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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) July 24, 2001


                             Cooper Industries, Inc.
             (Exact Name of Registrant as Specified in its Charter)


                                     Ohio
                 (State or Other Jurisdiction of Incorporation)


              1-1175                                     31-4156620
      (Commission File Number)                (IRS Employer Identification No.)


600 Travis, Suite 5800, Houston, Texas                     77002
Address of Principal Executive Offices)                  (Zip Code)



                                  713/209-8400
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed Since Last Report)


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Item 5.           Other Events.

On July 24, 2001, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 setting forth the Company's results of
operations for the second quarter of 2001.

Item 7.           Financial Statements and Exhibits.

                  Exhibits

                  99.1 Company press release dated July 24, 2001 titled "Cooper
                  Industries Reports Second-Quarter Earnings of 72 Cents Per
                  Share - Results Consistent with Recent Company Guidance"

                  99.2 Company "Sales Trends" to be posted on the Company's
                  website.

Item 9.           Regulation FD Disclosure

Posting of Quarterly Sales Trends

On July 24, 2001, the Company will post on its website the "Sales Trends"
information attached hereto as Exhibit 99.2.




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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       COOPER INDUSTRIES, INC.

                                       (Registrant)

Date:    July 24, 2001                 /s/ D. Bradley McWilliams
                                       ---------------------------------------
                                       D. Bradley McWilliams
                                       Senior Vice President and
                                       Chief Financial Officer



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                                  EXHIBIT INDEX


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

   99.1           Company press release dated July 24, 2001 titled "Cooper
                  Industries Reports Second-Quarter Earnings of 72 Cents Per
                  Share - Results Consistent with Recent Company Guidance"

   99.2           Company "Sales Trends" to be posted on the Company's
                  website.