1 Filed Pursuant to Rule 424(b)(2) Registration Statement Nos. 33-4097 and 33-33011 SUPPLEMENT NO. 5 TO PROSPECTUS SUPPLEMENT DATED AUGUST 14, 1995 AND PROSPECTUS DATED FEBRUARY 9,1990 COOPER INDUSTRIES, INC. SECOND SERIES MEDIUM-TERM NOTES ISSUE DATE September 14, 1995 INTEREST RATE MATURITY DATE PER ANNUM ------------- ------------- September 14, 1995 6.73% 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 $5,000,000.00 and relates only to Supplement No. 5. To date, including this offering, an aggregate of $308,900,000.00 Second Series Medium-Term Notes has been issued.