8-K

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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) June 11, 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 June 11, 2001, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing a plan to reorganize the
Company and change its place of incorporation from Ohio to Bermuda.

Item 7.  Financial Statements and Exhibits.

         Exhibits

          99.1   Company press release dated June 11, 2001 titled "Cooper
                 Industries Board Approves Plan to Change Corporate Structure."

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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:    June 11, 2001                /s/ Diane K. Schumacher
                                      ---------------------------------------
                                      Diane K. Schumacher
                                      Senior Vice President, General Counsel
                                      and Secretary


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                                  EXHIBIT INDEX


 Exhibit No.
 -----------
    99.1         Company press release dated June 11, 2001 titled "Cooper
                 Industries Board Approves Plan to Change Corporate Structure."

EX-99.1

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                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE
June 11, 2001

Contact: John Breed
         (713) 209-8835

                      COOPER INDUSTRIES BOARD APPROVES PLAN
                          TO CHANGE CORPORATE STRUCTURE
             Proposed Structure Will Facilitate Growth Opportunities

HOUSTON, TX, June 11 -- Cooper Industries, Inc. (NYSE:CBE) today announced that
its Board of Directors has approved a plan to reorganize the Company and change
its place of incorporation from Ohio to Bermuda. Under the plan, Cooper
Industries, Ltd., a newly-formed Bermuda corporation, will become the parent
holding company of Cooper Industries, Inc. The reorganization is subject to the
approval of the holders of a majority of Cooper's outstanding shares.

         "More and more of Cooper's revenues are being derived from operations
and customers outside the United States," said H. John Riley, Jr., chairman,
president and chief executive officer. "We do not see this changing. In fact,
expansion of our international activities is an important part of our ongoing
business strategy, and we expect that significant growth opportunities exist in
the international marketplace. Consequently, we believe that by changing our
legal domicile to Bermuda, we will generate increased value and returns for our
shareholders because we will be able to take advantage of business, financial
and strategic opportunities that are not available under our current structure.
The reorganization will accelerate our strategic initiatives, enhance our
competitiveness regarding international acquisition opportunities and improve
our global tax position to generate increased cash flow.

         "We anticipate that this reorganization, which we expect to be
completed before year-end 2001, will have no impact on our day-to-day operations
for our employees, customers and

                                    - more -

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COOPER INDUSTRIES, INC.

suppliers," said Riley. "Cooper will continue to have its headquarters in
Houston, and we remain fully committed to our employees and the local
communities where we have operations."

         Upon completion of the reorganization, each share of Cooper Industries,
Inc. common stock will automatically convert into a share of Cooper Industries,
Ltd. common stock and will have substantially the same attributes as Cooper
Industries, Inc. common stock. Cooper Industries, Ltd. shares will be listed on
the New York Stock Exchange under the "CBE" symbol, the same symbol under which
the Company's common stock currently trades.

         A special meeting of stockholders of Cooper Industries, Inc. will be
called shortly to vote on the proposed transaction. Notice of the special
meeting and a proxy statement/prospectus describing the reorganization will be
mailed to all Cooper stockholders. A registration statement for Cooper
Industries, Ltd. and the proposed proxy statement/prospectus has been filed with
the Securities and Exchange Commission and is available for free at the SEC's
Web site, www.sec.gov. When finalized, these documents will be available at no
charge at the SEC's Web site as well as through the Investor Center section of
Cooper's Web site, www.cooperindustries.com.

         This announcement does not constitute an offer of any securities for
sale, or an offer or an invitation to purchase any securities. AS SOON AS THE
REGISTRATION STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS ARE FINALIZED,
INVESTORS SHOULD READ THESE DOCUMENTS BEFORE MAKING A DECISION CONCERNING THE
TRANSACTION. These documents will contain important information that investors
should consider.

         Cooper will hold a conference call at 10:00 a.m. (Central) on June 12
to discuss the corporate reorganization in greater detail. To listen to the call
by telephone, dial (212) 896-6036 approximately 10 minutes beforehand. No
confirmation code or pass code will be needed for the live briefing by
telephone. The conference call also will be available over the Internet through
the Investor Center section of the Company's Web site: www.cooperindustries.com.
Cooper suggests that listeners using the Internet option should access the
Company's Web site well in advance of the webcasts to download and install any
necessary audio software.

                                    - more -


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COOPER INDUSTRIES, INC.

         A replay of the conference call will be available by telephone until
June 19, 2001, and over the Internet until June 26, 2001. The telephone number
to access the replay in the U.S. is (800) 633-8284. International telephone
access is available by dialing (858) 812-6440. The access code number is
19110899.

         Cooper Industries, with 2000 revenues of $4.5 billion, is a global
manufacturer of a broad range of electrical products and tools and hardware.
Cooper is headquartered in Houston, Texas. Additional information about Cooper
is available on the Company's Web site: www.cooperindustries.com.

         Statements in this news release are forward-looking under the Private
Securities Litigation Reform Act of 1995. These statements are subject to
various risks and uncertainties, many of which are outside the control of the
Company, such as approval of the reorganization plan by the Company's
shareholders, the Company's ability to realize the expected benefits from the
reorganization, the level of market demand for the Company's products,
competitive pressures and future economic conditions. These factors and other
notes and uncertainties affecting the Company's business are discussed in the
registration statement filed with the SEC regarding the reorganization and other
SEC filings.


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