1
                                                Filed Pursuant to Rule 424(b)(2)
                                Registration Statement Nos. 33-4097 and 33-33011



               SUPPLEMENT NO. 2 TO PROSPECTUS SUPPLEMENT DATED
             AUGUST 14,1995 AND PROSPECTUS DATED FEBRUARY 9,1990

                           COOPER INDUSTRIES, INC.

                       SECOND SERIES MEDIUM-TERM NOTES

                         ISSUE DATE September 8, 1995


                                                                INTEREST RATE
MATURITY DATE                                                     PER ANNUM
- -------------                                                   -------------
September 8, 2005                                                   6.72%



Issued at 100% of aggregate principal amount.
Not redeemable prior to maturity.
Issue initially in Book Entry form.

The aggregate principal amount of this offering is $25,000,000.00 and relates
only to Supplement No. 2. To date, including this offering, an aggregate of
$228,900,000.00 Second Series Medium-Term Notes has been issued.