - with a different ruleset for each.

I mean the ghost is fully & completely dead, it's a spirit that haunts the living, unable to move on, a very different thing from the "living dead"/Undead.

I have no problem with ghosts being ethereal (the spirit is "caught in the ether" and can only act in the world by "manifesting" - but then I think that wraiths, spectres shadows etc should all be the same as ghosts.

You'd need another category of from them aside from "undead" and probably a different set of powers & resistances.

Just a thought....
Rory

Shadows are probably a corner case.
If I were to "re-imagine" the rules I'd probably do this:

"Undead" are corporeal bodies that SHOULD be dead, but are not - they're animated despite having no "living" anatomy:
from Skeletons through ghouls/wights/zombies on up to vampires

"Shadows" would be extraplanar demonic type entities from the plane of shadow with an incorporeal template.

"The restless dead" would be spirits (ghosts/spectres/wraiths) which would have no bodies and are just the "souls". they're not undead, their "spirit" has left their body, but it hasn't gone on to it's reward/punishment - or it HAS and was then sent back.
Ghosts probably hadn't left, wraiths & spectres are either cursed, or went to Hell & were sent back/summoned up etc & remain to punish the living.
They'd have a different template, and probably not be "incorporeal" but rather something like the ethereal nature of ghosts.
You probably couldn't deal with them via weapons, but would have to exorcise them/turn them some such thing.

The key is thsat I don't see "spectral" creatures as "undead" but rather as "dead & pissed off".

Rory

I agree on the case with skeletons/zombie being constructs sometimes heck I'd use the animate object entry for them under those circumstances probably.
However, I still remember the creepy image from one of the "living dead" remakes, where a rotted zombie crawled out of a container - it's face mostly skull, but its' eyes still intact - looking around for victims... of course that could be a wight or some other intelligent undead.

As far as making all of them immune to weapons, this means half the party simply has no ability to do anything to them, and would therefore be completely useless in any encounter with them. That's not fun, for a general case. It can be interesting to do this with some *specific* critters, but I wouldn't do this generally, and I'd allow for partial success: the critter can be disrupted and seemingly killed for a while, but it would re-form until certain special conditions are met. That becomes a potentially rich adventure, to determine exactly what is necessary, and lets everyone ultimately contribute.

Yeah - The whole "Supernatural"(TV series), fill your shotgun with rock-salt & disrupt the ghosts for a few rounds, lay down the protective circle so they can't possess you/age you/whatever . You'd want to use these creatures as special cases, non standard stuff definitely.
You could have "salt"/holy water disrupt the "spectral force" for 3d6 rounds/minutes
Holy weapon as above
Magic weapon say d6+1 rounds
Iron weapon d4+1 rounds
Regular weapon with iron in it (steel etc) d4 rounds
Give the fighters/rogues something to do while the clercis/mages work their magic....

I'd be talking about a major change to a whole class of monster, though these would fall into the opposite category from golems - golems are for the fighters to bash, while the wizard runs & hides or buffs the fighters 'cause their magic don't work on the golem...

Just so you know - this is just one of those idle DM thoughts that's been floating about in my head for a couple of years, not something I've actually gone so far as to work on for game use...

Rory