<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A
                                 ---------------

(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, 2001
                                       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

SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:                         NONE
</TABLE>

         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

         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 January 31, 2002 was $3,345,382,140.75.

         NUMBER OF SHARES OUTSTANDING OF REGISTRANT'S COMMON STOCK AS OF
                          JANUARY 31, 2002 - 93,851,135


                       DOCUMENTS INCORPORATED BY REFERENCE
               Cooper Industries, Inc. Proxy Statement to be filed
                     for the Annual Meeting of Shareholders

          to be held on April 5, 2002 (Part III - Items 10, 11 and 12)

<PAGE>
                                   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:  February 20, 2002           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                       February 20, 2002
---------------------------       Chief Executive Officer
(H. John Riley, Jr.)


/s/ D. BRADLEY MCWILLIAMS         Senior Vice President and                     February 20, 2002
---------------------------       Chief Financial Officer
(D. Bradley McWilliams)


/s/ JEFFREY B. LEVOS              Vice President and Controller                 February 20, 2002
---------------------------       and Chief Accounting Officer
(Jeffrey B. Levos)


*LINDA A. HILL                    Director                                      February 20, 2002
---------------------------
(Linda A. Hill)


*SIR RALPH H. ROBINS              Director                                      February 20, 2002
---------------------------
(Sir Ralph H. Robins)


*H. LEE SCOTT                     Director                                      February 20, 2002
---------------------------
(H. Lee Scott)


*DAN F. SMITH                     Director                                      February 20, 2002
---------------------------
(Dan F. Smith)


*GERALD B. SMITH                  Director                                      February 20, 2002
---------------------------
(Gerald B. Smith)


*JAMES R. WILSON                  Director                                      February 20, 2002
---------------------------
(James R. Wilson)
</TABLE>



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


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