<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, 1998

                                       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:

<TABLE>
<CAPTION>

                                                   Name of Each Exchange
         Title of Each Class                        on Which Registered 
         -------------------                       ---------------------
<S>                                             <C>                                                          
Common Stock, $5 par value                      The New York Stock Exchange
                                                Pacific Exchange

Rights to Purchase Preferred Stock              The New York Stock Exchange
                                                Pacific Exchange
</TABLE>


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 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  [ ]
                  



<PAGE>   2



         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 1, 1999 was $4,061,138,074.

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

                           March 1, 1999 - 94,337,288


                       DOCUMENTS INCORPORATED BY REFERENCE

Cooper Industries, Inc. Proxy Statement for the Annual Meeting of Shareholders
to be held on April 27, 1999 (Part I - Item 1, Part II - Items 6, 7, 7A and 8,
Part III - Items 10, 11 and 12 and Part IV - Item 14(a)(1))







                             Continuation of Page 1
<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 continuing businesses operate in two business segments:
Electrical Products and Tools & Hardware. On October 9, 1998, the Company
divested its Automotive Products segment for proceeds of $1.9 billion. The
Automotive Products segment is reflected in the consolidated financial
statements incorporated by reference herein as a discontinued operation. The
discussion of the Company's business under Items 1 and 2 hereof includes only
the Company's continuing operations.

         Cooper manufactures, markets and sells its products and provides
services throughout the world. Cooper has manufacturing facilities in 19
countries and currently employs approximately 28,100 people. On December 31,
1998, the plants and other facilities used by Cooper throughout the world
contained an aggregate of approximately 18,070,000 square feet of space, of
which approximately 84 percent was owned and 16 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. During the fourth quarter of 1998, Cooper announced its plans to shut
down or downsize about a dozen facilities throughout Cooper's worldwide
operations. With these adjustments, Cooper believes its facilities will be
adequate and suitable for its anticipated level of operations. Certain equipment
and production facilities have been financed by industrial revenue bonds issued
by local government authorities and are subject to security arrangements
customary in such financings.







                                      -2-
<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         20,400              76            6          77            5            10,265,000          1,803,000
Products

Tools &             7,400              35            9          14            1             4,940,000            917,000
Hardware

Other                 300               -            -           -            1                     -            145,000


                   ------            ----         ----        ----         ----            ----------          ---------      
Total              28,100             111           15          91            7            15,205,000          2,865,000
</TABLE>




<TABLE>
<CAPTION>
                                                         Manufacturing Plant Locations
                                                         -----------------------------        
                                                                                             Europe
                          United                                    South       United       (Other                   Republic of
Segment                   States         Canada      Mexico        America      Kingdom     Than UK)     Australia       China
-------                   ------         ------      ------        -------      -------     --------     ---------    -----------
<S>                       <C>            <C>         <C>           <C>          <C>         <C>          <C>          <C>
Electrical                  37              2          8              3            11           12           2              1
Products

Tools &                     19              -          4              3             1            7           1              -
Hardware
                          ----           ----        ---           ----         -----       ------       -----        -------
Total                       56              2         12              6            12           19           3              1
</TABLE>





                                      -3-
<PAGE>   5




     Operations in the United States are conducted by unincorporated divisions
and wholly-owned subsidiaries of the Company, organized by the two business
segments. Activities outside the United States contribute significantly to the
revenues and operating earnings of both 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 two business segments. As a result of these international operations,
sales and distribution networks are maintained throughout most of the
industrialized world. Cooper generally believes that 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 five countries in which the
Company generates the most international revenues are Canada, Germany, France,
Mexico and the United Kingdom. The Company has several small 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-37 through A-40 of Appendix A to the Cooper Proxy Statement for the 1999
Annual Meeting of Shareholders. A discussion of acquisitions and divestitures is
included in Notes 3, 7, 17 and 19 of the Notes to Consolidated Financial
Statements, incorporated herein by reference to pages A-25 through A-28 and A-41
through A-43 of Appendix A to the Cooper Proxy Statement for the 1999 Annual
Meeting of Shareholders.

     With its two business segments, Cooper serves three major markets:
industrial, construction, and electrical power distribution. 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, emergency lighting, lighting
fixtures, fuses, nonpower hand tools, industrial power tools and chain products.

     Cooper's research and development activities are for purposes of improving
existing products and services and originating new products. During 1998,
approximately $50.4 million was spent for research and development activities as
compared with approximately $41.8 million in 1997 and $39.4 million in 1996.
Cooper obtains and holds patents on products and designs in the United States
and many foreign countries where operations are conducted or products are sold.
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.




                                      -4-
<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 1999. 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-27 and A-28 of Appendix A to the Cooper Proxy Statement for
the 1999 Annual Meeting of Shareholders.

     Approximately 58 percent of Cooper's hourly production work force in the
United States is employed in 43 manufacturing facilities, distribution centers
and warehouses not covered by labor agreements. Numerous agreements covering
approximately 42 percent of the hourly production employees exist with 23
bargaining units at 22 operations in the United States. Cooper also has
agreements with various unions at 38 international operations. During 1998, 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, 1998 was approximately $385 million, all of
which is for delivery during 1999, compared with backlog of approximately $324
million (excluding December 1997 acquisitions) at December 31, 1997.

     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-15 of Appendix A to the Cooper Proxy
Statement for the 1999 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, fuses, emergency lighting, fire detection
systems and security products 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 arresters, 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.




                                      -5-
<PAGE>   7

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

                                Tools & Hardware

     The Tools & Hardware segment manufactures, markets and sells hand tools and
chain and clamp products for industrial, construction and consumer markets; and
air-powered and electric tools for general industry, primarily automotive and
aerospace manufacturers.

     The principal raw material requirements include rolled coiled steel, wood,
plastic pellets, flat and bar stock steel, brass, copper, tin plate, fiberglass,
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 and by consumer spending. In addition, demand for
industrial power tools is influenced by automotive and aerospace production. The
segment's products are sold by a company salesforce, independent distributors
and retailers.







                                      -6-
<PAGE>   8

              Products, Markets and Distribution Methods by Segment
 


                              ELECTRICAL PRODUCTS
                           MAJOR PRODUCTS AND BRANDS*
                           -------------------------

ARKTITE plugs and receptacles.
ARROW HART wiring devices.
ATLITE indoor commercial lighting.  
BLESSING, CSA, PRETRONICA and UNIVEL emergency lighting and power systems.
BUSS electrical and electronic fuses.
CAM-LOK electrical connectors.
CEAG emergency lighting systems.
CHAMP and HAZARD-GARD HID and flourescent lighting.
COILTRONICS inductors and transformers.
CONDULET fittings and outlet bodies.
COOPER POWER SYSTEMS distribution transformers, power capacitors, voltage
regulators, surge arresters and pole line hardware and SCADA master stations.
CROUSE-HINDS and CEAG electrical construction materials and CROUSE-HINDS
aviation lighting products. 
EDISON and EDISON PRO relays. 
ELETROMEC DIN style fuses. 
FAIL-SAFE high abuse, clean room and vandal-resistant lighting fixtures.
FULLEON, NUGELEC and TRANSMOULD fire detection systems. 
HALO recessed and track lighting fixtures. 
HOMELUX consumer fluorescent lighting. 
IRIS lighting systems.
KARP, EDISON, MERCURY and B&S electrical fuses. 
KEARNEY fuses, connectors, tools and switches. 
KYLE distribution switchgear. 
LUMIERE specification grade landscape lighting. 
LUMINOX and MENVIER emergency lighting and fire detection systems. 
MAGNUM terminal strips and disconnect blocks. 
MCGRAW-EDISON and LUMARK indoor and outdoor lighting. 
METALUX fluorescent lighting. 
MOLDED PRODUCTS connectors and systems. 
MWS modular wiring systems. 
MYERS electrical hubs. 
NOVA reclosers, sectionalizers and switches. 
PORTFOLIO architectural recessed lighting. 
MCGRAW-EDISON and RTE transformer components, cable accessories and fuses. 
SCANTRONIC and MENVIER security systems. 
SURE-LITES and ATLITE exit and emergency lighting. 
SURGX ESD protection devices. 
THEPITT electrical outlet and switch boxes. 
TRANSX transient voltage protection devices. 
WESTERN POWER fiberglass.




                                TOOLS & HARDWARE
                           MAJOR PRODUCTS AND BRANDS*
                           -------------------------   

AIRETOOL, ASSEMBLY SYSTEMS, BUCKEYE, CLECO, COOPER 
AUTOMATION, DGD, DOLER, DOTCO, GARDNER-DENVER,
GARDOTRANS, KOTTHAUS + BUSCH, QUACKENBUSH, ROTOR
TOOL and RECOULES industrial power tools and assembly equipment.
APEX and GETA screwdriver bits, impact sockets and universal joints.
CAMPBELL chain products.
CRESCENT pliers and wrenches.
DIAMOND farrier tools and horseshoes.
EREM precision cutters and tweezers.
LUFKIN measuring tapes.
MASTER POWER industrial air tools.
METRONIX servos and drive controls.
NICHOLSON files and saws.
PLUMB hammers.
STUHR finishing tools.
UTICA torque measuring and controls.
WELLER soldering equipment.
WIRE WRAP solderless connection equipment.
WISS and H.K. PORTER cutting products.
XCELITE screwdrivers and nutdrivers.

* Brand names, which appear in bold type, are registered trademarks of Cooper
Industries, Inc. or its subsidiaries, except Assembly Systems, AtLite, Blessing,
B&S, Condulet, Cooper Automation, CSA, Eletromec, Fail-Safe, Fulleon,
Gardotrans, Geta, Iris, Karp, Kearney, Kotthaus + Busch, Lumiere, Luminox,
Menvier, Mercury, Metronix, Molded Products, MWS, Myers, NOVA, Nugelec,
Portfolio, Pretronica, Quackenbush, Recoules, SCADA, Scantronic, Stuhr, Thepitt,
Transmould, TransX, Univel and Western Power, which are unregistered trademarks.
Gardner-Denver and SurgX are registered trademarks of Gardner Denver Machinery
Inc. and SurgX Corporation, respectively, and are used by Cooper Industries
under license.


                                      -7-
<PAGE>   9


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


                               ELECTRICAL PRODUCTS

MAJOR MARKETS


Fuses are sold to end-users in the construction, industrial, automotive and
consumer markets and to manufacturers in the electrical, electronic and
automotive industries. Lighting fixtures are utilized in residential
construction, industrial and commercial building complexes, shopping centers,
parking lots and sports facilities. Electrical power products are used in the
utility and industrial markets. Electrical construction materials are used in
commercial, residential and industrial projects, by utilities and wastewater
treatment plants and in the process and energy industries. Fire detection and
security systems are installed in commercial and industrial applications.

PRINCIPAL DISTRIBUTION METHODS

Products are sold through distributors for use in general construction, plant
maintenance, utilities, process and energy applications, shopping centers,
parking lots, sports facilities, and data processing and telecommunications
systems; through distributors and direct to manufacturers for use in electronic
equipment for consumer, industrial, government and military applications; and
direct to original equipment manufacturers of appliances, tools, machinery and
electronic equipment.


                               TOOLS AND HARDWARE

MAJOR MARKETS

Power tools are used by general industrial manufacturers, particularly durable
goods producers and original equipment manufacturers, such as those in the
aerospace and automobile industries. Hand tools are used in a variety of
industrial, electronics, agricultural, construction and consumer applications.



PRINCIPAL DISTRIBUTION METHODS

Products are sold through distributors and agents to general industry,
particularly automotive, appliance and aircraft maintenance; through
distributors and wholesalers to hardware stores, home centers, lumberyards,
department stores and mass merchandisers; and direct to original equipment
manufacturers, home centers, specialty stores, department stores, mass
merchandisers and hardware outlets.



                                 




                                      -8-
<PAGE>   10


ITEM 3.  LEGAL PROCEEDINGS

         The Company is subject to various 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 statements.

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 Exchange. Options for the Company's Common Stock
are listed on the American Stock Exchange.

         As of March 1, 1999 there were 29,482 record holders of the Company's
Common Stock.

         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>         <C>
          1998          High          $60.5000       $70.3750       $58.0000    $50.9375

                        Low            47.0000        54.3125        40.4375     36.8750

          1997          High          $47.0000       $53.7500       $58.6250    $55.8750

                        Low            40.0000        41.3570        49.3750     44.5000
</TABLE>

Annual cash dividends declared on the Company's Common Stock during 1998 and
1997 were $1.32 a share ($.33 a quarter). On February 10, 1999, the Board of
Directors declared a quarterly dividend of $.33 a share, which will be paid
April 1, 1999 to shareholders of record on March 1, 1999.




                                      -9-
<PAGE>   11

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, 1998. 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-16 through A-44 of Appendix A to the
Cooper Proxy Statement for the 1999 Annual Meeting of Shareholders.

<TABLE>
<CAPTION>
                                                                    Years Ending December 31,
                                               -------------------------------------------------------------------
                                                  1998         1997(1)         1996         1995           1994
                                                  ----         -------         ----         ----           ----
INCOME STATEMENT DATA:                                             (in millions, except per share data)
<S>                                            <C>           <C>            <C>           <C>            <C>      
  Revenues                                     $ 3,651.2     $ 3,415.6      $ 3,380.5     $ 3,052.1      $ 2,932.7
                                               ---------     ---------      ---------     ---------      ---------
Income from continuing operations              $   335.9     $   310.0      $   285.1     $   178.6      $   185.6
Income from discontinued operations
   (Automotive Products), net of taxes              87.1          84.6           30.3         102.0          107.2
Charge for discontinued operations
   (Petroleum and Industrial Equipment)             --            --             --          (186.6)        (312.7)
                                               ---------     ---------      ---------     ---------      ---------
     Net income (loss)                         $   423.0     $   394.6      $   315.4     $    94.0      $   (19.9)     
                                               =========     =========      =========     =========      =========
INCOME PER COMMON SHARE DATA:
Basic -
  Income from continuing operations            $    2.97     $    2.64      $    2.66     $    1.60      $    1.16
  Income from discontinued operations
   (Automotive Products)                             .77           .72            .28           .92            .94
   Charge for discontinued operations
   (Petroleum and Industrial Equipment)             --            --             --           (1.67)         (2.74)
                                               ---------     ---------      ---------     ---------      ---------
     Net income (loss)                         $    3.74     $    3.36      $    2.94     $     .85      $    (.64)
                                               =========     =========      =========     =========      =========
Diluted -
   Income from continuing operations           $    2.93     $    2.57      $    2.52     $    1.60      $    1.16
                                               ---------     ---------      ---------     ---------      ---------
     Net income (loss)                         $    3.69     $    3.26      $    2.77     $     .84      $    (.64)
                                               =========     =========      =========     =========      =========
BALANCE SHEET DATA (at the end of period):
Total assets                                   $ 3,779.1     $ 5,507.3      $ 5,318.9     $ 5,461.2      $ 5,786.7
Long-term debt                                     774.5       1,272.2        1,737.7       1,865.3        1,361.9
Shareholders' equity                             1,563.6       2,683.5        1,967.2       1,787.8        2,788.5

CASH DIVIDENDS PER COMMON SHARE                $    1.32     $    1.32      $    1.32     $    1.32      $    1.32
</TABLE>

-----------

(1)          Includes the results of the Kirsch window treatment operation for
             the five-month period ended May 30, 1997, which was sold to Newell
             Co. on May 30, 1997.

----------

       In October 1998, Cooper sold its Automotive Products segment for $1.9
billion in proceeds. As a consequence of treating this segment as a discontinued
operation, the financial information in the above table has been restated to
exclude the results of the Automotive Products segment from income from
continuing operations. The discontinued segment's results are presented
separately in the caption, "Income from discontinued operations (Automotive
Products), net of taxes." In 1995, Cooper divested the remaining businesses
comprising its former Petroleum and Industrial Equipment segment through an
exchange offer with shareholders for common stock of Cooper Cameron Corporation.




                                      -10-
<PAGE>   12

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

       Incorporated by reference to pages A-1 through A-15 of Appendix A to the
Cooper Proxy Statement for the 1999 Annual Meeting of Shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Incorporated by reference to "Interest Rate and Foreign Currency Risk" on
pages A-13 through A-15 of Appendix A to the Cooper Proxy Statement for the 1999
Annual Meeting of Shareholders.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       Incorporated by reference to pages A-16 through A-44 of Appendix A to the
Cooper Proxy Statement for the 1999 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 4 through 10 of the Cooper Proxy
Statement for the 1999 Annual Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

       Incorporated by reference to pages 14 through 25 of the Cooper Proxy
Statement for the 1999 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       Incorporated by reference to pages 3 and 11 of the Cooper Proxy Statement
for the 1999 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Not applicable.




                                      -11-
<PAGE>   13


                                     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 1999 Annual Meeting of Shareholders).
<TABLE>
<CAPTION>
                                                                                    Page No.
                                                                                    --------
<S>                                                                                 <C>
             Report of Management...................................................  A-16

             Report of Independent Auditors.........................................  A-17

             Consolidated Income Statements for each of
             the three years in the period ended
             December 31, 1998......................................................  A-18

             Consolidated Balance Sheets as of
             December 31, 1998 and 1997.............................................  A-19

             Consolidated Statements of Cash Flows for each
             of the three years in the period ended
             December 31, 1998......................................................  A-20

             Consolidated Statements of Shareholders' Equity
             for each of the three years in the period ended
             December 31, 1998......................................................  A-21

             Notes to Consolidated Financial Statements.............................  A-22
                                                                                    through
                                                                                      A-44
</TABLE>


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

       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.




                                      -12-
<PAGE>   14

       3.    Exhibits

             3.1      Twenty-Seventh Amended Articles of Incorporation of Cooper
                      Industries, Inc. (incorporated herein by reference to
                      Exhibit 3.1 of the Company's Form 8-K dated August 5,
                      1997).

             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, 1997).

             4.1      Rights Agreement, dated as of August 5, 1997, between the
                      Company and First Chicago Trust Company of New York, as
                      Rights Agent (incorporated herein by reference to Exhibit
                      4.1 to the Company's Registration Statement on Form 8-A
                      dated August 14, 1997).

             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 by reference to Exhibit 10.2 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.3     Cooper Industries, Inc. Directors Retirement Plan
                      (incorporated by reference to Exhibit 10.3 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.4     Cooper Industries, Inc. Executive Restricted Stock
                      Incentive Plan (incorporated by reference to Exhibit 10.4
                      of the Company's Form 10-K for the year ended December 31,
                      1997).

             10.5     Cooper Industries, Inc. Supplemental Excess Defined
                      Benefit Plan (August 1, 1998 Restatement) (incorporated by
                      reference to Exhibit 10(iii) of the Company's Form 10-Q
                      for the quarter ended September 30, 1998).

             10.6     Cooper Industries, Inc. Supplemental Excess Defined
                      Contribution Plan (August 1, 1998 Restatement)
                      (incorporated by reference to Exhibit 10(iv) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).

             10.7     Management Incentive Compensation Deferral Plan
                      (incorporated by reference to Exhibit 10.7 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.8     Crouse-Hinds Company Officers' Disability and Supplemental
                      Pension Plan (incorporated by reference to Exhibit 10.8 of
                      the Company's Form 10-K for the year ended December 31,
                      1997).

             10.9     Cooper Industries, Inc. 1986 Stock Option Plan
                      (incorporated by reference to Exhibit 10.9 of the
                      Company's Form 10-K for the year ended December 31, 1997).


                                      -13-
<PAGE>   15


             10.10    Form of Incentive Stock Option Agreement for Cooper
                      Industries, Inc. 1986 Stock Option Plan (incorporated by
                      reference to Exhibit 10.10 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.11    Form of Nonqualified Stock Option Agreement for Cooper
                      Industries, Inc. 1986 Stock Option Plan (incorporated by
                      reference to Exhibit 10.11 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.12    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.)

             10.13    Form of Incentive Stock Option Agreement for Cooper
                      Industries, Inc. Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.13 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.14    Form of Nonqualified Stock Option Agreement for Cooper
                      Industries, Inc. Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.14 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.15    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).

             10.16    Cooper Industries, Inc. Amended and Restated Management
                      Annual Incentive Plan (incorporated herein by reference to
                      Exhibit 4.3 of Registration Statement No. 333-51441).

             10.17    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).

             10.18    Form of Directors' Nonqualified Stock Option Agreement for
                      Directors' Stock Plan (incorporated herein by reference to
                      Exhibit 10.18 of the Company's Form 10-K for the year
                      ended December 31, 1997).

             10.19    Cooper Industries, Inc. Directors' Retainer Fee Stock Plan
                      (incorporated herein by referenced to Exhibit 4.3 of
                      Registration Statement No. 333-51439).

             10.20    Form of Management Continuity Agreement between Cooper
                      Industries, Inc. and key management personnel which
                      applies if there is a Change of the Control of the Company
                      (incorporated herein by reference to Exhibit 10(ii) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).



                                      -14-
<PAGE>   16

             10.21    Purchase and Sale Agreement between Cooper Industries,
                      Inc. and Federal-Mogul Corporation dated August 17, 1998
                      (incorporated herein by reference to Exhibit 10(i) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).

             12.0     Computation of Ratios of Earnings to Fixed Charges for the
                      Calendar years 1994 through 1998.

             13.0     Text of Appendix A to Cooper Industries, Inc. Proxy
                      Statement for the Annual Meeting of Shareholders to be
                      held April 27, 1999.

             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.

             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 1998, the Company
             filed the following reports on Form 8-K:

             (i)   dated October 9, 1998, which included a copy of a press
                   release announcing the sale of the Company's Automotive
                   Products segment to Federal-Mogul Corporation;

             (ii)  dated October 22, 1998, which included a copy of a press
                   release containing the Company's financial results for the
                   quarter ended September 30, 1998;

             (iii) dated November 13, 1998, which contained the Company's 1997
                   financial statements restated to reflect the Automotive
                   Products segment as a discontinued operation; and

             (iv)  dated December 28, 1998, which contained a copy of a press
                   release announcing that the Company would be implementing
                   cost cutting measures to improve its long-term competitive
                   position and that the Company had elected to deliver
                   14,000,000 shares of Wyman-Gordon Company Common Stock upon
                   the mandatory exchange of the outstanding $189 million
                   principal amount of its three-year 6% Exchangeable Notes 
                   ("DECS").




                                      -15-
<PAGE>   17

                                   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 30, 1999                     By: /s/ H. JOHN RILEY, JR.
      ------------------------                   -----------------------------
                                                 (H. John Riley, Jr., Chairman,
                                                 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.              Chairman, President and Chief          March 30, 1999
-------------------------------     Executive Officer (Principal
(H. John Riley, Jr.)                Executive Officer and Director)

/s/ D. BRADLEY MCWILLIAMS
------------------------------      Senior Vice President and              March 30, 1999
(D. Bradley McWilliams)             Chief  Financial Officer
                                    
/s/ TERRY A. KLEBE
------------------------------      Vice President and Controller          March 30, 1999
(Terry A. Klebe)                    (Principal Accounting Officer)


*ALAIN J. P. BELDA                  Director                               March 30, 1999
------------------------------
(Alain J.P. Belda)


*LINDA A. HILL                      Director                               March 30, 1999
------------------------------
(Linda A. Hill)


*HAROLD S. HOOK                     Director                               March 30, 1999
------------------------------
(Harold S. Hook)


*CONSTANTINE S. NICANDROS           Director                               March 30, 1999
------------------------------
(Constantine S. Nicandros)


*JOHN D. ONG                        Director                               March 30, 1999
------------------------------
(John D. Ong)


*SIR RALPH H. ROBINS                Director                               March 30, 1999
------------------------------
(Sir Ralph H. Robins)


*DAN F. SMITH                       Director                               March 30, 1999
------------------------------
(Dan F. Smith)


*JAMES R. WILSON                    Director                               March 30, 1999
------------------------------
(James R. Wilson)


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


                                      -16-
<PAGE>   18

                             Cooper Industries, Inc.

                         1998 Annual Report on Form 10-K

                              Cross Reference Sheet

<TABLE>
<CAPTION>
                                                                                            Page Reference
                                                               Page Reference               in Incorporated
Item No. and Description in Form 10-K                          in 10-K                      Proxy Statement
-------------------------------------                          --------------               ---------------
<S>                                                            <C>                          <C>         
Item 1.      Business                                          2 through 8                  A-1 through A-15
                                                                                            A-25 through A-28
                                                                                            A-37 through A-41

Item 2.      Properties                                        2 through 8                          -

Item 3.      Legal Proceedings                                 9                                    -

Item 4.      Submission of Matters to a Vote of Security       9                                    -
             Holders

Item 5.      Market for Registrant's Common Equity and         9                                    -
             Related Stockholder Matters

Item 6.      Selected Financial Data                          10                            A-16 through A-44

Item 7.      Management's Discussion and Analysis of          11                            A-1 through A-15
             Financial Condition and Results of
             Operations

Item 7A.     Quantitative and Qualitative Disclosures         11                            A-13 through A-15
             About Market Risk

Item 8.      Financial Statements and Supplementary Data      11                            A-16 through A-44

Item 9.      Changes in and Disagreements with                11                                    -
             Accountants on Accounting and Financial
             Disclosure

Item 10.     Directors and Executive Officers of the          11                            4 through 10
             Registrant

Item 11.     Executive Compensation                           11                            14 through 25

Item 12.     Security Ownership of Certain Beneficial         11                                 3, 11
             Owners and Management

Item 13.     Certain Relationships and Related                11                                    -
             Transactions

Item 14.     Exhibits, Financial Statement Schedules,         12 through  15                A-16 through A-44
             and Reports on Form
             8-K
</TABLE>







<PAGE>   19

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

         EXHIBIT
         NO.          DESCRIPTION
         ---------    -----------
<S>                   <C>        
             3.1      Twenty-Seventh Amended Articles of Incorporation of Cooper
                      Industries, Inc. (incorporated herein by reference to
                      Exhibit 3.1 of the Company's Form 8-K dated August 5,
                      1997).

             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, 1997).

             4.1      Rights Agreement, dated as of August 5, 1997, between the
                      Company and First Chicago Trust Company of New York, as
                      Rights Agent (incorporated herein by reference to Exhibit
                      4.1 to the Company's Registration Statement on Form 8-A
                      dated August 14, 1997).

             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 by reference to Exhibit 10.2 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.3     Cooper Industries, Inc. Directors Retirement Plan
                      (incorporated by reference to Exhibit 10.3 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.4     Cooper Industries, Inc. Executive Restricted Stock
                      Incentive Plan (incorporated by reference to Exhibit 10.4
                      of the Company's Form 10-K for the year ended December 31,
                      1997).

             10.5     Cooper Industries, Inc. Supplemental Excess Defined
                      Benefit Plan (August 1, 1998 Restatement) (incorporated by
                      reference to Exhibit 10(iii) of the Company's Form 10-Q
                      for the quarter ended September 30, 1998).

             10.6     Cooper Industries, Inc. Supplemental Excess Defined
                      Contribution Plan (August 1, 1998 Restatement)
                      (incorporated by reference to Exhibit 10(iv) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).

             10.7     Management Incentive Compensation Deferral Plan
                      (incorporated by reference to Exhibit 10.7 of the
                      Company's Form 10-K for the year ended December 31, 1997).

             10.8     Crouse-Hinds Company Officers' Disability and Supplemental
                      Pension Plan (incorporated by reference to Exhibit 10.8 of
                      the Company's Form 10-K for the year ended December 31,
                      1997).

             10.9     Cooper Industries, Inc. 1986 Stock Option Plan
                      (incorporated by reference to Exhibit 10.9 of the
                      Company's Form 10-K for the year ended December 31, 1997).
</TABLE>



<PAGE>   20

<TABLE>

<S>                   <C>        
             10.10    Form of Incentive Stock Option Agreement for Cooper
                      Industries, Inc. 1986 Stock Option Plan (incorporated by
                      reference to Exhibit 10.10 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.11    Form of Nonqualified Stock Option Agreement for Cooper
                      Industries, Inc. 1986 Stock Option Plan (incorporated by
                      reference to Exhibit 10.11 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.12    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.)

             10.13    Form of Incentive Stock Option Agreement for Cooper
                      Industries, Inc. Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.13 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.14    Form of Nonqualified Stock Option Agreement for Cooper
                      Industries, Inc. Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.14 of the Company's Form 10-K for
                      the year ended December 31, 1997).

             10.15    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).

             10.16    Cooper Industries, Inc. Amended and Restated Management
                      Annual Incentive Plan (incorporated herein by reference to
                      Exhibit 4.3 of Registration Statement No. 333-51441).

             10.17    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).

             10.18    Form of Directors' Nonqualified Stock Option Agreement for
                      Directors' Stock Plan (incorporated herein by reference to
                      Exhibit 10.18 of the Company's Form 10-K for the year
                      ended December 31, 1997).

             10.19    Cooper Industries, Inc. Directors' Retainer Fee Stock Plan
                      (incorporated herein by referenced to Exhibit 4.3 of
                      Registration Statement No. 333-51439).

             10.20    Form of Management Continuity Agreement between Cooper
                      Industries, Inc. and key management personnel which
                      applies if there is a Change of the Control of the Company
                      (incorporated herein by reference to Exhibit 10(ii) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).
</TABLE>




<PAGE>   21

<TABLE>

<S>                   <C>        
             10.21    Purchase and Sale Agreement between Cooper Industries,
                      Inc. and Federal-Mogul Corporation dated August 17, 1998
                      (incorporated herein by reference to Exhibit 10(i) of the
                      Company's Form 10-Q for the quarter ended September 30,
                      1998).

             12.0     Computation of Ratios of Earnings to Fixed Charges for the
                      Calendar years 1994 through 1998.

             13.0     Text of Appendix A to Cooper Industries, Inc. Proxy
                      Statement for the Annual Meeting of Shareholders to be
                      held April 27, 1999.

             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.

             27.1     Financial Data Schedule
</TABLE>