8-K

                       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)     May 14, 2002
                                                        ----------------------


                             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)



Item 5.  Other Events.

Approval of Corporate Restructuring

On May 14, 2002, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing the approval by the Company's
shareholders of the Company's corporate restructuring that will result in the
Company changing its place of incorporation from Ohio to Bermuda.

Item 7.  Financial Statements and Exhibits.

         Exhibits

         99.1     Company press release dated May 14, 2002 titled "Cooper
                  Industries Shareholders Approve Reincorporation"



                                   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:    May 14, 2002                         /s/ Terrance V. Helz
                                             -----------------------------------
                                             Terrance V. Helz
                                             Associate General Counsel
                                             and Secretary











                                  EXHIBIT INDEX


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

    99.1     Company press release dated May 14, 2002 titled "Cooper Industries
             Shareholders Approve Reincorporation"

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
May 14, 2002

Contact:  John S. Breed
          (713) 209-8835

             COOPER INDUSTRIES SHAREHOLDERS APPROVE REINCORPORATION

HOUSTON, TX, May 14 -- Cooper Industries, Inc. (NYSE:CBE) today announced that
its shareholders approved a corporate restructuring that will result in Cooper
Industries changing its place of incorporation from Ohio to Bermuda. Of the
93,009,285 shares outstanding and entitled to vote at today's Special Meeting of
Shareholders, 68.3 percent voted in favor of the proposal, well above the
majority vote required by Ohio law. Of the 69,941,079 shares voted at the
meeting, 90.8 percent voted in favor of the proposal.

         As a result of today's vote, Cooper Industries, Ltd. will become the
parent holding company of Cooper Industries, Inc. The Company expects the
reincorporation to be effective as soon as possible following the close of
business on May 21, 2002. Upon completion, the shares of Cooper Industries, Inc.
common stock will automatically be converted to shares of Cooper Industries,
Ltd. common stock. The new shares will be listed and traded on the New York
Stock Exchange under the ticker symbol "CBE."

         Cooper Industries, with 2001 revenues of $4.2 billion, is a worldwide
manufacturer of electrical products, tools and hardware. Additional information
about Cooper is available on the Company's Internet site:
www.cooperindustries.com.

                                      # # #