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                                  EXHIBIT 99.2
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                              ANALYST CALL SCRIPT
                                 AUGUST 8, 2001

RICH BAJENSKI:

Thank you operator. Good morning ladies and gentlemen. This is Richard
Bajenski, Vice President of Investor Relations for Cooper Industries.

Joining me this morning are John Riley, Chairman, President and Chief Executive
Officer of Cooper Industries and Brad McWilliams, Senior Vice President and
Chief Financial Officer.

Before we begin, I'd like to make the following disclosure. Certain forward
looking statements that will be made by management during this call are being
provided in reliance upon the Safe Harbor Provision of the Private Securities
Litigation Reform Act of 1995 and are based on current management expectations.
Actual results may differ materially due to a number of risk factors that have
been disclosed with our filings with the SEC. We do not assume any obligation
to update the forward-looking information.

I'd now like to turn the call over to John Riley. John....

JOHN RILEY:

Good morning and thank you for joining us.

As you may have read in our press release, Cooper Industries announced today
that our Board of Directors has unanimously rejected Danaher's unsolicited,
inadequate and highly conditional proposal.

Our Board believes that Danaher's proposal is highly conditional because it
presents an uncertain value based on a range and is subject to due diligence.

Based on the advice of our financial advisor, Credit Suisse First Boston, our
Board of Directors has further concluded that the proposal is inadequate.
Danaher's proposal fails to reflect, among other things, the value of Cooper's
strong business platforms, global franchise, leading market position and
portfolio of world-class brand name products.



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Danaher also has taken into consideration only nominal synergies even though
previous discussions and comments indicated significantly higher cost saving
opportunities.

Bottom line, Danaher's proposal is an attempt to coerce Cooper shareholders
into accepting an opportunistic bid to acquire Cooper at a very low price.
Danaher has made it clear that its proposal is very favorable to the Danaher
shareholders, but our Board's responsibility is to maximize value for Cooper's
shareholders.

We also announced today that our Board has authorized management and our
financial advisor to explore all strategic alternatives that would maximize
shareholder value.

These alternatives will include the exploration of mergers, sales, strategic
alliances, acquisitions or other similar strategic alternatives.

Next, to ensure that we are able to focus on the important task of developing
strategic alternatives, as well as to ensure the continued strength of our
ongoing business operations, we have decided to postpone the August 30th
Special Meeting of Shareholders.

Danaher has attempted to use our plan to reincorporate in Bermuda as a public
referendum on its acquisition proposal. There is no purpose served by affording
Danaher the opportunity to perpetuate misconceptions about the merits of our
reincorporation.

Today, Cooper is the premier electrical products franchise in North America -
and possibly the world.

This franchise was carefully and strategically crafted during the past five
years as we selectively divested lower-margin, lower-return businesses
including the automotive products segment in 1998. At the same time, we made
important strategic additions to our electrical and tools businesses.

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Since that time, we have continued to amass through internal development and
acquisitions an unparalleled portfolio of electrical and tools businesses. Our
products and brand names - including Buss, B-Line, Crouse-Hinds, Halo, Menvier,
McGraw-Edison, Crescent and Nicholson - give us leading positions in the
markets we serve.

Underlying our significant commercial position is a solid financial base
characterized by strong cash flow.

Additionally, ongoing internal improvement programs will provide distinct
long-term competitive advantages and improved customer responsiveness. These
programs include facility consolidations, production shifts to lower cost
geographic regions, global joint ventures, worldwide sourcing initiatives and
unparalleled broad-based distributor relationship programs.

Despite a very tough economy, we are continuing to implement aggressive - and
successful - initiatives to enhance our business platforms.

These actions are contributing to our earnings and cash flow potential, and
they are just beginning to be reflected in our financial performance. When the
economy recovers, Cooper will be ready.

Let me summarize by saying that Cooper has an enviable product portfolio,
financial strength, solid business fundamentals and a loyal and varied customer
base.

Our Board and management have always been committed to enhancing Cooper's
shareholder value. We intend to continue to act responsibly to address the
interests of our shareholders.

Ladies and gentlemen, that concludes my formal remarks. I am now happy to take
a few of your questions. Operator . . .

[Q & A]

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