Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration
Statements on Form S-8, Form S-3D or Form S-3 of Cooper Industries, Inc. or
Cooper Industries, Ltd. and in each related Prospectus of our report dated
January 23, 2003, with respect to the consolidated financial statements and
schedules of Cooper Industries, Ltd. included in this Annual Report (Form 10-K)
for the year ended December 31, 2002.
No. 2-33-14542 Form S-8 Registration Statement for Cooper Industries,
Inc. 1989 Employee Stock Purchase Plan
No. 333-02847 Form S-8 Registration Statement for Cooper Industries,
Inc. Directors Stock Plan
No. 333-64400 Form S-8 Registration Statement for Cooper Industries,
Inc. Amended and Restated Stock Incentive Plan
No. 333-24237 Form S-3D Registration Statement for Cooper Industries,
Inc. Dividend Reinvestment and Stock Purchase Plan
No. 333-101451 Form S-3D Registration Statement for Cooper Industries,
Ltd. Dividend Reinvestment and Stock Purchase Plan
No. 333-51439 Form S-8 Registration Statement for Cooper Industries,
Inc. Director's Retainer Fee Stock Plan
No. 333-51441 Form S-8 Registration Statement for Cooper Industries,
Inc. Amended and Restated Management Annual Incentive
Plan
No. 333-37580 Form S-8 Registration Statement for Cooper Industries,
Ltd. Cooper (UK) Employee Share Purchase Plan
No. 333-75475 Form S-3 Registration Statement (Cooper Industries,
Inc.) for a shelf registration to issue up to $500
million of debt securities
No. 333-99581 Form S-3 Registration Statement (Cooper Industries,
Ltd.) for a shelf registration to issue a guarantee of
up to $500 million of debt securities
/s/ Ernst & Young LLP
Houston, Texas
February 21, 2003