Exhibit 3(ii)
 BYLAWS
OF
COOPER TIRE & RUBBER COMPANY
  PageARTICLE I
    
    OFFICES
    
    
    1Section 1.
    
    Registered Office and Agent
    
    
    1Section 2.
    
    Principal Office
    
    
    1ARTICLE II
    
    STOCKHOLDERS MEETINGS
    
    
    1Section 1.
    
    Place of Meeting
    
    
    1Section 2.
    
    Action by Stockholders
    
    
    1Section 3.
    
    Annual Meeting; Notice
    
    
    1Section 4.
    
    Quorum; Adjournment
    
    
    1Section 5.
    
    Vote  Majority, Other
    
    
    2Section 6.
    
    Vote  Proxies, Qualification
    
    
    2Section 7.
    
    Stock Ledger
    
    
    2Section 8.
    
    Special Meetings
    
    
    2Section 9.
    
    Special Meetings  Business
    
    
    2Section 10.
    
    Special Meetings  Notice
    
    
    2Section 11.
    
    Inspectors of Election
    
    
    3Section 12.
    
    Order of Business
    
    
    3ARTICLE III
    
    DIRECTORS
    
    
    4Section 1.
    
    Authority; Number; Election; Terms
    
    
    4Section 2.
    
    Meetings  Location
    
    
    5Section 3.
    
    Vacancies
    
    
    5Section 4.
    
    Removal
    
    
    5Section 5.
    
    Committees  Composition, Powers
    
    
    5Section 6.
    
    Committees  Reports
    
    
    6Section 7.
    
    Compensation
    
    
    6Section 8.
    
    Regular Meetings
    
    
    6Section 9.
    
    Special Meetings
    
    
    6Section 10.
    
    Quorum
    
    
    6Section 11.
    
    Action by Written Consent
    
    
    6Section 12.
    
    Nominations of Directors; Election
    
    
    6Section 13.
    
    Required Vote for Directors
    
    
    9Section 14.
    
    Participation in Meetings by Remote Communications
    
    
    9Section 15.
    
    Resignation
    
    
    9Section 16.
    
    Rules
    
    
    9ARTICLE IV
    
    NOTICES
    
    
    10Section 1.
    
    Notice
    
    
    10Section 2.
    
    Waiver of Notice
    
    
    10ARTICLE V
    
    OFFICERS
    
    
    10Section 1.
    
    Election; General Provisions
    
    
    10Section 2.
    
    Time of Election; Board Membership
    
    
    10Section 3.
    
    Appointment
    
    
    10Section 4.
    
    Compensation
    
    
    10Section 5.
    
    Term of Office; Removal; Vacancies
    
    
    10Section 6.
    
    Chief Executive Officer
    
    
    11




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PageSection 7.
    
    Chairman of the Board
    
    
    11Section 9.
    
    Executive Vice Presidents
    
    
    11Section 10.
    
    Vice Presidents
    
    
    11Section 11.
    
    Assistant Vice Presidents
    
    
    11Section 12.
    
    Secretary
    
    
    11Section 13.
    
    Assistant Secretaries
    
    
    11Section 14.
    
    Treasurer
    
    
    12Section 15.
    
    Assistant Treasurers
    
    
    12Section 16.
    
    General Counsel
    
    
    12Section 17.
    
    Assistant General Counsels
    
    
    12Section 18.
    
    Controller
    
    
    12Section 19.
    
    Assistant Controllers
    
    
    12ARTICLE VI
    
    DUTIES OF OFFICERS MAY BE DELEGATED
    
    
    12ARTICLE VII
    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
    
    12Section 1.
    
    Right to Indemnification
    
    
    12Section 2.
    
    Right to Advancement of Expenses
    
    
    13Section 3.
    
    Right to Bring Suit
    
    
    13Section 4.
    
    Non-Exclusivity of Rights
    
    
    14Section 5.
    
    Insurance
    
    
    14Section 6.
    
    Indemnification of Employees and Agents of the Corporation
    
    
    14ARTICLE VIII
    
    CERTIFICATES OF STOCK
    
    
    14Section 1.
    
    Form of Certificate; Signatures
    
    
    14Section 2.
    
    Facsimile Signatures
    
    
    14Section 3.
    
    Transfer of Stock
    
    
    14Section 4.
    
    Record Date
    
    
    15Section 5.
    
    Registered Stockholders
    
    
    15Section 6.
    
    Lost, Stolen or Destroyed Certificates
    
    
    15Section 7.
    
    Transfer Agents and Registrars
    
    
    15ARTICLE IX
    
    GENERAL PROVISIONS
    
    
    15Section 1.
    
    Dividends
    
    
    15Section 2.
    
    Dividends Reserves
    
    
    15Section 3.
    
    Checks
    
    
    15Section 4.
    
    Fiscal Year
    
    
    15Section 5.
    
    Annual Statement
    
    
    15Section 6.
    
    Seal
    
    
    15Section 7.
    
    Reliance Upon Books, Reports and Records
    
    
    16ARTICLE X
    
    ADJUSTMENTS
    
    
    16




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STOCKHOLDERS MEETINGS
 Place of Meeting
 Action by Stockholders
 Annual Meeting; Notice provided
 Quorum; Adjournment
 1




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Vote  Majority, Other
 Vote  Proxies, Qualification
 Stock Ledger
 Special Meetings
 Special Meetings  Business
 Special Meetings  Notice
 Inspectors of Election
 2




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Order of Business
  provided however
 3




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DIRECTORS
 Authority; Number; Election; Terms
 4




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Meetings  Location
 Vacancies
 Removal
 Committees  Composition, Powers
  5




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Committees  Reports
 Compensation
 Regular Meetings
 Special Meetings
 Quorum
 Action by Written Consent
 Nominations of Directors; Election
 Annual Meetings
 6




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provided however
  Special Meetings
  7




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General
    (A)
    
    A Nominee Questionnaire means a written questionnaire with respect
to the background and qualification of such person and the background
of any other person or entity on whose behalf the nomination is being
made (in the form provided by the Secretary upon written request).(B)
    
    A Nominee Representation and Agreement means a written
representation and agreement (in the form provided by the Secretary
upon written request) that such person (1) is not and will not become
a party to (a) any agreement, arrangement or understanding with, and
has not given any commitment or assurance to, any person or entity as
to how such person, if elected as a director of the Corporation, will
act or vote on any issue or question (a Voting Commitment) that has
not been disclosed to the Corporation or (b) any Voting Commitment
that could limit or interfere with such persons ability to comply, if
elected as a director of the Corporation, with such persons fiduciary
duties under applicable law, (2) is not and will not become a party to
any agreement, arrangement or understanding with any person or entity
other than the Corporation with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with
service or action as a director that has not been disclosed therein,
(3) beneficially owns, or agrees to purchase within two years if
elected as a director of the Corporation, not less than 8,000 common
shares of the Corporation (Qualifying Shares) (subject to adjustment
for any stock splits or stock dividends occurring after date of such
representation or agreement), will not dispose of such minimum number
of shares so long as he or she is a director, and has disclosed
therein whether all or any portion of the Qualifying Shares were
purchased with any financial assistance provided by any other person
and whether any other person has any interest in the Qualifying
Shares, and (4) in such persons individual capacity and on behalf of
any person or entity on whose behalf the nomination is being made,
would be in compliance, if elected as a director of the Corporation,
and will comply with the provisions of these Bylaws and all applicable
publicly disclosed corporate governance, conflict of interest,
confidentiality and stock ownership and trading policies and
guidelines of the Corporation.
 Required Vote for Directors
 8




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Participation in Meetings by Remote Communications
 Resignation
 Rules
 9




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NOTICES
 Notice
 Waiver of Notice
  OFFICERS
 Election; General Provisions
 Time of Election; Board Membership
 Appointment
 Compensation
 Term of Office; Removal; Vacancies
 10




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Chief Executive Officer
 Chairman of the Board
 President
 Executive Vice Presidents
 Vice Presidents
 Assistant Vice Presidents
 Secretary
 Assistant Secretaries
 11




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Treasurer
 Assistant Treasurers
 General Counsel
 Assistant General Counsels
 Controller
 Assistant Controllers
  DUTIES OF OFFICERS MAY BE DELEGATED
   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 Right to Indemnification
 12




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provided however
 Right to Advancement of Expenses provided however
 Right to Bring Suit
 13




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Non-Exclusivity of Rights
 Insurance
 Indemnification of Employees and Agents of the Corporation
  CERTIFICATES OF STOCK
 Form of Certificate; Signatures provided
 Facsimile Signatures
 Transfer of Stock
 14




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Record Date provided however
 Registered Stockholders
 Lost, Stolen or Destroyed Certificates
 Transfer Agents and Registrars
  GENERAL PROVISIONS
 Dividends
 Dividend Reserves
 Checks
 Fiscal Year
 Annual Statement
 Seal
 15




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Reliance Upon Books, Reports and Records
  AMENDMENTS
  16