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Cooper Industries Completes $500 Million Share Buyback Program

7 January 1999

Cooper Industries Completes $500 Million Share Buyback Program; Company Enters 1999 With Improved Capital Structure and Cash Flow

    HOUSTON, Jan. 7 -- Cooper Industries, Inc.
announced today that it has completed the $500 million stock repurchase
program authorized by its board in November 1998.  Since November, Cooper has
repurchased approximately 10.2 million of its shares at an average price of
$49 per share.  As a result of this program and stock repurchases made earlier
in 1998, the number of basic shares outstanding has been reduced from
120.2 million at the beginning of 1998 to approximately 94.2 million at year-
end.
    "In completing these repurchase programs, we've taken an important and
final step in the transformation of Cooper Industries," said H. John Riley,
Jr., Chairman, President and Chief Executive Officer.  "Over the last three
years, we've successfully redirected our operational emphasis and reshaped our
financial structure.  We have exited the highly cyclical energy markets and
several low-return businesses and have reinvested our capital to strengthen
our balance sheet and grow our high-return businesses.
    "In 1998, we repurchased approximately $1.3 billion of common stock,
reduced debt to the low end of our debt-to-capital range and reinvested
approximately $300 million in complementary acquisitions and $140 million in
capital improvements.  The strategic steps we've taken position Cooper to take
advantage of its strong cash flow and strengthened capital structure and
provide us with a solid platform for future growth."
    Cooper Industries, a worldwide manufacturer of electrical products, tools
and hardware, is headquartered in Houston, Texas.  Additional information
about Cooper is available on the company's World Wide Web site:
http://www.cooperindustries.com.
    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, such as the level of market demand for the company's products,
competitive pressures and future economic conditions.  These factors are
discussed in the company's 1997 Annual Report on Form 10-K and other
Securities and Exchange Commission filings.