As Filed with the Securities and Exchange Commission on March 4, 1994
                                                 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
               PRE-TAX SAVINGS PLAN (BOWLING GREEN - HOSE)
                        (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,   10,000 shs.     $ 27.0625*    $270,625.00*    $100.00
$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 February 28, 1994 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, 1992.
   (b)  All reports filed by the registrant pursuant to Section 13 or
        15(d) of the Exchange Act since December 31, 1992.
   (c)  The registrant's definitive Proxy Statement, dated March 23,
        1993, relating to its 1993 Annual Meeting of Stockholders on
        May 4, 1993.
   (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 or 14 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 7 of this filing is incorporated herein by
reference.

   The registrant undertakes to submit the plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the plan.

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 (a)(1)(i) and (a)(1)(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 March 4, 1994.

                                         COOPER TIRE & RUBBER COMPANY



                                         /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
- ---------                -----                                  ----
 
IVAN W. GORR*            Chairman of the Board, Chief      March 4, 1994
                         Executive Officer and Director
                         (Principal Executive Officer)

PATRICK W. ROONEY*       President, Chief Operating              "
                         Officer and Director
                         (Principal Operating 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 Purchasing               "

DELMONT A. DAVIS*        Director                                "

DENNIS J. GORMLEY*       Director                                "

JOSEPH M. MAGLIOCHETTI*  Director                                "

WILLIAM D. MAROHN*       Director                                "

ALLAN H. MELTZER*        Director                                "

LEON F. WINBIGLER*       Director                                "


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



(continued)
                                    5
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the Plan 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 March 4, 1994.

                                          COOPER TIRE & RUBBER COMPANY
                                          PRE-TAX SAVINGS PLAN
                                          (BOWLING GREEN - HOSE)



                                          J. A. FAISANT*



                                          W. C. HATTENDORF*



                                          J. A. REINHARDT*



                                          P. W. ROONEY*



                                          As members of the Pre-Tax
                                          Savings Plan Committee



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



























                                    6
<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


(5)      Opinion of Richard D. Teeple, Esq. as to the legality of
         the shares registered hereunder                               8


(15)     Letter regarding unaudited interim financial information      9


(23)     Consent of Ernst & Young                                     10


(23)     Consent of Richard D. Teeple, Esq. (included in Exhibit 5)    8


(24)     Powers of Attorney                                        11-20


(99)     Certified resolution of the Company's Board of Directors
         adopted November 11, 1993                                 21-22
























                                    7
<PAGE>
                                                            Part II
                                                            Exhibit (5)

March 4, 1994



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

     Re:  Cooper Tire & Rubber Company
          Registration Statement on Form S-8
          Pre-Tax Savings Plan (Bowling Green - Hose)

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 10,000 shares of Common Stock, $1 par
value, and 10,000 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 Pre-Tax Savings Plan
(Bowling Green - Hose) ("Plan").  I examined such documents and questions
of law as I deem necessary for this opinion.

     I am of the opinion that the 10,000 shares of Common Stock and
10,000 Rights to Purchase Series A Preferred Stock to be offered after
the Registration Statement becomes effective, and which may be purchased
by the Trustee for the accounts of 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
"Legal Opinions" in the Registration Statement.

                                       Respectfully submitted,

                                       COOPER TIRE & RUBBER COMPANY



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

















                                    8
<PAGE>
                                                            Part II
                                                            Exhibit (15)



March 4, 1994



Securities and Exchange Commission
Washington, D.C.  20549

We are aware of the incorporation by reference in the registration
statements (Form S-3 No. 33-44159, Form S-8 Nos. 2-58577, 2-77400,
33-5483, 33-35071, 33-47979, 33-47980, 33-47981 and 33-47982 and Form S-8
for the Cooper Tire & Rubber Company Pre-Tax Savings Plan [Bowling Green
- - Hose]) of Cooper Tire & Rubber Company for the registration of its
common stock of our reports dated April 13, 1993, July 13, 1993, and
October 12, 1993 relating to the unaudited interim financial statements
of Cooper Tire & Rubber Company which are included in its Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.

Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not
a part of the registration statements prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities Act
of 1933.


                                       Very truly yours,



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




























                                    9
<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
Pre-Tax Savings Plan (Bowling Green - Hose) of our report dated February
15, 1993, 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, 1992 and the related
financial statement schedules included therein, filed with the Securities
and Exchange Commission.




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



Toledo, Ohio
March 4, 1994



































                                   10
<PAGE>
                                                          Part II
                                                          Exhibit (24)
                                                          S-8 CO-BGH PSP

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of
Cooper Tire & Rubber Company, do hereby, for and on behalf of said Cooper
Tire & Rubber Company in accordance with the certain resolution of the
Board of Directors adopted November 11, 1993, constitute and appoint Ivan
W. Gorr, or Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 17th day of January, 1994.

ATTEST:                                 COOPER TIRE & RUBBER COMPANY


/s/ Stan C. Kaiman                      /s/ Patrick W. Rooney
- -------------------------               -----------------------------
Stan C. Kaiman                          Patrick W. Rooney
Secretary                               President


STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 17th day of January, 1994, 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 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)


                                   11
<PAGE>
                                                          Part II
                                                          Exhibit (24)
                                                          S-8 COM-BGH PSP


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned members of the
Plan Committee of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Hose) do hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 19th day of January, 1994.


/s/ J. A. Faisant                       /s/ W. C. Hattendorf
- -------------------------               -----------------------------
J. A. Faisant                           W. C. Hattendorf


/s/ J. A. Reinhardt                     /s/ P. W. Rooney
- -------------------------               -----------------------------
J. A. Reinhardt                         P. W. Rooney


STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)
                                   12
<PAGE>

                                                        Part II
                                                        Exhibit (24)
                                                        S-8 IND-BGH PSP I


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacities indicated, do hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 19th day of January, 1994.


/s/ John Fahl                           /s/ Julien A. Faisant
- ----------------------------            -----------------------------
John Fahl, Director                     Julien A. Faisant, Vice
                                        President and Controller,
                                        Principal Accounting OFficer


/s/ Ivan W. Gorr                        /s/ Stan C. Kaiman
- ----------------------------            -----------------------------
Ivan W. Gorr, Chairman of the           Stan C. Kaiman, Secretary
Board, Principal Executive
Officer, and Director


/s/ J. Alec Reinhardt                   /s/ Patrick W. Rooney
- ----------------------------            -----------------------------
J. Alec Reinhardt, Executive            Patrick W. Rooney, President
Vice President, Principal               Principal Operating Officer, and
Financial Officer, and Director         Director











(continued)
                                   13
<PAGE>


STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)








































                                   14
<PAGE>

                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Muncie, Indiana this 10th day of December, 1993.


/s/ Delmont A. Davis
- --------------------------
Delmont A. Davis, Director



STATE OF INDIANA  )
                  )    ss.
COUNTY OF DELAWARE)

     On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Delmont A.
Davis, known to me to be the person whose name is 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/ Mary L. Greer
                                  ----------------------------------
                                  Mary L. Greer, Notary Public
                                  Resident of Delaware County, Indiana
                                  My commission expires November 10, 1995

(SEAL)





                                   15
<PAGE>
                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 9th day of December, 1993.


/s/ Dennis J. Gormley
- --------------------------
Dennis J. Gormley, Director



STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 9th day of December, 1993, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Dennis J.
Gormley, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996


(SEAL)





                                   16
<PAGE>
                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 5th day of January, 1994.


/s/ Joseph M. Magliochetti
- --------------------------
Joseph M. Magliochetti, Director



STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 5th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Joseph M.
Magliochetti, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996


(SEAL)





                                   17
<PAGE>
                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Benton Harbor, Michigan this 13th day of December, 1993.


/s/ William D. Marohn
- --------------------------
William D. Marohn, Director



STATE OF MICHIGAN)
                 )    ss.
COUNTY OF BERRIEN)

     On this 13th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared William D.
Marohn, known to me to be the person whose name is 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/ Bonnie C. Veverka
                                   ----------------------------------
                                   Bonnie C. Veverka, Notary Public
                                   Acting in Berrien County, Michigan USA
                                   My commission expires June 20, 1995


(SEAL)





                                   18
<PAGE>
                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Pittsburgh, Pennsylvania this 10th day of December,
1993.


/s/ Allan H. Meltzer
- --------------------------
Allan H. Meltzer, Director



STATE OF PENNSYLVANIA)
                     )    ss.
COUNTY OF ALLEGHENY  )

     On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Allan H.
Meltzer, known to me to be the person whose name is 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/ Richard C. Schaeffer
                                  -----------------------------------
                                  Richard C. Schaeffer, Notary Public
                                  Pittsburgh, Allegheny County
                                  My commission expires February 29, 1996


(SEAL)




                                   19
<PAGE>
                                                      Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II


                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 7th day of January, 1994.


/s/ Leon F. Winbigler
- --------------------------
Leon F. Winbigler, Director



STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 7th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Leon F.
Winbigler, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996


(SEAL)





                                   20
<PAGE>
                                                            Part II
                                                            Exhibit (99)

                               Certificate
                               -----------

     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 November 11, 1993, at which meeting a quorum of the
Board was present and acting throughout:
 
      WHEREAS, negotiations have been held with Local Unions #1042
      and #1152 and the International Union, United Rubber, Cork,
      Linoleum and Plastic Workers of America (herein referred to
      as the "International Union"), concerning plans to encourage
      and assist certain employees of the Bowling Green Plants to
      engage in a savings program with a view toward meeting
      financial emergencies and as a means of adding to their
      retirement income, and

      WHEREAS, documents each defining a Pre-Tax Savings Plan have
      been executed on behalf of the Company, the respective Local
      Union, and the International Union at the Bowling Green -
      Sealing Plant and at the Bowling Green - Hose Plant (herein
      referred to collectively as the "Plans"), which Plans have
      been drafted to comply with applicable laws and governmental
      regulations concerning plan qualification, and

      WHEREAS, a trust agreement is necessary for each of the Plans
      for execution between the Company and National City Bank, as
      trustee (the "Trust Agreements"), and

      WHEREAS, it will be necessary to file a registration
      statement with the Securities and Exchange Commission with
      respect to interests in each of the Plans and the Common
      Stock of the Company offered in connection with the Plans.

      NOW, THEREFORE, BE IT RESOLVED, that the execution of each of
      the Plans be, and hereby is, confirmed and ratified in all
      respects.

      FURTHER RESOLVED, that the proper officers of the Company be,
      and they hereby are, authorized and directed to execute in
      the name and on behalf of the Company the Trust Agreements,
      in the form submitted to this meeting, with such
      modifications as the officer or officers executing the same
      shall approve.

      FURTHER 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 Exchange Act
      of 1933, as amended, 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
      the filing of such report under said Act.



      (continued)
                                   21
      <PAGE>

*n*

      RESOLVED, that Ivan W. Gorr or Stan C. Kaiman or J. Alec
      Reinhardt or Patrick W. Rooney be, and each of them hereby
      is, appointed as 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 Form S-8
      relating to each of the Plans together with any and all
      amendments and exhibits thereto, together with amendments to
      any such exhibits, 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.

      FURTHER RESOLVED, that the Chairman of the Board, the
      President, the Executive Vice President, a Vice President, or
      the General Counsel 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.

      FURTHER RESOLVED, that the appropriate officers of the
      Company be, and they hereby are, authorized and directed to
      execute and deliver, on behalf of the Company, such
      instruments, documents, agreements and papers, and to do, on
      behalf of the Company, such other acts and things as he or
      they may deem necessary or desirable to effect the purpose
      and intent of the foregoing resolutions.
 
     I further certify that the foregoing resolutions have not been
rescinded, modified or changed by any action of the Board of Directors
and that it is now in full force and effect.

     IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 4th day of March, 1994.




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

(SEAL)



















 
                             22
[{"type": "S-8", "sequence": "1", "description": "S-8 PRE-TAX SAVINGS PLAN (BOWLING GREEN-HOSE)", "secsgml_size_bytes": 51329}]
{"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": "033-52499", "film-number": "94514615"}, "business-address": {"street1": "LIMA & WESTERN AVENUES", "city": "FINDLAY", "state": "OH", "zip": "45840", "phone": "4194231321"}}
As Filed with the Securities and Exchange Commission on March 4, 1994
                                                 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
               PRE-TAX SAVINGS PLAN (BOWLING GREEN - HOSE)
                        (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,   10,000 shs.     $ 27.0625*    $270,625.00*    $100.00
$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 February 28, 1994 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, 1992.
   (b)  All reports filed by the registrant pursuant to Section 13 or
        15(d) of the Exchange Act since December 31, 1992.
   (c)  The registrant's definitive Proxy Statement, dated March 23,
        1993, relating to its 1993 Annual Meeting of Stockholders on
        May 4, 1993.
   (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 or 14 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 7 of this filing is incorporated herein by
reference.

   The registrant undertakes to submit the plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the plan.

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 (a)(1)(i) and (a)(1)(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 March 4, 1994.

                                         COOPER TIRE & RUBBER COMPANY

                                         /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
- ---------                -----                                  ----
 
IVAN W. GORR*            Chairman of the Board, Chief      March 4, 1994
                         Executive Officer and Director
                         (Principal Executive Officer)

PATRICK W. ROONEY*       President, Chief Operating              "
                         Officer and Director
                         (Principal Operating 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 Purchasing               "

DELMONT A. DAVIS*        Director                                "

DENNIS J. GORMLEY*       Director                                "

JOSEPH M. MAGLIOCHETTI*  Director                                "

WILLIAM D. MAROHN*       Director                                "

ALLAN H. MELTZER*        Director                                "

LEON F. WINBIGLER*       Director                                "

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

(continued)
                                    5
Pursuant to the requirements of the Securities Act of 1933, the Plan 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 March 4, 1994.

                                          COOPER TIRE & RUBBER COMPANY
                                          PRE-TAX SAVINGS PLAN
                                          (BOWLING GREEN - HOSE)

                                          J. A. FAISANT*

                                          W. C. HATTENDORF*

                                          J. A. REINHARDT*

                                          P. W. ROONEY*

                                          As members of the Pre-Tax
                                          Savings Plan Committee

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

                                    6
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

(5)      Opinion of Richard D. Teeple, Esq. as to the legality of
         the shares registered hereunder                               8

(15)     Letter regarding unaudited interim financial information      9

(23)     Consent of Ernst & Young                                     10

(23)     Consent of Richard D. Teeple, Esq. (included in Exhibit 5)    8

(24)     Powers of Attorney                                        11-20

(99)     Certified resolution of the Company's Board of Directors
         adopted November 11, 1993                                 21-22

                                    7
Part II
                                                            Exhibit (5)

March 4, 1994

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

     Re:  Cooper Tire & Rubber Company
          Registration Statement on Form S-8
          Pre-Tax Savings Plan (Bowling Green - Hose)

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 10,000 shares of Common Stock, $1 par
value, and 10,000 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 Pre-Tax Savings Plan
(Bowling Green - Hose) ("Plan").  I examined such documents and questions
of law as I deem necessary for this opinion.

     I am of the opinion that the 10,000 shares of Common Stock and
10,000 Rights to Purchase Series A Preferred Stock to be offered after
the Registration Statement becomes effective, and which may be purchased
by the Trustee for the accounts of 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
"Legal Opinions" in the Registration Statement.

                                       Respectfully submitted,

                                       COOPER TIRE & RUBBER COMPANY

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

                                    8
Part II
                                                            Exhibit (15)

March 4, 1994

Securities and Exchange Commission
Washington, D.C.  20549

We are aware of the incorporation by reference in the registration
statements (Form S-3 No. 33-44159, Form S-8 Nos. 2-58577, 2-77400,
33-5483, 33-35071, 33-47979, 33-47980, 33-47981 and 33-47982 and Form S-8
for the Cooper Tire & Rubber Company Pre-Tax Savings Plan [Bowling Green
- - Hose]) of Cooper Tire & Rubber Company for the registration of its
common stock of our reports dated April 13, 1993, July 13, 1993, and
October 12, 1993 relating to the unaudited interim financial statements
of Cooper Tire & Rubber Company which are included in its Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.

Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not
a part of the registration statements prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities Act
of 1933.

                                       Very truly yours,

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

                                    9
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
Pre-Tax Savings Plan (Bowling Green - Hose) of our report dated February
15, 1993, 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, 1992 and the related
financial statement schedules included therein, filed with the Securities
and Exchange Commission.

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

Toledo, Ohio
March 4, 1994

                                   10
Part II
                                                          Exhibit (24)
                                                          S-8 CO-BGH PSP

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of
Cooper Tire & Rubber Company, do hereby, for and on behalf of said Cooper
Tire & Rubber Company in accordance with the certain resolution of the
Board of Directors adopted November 11, 1993, constitute and appoint Ivan
W. Gorr, or Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 17th day of January, 1994.

ATTEST:                                 COOPER TIRE & RUBBER COMPANY

/s/ Stan C. Kaiman                      /s/ Patrick W. Rooney
- -------------------------               -----------------------------
Stan C. Kaiman                          Patrick W. Rooney
Secretary                               President

STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 17th day of January, 1994, 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 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)

                                   11
Part II
                                                          Exhibit (24)
                                                          S-8 COM-BGH PSP

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned members of the
Plan Committee of the Cooper Tire & Rubber Company Pre-Tax Savings Plan
(Bowling Green - Hose) do hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 19th day of January, 1994.

/s/ J. A. Faisant                       /s/ W. C. Hattendorf
- -------------------------               -----------------------------
J. A. Faisant                           W. C. Hattendorf

/s/ J. A. Reinhardt                     /s/ P. W. Rooney
- -------------------------               -----------------------------
J. A. Reinhardt                         P. W. Rooney

STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)
                                   12
Part II
                                                        Exhibit (24)
                                                        S-8 IND-BGH PSP I

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacities indicated, do hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 19th day of January, 1994.

/s/ John Fahl                           /s/ Julien A. Faisant
- ----------------------------            -----------------------------
John Fahl, Director                     Julien A. Faisant, Vice
                                        President and Controller,
                                        Principal Accounting OFficer

/s/ Ivan W. Gorr                        /s/ Stan C. Kaiman
- ----------------------------            -----------------------------
Ivan W. Gorr, Chairman of the           Stan C. Kaiman, Secretary
Board, Principal Executive
Officer, and Director

/s/ J. Alec Reinhardt                   /s/ Patrick W. Rooney
- ----------------------------            -----------------------------
J. Alec Reinhardt, Executive            Patrick W. Rooney, President
Vice President, Principal               Principal Operating Officer, and
Financial Officer, and Director         Director

(continued)
                                   13
STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 19th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared J. A. Faisant, W.
C. Hattendorf, J. A. Reinhardt, and P. 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)

                                   14
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Muncie, Indiana this 10th day of December, 1993.

/s/ Delmont A. Davis
- --------------------------
Delmont A. Davis, Director

STATE OF INDIANA  )
                  )    ss.
COUNTY OF DELAWARE)

     On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Delmont A.
Davis, known to me to be the person whose name is 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/ Mary L. Greer
                                  ----------------------------------
                                  Mary L. Greer, Notary Public
                                  Resident of Delaware County, Indiana
                                  My commission expires November 10, 1995

(SEAL)

                                   15
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 9th day of December, 1993.

/s/ Dennis J. Gormley
- --------------------------
Dennis J. Gormley, Director

STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 9th day of December, 1993, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Dennis J.
Gormley, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)

                                   16
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 5th day of January, 1994.

/s/ Joseph M. Magliochetti
- --------------------------
Joseph M. Magliochetti, Director

STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 5th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Joseph M.
Magliochetti, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)

                                   17
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Benton Harbor, Michigan this 13th day of December, 1993.

/s/ William D. Marohn
- --------------------------
William D. Marohn, Director

STATE OF MICHIGAN)
                 )    ss.
COUNTY OF BERRIEN)

     On this 13th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared William D.
Marohn, known to me to be the person whose name is 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/ Bonnie C. Veverka
                                   ----------------------------------
                                   Bonnie C. Veverka, Notary Public
                                   Acting in Berrien County, Michigan USA
                                   My commission expires June 20, 1995

(SEAL)

                                   18
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Pittsburgh, Pennsylvania this 10th day of December,
1993.

/s/ Allan H. Meltzer
- --------------------------
Allan H. Meltzer, Director

STATE OF PENNSYLVANIA)
                     )    ss.
COUNTY OF ALLEGHENY  )

     On this 10th day of December, 1993, before me a Notary Public, in
and for the State and County aforesaid, personally appeared Allan H.
Meltzer, known to me to be the person whose name is 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/ Richard C. Schaeffer
                                  -----------------------------------
                                  Richard C. Schaeffer, Notary Public
                                  Pittsburgh, Allegheny County
                                  My commission expires February 29, 1996

(SEAL)

                                   19
Part II
                                                      Exhibit (24)
                                                      S-8 IND-BGH PSP II

                            POWER OF ATTORNEY
                            -----------------

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in the
capacity indicated, does hereby constitute and appoint Ivan W. Gorr, or
Stan C. Kaiman, or J. Alec Reinhardt, or Patrick W. Rooney as his
attorney with full power of substitution and resubstitution for and in
his 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
certain shares of common stock with a par value of $1.00 per share of
Cooper Tire & Rubber Company and certain interests in the Cooper Tire &
Rubber Company Pre-Tax Savings Plan (Bowling Green - Hose) and any and
all amendments to said Registration Statement, whether such amendments
are filed prior or subsequent to the effective date thereof, or any
amendments to any exhibits thereto or to file any supplement to the
Prospectus related thereto and any and all applications, instruments or
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 said attorney or any such substitute.

     Executed at Findlay, Ohio this 7th day of January, 1994.

/s/ Leon F. Winbigler
- --------------------------
Leon F. Winbigler, Director

STATE OF OHIO    )
                 )    ss.
COUNTY OF HANCOCK)

     On this 7th day of January, 1994, before me a Notary Public, in and
for the State and County aforesaid, personally appeared Leon F.
Winbigler, known to me to be the person whose name is 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
                                   ----------------------------------
                                   Julie A. Grismore
                                   Notary Public, State of Ohio
                                   My commission expires January 15, 1996

(SEAL)

                                   20
Part II
                                                            Exhibit (99)

                               Certificate
                               -----------

     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 November 11, 1993, at which meeting a quorum of the
Board was present and acting throughout:
 
      WHEREAS, negotiations have been held with Local Unions #1042
      and #1152 and the International Union, United Rubber, Cork,
      Linoleum and Plastic Workers of America (herein referred to
      as the "International Union"), concerning plans to encourage
      and assist certain employees of the Bowling Green Plants to
      engage in a savings program with a view toward meeting
      financial emergencies and as a means of adding to their
      retirement income, and

      WHEREAS, documents each defining a Pre-Tax Savings Plan have
      been executed on behalf of the Company, the respective Local
      Union, and the International Union at the Bowling Green -
      Sealing Plant and at the Bowling Green - Hose Plant (herein
      referred to collectively as the "Plans"), which Plans have
      been drafted to comply with applicable laws and governmental
      regulations concerning plan qualification, and

      WHEREAS, a trust agreement is necessary for each of the Plans
      for execution between the Company and National City Bank, as
      trustee (the "Trust Agreements"), and

      WHEREAS, it will be necessary to file a registration
      statement with the Securities and Exchange Commission with
      respect to interests in each of the Plans and the Common
      Stock of the Company offered in connection with the Plans.

      NOW, THEREFORE, BE IT RESOLVED, that the execution of each of
      the Plans be, and hereby is, confirmed and ratified in all
      respects.

      FURTHER RESOLVED, that the proper officers of the Company be,
      and they hereby are, authorized and directed to execute in
      the name and on behalf of the Company the Trust Agreements,
      in the form submitted to this meeting, with such
      modifications as the officer or officers executing the same
      shall approve.

      FURTHER 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 Exchange Act
      of 1933, as amended, 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
      the filing of such report under said Act.

      (continued)
                                   21
*n*

      RESOLVED, that Ivan W. Gorr or Stan C. Kaiman or J. Alec
      Reinhardt or Patrick W. Rooney be, and each of them hereby
      is, appointed as 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 Form S-8
      relating to each of the Plans together with any and all
      amendments and exhibits thereto, together with amendments to
      any such exhibits, 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.

      FURTHER RESOLVED, that the Chairman of the Board, the
      President, the Executive Vice President, a Vice President, or
      the General Counsel 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.

      FURTHER RESOLVED, that the appropriate officers of the
      Company be, and they hereby are, authorized and directed to
      execute and deliver, on behalf of the Company, such
      instruments, documents, agreements and papers, and to do, on
      behalf of the Company, such other acts and things as he or
      they may deem necessary or desirable to effect the purpose
      and intent of the foregoing resolutions.
 
     I further certify that the foregoing resolutions have not been
rescinded, modified or changed by any action of the Board of Directors
and that it is now in full force and effect.

     IN WITNESS WHEREOF, I have hereunto set my hand and attached the
Corporate Seal this 4th day of March, 1994.

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

(SEAL)

 
                             22