<PAGE>   1
                                                                    EXHIBIT 3.2

                                     AMENDED

                                   REGULATIONS

                                       OF

                             COOPER INDUSTRIES, INC.

                            AS ADOPTED APRIL 26, 1988



                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS


SECTION 1. 1.  Annual Meeting.

     The annual meeting of the shareholders of the Company for the election of
directors and the transacting of such other business as shall be specified in
the notice of the meeting shall be held on the last Tuesday in April of each
year or on such other date as the directors may determine.

SECTION 1.2.  Special Meetings.

     Special meetings of the shareholders may be called at any time by the
Chairman of the Board, the President, or by a Vice President, or by action of
the directors at a meeting, or by a writing signed by a majority of the
directors in office, or by shareholders holding twenty-five percent or more of
the outstanding shares entitled to vote thereat, or by such shareholders and in
such manner as the Articles of Incorporation may provide.

SECTION 1.3.  Place of Meetings.

     All meetings of the shareholders shall be held at the principal office of
the Company in the City of Mount Vernon, Ohio, or at such other place in or
outside the State of Ohio, and at such time as may be designated by the Chairman
of the Board or the President and specified in the notice of meeting.

SECTION 1.4.  Notice of Meetings.

     Written notice of each annual or special meeting of the shareholders,
stating the time, place, and purposes thereof, shall be given to each
shareholder of record as of the applicable record date who is entitled to vote
thereat, by mailing the same, not less than ten days before the date of the
meeting, to his address as it appears on the records of the Company. Any
shareholder may waive any notice required to be given by law, the Articles, or
the Regulations, and the


<PAGE>   2

attendance of any shareholder at any meeting without protesting, prior to or at
the commencement of the meeting, the lack of proper notice shall be deemed to be
a waiver by him of notice of such meeting.

SECTION 1.5.  Quorum.

     Unless the Articles of Incorporation otherwise provide, the holders of
shares entitling them to exercise a majority of the voting power of the Company
shall constitute a quorum to hold a meeting of the shareholders; provided that
at any meeting duly called, whether or not a quorum is present, the holders of a
majority of the voting shares represented thereat may adjourn such meeting from
time to time without notice other than by announcement at such meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

SECTION 2.1.  Number; Election; Term.

     The number of directors shall be not less than nine nor more than fifteen,
as determined by the affirmative vote of a majority of the shares present or
represented and entitled to vote for directors at a duly called and held
meeting. In addition to the authority of the shareholders to fix or change the
number of directors, by a majority vote of the directors in office the directors
of the Corporation may change the number of directors and may fill any
director's office that is created by an increase in the number of directors. No
reduction shall have the effect of shortening the term of any incumbent director
and when so fixed such number shall continue to be the authorized number of
directors until changed by the shareholders or by the directors by vote as
aforesaid. The directors shall be divided into three classes, each class to
consist of three or more directors as determined by the affirmative vote of a
majority of the shares present or represented and entitled to vote for directors
at a duly called and held meeting, but no reduction shall have the effect of
shortening the term of any incumbent director and the number of directors in any
class shall not exceed by more than two the number in any other class. The term
of office of each director shall be until the third Annual Meeting following his
election (but not in excess of 3 years) and until the election and qualification
of his successor. In case of a vacancy among the directors of any class, the
vacancy may be filled for the unexpired term by vote of a majority of the
remaining directors, irrespective of class. During any vacancy in the Board of
Directors, the remaining directors shall have full power to act as the Board of
Directors of the Company. No director shall be removed without an 80% vote of
the voting power of the Corporation in favor of such removal, unless a majority
of the Board of Directors has previously voted in favor of said removal, in
which case the shareholder voting requirements specified under the Ohio General
Corporation Law shall apply.

SECTION 2.2.  Quorum.

     A majority of the directors in office at the time shall constitute a quorum
for a meeting of the directors; provided that at any meeting duly called,
whether or not a quorum is present, a majority of the directors present may
adjourn such meeting from time to time and place to place


<PAGE>   3



within or without the State of Ohio, without notice other than by announcement
at the meeting. At such meeting of the directors at which a quorum is present,
all questions and business shall be determined by the affirmative vote of not
less than a majority of the directors present.

SECTION 2.3.  Organization Meeting.

     Immediately after each annual meeting of the shareholders, or special
meeting held in lieu thereof, the directors, if a quorum is present, shall hold
an organization meeting at the place designated by the Chairman of the Board,
the President or a Vice President, for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given. If for
any reason such organization meeting is not held at such time, a special meeting
for such purpose shall be held as soon thereafter as practicable.

SECTION 2.4.  Regular Meetings.

     Regular meetings of the directors may be held at such times and places
within or without the State of Ohio as may be provided for in by-laws or
resolutions adopted by the directors and upon such notice, if any, as shall be
so provided for.

SECTION 2.5.  Special Meetings.

     Special meetings of the directors may be held at any time within or without
the State of Ohio upon call by the Chairman of the Board, the President, a Vice
President, or at least one-third of the directors. Notice of each such meeting
shall be given to each director by letter or telegram or in person not less than
forty-eight hours prior to such meeting; provided, however, that such notice
shall be deemed to have been waived by the directors attending such meeting, and
may be waived in writing or by telegram by any director either before or after
such meeting. Unless otherwise indicated in the notice thereof, any business may
be transacted at any organization, regular, or special meeting.

SECTION 2.6.  Compensation.

     The directors are authorized to fix a reasonable compensation for directors
and to provide a fee and reimbursement of expenses for attendance at any meeting
of the directors to be paid to each director who is not otherwise a salaried
officer or employee of the Company.

                                   ARTICLE III

                                   COMMITTEES

     SECTION 3. 1. The directors at any time may elect from their number an
executive committee and other committees, each of which shall consist of not
less than three directors. Each member of such committee shall hold office at
the pleasure of the directors and may be removed by the directors at any time
with or without cause. Vacancies occurring in the committee may be filled by the
directors. During any vacancy on a committee, the remaining


<PAGE>   4

members shall have full power to act as the committee. Each committee may
prescribe its own rules for calling and holding meetings and its method of
procedure, subject, however, to any rules prescribed by the directors, and, if
no such rules shall have been prescribed, the rules applicable to calling and
holding directors' meetings shall apply to the committee meetings. A quorum for
any meeting of a committee shall consist of not less than a majority of the
members in office at the time and at each meeting of the committee at which a
quorum is present, all questions and business shall be determined by the
affirmative vote of not less than a majority of the members present. Except as
the executive committee's powers and duties may be limited or otherwise
prescribed by the directors, the executive committee, during the intervals
between the meetings of the directors, shall possess and may exercise all of the
powers of the directors in the management and control of the business and
property of the Company; and other committees shall have such powers of the
directors as shall be from time to time delegated to them by the Board of
Directors; provided, however, that no committee shall be empowered to elect
directors to fill vacancies among the directors or on any committee of the
directors. Subject to said exceptions, persons dealing with the Company shall be
entitled to rely upon any action of a committee with the same force and effect
as though such action had been taken by the directors. Subject to the rights of
third persons, any action of a committee shall be subject to revision or
alteration by the directors. The directors are authorized to fix a reasonable
compensation for members of the committees.

                                   ARTICLE IV

                                    OFFICERS

SECTION 4. 1.  Officers Designated.

     The directors at their organization meeting shall elect a President, one or
more Vice Presidents, a Secretary, a Treasurer, a Controller, and in their
discretion a Chairman of the Board, an Assistant Secretary or Secretaries, an
Assistant Treasurer or Treasurers, and such other officers as the directors may
see fit. The President and the Chairman of the Board shall be, and the other
officers may, but need not be, chosen from among the directors. Any two or more
of such officers other than that of President and Vice President, or Secretary
and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.

SECTION 4.2.  Tenure of Office.

     The officers of the Company shall hold office until the next organization
meeting of the directors and until their successors are chosen and qualified,
except in case of resignation, death, or removal. The directors may remove any
officer at any time with or without cause by a majority vote of the directors in
office at the time. A vacancy in any office, however created, may be filled by
election by the directors.


<PAGE>   5


SECTION 4.3.  Chairman of the Board.

     The Chairman of the Board, if any, shall have such powers and duties as
appertain to that office and as may be prescribed by the directors.

SECTION 4.4. President.

     The President shall have such powers and duties as appertain to that office
and as may be prescribed by the directors.

SECTION 4.5.  Vice Presidents.

     The Vice Presidents in the order designated by the directors shall perform
the duties of the President in case of the absence or disability of the latter,
or when circumstances prevent the latter from acting, together with such other
duties as the directors may prescribe. In case the President and such Vice
Presidents are absent or unable to perform their duties, the directors may
appoint a President pro tempore.

SECTION 4.6.  Secretary.

     The Secretary shall keep the minutes of all meetings of the shareholders
and the directors. He shall keep such books as may be required by the directors,
shall have charge of the seal, minute books and stock books of the Company, and
shall give all notices of meetings of the shareholders and of the directors, and
shall have such other powers and duties as the directors may prescribe.

SECTION 4.7.  Treasurer.

     The Treasurer shall receive and have in charge all money, bills, notes,
bonds, shares in other corporations and similar property belonging to the
Company, and shall do with the same as may be ordered by the directors. He shall
formulate and administer credit and collection policies and procedures, and
shall represent the Company in its relations with banks and other financial
institutions, subject to instructions from the directors. On the expiration of
his term of office, he shall turn over to his successor, or to the directors,
all property, books, papers, and money of the Company in his hands.

SECTION 4.8.  Controller.

     The Controller shall be the chief accounting officer of the Company, and
shall supervise the keeping of the financial accounts of the Company.

SECTION 4.9.  Other Officers.

     The other officers, if any, shall have such powers and duties as the
directors may prescribe.


<PAGE>   6

SECTION 4.10.  Change in Power and Duties of Officers.

     Anything in this Article IV to the contrary notwithstanding, the Board of
Directors may, from time to time, increase or reduce the powers and duties of
the respective officers of the Company whether or not the same are set forth in
this Code of Regulations and may permanently or temporarily delegate the duties
of any officer to any other officer, agent or employee and may generally control
the action of the officers and require performance of all duties imposed upon
them.

SECTION 4.11.  Compensation.

     The directors are authorized to determine or to provide the method of
determining the compensation of officers.

SECTION 4.12.  Bond.

     Any officer, if required by the directors, shall give bond for the faithful
performance of his duties. Any surety on such bond shall be at the expense of
the Company.

SECTION 4.13.  Signing Checks and Other Instruments.

     The directors are authorized to determine or provide the method of
determining how checks, notes, bills of exchange and similar instruments shall
be signed, countersigned, or endorsed.

SECTION 4.14.  Authority to Transfer and Vote Securities.

     The Chairman of the Board, the President, the Secretary or the Treasurer of
the Company are each authorized to sign the name of the Company and to perform
all acts necessary to effect a transfer of any shares, bonds, or other evidences
of indebtedness or obligations, subscription rights, warrants, and other
securities of another corporation owned by the Company and to issue the
necessary powers of attorney for the same; and each such officer is authorized
on behalf of the Company to vote such securities, to appoint proxies with
respect thereto, and to execute consents, waivers and releases with respect
thereto, or to cause any such action to be taken.

                                    ARTICLE V

                                   AMENDMENTS

     SECTION 5.1. The regulations may be altered, changed, or amended in any
respect, or superseded by new regulations, in whole or in part, by the
affirmative vote of the holders of record of shares entitling them to exercise a
majority of the voting power of the Company with respect thereto at an annual or
special meeting called for such purpose or without a meeting by the written
consent of the holders of record of shares entitling them to exercise two-thirds
of the voting power with respect thereto.


<PAGE>   7
     SECTION 5.2. Notwithstanding any other provisions of these Regulations or
any provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class or
series of stock required by law or these Regulations, the affirmative vote of
the holders of at least 80% of the Corporation's voting power shall be required
to alter, amend or repeal Article 11, Section 2.1 of these Regulations.


                                   CERTIFICATE

     I hereby certify that the foregoing is a true and correct copy of the
Regulations of Cooper Industries, Inc. at present in force.

     IN WITNESS WHEREOF, I have hereunto set my hand as ______________________
Secretary of said Company and have affixed its corporate seal this _______ day
of ___________________, 19_____.



                             -------------------------------------------------
                                           Secretary of Cooper Industries, Inc.