<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
INFORMATION STATEMENT
PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __1______)
NAME OF ISSUER: Cooper Industries Incorporated
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NO. 216669101
<PAGE> 2
(1) NAME OF REPORTING PERSON: The Chase Manhattan
Corporation
The Chase Manhattan Bank
Cooper Industries Corp Master Trust
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
CMC 13-2624428
CMB 13-4994650
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) []
(B) [x]
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: CMC -
Delaware; Chase - New York; Plan - New York
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING
POWER:
10,100 Common Shares
(6) SHARED VOTING POWER:
6,398,243 Common Shares
(7) SOLE DISPOSITIVE POWER:
10,100 Common Shares
(8) SHARED DISPOSITIVE POWER:
6,398,243 Common Shares
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
6,408,343 Common Shares
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
0 Common Shares
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
5.93%
(12) TYPE OF REPORTING PERSON: HC, BK, EP
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FEE BEING PAID: No
ITEM 1 (a) NAME OF ISSUER: Cooper Industries
Incorporated
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
600 Travis, Suite 5800
Houston, Texas 77002
ITEM 2 (a) NAME OF PERSON FILING:
The Chase Manhattan Corporation ("CMC"),
its wholly owned subsidiary, The Chase
Manhattan Bank, ("Chase") and Cooper Industries
Corp. Master
Trust for Defined Contribution Plans
(the "Plan") and Trust Created Pursuant Thereto
(collectively, the "Filing Persons")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The Chase Manhattan Corporation
270 Park Avenue.
New York, New York 10017
Attention: Anthony J. Horan, Corporate Secretary
The Chase Manhattan Bank,
Global Securities Services
4-Chase MetroTech Center, 18th Fl.
Brooklyn, New York 11245
Attention: Peter B. Owen, Vice President
Cooper Industries Inc. Master Trust for Defined
Contribution Plans
c/o The Chase Manhattan Bank, Master Trustee
4-Chase MetroTech Center, 18th Floor
Brooklyn, New York 11245
Attention: Peter B. Owen, Vice President
ITEM 2 (c) CITIZENSHIP:
CMC is a corporation organized under the laws
of the State of Delaware.
Chase is a bank organized under
the laws of the State of New York.
The Trust is governed under the laws of the
State of New York, to the extent not pre-empted by the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP NO: 216669101
ITEM 3 If this statement is filed pursuant to Rule 13d-
1(b), or 13d-2(b), check whether the persons filing are:
(a)____ Broker of Dealer registered under Section 15 of
the Act.
(b)_X__ Bank as defined in Section 3(a)(6) of the Act.
(c)____ Insurance company as defined in Section 3(a)(19)
of the Act.
(d)____ Investment Company registered under Section 8 of
the Investment Company Act.
(e)____ Investment Adviser registered under Section 203
of the Investment Adviser Act of 1940.
(f)_X__ Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F).
(g)_X__ Parent Holding Company, Inc. accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7).
(h)____ Group, in accordance with Rule 13d-1(b)
(1)(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned:
The Plan and Trust created pursuant thereto
beneficially own 6,408,343 shares of Common Stock.
(b) Percent of Class:
CMC beneficially owns approximately 5.93%.
Chase and the Plan each beneficially own
approximately 5.93%.
Number of shares as to which the Filing Persons
have:
(i) sole power to vote or to direct the vote:
Chase and CMC have the sole power to vote or to direct
the vote of 10,100 shares of Common Stock.
(ii) shared power to vote or to direct the vote:
The Plan and Trust created pursuant thereto share the
power to vote or to direct the vote of 6,398,243 shares
of Common Stock.
Chase and CMC share the power to vote or to direct the
vote of 6,398,243 shares of Common Stock.
(iii) sole power to dispose or to direct the
disposition of:
Chase and CMC have the sole power to
dispose or to direct the disposition of 10,100 shares of
Common Stock.
(iv) shares power to dispose or to direct
the disposition of:
The Plan and Trust created pursuant
thereto share the power to dispose or to direct the
disposition of 6,398,243 shares of commons Stock.
Chase and CMC share the power to dispose or to direct the
disposition of 6,398,243 shares of Common Stock.
The 6,398,243 shares of Common Stock are held in the
trust created pursuant to the Cooper Industries Inc. Master
Trust for Defined Contribution Plan dated April 1, 1995
between Chase as Master Trustee (the "Master Trustee") and
Ingersoll-Rand Company, for the benefit of participants in
the Plan (the "Trust").
Except as set forth below, the Master Trustee is
obligated, under the terms of the Trust and the terms of the
Plan, to vote, tender or exchange any Common Stock
beneficially owned by the Trust as directed by the
participants in the Plan (the "Participants").
For this purpose, each Participant acts in the
capacity of a named fiduciary with respect to all shares of
Common Stock as to which such Participant has the rights of
direction with respect to voting, tender, exchange
and any other rights appurtenant to such stock.
Under the terms of the Trust, the Master Trustee
will vote shares of common stock allocated to the accounts
of Participants in accordance with the instructions given by
such Participants. Any allocated shares for which no
instructions are received are voted by the Master Trustee in
the same proportion as the shares of Common Stock for which
instructions are received.
The administrators of the Plan may cause the Master
Trustee to dispose of shares of Common Stock
under certain limited circumstances.
The actions and duties of the Master Trustee under
the terms of the Trust, including but not limited to the
provisions described above, are subject to the requirements
of ERISA.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf
of Another Person: N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company:
As to CMC, this Schedule is filed pursuant to Rule 13d-
1(b)(iii)(G). Chase is a wholly owned subsidiary of CMC. Chase is a bank
as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934.
Item 8. Identification and classification of Members of
the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
ITEM 10 CERTIFICATION:
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED
IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR
THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND
WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN
ANY TRANSACTION HAVING SUCH PURPOSE OR EFFECT.
Exhibits Exhibit 1- Joint Filing Agreement between The
Chase Manhattan Corporation, The Chase Manhattan Bank, and
Cooper Industries Inc. Master Plan Trust Created Pursuant
thereto.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1997 By:/s/ Anthony J. Horan
Corporate Secretary
THE CHASE MANHATTAN BANK,
Dated: February 14, 1997 By:/s/ Anthony J. Horan
Corporate Secretary
Cooper Industries MASTER PLAN TRUST CREATED
PURSUANT THERETO
By: THE CHASE MANHATTAN BANK,
solely in its capacity as Master Trustee
of the Trust created
pursuant to the
Cooper Industries Inc. Master Plan Trust Agreement
Dated: February 14, 1997 By:/s/ Anthony J. Horan
Corporate Secretary
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(F) of Regulation 13D-G of the
Securities Exchange Act of 1934, the persons or entities
below agree to the joint filing on behalf of each of them of
this Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock of
Cooper Industries Incorporated, and further agree that this
joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof the undersigned, being
duly authorized, hereby execute this Agreement this 14th day
of February, 1997.
THE CHASE MANHATTAN CORPORATION
Dated: February 14, 1997 By:/s/ Anthony J. Horan
Corporate Secretary
THE CHASE MANHATTAN BANK
Dated: February 14, 1997 By:/s/ Anthony J. Horan
Corporate Secretary
Cooper Industries Inc. MASTER PLAN TRUST CREATED
PURSUANT THERETO:
By: The CHASE MANHATTAN BANK,
solely in its capacity as Master Trustee
of the Trust created pursuant to the
Ingersoll-Rand Master Plan Trust Agreement.
Dated: February 14, 1997 BY:/s/Anthony J. Horan
Corporate Secretary
