<PAGE>   1
   As filed with the Securities and Exchange Commission on February 24, 1995

                                                    Registration No.  __________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                            COOPER INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Ohio                                             31-4156620
 (State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

     1001 Fannin, Suite 4000                                    77002
            Houston, Texas                                    (Zip Code)
(Address of Principal Executive Offices)

                            COOPER INDUSTRIES, INC.
                             1986 STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------

                              Diane K. Schumacher
                         Vice President, Administration
                            and Corporate Secretary
                            1001 Fannin, Suite 4000
                              Houston, Texas 77002
                    (Name and Address of Agent for Service)
                                 [713] 739-5400
          (Telephone Number Including Area Code, of Agent for Service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=================================================================================================
                                                      Proposed         Proposed
                                                      Maximum          Maximum
                                       Amount         Offering         Aggregate      Amount of
Title of Securities                    to be          Price Per        Offering      Registration
                                   Registered(1)        Share            Price           Fee   
- -------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>            <C>                <C>
Common Stock, $5.00                 600,000 Shs       $39.13(2)      $23,478,000        $8,096
   Par Value

=================================================================================================
</TABLE>

(1)      Includes an undeterminable number of additional shares which may
         become issuable pursuant to antidilution provisions of the Plan.

(2)      Average of high and low prices of such stock on the New York Stock
         Exchange on February 17, 1995.

================================================================================
<PAGE>   2
                            COOPER INDUSTRIES, INC.

                            COOPER INDUSTRIES, INC.
                             1986 STOCK OPTION PLAN

                             Cross Reference Sheet
                            Pursuant to Rule 404(a)



Form S-8 Item and Heading                  Caption in Registration Statement
- -------------------------                  ---------------------------------
Facing Page

Part I - Information Required in the       Not Applicable
      Section 10(a) Prospectus

1.    Plan Information                     Not Applicable

2.    Registration Information and         Not Applicable
      Employee Plan Annual Return

Part II - Information Required in        
      the Registration Statement

3.    Incorporation of Documents by        Incorporation of Documents by
      Reference                            Reference

4.    Description of Securities            Description of Securities

5.    Interests of Named Experts and       Interests of Named Experts and 
      Counsel                              Counsel

6.    Indemnification of Directors         Indemnification of Directors and
      and Officers                         Officers

7.    Exemption From Registration          Exemption From Registration 
      Claimed                              Claimed

8.    Exhibits                             Exhibits

9.    Undertakings                         Undertakings




<PAGE>   3
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission by Cooper Industries, Inc.  ("Cooper" or "Company"), are
incorporated herein by reference and made a part hereof:  (a) Annual Report on
Form 10-K for the year ended December 31, 1993; (b) Quarterly Report on Form
10-Q for the quarter ended March 31, 1994; (c) Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994; (d) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; (e) Current Report on Form 8-K filed January
27, 1994; (f) Current Report on Form 8-K filed September 19, 1994; and (g)
Current Report on Form 8-K filed November 23, 1994.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that securities offered hereunder have been sold or
that deregisters all securities registered hereunder that remain unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

         The authorized capital stock of Cooper consists of (i) 250,000,000
shares of common stock par value $5.00 per share ("Cooper Common Stock"), of
which 116,939,115 shares were outstanding on January 31, 1995, (ii) 1,340,750
shares of preferred stock with no par value, issuable in a series ("No Par
Preferred Stock"), of which 800,000 shares have been designated Series A
Participating Preferred Stock, of which no shares are outstanding, (iii)
2,821,079 shares of preferred stock par value $1.00 per share, issuable in a
series ("$1.00 Preferred Stock"), of which no shares are outstanding; (iv)
10,000,000 shares of preferred stock par value $2.00 per share ("$2.00
Preferred Stock"), of which no shares are outstanding.  The No Par Preferred
Stock, the $1.00 Preferred Stock and the $2.00 Preferred Stock are hereinafter
referred to as "Cooper Preferred Stock".  Terms of each series of Cooper
Preferred Stock may be fixed by the Board of Directors of Cooper within certain
limits set by its Articles of Incorporation.

COOPER COMMON STOCK

         Each share of Cooper Common Stock is entitled to one vote.  Subject to
rights of holders of outstanding Cooper Preferred Stock, if any, the holders of
Cooper Common Stock are entitled to such dividends as the Board of Directors
may declare out of funds legally available therefor.  Upon liquidation, each
share of Cooper Common Stock would be entitled to an equal share of all of the
assets after payment of creditors and the payment of Cooper Preferred Stock and
cumulative unpaid dividends thereon.  There are no preemptive rights or
redemption rights or redemption, conversion or sinking





                                      II-1
<PAGE>   4
fund privileges with respect to the Cooper Common Stock.  Holders of Cooper
Common Stock are not entitled to cumulative voting in the election of
directors.  All outstanding shares are, and the shares of Cooper Common Stock
to be issued upon conversion of the Company's 7.05% Convertible Subordinated
Debentures due 2015 (the "Debentures") will be, fully paid and nonassessable
with no personal liability attached to the ownership thereof.  The Company's
Amended Code of Regulations provides that directors are to be divided into
three classes, each class to consist of three or more directors, elected for
terms of three years.

COOPER SHARE PURCHASE RIGHTS PLAN

         On February 17, 1987, the Board of Directors of Cooper declared a
dividend distribution of one Right for each outstanding share of Cooper Common
Stock to shareholders of record at the close of business on February 27, 1987.
Rights also have been issued with respect to all shares of Cooper Common Stock
issued after February 27, 1987.  Each Right entitles the registered holder to
purchase from Cooper a unit consisting of one two-hundredth of a share (a
"Unit") of Series A Participating Preferred Stock (the "Participating Preferred
Stock"), no par value, at $87.50 per Unit (adjusted for the two-for-one Cooper
Common Stock split effective March 20, 1989), subject to further adjustment
(the "Purchase Price").  The Purchase Price may be paid, at the option of the
holder, in cash or shares of Cooper Common Stock having a value at the time of
exercise equal to the Purchase Price.  The description and terms of the Rights
are set forth in the Rights Agreement between Cooper and First Chicago Trust
Company of New York, as Rights Agent.

         The Rights are attached to all Cooper Common Stock certificates
representing shares that are outstanding and no separate Rights Certificates
have been distributed.  The Rights will separate from the Cooper Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Cooper Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender or exchange offer that would result in a person or
group beneficially owning 30% or more of such outstanding shares of Cooper
Common Stock.  The Board of Directors of Cooper has the right to postpone the
Distribution Date.  Until the Distribution Date, (i) the Rights will be
evidenced by the Cooper Common Stock certificates, (ii) Cooper Common Stock
certificates issued after February 27, 1987 contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Cooper Common Stock outstanding also will constitute the
transfer of the Rights associated with the Cooper Common Stock represented by
such certificate.  Cooper will not be obligated to issue or attach Rights to
shares of Cooper Common Stock issued after a Distribution Date (upon conversion
of the Debentures or otherwise).

         The Rights are not exercisable until the Distribution Date and expire
at the close of business on February 27, 1997, unless earlier redeemed by
Cooper as described below.





                                      II-2
<PAGE>   5
         As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Cooper Common Stock as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.  Except as otherwise
determined by the Board of Directors, only shares of Cooper Common Stock issued
prior to the Distribution Date will be issued with Rights.

         In the event that, at any time following the Distribution Date (i)
Cooper is the surviving corporation in a merger with an Acquiring Person and
the Cooper Common Stock is not changed or exchanged, (ii) a person becomes the
beneficial owner of more than 30% of the then outstanding shares of Cooper
Common Stock (except pursuant to an offer for all outstanding shares of Cooper
Common Stock that Cooper's independent directors determine to be fair to and
otherwise in the best interests of Cooper and its shareholders), (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs that results in such Acquiring Person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), each holder of a Right will thereafter have the right to receive, in
lieu of a number of one two-hundredths of a share of Participating Preferred
Stock, upon exercise, Cooper Common Stock (or, in certain circumstances, cash,
property or other securities of Cooper) having a value equal to two times the
exercise price of the Right.  Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of any events set
forth above until such time as the Rights are no longer redeemable by Cooper as
set forth below.

         In the event that, at any time following the Stock Acquisition Date,
(i) Cooper is acquired in a merger or other business combination transaction in
which Cooper is not the surviving corporation (other than a merger described in
the preceding paragraph or a merger that follows an offer described in the
preceding paragraph), or (ii) 50% or more of Cooper's assets or earning power
is sold or transferred, each holder of a Right (except Rights that previously
have been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right.  The events set forth in
this paragraph and in the preceding paragraph are referred to as the
"Triggering Events".

         The Purchase Price payable, and the number of Units of Participating
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Participating Preferred Stock, (ii) if holders of the
Participating Preferred Stock are granted certain rights or warrants to
subscribe for Participating Preferred Stock, or (iii) upon the distribution to
holders of the Participating Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).  With certain exceptions, no





                                      II-3
<PAGE>   6
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price.  No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Participating Preferred Stock on the last trading date
prior to the date of exercise.

         At any time until 10 days following the Stock Acquisition Date, Cooper
may redeem the Rights in whole, but not in part, at a price of $.005 per Right
(adjusted for the two-for-one Cooper Common Stock split effective March 20,
1989).  After the redemption period has expired, Cooper's right of redemption
may be reinstated if an Acquiring Person reduces his beneficial ownership to
10% or less of the outstanding shares of Cooper Common Stock in a transaction
or series of transactions not involving Cooper.  Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.005 redemption price.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of Cooper, including, without limitation, the right to
vote or to receive dividends.  While the distribution of the Rights was not a
taxable event to shareholders or to Cooper, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable or are exercised for Cooper Common Stock (or other consideration)
of Cooper or for common stock of the acquiring company as set forth below.

         Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of Cooper prior to the Distribution Date, including
provisions regarding redemption of the Rights.  After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the interest
of holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.

         The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire Cooper
without conditioning the offer on a substantial number of Rights being
acquired.  The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of Cooper since the Board of
Directors may, at its option, at any time prior to the close of business on the
earlier of (i) the tenth day following the Stock Acquisition Date or (ii)
February 27, 1997 redeem all but not less than all the then outstanding Rights
at the redemption price.

         The form of Rights Agreement specifying the terms of the Rights is
attached hereto as Exhibits 99.1, 99.2 and 99.3 and is incorporated herein by
reference.  The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such agreement.





                                      II-4
<PAGE>   7
SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

         The Company's Articles of Incorporation contain a fair price provision
that requires a higher percentage of shareholders' vote to approve any Business
Combination (as defined in the Articles of Incorporation) than would otherwise
be required.  Pursuant to the fair price provision, any Business Combination
involving a Related Person (defined in the Articles of Incorporation generally
to mean the holders of 20% or more of the Cooper Common Stock outstanding) must
be approved by the holders of at least 80% of the voting power of the Company.
The term "Business Combination" generally includes (i) any merger,
consolidation or share exchange of the Company with a Related Person, (ii) any
sale or other disposition of all or a Substantial Part (defined in the Articles
of Incorporation generally to mean more than 20% of the fair market value of
the Company's total consolidated assets as of its most recent fiscal year end)
of the assets of the Company, to any Related Person, or of the Related Person
to the Company, (iii) the issuance or transfer of any securities of the Company
by the Company to a Related Person (other than on a pro rata basis to all
shareholders of the Company), (iv) any reclassification of securities,
recapitalization or other transaction involving the Company that would increase
the voting power of the Related Person, (v) any plan of liquidation or
dissolution proposed by or on behalf of a Related Person and (vi) any agreement
or arrangement providing for any of the events described above as a Business
Combination.

         The special shareholder voting requirement of the fair price provision
is not applicable to a Business Combination if either of the following two
conditions are satisfied: (i) two-thirds of the Continuing Directors (as
defined in the Company's Articles of Incorporation) have approved the Business
Combination, or (ii) certain minimum price or consideration and procedural
requirements are satisfied.

         The Company's Articles of Incorporation generally define "Continuing
Directors" to mean a director who either (i) was a member of the Board of
Directors of the Company immediately prior to the time that the Related Person
became a Related Person, or (ii) was designated in the appropriate manner as a
Continuing Director by two-thirds of the then other Continuing Directors.

         Amendment of the fair price provision of the Company's Articles of
Incorporation requires the affirmative vote of the holders of at least 80% of
the voting power of the Company, or if such amendment is recommended by
two-thirds of the Continuing Directors, by the vote required by the applicable
provisions of the General Corporation Law of the State of Ohio and the
Company's Articles of Incorporation.

Item 5.  Interests of Named Experts and Counsel.

         The opinion as to the legality of the securities registered hereunder
is being given by Diane K. Schumacher, Vice President, Administration and
Corporate Secretary of the Company.





                                      II-5
<PAGE>   8
Item 6.  Indemnification of Directors and Officers.

         Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation.  The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.

         In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors.  The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987.  The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following is a list of Exhibits filed with this Registration
Statement:

         4.1     1986 Stock Option Plan (incorporated herein by reference to
                 Registration Statement No. 2-33-19574 on Form S-8 filed with
                 the Commission on January 11, 1988).

         5.1     Opinion of Diane K. Schumacher as to legality of securities
                 being issued.

         23.1    Consent of Diane K. Schumacher (included in Exhibit 5.1).

         23.2    Consent of Ernst & Young LLP, Independent Auditors.

         24.1    Powers of Attorney from certain members of Cooper Industries,
                 Inc. Board of Directors.

         99.1    Rights Agreement dated as of February 17, 1987 between Cooper
                 Industries, Inc. and First City National Bank of Houston
                 (incorporated herein by reference to Registration Statement on
                 Form 8-A filed with the Commission on February 23, 1987).

         99.2    Amendment No. 1 to Rights Agreement dated as of August 14,
                 1989 between Cooper Industries, Inc. and First City National
                 Bank of Houston.





                                      II-6
<PAGE>   9
         99.3    Amendment No. 2 to Rights Agreement dated as of November 16,
                 1990 between Cooper Industries, Inc. and First Chicago Trust
                 Company of New York.

Item 9.  Undertakings.
 
         "The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

         (4)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (5)     To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such





                                      II-7
<PAGE>   10
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.





                                      II-8
<PAGE>   11
                                   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 of 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 Houston, State of Texas, on February 23, 1995.

                                        COOPER INDUSTRIES, INC.

                                        By  /s/ DIANE K. SCHUMACHER   
                                           --------------------------------- 
                                           Diane K. Schumacher               
                                           Vice President, Administration    
                                            and Corporate Secretary          
                                                                             
         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 dates indicated.

<TABLE>
<CAPTION>
         Signature                    Title                                 Date      
         ---------                    -----                                 ----      

<S>                              <C>                                <C> 
 /s/ ROBERT CIZIK                Director, Chairman and Chief       February 23, 1995 
- ------------------------------   Executive Officer (Principal                         
       Robert Cizik              Executive Officer)                                   
                                                                                      
                                                                                      
 /s/ DEWAIN K. CROSS             Senior Vice President, Finance     February 23, 1995 
- ------------------------------   (Principal Financial Officer)                        
       Dewain K. Cross                                                                
                                                                                      
 /s/ JOSEPH D. CHAMBERLAIN       Controller, Accounting             February 23, 1995 
- ------------------------------   (Principal Accounting Officer)                       
       Joseph D. Chamberlain                                                          
                                                                                      
 /s/ H. JOHN RILEY, JR.          Director                           February 23, 1995 
- ------------------------------                                                        
       H. John Riley, Jr.                                                             
                                                                                      
 /s/ WARREN L. BATTS*            Director                           February 23, 1995 
- ------------------------------                                                        
       Warren L. Batts                                                                
                                                                                      
 /s/ HAROLD S. HOOK*             Director                           February 23, 1995 
- ------------------------------                                                        
       Harold S. Hook                                                                 
                                                                                      
 /s/ CONSTANTINE S. NICANDROS*   Director                           February 23, 1995 
- ------------------------------                                                        
       Constantine S. Nicandros                                                       
                                                                                      
 /s/ FRANK A. OLSON*             Director                           February 23, 1995 
- ------------------------------                                                        
       Frank A. Olson                                                                 
                                                                                      
 /s/ A. THOMAS YOUNG*            Director                           February 23, 1995 
- ------------------------------                                                               
       A. Thomas Young                                                           

*By     /s/ DIANE K. SCHUMACHER 
       -------------------------
            Diane K. Schumacher
            Vice President,
             Administration and
             Corporate Secretary
</TABLE>





                                      II-9
<PAGE>   12
                                 EXHIBIT INDEX


Exhibit No.               Description
- -----------               -----------

4.1             1986 Stock Option Plan (incorporated herein by       
                reference to Registration Statement No. 2-33-19574   
                on Form S-8 filed with the Commission on January 11, 
                1988).                                               
                                                                     
5.1             Opinion of Diane K. Schumacher as to legality of     
                securities being issued.                             
                                                                     
23.1            Consent of Diane K. Schumacher (included in          
                Exhibit 5.1).                                        
                          
23.2            Consent of Ernst & Young LLP, Independent Auditors.  
                                                                         
24.1            Powers of Attorney from certain members of Cooper Industries, 
                Inc. Board of Directors.                   
                                                                         
99.1            Rights Agreement dated as of February 17, 1987 between Cooper 
                Industries, Inc. and First City National Bank of Houston 
                (incorporated herein by reference to Registration Statement on
                Form 8-A filed with the Commission on February 23, 1987).
                                                                         
99.2            Amendment No. 1 to Rights Agreement dated as of August 14, 1989
                between Cooper Industries, Inc. and First City National Bank 
                of Houston.                                                   
                                                                              
99.3            Amendment No. 2 to Rights Agreement dated as of November 16,
                1990 between Cooper Industries, Inc. and First Chicago Trust 
                Company of New York.
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{"company-data": {"conformed-name": "COOPER INDUSTRIES INC", "cik": "0000024454", "assigned-sic": "3613", "irs-number": "314156620", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57829", "film-number": "95515120"}, "business-address": {"street1": "1001 FANNIN STE 4000", "street2": "FIRST CITY TWR", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7137395400"}, "mail-address": {"street1": "P.O. BOX 4446", "city": "HOUSTON", "state": "TX", "zip": "77210"}, "former-company": {"former-conformed-name": "COOPER BESSEMER CORP", "date-changed": "19710505"}}
1
   As filed with the Securities and Exchange Commission on February 24, 1995

                                                    Registration No.  __________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                            COOPER INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Ohio                                             31-4156620
 (State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

     1001 Fannin, Suite 4000                                    77002
            Houston, Texas                                    (Zip Code)
(Address of Principal Executive Offices)

                            COOPER INDUSTRIES, INC.
                             1986 STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------

                              Diane K. Schumacher
                         Vice President, Administration
                            and Corporate Secretary
                            1001 Fannin, Suite 4000
                              Houston, Texas 77002
                    (Name and Address of Agent for Service)
                                 [713] 739-5400
          (Telephone Number Including Area Code, of Agent for Service)

                              --------------------

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                      Proposed         Proposed
                                                      Maximum          Maximum
                                       Amount         Offering         Aggregate      Amount of
Title of Securities                    to be          Price Per        Offering      Registration
                                   Registered(1)        Share            Price           Fee   
- -------------------------------------------------------------------------------------------------
Common Stock, $5.00                 600,000 Shs       $39.13(2)      $23,478,000        $8,096
   Par Value

=================================================================================================
(1)      Includes an undeterminable number of additional shares which may
         become issuable pursuant to antidilution provisions of the Plan.

(2)      Average of high and low prices of such stock on the New York Stock
         Exchange on February 17, 1995.

================================================================================
2
                            COOPER INDUSTRIES, INC.

                            COOPER INDUSTRIES, INC.
                             1986 STOCK OPTION PLAN

                             Cross Reference Sheet
                            Pursuant to Rule 404(a)

Form S-8 Item and Heading                  Caption in Registration Statement
- -------------------------                  ---------------------------------
Facing Page

Part I - Information Required in the       Not Applicable
      Section 10(a) Prospectus

1.    Plan Information                     Not Applicable

2.    Registration Information and         Not Applicable
      Employee Plan Annual Return

Part II - Information Required in        
      the Registration Statement

3.    Incorporation of Documents by        Incorporation of Documents by
      Reference                            Reference

4.    Description of Securities            Description of Securities

5.    Interests of Named Experts and       Interests of Named Experts and 
      Counsel                              Counsel

6.    Indemnification of Directors         Indemnification of Directors and
      and Officers                         Officers

7.    Exemption From Registration          Exemption From Registration 
      Claimed                              Claimed

8.    Exhibits                             Exhibits

9.    Undertakings                         Undertakings
3
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission by Cooper Industries, Inc.  ("Cooper" or "Company"), are
incorporated herein by reference and made a part hereof:  (a) Annual Report on
Form 10-K for the year ended December 31, 1993; (b) Quarterly Report on Form
10-Q for the quarter ended March 31, 1994; (c) Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994; (d) Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; (e) Current Report on Form 8-K filed January
27, 1994; (f) Current Report on Form 8-K filed September 19, 1994; and (g)
Current Report on Form 8-K filed November 23, 1994.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that securities offered hereunder have been sold or
that deregisters all securities registered hereunder that remain unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

         The authorized capital stock of Cooper consists of (i) 250,000,000
shares of common stock par value $5.00 per share ("Cooper Common Stock"), of
which 116,939,115 shares were outstanding on January 31, 1995, (ii) 1,340,750
shares of preferred stock with no par value, issuable in a series ("No Par
Preferred Stock"), of which 800,000 shares have been designated Series A
Participating Preferred Stock, of which no shares are outstanding, (iii)
2,821,079 shares of preferred stock par value $1.00 per share, issuable in a
series ("$1.00 Preferred Stock"), of which no shares are outstanding; (iv)
10,000,000 shares of preferred stock par value $2.00 per share ("$2.00
Preferred Stock"), of which no shares are outstanding.  The No Par Preferred
Stock, the $1.00 Preferred Stock and the $2.00 Preferred Stock are hereinafter
referred to as "Cooper Preferred Stock".  Terms of each series of Cooper
Preferred Stock may be fixed by the Board of Directors of Cooper within certain
limits set by its Articles of Incorporation.

COOPER COMMON STOCK

         Each share of Cooper Common Stock is entitled to one vote.  Subject to
rights of holders of outstanding Cooper Preferred Stock, if any, the holders of
Cooper Common Stock are entitled to such dividends as the Board of Directors
may declare out of funds legally available therefor.  Upon liquidation, each
share of Cooper Common Stock would be entitled to an equal share of all of the
assets after payment of creditors and the payment of Cooper Preferred Stock and
cumulative unpaid dividends thereon.  There are no preemptive rights or
redemption rights or redemption, conversion or sinking

                                      II-1
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fund privileges with respect to the Cooper Common Stock.  Holders of Cooper
Common Stock are not entitled to cumulative voting in the election of
directors.  All outstanding shares are, and the shares of Cooper Common Stock
to be issued upon conversion of the Company's 7.05% Convertible Subordinated
Debentures due 2015 (the "Debentures") will be, fully paid and nonassessable
with no personal liability attached to the ownership thereof.  The Company's
Amended Code of Regulations provides that directors are to be divided into
three classes, each class to consist of three or more directors, elected for
terms of three years.

COOPER SHARE PURCHASE RIGHTS PLAN

         On February 17, 1987, the Board of Directors of Cooper declared a
dividend distribution of one Right for each outstanding share of Cooper Common
Stock to shareholders of record at the close of business on February 27, 1987.
Rights also have been issued with respect to all shares of Cooper Common Stock
issued after February 27, 1987.  Each Right entitles the registered holder to
purchase from Cooper a unit consisting of one two-hundredth of a share (a
"Unit") of Series A Participating Preferred Stock (the "Participating Preferred
Stock"), no par value, at $87.50 per Unit (adjusted for the two-for-one Cooper
Common Stock split effective March 20, 1989), subject to further adjustment
(the "Purchase Price").  The Purchase Price may be paid, at the option of the
holder, in cash or shares of Cooper Common Stock having a value at the time of
exercise equal to the Purchase Price.  The description and terms of the Rights
are set forth in the Rights Agreement between Cooper and First Chicago Trust
Company of New York, as Rights Agent.

         The Rights are attached to all Cooper Common Stock certificates
representing shares that are outstanding and no separate Rights Certificates
have been distributed.  The Rights will separate from the Cooper Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Cooper Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the
commencement of a tender or exchange offer that would result in a person or
group beneficially owning 30% or more of such outstanding shares of Cooper
Common Stock.  The Board of Directors of Cooper has the right to postpone the
Distribution Date.  Until the Distribution Date, (i) the Rights will be
evidenced by the Cooper Common Stock certificates, (ii) Cooper Common Stock
certificates issued after February 27, 1987 contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Cooper Common Stock outstanding also will constitute the
transfer of the Rights associated with the Cooper Common Stock represented by
such certificate.  Cooper will not be obligated to issue or attach Rights to
shares of Cooper Common Stock issued after a Distribution Date (upon conversion
of the Debentures or otherwise).

         The Rights are not exercisable until the Distribution Date and expire
at the close of business on February 27, 1997, unless earlier redeemed by
Cooper as described below.

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         As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Cooper Common Stock as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.  Except as otherwise
determined by the Board of Directors, only shares of Cooper Common Stock issued
prior to the Distribution Date will be issued with Rights.

         In the event that, at any time following the Distribution Date (i)
Cooper is the surviving corporation in a merger with an Acquiring Person and
the Cooper Common Stock is not changed or exchanged, (ii) a person becomes the
beneficial owner of more than 30% of the then outstanding shares of Cooper
Common Stock (except pursuant to an offer for all outstanding shares of Cooper
Common Stock that Cooper's independent directors determine to be fair to and
otherwise in the best interests of Cooper and its shareholders), (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs that results in such Acquiring Person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), each holder of a Right will thereafter have the right to receive, in
lieu of a number of one two-hundredths of a share of Participating Preferred
Stock, upon exercise, Cooper Common Stock (or, in certain circumstances, cash,
property or other securities of Cooper) having a value equal to two times the
exercise price of the Right.  Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of any events set
forth above until such time as the Rights are no longer redeemable by Cooper as
set forth below.

         In the event that, at any time following the Stock Acquisition Date,
(i) Cooper is acquired in a merger or other business combination transaction in
which Cooper is not the surviving corporation (other than a merger described in
the preceding paragraph or a merger that follows an offer described in the
preceding paragraph), or (ii) 50% or more of Cooper's assets or earning power
is sold or transferred, each holder of a Right (except Rights that previously
have been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right.  The events set forth in
this paragraph and in the preceding paragraph are referred to as the
"Triggering Events".

         The Purchase Price payable, and the number of Units of Participating
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Participating Preferred Stock, (ii) if holders of the
Participating Preferred Stock are granted certain rights or warrants to
subscribe for Participating Preferred Stock, or (iii) upon the distribution to
holders of the Participating Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).  With certain exceptions, no

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adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price.  No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Participating Preferred Stock on the last trading date
prior to the date of exercise.

         At any time until 10 days following the Stock Acquisition Date, Cooper
may redeem the Rights in whole, but not in part, at a price of $.005 per Right
(adjusted for the two-for-one Cooper Common Stock split effective March 20,
1989).  After the redemption period has expired, Cooper's right of redemption
may be reinstated if an Acquiring Person reduces his beneficial ownership to
10% or less of the outstanding shares of Cooper Common Stock in a transaction
or series of transactions not involving Cooper.  Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.005 redemption price.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of Cooper, including, without limitation, the right to
vote or to receive dividends.  While the distribution of the Rights was not a
taxable event to shareholders or to Cooper, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable or are exercised for Cooper Common Stock (or other consideration)
of Cooper or for common stock of the acquiring company as set forth below.

         Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of Cooper prior to the Distribution Date, including
provisions regarding redemption of the Rights.  After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the interest
of holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.

         The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire Cooper
without conditioning the offer on a substantial number of Rights being
acquired.  The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of Cooper since the Board of
Directors may, at its option, at any time prior to the close of business on the
earlier of (i) the tenth day following the Stock Acquisition Date or (ii)
February 27, 1997 redeem all but not less than all the then outstanding Rights
at the redemption price.

         The form of Rights Agreement specifying the terms of the Rights is
attached hereto as Exhibits 99.1, 99.2 and 99.3 and is incorporated herein by
reference.  The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such agreement.

                                      II-4
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SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

         The Company's Articles of Incorporation contain a fair price provision
that requires a higher percentage of shareholders' vote to approve any Business
Combination (as defined in the Articles of Incorporation) than would otherwise
be required.  Pursuant to the fair price provision, any Business Combination
involving a Related Person (defined in the Articles of Incorporation generally
to mean the holders of 20% or more of the Cooper Common Stock outstanding) must
be approved by the holders of at least 80% of the voting power of the Company.
The term "Business Combination" generally includes (i) any merger,
consolidation or share exchange of the Company with a Related Person, (ii) any
sale or other disposition of all or a Substantial Part (defined in the Articles
of Incorporation generally to mean more than 20% of the fair market value of
the Company's total consolidated assets as of its most recent fiscal year end)
of the assets of the Company, to any Related Person, or of the Related Person
to the Company, (iii) the issuance or transfer of any securities of the Company
by the Company to a Related Person (other than on a pro rata basis to all
shareholders of the Company), (iv) any reclassification of securities,
recapitalization or other transaction involving the Company that would increase
the voting power of the Related Person, (v) any plan of liquidation or
dissolution proposed by or on behalf of a Related Person and (vi) any agreement
or arrangement providing for any of the events described above as a Business
Combination.

         The special shareholder voting requirement of the fair price provision
is not applicable to a Business Combination if either of the following two
conditions are satisfied: (i) two-thirds of the Continuing Directors (as
defined in the Company's Articles of Incorporation) have approved the Business
Combination, or (ii) certain minimum price or consideration and procedural
requirements are satisfied.

         The Company's Articles of Incorporation generally define "Continuing
Directors" to mean a director who either (i) was a member of the Board of
Directors of the Company immediately prior to the time that the Related Person
became a Related Person, or (ii) was designated in the appropriate manner as a
Continuing Director by two-thirds of the then other Continuing Directors.

         Amendment of the fair price provision of the Company's Articles of
Incorporation requires the affirmative vote of the holders of at least 80% of
the voting power of the Company, or if such amendment is recommended by
two-thirds of the Continuing Directors, by the vote required by the applicable
provisions of the General Corporation Law of the State of Ohio and the
Company's Articles of Incorporation.

Item 5.  Interests of Named Experts and Counsel.

         The opinion as to the legality of the securities registered hereunder
is being given by Diane K. Schumacher, Vice President, Administration and
Corporate Secretary of the Company.

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Item 6.  Indemnification of Directors and Officers.

         Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation.  The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.

         In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors.  The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987.  The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following is a list of Exhibits filed with this Registration
Statement:

         4.1     1986 Stock Option Plan (incorporated herein by reference to
                 Registration Statement No. 2-33-19574 on Form S-8 filed with
                 the Commission on January 11, 1988).

         5.1     Opinion of Diane K. Schumacher as to legality of securities
                 being issued.

         23.1    Consent of Diane K. Schumacher (included in Exhibit 5.1).

         23.2    Consent of Ernst & Young LLP, Independent Auditors.

         24.1    Powers of Attorney from certain members of Cooper Industries,
                 Inc. Board of Directors.

         99.1    Rights Agreement dated as of February 17, 1987 between Cooper
                 Industries, Inc. and First City National Bank of Houston
                 (incorporated herein by reference to Registration Statement on
                 Form 8-A filed with the Commission on February 23, 1987).

         99.2    Amendment No. 1 to Rights Agreement dated as of August 14,
                 1989 between Cooper Industries, Inc. and First City National
                 Bank of Houston.

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         99.3    Amendment No. 2 to Rights Agreement dated as of November 16,
                 1990 between Cooper Industries, Inc. and First Chicago Trust
                 Company of New York.

Item 9.  Undertakings.
 
         "The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;

         (4)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (5)     To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report,
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such

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liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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                                   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 of 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 Houston, State of Texas, on February 23, 1995.

                                        COOPER INDUSTRIES, INC.

                                        By  /s/ DIANE K. SCHUMACHER   
                                           --------------------------------- 
                                           Diane K. Schumacher               
                                           Vice President, Administration    
                                            and Corporate Secretary          
                                                                             
         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 dates indicated.
Signature                    Title                                 Date      
         ---------                    -----                                 ----
/s/ ROBERT CIZIK                Director, Chairman and Chief       February 23, 1995 
- ------------------------------   Executive Officer (Principal                         
       Robert Cizik              Executive Officer)                                   
                                                                                      
                                                                                      
 /s/ DEWAIN K. CROSS             Senior Vice President, Finance     February 23, 1995 
- ------------------------------   (Principal Financial Officer)                        
       Dewain K. Cross                                                                
                                                                                      
 /s/ JOSEPH D. CHAMBERLAIN       Controller, Accounting             February 23, 1995 
- ------------------------------   (Principal Accounting Officer)                       
       Joseph D. Chamberlain                                                          
                                                                                      
 /s/ H. JOHN RILEY, JR.          Director                           February 23, 1995 
- ------------------------------                                                        
       H. John Riley, Jr.                                                             
                                                                                      
 /s/ WARREN L. BATTS*            Director                           February 23, 1995 
- ------------------------------                                                        
       Warren L. Batts                                                                
                                                                                      
 /s/ HAROLD S. HOOK*             Director                           February 23, 1995 
- ------------------------------                                                        
       Harold S. Hook                                                                 
                                                                                      
 /s/ CONSTANTINE S. NICANDROS*   Director                           February 23, 1995 
- ------------------------------                                                        
       Constantine S. Nicandros                                                       
                                                                                      
 /s/ FRANK A. OLSON*             Director                           February 23, 1995 
- ------------------------------                                                        
       Frank A. Olson                                                                 
                                                                                      
 /s/ A. THOMAS YOUNG*            Director                           February 23, 1995 
- ------------------------------                                                               
       A. Thomas Young                                                           

*By     /s/ DIANE K. SCHUMACHER 
       -------------------------
            Diane K. Schumacher
            Vice President,
             Administration and
             Corporate Secretary
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                                 EXHIBIT INDEX

Exhibit No.               Description
- -----------               -----------

4.1             1986 Stock Option Plan (incorporated herein by       
                reference to Registration Statement No. 2-33-19574   
                on Form S-8 filed with the Commission on January 11, 
                1988).                                               
                                                                     
5.1             Opinion of Diane K. Schumacher as to legality of     
                securities being issued.                             
                                                                     
23.1            Consent of Diane K. Schumacher (included in          
                Exhibit 5.1).                                        
                          
23.2            Consent of Ernst & Young LLP, Independent Auditors.  
                                                                         
24.1            Powers of Attorney from certain members of Cooper Industries, 
                Inc. Board of Directors.                   
                                                                         
99.1            Rights Agreement dated as of February 17, 1987 between Cooper 
                Industries, Inc. and First City National Bank of Houston 
                (incorporated herein by reference to Registration Statement on
                Form 8-A filed with the Commission on February 23, 1987).
                                                                         
99.2            Amendment No. 1 to Rights Agreement dated as of August 14, 1989
                between Cooper Industries, Inc. and First City National Bank 
                of Houston.                                                   
                                                                              
99.3            Amendment No. 2 to Rights Agreement dated as of November 16,
                1990 between Cooper Industries, Inc. and First Chicago Trust 
                Company of New York.