COOPER INDUSTRIES INC
424B2, 1995-09-13
SWITCHGEAR & SWITCHBOARD APPARATUS
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<PAGE>   1
                                                Filed Pursuant to Rule 424(b)(2)
                                Registration Statement Nos. 33-4097 and 33-33011

                                                   Amendment to Supplement No. 5
                              to correct the Maturity Date to September 14, 2005



               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, 2005                                                  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.



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