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)     March 16, 2001
                                                          ----------------------

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


                                      Ohio
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                 (State or Other Jurisdiction of Incorporation)


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


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


                                  713/209-8400
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              (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 March 16, 2001, Cooper Industries, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 announcing a downward adjustment to the
Company's earnings outlook for the first quarter of 2001.


Item 7. Financial Statements and Exhibits.

        Exhibits

        99.1    Company press release dated March 16, 2001 titled "Cooper
                Industries Updates Earnings Outlook"
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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: March 16, 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 March 16, 2001 titled "Cooper
                Industries Updates Earnings Outlook"

EX-99.1

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                                                                    EXHIBIT 99.1



                              FOR IMMEDIATE RELEASE
March 16, 2001

Contact:    John Breed
            (713) 209-8835

                   COOPER INDUSTRIES UPDATES EARNINGS OUTLOOK

HOUSTON, TX, Mar. 16 -- Cooper Industries, Inc. (NYSE:CBE) announced today that
earnings and revenues for the quarter ending March 31, 2001, will be below
previous expectations, primarily due to overall weaker than anticipated market
conditions in North America, and a recent significant decline in demand from
electronics and telecommunications customers. As a result, diluted earnings per
share for the first quarter 2001 now are expected to be approximately $.60
compared with $.89 for the first quarter 2000. Excluding acquisitions,
first-quarter 2001 revenues are expected to be 6 to 8 percent below last year.

      The change in outlook is a result of three factors:

      o     a weaker than expected North American economy which has affected
            volumes in virtually all of the Company's businesses;

      o     lower margins resulting from competitive market conditions and
            production inefficiencies related to adjusting plant manpower levels
            to lower sales volumes; and

      o     an abnormally negative mix in product sales.

      "The economic slowdown which began in the latter half of 2000 has become
much more severe and pervasive than we had previously anticipated," said H. John
Riley, Jr., Cooper's chairman, president and chief executive officer. "As a
result, earnings for the first three months of 2001 will be considerably below
plan. Although our European operations are performing well, business conditions
in virtually all of the North American markets we serve have not performed at
the levels we had originally forecast. The energy related and construction
markets are not picking up as we had expected, and utility markets have softened
due to uncertainty related to the overall economic outlook. Additionally,
telecommunications and electronics - industries that generated significant
growth for us in 2000 - have measurably weakened due to slowed consumer demand
and excess distributor and end user inventories.

      "While Cooper's consolidated revenues may very well increase modestly in
the 2001 first quarter as a result of acquisitions, operating efficiencies are
being severely hampered by these marketplace dynamics," continued Riley. "We are
realizing an unprecedented negative effect

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across nearly all of our businesses, despite their broad product lines and
global reach which historically have provided significant protection from
cyclical market volatilities. Margins have been impacted due to unfavorable
production variances, a weakened price environment and - for the first time in
recent experience - a mix in sales volumes in nearly all of our businesses
skewed towards lower margin, lower return products.

"In the fourth quarter of 2000, as we saw the economy beginning to slow, we took
immediate actions to try to buffer our performance from the declining market
conditions," continued Riley. "These actions included hiring freezes, headcount
reductions, capital expenditure rescheduling and other spending cuts. We now are
accelerating and supplementing these cost control initiatives and eliminating
all non-critical spending. At the same time, we will continue to implement those
internal growth programs that strengthen our businesses, provide distinct
competitive advantages and improve customer responsiveness. Cooper has an
excellent product portfolio, financial strength and solid business fundamentals.
We are confident that our long-term strategy and growth drivers will generate
sustained value for our shareholders."

      Cooper will host a conference call today at 11:00 a.m. Eastern Time to
discuss its revised earnings expectations for the first quarter 2001. Those
interested in hearing the briefing may listen by telephone by dialing
212-896-6065. No confirmation code or pass code will be needed. A replay will be
available by telephone until March 22, 2001, by dialing 800-633-8284. The
password for accessing the replay by telephone is 18316267. The conference call
also can be accessed through the Investor Center section of the Company's
Internet site, www.cooperindustries.com, under the heading "Management
Presentations" or at www.streetfusion.com. An audio replay will be available on
those web sites until March 30, 2001.

      Cooper Industries, with 2000 revenues of $4.5 billion, is a worldwide
manufacturer of electrical products, tools and hardware. Additional information
about Cooper is available on the company's World Wide 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, including but not limited to: 1) the pace of growth in the domestic
economy, and in European and Latin American markets; 2) the rate of recovery in
electronic product demand; 3) the rate of improvement in worldwide
energy-related project spending; 4) significant changes in raw material and
energy costs; 5) the rate at which benefits are realized from cost reduction
programs recently completed, currently under way or to be initiated in the near
future. The estimates also assume, without limitation, no significant change in
competitive conditions and no significant adverse changes in the relationship of
the U.S. dollar to the currencies of countries in which Cooper does business.

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