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COOPER SOUNDS A CAUTIOUS NOTE AT ANNUAL MEETING

 COOPER SOUNDS A CAUTIOUS NOTE AT ANNUAL MEETING
 HOUSTON, April 28 /PRNewswire/ -- Despite a good, but difficult,


1991 and an excellent first quarter, Robert Cizik, chairman and chief executive officer of Cooper Industries, Inc. (NYSE: CBE) sounded a note of caution about 1992 earnings at the annual meeting of shareholders in Houston today.
 "Our current reading of economic indicators leads us to believe that sales and earnings in 1992 will be up over 1991 in four of Cooper's five business segments, but it now appears that sales could be down as much as 7-10 percent in the company's Petroleum & Industrial Equipment segment," Cizik told shareholders. "If that should happen, the impact on this segment's earnings could be as much as 20-25 percent.
 "We're hopeful, however, that market recoveries in our Electrical Products, Electrical Power Equipment, Tools & Hardware and Automotive Products business segments, when combined with continuing productivity improvements and lower interest rates, will more than offset the anticipated decline in petroleum and industrial equipment. We are dedicating ourselves to a continuance of quarterly earnings increases on into 1993, if at all possible," he stated.
 "Originally, we thought that operating results for the Petroleum & Industrial Equipment segment would be flat for the year. At this juncture, it now seems clear that the weaknesses in the U.S. and Russian markets will more than offset the strengths of our other overseas markets, resulting in lower sales and earnings in this segment in 1992," Cizik said.
 Cizik said domestic oil exploration, in terms of active drilling rigs, is at an all-time record low. Current low prices for natural gas make the search for additional reserves uneconomic and unlikely and have also resulted in the "shut-in" of a portion of currently available reserves. Petroleum companies have been cutting back exploration and production budgets in the U.S., but increasing them somewhat overseas.
 "When new wells are not being drilled, the need for drilling equipment and well completion equipment, such as valves and Christmas trees, diminishes," Cizik said. "This market has been particularly important to Cooper over the past two years. Fortunately, the markets for Cooper's oil and gas-related products have been strong outside the U.S., except for Russia, where the problem is one of financing, not market demand."
 Cizik said Cooper's other four business segments are expected to show gradual improvement over the balance of the year. Pointing to mixed economic signals domestically, Cizik said the recession in the U.S. does appear to be ending, but the nature and extent of the recovery is far from certain. "At best, it looks like the recovery will be both spotty and modest," he said.
 Cizik said housing starts are up, which benefits Cooper's hand tools and lighting fixtures businesses. The improvement hasn't yet carried over to the company's drapery hardware business, however, which he said remains depressed.
 The company's automotive products business, which is focused primarily on repairs and aftermarket sales, is holding up quite well, he said.
 He pointed to improvement in the industrial production index, which benefits Cooper's electrical construction materials business. However, he noted that this has yet to make itself felt in some of Cooper's other industrial product lines. The market for aircraft engine forgings, for example, is definitely down from last year due to delivery stretch-outs by engine builders.
 Electric public utility capital spending is also down, he said, which is not good for Cooper's large transformer business. On the other hand, spending for equipment to improve system efficiency remains strong.
 Internationally, Canada, the United Kingdom and Australia are still locked in a recession, Cizik said. Canada, which is especially hard- hit, is an important market for Cooper. Led by Germany, Europe also seems to be heading for economic hard times. Stronger economies in Mexico, Venezuela and Brazil will offset this somewhat, Cizik said.
 Looking past 1992, Cizik said, "the best is yet to come. Whatever happens in 1992, we will enter 1993 as a strong company -- financially, operationally and managerially. The diversification program we have pursued for the past 20 years now allows us to participate in many products and markets, both domestically and internationally. We see many opportunities with our present business lines to improve quality, productivity, customer satisfaction and earnings." Cizik said the company probably will be more aggressive with acquisitions, now that the integration of Cameron and Champion are well along, Cooper's capital structure is "where we want it, and our credit ratings have been restored.
 "As I said in our annual report, we're dedicated to delivering the best value -- to our customers by manufacturing quality products at reasonable costs and backing them with dependable service, and to our shareholders by providing the best possible return on investment," he concluded.
 At the meeting, shareholders representing more than 81 percent of the company's outstanding shares re-elected directors Robert Cizik, Harold S. Hook, Frank A. Olson and John D. Ong. They also turned down three shareholder proposals to institute confidential voting, submit executive severance agreements to a shareholder vote, and issue a report on the Valdez Principles. Before the meeting, directors had declared dividends of 31 cents a share on the company's common stock and 40 cents a share on the $1.60 Convertible Exchangeable Preferred stock.
 Cooper Industries, with 1991 revenues of $6.2 billion, is a diversified, worldwide manufacturer of electrical products, electrical power equipment, tools and hardware, automotive products, and petroleum and industrial equipment.
 -0- 4/28/92
 /CONTACT: Ellen H. Myers of Cooper Industries, 713-739-5423/
 (CBE) CO: Cooper Industries, Inc. ST: Texas IN: SU:


SH -- NY104 -- 3898 04/28/92 14:24 EDT
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Date:Apr 28, 1992
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