<PAGE>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.   20549
                       FORM 10-Q


(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For Quarterly Period Ended  January 31, 1994 

( )  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 1-8597


                     The Cooper Companies, Inc.                   
- ------------------------------------------------------------------
        (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                         <C>
           Delaware                              94-2657368       
- ---------------------------------           ----------------------
  (State or other jurisdiction of             (I.R.S. Employer
   incorporation or organization)           Identification No.)
</TABLE>



<TABLE>
<S>                                                    <C>
      One Bridge Plaza, Fort Lee, New Jersey             07024    
- ------------------------------------------------------------------
      (Address of principal executive offices)         (Zip Code)
</TABLE>



<TABLE>
<S>                                                    <C>
      250 Park Avenue, New York, New York                10177    
- ------------------------------------------------------------------
      (Former address of principal executive offices   (Zip Code)
</TABLE>


Registrant's telephone number, including area code (201) 585-5100 

Indicate by check mark whether the registrant (1) has filled 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 the number of shares outstanding of each of issuer's
classes of common stock, as of the latest practicable date.



<TABLE>
<S>                               <C>
  Common Stock, $.10 par value           30,129,125 Shares        
- -------------------------------   --------------------------------
           Class                  Outstanding at February 28, 1994
</TABLE>







<PAGE>
      THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                         INDEX


<TABLE>
<CAPTION>
                                                         Page No.
                                                         --------
<S>                                                      <C>

PART I.   FINANCIAL INFORMATION


  Item 1.  Financial Statements

             Consolidated Condensed Balance Sheet - 
                January 31, 1994 and October 31, 1993           3
 
             Consolidated Condensed Statement of
                Operations - Three Months Ended
                January 31, 1994 and 1993                       4

             Consolidated Condensed Statement
                of Cash Flows-
                Three Months Ended January
                31, 1994 and 1993                               5

             Notes to Consolidated Condensed

                Financial Statements                       6 - 13


  Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                  14 - 19


PART II.  OTHER INFORMATION


  Item 1. Legal Proceedings                               20 - 21

  Item 2. Changes in Securities                           21 - 25

  Item 6. Exhibits and Reports on Form 8-K                     25

Signature                                                      26

Index of Exhibits
</TABLE>









<PAGE>

                   PART I.  FINANCIAL INFORMATION

                    Item 1.  FINANCIAL STATEMENTS
             THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                Consolidated Condensed Balance Sheet
                           (In thousands)
                             (Unaudited)

<TABLE>
<CAPTION>
                                                        January 31,  October 31,
                                                           1994         1993
                                                        -----------  ----------
<S>                                                     <C>          <C>
                      ASSETS
Current assets:                                         
  Cash and cash equivalents                             $   5,861     $  10,113
  Restricted cash                                             110           306
  Temporary investments                                     5,442         6,438
  Receivables:
    Trade and patient accounts, net                        16,545        14,298
    Other                                                     532         2,821
                                                        ---------     ---------
                                                           17,077        17,119   
                                                        ---------     ---------
  Inventories                                              14,099        14,987
  Other current assets                                      2,213         2,912
                                                        ---------     ---------
              Total current assets                         44,802        51,875
                                                        ---------     ---------
Property, plant and equipment at cost                      44,771        48,294
  Less, accumulated depreciation and amortization           8,588         8,399
                                                        ---------     ---------
                                                           36,183        39,895
                                                        ---------     ---------
Intangibles, net:
  Excess of cost over net assets acquired                  14,528        14,661
  Other                                                     1,514         1,624
                                                        ---------     ---------
                                                           16,042        16,285 
                                                        ---------     ---------
Other assets                                                1,434         1,469 
                                                        ---------     ---------
                                                        $  98,461     $ 109,524
                                                        ---------     ---------
                                                        ---------     ---------

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Current installments of long-term debt:
    10 5/8% Convertible Subordinated Reset
      Debentures due 2005                               $      --     $   4,350
    Other                                                   1,507         1,499
                                                        ---------     ---------
                                                            1,507         5,849
                                                        ---------     ---------
  Accounts payable                                          3,159         4,269
  Employee compensation, benefits and severance             5,961         5,961
  Other accrued liabilities                                22,202        21,079
  Income taxes payable                                     14,892        14,837 
                                                        ---------     ---------
              Total current liabilities                    47,721        51,995 
                                                        ---------     ---------
Long-term debt:
  10% Senior Subordinated Secured Notes due 2003           25,901            --
  10-5/8% Convertible Subordinated Reset Debentures
    due 2005                                                9,207        34,647
  Other, less current installments                         12,609        13,430
                                                        ---------     ---------
                                                           47,717        48,077
                                                        ---------     ---------
Other noncurrent liabilities                                7,750         9,000 
                                                        ---------     ---------
              Total liabilities                           103,188       109,072
                                                        ---------     ---------
Commitments and Contingencies (See Note 3)
Stockholders' equity (deficit):
  Series B preferred stock, $.10 par value                     --            --
  Common stock, $.10 par value                              3,013         3,013
  Additional paid-in capital                              179,810       179,810
  Translation adjustments                                    (268)         (223)
  Accumulated deficit                                    (186,893)     (181,743)
  Unamortized restricted stock award compensation            (389)         (405)
                                                        ---------     ---------
              Total stockholders' equity (deficit)         (4,727)          452 
                                                        ---------     ---------
                                                        $  98,461     $ 109,524 
                                                        ---------     ---------
                                                        ---------     ---------
</TABLE>

                          See accompanying notes.

                                      3


<PAGE>
             THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           Consolidated Condensed Statement of Operations
              (In thousands, expect per share figures)
                             (Unaudited)



<TABLE>
<CAPTION>
                                               Three Months Ended
                                                   January 31,
                                                1994       1993
                                               -------   -------
<S>                                            <C>       <C>
Net service revenue                            $11,031   $12,428
Net sales of products                           11,876     9,932
                                               -------   -------
  Net operating revenue                         22,907    22,360
                                               -------   -------
Cost of services provided                        9,839    10,987
Cost of products sold                            4,125     3,830
Research and development expense                 1,156       714
Selling, general and administrative expense      8,764    11,501
Settlement of disputes                           1,950        --
Debt restructuring costs                           429        --
Amortization of intangibles                        210       184
Investment income (loss), net                     (351)    3,677
Gain on sales of assets and businesses, net        214        --
Other income, net                                   35       245
Interest expense                                 1,402     1,634
                                               -------   -------
Loss before income taxes and extraordinary item (5,070)   (2,568)
Provision for income taxes                          80       116
                                               -------   -------
Loss before extraordinary item                  (5,150)   (2,684)
Extraordinary item                                  --       924
                                               -------   -------
Net loss                                        (5,150)   (1,760)
Dividend requirements on Senior Exchangeable
  Redeemable Restricted Voting Preferred Stock      --      (160)
                                               -------   -------
Net loss applicable to common stock            $(5,150)  $(1,920)
                                               -------   -------
                                               -------   -------
Net income (loss) per common share:
  Loss before extraordinary item               $ (0.17)  $ (0.09)
  Extraordinary item                                --      0.03
                                               -------   -------
Net income (loss) per common share             $ (0.17)  $ (0.06)
                                               -------   -------
                                               -------   -------
Average number of common shares outstanding     30,410    30,189
                                               -------   -------
                                               -------   -------
</TABLE>


                       See accompanying notes.

                                      4


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           Consolidated Condensed Statement of Cash Flows
                           (In thousands)
                             (Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                              January 31,
                                                          1994         1993   
                                                       ----------   ----------
<S>                                                    <C>          <C>
Net cash used by operating activities                  $(   3,375)  $(  14,408)
                                                       ----------   ----------
Cash flows from investing activities: 
  Cash from sales of assets and businesses
   (including releases of cash from escrow)                 2,622          750
  Sales of temporary investments                            2,051       13,677 
  Purchases of temporary investments                           --    (     293)
  Purchases of property, plant and equipment            (     144)   (     340)
                                                       ----------   ----------
Net cash provided by investing activities                   4,529       13,794 
                                                       ----------   ----------

Cash flows from financing activities:
  Payments associated with the Exchange Offer
    and Consent Solicitation including debt
    restructuring costs                                 (   5,043)          --  
  Purchase of the Company's 10 5/8% Debentures                 --    (   3,861)
  Payments of notes payable related to acquisition             --    (     400)  
  Payments of current installments of long-term debt    (     363)   (   2,666)
                                                       ----------   ----------
Net cash used by financing activities                   (   5,406)   (   6,927)
                                                       ----------   ----------
Net decrease in cash and cash equivalents               (   4,252)   (   7,541)
Cash and cash equivalents--beginning of period             10,113       38,078
                                                       ----------   ----------
Cash and cash equivalents--end of period               $    5,861   $   30,537
                                                       ----------   ----------
                                                       ----------   ----------
Cash paid for:
  Interest                                             $      407   $      681
                                                       ----------   ----------
                                                       ----------   ----------
  Income taxes                                         $       25   $       92
                                                       ----------   ----------
                                                       ----------   ----------
Significant non-cash transactions:
  Pay-in-kind stock dividends on Senior          
  Exchangeable Restricted Voting Preferred
  Stock                                                $       --   $      160
                                                       ----------   ----------
                                                       ----------   ----------
</TABLE>


                       See accompanying notes.

                                      5



<PAGE>


            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)
 
Note 1.  General
The Cooper Companies, Inc. and its subsidiaries (the "Company") develop,
manufacture and market healthcare products, including a range of hard and
soft daily, flexible and extended wear contact lenses, ophthalmic pharmaceutical
products and diagnostic and surgical instruments.  The Company also provides
healthcare services through the ownership and operation of certain psychiatric
facilities and management of other such facilities.

During interim periods, the Company follows the accounting policies set forth
in its Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the "SEC").  Readers are encouraged to refer to the footnotes
contained in the Company's Report on Form 10-K when reviewing interim
financial results.

In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of January 31, 1994 and October
31, 1993 and the consolidated results of its operations and its consolidated
cash flows for the three months ended January 31, 1994 and 1993.  With the
exception of certain adjustments discussed in Part I, Item 2 under "Settlement
of Disputes," such adjustments consist of only normal and recurring adjustments.
Certain reclassifications have been applied to prior period financial
statements to conform such statements to the current period's presentation.
None of such reclassifications had any impact on net loss.

Note 2. Exchange Offer and Consent Solicitation

On January 6, 1994, the Company consummated an Exchange Offer and Consent
Solicitation in which it issued approximately $22,000,000 of 10% Senior
Subordinated Secured Notes due 2003 (the "Notes") and paid approximately
$4,350,000 in cash ($725 principal amount of Notes and $145 in cash for each
$1,000 principal amount of 10 5/8% Convertible Subordinated Reset Debentures
due 2005 (the "Debentures") in exchange for approximately $30,000,000 aggregate
principal amount of Debentures (out of $39,384,000 aggregate principal amount
then outstanding).  The Company also obtained, pursuant to the Exchange Offer
and Consent Solicitation, consents of the holders of Debentures to (i) certain
proposed amendments to the indenture  to the Debentures (the "Indenture") and
(ii) a waiver of any defaults under the Indenture. 
Following the exchange, approximately $9,400,000 aggregate principal amount of
Debentures remain outstanding.  See Part II, Item 2 for a summary of changes
to the Indenture.

On January 6, 1994, after receiving consents from holders of a majority of the
outstanding principal amount of Debentures not owned by the Company or its
affiliates, the Company and the Trustee under the Indenture executed the Second
Supplemental Indenture effecting the proposed amendments, which eliminated or
modified various covenants in the Indenture.

The consummation of the Exchange Offer and Consent Solicitation also satisfied a
condition of an agreement reached in September 1993 between the Company and
Medical Engineering Corporation ("MEC") limiting the Company's liability with
respect to breast implant litigation.  Such condition would have allowed MEC to
terminate the agreement if the Exchange Offer and Consent Solicitation (or an
alternative restructuring of the Debentures) was not completed by
February 1, 1994.
                                      6


<PAGE>
             THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

The Notes bear interest from September 1, 1993 at a rate equal to 10% per annum.
(Interest accrued from September 1, 1993 was not paid on Debentures tendered and
accepted pursuant to the Exchange Offer and Consent Solicitation.) Interest on
the Notes is payable quarterly on each March 1, June 1, September 1 and
December 1, commencing March 1, 1994.  The Notes are redeemable solely at the
option of the Company, in whole or in part, at any time, at a redemption price
equal to 100% of their principal amount, together with accrued and unpaid
interest thereon to the redemption date.  The Company is not required to effect
any mandatory redemptions or make any sinking fund payments with respect to the
Notes, except in connection with certain sales or other dispositions of, or
certain financings secured by, the collateral securing the Notes.  Pursuant to
a pledge agreement dated as of January 6, 1994, between the Company and the
trustee for the holders of the Notes, the Company has pledged a first priority
security interest in all of its right, title and interest in stock of its
subsidiaries Hospital Group of America, Inc. ("HGA") and
CooperSurgical, Inc. ("CooperSurgical"), all additional shares of stock of,
or other equity interests in HGA and CooperSurgical from time to time acquired
by the Company, all intercompany indebtedness of HGA and CooperSurgical from
time to time held by the Company, and except as set forth in the indenture
governing the Notes, the proceeds received from the sale or disposition of
any or all of the foregoing.  A full
description of the pledge agreement and terms of the indenture governing the
Notes is included in the Company's Amended and Restated Offer to Exchange
and Consent Solicitation filed with the SEC on December 15, 1993.

The Exchange Offer and Consent Solicitation has been accounted for in accordance
with Statement of Financial Accounting Standards No. 15 "Accounting by Debtors
and Creditors for Troubled Debt Restructurings."  Consequently, the difference
between the carrying value of the Debentures exchanged less the face value of
the Notes issued and the aggregate cash payment for the Debentures is recorded
as a deferred premium aggregating approximately $4,000,000 as of the date of the
Exchange.  The Company will recognize the benefit of the deferred premium
prospectively as a reduction to the effective interest rate on the Notes over
the life of the issue. 
In addition, the Company recorded a charge of $2,131,000 in the fourth quarter
of 1993 and an additional charge of $429,000 in the first quarter of 1994
for costs related to the Exchange Offer and Consent Solicitation.

Note 3. Legal Proceedings

On November 10, 1992, the Company was charged in an indictment (the
"Indictment"), filed in the United States District Court for the Southern
District of New York, with violating federal criminal laws relating to a
"trading scheme" by Gary A. Singer, a former Co-Chairman of the Company
(who went on a leave of absence on May 28, 1992,
begun at the Company's request, and who subsequently resigned on
January 20, 1994), and others, including G. Albert Griggs, Jr., a former
analyst of The Keystone Group, Inc., and John D. Collins II, to "frontrun"
high yield bond purchases by the Keystone
Custodian Funds, Inc., a group of mutual funds.  The Company was named as
a defendant in 10 counts.  Gary Singer was named as a defendant in 24 counts,
including violations of the Racketeer Influenced and Corrupt Organizations Act
and the mail and wire fraud statutes (including defrauding the Company by
virtue of the "trading scheme," by, among other things, transferring profits
on trades on DR Holdings, Inc. 15.5% bonds (the "DR Holdings Bonds") from the
Company to members of his family during fiscal 1991), money laundering,
conspiracy, and aiding and abetting violations
of the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), by an investment advisor.

                                      7

<PAGE>
             THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

On January 13, 1994, the Company was found guilty on six counts of mail fraud
and one count of wire fraud based upon Mr. Singer's conduct, but acquitted of
charges of conspiracy and aiding and abetting violations of the Investment
Advisers Act.  Mr. Singer was found guilty on 21 counts.  One count against
Mr. Singer and the Company was dismissed at trial and two counts against
Mr. Singer relating to forfeiture penalties were resolved by stipulation
between the government and Mr. Singer. Sentencing
is currently scheduled for late April, 1994. The maximum penalty which
could be imposed on the Company is the greater of (i) $500,000 per count,
(ii) twice the gross gain derived from the offense or (iii) twice the gross
loss suffered by the victim of the offense, and a $200 special assessment.
In addition to the penalties described in (i), (ii) or (iii), the Court could
order the Company to make restitution.  The Company is considering its options,
including filing an appeal of its conviction.  Mr. Singer's attorney has advised
the Company that Mr. Singer intends to appeal his conviction.  Although the
Company may be obligated under its Certificate of Incorporation to advance
the costs of such appeal, the Company and Mr. Singer have agreed that
Mr. Singer will not request such advances, but that he will
reserve his rights to indemnification in the event of a successful appeal.

Also on November 10, 1992, the SEC filed a civil Complaint for Permanent
Injunction and Other Equitable Relief (the "SEC Complaint") in the United
States District Court for the Southern District of New York against the
Company, Gary A. Singer, Steven G. Singer (the Company's Executive
Vice President and Chief Operating Officer and Gary
Singer's brother), and, as relief defendants, certain persons related to Gary
and Steven Singer and certain entities in which they and/or those related
persons have an interest. The SEC Complaint alleges that the Company and Gary
and Steven Singer violated various provisions of the Securities Exchange Act
of 1934, as amended (the "Securities Exchange Act"), including certain of its
antifraud and periodic reporting provisions, and aided and abetted violations
of the Investment Company Act and the
Investment Advisors Act, in connection with the trading scheme described in the
preceding paragraphs.  The SEC Complaint further alleges, among other things,
federal securities law violations (i) by the Company and Gary Singer in
connection with an alleged manipulation of the trading price of the Company's
10 5/8% Convertible Subordinated Reset Debentures due 2005 (the "Debentures")
to avoid an interest rate reset allegedly required on June 15, 1991 under the
terms of the Indenture governing the Debentures, (ii) by Gary Singer in
allegedly transferring profits on trades of
high yield bonds (including those trades in the DR Holdings Bonds which were the
subject of certain counts of the Indictment of which Mr. Singer was found
guilty) from the Company to members of his family and failing to disclose
such transactions to the Company, and (iii) by the Company in failing to
disclose publicly on a timely basis such transactions by Gary Singer.
 The SEC Complaint asks that the Company and
Gary and Steven Singer be enjoined permanently from violating the antifraud,
periodic reporting and other provisions of the federal securities laws, that
they disgorge the amounts of the alleged profits received by them pursuant
to the alleged frauds (stated in the SEC's Litigation Release No. 13432
announcing the filing of the SEC
Complaint as being $1,296,406, $2,323,180 and $174,705, respectively),
plus interest, and that they each pay appropriate civil monetary damages.
The SEC Complaint also seeks orders permanently prohibiting Gary and Steven
Singer from serving as officers
or directors of any public company and disgorgement from certain Singer family
members and entities of amounts representing the alleged profits received
by such defendants pursuant to the alleged frauds.  In February 1993,
the court granted a motion staying all proceedings in connection with this
matter pending completion of

                                      8


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

the  criminal case. On January 24, 1994,  the Court lifted the stay and directed
the defendants to file  answers to the SEC  Complaint. The Company is  currently
involved  in settlement negotiations with the SEC. At this time, there can be no
assurance these negotiations will be successfully concluded.
 
The imposition  of  monetary penalties  upon  the Company  as  a result  of  the
criminal  convictions  or in  connection  with the  matters  alleged in  the SEC
Complaint, as well  as the  incurrence of  any additional  defense costs,  could
exacerbate,  possibly materially, the Company's  liquidity problems and its need
to raise funds. See Item 2 "Capital Resources and Liquidity."
 
The Company is named as a  nominal defendant in a shareholder derivative  action
entitled  Harry Lewis  and Gary  Goldberg v. Gary  A. Singer,  Steven G. Singer,
Arthur C. Bass,  Joseph C.  Feghali, Warren J.  Keegan, Robert  S. Holcombe  and
Robert S. Weiss, which was filed on May 27, 1992 in the Court of Chancery, State
of  Delaware,  New Castle  County. On  May 29,  1992, another  plaintiff, Alfred
Schecter, separately filed  a derivative  complaint in  Delaware Chancery  Court
that  was essentially identical  to the Lewis and  Goldberg complaint. Lewis and
Goldberg  later  amended  their  complaint,  and  the  Delaware  Chancery  Court
thereafter consolidated the Lewis and Goldberg and Schecter actions as In re The
Cooper Companies, Inc. Litigation, Consolidated C.A. 12584, and designated Lewis
and  Goldberg's amended complaint as the operative complaint (the "First Amended
Derivative Complaint").  The  First  Amended Derivative  Complaint  alleges that
certain directors of the Company and Gary A. Singer, as Co-Chairman of the Board
of  Directors,  caused or  allowed the  Company to be a  party to  the  "trading
scheme" that was the subject of the  Indictment.  The First  Amended  Derivative
Complaint also  alleges that the defendants violated their  fiduciary  duties to
the Company by not vigorously investigating the allegations of securities fraud.
The First  Amended  Derivative  Complaint  requests  that the  Court  order  the
defendants (other than  the Company) to pay damages and expenses to the  Company
and  certain  of  the  defendants  to  disgorge their profits to the Company. On
October 16, 1992, the defendants moved to dismiss the First  Amended  Derivative
Complaint on grounds that such Complaint fails to comply with  Delaware Chancery
Court Rule 23.1 and that Count III of the  First  Amended  Derivative  Complaint
fails to state a claim. The Company has been advised by the individual directors
named as  defendants that they believe they have  meritorious  defenses to  this
lawsuit  and  intend  vigorously to defend  against the allegations in the First
Amended  Derivative Complaint.
 
The  Company  was  named  as  a nominal  defendant  in  a  purported shareholder
derivative action entitled Bruce D. Sturman v. Gary A. Singer, Steven G. Singer,
Brad C. Singer, Martin Singer,  John D. Collins II,  Back Bay Capital, Inc.,  G.
Albert  Griggs, Jr.,  John and  Jane Does 1-10  and The  Cooper Companies, Inc.,
which was filed on May 26, 1992 in  the Supreme Court of the State of New  York,
County  of  New York.  The plaintiff,  Bruce  D. Sturman,  a former  officer and
director of the  Company, alleged  that Gary A.  Singer, as  Co-Chairman of  the
Board  of Directors, and various members of the Singer family caused the Company
to make improper payments to alleged third-party co-conspirators, Messrs. Griggs
and Collins,  as  part of  the  "trading scheme" that  was the  subject  of  the
Indictment.  The complaint requested that the  Court order the defendants (other
than the  Company)  to  pay  damages and  expenses  to  the  Company,  including
reimbursement of payments made by the Company to Messrs. Collins and Griggs, and
to  disgorge their profits to  the Company. Pursuant to  its decision and order,
filed August 17,  1993, the  Court dismissed this  action under  New York  Civil
Practice  Rule 327(a). On  September 22, 1993,  the plaintiff filed  a Notice of
Appeal.

                                      9


<PAGE>
             THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

On  September 2,  1993, a  patent infringement  complaint was  filed against the
Company in the United States District Court for the District of Nevada captioned
Steven P. Shearing v. The Cooper Companies, Inc. On or about that same day,  the
plaintiff  filed twelve additional complaints,  accusing at least fourteen other
defendants of infringing  the same patent.  The patent in  these suits covers  a
specific  method of implanting an intraocular  lens into the eye. Until February
1989, the Company  manufactured intraocular lenses  and ophthalmic  instruments,
but  did not engage in  the implantation of such  lenses. Subsequent to February
1989, the Company  was not  involved in the  manufacture, marketing  or sale  of
intraocular  lenses. The Company  denies the material  allegations of Shearing's
complaint and will vigorously defend itself.
 
See Part II, Item 1 herein for a discussion of certain other litigations.
 
NOTE 4. TEMPORARY INVESTMENTS
 
Temporary investments consist of current  marketable equity and debt  securities
carried  at the lower of aggregate cost or market at the balance sheet date with
unrealized losses  included  in  investment  income, net  in  the  statement  of
consolidated  operations.  Gains  or losses  realized  upon sale  (based  on the
first-in, first-out method) and write-downs necessitated by other than temporary
declines in  value for  all securities  and investments  are also  reflected  in
investment income, net.
 
As  of January 31, 1994  and October 31, 1993,  aggregate cost and market value,
and gross unrealized gains and losses  for current marketable securities are  as
follows:



<TABLE>
<CAPTION>
                                   January 31, 1994              October 31, 1993
                                -----------------------      ------------------------
                                  Equity        Debt           Equity         Debt
                                Securities   Securities      Securities    Securities
                                ----------   ----------      ----------    ----------
                                                   (In thousands)
<S>                             <C>          <C>             <C>           <C>
Aggregate cost or carrying
   value . . . . . . . . . . . .  $ 6,786         $1          $ 4,937        $2,651
Aggregate market value . . . . .    5,441          1            4,428         2,010
Gross unrealized gains . . . . .       42          -                -           163
Gross unrealized losses  . . . .    1,387          -              509           804
</TABLE>



     As  of February 28, 1994, the net unrealized loss of the current marketable
securities portfolio was approximately $1,598,000. The Company had no securities
transactions, and, therefore, no realized gain or loss in the month of February,
1994.
 
     Included in investment  income (loss),  net in  the consolidated  condensed
statement  of operations for each of the three months ended January 31, 1994 and
1993 are unrealized gains (losses)  of ($195,000) and $1,461,000,  respectively,
on current marketable securities. Also included in investment income (loss), net
for  the three  months ended January  31, 1994  and 1993 are  net realized gains
(losses) of ($277,000)  and $1,012,000, respectively,  on marketable equity  and
debt  securities. The combined  impact of the  aforementioned net unrealized and
realized gains (losses) for each of the three months ended January 31, 1994  and
1993 was a net gain (loss) of ($472,000) and $2,473,000, respectively.


                                      10


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

Interest income for each of the three months ended January 31, 1994 and 1993 was
$121,000 and $1,204,000, respectively, and is included in investment income
(loss), net.

NOTE 5.  INVENTORIES

Inventories are stated at the lower of cost, determined on a first-in,
first-out or average cost basis, or market.

The components of inventories are as follows:



<TABLE>
<CAPTION>
                          January 31,          October 31,
                             1994                 1993    
                          -----------          -----------
                                     (In thousands)
<S>                       <C>                  <C>
     Raw materials          $ 3,355              $ 3,958
     Work-in-process            804                  865
     Finished goods           9,940               10,164
                          ---------            ---------
                            $14,099              $14,987
                          ---------            ---------
                          ---------            ---------
</TABLE>




NOTE 6.  INCOME TAXES


Statements  of Financial  Accounting Standards  No. 109, "Accounting for Income
Taxes" (FAS  109) was issued  by the  Financial  Accounting Standards  Board  in
February  1992. Under  FAS 109,  the Company  recognizes income  taxes under the
liability method of accounting for  income taxes. The liability method  measures
the  expected tax impact  of future taxable income  or deductions resulting from
differences in the tax and financial  reporting bases of assets and  liabilities
reflected  in  the consolidated  balance sheet  and the  expected tax  impact of
carryforwards for tax purposes. A valuation allowance is to be recorded  against
those  tax assets when it is "more  likely than not" (as such characterization
is defined in FAS 109) that the benefit will not be realized.
 
FAS 109 was adopted  in the first  quarter of fiscal 1994.  The adoption had  no
impact  on pretax income  from continuing operations.  No benefit was recognized
for operating loss and tax credit carryforwards since the net deferred tax asset
was fully offset by a valuation allowance.
                                      11


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements
                             (Unaudited)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
January 31, 1994 are presented below:



<TABLE>
<CAPTION>
                                                           (In Thousands)
<S>                                                        <C>
    Deferred tax assets:
      Accounts receivable, principally due to
       allowance for doubtful accounts                         $ 1,061
      Inventories, principally due to obsolescence reserve         943
      Investments, principally due to unrealized losses            521
      Accrued liabilities, principally due to litigation
       reserves                                                  5,500
      Net operating loss carryforwards                          82,238
      Tax credit carryforwards                                   2,455
      Other                                                        158
                                                               -------
         Total gross deferred tax assets                        92,876

         Less Valuation allowance                               85,341
                                                               -------

         Net deferred tax assets                                 7,535
                                                               -------
    Deferred tax liabilities:
      Plant and equipment, principally due to purchase
       accounting adjustments                                   (7,137)
      Other                                                     (  398)
                                                               -------
         Total gross deferred tax liabilities                   (7,535)
                                                               -------
         Net deferred tax assets                               $     0
                                                               -------
                                                               -------
</TABLE>




The valuation allowance for deferred tax assets as of November 1, 1993 was
$84,848,000. The net change in the total valuation allowance for the quarter
ended January 31, 1994 was an increase of $493,000.

Subsequently recognized tax benefits relating to the valuation allowance
for deferred tax assets as of January 31, 1994 will be allocated as follows:



<TABLE>
<CAPTION>
                                                           (In Thousands)
<S>                                                        <C>
    Income tax benefit that would be reported in the
      consolidated statement of earnings                       $80,956
    Goodwill and other noncurrent intangible assets              4,385
                                                               -------
                                                               $85,341
                                                               -------
                                                               -------
</TABLE>




At January 31, 1994 the Company had net operating loss carryforwards of
approximately $242,000,000 available to offset future taxable income.  An
additional $1,907,000 is available in future periods as accrued expenses
become deductible.  The Company also has tax credit carryforwards of
$2,455,000 available to reduce future tax liabilities.  The net operating
loss and credit carryforwards expire commencing in 1999.

                                      12




<PAGE>


            THE COOPER COMPANIES, INC. AND SUBSIDIARIES

 
     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations

References to Note numbers below are references to the Notes to Consolidated
Condensed Financial Statements of the Company located in Item 1. herein.
  
                    Capital Resources & Liquidity

On January 6, 1994, the Company completed an Exchange Offer and Consent
Solicitation, the terms of which are described in Note 2, pursuant to which the
Company issued approximately $22,000,000 aggregate principal amount of 10%
Senior Subordinated Secured Notes due 2003 (the "Notes") and paid approximately
$4,350,000 in cash in exchange for approximately $30,000,000 aggregate principal
amount of its 10 5/8% Convertible Subordinated Reset Debentures due 2005
(the "Debentures").

In connection with the Exchange Offer and Consent Solicitation, the Company
amended the indenture governing the Debentures (the "Indenture") to, among
other things, eliminate a covenant, with which the Company was not in
compliance, requiring the Company to repurchase Debentures.  The Company
also obtained a waiver (the "Waiver")
of any and all Defaults and Events of Default (as such terms are defined in the
Indenture) that occurred or may have occurred prior to the expiration of the
Exchange Offer and Consent Solicitation at 5:00 p.m., Eastern Standard Time, on
January 6, 1994 (the "Expiration Date"), to ensure that the Debentures could
not be accelerated based upon any actions, omissions or events, whether known
or unknown, that occurred or that may have occurred on or prior to the
Expiration Date and that could have been construed to be Defaults or Events
of Default (as defined in the Indenture). 

As a result of the consummation of the Exchange Offer and Consent Solicitation,
the Company has increased its operating and financial flexibility by rendering
less onerous or eliminating various restrictions and obligations previously
imposed by the Indenture.  The Exchange Offer and Consent Solicitation further
benefited the Company by reducing the Company's total indebtedness and by
decreasing the Company's future interest expense.  However, the amendments
to the terms of the Debentures also reduced the conversion price at which
holders may convert Debentures into shares of the Company's common stock
from $27.45 to $5.00 (which amount is still substantially in excess of the
current price of the Company's common stock).

During the first quarter of 1994, the Company experienced a net loss of
$5,150,000, which resulted in the Company's stockholders' equity moving
into a deficit position. 
These losses, a large portion of which reflect legal fees and other costs
related to the recent criminal trial and SEC matters (see Note 3), together
with costs associated with the above-mentioned Exchange Offer, resulted in
a decrease of $4,252,000 in the Company's cash and cash equivalents.
The Company currently anticipates that, at least during the remainder of fiscal
1994, it is likely to experience net cash outflows primarily as a result of
continued legal and other costs
associated with pending litigation, research and development costs of
CooperVision Pharmaceuticals, Inc. and certain penalties that may be imposed
upon the Company, as discussed below.  The Company needs to raise funds through
borrowings or other financings or sales of assets.  As described in Note 3, the
Company has been convicted of six counts of mail fraud and one count of wire
fraud based upon the conduct of its former co-Chairman, Gary Singer.  The
maximum penalty which could be imposed on the Company is the greatest of
$500,000 per count, twice the gross gain
derived from each count or twice the gross loss suffered by the victim of
each count and, in addition, the court could impose a fine equal to restitution.
The Company is also the subject of the SEC Complaint alleging violations of
the federal securities laws by the Company, Gary Singer and
Steven Singer (the Company's 

                                      13


<PAGE>
              THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations


Executive Vice President and Chief Operating Officer and Gary Singer's brother),
as described in Note 3. The imposition of monetary penalties upon the Company as
a result of the criminal conviction or in connection with the matters alleged in
the  SEC  Complaint,  as  well as  additional  defense  costs  could exacerbate,
possibly materially,  the Company's  liquidity problems  and its  need to  raise
funds.  Given  the  Company's  current  financial  condition,  there  can  be no
assurance that the Company will be successful in raising the funds which may  be
required.  The  Independent  Auditors'  report  on  the  Company's  consolidated
financial statements for  the fiscal year  ended October 31,  1993 contains  the
following statement:
 
"The  accompanying  financial statements  have been  prepared assuming  that the
Company will continue as  a going concern. During  the past three fiscal  years,
the  Company  has  suffered  significant  losses  and  negative  cash  flows. In
addition, as discussed  in Note 18  to the financial  statements the Company  is
exposed  to  contingent  liabilities  related to  a  criminal  conviction  and a
Securities and Exchange Commission action. Such losses, negative cash flows, and
contingent liabilities raise  substantial doubt about  the Company's ability  to
continue as a going concern. The consolidated financial statements and financial
statement  schedules do not  include any adjustments that  might result from the
outcome of these uncertainties."
 
In light of the foregoing, even with the successful consummation of the Exchange
Offer and Consent Solicitation, there can be no assurance that the Company  will
not  face severe liquidity problems  or that the Company  could not be forced in
the future  to  seek  protection  under the  Bankruptcy  Code.  The  Company  is
currently  exploring numerous  alternatives for raising  cash, including selling
off its temporary investments, sales  and leasebacks, debt financing,  factoring
and  out licensing  rights to  Verapamil, outside  of North  America. Verapamil,
which   is   presently   completing   Phase   III   testing,   is   CooperVision
Pharmaceuticals'  compound patented for the treatment of ocular hypertension and
other symptoms of glaucoma. There can be  no assurance that the Company will  be
successful in raising adequate cash through these activities.
 
                             Results of Operations
 
Three Months Ended January 31, 1994 Compared with Three Months Ended January 31,
1993.
 
Net Service Revenue: Net service revenue consists of the following:

<TABLE>
<CAPTION>
                                Three Months Ended      %
                                    January 31,      Increase
                                 1994      1993     (Decrease)
                                -------   -------   ----------
                                  (In Thousands)
<S>                             <C>       <C>       <C>
  Net patient revenue           $10,531   $11,928     (12%)
  Management fees                   500       500      --
                                -------   -------
                                $11,031   $12,428     (11%)
                                -------   -------
                                -------   -------
</TABLE>


                                      14


<PAGE>


            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations


Net  Patient Revenue: Net patient revenue decreased by $1,397,000 or 12% vs. the
first quarter of  1993. Revenues  have been  pressured by  the current  industry
trend towards increased managed care, which results in decreased daily rates and
declines in average lengths of stay. Management is endeavoring to mitigate those
pressures  by  increasing the  number  of admissions  to  its hospitals,  and by
providing outpatient and other ancillary services outside of its hospitals.
 
Management Fees: On  May 29,  1992, PSG  Management, Inc. ("PSG Management"),  a
subsidiary  of  the  Company, entered  into  a management  agreement  with three
indirect subsidiaries of Nu-Med, Inc. ("Nu-Med"), under which PSG Management  is
managing  three additional  hospitals owned  by such  subsidiaries which  have a
total of 220 licensed beds. Under the management agreement, PSG Management is to
receive a management  fee of  $6,000,000 payable in  equal monthly  installments
over  the three-year term of the  agreement. The management agreement is jointly
and severally guaranteed by Nu-Med  and its wholly-owned subsidiary  PsychGroup,
Inc.,  the  parent  of  the  contracting  subsidiaries  which  own  the  managed
facilities. On January 6, 1993,  Nu-Med (but not any  of its direct or  indirect
subsidiaries)  filed a voluntary petition under  Chapter 11 of the United States
Bankruptcy Code. Neither the Company nor any of its affiliates filed a proof  of
claim in the Nu-Med Chapter 11 proceeding, and the bar date (the time for filing
proofs  of claims)  has passed.  However, none  of the  Nu-Med subsidiaries have
filed under Chapter 11, and the Nu-Med subsidiaries have paid the management fee
on a timely basis, although representatives of Nu-Med and its subsidiaries  have
alleged  in writing  that PSG  Management has  breached the  management services
agreement (which  contention  PSG  Management  vigorously  disputes).  Moreover,
Nu-Med's  Proposed Disclosure Statement to accompany  its Second Amended Plan of
Reorganization, filed with the  United States Bankruptcy  Court for the  Central
District  of California, indicates that  PsychGroup is commencing performance of
certain administrative  functions  performed by  PSG  Management on  a  parallel
basis.
 
Net  Sales  of  Products:  Net  sales of  products  increased  by  $1,944,000 or
approximately 20%.


<TABLE>
<CAPTION>
                                Three Months Ended      %
                                    January 31,      Increase
                                 1994      1993     (Decrease)
                                -------   -------   ----------
                                  (In Thousands)
<S>                             <C>       <C>       <C>
  CooperVision                  $ 8,560   $ 6,013      42%
  CooperSurgical                  3,249     3,704     (12%)
  CooperVision Pharmaceuticals       67       215     (69%)
                                -------   -------
                                $11,876   $ 9,932      20%
                                -------   -------
                                -------   -------
</TABLE>



Net sales of CooperVision increased primarily due to the April 1, 1993
acquisition of CoastVision, Inc. ("CoastVision"), a manufacturer of custom
toric contact lenses for use by patients with astigmatic vision. As anticipated,
CooperVision's sales mix has continued to shift towards daily wear and frequent
replacement products, as well as specialty products, and away from extended
wear products.  The Company considers itself to be well positioned to compete
successfully in specialty niches of the contact lens market, particularly
with its Preference'r' line of frequent replacement lenses and its
line of custom toric lenses.

                                      15

<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations


Net  sales  of CooperSurgical  declined  primarily due  to  slower sales  of its
surgical systems used  in the Loop  Electrosurgical Excision Procedure ("LEEP"),
which is used diagnostically and operatively in the treatment of cervical cancer
and  other  indications  in gynecology.  This  decline was  partially  offset by
increased sales of the  Company's LEEP disposable products  and the launch of  a
line  of instruments  for various laparoscopic  (minimally invasive) procedures.
The acceptance  of  minimally  invasive  procedures and  the  expansion  of  the
minimally  invasive surgical market  has provided continued  customer demand for
CooperSurgical's products. Such products  are subject to substantial  government
regulation and to competition from a large number of competitors.
 
Net sales of CooperVision Pharmaceuticals have declined primarily as a result of
the sale of the EYEscrubTM product line on February 12, 1993.
 
Cost  of  Services Provided:  Cost of  services provided  represents all  of the
operating  costs  (other  than  allocations  from  the  Company's  headquarters)
incurred  by  HGA in  generating  its net  patient  revenues and  management fee
revenue. The results of subtracting cost  of services provided from net  service
revenue  is a profit of $1,192,000 or 10.8%  of net service revenue in the first
quarter of 1994  and $1,441,000 or  11.6% of  net service revenue  in the  first
quarter of 1993. The decreased percentage of profit is primarily attributable to
a  lower than expected number of patient  days at the hospitals operated by HGA,
exacerbated by lower daily rates.
 
Cost of Products Sold: Gross profit (net sales of products less cost of products
sold) as a percentage of net sales of products ("margin") was as follows:


<TABLE>
<CAPTION>
                                First Quarter Margin %
                                ----------------------
                                   1994        1993
                                   ----        ----
<S>                                <C>         <C>
  CooperVision                      71          66
  CooperSurgical                    51          55
  Consolidated                      65          61
</TABLE>



Margin  for CooperVision has increased due to the realization of efficiencies in
manufacturing as well as the impact  of cost reduction measures associated  with
downsizing.  Also,  the  inclusion  of higher  margin  CoastVision  products has
resulted in  a favorable  product  mix. The  margin decrease  at  CooperSurgical
reflects  increased sales of  endoscopic products used  in laparoscopic surgical
procedures and  sales to  international distributors,  each of  which  generates
lower margins than CooperSurgical's other products.
 
Research  and  Development  Expense:  Research  and  development  expenses  were
$1,156,000 and $714,000 in three month periods ended January 31, 1994 and  1993,
respectively.  The increase  is primarily attributable  to increased development
activity related to  CooperVision Pharmaceuticals' calcium  channel blocker  now
completing Phase III clinical studies, partially offset by a decline in research
and development project expenses in the CooperSurgical business unit.
                                      16


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations

Selling, General and Administrative Expense: Selling, general and administrative
(SG&A) expenses by business unit and corporate were as follows:



<TABLE>
<CAPTION>
                                      Three Months Ended          %
                                          January 31,          Increase 
                                        1994        1993      (Decrease) 
                                      -------     -------     ----------
                                        (In Thousands)
        <S>                           <C>         <C>         <C>
        CooperVision                  $ 3,403     $ 2,735         24%

        CooperSurgical                  1,477       2,335        (37%)

        CooperVision Pharmaceutical       118         247        (52%)

        Corporate/Other                 3,766       6,184        (39%)
                                      -------     -------
                                      $ 8,764     $11,501        (24%)
                                      -------     -------
                                      -------     -------
</TABLE>



<PAGE>
     SG&A  expenses have  decreased 24% for  the comparable  three month periods
largely as a  result of the  Company's settlement of  breast implant  litigation
costs  and  benefits related  to restructuring  costs  for the  consolidation of
CooperSurgical  facilities  and   related  reorganization  costs.   CooperVision
Pharmaceuticals'  SG&A expenses have  decreased as a  result of the  sale of the
EYEscrubTM product line  on February  12, 1993. Offsetting  these decreases  are
increased  SG&A  expenses  of  CooperVision  as  a  result  of  the  CoastVision
acquisition on April 1, 1993.
 
     Settlement of Disputes: In the first quarter of 1994, the Company  recorded
the following items related to settlement of disputes:
 
     A  credit of $850,000 following  receipt of funds by  the Company to settle
certain claims made by the Company associated with a real estate transaction.
 
     A charge of  $2,800,000 which  represents the Company's  estimate of  costs
which  may  be required  to settle  certain disputes  and other  litigations now
pending.
 
     Debt Restructuring  Costs:  In the  fourth  quarter of  1993,  the  Company
recorded a charge of $2,131,000 for debt restructuring costs which reflected the
Company's  estimate of transaction costs associated  with the Exchange Offer and
Consent Solicitation. See  Note 2. These  costs included amounts  paid or to  be
paid  to the Company's  attorneys, accountants and  financial advisor, printer's
fees, fees of  the financial  advisor to the  informal committee  of holders  of
Debentures and its attorneys, and fees of the Information Agent and the Exchange
Agent.  In the  first quarter  of 1994, the  Company has  recorded an additional
charge of $429,000 to refine the estimate.
 
     Investment Income,  Net: Included  in investment  income, net  is  interest
income  of $121,000 and $1,204,000  for the three months  ended January 31, 1994
and 1993, respectively.  The decrease  primarily reflects the  Company's use  of
cash  for operating purposes,  the acquisition of CoastVision  on April 1, 1993,
and a shift in
                                      17


<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES
      Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations

investment  strategy towards  instruments with  lower risk  and correspondingly,
lower returns. Also included in investment income, net are net gains (losses) on
temporary investments of ($472,000)  and $2,473,000 for  the three months  ended
January 31, 1994 and 1993, respectively. See Note 4.
 
Gain  on Sales of Assets and Businesses, Net:  In the first quarter of 1994, the
Company sold two parcels of land for cash and notes for a net gain of  $134,000.
The  Company also  sold its  EYEscrubTM trademark  in Canada  for a  net gain of
$80,000.
 
Other Income, Net:  Other income,  net was $35,000  and $245,000  for the  three
months  ended  January 31,  1994 and  1993, respectively.  Other income  in 1993
primarily includes consent fees, extension  fees and collection fees related  to
the Company's temporary investment activity.
 
Interest  Expense: The  decrease in  interest expense  for the  comparable three
month periods is  due to  the reduction of  debt of  HGA and the  effect of  the
Exchange Offer and Consent Solicitation described in Note 2.
 
Provision  for Income Taxes:  The provision for  income taxes in  both the three
months ended January 31, 1994 and 1993 reflect state income and franchise taxes.
See Note 6.
 
Extraordinary Items: The extraordinary item  for the three months ended  January
31,  1993 reflects an extraordinary gain of  $924,000, or $.03 per common share,
on the purchase by the Company of $4,846,000 principal amount of its  Debentures
in November 1992.
 
Earnings  Per Share: Earnings per share are based on the weighted average number
of common  and  common  equivalent  shares  outstanding  during  the  respective
periods, after deducting preferred dividends from earnings.

                                      18





<PAGE>


 
                   PART II - OTHER INFORMATION 


Item 1.  Legal Proceedings


The  Company is a defendant in a number of legal actions relating to its past or
present business in which plaintiffs are seeking damages.
 
For a description of  the Indictment and  the SEC Complaint, See  Note 3 of  the
Notes to Consolidated Financial Statements in Part I, Item 1 of this report.
 
The  Company was  named in  an action  entitled Bruce  D. Sturman  v. The Cooper
Companies, Inc. and Does 1-100, Inclusive, first brought on July 24, 1992 in the
Superior Court in  the State  of California,  Los Angeles,  County. Mr.  Sturman
alleged  that his suspension  from his position  as Co-Chairman of  the Board of
Directors constituted,  among  other  things,  an  anticipatory  breach  of  his
employment  agreement.  On  May 14,  1993,  Mr.  Sturman filed  a  First Amended
Complaint in the Superior Court of  the State of California, County of  Alameda,
Eastern  Division,  the  jurisdiction  to  which  the  original  case  had  been
transferred. In  the  Amended  Complaint,  Mr. Sturman  alleged  that  by  first
suspending  and  then  terminating him  from  his position  as  Co-Chairman, the
Company breached his employment agreement, violated provisions of the California
Labor Code, wrongfully terminated  him in violation  of public policy,  breached
its  implied covenant of good  faith and fair dealing,  defamed him, invaded his
privacy and  intentionally  inflicted  emotional  distress,  and  was  otherwise
fraudulent,  deceitful and  negligent. The  Amended Complaint  seeks declaratory
relief, damages  in the  amount of  $5,000, treble  and punitive  damages in  an
unspecified amount, and general, special and consequential damages in the amount
of at least $5,000,000. In March 1993, the Court ordered a stay of all discovery
in  this action  until further  order of  the Court  and thereafter  scheduled a
conference for January  14, 1994 to  review the  status of the  stay. The  Court
subsequently  modified the stay  to permit the  taking of the  deposition of one
witness who will not be  available to testify at  trial. On September 24,  1993,
Mr.  Sturman filed a  Second Amended Complaint, setting  forth the same material
allegations and seeking the same  relief and damages as  set forth in the  First
Amended  Complaint. On January  7, 1994, the Company  filed an Answer, generally
denying all of the allegations in the Second Amended Complaint, and also filed a
Cross-Complaint against Mr. Sturman. On January 14, 1994, the Court continued in
place the stay on  all discovery and scheduled  a case management conference  to
review  the status of the  stay. At that conference,  held in February 1994, the
stay on  discovery  was  lifted and  trial  was  set for  October  21,  1994.  A
settlement  conference was held that same day, however, no agreement was reached
and no  further  discussions  were  scheduled.  Based  on  management's  current
knowledge  of the facts and circumstances surrounding Mr. Sturman's termination,
the Company  believes that  it  has meritorious  defenses  to this  lawsuit  and
intends  to  defend vigorously  against the  allegations  in the  Second Amended
Complaint.
 
In two virtually identical actions, Frank H. Cobb, Inc. v. The Cooper Companies,
Inc., et al  and Arthur  J. Korf  v. The Cooper  Companies, Inc.,  et al,  class
action  complaints  were  filed in  the  United  States District  Court  for the
Southern District of New  York in August 1989,  against the Company and  certain
individuals  who served as  officers and/or directors of  the Company after June
1987. In their Fourth Amended Complaint filed in September 1992, the  plaintiffs
allege that they are bringing the
                                      19


<PAGE>
                    PART II - OTHER INFORMATION 

actions on their own behalf and as class actions on behalf of a class consisting
of  all  persons who  purchased or  otherwise acquired  shares of  the Company's
common stock  during the  period May  26, 1988  through February  13, 1989.  The
amended  complaints seek an undetermined  amount of compensatory damages jointly
and severally against all  defendants. The complaints,  as amended, allege  that
the  defendants knew  or recklessly  disregarded and  failed to  disclose to the
investing public material adverse information about the Company. Defendants  are
accused  of having allegedly failed to disclose, or delayed in disclosing, among
other things: (a) that  the allegedly real reason  the Company announced on  May
26, 1988 that it was dropping a proposed merger with Cooper Development Company,
Inc.  was because the Company's  banks were opposed to  the merger; (b) that the
proposed sale of Cooper Technicon, Inc., a former subsidiary of the Company, was
not pursuant to a definitive sales agreement but merely an option: (c) that such
option required the  approval of  the Company's  debentureholders and  preferred
stockholders;   (d)  that   the  approval   of  such   sale  by   the  Company's
debentureholders and  preferred stockholders  would  not have  been  forthcoming
absent  extraordinary expenditures  by the  Company; and  (e) that  the purchase
agreement between the Company and Miles, Inc. for the sale of Cooper  Technicon,
Inc.  included substantial penalties to  be paid by the  Company if the sale was
not consummated  within certain  time limits  and  that the  sale could  not  be
consummated within those time limits. The amended complaints further allege that
the  defendants are liable  for having violated Section  10(b) of the Securities
Exchange Act and Rule 10(b)-5 thereunder and having engaged in common law fraud.
Based  on  management's  current  knowledge  of  the  facts  and   circumstances
surrounding the events alleged by plaintiffs as giving rise to their claims, the
Company  believes that it has meritorious defenses to these lawsuits and intends
vigorously to  defend against  the allegations  in the  amended complaints.  The
parties  are  engaged  in  settlement negotiations;  however,  there  can  be no
assurances that these discussions will be successfully concluded.
 

Item 2. Changes in Securities
 
On January  6, 1994,  the  Company consummated  an  Exchange Offer  and  Consent
Solicitation  in which it  issued approximately $22,000,000  principal amount of
Notes and paid approximately $4,350,000 in cash ($725 principal amount of  Notes
and  $145 in cash for each $1,000 principal amount of Debentures in exchange for
approximately $30,000,000  aggregate  principal  amount of  Debentures  (out  of
$39,384,000  aggregate  principal  amount then  outstanding).  The  Company also
obtained, pursuant to the Exchange  Offer and Consent Solicitation, consents  of
the holders of Debentures to (i) certain proposed amendments to the Indenture to
the  Debentures and (ii) a waiver of any defaults under the Indenture. Following
the exchange, approximately $9,400,000 aggregate principal amount of  Debentures
remain outstanding.
 
On  January 6, 1994, after receiving consents  from holders of a majority of the
outstanding principal  amount of  Debentures not  owned by  the Company  or  its
affiliates,  the Company and the Trustee under the Indenture executed the Second
Supplemental Indenture effecting  the proposed amendments,  which eliminated  or
modified various covenants in the Indenture, as described below.
 
The Notes bear interest from September 1, 1993 at a rate equal to 10% per annum.
(Interest accrued from September 1, 1993 was not paid on Debentures tendered and
accepted  pursuant to the Exchange Offer  and Consent Solicitation.) Interest on
the Notes is payable quarterly on each March 1, June 1, September 1 and December
1, commencing March 1, 1994.  The Notes are redeemable  solely at the option  of
the
                                      20


<PAGE>
                    PART II - OTHER INFORMATION 

Company,  in whole or in part, at any  time, at a redemption price equal to 100%
of their principal amount, together with accrued and unpaid interest thereon  to
the  redemption  date.  The Company  is  not  required to  effect  any mandatory
redemptions or make any sinking fund payments with respect to the Notes,  except
in connection with certain sales or other dispositions of, or certain financings
secured  by the  collateral securing the  Notes. Pursuant to  a pledge agreement
dated as of January 6, 1994, between the Company and the trustee for the holders
of the Notes, the Company has pledged a first priority security interest in  all
of  its  right,  title  and  interest in  stock  of  its  subsidiaries,  HGA and
CooperSurgical, all additional shares of stock of, or other equity interests  in
HGA  and  CooperSurgical  from  time  to  time  acquired  by  the  Company,  all
intercompany indebtedness of HGA  and CooperSurgical from time  to time held  by
the  Company, and except as set forth  in the indenture governing the Notes, the
proceeds received from the sale or disposition  of any or all of the  foregoing.
The Notes rank senior in right of payment to the Debentures but are subordinated
in  right of payment to  all Senior Debt (as  defined in the indenture governing
the Notes),  except with  respect  to the  collateral  securing the  Notes.  The
indenture governing the Notes contains covenants that, among other things, limit
the   ability  of  the   Company  and  its   subsidiaries  to  incur  additional
indebtedness, make Restricted  Payments (as  defined in  such indenture),  enter
into   certain  transactions  with  affiliates  and  incur  senior  subordinated
indebtedness and  limit  the  ability  of HGA  and  its  subsidiaries  to  incur
additional indebtedness. A full description of the pledge agreement and terms of
the  indenture  governing the  Notes is  included in  the Company's  Amended and
Restated Offer  to Exchange  and  Consent Solicitation  filed  with the  SEC  on
December 15, 1993.
 
The  following  is a  summary  of certain  changes  to the  Indenture  that were
effected by the  Second Supplemental Indenture.  The following description  does
not  purport to be complete and is qualified in its entirety by reference to the
Indenture and  the Second  Supplemental Indenture.  Capitalized terms  have  the
meanings set forth in the Indenture or the Second Supplemental Indenture.
 
Amendment of Covenant Limiting Restricted Payments
 
Subject  to  certain  exceptions,  under the  covenant  entitled "Limitation on
Restricted Payments" (Section 4.04), the Company was permitted to make
Restricted Payments only to  the extent that  the aggregate amount  of all such
Restricted Payments  subsequent to July 31, 1989 (the  "Statement Date"), did
not exceed the sum of (i) 50% of  the aggregate Consolidated Net  Income of
the Company  earned subsequent   to  the  Statement  Date  or  100%  of  any
aggregate  deficit  in Consolidated Net Income, (ii)  the aggregate net
proceeds  from the issuance  or
sale  (other  than  to a  Subsidiary  or  Affiliate of  the  Company)  after the
Statement Date of certain capital stock of the Company, (iii) the aggregate  net
proceeds  from the issuance or sale (other  than to a Subsidiary or Affiliate of
the Company) subsequent to the Statement  Date of certain Indebtedness that  was
thereafter  converted  into  capital stock  of  the  Company and  (iv)  upon the
conversion of the Debentures pursuant to their terms, the lesser of (A) the fair
market value of the Common Stock issued therefor or (B) the principal amount  of
Debentures  so converted.  The Company  was unable  to make  Restricted Payments
pursuant to the foregoing  formula. In addition, the  Company could not pay  any
dividend  or make any distributions on its  capital stock (other than in certain
types of capital stock) unless certain additional conditions were met, including
that the Board of Directors of the Company must have received the opinion of  an
investment  banking  firm  of national  reputation  to  the effect  that  such a
dividend or  distribution  is in  the  best interests  of  the Company  and  its
stockholders. The Second Supplemental

                                      21


<PAGE>
                    PART II - OTHER INFORMATION 


Indenture  amended the  covenant to  conform such  covenant to  the more lenient
covenant in the  indenture to the  Notes and thereby  allows certain  Restricted
Payments to occur, including payment of cash dividends on the Company's Series B
Preferred  Stock  and dividends  or  distributions payable  in  Equity Interests
issued by a Subsidiary of the Company;  provided, however, that, as of the  date
of  each dividend or distribution paid, the aggregate amount of Equity Interests
of each Subsidiary of the Company  being paid in such dividend or  distribution,
when  added to the aggregate  amount of all Equity  Interests of such Subsidiary
previously paid in  all dividends  or distributions pursuant  to this  exception
since  January 6, 1994, shall not exceed 20% of the outstanding Equity Interests
of such Subsidiary.
 
Amendment of Covenant Limiting Incurrence of Additional Indebtedness
 
The Second Supplemental Indenture amended  the covenant entitled "Limitation  on
Indebtedness" (Section 4.10), which limited the  ability of the Company to incur
additional indebtedness unless a specified Cash Flow Coverage Ratio was met. The
Second Supplemental Indenture permits the  Company to incur substantial  amounts
of  additional Indebtedness. For example,  among other Indebtedness, the Company
and its subsidiaries (other than HGA and its subsidiaries) will be able to incur
additional Indebtedness of up to $50,000,000 at any one time outstanding and  to
incur,  without any restriction  as to amount,  Purchase Money Indebtedness. The
Second Supplemental Indenture will  not restrict HGA  and its subsidiaries  from
incurring Indebtedness.
 
Deletion of Maintenance of Adjusted Net Worth Covenant
 
The  Second Supplemental Indenture deletes the covenant entitled "Maintenance of
Adjusted Net Worth" (Section 4.09), which provided that if the Company's
Adjusted Net Worth at the end of each of any two consecutive fiscal quarters
was equal to or less than $41,500,000, the  Company would have to  make an
offer to  purchase $15,000,000  principal amount of
the Debentures at a purchase price equal to the
optional  redemption  price  then  in  effect  pursuant  to  the  terms  of  the
Debentures,  plus accrued  interest to  the purchase  date. As  a result  of the
losses experienced  by  the  Company,  the  Company's  Adjusted  Net  Worth  was
$24,580,000 at April 30, 1993 and $10,965,000 at July 31, 1993. As a result, the
Company  was required pursuant to this covenant  to make such required offers to
purchase.
 
Deletion of Repurchase Offer Covenant
 
The Second  Supplemental Indenture  deleted  the covenant  entitled "Repurchase
Offer" (Section 4.14), which would have required the Company to make an offer to
purchase all Debentures outstanding on June  15, 1995, at 100% of the  principal
amount  thereof,  plus accrued  interest through  the purchase  date, if,  as of
January 31, 1995, the Company's Adjusted  Net Worth were less than  $350,000,000
or the Company's Cash Flow Coverage Ratio were less than 5 to 1.
 
Reduction of Conversion Price
 
The  conversion price at which holders may convert Debentures into shares of the
Company's Common Stock  was reduced from  $27.45 per share  to $5.00 per  share,
which amount is still substantially in excess of the current market price of the
Common Stock.
                                      22


<PAGE>
                    PART II - OTHER INFORMATION 

Amendment of Certain Events of Default

Section  6.01 of the  Indenture ("Events of Default") provided that, among other
things, it  was an  Event of  Default under  the Indenture  if (i)  an event  of
default  occurred under  any other instruments  under which there  may have been
issued or by which there may have been secured or evidenced any indebtedness for
money borrowed by the  Company or any  Subsidiary (or the  payment of which  was
guaranteed  by the Company  or a Subsidiary),  (ii) the effect  of such event of
default was to cause  or permit the acceleration  of such indebtedness prior  to
its  expressed  maturity  and  (iii)  such  event  of  default  resulted  in  an
acceleration  of  an  aggregate  amount  of  such  indebtedness  in  excess   of
$1,000,000.  The  Second  Supplemental Indenture  excludes  from  this provision
events of default under debt instruments  of a Subsidiary, unless payment  under
such  instrument is guaranteed by the Company. The Second Supplemental Indenture
also requires that  in order  for there  to be an  Event of  Default under  this
provision, the event of default under such other debt instruments must result in
an acceleration of an aggregate amount of indebtedness of $5,000,000 or more.
 
Conforming Amendments to Debentures; Correction of Inconsistency
 
The  Second  Supplemental  Indenture  includes  amendments  to  the certificates
representing the Debentures corresponding  to the amendments  that were made  to
the Indenture. In addition, there was an inconsistency between the definition of
"Senior  Debt" (i.e., debt  to  which the  Debentures  are subordinated)  in the
Indenture and the definition of such  term in the certificates representing  the
Debentures.  In summary, the  Indenture defined "Senior Debt" as all Debt unless
such Debt expressly  provided that  it is  not senior  or superior  in right  of
payment  to the Debentures. The certificates representing the Debentures defined
Senior Debt as Debt which by its  terms was expressly senior to the  Debentures.
The  Second Supplemental Indenture resolved  the inconsistency by conforming the
certificates to the terms in the Indenture.
 
Deletion of Covenant Limiting Ranking of Future Indebtedness
 
The Second Supplemental Indenture deleted  the covenant entitled "Limitation  on
Ranking  of Future Indebtedness" (Section 4.11), which provided that the Company
could not incur Indebtedness  that was subordinated in  right of payment to  any
Senior Debt and senior in right of payment to the Debentures.
 
Deletion of Covenant Limiting Advances to Unconsolidated Persons
 
The  Second Supplemental  Indenture deleted  the covenant  entitled "Advances to
Unconsolidated Persons" (Section 4.18),  which prohibited  the Company  and  its
Subsidiaries  from (i) making  any direct or  indirect advance, loan, guarantee,
transfer (pursuant to  contract or otherwise)  or other extension  of credit  or
capital contribution (not evidenced by equity securities) to any person that was
not  consolidated with  the Company for  financial reporting  purposes, and (ii)
maintaining for more than 18  months an equity interest  in any person that  was
not  consolidated  with  the  Company  for  financial  reporting  purposes. This
covenant was replaced with certain,  more flexible, restrictions on  Investments
which permit the Company to make Permitted Investments.

                                      23


<PAGE>
                    PART II - OTHER INFORMATION 

Amendment of Covenant Limiting Mergers, etc.

The  Second  Supplemental  Indenture  amended the  covenant  entitled "When the
Company May Merge, etc." (Section 5.01) which, among other things, required  the
Company  to meet  certain requirements  in order  to consolidate,  merge with or
into, or  transfer or  lease all  or substantially  all of  its assets  to,  any
person,  including, but not limited to,  the requirement that the corporation to
which a sale or conveyance of all  or substantially all of the Company's  assets
has  been  made assume  by  supplemental indenture  all  the obligations  of the
Company under the Debentures or the Indenture. The Second Supplemental Indenture
deleted the provisions of this covenant that restricted the sale by the  Company
of  all  or  substantially all  of  its  assets, including  the  provisions that
required the corporation to which a  sale or conveyance of all or  substantially
all  of the Company's assets  has been made to  assume by supplemental indenture
all the obligations of the Company under the Indenture and the Debentures.
 
Amendment of Covenant Requiring Purchase of Debentures Upon a Change of Control
 
The Second  Supplemental  Indenture amended  the  covenant entitled "Change  of
Control  Offer" (Section 4.17) to provide that no  Debentures could be purchased
unless and until the  company purchased all the  Notes required to be  purchased
pursuant  to the covenant  entitled "Change of  Control" in the indenture to the
Notes.
 
Deletion of Covenant Prohibiting Certain Agreements by Company and Subsidiaries
 
The Second Supplemental Indenture deleted the covenant entitled "Prohibition  on
Certain Agreements by Company and  Subsidiaries" (Section 4.15) which prohibited
the Company and its  Subsidiaries from entering into  any contract or  agreement
that  prohibited by express reference the payment of principal of or interest on
the Debentures so as to clarify that the Company and its subsidiaries may  incur
senior indebtedness.
 
Conforming Amendment to Covenant Limiting Transactions with Affiliates
 
The  Second Supplemental Indenture amended  the covenant entitled "Limitation on
Transactions with Affiliates" (Section  4.12), as well as the definition of  the
term "Affiliate," to conform  such covenant and  definition to the corresponding
covenant and definition in the indenture to the Notes.
 
Other Changes to Indenture and Debentures
 
The Second  Supplemental Indenture  amended  the covenant  entitled "Compliance
Certificate" (Section 4.03) to confirm such covenant to the applicable section
of the Trust Indenture Act of 1939, as amended. The Second Supplemental
Indenture also amended certain provisions of the Indenture to clarify that any
notices by the  Trustee or the holders of Debentures to  the Company must be
in writing. In addition, the Second Supplemental Indenture amended the
certificates representing the Debentures to clarify that the terms of the
Second Supplemental Indenture  would  govern  any  inconsistencies between
the  Debentures  and the Indenture.
                                      24


<PAGE>
                    PART II - OTHER INFORMATION 


Item 6.  Exhibits and Reports on Form 8-K


   (a)  Exhibits



<TABLE>
<CAPTION>
   Exhibit
   Number               Description
   -------              -----------
<S>                     <C>
   11                   Calculation of Net Income (Loss) Per Common Share
</TABLE>






   (b)  The Company filed the following reports on Form 8-K during the period
from November 1, 1993 to January 31, 1994.



<TABLE>
<CAPTION>
   Date of
   Report               Item Reported
   -------              -------------
<S>                     <C>
   January 7, 1994      Item 5.  Other Events.

   January 14, 1994     Item 5.  Other Events. 

                                      25
</TABLE>





<PAGE>



                              SIGNATURE

Pursuant to the requirements 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.



<TABLE>
<S>                             <C>
                                     The Cooper Companies, Inc.     
                                ------------------------------------
                                            (Registrant)


Date:  March 17, 1994                   /s/ Robert S. Weiss         
                                ------------------------------------
                                Senior Vice President, Treasurer and
                                   Chief Financial Officer

                                        26
</TABLE>




<PAGE>
            THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                          Index of Exhibits
                          -----------------

<TABLE>
<CAPTION>
Exhibit No.                                                     Page No.
- ----------                                                      --------
<S>           <C>                                               <C>
11            Calculation of Net Income (Loss) Per Common Share     28
</TABLE>










<PAGE>

                                                                     Exhibit 11
                                                                     
                      THE COOPER COMPANIES, INC. AND SUBSIDIARIES    
                   Calculation of Net Income (Loss) Per Common Share 
                         (In thousands, except per share figures)    
                                    (Unaudited)                      
                                                                     


<TABLE>
<CAPTION>
                                                                                   Three Months Ended    
                                                                                       January 31,       
                                                                               ------------------------- 
                                                                                  1994             1993  
                                                                               ----------       -------- 
<S>                                                                            <C>                 <C>
                                                                                                         
Primary:                                                                                                 
Loss from continuing operations                                                                          
    before extraordinary items                                                 $   (5,150)      $ (2,684)
Less, dividend requirements on                                                                           
    Senior Exchangeable Redeemable                                                                       
    Restricted Voting Preferred Stock                                                   0            160 
Loss from continuing operations                                                                          
    before extraordinary items                                                     (5,150)        (2,844)
Loss on sale of discontinued operations,                                                                 
    net of taxes                                                                        0              0 
                                                                               ----------       -------- 
                                                                                                         
Loss before extraordinary items                                                    (5,150)        (2,844)
Extraordinary items                                                                     0            924 
                                                                               ----------       -------- 
Loss per common share                                                          $   (5,150)      $ (1,920)
                                                                               ----------       -------- 
                                                                               ----------       -------- 
Weighted average number of common                                                                        
    shares outstanding                                                             30,410         30,189 
Contingently issuable shares out-                                                                        
    standing                                                                            0              0 
                                                                               ----------       -------- 
Weighted average number of common                                                                        
    and common equivalent shares                                                                         
    outstanding for primary earnings                                                                     
    per share                                                                      30,410         30,189 
                                                                               ----------       -------- 
                                                                               ----------       -------- 
Earnings (loss) per common share:                                                                        
    Continuing operations                                                      $    (0.17)      $  (0.09)
    Discontinued operations                                                          0.00           0.00 
                                                                               ----------       -------- 
    Loss before extraordinary items                                                 (0.17)      $  (0.09)
    Extraordinary items                                                              0.00           0.03 
                                                                               ----------       -------- 
Loss per common share                                                          $    (0.17)      $  (0.06)
                                                                               ----------       -------- 
                                                                               ----------       -------- 
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                                                                                   Three Months Ended    
                                                                                       January 31,       
                                                                               ------------------------- 
                                                                                  1994             1993  
                                                                               ----------       -------- 
<S>                                                                            <C>              <C>
                                                                                                         
Fully diluted:                                                                                           
Loss from continuing operations                                                                          
    before extraordinary items
                                                 $   (5,150)      $ (2,684)
Less, dividend requirements on Senior                                                                    
    Exchangeable Redeemable Restricted                                                                   
    Voting Preferred Stock                                                              0            160 
                                                                               ----------       -------- 
Loss from continuing operations                                                                          
    before extraordinary items                                                     (5,150)        (2,844)
Loss on sale of discontinued                                                                             
    operations, net of taxes                                                            0              0 
                                                                               ----------       -------- 
Loss before extraordinary items                                                    (5,150)        (2,844)
Extraordinary items                                                                     0            924 
                                                                               ----------       -------- 
Loss per common share                                                          $   (5,150)      $ (1,920)
                                                                               ----------       -------- 
                                                                               ----------       -------- 
Weighted average number of common                                                                        
    shares outstanding                                                             30,410         30,189 
Contingently issuable shares out-                                                                        
    standing                                                                            0              0 
                                                                               ----------       -------- 
Weighted average number of common                                                                        
    and common equivalent shares                                                                         
    outstanding for fully diluted                                                                        
    earnings per share                                                             30,410         30,189 
                                                                               ----------       -------- 
                                                                               ----------       -------- 
Earnings (loss) per common share:                                                                        
    Continuing operations                                                       $   (0.17)       $ (0.09)
    Discontinued operations                                                          0.00           0.00 
                                                                               ----------       -------- 
    Loss before extraordinary items                                                 (0.17)         (0.09)
    Extraordinary items                                                              0.00           0.03 
                                                                               ----------       -------- 
Loss per common share                                                          $    (0.17)       $ (0.06)
                                                                               ----------       -------- 
                                                                               ----------       -------- 
</TABLE>