Cooper Industries Board of Directors to Review Danaher Proposal and Respond Promptly

    HOUSTON, Aug. 1 Cooper Industries, Inc. issued
today the following statement:

    "We are disappointed that Danaher has chosen to publicly release its
letter, which contains several misstatements and omissions," said H. John
Riley, Jr., chairman, president and chief executive officer.  "As we told
Danaher in both our meeting on July 21, 2001 and in a letter we sent to
Danaher on July 30, 2001, the Board of Directors of Cooper Industries, with
the advice and assistance of our legal and financial advisors, will carefully
and thoroughly consider Danaher's proposal.  We currently anticipate that the
Board will be meeting next week.  We fully intend to respond to Danaher
promptly thereafter."
    The following letter was sent from Mr. Riley on July 30, 2001 to H.
Lawrence Culp, Jr., President and Chief Executive Officer of Danaher
Corporation :


     July 30, 2001

     Mr. H. Lawrence Culp, Jr.
     President and Chief Executive Officer
     Danaher Corporation
     2099 Pennsylvania Avenue, N.W.
     12th Floor
     Washington, D.C.  20006-1813

    Dear Larry:

    I am responding to your letter dated July 25, 2001.  I must admit that I
am somewhat disappointed at the tone of your letter after what I thought was a
very candid and cordial meeting here in Houston on Saturday, July 21, 2001.
    I will begin by reiterating what I told you at the conclusion of our
meeting on July 21.  With the advice and assistance of the Company's legal and
financial advisors, the Board of Directors of Cooper Industries will carefully
and thoroughly consider your proposal.  We currently anticipate that the Board
will be meeting early in the week of August 6, and we fully intend to respond
to you promptly thereafter.
    Given the nature of our meeting, I am also surprised by your apparent need
to create a "record" with a letter that contains several misstatements and
omissions.  Without identifying each one of them, I feel compelled to address
two issues.
    We attempted to clarify for you at our meeting the major shortcomings of
Danaher's 1999 proposal, made by your predecessor, George Sherman.  Danaher's
proposal was anything but firm.
    Your "all stock" proposal at that time was conditioned on receipt of
"pooling" accounting treatment.  This required, among other things, that
Cooper reissue approximately 19% of its outstanding equity capital prior to
consummation of any business combination with Danaher, subjecting Danaher's
"all stock" acquisition proposal (and consequently both of our shareholder
groups) to substantial uncertainty and market risk.  After a thorough
evaluation, our Board of Directors concluded that, under the circumstances, no
further action on Danaher's proposal was warranted.
    Your letter also includes assertions regarding the costs associated with
our moving offshore.  Our proxy statement, which was mailed to our
shareholders, clearly states that we do not expect the costs of our move
offshore to be material.  Further, we believe the reorganization will
facilitate growth of Cooper by enabling it to obtain business, financial and
strategic advantages that are not currently available, thereby making Cooper
stock a more attractive investment alternative.
    Larry, after receiving your letter, I believe it is all the more important
that management, the Company's legal and financial advisors and Cooper's Board
of Directors carefully and diligently review both the substance and
implications of your proposal.  We intend to do so promptly and will respond
to you following that review.

     Sincerely,

     /s/
     H. John Riley, Jr.
     Chairman, President and Chief Executive Officer


    Statements in this news release are forward-looking under the Private
Securities Litigation Reform Act of 1995.  These statements are subject to
various risks and uncertainties, many of which are outside the control of the
Company, including but not limited to: 1) the pace of recovery of the domestic
economy; 2) the level of market demand for the Company's products and
improvement in electronic and telecommunications sectors; 3) the rate at which
benefits are realized from cost-reduction programs recently completed,
currently under way or to be initiated in the near future; 4) competitive
pressures and future global economic conditions; and 5) approval of the
reorganization plan by the Company's shareholders and the ability to realize
the benefits of the reorganization.
    Further information regarding these and other risk factors is set forth in
Cooper's filings with the Securities and Exchange Commission, including
Cooper's Annual Report on Form 10-K.
    Cooper Industries, with 2000 revenues of $4.5 billion, is a worldwide
manufacturer of electrical products, tools and hardware.  Additional
information about Cooper is available on the Company's Internet site:
http://www.cooperindustries.com .