<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

                         Commission file number 1-1175

                            Cooper Industries, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

               Ohio                                 31-4156620
   (State or Other Jurisdiction of               (I.R.S. Employer
    Incorporation or Organization)             Identification Number)

 600 Travis, Suite 5800, Houston, Texas               77002
(Address of Principal Executive Offices)            (Zip Code)


                                  713/209-8400
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
         Title of Each Class                         on Which Registered
         -------------------                        ---------------------

  Common Stock, $5 par value                        The New York Stock Exchange
                                                    The Pacific Stock Exchange

  6.0% Exchangeable Notes due
    January 1, 1999                                 The New York Stock Exchange

  7.05% Convertible Subordinated
    Debentures due 2015                             The New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:        None

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such
<PAGE>   2
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes  X    No
    ----     ----

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate value of the registrant's voting stock held by
non-affiliates of the registrant as of March 3, 1997 was $4,929,148,941.

        Number of shares outstanding of registrant's Common Stock as of

                         March 3, 1997 - 112,252,196

                      DOCUMENTS INCORPORATED BY REFERENCE

Cooper Industries, Inc. Proxy Statement for the Annual Meeting of Shareholders
to be held on April 29, 1997 (Part I - Item 1, Part II - Items 6, 7 and 8, Part
III - Items 10, 11 and 12 and Part IV - Item 14(a)(1))

                                     -2-
<PAGE>   3
                                     PART I


ITEM 1. BUSINESS; ITEM 2. PROPERTIES


                                    GENERAL

         The terms "Cooper" or "Company" refer to the registrant, Cooper
Industries, Inc.  Cooper was incorporated under the laws of the State of Ohio
on January 8, 1919.

         The Company's businesses operate in three business segments:
Electrical Products, Tools & Hardware and Automotive Products.

         Cooper manufactures, markets and sells its products and provides
services throughout the world. Cooper has manufacturing facilities in 20
countries and currently employs approximately 42,000 people.  On December 31,
1996, the plants and other facilities used by Cooper throughout the world
contained an aggregate of approximately 31,473,000 square feet of space, of
which approximately 80 percent was owned and 20 percent was leased.  The charts
on the next page show the number of employees, square footage of facilities
owned and leased and location of manufacturing facilities for each industry
segment. Cooper believes its facilities are adequate and suitable for its
current and anticipated level of operations.  Certain equipment and production
facilities have been financed by industrial revenue or pollution control bonds
issued by local government authorities and are subject to security arrangements
customary in such financings.





                                      -3-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                     Square Footage of
                                          Number and Nature of Facilities                          Plants and Facilities
                                          -------------------------------                          ---------------------
                       Number of
 Segment               Employees     Manufacturing    Warehouse      Sales         Other          Owned             Leased
---------              ---------     -------------    ---------      -----         -----          -----             ------
 <S>                    <C>               <C>             <C>        <C>            <C>         <C>                <C>
 Electrical             17,200             46              8          86              3           9,241,000         1,357,000
 Products

 Tools & Hardware        9,500             38             19           9              2           7,692,000           969,000

 Automotive             15,400             51             16          19             14           8,298,000         3,768,000
 Products

 Other                     300             -              -           -               1                 -             148,000
                        ------           ----            ---        ----            ---          ----------         ---------
 Total                  42,400            135             43         114             20          25,231,000         6,242,000
</TABLE>



<TABLE>
<CAPTION>
                                                        Manufacturing Plant Locations
                                                        -----------------------------
                                                                                       Europe
                           United                              South       United      (Other
 Segment                   States     Canada      Mexico     America      Kingdom     Than UK)       Australia        Other
 -------                   ------     ------      ------     -------      -------     --------       ---------        -----
 <S>                          <C>        <C>        <C>           <C>          <C>         <C>           <C>            <C>
 Electrical Products          29          1          6            1            3           4             1              1

 Tools & Hardware             23          1          2            2            1           7             2              0

 Automotive Products          34          2          2            1            1           5             1              5
                             ---        ---         ---         ---          ---         ---           ---             ---
 Total                        86          4         10            4            5          16             4              6
</TABLE>





                                      -4-
<PAGE>   5
     Operations in the United States are conducted by unincorporated divisions
and subsidiaries of the Company, organized by the three business segments.
Activities outside the United States contribute significantly to the revenues
and operating earnings of all segments of Cooper.  These activities are
conducted in major commercial countries by wholly-owned subsidiaries and
jointly-owned companies, the management of which is structured through the
Company's three business segments.  As a result of these international
operations, sales and distribution networks are maintained throughout most of
the industrialized world.  Cooper believes that generally there are no
substantial differences in the business risks associated with these
international operations compared with domestic activities, although Cooper is
subject to certain political and economic uncertainties encountered in
activities outside the United States, including trade barriers, restrictions on
foreign exchange and currency fluctuations.  As the U.S. dollar strengthens
against foreign currencies at a rate greater than inflation in those countries,
the Company may experience lower segment revenues and operating earnings.  The
four countries in which the Company generates the most international revenues
are Canada, Germany, Italy and the United Kingdom.  The Company has leveraged
its operations to reduce the impact of currency fluctuations on net income to
the extent practicable.  The Company has several joint ventures with operations
in China.  Investments in China are subject to greater risks related to
economic and political uncertainties as compared to most countries where the
Company has operations.  Exhibit 21.0 contains a list of Cooper's subsidiaries.

     Data with respect to Cooper's industry segments, domestic and
international operations and export sales are contained in Note 15 of the Notes
to Consolidated Financial Statements, incorporated herein by reference to pages
A-30 through A-32 of Appendix A to the Cooper Proxy Statement for the 1997
Annual Meeting of Shareholders.  A discussion of acquisitions and divestitures
is included in Notes 3, 7, 18 and 19 of the Notes to Consolidated Financial
Statements, incorporated herein by reference to pages A-17 through A-18, A-20
through A-22, and A-34 through A-35 of Appendix A to the Cooper Proxy Statement
for the 1997 Annual Meeting of Shareholders.

     With its three business segments, Cooper serves four major markets:
industrial, construction, electrical power distribution and automotive.
Markets for Cooper's products and services are worldwide, though the United
States is the largest market.  Within the United States, there is no material
geographic concentration by state or region.  Most operating units experience
significant competition from both larger and smaller companies with the key
competitive factors being price, quality, brand name and availability.  Cooper
believes that it is among the leading manufacturers in the world of electrical
distribution equipment; hazardous duty electrical equipment; lighting fixtures
and fuses; nonpower hand tools; industrial power tools; chain products; drapery
hardware and window coverings; automotive and heavy-duty brake products;
automotive lamps, wire sets, spark plugs, wiper blades, steering, suspension,
driveline and temperature control products; and aviation ignition components.

     Cooper's research and development activities are for purposes of improving
existing products and services and originating new products.  During 1996,
approximately $57.3 million was spent for research and development activities
as compared with approximately $46.2 million in 1995 and $36.6 million in 1994.
Cooper obtains and holds patents on products and designs in the United States
and many foreign countries where operations are conducted.  Although in the
aggregate Cooper's patents are important in the operation of its businesses,
the loss by expiration or otherwise of any one patent or group of patents would
not materially affect its business.





                                      -5-
<PAGE>   6
     Cooper does not presently anticipate that compliance with currently
applicable environmental regulations and controls will significantly change its
competitive position, capital spending or earnings during 1997.  Cooper has
been a party to administrative and legal proceedings with governmental agencies
that have arisen under statutory provisions regulating the discharge or
potential discharge of material into the environment.  Orders and decrees
consented to by Cooper have contained agreed-upon timetables for fulfilling
reporting or remediation obligations or maintaining specified air and water
discharge levels in connection with permits for the operations of various
plants.  Cooper believes it is in compliance with the orders and decrees and
such compliance is not material to the business or financial condition of
Cooper.  For additional information concerning the Company's accruals for
environmental liabilities, see Note 7 of the Notes to Consolidated Financial
Statements, incorporated herein by reference to pages A-20 through A-22 of
Appendix A to the Cooper Proxy Statement for the 1997 Annual Meeting of
Shareholders.

     Approximately 59 percent of the United States hourly production work force
of Cooper is employed in 81 manufacturing facilities, distribution centers and
warehouses not covered by labor agreements.  Numerous agreements covering
approximately 41 percent of the hourly production employees exist with 32
bargaining units at 33 operations in the United States and with various unions
at 46 international operations.  During 1996, new agreements were concluded
covering hourly production employees at 10 operations in the United States.
Cooper considers its employee relations to be excellent.

     Sales backlog at December 31, 1996 was approximately $505 million (all of
which is for delivery during 1997) compared with backlog of approximately $442
million at December 31, 1995.

     The following describes the business conducted by each of the Company's
business segments.  Additional information regarding the products, markets and
distribution methods for each segment is set forth on the table at the end of
this Item.  Information concerning market conditions, as well as information
concerning revenues and operating earnings for each segment is incorporated
herein by reference to pages A-1 through A-9 of Appendix A to the Cooper Proxy
Statement for the 1997 Annual Meeting of Shareholders.

                              Electrical Products

     The Electrical Products segment manufactures, markets and sells electrical
and circuit protection products, including fittings, enclosures, plugs,
receptacles, lighting fixtures and fuses, for use in residential, commercial
and industrial construction, maintenance and repair applications.  The segment
also manufactures, markets and sells products for use by utilities and in
industry for electrical power transmission and distribution, including
distribution switchgear, transformers, transformer terminations and
accessories, capacitors, voltage regulators, surge arrestors, pole-line
hardware and other related power systems components.

     The principal raw material requirements include copper, tin, lead,
plastics, insulating materials, pig iron, aluminum ingots, steel, aluminum and
brass.  These raw materials are available from and supplied by numerous sources
located in the United States and abroad.

     Demand for Electrical Products follows general economic conditions and is
generally sensitive to activity in the construction market, industrial
production levels and spending by utilities for replacements,





                                      -6-
<PAGE>   7
expansions and efficiency improvements.  The segment's product lines are
marketed directly to original equipment manufacturers and utilities and through
major distributor chains and thousands of independent distributors to a variety
of end users.

                                Tools & Hardware

     The Tools & Hardware segment manufactures, markets and sells hand tools
and chain and clamp products for industrial, construction and consumer markets;
air-powered and electric tools for general industry, primarily automotive and
aerospace manufacturers; and drapery hardware and custom window coverings for
residential and commercial window treatments markets.

     The principal raw material requirements include rolled coiled steel, wood,
plastic pellets, flat and bar stock steel, brass, copper, tin plate,
fiberglass, greige goods, aluminum, iron castings and plastic sheet.  These
materials are available from and supplied by numerous sources in the United
States and abroad.

     Demand for nonpowered hand tools, chain and clamp products and industrial
power tools is driven by employment levels and industrial activity in major
industrial countries.  In addition, demand for industrial power tools is
influenced by automotive and aerospace production.  Demand for drapery hardware
and window coverings is influenced by housing starts, turnover of existing
housing units and consumer disposable income.  The segment's products are sold
by a company salesforce, independent distributors and retailers.

     In January 1997, the Company signed a letter of intent to sell the Kirsch
operations of its Tools & Hardware segment to Newell Co.  Completion of the
sale is subject to signing a definitive agreement, government antitrust
clearance and certain other conditions.

                              Automotive Products

     The Automotive Products segment manufactures, markets and sells automotive
and heavy-duty brakes, automotive lights, wire and cable, spark plugs, glow
plugs, windshield wipers, steering, suspension, driveline and temperature
control products and other products for the automotive aftermarket; brake
products, lights, spark plugs, glow plugs, ignition coils and windshield wipers
for original equipment manufacturers; and aviation ignition components.

     The principal raw material requirements include steel, iron, nickel,
glass, steel wool, fiberglass, carbon, aluminum, aluminum oxide, zinc, copper,
rubber, plastic and chemicals.  The materials are available from and supplied
by numerous sources in the United States and abroad.

     Demand for automotive aftermarket products is driven by the age and number
of vehicles on the road and the number of vehicle miles driven.  Weather
conditions may affect consumer demand on a year-to-year basis for certain
replacement parts such as wiper blades and temperature control products.
Demand for automotive products sold to original equipment manufacturers is
driven by the number of vehicles produced.  The segment's products are sold
through distributors and wholesalers to aftermarket outlets and directly to
original equipment manufacturers, retailers, mass merchandisers and national
repair shop networks.





                                      -7-
<PAGE>   8

             Products, Markets and Distribution Methods by Segment

<TABLE>
<CAPTION>
      ELECTRICAL PRODUCTS                  TOOLS & HARDWARE                 AUTOMOTIVE PRODUCTS

MAJOR PRODUCTS AND BRANDS         MAJOR PRODUCTS AND BRANDS           MAJOR PRODUCTS AND BRANDS
<S>                               <C>                                 <C>
ARROW HART wiring devices.        APEX screwdriver bits, impact       ABEX, LEE, GIBSON and WAGNER
                                  sockets and universal joints.       brake components, including
                                                                      friction material, hydraulics,
                                                                      drums, rotors and hardware.

BUSS and EDISON fuses and fuse    BUCKEYE, DGD, DOLER, DOTCO and      ACI electric motors.
accessories.                      GARDNER-DENVER power tools and
                                  assembly systems.

CROUSE-HINDS and CEAG             CAMPBELL chain and fittings.        ANCO and CHAMPION windshield
explosion-proof and                                                   wiper products.
nonexplosion-proof fittings,
enclosures, industrial
lighting, and plugs and
receptacles.

CROUSE-HINDS, CEAG, LUMARK,       CRESCENT, DIAMOND and UTICA         BELDEN and POWER PATH
and MCGRAW-EDISON indoor and      pliers and wrenches.                automotive wire and cable.
outdoor lighting fixtures.

FAIL-SAFE vandal-resistant        DIAMOND farrier tools and           CHAMPION spark plugs and
lighting fixtures.                horseshoes.                         igniters.

HALO recessed and track           EREM precision cutters and          EVERCO and MURRAY heating and
lighting fixtures.                tweezers.                           air conditioning products.

KYLE distribution switchgear.     KIRSCH drapery hardware and         GENERAL DRIVESHAFT driveline
                                  custom window coverings.            products.

MCGRAW-EDISON distribution        LUFKIN measuring tapes.             MOOG steering and suspension
transformers, capacitors,                                             components.
voltage regulators, surge
arresters, pole-line hardware
and related products.

METALUX fluorescent lighting      MASTER POWER and STUHR pneumatic    PRECISION universal joints.
fixtures.                         tools.

MYERS electrical hubs.            NICHOLSON files and saws.           WAGNER, ZANXX and BLAZER
                                                                      lighting products.

RTE power and distribution        PLUMB hammers.
transformers, transformer
terminations and accessories.
                                  WELLER soldering equipment and
                                  torches.

                                  WISS and H.K. PORTER cutting
                                  products.

                                  XCELITE screwdrivers and
                                  nutdrivers.
</TABLE>




                                      -8-
<PAGE>   9

        Products, Markets and Distribution Methods by Segment (Cont'd.)


<TABLE>
<CAPTION>
      ELECTRICAL PRODUCTS                 TOOLS AND HARDWARE                AUTOMOTIVE PRODUCTS

MAJOR MARKETS                     MAJOR MARKETS                       MAJOR MARKETS
<S>                               <C>                                 <C>
Primary and secondary             Industrial production and plant     Automotive and heavy-duty
electrical power transmission     maintenance; industrial,            vehicle maintenance and
and distribution; and             commercial and residential          repair; automotive and heavy-
residential, commercial and       construction; professional          duty vehicle original
industrial construction.          trades; and home improvement.       equipment manufacture;
                                                                      industrial; and aviation.

PRINCIPAL DISTRIBUTION METHODS    PRINCIPAL DISTRIBUTION METHODS      PRINCIPAL DISTRIBUTION METHODS

Through distributors for use      Through distributors and agents     Replacement parts -- to
in general construction, plant    to general industry, particularly   professional service
maintenance, utilities,           automotive, appliance and           technicians and repair garages
process and energy                aircraft maintenance; through       through warehouse distributors
applications, shopping            distributors and wholesalers to     and jobbers; to do-it-yourself
centers, parking lots, sports     hardware stores, home centers,      customers through warehouse
facilities, and data              lumberyards, department stores      distributors and jobbers,
processing and                    and mass merchandisers; and         retailers and mass
telecommunications systems;       direct to original equipment        merchandisers; and to national
through distributors and          manufacturers, home centers,        repair shop networks.
direct to manufacturers for       specialty stores, department        Original equipment parts -- to
use in electronic equipment       stores, mass merchandisers and      original equipment
for consumer, industrial,         hardware outlets.                   manufacturers and through
government and military                                               their respective service
applications; and direct to                                           networks.
original equipment
manufacturers of appliances,
tools, machinery and
electronic equipment.
</TABLE>



Brand names that appear in bold type are registered trademarks of Cooper
Industries, Inc., except DGD, Erem, Fail-Safe, General Driveshaft, Lee and
McGraw-Edison, which are unregistered trademarks.  Belden is a registered
trademark of Belden Wire & Cable Company, and Gardner-Denver is a registered
trademark of Gardner Denver Machinery Inc.  Both trademarks are used by Cooper
Industries under license.





                                      -9-
<PAGE>   10
ITEM 3.  LEGAL PROCEEDINGS

     As previously reported, the Company, and certain of its current and former
officers and directors, were named in a consolidated class action lawsuit,
brought in the United States District Court for the Southern District of Texas,
Houston Division, on behalf of all persons who purchased Cooper Common Stock
during the period from February 1, 1993 through January 25, 1994.  The case,
which was filed on January 26, 1994, was docketed in the court as Civil Action
No.  H-94-0280, and was entitled PHILLIP FRANK AND PATRICIA RANKIN, ET AL V.
COOPER INDUSTRIES, INC., ET AL.  The consolidated complaint alleged that the
defendants, through certain public statements, misled investors respecting (i)
deterioration in certain of the Company's markets and the demand for some of
its products, and (ii) the Company's anticipated performance in 1994.  The key
allegation in the consolidated complaint related to the Company's public
announcement in early 1994 that the deterioration in oil, gas and other energy
related markets could cause the Company's share earnings to decrease by as much
as 25 percent in 1994.

     The case was scheduled for trial during the December 1996 trial term.  In
November 1996, the Company agreed to settle the lawsuit with the payment of
$6.85 million to a settlement fund.  The settlement had no impact on the
financial results of the Company for 1996.  The settlement agreement received
final approval from the Court on March 4, 1997.

     The Company denied the material allegations of the consolidated complaint
and admitted no liability in the settlement, but agreed to the settlement to
avoid the expense and distraction of further legal proceedings.  The settlement
resulted in a release of all claims against the Company and the named
individuals.

     The Company is subject to various other suits, legal proceedings and
claims that arise in the normal course of business.  While it is not feasible
to predict the outcome of these matters with certainty, management is of the
opinion that their ultimate disposition should not have a material adverse
effect on the Company's financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of the shareholders.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock (symbol - CBE) is listed on the New York Stock
Exchange and the Pacific Stock Exchange.  Options for the Company's Common
Stock are listed on the American Stock Exchange.


     As of March 3, 1997 there were 31,700 record holders of the Company's
Common Stock.





                                      -10-
<PAGE>   11
     The high and low quarterly sales price for the past two years of the
Company's Common Stock, as reported by Dow Jones & Company, Inc., are as
follows:



<TABLE>
<CAPTION>
                                                                Quarter
                                 -----------------   -----------------   -----------------   -----------------
                                         1                   2                   3                   4
                                 -----------------   -----------------   -----------------   -----------------
<S>                 <C>               <C>                 <C>                 <C>                 <C>
1996                High              $39.875             $44.625             $43.375             $44.125

                    Low                34.125              37.625              36.125              38.375

1995                High               39.875              40.375              40.50               37.625

                    Low                34.00               36.250              33.875              32.875
</TABLE>


Annual cash dividends declared on the Company's Common Stock during 1996 and
1995 were $1.32 a share ($.33 a quarter).  On February 12, 1997, the Board of
Directors declared a quarterly dividend of $.33 a share, which will be paid
April 1, 1997 to shareholders of record on March 3, 1997.





                                      -11-
<PAGE>   12
ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data for Cooper
for each of the five years in the period ended December 31, 1996.  The selected
historical financial information shown below has been derived from Cooper's
audited consolidated financial statements.  This information should be read in
conjunction with Cooper's consolidated financial statements and notes thereto
incorporated herein by reference to pages A-12 through A-37 of Appendix A to
the Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.


<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                     ----------------------------------------------------------------
                                                     1996(1)(2)(3)   1995(1)(2)       1994(1)   1993(1)      1992(1)
                                                       ---------      ---------    --------     --------    ---------
                                                                     (in millions, except per share data)
<S>                                                  <C>             <C>           <C>          <C>         <C>
INCOME STATEMENT DATA:
  Revenues                                             $ 5,283.7      $4,810 .9    $4,512.5     $4,725.5    $ 4,421.2
                                                       ---------      ---------    --------     --------    ---------

Income from continuing operations before
    cumulative effect of changes in
    accounting principles                                  315.4         280 .6       292.8        299.0        239.6
Income from discontinued operations,
    net of taxes                                             -             -             .3         68.1        121.7
Charge for discontinued operations                           -           (186.6)     (313.0)         -            -
Cumulative effect on prior years of
    changes in accounting principles                         -             -           -             -         (590.0)
                                                       ---------      ---------    --------     --------    ---------

        Net income (loss)                              $   315.4      $   94 .0    $  (19.9)    $  367.1    $  (228.7)
                                                       =========      =========    ========     ========    =========

PER COMMON SHARE DATA:
  Primary -
    Income from continuing operations before
      cumulative effect of changes in accounting
      principles                                       $    2.93          $2.51       $2.10        $2.15        $1.64

    Income (loss) from discontinued operations               -            (1.67)      (2.74)         .60         1.07

    Cumulative effect on prior years of changes
      in accounting principles                               -             -            -            -          (5.19)
                                                       ---------      ---------    --------     --------    ---------

        Net income (loss)                              $    2.93      $     .84    $   (.64)    $   2.75    $   (2.48)
                                                       =========      =========    ========     ========    =========


  Fully Diluted -
    Income from continuing operations before
      cumulative effect of changes in
      accounting principles                            $    2.77      $    2.41    $   2.10     $   2.15    $    1.64
                                                       =========      =========    ========     ========    =========

    Net income (loss)                                  $    2.77      $     .84    $   (.64)    $   2.75    $   (2.48)
                                                       =========      =========    ========     ========    =========

 BALANCE SHEET DATA (at the end of period):
  Total assets                                         $ 5,950.4      $6,063 .9    $6,400.7     $6,361.7    $ 6,551.4
  Long-term debt                                         1,737.7       1,865 .3     1,361.9        883.4      1,369.8
  Shareholders' equity                                   1,890.2       1,716 .4     2,741.1      3,009.6      2,862.6


CASH DIVIDENDS PER COMMON SHARE:                       $    1.32      $    1.32    $   1.32     $   1.32    $    1.24
</TABLE>
________________

      (1)   Includes the results of Moog Automotive Group, Inc., which was
            acquired effective October 1, 1992 from IFINT S.A.  This
            transaction was accounted for as a purchase.

                                                 [footnotes continued next page]





                                      -12-
<PAGE>   13



      (2)   Includes the results of Abex Friction Products, which was acquired
            effective December 30, 1994 from Abex, Inc.  This transaction was
            accounted for as a purchase.

      (3)   Includes the results of CEAG Sicherheitstechnik, which was acquired
            effective December 31, 1995 from Asea Brown Boveri AG.  This
            transaction was accounted for as a purchase.
___________________

      In the first quarter of 1992, Cooper adopted the following accounting
standards:  SFAS No. 106 (Employers' Accounting for Postretirement Benefits
Other Than Pensions); SFAS No. 109 (Accounting for Income Taxes); and SFAS No.
112 (Employers' Accounting for Postemployment Benefits).  For additional
information concerning the year-to-year comparability of the financial
information set forth in the preceding table, see (i) Notes 1, 2, 3, 8, 9 and
19 of the Notes to Consolidated Financial Statements and (ii) Management's
Discussion and Analysis of Financial Condition and Results of Operations,
incorporated herein by reference to pages A-16 through A-18, A-22 through A-24,
A-34 through A-35 and A-1 through A-9 of Appendix A to the Cooper Proxy
Statement for the 1997 Annual Meeting of Shareholders.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

      Incorporated by reference to pages A-1 through A-9 of Appendix A to the
Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Incorporated by reference to pages A-10 through A-37 of Appendix A to the
Cooper Proxy Statement for the 1997 Annual Meeting of Shareholders.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

      Not applicable.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Incorporated by reference to pages 3 through 8 of the Cooper Proxy
Statement for the 1997 Annual Meeting of Shareholders.

ITEM 11.  EXECUTIVE COMPENSATION

      Incorporated by reference to pages 11 through 20 of the Cooper Proxy
Statement for the 1997 Annual Meeting of Shareholders.





                                      -13-
<PAGE>   14

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Incorporated by reference to pages 2 and 9 of the Cooper Proxy Statement
for the 1997 Annual Meeting of Shareholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Not applicable.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   1.    Financial Statements and Other Financial Data (incorporated by
            reference to the pages shown below in Appendix A to the Cooper
            Proxy Statement for the 1997 Annual Meeting of Shareholders).
<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------
            <S>                                                                                   <C>
            Report of Management  . . . . . . . . . . . . . . . . . . . . . . .                    A-10

            Report of Independent Auditors  . . . . . . . . . . . . . . . . .                      A-11

            Cooper Industries, Inc. and Subsidiaries:

                     Consolidated Statements of Operations
                     for each of the three years in the period ended
                     December 31, 1996  . . . . . . . . . . . . . . . . . . . .                    A-12

                     Consolidated Balance Sheets as of
                     December 31, 1996 and 1995   . . . . . . . . . . . . . . .                    A-13

                     Consolidated Statements of Cash Flows for each
                     of  the three years in the period ended
                     December 31, 1996  . . . . . . . . . . . . . . . . . . . .                    A-14

                     Consolidated Statements of Shareholders' Equity
                     for each of the three years in the period ended
                     December 31, 1996  . . . . . . . . . . . . . . . . . . . .                    A-15

                     Notes to Consolidated Financial Statements   . . . . . . .                    A-16
                                                                                                  through
                                                                                                   A-37
</TABLE>


            Financial information with respect to subsidiaries not consolidated
            and 50 percent or less owned persons accounted for by the equity
            method has not been included since in the aggregate such
            subsidiaries and investments do not constitute a significant
            subsidiary.





                                      -14-
<PAGE>   15

      2.    Financial Statement Schedules

            Financial statement schedules are not included in this Form 10-K
            Annual Report because they are not applicable or the required
            information is shown in the financial statements or notes thereto.

      3.    Exhibits

            3.1      Twenty-Sixth Amended Articles of Incorporation of Cooper
                     Industries, Inc. (incorporated herein by reference to
                     Exhibit 3.1 of the Company's Form 10-Q for the quarter
                     ended September 30, 1996).

            3.2      Code of Regulations (By-Laws), as amended, of Cooper
                     Industries, Inc. (incorporated herein by reference to
                     Exhibit 3.2 of the Company's Form 10-K for the year ended
                     December 31, 1992).

            4.1      Form of Indenture between Cooper Industries, Inc. and The
                     First National Bank of Chicago, as Trustee, relating to
                     the 7.05% Convertible Subordinated Debentures due 2015
                     (incorporated herein by reference to Exhibit 4.2 to
                     Registration Statement No. 33-31941).

           10.1      1989 Director Stock Option Plan (incorporated herein by
                     reference to Exhibit 28.1 to Registration Statement No.
                     2-33-29302).

           10.2      Cooper Industries, Inc. Directors Deferred Compensation
                     Plan (incorporated herein by reference to Exhibit 10.2 of
                     the Company's Form 10-K for the year ended December 31,
                     1992).

           10.3      Cooper Industries, Inc. Directors Retirement Plan
                     (incorporated herein by reference to Exhibit 10.3 of the
                     Company's Form 10-K for the year ended December 31, 1992).

           10.4      Cooper Industries, Inc. Executive Restricted Stock
                     Incentive Plan (incorporated herein by reference to
                     Exhibit 10.4 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.5      Cooper Industries, Inc. Supplemental Excess Defined
                     Benefit Plan (incorporated herein by reference to Exhibit
                     10.6 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.6      Cooper Industries, Inc. Supplemental Excess Defined
                     Contribution Plan (incorporated herein by reference to
                     Exhibit 10.7 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.7      Management Incentive Compensation Deferral Plan
                     (incorporated herein by reference to Exhibit 10.8 of the
                     Company's Form 10-K for the year ended December 31, 1992).





                                      -15-
<PAGE>   16

           10.8      Crouse-Hinds Company Officers' Disability and Supplemental
                     Pension Plan (incorporated herein by reference to Exhibit
                     10.9 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.9      Cooper Industries, Inc. Stock Incentive Plan (incorporated
                     herein by reference to Exhibit I to the Company's Proxy
                     Statement for the Annual Meeting of Shareholders held
                     April 30, 1996.)

           10.10     Form of Cooper Industries, Inc. Incentive Stock Option
                     Agreement (incorporated herein by reference to Exhibit
                     10.10 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.11     Form of Cooper Industries, Inc. Nonqualified Stock Option
                     Agreement (incorporated herein by reference to Exhibit
                     10.11 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.12     Form of Cooper Industries, Inc. Executive Stock Incentive
                     Agreement (incorporated herein by reference to Exhibit
                     10.12 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.13     Cooper Industries, Inc. Management Annual Incentive Plan
                     (incorporated herein by reference to Exhibit II to the
                     Company's Proxy Statement for the Annual Meeting of
                     Shareholders held April 30, 1996).

           10.14     Cooper Industries, Inc. Directors' Stock Plan
                     (incorporated herein by reference to Exhibit III to the
                     Company's Proxy Statement for the Annual Meeting of
                     Shareholders held April 30, 1996).

           12.0      Computation of Ratios of Earnings to Fixed Charges for the
                     Calendar years 1992 through 1996.

           13.0      Text of Appendix A to Cooper Industries, Inc. Proxy
                     Statement for the Annual Meeting of Shareholders to be
                     held April 29, 1997.

           21.0      List of Cooper Industries, Inc. Subsidiaries.

           23.0      Consent of Ernst & Young LLP.

           24.0      Powers of Attorney from members of the Board of Directors
                     of Cooper Industries, Inc.

           27.0      Financial Data Schedule.




                                      -16-

<PAGE>   17
           Cooper will furnish to the Commission supplementally upon request a
           copy of any instrument with respect to long-term debt of the
           Company.

           Copies of the above Exhibits are available to shareholders of record
           at a charge of $.25 per page, minimum order of $10.00.  Direct
           requests to:

                          Cooper Industries, Inc.
                          Attn:  Corporate Secretary
                          P.O. Box 4446
                          Houston, Texas  77210

(b)        Reports on Form 8-K.  During the last quarter of 1996, the Company
           filed a report on Form 8-K dated October 22, 1996, which included
           a copy of a press release containing the Company's financial results
           for the quarter ended September 30, 1996, as well as the Company's
           business outlook for 1996.





                                      -17-
<PAGE>   18
                                   SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                        COOPER INDUSTRIES, INC.


Date:      March 27, 1997               By  /s/ H. JOHN RILEY, JR.
      -----------------------              ---------------------------
                                          (H. John Riley, Jr., President
                                          and Chief Executive Officer)

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                                      Title                                      Date
    ---------                                      -----                                      ----
<S>                                          <C>                                      <C>
 /s/ H. JOHN RILEY, JR.                      President and Chief Executive            March 27, 1997
-------------------------------------        Officer (Principal Executive
(H. John Riley, Jr.)                         Officer) and Director


 /s/ D. BRADLEY MCWILLIAMS                   Senior Vice President, Finance           March 27, 1997
-------------------------------------        (Principal Financial Officer)
(D. Bradley McWilliams)

 /s/ TERRY A. KLEBE                          Vice President and Controller            March 27, 1997
-------------------------------------        (Principal Accounting Officer)
(Terry A. Klebe)

*HAROLD S. HOOK                               Director                                March 27, 1997
-------------------------------------
(Harold S. Hook)

*LINDA A. HILL                                Director                                March 27, 1997
-------------------------------------
(Linda A. Hill)

*CONSTANTINE S. NICANDROS                     Director                                March 27, 1997
-------------------------------------
(Constantine S. Nicandros)

*JOHN D. ONG                                 Director                                 March 27, 1997
-------------------------------------
(John D. Ong)

*SIR RALPH H. ROBINS                         Director                                 March 27, 1997
-------------------------------------
(Sir Ralph H. Robins)

* By  /s/ DIANE K. SCHUMACHER
     --------------------------------------
     (Diane K. Schumacher, as Attorney-In-Fact
        for each of the persons indicated)
</TABLE>





                                      -18-
<PAGE>   19
                            Cooper Industries, Inc.

                        1996 Annual Report on Form 10-K

                             Cross Reference Sheet

<TABLE>
<CAPTION>
                                                                                                         Page Reference
                                                                    Page Reference                      in Incorporated
 Item No. in Form 10-K                                              in 10-K                             Proxy Statement
 ---------------------                                              --------------                      ---------------
 <S>                 <C>                                            <C>                                <C>
 Item 1.             Business                                        3 through 9                         A-1 through A-9
                                                                                                        A-16 through A-18
                                                                                                        A-20 through A-22
                                                                                                        A-34 through A-35
                                                                                                        A-36 through A-37

 Item 2.             Properties                                      3 through 9                               -

 Item 3.             Legal Proceedings                               10                                        -

 Item 4.             Submission of Matters to a Vote of              10                                        -
                     Security Holders

 Item 5.             Market for Registrant's Common Equity and       10 through 11                             -
                     Related Stockholder Matters

 Item 6.             Selected Financial Data                         12 through 13                     A-10 through A-37

 Item 7.             Management's Discussion and Analysis of         13                                 A-1 through A-9
                     Financial Condition and Results of
                     Operations

 Item 8.             Financial Statements and Supplementary          13                                A-10 through A-37
                     Data

 Item 9.             Changes in and Disagreements with               13                                        -
                     Accountants on Accounting and Financial
                     Disclosure

 Item 10.            Directors and Executive Officers of the         13                                   3 through 8
                     Registrant

 Item 11.            Executive Compensation                          13                                  11 through 20

 Item 12.            Security Ownership of Certain Beneficial        14                                       2,9
                     Owners and Management

 Item 13.            Certain Relationships and Related               14                                        -
                     Transactions

 Item 14.            Exhibits, Financial Statement Schedules,        14 through  17                    A-10 through A-37
                     and Reports on Form 8-K
</TABLE>
<PAGE>   20
                               INDEX TO EXHIBITS

          Exhibit
          Number                            Description
          -------                           -----------

            3.1      Twenty-Sixth Amended Articles of Incorporation of Cooper
                     Industries, Inc. (incorporated herein by reference to
                     Exhibit 3.1 of the Company's Form 10-Q for the quarter
                     ended September 30, 1996).

            3.2      Code of Regulations (By-Laws), as amended, of Cooper
                     Industries, Inc. (incorporated herein by reference to
                     Exhibit 3.2 of the Company's Form 10-K for the year ended
                     December 31, 1992).

            4.1      Form of Indenture between Cooper Industries, Inc. and The
                     First National Bank of Chicago, as Trustee, relating to
                     the 7.05% Convertible Subordinated Debentures due 2015
                     (incorporated herein by reference to Exhibit 4.2 to
                     Registration Statement No. 33-31941).

           10.1      1989 Director Stock Option Plan (incorporated herein by
                     reference to Exhibit 28.1 to Registration Statement No.
                     2-33-29302).

           10.2      Cooper Industries, Inc. Directors Deferred Compensation
                     Plan (incorporated herein by reference to Exhibit 10.2 of
                     the Company's Form 10-K for the year ended December 31,
                     1992).

           10.3      Cooper Industries, Inc. Directors Retirement Plan
                     (incorporated herein by reference to Exhibit 10.3 of the
                     Company's Form 10-K for the year ended December 31, 1992).

           10.4      Cooper Industries, Inc. Executive Restricted Stock
                     Incentive Plan (incorporated herein by reference to
                     Exhibit 10.4 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.5      Cooper Industries, Inc. Supplemental Excess Defined
                     Benefit Plan (incorporated herein by reference to Exhibit
                     10.6 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.6      Cooper Industries, Inc. Supplemental Excess Defined
                     Contribution Plan (incorporated herein by reference to
                     Exhibit 10.7 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.7      Management Incentive Compensation Deferral Plan
                     (incorporated herein by reference to Exhibit 10.8 of the
                     Company's Form 10-K for the year ended December 31, 1992).




<PAGE>   21

           10.8      Crouse-Hinds Company Officers' Disability and Supplemental
                     Pension Plan (incorporated herein by reference to Exhibit
                     10.9 of the Company's Form 10-K for the year ended
                     December 31, 1992).

           10.9      Cooper Industries, Inc. Stock Incentive Plan (incorporated
                     herein by reference to Exhibit I to the Company's Proxy
                     Statement for the Annual Meeting of Shareholders held
                     April 30, 1996.)

           10.10     Form of Cooper Industries, Inc. Incentive Stock Option
                     Agreement (incorporated herein by reference to Exhibit
                     10.10 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.11     Form of Cooper Industries, Inc. Nonqualified Stock Option
                     Agreement (incorporated herein by reference to Exhibit
                     10.11 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.12     Form of Cooper Industries, Inc. Executive Stock Incentive
                     Agreement (incorporated herein by reference to Exhibit
                     10.12 of the Company's Form 10-K for the year ended
                     December 31, 1995).

           10.13     Cooper Industries, Inc. Management Annual Incentive Plan
                     (incorporated herein by reference to Exhibit II to the
                     Company's Proxy Statement for the Annual Meeting of
                     Shareholders held April 30, 1996).

           10.14     Cooper Industries, Inc. Directors' Stock Plan
                     (incorporated herein by reference to Exhibit III to the
                     Company's Proxy Statement for the Annual Meeting of
                     Shareholders held April 30, 1996).

           12.0      Computation of Ratios of Earnings to Fixed Charges for the
                     Calendar years 1992 through 1996.

           13.0      Text of Appendix A to Cooper Industries, Inc. Proxy
                     Statement for the Annual Meeting of Shareholders to be
                     held April 29, 1997.

           21.0      List of Cooper Industries, Inc. Subsidiaries.

           23.0      Consent of Ernst & Young LLP.

           24.0      Powers of Attorney from members of the Board of Directors
                     of Cooper Industries, Inc.

           27.0      Financial Data Schedule.