As Filed with the Securities and Exchange Commission on August 6, 1996
                                                 Registration No.
- -------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549


                                FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933


                      COOPER TIRE & RUBBER COMPANY
           (Exact name of issuer as specified in its charter)


               Delaware                                   34-4297750
    (State or other jurisdiction of                  (I.R.S. employer
    incorporation or organization)                   identification no.)


             Lima and Western Avenues, Findlay, Ohio  45840
                (Address of principal executive offices)
                               (Zip code)


                      COOPER TIRE & RUBBER COMPANY
                         1996 STOCK OPTION PLAN
                        (Full title of the plan)


 J. ALEC REINHARDT, Executive Vice President and Chief Financial Officer
                      COOPER TIRE & RUBBER COMPANY
             Lima and Western Avenues, Findlay, Ohio  45840
                 (Name and address of agent for service)


                             (419) 423-1321
      (Telephone number, including area code, of agent for service)



                     CALCULATION OF REGISTRATION FEE

=========================================================================
                                  Proposed     Proposed
    Title of                      maximum      maximum
   securities    Amount to        offering     aggregate      Amount of
     to be           be           price per    offering      registration
   registered    registered         share       price            fee
- -------------------------------------------------------------------------
Common Stock,  3,200,000 shs.    $18.9375 *   $60,600,000 *   $20,896.56
$1 par value
=========================================================================
* The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high
and low market prices of the stock on August 1, 1996 as reported on the
New York Stock Exchange Composite Transactions Tape.
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
                                  1
<PAGE>
Part II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference.

   The following documents, which have been or will be filed by
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934, are hereby incorporated in this registration statement by reference
and shall be deemed to be a part hereof:

   (a)  The registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995.
   (b)  All reports filed by the registrant pursuant to Section 13(a) or
        15(d) of the Exchange Act since December 31, 1995.
   (c)  The registrant's definitive Proxy Statement, dated March 26,
        1996, relating to its 1996 Annual Meeting of Stockholders on
        May 7, 1996.
   (d)  The registrant's Registration on Form 8-A, dated June 3, 1988,
        relating to the Stockholder Rights Plan adopted May 27, 1988.

   All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination
of the offering made hereby, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock to be offered hereunder is
being passed upon for the registrant by Mr. Richard D. Teeple, Vice
President and General Counsel for the registrant, Lima and Western
Avenues, Findlay, Ohio 45840.  Mr. Teeple is an officer of the
registrant, owns shares of the registrant's Common Stock, and holds
options to purchase additional shares.

Item 6.  Indemnification of Directors and Officers.

   Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware
corporations.  Article VII of the registrant's bylaws (i) authorizes the
indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of
expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, and (iii) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its directors,
officers or employees.  The registrant currently maintains policies of
insurance under which the directors and officers of registrant are
insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they
are parties by reason of being or having been such directors or officers.
                                    2
<PAGE>
Item 7.  Exemption from Registration Claimed.

   Not applicable.

Item 8.  Exhibits.

   The Exhibit Index on page 6 of this filing is incorporated herein by
reference.

Item 9.  Undertakings.

1.  The undersigned registrant hereby undertakes:

    A.  To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

      i.  To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
     ii.  To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or
          in the aggregate, represents a fundamental change in the
          information set forth in the registration statement;
    iii.  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;

        provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do
        not apply if the registration statement is on Form S-3 or Form
        S-8 and the information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed by the registrant pursuant to section 13 or section
        15(d) of the Securities Exchange Act of 1934 that are incorporated
        by reference in the registration statement.

    B.  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.

    C.  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.

2.  The undersigned registrant hereby undertakes 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
    section 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.
(continued)




                                    3
<PAGE>
3.  The undersigned registrant hereby undertakes to deliver or cause to
    be delivered with the prospectus to each employee to whom the
    prospectus is sent or given a copy of the registrant's annual report
    to stockholders for its last fiscal year, unless such employee
    otherwise has received a copy of such report, in which case the
    registrant shall state in the prospectus that it will promptly
    furnish, without charge, a copy of such report on written request of
    the employee.  If the last fiscal year of the registrant has ended
    within 120 days prior to the use of the prospectus, the annual report
    of the registrant for the preceding fiscal year may be so delivered,
    but within such 120 day period the annual report for the last fiscal
    year will be furnished to each such employee.

4.  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 provisions
    described in Item 6, or otherwise, the registrant has been advised
    that in the opinion of the Securities and Exchange 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 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 proceedings) 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.

































                                    4
<PAGE>
                               SIGNATURES

   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 on 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 Findlay and State
of Ohio on August 5, 1996.

                                         COOPER TIRE & RUBBER COMPANY



                                      By /s/ Stan C. Kaiman
                                         --------------------------------
                                         STAN C. KAIMAN, Attorney-in-fact

   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 date indicated.

Signature               Title                                  Date
- ---------               -----                                  ----

PATRICK W. ROONEY*      Chairman of the Board, President,  August 5, 1996
                        Chief Executive Officer and
                        Director
                        (Principal Executive Officer)

J. ALEC REINHARDT*      Executive Vice President,               "
                        Chief Financial Officer and
                        Director
                        (Principal Financial Officer)

JULIEN A. FAISANT*      Vice President and Corporate            "
                        Controller
                        (Principal Accounting Officer)

JOHN FAHL*              Vice President and Director             "

ARTHUR H. ARONSON*      Director                                "

DELMONT A. DAVIS*       Director                                "

EDSEL D. DUNFORD*       Director                                "

DEBORAH M. FRETZ*       Director                                "

DENNIS J. GORMLEY*      Director                                "

IVAN W. GORR*           Director                                "

ALLAN H. MELTZER*       Director                                "


*By/s/ Stan C. Kaiman
   --------------------------------
   STAN C. KAIMAN, Attorney-in-fact




(continued)
                                    5
<PAGE>
                            INDEX TO EXHIBITS

                                Part II.



Exhibit                         Description                         Page
- -------  ---------------------------------------------------------  ----

(3)(i)   Certificate of Incorporation, as restated and filed
         with the Secretary of State of Delaware on May 17, 1993,
         is incorporated herein by reference from Exhibit 3(i)
         of the Company's Form 10-Q for the quarter ended
         June 30, 1993                                                n/a


(3)(ii)  Bylaws, as amended May 5, 1987, are incorporated herein
         by reference from Exhibit 19 of the Company's Form 10-Q
         for the quarter ended June 30, 1987                          n/a


(4)(a)   Cooper Tire & Rubber Company 1996 Stock Option Plan
         is incorporated herein by reference from the Company's
         Proxy Statement for the Annual Meeting of Stockholders
         on May 7, 1996, pages 22 through 26                          n/a


(4)(b)   Stock Option Agreement form                                    7


(4)(c)   Standard terms for stock option agreements as adopted by
         the Board of Directors May 7, 1996                          8-11


(5)      Opinion of Richard D. Teeple, Esq. as to the legality of
         the shares registered hereunder                               12


(23)     Consent of Ernst & Young LLP                                  13


(23)     Consent of Richard D. Teeple, Esq. (included in Exhibit 5)


(24)     Powers of Attorney                                         14-16


(99)     Certified resolution of the Company's Board of Directors      17
         adopted February 13, 1996














                                    6
<PAGE>
                                                           Part II
                                                           Exhibit (4)(b)
                      COOPER TIRE & RUBBER COMPANY
                    1996 INCENTIVE STOCK OPTION PLAN
                    --------------------------------

                         STOCK OPTION AGREEMENT
                         ----------------------

      AGREEMENT made as of the date set forth below by and between COOPER
TIRE & RUBBER COMPANY (the "Company") and the undersigned optionee (the
"Optionee").


                          W I T N E S S E T H:

      The Company and Optionee mutually agree to the incorporation into
this Agreement of the Standard Terms For Stock Option Agreements As
Adopted By The Board Of Directors May 7, 1996 (the "Standard Terms") as
fully as if set forth in their entirety herein.  Optionee acknowledges
having received a copy of the Standard Terms.

      Supplementing the Standard Terms, the Company and Optionee agree to
the following with respect to the indicated paragraphs of the Standard
Terms:


     1.  Number of Shares  ____________________________________

         Purchase price per share:  ___________________________

     2.  Expiration date:  ____________________________________

    12.  Optionee's address:  The address shown below


      IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and optionee has executed this
Agreement as of the ____ day of ________, 19___.

            OPTIONEE                        COOPER TIRE & RUBBER COMPANY

_____________________________________   By: ____________________________
                Name                        Patrick W. Rooney
                                            Chairman of the Board

_____________________________________
              Signature

_____________________________________   By: ____________________________
         Social Security Number             Stan C. Kaiman
                                            Secretary

_____________________________________
             Home Address


_____________________________________
City            State             Zip




                                    7
<PAGE>
                                                           Part II
                                                           Exhibit (4)(c)

                      COOPER TIRE & RUBBER COMPANY

                         ----------------------
                         1996 STOCK OPTION PLAN
                         ----------------------

               STANDARD TERMS FOR STOCK OPTION AGREEMENTS
                  AS ADOPTED BY THE BOARD OF DIRECTORS
                               May 7, 1996

      1. Grant of Option. Any Stock Option Agreement (the "Agreement")
which incorporates these Standard Terms is subject to the provisions of
the Cooper Tire & Rubber Company 1996 Stock Option Plan (the "Plan"), as
it presently exists and as it may hereafter be amended, and is subject to
the further terms hereinafter set forth.  The Agreement grants to the
Optionee designated therein the right and option to purchase from the
Company all or any part of an aggregate of the number of shares of the
common stock of Cooper Tire & Rubber Company (the "Company") designated
in the Agreement at the purchase price designated in the Agreement, such
option to be exercised as hereinafter provided.

      The option granted is intended to qualify as an incentive stock
option ("Incentive Stock Option") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"); provided,
however, that if by operation of the limit imposed by Section 422 of the
Code (or any successor provision thereto), any portion of the option
shall not be an Incentive Stock Option, then, for all purposes under the
Agreement and the Code, the portion of the option not treated as an
Incentive Stock Option shall be treated as a Nonqualified Stock Option,
as such term is defined in Section 2 of the Plan.

      The number of shares with respect to which the option is
exercisable, and the purchase price with respect to each share to be
acquired pursuant to the exercise of the option, are each subject to
adjustment under certain circumstances, as more fully set forth in the
Plan.

      2. Expiration of the Option.  The option granted, to the extent not
theretofore exercised, shall expire at twelve o'clock midnight on the
date specified in the Agreement.

      3. Option Exercise Limitations.  No part of any option granted may
be exercised until there has passed a period of one (1) year from the
date granted.  During the second year of the option period, the option
may be exercised for no more than fifty percent (50%) of the total shares
subject to the option and the remaining fifty percent (50%) of the total
shares subject to the option may be exercised during the remainder of the
option period; provided, however, that such rights to exercise the option
shall be cumulative.  Notwithstanding the foregoing, if during the term
of an option, (a) the Company shall merge or consolidate with any other
corporation and shall not be the surviving corporation; (b) the Company
shall transfer all or substantially all of its assets to any other
person; or (c) more than fifty per cent (50%) of the Company's
outstanding voting shares shall have been purchased by any other person,
the Committee may provide for the acceleration of the right to exercise
such option prior to the anticipated effective date of any such
transaction.

(continued)
                                    8
<PAGE>
      Shares of the common stock of the Company acquired pursuant to the
exercise of the option shall be treated, for all purposes under the
Agreement and the Code, as shares acquired pursuant to the exercise of an
Incentive Stock Option to the maximum extent permitted by the limit in
Section 422 of the Code and, only to the extent that such limit has been
exceeded, shall such shares be treated, for purposes of the Agreement and
the Code, as acquired pursuant to the exercise of a Nonqualified Stock
Option, as such term is defined in Section 2 of the Plan.

      All options granted shall terminate and may no longer be exercised
if the Optionee ceases to be an employee of the Company, except (i) as
hereinafter provided with respect to termination for "cause", if the
Optionee's employment shall be terminated involuntarily for any reason
other than death, he may, at any time before expiration of thirty (30)
days after such termination or before expiration of the options,
whichever shall first occur, exercise the option to the extent the option
was exercisable by him on the date of the termination of his employment;
(ii) if the Optionee retires from employment with the Company, he may, at
any time before expiration of three (3) months after such retirement or
before expiration of the option, whichever shall first occur, exercise
the option to the extent that the option was exercisable by him on the
date of such retirement; and (iii) if the Optionee dies while an employee
of the Company or within three (3) months after retirement from
employment with the Company, such option may be exercised by the
Optionee's heir(s) or legal representative(s) before the expiration of
twelve (12) months after his death or of the option's full term,
whichever shall first occur, to the extent that the Optionee was entitled
to exercise the option on the date of his death.

      Notwithstanding any other provision hereof, an option granted under
the Plan will be deemed to have been terminated on the date on which the
Optionee's employment is terminated if such termination is for "cause.
"Cause" shall mean any illegal or disreputable conduct which impairs the
reputation, goodwill or business of the Company, or involves the
misappropriation of funds of the Company.  A termination for "cause" will
include any resignation in anticipation of discharge for "cause" or
accepted by the Company in lieu of a formal discharge for "cause".

      In the event that any portion of the option granted shall be
treated under the Code and the Agreement as a Nonqualified Stock Option
by operation of the limit imposed by Section 422 of the Code, then solely
with respect to the portion of the option which is to be treated as a
Nonqualified Stock Option, the following shall apply:

         (i)  if the Optionee retires from employment with the Company,
              he may, at any time before expiration of five (5) years
              after such retirement or before expiration of the option,
              whichever shall first occur, exercise the portion of the
              option treated as a Nonqualified Stock Option to the same
              extent such portion was exercisable by him on the date of
              such retirement;

        (ii)  if the Optionee dies during the period described in
              Subsection (i) above, such portion of the option
              exercisable pursuant to such Subsection (i) may be
              exercised by the Optionee's heir(s) or legal
              representative(s) before the expiration of twelve (12)
              months after the Optionee's death or the expiration of
              the option, whichever shall first occur, to the same
              extent that such portion of the option was exercisable on
              the date of the Optionee's death.

(continued)
                                    9
<PAGE>
      4. Option Exercise Procedure.  The option granted may be exercised
in whole or in any part, and may be exercised in part from time to time,
all subject to the limitations on exercise set forth in paragraph 3
hereof.  Exercise shall be accomplished by delivery to the Company of
timely written notice of election to exercise, delivered to the principal
office of the Company and addressed to the attention of the Secretary of
the Company, accompanied by payment of the purchase price for the shares
with respect to which the option is exercised. Notation of any partial
exercise shall be made by the Company on its records with respect to the
option granted.

      In the event of the death of the Optionee while an employee of the
Company (or any subsidiary thereof), the option may be exercised, to the
extent that Optionee was entitled to do so at the date of termination of
employment, by the person or persons to whom the Optionee's rights under
the option pass by will or by applicable law, or, if no such person has
such right, by Optionee's executors or administrators, at any time, or
from time to time, within one (1) year after the date of Optionee's
death, but in no event later than the expiration date or one (1) year
after the date of Optionee's death, whichever is the earlier.

      If Optionee's employment shall terminate for any reason other than
death, all rights to exercise the option shall terminate at the date of
such termination of employment, except as provided in paragraph 3 hereof.

      5. Payment of the Purchase Price.  At the time of exercise, the
total purchase price of the shares as to which the option is exercised
shall be tendered to the Company.  The Company shall be entitled to
receive or withhold such amounts from the Optionee as may be required to
satisfy any legal obligations of the Company with respect to withholding
of taxes.

      6. Investment Representation.  The Company intends to maintain an
effective and current registration under the Securities Act of 1933, as
amended, covering the shares subject to the option, and accordingly no
investment representation by the Optionee is required.  However, if such
registration is not effective and current at the time of exercise of an
option, the Company will so advise Optionee and the exercise of the
option shall be conditioned upon the receipt from the Optionee (or, in
the event of his death, his heir(s) or legal representatives(s)) of a
representation that, at the time of such exercise, it is the intent of
such person(s) to acquire the shares for investment and not with a view
to distribution.  The certificates for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the
Company receives an opinion of counsel satisfactory to the Company to the
effect that such restriction is not necessary under then pertaining
securities laws.  Further, the Company shall not be required to sell or
issue any shares under any outstanding option if, in the opinion of the
Committee, (a) the issuance of such shares would constitute a violation
by the Optionee or the Company of any applicable law or regulation of any
governmental authority, or (b) the consent or approval of any
governmental body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares.

      7. Non-transferability.  The option shall not be transferable other
than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the option shall be exercisable by the Optionee
only.



(continued)
                                   10
<PAGE>
      8. No Rights as Stockholder.  Optionee shall have no rights as a
stockholder with respect to any shares of common stock subject to the
option prior to the date of issuance to him of a certificate or
certificates for such shares.

      9. No Right to Continued Employment.  Neither the creation of the
Plan nor the granting of options thereunder shall be deemed to create a
condition of employment or right to continued employment, and each
Optionee shall be and shall remain subject to discharge by the Company as
though the Plan had never come into existence.

     10. Compliance with Laws and Regulations.  The option and the
obligation of the Company to sell and deliver shares shall be subject to
all applicable Federal and State laws, rules and regulations, and to such
approvals by any government or regulatory agency as may be required.  The
Company shall not be required to issue or deliver any certificates for
shares of common stock prior to (a) the listing of such shares on any
stock exchange on which the common stock may then be listed and (b) the
completion of any registration or qualification of such shares under any
Federal or State law, or any rule or regulation of any government body or
stock exchange which the Company shall, in its sole discretion, determine
to be necessary or desirable.

      11. Binding Effect.  Optionee acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. The
terms of the Plan as it presently exists, and as it may hereafter be
amended, are deemed incorporated herein by reference, and any conflict
between the terms of the Agreement and the provisions of the Plan shall
be resolved by the Committee, whose determination shall be final and
binding on all parties.  In general, and except as otherwise determined
by the Committee, the provisions of the Plan shall be deemed to supersede
the provisions of the Agreement to the extent of any conflict between the
Plan and the Agreement.

      12. Notices.  Any notice pursuant to the Agreement to the Company
shall be addressed to it at its office at Lima & Western Avenues,
Findlay, Ohio 45840; Attention: Secretary of the Company.  Any notice
pursuant to the Agreement to Optionee shall be addressed to him at the
address shown in the Agreement. Either party shall have the right to
designate at any time hereafter in writing a different address.

      13. Counterparts.  The Agreement has been executed in two or more
counterparts, each of which shall constitute one and the same instrument,
and the production of any of which shall be deemed to be the production
of the Agreement.


















                                   11
<PAGE>
                                                              Part II
                                                              Exhibit (5)

August 5, 1996



Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio  45840

     Re:  Cooper Tire & Rubber Company
          Registration Statement on Form S-8
          1996 Stock Option Plan

Gentlemen:

     Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which you are filing with the Securities and
Exchange Commission with respect to 3,200,000 shares of Common Stock, $1
par value, and 3,200,000 Rights to Purchase Series A Preferred Stock of
Cooper Tire & Rubber Company (the "Company") to be offered to employees
of the Company who are eligible for participation in the Cooper Tire &
Rubber Company 1996 Stock Option Plan ("Plan").  I examined such
documents and questions of law as I deem necessary for this opinion.

     I am of the opinion that the 3,200,000 shares of Common Stock and
3,200,000 Rights to Purchase Series A Preferred Stock to be offered after
the Registration Statement becomes effective, and which may be purchased
by employees participating in the Plan, will be validly issued and
outstanding, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference made to me under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                       Respectfully submitted,

                                       COOPER TIRE & RUBBER COMPANY



                                       /s/ Richard D. Teeple
                                       ---------------------
                                       Richard D. Teeple,
                                       Vice President and General Counsel

















                                   12
<PAGE>
                                                             Part II
                                                             Exhibit (23)



Consent of Independent Auditors


We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Cooper Tire & Rubber Company 1996
Stock Option Plan of our report dated February 13, 1996, with respect to
the consolidated financial statements of Cooper Tire & Rubber Company
incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.




                                           /s/ Ernst & Young LLP
                                           ---------------------
                                           ERNST & YOUNG LLP



Toledo, Ohio
August 5, 1996




































                                   13
<PAGE>
                                                            Part II
                                                            Exhibit (24)

                                                           S-8 96 SOP CO
                            POWER OF ATTORNEY
                            -----------------

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby, for and
on behalf of Cooper Tire & Rubber Company in accordance with the certain
resolution of the Board of Directors adopted February 13, 1996,
constitute and appoint Patrick W. Rooney, or J. Alec Reinhardt, or John
Fahl, or Stan C. Kaiman, as its attorney with full power of substitution
and resubstitution for and in its name, place and stead, to sign and file
with the Securities and Exchange Commission a Registration Statement on
Form S-8 pursuant to the Securities Act of 1933, as amended, for the
purpose of registering 3,200,000 shares of Common Stock, par value $1.00
per share, and 3,200,000 Rights to Purchase Series A Preferred Stock of
Cooper Tire & Rubber Company to be issued upon the exercise of options
granted under the Cooper Tire & Rubber Company 1996 Stock Option Plan,
together with any and all amendments and exhibits thereto and all
applications, instruments or documents to be filed with the Securities
and exchange Commission pertaining thereto, with full power and authority
to do and perform any and all acts and things whatsoever requisite and
necessary to be done in the premises, hereby ratifying and approving the
acts of said attorney or any such substitute.

      Executed at Findlay, Ohio this 22nd day of July, 1996.



ATTEST:                                   COOPER TIRE & RUBBER COMPANY



 /s/ Stan C. Kaiman                        /s/ Patrick W. Rooney
- ----------------------------------        -------------------------------
Stan C. Kaiman                            Patrick W. Rooney
Secretary                                 Chairman of the Board,
                                          President, and
                                          Chief Executive Officer


STATE OF OHIO     )
                  )  ss.
COUNTY OF HANCOCK )

     On this 22nd day of July, 1996, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Patrick W. Rooney
and Stan C. Kaiman, known to me to be the persons whose names are
subscribed in the foregoing instrument and acknowledged to me that they
executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                            /s/ Julie A. Grismore
                                           ------------------------------
                                           Julie A. Grismore
                                           Notary Public, State of Ohio
                                           My Commission Expires 01/16/01
(continued)
                                   14
<PAGE>
                                                             Part II
                                                             Exhibit (24)

                                                           S-8 96 SOP IND
                            POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the capacities
indicated, do hereby constitute and appoint Patrick W. Rooney, or
J. Alec Reinhardt, or John Fahl, or Stan C. Kaiman as their attorney with
full power of substitution and resubstitution for and in their name,
place and stead, to sign and file with the Securities and Exchange
Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
3,200,000 shares of Common Stock, par value $1.00 per share, and
3,200,000 Rights to Purchase Series A Preferred Stock of Cooper Tire &
Rubber Company to be issued upon the exercise of options granted under
the Cooper Tire & Rubber Company 1996 Stock Option Plan, together with
any and all amendments and exhibits thereto and any and all applications,
instruments  or documents to be filed with the Securities and Exchange
Commission pertaining thereto, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to
be done in the premises, hereby ratifying and approving the acts of said
attorney or any such substitute.



      Executed at Findlay, Ohio this 22nd day of July, 1996.




 /s/ Arthur H. Aronson                   /s/ Delmont A. Davis
- --------------------------------        --------------------------------
Arthur H. Aronson, Director             Delmont A. Davis, Director



 /s/ Edsel D. Dunford                     /s/ John Fahl
- ---------------------------------        --------------------------------
Edsel D. Dunford, Director               John Fahl, Director



 /s/ Julien A. Faisant                    /s/ Deborah M. Fretz
- ---------------------------------        --------------------------------
Julien A. Faisant, Vice President        Deborah M. Fretz, Director
and Controller, Principal
Accounting Officer



 /s/ Dennis J. Gormley                     /s/ Ivan W. Gorr
- ----------------------------------        -------------------------------
Dennis J. Gormley, Director               Ivan W. Gorr, Director



 /s/ Stan C. Kaiman                       /s/ Allan H. Meltzer
- ---------------------------------        --------------------------------
Stan C. Kaiman, Secretary                Allan H. Meltzer, Director
(continued)

                                   15
<PAGE>
                                                             Part II
                                                             Exhibit (24)

                                                         S-8 96 SOP IND



 /s/ J. Alec Reinhardt                      /s/ Patrick W. Rooney
- ----------------------------------        ------------------------------
J. Alec Reinhardt, Executive Vice         Patrick W. Rooney, Chairman of
President, Principal Financial            the Board, President, Principal
Officer, and Director                     Executive Officer, and Director









STATE OF OHIO    )
                 )  ss.
COUNT OF HANCOCK )



On this 22nd day of July, 1996, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Arthur H. Aronson,
Delmont A. Davis, Edsel D. Dunford, John Fahl, Julien A. Faisant, Deborah
M. Fretz, Dennis J. Gormley, Ivan W. Gorr, Stan C. Kaiman, Allan H.
Meltzer, J. Alec Reinhardt, and Patrick W. Rooney, known to me to be the
persons whose names are subscribed in the within instrument and
acknowledged to me that they executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                             /s/ Julie A. Grismore
                                            -----------------------------
                                            Notary Public

                                            Julie A. Grismore
                                            Notary Public, State of Ohio
                                            My Commission Expires 1/16/01

















                                   16
<PAGE>
                                                             Part II
                                                             Exhibit (99)
                          C E R T I F I C A T E
                          ---------------------

      I, Stan C. Kaiman, do hereby certify that I am the duly elected,
qualified and acting Secretary of Cooper Tire & Rubber Company, and that
the following is a true, accurate and correct copy of certain resolutions
duly adopted by the Board of Directors of said Company at a meeting duly
called and held on February 13, 1996, at which meeting a quorum of the
Board was present and acting throughout:

      RESOLVED, that the proper officers of the Company be, and they
      hereby are, authorized and directed to prepare or cause to be
      prepared, execute and file, or cause to be filed with the
      Securities and Exchange Commission a Registration Statement on
      Form S-8 pursuant to the Securities Act of 1933, as amended, for
      the purpose of registering shares of Common Stock with a par value
      of $1.00 per share of Cooper Tire & Rubber Company issued upon the
      exercise of options granted under the Cooper Tire & Rubber Company
      1996 Stock Option Plan; and that such officers be authorized to do
      or cause to be done all such further things as may, in their
      opinion, be necessary or advisable in order to effect such
      registration under said Act.

      RESOLVED FURTHER, that Patrick W. Rooney, J. Alec Reinhardt, John
      Fahl, and Stan C. Kaiman be, and each of them hereby is, appointed
      the attorney of the Company with full power of substitution and
      resubstitution for and in the name, place and stead of the Company,
      to sign and file the proposed Registration Statement, together with
      any and all amendments thereto (whether such amendments are filed
      prior or subsequent to the effective date thereof) and exhibits
      thereto, together with amendments to any such exhibits and any
      supplement to the Prospectus related to said Registration Statement
      and any and all applications or other documents to be filed with
      the Securities and Exchange Commission pertaining to such
      securities or such registration, with full power and authority to
      do and perform any and all acts and things whatsoever requisite and
      necessary to be done in the premises, hereby ratifying and
      approving the acts of such attorney or any such substitute.

      RESOLVED FURTHER, that the Chairman of the Board, the President,
      the Executive Vice President, or a Vice President, together with
      the Secretary or Treasurer of the Company be, and they hereby are,
      authorized and directed for and on its behalf to execute a Power of
      Attorney evidencing the foregoing appointment.

      I further certify that the foregoing resolutions have not been
rescinded, modified or changed by any action of the Board of Directors
and that they are now in full force and effect.

      IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 5th day of August, 1996.



                                        /s/ Stan C. Kaiman
                                       --------------------------------
                                       Stan C. Kaiman
                                       Secretary


(CORPORATE SEAL)
                                   17
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44900}]
{"company-data": {"conformed-name": "COOPER TIRE & RUBBER CO", "cik": "0000024491", "assigned-sic": "3011", "irs-number": "344297750", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09619", "film-number": "96604203"}, "business-address": {"street1": "LIMA & WESTERN AVENUES", "city": "FINDLAY", "state": "OH", "zip": "45840", "phone": "4194231321"}}
As Filed with the Securities and Exchange Commission on August 6, 1996
                                                 Registration No.
- -------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933

                      COOPER TIRE & RUBBER COMPANY
           (Exact name of issuer as specified in its charter)

               Delaware                                   34-4297750
    (State or other jurisdiction of                  (I.R.S. employer
    incorporation or organization)                   identification no.)

             Lima and Western Avenues, Findlay, Ohio  45840
                (Address of principal executive offices)
                               (Zip code)

                      COOPER TIRE & RUBBER COMPANY
                         1996 STOCK OPTION PLAN
                        (Full title of the plan)

 J. ALEC REINHARDT, Executive Vice President and Chief Financial Officer
                      COOPER TIRE & RUBBER COMPANY
             Lima and Western Avenues, Findlay, Ohio  45840
                 (Name and address of agent for service)

                             (419) 423-1321
      (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE

=========================================================================
                                  Proposed     Proposed
    Title of                      maximum      maximum
   securities    Amount to        offering     aggregate      Amount of
     to be           be           price per    offering      registration
   registered    registered         share       price            fee
- -------------------------------------------------------------------------
Common Stock,  3,200,000 shs.    $18.9375 *   $60,600,000 *   $20,896.56
$1 par value
=========================================================================
* The prices stated above are estimated solely for the purpose of
determining the registration fee and are based on the average of the high
and low market prices of the stock on August 1, 1996 as reported on the
New York Stock Exchange Composite Transactions Tape.
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
                                  1
Part II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference.

   The following documents, which have been or will be filed by
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934, are hereby incorporated in this registration statement by reference
and shall be deemed to be a part hereof:

   (a)  The registrant's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995.
   (b)  All reports filed by the registrant pursuant to Section 13(a) or
        15(d) of the Exchange Act since December 31, 1995.
   (c)  The registrant's definitive Proxy Statement, dated March 26,
        1996, relating to its 1996 Annual Meeting of Stockholders on
        May 7, 1996.
   (d)  The registrant's Registration on Form 8-A, dated June 3, 1988,
        relating to the Stockholder Rights Plan adopted May 27, 1988.

   All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination
of the offering made hereby, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock to be offered hereunder is
being passed upon for the registrant by Mr. Richard D. Teeple, Vice
President and General Counsel for the registrant, Lima and Western
Avenues, Findlay, Ohio 45840.  Mr. Teeple is an officer of the
registrant, owns shares of the registrant's Common Stock, and holds
options to purchase additional shares.

Item 6.  Indemnification of Directors and Officers.

   Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware
corporations.  Article VII of the registrant's bylaws (i) authorizes the
indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of
expenses to the Indemnitees for defending any proceedings related to the
specified circumstances, and (iii) authorizes the registrant to maintain
certain policies of insurance to protect itself and any of its directors,
officers or employees.  The registrant currently maintains policies of
insurance under which the directors and officers of registrant are
insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they
are parties by reason of being or having been such directors or officers.
                                    2
Item 7.  Exemption from Registration Claimed.

   Not applicable.

Item 8.  Exhibits.

   The Exhibit Index on page 6 of this filing is incorporated herein by
reference.

Item 9.  Undertakings.

1.  The undersigned registrant hereby undertakes:

    A.  To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

      i.  To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
     ii.  To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or
          in the aggregate, represents a fundamental change in the
          information set forth in the registration statement;
    iii.  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;

        provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do
        not apply if the registration statement is on Form S-3 or Form
        S-8 and the information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed by the registrant pursuant to section 13 or section
        15(d) of the Securities Exchange Act of 1934 that are incorporated
        by reference in the registration statement.

    B.  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.

    C.  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.

2.  The undersigned registrant hereby undertakes 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
    section 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.
(continued)

                                    3
3.  The undersigned registrant hereby undertakes to deliver or cause to
    be delivered with the prospectus to each employee to whom the
    prospectus is sent or given a copy of the registrant's annual report
    to stockholders for its last fiscal year, unless such employee
    otherwise has received a copy of such report, in which case the
    registrant shall state in the prospectus that it will promptly
    furnish, without charge, a copy of such report on written request of
    the employee.  If the last fiscal year of the registrant has ended
    within 120 days prior to the use of the prospectus, the annual report
    of the registrant for the preceding fiscal year may be so delivered,
    but within such 120 day period the annual report for the last fiscal
    year will be furnished to each such employee.

4.  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 provisions
    described in Item 6, or otherwise, the registrant has been advised
    that in the opinion of the Securities and Exchange 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 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 proceedings) 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.

                                    4
SIGNATURES

   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 on 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 Findlay and State
of Ohio on August 5, 1996.

                                         COOPER TIRE & RUBBER COMPANY

                                      By /s/ Stan C. Kaiman
                                         --------------------------------
                                         STAN C. KAIMAN, Attorney-in-fact

   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 date indicated.

Signature               Title                                  Date
- ---------               -----                                  ----

PATRICK W. ROONEY*      Chairman of the Board, President,  August 5, 1996
                        Chief Executive Officer and
                        Director
                        (Principal Executive Officer)

J. ALEC REINHARDT*      Executive Vice President,               "
                        Chief Financial Officer and
                        Director
                        (Principal Financial Officer)

JULIEN A. FAISANT*      Vice President and Corporate            "
                        Controller
                        (Principal Accounting Officer)

JOHN FAHL*              Vice President and Director             "

ARTHUR H. ARONSON*      Director                                "

DELMONT A. DAVIS*       Director                                "

EDSEL D. DUNFORD*       Director                                "

DEBORAH M. FRETZ*       Director                                "

DENNIS J. GORMLEY*      Director                                "

IVAN W. GORR*           Director                                "

ALLAN H. MELTZER*       Director                                "

*By/s/ Stan C. Kaiman
   --------------------------------
   STAN C. KAIMAN, Attorney-in-fact

(continued)
                                    5
INDEX TO EXHIBITS

                                Part II.

Exhibit                         Description                         Page
- -------  ---------------------------------------------------------  ----

(3)(i)   Certificate of Incorporation, as restated and filed
         with the Secretary of State of Delaware on May 17, 1993,
         is incorporated herein by reference from Exhibit 3(i)
         of the Company's Form 10-Q for the quarter ended
         June 30, 1993                                                n/a

(3)(ii)  Bylaws, as amended May 5, 1987, are incorporated herein
         by reference from Exhibit 19 of the Company's Form 10-Q
         for the quarter ended June 30, 1987                          n/a

(4)(a)   Cooper Tire & Rubber Company 1996 Stock Option Plan
         is incorporated herein by reference from the Company's
         Proxy Statement for the Annual Meeting of Stockholders
         on May 7, 1996, pages 22 through 26                          n/a

(4)(b)   Stock Option Agreement form                                    7

(4)(c)   Standard terms for stock option agreements as adopted by
         the Board of Directors May 7, 1996                          8-11

(5)      Opinion of Richard D. Teeple, Esq. as to the legality of
         the shares registered hereunder                               12

(23)     Consent of Ernst & Young LLP                                  13

(23)     Consent of Richard D. Teeple, Esq. (included in Exhibit 5)

(24)     Powers of Attorney                                         14-16

(99)     Certified resolution of the Company's Board of Directors      17
         adopted February 13, 1996

                                    6
Part II
                                                           Exhibit (4)(b)
                      COOPER TIRE & RUBBER COMPANY
                    1996 INCENTIVE STOCK OPTION PLAN
                    --------------------------------

                         STOCK OPTION AGREEMENT
                         ----------------------

      AGREEMENT made as of the date set forth below by and between COOPER
TIRE & RUBBER COMPANY (the "Company") and the undersigned optionee (the
"Optionee").

                          W I T N E S S E T H:

      The Company and Optionee mutually agree to the incorporation into
this Agreement of the Standard Terms For Stock Option Agreements As
Adopted By The Board Of Directors May 7, 1996 (the "Standard Terms") as
fully as if set forth in their entirety herein.  Optionee acknowledges
having received a copy of the Standard Terms.

      Supplementing the Standard Terms, the Company and Optionee agree to
the following with respect to the indicated paragraphs of the Standard
Terms:

     1.  Number of Shares  ____________________________________

         Purchase price per share:  ___________________________

     2.  Expiration date:  ____________________________________

    12.  Optionee's address:  The address shown below

      IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and optionee has executed this
Agreement as of the ____ day of ________, 19___.

            OPTIONEE                        COOPER TIRE & RUBBER COMPANY

_____________________________________   By: ____________________________
                Name                        Patrick W. Rooney
                                            Chairman of the Board

_____________________________________
              Signature

_____________________________________   By: ____________________________
         Social Security Number             Stan C. Kaiman
                                            Secretary

_____________________________________
             Home Address

_____________________________________
City            State             Zip

                                    7
Part II
                                                           Exhibit (4)(c)

                      COOPER TIRE & RUBBER COMPANY

                         ----------------------
                         1996 STOCK OPTION PLAN
                         ----------------------

               STANDARD TERMS FOR STOCK OPTION AGREEMENTS
                  AS ADOPTED BY THE BOARD OF DIRECTORS
                               May 7, 1996

      1. Grant of Option. Any Stock Option Agreement (the "Agreement")
which incorporates these Standard Terms is subject to the provisions of
the Cooper Tire & Rubber Company 1996 Stock Option Plan (the "Plan"), as
it presently exists and as it may hereafter be amended, and is subject to
the further terms hereinafter set forth.  The Agreement grants to the
Optionee designated therein the right and option to purchase from the
Company all or any part of an aggregate of the number of shares of the
common stock of Cooper Tire & Rubber Company (the "Company") designated
in the Agreement at the purchase price designated in the Agreement, such
option to be exercised as hereinafter provided.

      The option granted is intended to qualify as an incentive stock
option ("Incentive Stock Option") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"); provided,
however, that if by operation of the limit imposed by Section 422 of the
Code (or any successor provision thereto), any portion of the option
shall not be an Incentive Stock Option, then, for all purposes under the
Agreement and the Code, the portion of the option not treated as an
Incentive Stock Option shall be treated as a Nonqualified Stock Option,
as such term is defined in Section 2 of the Plan.

      The number of shares with respect to which the option is
exercisable, and the purchase price with respect to each share to be
acquired pursuant to the exercise of the option, are each subject to
adjustment under certain circumstances, as more fully set forth in the
Plan.

      2. Expiration of the Option.  The option granted, to the extent not
theretofore exercised, shall expire at twelve o'clock midnight on the
date specified in the Agreement.

      3. Option Exercise Limitations.  No part of any option granted may
be exercised until there has passed a period of one (1) year from the
date granted.  During the second year of the option period, the option
may be exercised for no more than fifty percent (50%) of the total shares
subject to the option and the remaining fifty percent (50%) of the total
shares subject to the option may be exercised during the remainder of the
option period; provided, however, that such rights to exercise the option
shall be cumulative.  Notwithstanding the foregoing, if during the term
of an option, (a) the Company shall merge or consolidate with any other
corporation and shall not be the surviving corporation; (b) the Company
shall transfer all or substantially all of its assets to any other
person; or (c) more than fifty per cent (50%) of the Company's
outstanding voting shares shall have been purchased by any other person,
the Committee may provide for the acceleration of the right to exercise
such option prior to the anticipated effective date of any such
transaction.

(continued)
                                    8
Shares of the common stock of the Company acquired pursuant to the
exercise of the option shall be treated, for all purposes under the
Agreement and the Code, as shares acquired pursuant to the exercise of an
Incentive Stock Option to the maximum extent permitted by the limit in
Section 422 of the Code and, only to the extent that such limit has been
exceeded, shall such shares be treated, for purposes of the Agreement and
the Code, as acquired pursuant to the exercise of a Nonqualified Stock
Option, as such term is defined in Section 2 of the Plan.

      All options granted shall terminate and may no longer be exercised
if the Optionee ceases to be an employee of the Company, except (i) as
hereinafter provided with respect to termination for "cause", if the
Optionee's employment shall be terminated involuntarily for any reason
other than death, he may, at any time before expiration of thirty (30)
days after such termination or before expiration of the options,
whichever shall first occur, exercise the option to the extent the option
was exercisable by him on the date of the termination of his employment;
(ii) if the Optionee retires from employment with the Company, he may, at
any time before expiration of three (3) months after such retirement or
before expiration of the option, whichever shall first occur, exercise
the option to the extent that the option was exercisable by him on the
date of such retirement; and (iii) if the Optionee dies while an employee
of the Company or within three (3) months after retirement from
employment with the Company, such option may be exercised by the
Optionee's heir(s) or legal representative(s) before the expiration of
twelve (12) months after his death or of the option's full term,
whichever shall first occur, to the extent that the Optionee was entitled
to exercise the option on the date of his death.

      Notwithstanding any other provision hereof, an option granted under
the Plan will be deemed to have been terminated on the date on which the
Optionee's employment is terminated if such termination is for "cause.
"Cause" shall mean any illegal or disreputable conduct which impairs the
reputation, goodwill or business of the Company, or involves the
misappropriation of funds of the Company.  A termination for "cause" will
include any resignation in anticipation of discharge for "cause" or
accepted by the Company in lieu of a formal discharge for "cause".

      In the event that any portion of the option granted shall be
treated under the Code and the Agreement as a Nonqualified Stock Option
by operation of the limit imposed by Section 422 of the Code, then solely
with respect to the portion of the option which is to be treated as a
Nonqualified Stock Option, the following shall apply:

         (i)  if the Optionee retires from employment with the Company,
              he may, at any time before expiration of five (5) years
              after such retirement or before expiration of the option,
              whichever shall first occur, exercise the portion of the
              option treated as a Nonqualified Stock Option to the same
              extent such portion was exercisable by him on the date of
              such retirement;

        (ii)  if the Optionee dies during the period described in
              Subsection (i) above, such portion of the option
              exercisable pursuant to such Subsection (i) may be
              exercised by the Optionee's heir(s) or legal
              representative(s) before the expiration of twelve (12)
              months after the Optionee's death or the expiration of
              the option, whichever shall first occur, to the same
              extent that such portion of the option was exercisable on
              the date of the Optionee's death.

(continued)
                                    9
4. Option Exercise Procedure.  The option granted may be exercised
in whole or in any part, and may be exercised in part from time to time,
all subject to the limitations on exercise set forth in paragraph 3
hereof.  Exercise shall be accomplished by delivery to the Company of
timely written notice of election to exercise, delivered to the principal
office of the Company and addressed to the attention of the Secretary of
the Company, accompanied by payment of the purchase price for the shares
with respect to which the option is exercised. Notation of any partial
exercise shall be made by the Company on its records with respect to the
option granted.

      In the event of the death of the Optionee while an employee of the
Company (or any subsidiary thereof), the option may be exercised, to the
extent that Optionee was entitled to do so at the date of termination of
employment, by the person or persons to whom the Optionee's rights under
the option pass by will or by applicable law, or, if no such person has
such right, by Optionee's executors or administrators, at any time, or
from time to time, within one (1) year after the date of Optionee's
death, but in no event later than the expiration date or one (1) year
after the date of Optionee's death, whichever is the earlier.

      If Optionee's employment shall terminate for any reason other than
death, all rights to exercise the option shall terminate at the date of
such termination of employment, except as provided in paragraph 3 hereof.

      5. Payment of the Purchase Price.  At the time of exercise, the
total purchase price of the shares as to which the option is exercised
shall be tendered to the Company.  The Company shall be entitled to
receive or withhold such amounts from the Optionee as may be required to
satisfy any legal obligations of the Company with respect to withholding
of taxes.

      6. Investment Representation.  The Company intends to maintain an
effective and current registration under the Securities Act of 1933, as
amended, covering the shares subject to the option, and accordingly no
investment representation by the Optionee is required.  However, if such
registration is not effective and current at the time of exercise of an
option, the Company will so advise Optionee and the exercise of the
option shall be conditioned upon the receipt from the Optionee (or, in
the event of his death, his heir(s) or legal representatives(s)) of a
representation that, at the time of such exercise, it is the intent of
such person(s) to acquire the shares for investment and not with a view
to distribution.  The certificates for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the
Company receives an opinion of counsel satisfactory to the Company to the
effect that such restriction is not necessary under then pertaining
securities laws.  Further, the Company shall not be required to sell or
issue any shares under any outstanding option if, in the opinion of the
Committee, (a) the issuance of such shares would constitute a violation
by the Optionee or the Company of any applicable law or regulation of any
governmental authority, or (b) the consent or approval of any
governmental body is necessary or desirable as a condition of, or in
connection with, the issuance of such shares.

      7. Non-transferability.  The option shall not be transferable other
than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the option shall be exercisable by the Optionee
only.

(continued)
                                   10
8. No Rights as Stockholder.  Optionee shall have no rights as a
stockholder with respect to any shares of common stock subject to the
option prior to the date of issuance to him of a certificate or
certificates for such shares.

      9. No Right to Continued Employment.  Neither the creation of the
Plan nor the granting of options thereunder shall be deemed to create a
condition of employment or right to continued employment, and each
Optionee shall be and shall remain subject to discharge by the Company as
though the Plan had never come into existence.

     10. Compliance with Laws and Regulations.  The option and the
obligation of the Company to sell and deliver shares shall be subject to
all applicable Federal and State laws, rules and regulations, and to such
approvals by any government or regulatory agency as may be required.  The
Company shall not be required to issue or deliver any certificates for
shares of common stock prior to (a) the listing of such shares on any
stock exchange on which the common stock may then be listed and (b) the
completion of any registration or qualification of such shares under any
Federal or State law, or any rule or regulation of any government body or
stock exchange which the Company shall, in its sole discretion, determine
to be necessary or desirable.

      11. Binding Effect.  Optionee acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof. The
terms of the Plan as it presently exists, and as it may hereafter be
amended, are deemed incorporated herein by reference, and any conflict
between the terms of the Agreement and the provisions of the Plan shall
be resolved by the Committee, whose determination shall be final and
binding on all parties.  In general, and except as otherwise determined
by the Committee, the provisions of the Plan shall be deemed to supersede
the provisions of the Agreement to the extent of any conflict between the
Plan and the Agreement.

      12. Notices.  Any notice pursuant to the Agreement to the Company
shall be addressed to it at its office at Lima & Western Avenues,
Findlay, Ohio 45840; Attention: Secretary of the Company.  Any notice
pursuant to the Agreement to Optionee shall be addressed to him at the
address shown in the Agreement. Either party shall have the right to
designate at any time hereafter in writing a different address.

      13. Counterparts.  The Agreement has been executed in two or more
counterparts, each of which shall constitute one and the same instrument,
and the production of any of which shall be deemed to be the production
of the Agreement.

                                   11
Part II
                                                              Exhibit (5)

August 5, 1996

Cooper Tire & Rubber Company
Lima and Western Avenues
Findlay, Ohio  45840

     Re:  Cooper Tire & Rubber Company
          Registration Statement on Form S-8
          1996 Stock Option Plan

Gentlemen:

     Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which you are filing with the Securities and
Exchange Commission with respect to 3,200,000 shares of Common Stock, $1
par value, and 3,200,000 Rights to Purchase Series A Preferred Stock of
Cooper Tire & Rubber Company (the "Company") to be offered to employees
of the Company who are eligible for participation in the Cooper Tire &
Rubber Company 1996 Stock Option Plan ("Plan").  I examined such
documents and questions of law as I deem necessary for this opinion.

     I am of the opinion that the 3,200,000 shares of Common Stock and
3,200,000 Rights to Purchase Series A Preferred Stock to be offered after
the Registration Statement becomes effective, and which may be purchased
by employees participating in the Plan, will be validly issued and
outstanding, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference made to me under the caption
"Interests of Named Experts and Counsel" in the Registration Statement.

                                       Respectfully submitted,

                                       COOPER TIRE & RUBBER COMPANY

                                       /s/ Richard D. Teeple
                                       ---------------------
                                       Richard D. Teeple,
                                       Vice President and General Counsel

                                   12
Part II
                                                             Exhibit (23)

Consent of Independent Auditors

We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the Cooper Tire & Rubber Company 1996
Stock Option Plan of our report dated February 13, 1996, with respect to
the consolidated financial statements of Cooper Tire & Rubber Company
incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1995 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.

                                           /s/ Ernst & Young LLP
                                           ---------------------
                                           ERNST & YOUNG LLP

Toledo, Ohio
August 5, 1996

                                   13
Part II
                                                            Exhibit (24)

                                                           S-8 96 SOP CO
                            POWER OF ATTORNEY
                            -----------------

KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby, for and
on behalf of Cooper Tire & Rubber Company in accordance with the certain
resolution of the Board of Directors adopted February 13, 1996,
constitute and appoint Patrick W. Rooney, or J. Alec Reinhardt, or John
Fahl, or Stan C. Kaiman, as its attorney with full power of substitution
and resubstitution for and in its name, place and stead, to sign and file
with the Securities and Exchange Commission a Registration Statement on
Form S-8 pursuant to the Securities Act of 1933, as amended, for the
purpose of registering 3,200,000 shares of Common Stock, par value $1.00
per share, and 3,200,000 Rights to Purchase Series A Preferred Stock of
Cooper Tire & Rubber Company to be issued upon the exercise of options
granted under the Cooper Tire & Rubber Company 1996 Stock Option Plan,
together with any and all amendments and exhibits thereto and all
applications, instruments or documents to be filed with the Securities
and exchange Commission pertaining thereto, with full power and authority
to do and perform any and all acts and things whatsoever requisite and
necessary to be done in the premises, hereby ratifying and approving the
acts of said attorney or any such substitute.

      Executed at Findlay, Ohio this 22nd day of July, 1996.

ATTEST:                                   COOPER TIRE & RUBBER COMPANY

 /s/ Stan C. Kaiman                        /s/ Patrick W. Rooney
- ----------------------------------        -------------------------------
Stan C. Kaiman                            Patrick W. Rooney
Secretary                                 Chairman of the Board,
                                          President, and
                                          Chief Executive Officer

STATE OF OHIO     )
                  )  ss.
COUNTY OF HANCOCK )

     On this 22nd day of July, 1996, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Patrick W. Rooney
and Stan C. Kaiman, known to me to be the persons whose names are
subscribed in the foregoing instrument and acknowledged to me that they
executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                            /s/ Julie A. Grismore
                                           ------------------------------
                                           Julie A. Grismore
                                           Notary Public, State of Ohio
                                           My Commission Expires 01/16/01
(continued)
                                   14
Part II
                                                             Exhibit (24)

                                                           S-8 96 SOP IND
                            POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the capacities
indicated, do hereby constitute and appoint Patrick W. Rooney, or
J. Alec Reinhardt, or John Fahl, or Stan C. Kaiman as their attorney with
full power of substitution and resubstitution for and in their name,
place and stead, to sign and file with the Securities and Exchange
Commission a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, for the purpose of registering
3,200,000 shares of Common Stock, par value $1.00 per share, and
3,200,000 Rights to Purchase Series A Preferred Stock of Cooper Tire &
Rubber Company to be issued upon the exercise of options granted under
the Cooper Tire & Rubber Company 1996 Stock Option Plan, together with
any and all amendments and exhibits thereto and any and all applications,
instruments  or documents to be filed with the Securities and Exchange
Commission pertaining thereto, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to
be done in the premises, hereby ratifying and approving the acts of said
attorney or any such substitute.

      Executed at Findlay, Ohio this 22nd day of July, 1996.

 /s/ Arthur H. Aronson                   /s/ Delmont A. Davis
- --------------------------------        --------------------------------
Arthur H. Aronson, Director             Delmont A. Davis, Director

 /s/ Edsel D. Dunford                     /s/ John Fahl
- ---------------------------------        --------------------------------
Edsel D. Dunford, Director               John Fahl, Director

 /s/ Julien A. Faisant                    /s/ Deborah M. Fretz
- ---------------------------------        --------------------------------
Julien A. Faisant, Vice President        Deborah M. Fretz, Director
and Controller, Principal
Accounting Officer

 /s/ Dennis J. Gormley                     /s/ Ivan W. Gorr
- ----------------------------------        -------------------------------
Dennis J. Gormley, Director               Ivan W. Gorr, Director

 /s/ Stan C. Kaiman                       /s/ Allan H. Meltzer
- ---------------------------------        --------------------------------
Stan C. Kaiman, Secretary                Allan H. Meltzer, Director
(continued)

                                   15
Part II
                                                             Exhibit (24)

                                                         S-8 96 SOP IND

 /s/ J. Alec Reinhardt                      /s/ Patrick W. Rooney
- ----------------------------------        ------------------------------
J. Alec Reinhardt, Executive Vice         Patrick W. Rooney, Chairman of
President, Principal Financial            the Board, President, Principal
Officer, and Director                     Executive Officer, and Director

STATE OF OHIO    )
                 )  ss.
COUNT OF HANCOCK )

On this 22nd day of July, 1996, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Arthur H. Aronson,
Delmont A. Davis, Edsel D. Dunford, John Fahl, Julien A. Faisant, Deborah
M. Fretz, Dennis J. Gormley, Ivan W. Gorr, Stan C. Kaiman, Allan H.
Meltzer, J. Alec Reinhardt, and Patrick W. Rooney, known to me to be the
persons whose names are subscribed in the within instrument and
acknowledged to me that they executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                             /s/ Julie A. Grismore
                                            -----------------------------
                                            Notary Public

                                            Julie A. Grismore
                                            Notary Public, State of Ohio
                                            My Commission Expires 1/16/01

                                   16
Part II
                                                             Exhibit (99)
                          C E R T I F I C A T E
                          ---------------------

      I, Stan C. Kaiman, do hereby certify that I am the duly elected,
qualified and acting Secretary of Cooper Tire & Rubber Company, and that
the following is a true, accurate and correct copy of certain resolutions
duly adopted by the Board of Directors of said Company at a meeting duly
called and held on February 13, 1996, at which meeting a quorum of the
Board was present and acting throughout:

      RESOLVED, that the proper officers of the Company be, and they
      hereby are, authorized and directed to prepare or cause to be
      prepared, execute and file, or cause to be filed with the
      Securities and Exchange Commission a Registration Statement on
      Form S-8 pursuant to the Securities Act of 1933, as amended, for
      the purpose of registering shares of Common Stock with a par value
      of $1.00 per share of Cooper Tire & Rubber Company issued upon the
      exercise of options granted under the Cooper Tire & Rubber Company
      1996 Stock Option Plan; and that such officers be authorized to do
      or cause to be done all such further things as may, in their
      opinion, be necessary or advisable in order to effect such
      registration under said Act.

      RESOLVED FURTHER, that Patrick W. Rooney, J. Alec Reinhardt, John
      Fahl, and Stan C. Kaiman be, and each of them hereby is, appointed
      the attorney of the Company with full power of substitution and
      resubstitution for and in the name, place and stead of the Company,
      to sign and file the proposed Registration Statement, together with
      any and all amendments thereto (whether such amendments are filed
      prior or subsequent to the effective date thereof) and exhibits
      thereto, together with amendments to any such exhibits and any
      supplement to the Prospectus related to said Registration Statement
      and any and all applications or other documents to be filed with
      the Securities and Exchange Commission pertaining to such
      securities or such registration, with full power and authority to
      do and perform any and all acts and things whatsoever requisite and
      necessary to be done in the premises, hereby ratifying and
      approving the acts of such attorney or any such substitute.

      RESOLVED FURTHER, that the Chairman of the Board, the President,
      the Executive Vice President, or a Vice President, together with
      the Secretary or Treasurer of the Company be, and they hereby are,
      authorized and directed for and on its behalf to execute a Power of
      Attorney evidencing the foregoing appointment.

      I further certify that the foregoing resolutions have not been
rescinded, modified or changed by any action of the Board of Directors
and that they are now in full force and effect.

      IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 5th day of August, 1996.

                                        /s/ Stan C. Kaiman
                                       --------------------------------
                                       Stan C. Kaiman
                                       Secretary

(CORPORATE SEAL)
                                   17