<PAGE>
________________________________________________________________________________
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
- ----------------------------------------------------------
                                  FORM 10-K-A
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993            COMMISSION FILE NO. 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)                                         IDENTIFICATION NO.)
          1 BRIDGE PLAZA, FORT LEE, NEW JERSEY                                     07024
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                 (ZIP CODE)
                                                   201-585-5100
                               (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
</TABLE>

 
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<CAPTION>
                                                                   NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                                 ON WHICH REGISTERED
- ---------------------------------------------------------------   ------------------------
<S>                                                               <C>
Common Stock, $.10 Par Value                                      New York Stock Exchange
  and associated Rights                                           Pacific Stock Exchange
10 5/8% Convertible Subordinated                                  New York Stock Exchange
  Reset Debentures due 2005                                       Pacific Stock Exchange
10% Senior Subordinated Secured                                   Pacific Stock Exchange
  Notes due 2003
</TABLE>

 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None
 
     Indicate  by check  mark whether the  registrant (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during the preceding  12 months, and  (2) has been  subject to such filing
requirements for the past 90 days. Yes [x] No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of registrant's knowledge,  in definitive proxy  or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
 
     Aggregate market value of  the voting stock held  by non-affiliates of  the
registrant as of December 31, 1993: Common Stock, $.10 Par Value -- $15,467,238
 
     Number  of  shares  outstanding of  the  registrant's common  stock,  as of
December 31, 1993: 30,129,125
 
                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None
 
________________________________________________________________________________

<PAGE>


     The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange  Act of 1934  on  Form 10-K for the fiscal year ended
October 31, 1993, as set forth in the pages attached hereto:


     Item 10 - Directors and Executive Officers of the Registrant

     Item 11 - Executive Compensation

     Item 12 - Security Ownership of Certain Beneficial Owners 
                and Management

     Item 13 - Certain Relationships and Related Transactions

                                   1
     

<PAGE>                             PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        Individuals identified in the chart below constitute the
current directors and executive officers of The Cooper Companies,
Inc. (the "Company")1


<TABLE>
<CAPTION>
                                DIRECTOR    
        NAME            AGE       SINCE                OFFICE
       ------           ---     ---------              -------
<S>                     <C>     <C>        <C>
Allan E. Rubenstein     49      1992        Acting Chairman of the
                                           Board of Directors
Robert S. Weiss         47      1992        Senior Vice President,
                                             Treasurer, Chief
                                           Financial Officer and    
                                            Director
Joseph C. Feghali       69      1990        Director
Mark A. Filler          33      1992        Director
Michael H. Kalkstein    51      1992        Director
Donald Press            60      1993        Director
Steven Rosenberg        45      1993        Director
Mel Schnell             48      1993        Director
A. Thomas Bender        55      N/A         Senior Vice President,  
                                            Operations
Gregory A. Fryling      39      N/A         Vice President, 
                                             Business Development
Marvin J. Garrett       43      N/A         Vice President,
                                           Regulatory Affairs
Robert S. Holcombe      51      N/A         Senior Vice President
                                           and General Counsel
Marisa F. Jacobs        36      N/A         Secretary and Associate
                                           General Counsel
Audrey A. Murray        50      N/A         Vice President of Risk
                                             Management and
                                             Employee Benefits
Steven G. Singer        32      N/A         Executive Vice
                                             President and Chief
                                             Operating Officer
Stephen C. Whiteford    53      N/A         Vice President and
                                             Corporate Controller
</TABLE>


- ----------------------

1  Nicholas J. Pichotta (49), President and Chief Executive
Officer of the Company's subsidiary, CooperSurgical,  Inc.,
and Mark R.  Russell (44),  President  and  Chief Executive
Officer of  the  Company's  subsidiary,  Hospital  Group of
America, Inc., are significant employees, as such  term  is
used in Item 401(c) of Regulation S-K.

                                   2


<PAGE>
   Messrs. Press, Rosenberg and Schnell were elected to the
Board of Directors pursuant to the terms of a Settlement
Agreement dated June 14, 1993, between the Company and Cooper
Life Sciences, Inc.  For a detailed description of that
agreement, see Item 13.  "Certain Relationships and Related
Transactions - Agreements and Transactions with CLS."

    Prior to the 1989 Annual Meeting of Stockholders, a committee
calling itself The Cooper Companies Stockholders' Committee
announced its intention to solicit proxies in connection with
that meeting.  Two lawsuits, entitled The Cooper Companies, Inc.
and Bruce D. Sturman v. Moses Marx, et al. and Carol R. Kaufman,
Moses Marx and Mel Schnell v. The Cooper Companies, Inc., Gary A.
Singer, Arthur C. Bass, Brad C. Singer, Steven G. Singer, Bruce
D. Sturman, Warren J. Keegan and Ralph H. Thurman, were filed at
that time.  On August 2, 1989, an order was entered by the United
States District Court for the Southern District of New York (i)
preliminarily enjoining the holding of the Annual Meeting of
Stockholders at its originally scheduled date and (ii)
preliminarily enjoining all of the parties from future violations
of the Securities Exchange Act of 1934 in connection with the
solicitation of proxies for the rescheduled annual meeting. 
These lawsuits were subsequently dismissed pursuant to agreements
of the parties.

    Allan E. Rubenstein has served as Acting Chairman of the
Board since April 1993.  He is President of MTC Imaging Services,
Inc. (a medical imaging company, founded by him in 1981,
providing MRI and CAT scan equipment to hospitals and clinics). 
Dr. Rubenstein is certified by the American Board of Psychiatry
and Neurology and by the American Society for Neuroimaging.  He
has been on the faculty of the Department of Neurology at Mt.
Sinai School of Medicine in New York City since 1976, and
currently is Associate Professor and Director of the Mt. Sinai
Neurofibromatosis Research and Treatment Center.  Dr. Rubenstein
has authored two books on neurofibromatosis and is Medical
Director for the National Neurofibromatosis Foundation.

    Robert S. Weiss has been the Treasurer and Chief Financial
Officer of the Company since 1989.  Since October 1992, he has
also served as a Senior Vice President; from March 1984 to
October 1992 he served as a Vice President, and from 1984 through
July 1990 he served as Corporate Controller.  He served as
Corporate Controller of Cooper Laboratories, Inc. (the Company's
former parent) from 1980 until March 1984 and as Vice President
from March 1983 until March 1984.

    Joseph C. Feghali has been the Chairman of the Board of
International Consulting and Investment Technologies, Inc. (a
consulting group) since December 1989.  From 1987 through 1989 he
served as Chairman of the Board of Caesar Consulting Services,
Inc. (a consulting group).  From 1978 through 1987, he served as

                                 3


<PAGE>
President and Chief Executive Officer of Security Pacific
International Bank.

    Mark A. Filler has been Chief Operating Officer of UreSil,
L.P. (a manufacturer of disposable medical devices) since 1991. 
From 1989 to 1991, he was a member of the mergers and acquisition
department of The Equity Group (a holding company for companies
affiliated with Sam Zell).  Prior to that, he was an associate at
the law firm of Kirkland & Ellis.

    Michael H. Kalkstein has been a partner in the law firm of
Berliner [bullet] Cohen since 1983.  He has been on the Board of
Trustees of Opera San Jose since 1984 and has been serving as its
President since 1992.  Mr. Kalkstein was a member of the Mayor's
Task Force on Arts 2020 in San Jose, California and a member of
the Governor of California's Special Task Force to implement the
Agricultural Labor Relations Act.

    Donald Press has served as the Executive Vice President of
Broadway Management Co., Inc. (an owner and manager of commercial
office buildings) since 1981.  Mr. Press, an attorney, is also a
principal in Donald Press, P.C. (a law firm) located in New York
City.  Mr. Press is also the director of Components Specialties,
Inc. (a wholesaler of speakers and electronic equipment).

    Steven Rosenberg has been the Vice President and Chief
Financial Officer of Cooper Life Sciences, Inc. ("CLS") (a
mortgage banker and also a distributor of gift and collectible
items) since 1990.  From September 1987 through April 1990, Mr.
Rosenberg served as President and Chief Executive Officer of
Scomel Industries Inc. (an international marketing and consulting
group).

    Mel Schnell is a Senior Partner in Mel Schnell & Co. and
Chairman of the Board of Melroc Corporation (futures, options and
commodities trading companies), positions he has held for more
than 20 years; he has served as Vice-Chairman of the New York
Commodities Exchange since March 1988 and as the President and
Director of CLS since 1989.  Mr. Schnell is also a director of
Andover Togs, Inc. (a manufacturer and importer of children's
apparel).

    A. Thomas Bender has served as Senior Vice President,
Operations since October 1992 and as President of CooperVision,
Inc., the Company's contact lens subsidiary, since June 1991. 
Between 1966 and June 1991, Mr. Bender held a variety of
positions at Allergan, Inc. (a manufacturer of eye and skin care
products), including Corporate Senior Vice President, and
President and Chief Operating Officer of Allergan's Herbert
Laboratories, Dermatology Division.

    Gregory A. Fryling has served as Vice President, Business
Development since January 1993.  He has been an officer of


                                 4


<PAGE>
various subsidiaries including Vice President and Controller of
The Cooper Healthcare Group from January 1990 through December
1992 and Vice President and Controller of CooperVision, Inc. from
October 1988 through December 1989.  He also served as Vice
President and Controller of CLS (then, a manufacturer of surgical
laser and ultrasonic devices) from September 1986 to September
1988.

    Marvin J. Garrett has served as Vice President, Regulatory
Affairs since February 1992.  He has served as President and
Chief Executive Officer of CooperVision Pharmaceuticals, Inc., a
subsidiary of the Company, since April 1992 and he served as Vice
President and General Manager of that subsidiary from November
1990 until April 1992.  From September 1986 to November 1990, he
served as Vice President of Iolab, a division of Johnson &
Johnson.

    Robert S. Holcombe has served as Senior Vice President since
October 1992 and as General Counsel since December 1989.  He
served as Vice President from December 1989 until October 1992. 
From October 1988 through June 1989 he served as Assistant
General Counsel, and from June 1987 through September 1988, as
General Attorney of Emhart Corporation (a manufacturer of
consumer and industrial products and provider of computer based
services).  From September 1979 until May 1987, he served as Vice
President and General Counsel of Planning Research Corporation (a
professional services firm).

    Marisa F. Jacobs has served as Secretary since April 1992 and
as Associate General Counsel since November 1989.  From July 1987
until October 1989, she served as Vice President of Prism
Associates, Inc. (a business consulting firm co-founded by her). 
From September 1981 to October 1987, she was an associate with
the law firm of Reavis & McGrath (now Fulbright & Jaworski).

    Audrey A. Murray has served as Vice President of Risk
Management and Employee Benefits since November 1993.  She served
as Director of Risk Management from July 1988 until November
1993.  From November 1985 until July 1988, she held the positions
of Senior Risk Analyst and then Associate Director of Risk
Management.  From October 1984 until November 1985, she served as
Employee Benefits Manager at GTE Sprint (a long distance
telephone company).  From June 1977 until October 1984, she
served as Risk Manager at The O'Brien Corporation (a manufacturer
of paints and technical coatings).

    Nicholas J. Pichotta has served as President and Chief
Executive Officer of CooperSurgical, Inc. since September 1992. 
He served as Vice President of the Company from December 1992 to
May 1993 and as Vice President, Corporate Development-Healthcare
from December 1991 to December 1992 and as President of
CooperVision, Inc. from November 1990 to June 1991.  He has
served in a number of other positions since joining the Company


                                 5


<PAGE>
in January 1989.  From May to October 1988 he was Managing
Director of Heraeus LaserSonics and from December 1986 to May
1988 he served as President of the Surgical Laser Division of
CLS. 

    Mark R. Russell has served as the President and Chief
Executive Officer of Hospital Group of America, Inc. since June
1993 and served as Executive Vice President and Chief Operating
Officer from January 1987 (through the time of its acquisition by
the Company in May 1992) until June 1993.  From May 1986 to
January 1987 he served as Senior Vice President and Chief
Operating Officer of Nu-Med Psychiatric and from February 1981 to
May 1986, he served as Senior Vice President and Chief Operating
Officer of the Kennedy Health Care Foundation (the parent
organization for a diversified healthcare services company).

    Steven G. Singer has served as Chief Operating Officer of the
Company since February 1992, and as Executive Vice President
since December 1989.  He served as Acting Chief Operating Officer
from November 1991 until February 1992, and as Secretary of the
Company from August 1989 to April 1992.  From July 1988 until
November 1989, he served first as Deputy General Counsel and then
as Acting General Counsel.  From December 1986 through July 1988,
he served as General Counsel of Mars Associates, Inc. (a general
construction business) and from September 1985 until October 1986
he was an associate with the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison.

    Stephen C. Whiteford has served as Vice President and
Corporate Controller since July 1992.  He served as Assistant
Corporate Controller from March 1988 to July 1992, as
International Controller from August 1986 to February 1988 and as
Vice President and Controller of CooperVision Ophthalmic Products
from June 1985 to August 1986.

    Joseph C. Feghali is Steven G. Singer's father-in-law. 
Messrs. Schnell and Rosenberg are brothers-in-law.  There are no
other family relationships (whether by blood, marriage or
adoption) among the Company's current directors or executive
officers.

    SECTION 16(a) COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Securities Act"), requires the Company's officers,
directors and persons owning more than ten percent of a
registered class of the Company's equity securities to file
reports of ownership and changes in ownership of all equity and
derivative securities of the Company with the Securities and
Exchange Commission (the "SEC"), The New York Stock Exchange,
Inc. and the Pacific Stock Exchange Incorporated.  The SEC
regulations also require that a copy of all such Section 16(a)

                                6

<PAGE>
forms filed must be furnished to the Company by the officers,
directors and greater than ten-percent shareholders.

    Based solely on a review of the copies of such forms and
amendments thereto received by the Company, or written
representations from the Company's officers and directors that no
Forms 5 were required to be filed, the Company believes that
during 1993 all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten-percent shareholders
were met.  

                                    7

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The  table below shows compensation paid in  or with respect to each of the
last three  fiscal  years to  each  person who  served  as the  Company's  chief
executive  officer during fiscal 1993 and to the persons who were, as of October
31, 1993, the four most highly compensated executive officers of the Company.
 

<TABLE>
<CAPTION>
                                                      ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                                             ------------------------------------- --------------------------------------------
                                                                                       AWARDS
                                                                                    ------------
                                                                                     SECURITIES      PAYOUTS
                                                                    OTHER ANNUAL     UNDERLYING    ------------     ALL OTHER
    NAME AND PRINCIPAL POSITION       YEAR    SALARY      BONUS    COMPENSATION(6)  OPTIONS/SARS   LTIP PAYOUTS  COMPENSATION(6)
- ------------------------------------  ----   --------    --------  ---------------  ------------   ------------  ---------------
<S>                                   <C>    <C>         <C>       <C>              <C>            <C>           <C>
Arthur C. Bass(1)                     1993   $ 90,963     - 0 -       - 0 -           - 0 -          - 0 -          - 0 -
Acting Chairman of the Board          1992   $174,500     - 0 -       - 0 -           - 0 -          - 0 -          - 0 -

Allen E. Rubenstein(2)                1993   $ 63,625(4)  - 0 -       - 0 -           - 0 -          $  1,770       - 0 -
Acting Chairman of the Board

A. Thomas Bender(3)                   1993   $188,285    $128,034     - 0 -             3,220(8)     $  7,080       - 0 -
Senior Vice President,                1992   $185,450    $128,492     - 0 -            10,000        $ 12,625       - 0 -
Operations

Robert S. Holcombe                    1993   $227,500    $ 11,375     - 0 -            23,940(8)     $  3,717        $   651(9)
Senior Vice President and             1992   $211,174(5) $ 39,600     - 0 -           - 0 -          - 0 -           $   362
General Counsel                       1991   $180,000     - 0 -            N/A        - 0 -          $  5,215        N/A

Steven G. Singer                      1993   $302,500    $118,906     - 0 -           - 0 -          - 0 -           $ 1,791(9)
Executive Vice President,             1992   $324,674(5)  - 0 -        $98,459(7)     - 0 -          - 0 -           $ 1,782
and Chief Financial Officer           1991   $322,760(5)  - 0 -        N/A            - 0 -          $317,290        N/A

Robert S. Weiss                       1993   $236,391(5) $ 10,319     - 0 -           - 0 -          $ 10,620        $   447(9)
Senior Vice President,                1992   $210,000(5) $ 39,000     - 0 -           - 0 -          - 0 -           $   362
Treasurer and Chief Financial         1991   $195,000     - 0 -        N/A            - 0 -          - 0 -           N/A
Officer
</TABLE>


                                    8


<PAGE>

(1) Mr. Bass assumed the position of Acting Chairman of the Board
    in May 1992 and served until April 1993 when he resigned for
    medical reasons.

(2) Dr. Rubenstein became a Director of the Company in July 1992
    and assumed the position of Acting Chairman of the Board in
    April 1993.

(3) Mr. Bender became an executive officer of the Company in
    fiscal 1992.

(4) See "Executive Compensation - Compensation of Directors" for
    a description of compensation paid to non-employee directors.

(5) Includes directors' fees paid to: (i) Mr. Holcombe during a
    portion of fiscal 1992, (ii) Mr. Singer during all of fiscal
    1991 and a portion of fiscal 1992 and (iii) Mr. Weiss during
    a portion of fiscal 1992 and all of fiscal 1993.

(6) Information for years prior to fiscal 1992 is not required to
    be disclosed.

(7) Amount received upon exercise of phantom stock units awarded
    under the Company's 1988 Long Term Incentive Plan.

(8) Consists of an option to purchase common stock issued in
    exchange for a previously outstanding option.  See the tables
    below entitled "Option Grants in Last Fiscal Year" and "Ten
    Year Option/SAR Repricing".

(9) Consists of a $200 contribution by the Company to a 401(k)
    account and premiums on life insurance policies.

                                    9


<PAGE>
           OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1993


<TABLE>
<CAPTION>
                                                     % OF TOTAL
                                                      OPTIONS
                                                     GRANTED TO
                                                    EMPLOYEES IN    EXERCISE PRICE                          GRANT DATE
           NAME               OPTIONS GRANTED(1)    FISCAL YEAR       PER SHARE       EXPIRATION DATE    PRESENT VALUE(4)
- ---------------------------   ------------------    ------------    --------------    ---------------    ----------------
<S>                           <C>                   <C>             <C>               <C>                <C>
Arthur C. Bass                   - 0 -

A. Thomas Bender                       644(2)             .2%            $.56              6/24/99           $   3.40
                                       644(2)             .2%            $.56              6/24/99           $   3.40
                                       644(2)             .2%            $.56              6/24/99           $   3.40
                                       644(2)             .2%            $.56              6/24/99           $   3.40
                                       644(2)             .2%            $.56              6/24/99           $   3.40

Robert S. Holcombe                   9,576(3)            2.6%            $.56             12/11/99           $ 158.00
                                     3,591(3)            1.0%            $.56             12/11/99           $  59.25
                                     3,591(3)            1.0%            $.56             12/11/99           $  59.25
                                     3,591(3)            1.0%            $.56             12/11/99           $  59.25
                                     3,591(3)            1.0%            $.56             12/11/99           $  59.25


Allan E. Rubenstein                  - 0 -

Steven G. Singer                     - 0 -

Robert S. Weiss                      - 0 -
</TABLE>

__________

(1) These options were issued in exchange for previously issued
    options.  See "Executive Compensation - Ten Year Option
    Repricings".

(2) Twenty percent of the 3,220 share option became exercisable
    immediately, a percentage equal to the percentage of the
    original option that had already become exercisable.  The
    remaining shares will become exercisable in 25% increments
    when the Average Price (as defined in the Option Agreement)
    of a share of the Company's common stock equals or exceeds
    $1.00, $1.50, $2.00 and $2.50, respectively, if Mr. Bender is
    still employed by the Company on those dates.  Vesting could
    be accelerated upon the occurrence of certain events relating
    to a change in control of the Company.

(3) Forty percent of the 23,940 share option became exercisable
    immediately, a percentage equal to the percentage of the
    original option that had already become exercisable.  The
    remaining shares will become exercisable in 25% increments
    when the Average Price (as defined in the Option Agreement)
    of a share of the Company's common stock equals or exceeds
    $1.00, $1.50, $2.00 and $2.50, respectively, if Mr. Holcombe
    is still employed by the Company on those dates.  Vesting
    could be accelerated upon the occurrence of certain events
    relating to a change in control of the Company.

                             10


<PAGE>
(4) Calculated using the Minimum Value Option Pricing model and
    assuming a rate of 7% on U.S. Treasury Bonds.  Minimum Option
    Value per share equals the fair market value of the Company's
    common stock on the date of grant (May 7, 1993 - See the
    chart below entitled "Ten-Year Option Repricings") less the
    quotient of the option exercise price divided by the sum of
    one plus the Treasury Bond interest rate raised to the power
    equal to the number of years constituting the option term. 
    The actual value, if any, of the options will depend on the
    amount by which the fair market value of the stock exceeds
    the exercise price on the date the option is exercised.

                                   11


<PAGE>


<TABLE>
<CAPTION>
                                   AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED 
                                   OCTOBER 31, 1993 AND FISCAL YEAR END OPTION VALUES

                                                                   NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                                                                  UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS
                                             SHARES ACQUIRED    OPTIONS AT FISCAL YEAR END       AT FISCAL YEAR END
                   NAME                        ON EXERCISE      EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
- ------------------------------------------   ---------------    --------------------------    -------------------------
<S>                                          <C>                <C>                           <C>
Arthur C. Bass                                   - 0 -                          0/0                     - 0 -
A. Thomas Bender                                 - 0 -                    644/2,576                    $42/$167
Robert S. Holcombe                               - 0 -                 9,576/14,364                   $622/$934
Allan E. Rubenstein                              - 0 -                          0/0                     - 0 -
Steven G. Singer                                 - 0 -                          0/0                     - 0 -
Robert S. Weiss                                  - 0 -                     10,000/0                     - 0 -
</TABLE>



                                                  12

<PAGE>
                                            TEN-YEAR OPTION REPRICINGS

<TABLE>
<CAPTION>
                                   NUMBER OF                                                           LENGTH OF ORIGINAL
                                   SECURITIES       MARKET PRICE OF                                       OPTION TERM
                               UNDERLYING OPTIONS   STOCK AT TIME OF  EXERCISE PRICE AT                REMAINING AT DATE
                                  REPRICED OR         REPRICING OR    TIME OF REPRICING  NEW EXERCISE   OF REPRICING OR
      NAME           DATE           AMENDED            AMENDMENT        OR AMENDMENT        PRICE          AMENDMENT
- ----------------   ---------  --------------------  ----------------  -----------------  ------------  ------------------
<S>                <C>        <C>                   <C>               <C>                <C>           <C>
Arthur C. Bass         N/A
A. Thomas Bender    5/7/93(1)         3,220(2)           $ .375            $ 2.626           $.56          6 1/6 years
Robert S. Holcombe  5/7/93(1)        23,940(3)           $ .375            $  2.60           $.56              6 years
Marisa F. Jacobs    5/7/93(1)         1,173(4)           $ .375            $  3.40           $.56          6 1/2 years
                    5/7/93(1)         2,835(4)           $ .375            $  2.28           $.56          6 1/2 years
                    5/7/93(1)         5,180(4)           $ .375            $  2.75           $.56          7 1/2 years
Allan E.  Rubenstein   N/A
Steven G. Singer       N/A
Robert S. Weiss        N/A
</TABLE>



__________


(1) An option exchange program was approved by the Compensation
    Committee of the Company's Board of Directors on May 7, 1993. 
    The price of a share of the Company's common stock that day
    was $.375, and the exercise price of the new options, which
    were issued in exchange for previously outstanding options,
    was set at $.56 per share, a premium of approximately 50%
    over the market price. The program was approved by the
    Company's 1988 Long Term Incentive Plan Administrative
    Committee on May 18, 1993, when the price of the Company's
    common stock was $.50 per share.  On June 1, 1993, a letter
    was sent to each option holder advising him of the option
    exchange program.  On that date, the price of a share of the
    Company's common stock was $.375.

(2) Issued in exchange for the forfeiture of an option to
    purchase up to 10,000 shares of the Company's common stock.

(3) Issued in exchange for the forfeiture of an option to
    purchase up to 45,000 shares of the  Company's common stock.

(4) Issued in exchange for the forfeiture of options to purchase
    up to 2,500, 5,000 and 10,000 shares, respectively, of the
    Company's common stock.

    The option exchange program was approved by the Compensation
Committee as a means of providing an incentive to option holders
at a time when options they had been granted between 1989 and
1992 carried exercise prices significantly above the market price
of the Company's common stock.  The option exchange program
enabled each option holder (at his election) to exchange that
option for an option, exercisable for a smaller number of shares
than that covered by the original option, having an exercise
price that, while above the then current market price, was lower
than the exercise price of the original option.

                                  13

<PAGE>
    The number of shares covered by each replacement option was
computed by Towers Perrin, an independent nationally recognized
compensation consulting firm, using an option exchange ratio
derived under the Black Scholes option pricing model which took
into account the number of shares which could be acquired
pursuant to the original option, the exercise price of the
original option, the then current market price of the Company's
common stock and the original option expiration date.  Each
person electing to participate exchanged his original option for
an option to purchase an individually calculated percentage of
the shares covered by his original option, ranging from 21% to
70% of the shares such person was then entitled to purchase.  For
a description of the vesting terms of the new options, see the
table above entitled - "Option Grants in Fiscal Year Ended
October 31, 1993".
                                    THE COMPENSATION COMMITTEE

                                    Mark A. Filler
                                    Michael H. Kalkstein
                                    Mel Schnell

                              14


<PAGE>
RETIREMENT INCOME PLAN 

    The Company's Retirement Income Plan was adopted in December
1983.  All employees of the Company and its participating
subsidiaries who work at least 1,000 hours per year are eligible
to become members of the plan.  For services performed after
December 31, 1988, members are entitled to an annual retirement
benefit equal to .6% of base annual compensation up to $10,000
and 1.2% of base annual compensation which exceeds $10,000 but is
not in excess of $200,000 for each year of service.  For service
prior to January 1, 1989, members are entitled to an annual
retirement benefit equal to .75% of base annual compensation up
to the Social Security Wage Base in effect that year and 1.5% of
base annual compensation in excess of the Social Security Wage
Base for each year of service.
 
    The estimated annual benefits payable under this plan upon
retirement (at the normal retirement age of 65) for Messrs.
Bender, Holcombe, Singer and Weiss are approximately $23,000,
$39,000, $98,000 and $63,000, respectively.  The amount indicated
for Mr. Holcombe does not reflect the impact of the additional
years of service that will be attributed to him (see "Executive
Compensation - Contracts").  Mr. Bass was not, and Dr. Rubenstein
is not, a participant in the plan.

CONTRACTS
  
    Mr. Bass assumed the position of Acting Chairman of the Board
on May 29, 1992.  His compensation was initially set at $30,000
per month.  In September 1992, when Mr. Bass reduced his
participation in the Company's daily affairs, his compensation
was reduced to $15,000 per month.  Mr. Bass remained in office
until April 13, 1993, when he resigned for medical reasons.  The
Company had agreed to bear the cost of the insurance premiums
required to continue Mr. Bass' health insurance coverage under
COBRA for a period of 18 months following his resignation.  That
obligation ceased in August 1993, following the death of Mr.
Bass.

    Mr. Steven Singer is a party to an employment agreement with
the Company which, although executed in August 1991, was retro-
active to March 9, 1990.  The agreement, which remains effective
until terminated by either Mr. Singer or the Company, provides
for Mr. Singer to receive a cash salary (see the Summary
Compensation Table above) and provided for him to receive 313,170
shares of restricted stock under the Company's 1988 Long Term
Incentive Plan (the "LTIP").  If Mr. Singer's employment with the
Company is terminated by him with Good Reason or by the Company
without Cause (as each of such capitalized terms is defined in
the employment agreement), the agreement, prior to the 1993
amendment described below, provided that all remaining
restrictions on the restricted shares would be removed.  The
agreement also provides that, following such a termination of Mr.

                             15

<PAGE>
Singer's employment, his participation in the Company's various
insurance programs (including payment by the Company of premiums
on term life insurance payable to beneficiaries named by the
insured) would continue for a period of three years from the date
of termination, along with the right to use a Company car,
Company offices and secretarial services and that he would be
entitled to receive a pro rata share of any amount that would be
payable to him under the Company's Incentive Payment Plan based
on the number of months worked during the fiscal year in which
his employment terminates.
 
    On June 2, 1993, Mr. Singer and the Company entered into a
letter agreement amending his employment agreement.  Mr. Singer
waived all provisions providing that his shares of restricted
stock would vest following any termination of his employment or
any Change in Control or Potential Change in Control (as such
terms are defined in his employment agreement) and consented to
the deletion of a Change in Control and Potential Change in
Control as events enabling Mr. Singer to terminate his employment
with Good Reason.  The Company agreed that if Mr. Singer is
terminated without Cause or if he should terminate his employment
with Good Reason, in lieu of the vesting of his restricted stock,
he would receive a lump sum severance payment in an amount equal
to 12 months of his annual base salary plus an amount equal to
one month of his annual base salary for each month that his
employment continues between March 9, 1993 and the date of
termination (up to a maximum total severance payment equal to 18
months of his annual base salary).  If Mr. Singer's employment is
terminated within one year of a Change in Control, other than
that which occurred upon the September 1993 approval of the
conversion rights of the Company's Series B Preferred Stock, the
severance payment to which Mr. Singer is entitled would be
increased by a factor of 50%.  The agreement also provided for
Mr. Singer to receive a special bonus of $100,000, to have the
compensation and other benefits to which he is entitled under the
agreement guaranteed by certain of the Company's subsidiaries,
and for Mr. Singer to be eligible for an award under a recently
adopted turn-around incentive plan which would only become
payable if the targets designated in the plan are achieved and if
he is still employed with the Company at such time.  In
calculating Mr. Singer's length of service for the purpose of
determining whether he would be entitled to an award under such
plan, Mr. Singer's termination date (if his employment has been
terminated) would be deemed to occur on that same date one year
later.  The remainder of the agreement described in the previous
paragraph remains in effect.  

    The Company is a party to employment or severance agreements
with Robert S. Holcombe and Robert S. Weiss, and CooperVision,
Inc., one of the Company's subsidiaries, is a party to an
agreement with A. Thomas Bender.  Each agreement provides that
employment shall continue until terminated.  Compensation paid
pursuant thereto and awards under the LTIP are set forth on the

                               16

<PAGE>
foregoing tables.  If (i) the Company (or, in the case of Mr.
Bender, CooperVision, Inc.) terminates the employee without Cause
or (ii) the employee terminates his employment for Good Reason or
following a Change in Control (as each term is defined in the
relevant agreement), the Company (or CooperVision, Inc.) will pay
Messrs. Bender, Holcombe or Weiss, respectively, a severance
benefit equal to 200%, 150% or 150%, respectively, of his annual
base salary (such percentage to be reduced to 100% for Mr. Weiss
if the termination arises out of a Change in Control), with such
payments to be made either in a lump sum or installments, as
designated by the employee.  In addition, each of these
individuals would continue to participate in the Company's (or
CooperVision, Inc.'s) various insurance plans for a period of up
to 24 months, 18 months and 18 months, respectively, and to
receive a pro rata share of any amounts that would have been
payable to him under the Incentive Payment Plan (or any
comparable plan then in effect) based on the number of months the
employee served during the year in which the termination occurs. 
Each would also become fully vested in all benefits due under the
Company's Retirement Income Plan (which includes employees of
CooperVision, Inc.).  In the case of Mr. Holcombe, his credited
service for the purpose of determining the amount of his
retirement benefit will be increased by an additional five years
of deemed employment.  In the event that employment is terminated
by death or by the employee in the absence of Good Reason,
benefits will not continue beyond the date of termination, no
more than three months of severance will be paid and no portion
of the Incentive Payment Plan bonus will be paid.  The agreements
between the Company and each of Messrs. Holcombe and Weiss have
been guaranteed by certain of the Company's subsidiaries.

    Under the Company's LTIP and the 1990 Non-Employee Director
Restricted Stock Plan (the "RSP"), upon the occurrence of a
Change in Control and, under the Company's LTIP, upon the
occurrence of a Potential Change in Control (as such terms are
defined in the LTIP and the RSP), restrictions will be removed
from restricted shares, options will become exercisable and,
unless otherwise determined by the LTIP Administrative Committee
prior to any Change in Control, the value of all outstanding
stock options will be cashed out on the basis of the Change in
Control Price (as defined in the LTIP) as of the date such Change
in Control or Potential Change in Control is determined to have
occurred.

    A Change in Control occurred in September 1993 when the
stockholders of the Company voted, at the 1993 Annual Meeting, to
approve the conversion rights of the Series B Preferred Stock
issued to CLS.  See "Item 13. Certain Relationships and Related
Transactions - Agreements and Transactions with CLS."  At that
time, shares of restricted stock owned by Dr. Rubenstein and
Messrs. Bender, Holcombe and Weiss had restrictions removed
therefrom.  Mr. Singer had waived the removal of restrictions

                              17

<PAGE>
from his shares of restricted stock in the June 2, 1993 letter
agreement amending his Employment Agreement.

COMPENSATION OF DIRECTORS

    During fiscal 1993, each director of the Company received a
payment of $7,500 per quarter (or an amount pro rated to take
into account the length of service during such quarter).  Each
director who is not also a paid employee of the Company is
entitled to receive additional fees of $1,000 per meeting for
each meeting of the Board of Directors or a Committee of the
Board attended (unless two or more meetings are held on the same
day, in which case the fee remains at $1,000) and $1,000 per day
for other days during which substantially all of such director's
time is spent on affairs of the Company or a pro-rated amount for
work which takes less than a full day.  In addition, each
Committee Chairman is entitled to receive a fee of $1,000 per
year for serving as a Committee Chairman.  The Company had agreed
to a temporary compensation arrangement with Mr. Bass, who served
as Acting Chairman of the Board until April 13, 1993.  See
"Executive Compensation -- Contracts."

    On April 26, 1990, the Company's Board of Directors adopted
the 1990 Non-Employee Directors Restricted Stock Plan (the
"RSP"), which grants to each current and future director of the
Company who is not also an employee of the Company or any
subsidiary of the Company ("Non-Employee Director") the right to
purchase, for $.10 per share, shares of the Company's common
stock, subject to certain restrictions.  One hundred thousand
(100,000) shares of the Company's common stock were authorized
and reserved for issuance under the RSP.  Shares which are
forfeited become available for new awards under such plan.

    Under this plan, each Non-Employee Director automatically
receives the opportunity to purchase 5,000 restricted shares upon
initial election or appointment to the Board.  The plan provides
that restrictions shall lapse in 1,000-share increments, and that
1,000 shares shall therefore become nonforfeitable and freely
transferable, each time after the date of grant that the Average
Price (as defined in the RSP) of the Company's common stock
equals or exceeds for the first time each of the following
percentages of increase over the Average Price on the date of
grant of the award: 18%, 36%, 54%, 72% and 90%.  Furthermore,
upon the occurrence of a Change in Control as defined in the RSP,
all restrictions would be removed from any restricted shares then
outstanding.

                                    18

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
          MANAGEMENT

SECURITIES HELD BY MANAGEMENT

    The following table sets forth information regarding
ownership of the Company's common stock by each of its current
directors, the current executive officers named in the Summary
Compensation Table and by all of the current directors and
executive officers as a group.




<TABLE>
<CAPTION>
                                  Common Stock Beneficially
                                 Owned as of February 1, 1994
                               --------------------------------------
Name of Beneficial Owner       Number of Shares   Percentage of Shares
- -----------------------        ---------------    --------------------
<S>                            <C>                <C>
A. Thomas Bender                  104,644(1)               *   
Joseph C. Feghali                   5,000(2)               *
Mark A. Filler                      5,300                  *
Robert S. Holcombe                 22,076(3)               *
Michael H. Kalkstein                6,000                  *
Donald Press                        8,600(4)               *
Steven Rosenberg                    5,000(5)               *
Allan E. Rubenstein                 5,000                  *
Mel Schnell                         5,000(6)               *
Steven G. Singer                  606,114(7)             2.0%
Robert S. Weiss                   179,583(8)               *

All current directors and
executive officers as a 
group (16 persons)              1,024,094(9)             3.4%
</TABLE>


__________

*   Less than 1%

(1) Includes 644 shares which could be acquired upon the exercise
    of presently exercisable stock options.

(2) Does not include shares beneficially owned by Steven G.
    Singer, Mr. Feghali's son-in-law, with respect to which Mr.
    Feghali disclaims beneficial ownership.

(3) Includes 9,576 shares which could be acquired upon the
    exercise of presently exercisable stock options.

(4) Includes 1,000 shares as to which Mr. Press has sole voting
    power, but as to which disposition is restricted pursuant to
    the terms of the 1990 Restricted Stock Plan for Non-Employee
    Directors (the "RSP") and 3,600 shares which could be
    acquired upon conversion of $18,000 principal amount of the
    Company's 10-5/8% Convertible Subordinated Reset Debentures
    (convertible at the rate of $5.00 per share) owned directly
    by Mr. Press or held in trusts for which he serves as
    trustee.

                                   19

<PAGE>
(5) Includes 2,000 shares as to which Mr. Rosenberg has sole
    voting power, but as to which disposition is restricted
    pursuant to the terms of the RSP.

(6) Includes 2,000 shares as to which Mr. Schnell has sole voting
    power, but as to which disposition is restricted pursuant to
    the terms of the RSP.  Does not include 4,850,000 shares of
    common stock owned by CLS, or 3,450,000 shares issuable upon
    conversion of the Company's Series B Preferred Stock owned by
    CLS.  See "Principal Securityholders".  Mr. Schnell is the
    President and a director of CLS.

(7) Includes 182,613 shares as to which Mr. Singer has sole
    voting power, but as to which disposition is restricted
    pursuant to the terms of the 1988 Long Term Incentive Plan. 
    Does not include shares owned by relatives of Mr. Singer
    (including Mr. Feghali), as to which shares Mr. Singer
    disclaims beneficial ownership.  Mr. Singer and certain of
    his relatives have filed a Report on Schedule 13D with
    respect to their holdings of common stock of the Company. 
    See "Principal Securityholders".

(8) Includes 7,663 shares held on account for him under the
    Company's 401(k) Savings Plan and 10,000 shares which Mr.
    Weiss could acquire upon the exercise of presently
    exercisable stock options.

(9) See Notes (1) through (8) for details with respect to such
    ownership.

PRINCIPAL SECURITYHOLDERS

    The following table sets forth information regarding
ownership of outstanding shares of the Company's common stock by
those individuals or groups who have advised the Company that
they own more than five percent (5%) of such outstanding shares.



<TABLE>
<CAPTION>
                                    Common Stock
                                  Beneficially Owned
                                -----------------------
Name of Beneficial Owner  Number of Shares   Percentage of Shares
- -----------------------   ----------------   -------------------
<S>                       <C>                <C>
Cooper Life Sciences,
Inc.(1)                      8,300,000              27.5%

The Equitable Companies
Incorporated(2)              1,694,849               5.6%

Group consisting of 
certain members of the
Singer Family(3)             2,408,378               8.0%
</TABLE>

__________

                                    20


<PAGE>
(1) Includes 4,850,000 shares of common stock of the Company as
    to which CLS (160 Broadway, New York, New York 10038)
    reported in Amendment No. 3 to its Schedule 13D it owns and
    has sole voting and dispositive power over and 3,450,000
    shares of common stock into which the shares of the Company's
    Series B Preferred Stock owned by CLS are convertible.

(2) The Equitable Companies Incorporated (787 Seventh Avenue, New
    York, New York  10019) has filed Amendment No. 4 to its
    Schedule 13G stating that, as of December 31, 1992, it and
    three of its subsidiaries collectively owned 1,694,849 shares
    of the Company's common stock. The Schedule 13G also stated
    that Equitable and its three subsidiaries have sole voting
    power with respect to 1,593,938 of those shares and no shared
    voting power, as well as sole dispositive power with respect
    to all of the 1,694,849 shares.

(3) The reporting group has filed Amendment No. 3, dated July 14,
    1992, to its Schedule 13D stating that it collectively owns
    2,408,378 shares of the Company's common stock.  Each member
    of this group disclaims beneficial ownership of all shares
    owned by members of the group except those held directly by
    such member and his or her spouse and any of their minor
    children, where relevant.  The names and addresses reported
    are: Mr. Steven G. Singer, One Bridge Plaza, Fort Lee, New
    Jersey  07024, Messrs. Brad C., Gary A. and Martin Singer and
    Jetmar Construction Corp., 25 Coligni Avenue, New Rochelle,
    New York 10801; Todd Singer and Tracey Singer, 118 Eisenhower
    Drive, Cresskill, New Jersey 07626; Karen Singer, Taryn
    Singer and Julian Singer, 113 Jackson Drive, Cresskill, New
    Jersey 07626; and Norma Brandes (a relative), 20 Rock Ridge
    Circle, New Rochelle, New York 10804.

    All of the 345 issued and outstanding shares of the Company's
Series B Preferred Stock are owned by CLS.  


                                    21


<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS AND TRANSACTIONS WITH CLS

    Under the terms of an exchange agreement dated as of June 12,
1992, CLS obtained 4,850,000 shares of common stock of the
Company (approximately 16.1% of the currently outstanding common
stock) in exchange for 488,004 shares (approximately 80% of the
then outstanding shares) of the Company's Senior Exchangeable
Redeemable Restricted Voting Preferred Stock ("SERPS") having a
liquidation value of $100 per share and all of CLS' rights to
receive, by way of dividends pursuant to the terms of the SERPS,
an additional 11,996 shares of SERPS.  The Company entered into
the exchange agreement in order to reduce the aggregate
liquidation preference and redemption price of the outstanding
SERPS and to reduce, proportionately, the dividends payable on
the SERPS.  As part of the exchange, the Company agreed to use
its reasonable best efforts to register, and subsequently did
register, in time to avoid payment of certain penalties to CLS,
such 4,850,000 shares.  In addition, the Company purchased
200,000 shares of CLS common stock (the "CLS Shares") for
$1,500,000 in cash and entered into a settlement agreement with
CLS with respect to certain litigation and administrative
proceedings in which the Company and CLS are involved.  Pursuant
to that agreement, CLS, among other things, released its claim
against the Company for unliquidated damages in connection with
the Company's failure to register the SERPS owned by CLS, in
return for the Company's payment of $500,000, reimbursement of
certain legal fees and expenses in the amount of $650,000
incurred by CLS in connection with certain litigation and
administrative proceedings, and the payment of $709,000 owed by
the Company to CLS pursuant to tax sharing agreements between
them.  The Company also agreed to reimburse CLS for up to
$250,000 of legal and other fees and expenses incurred by CLS in
connection with the transaction and, if requested by CLS, to use
its reasonable best efforts to cause the election to the
Company's Board of Directors of one or two designees of CLS,
reasonably acceptable to the Company.  

    In Amendment No. 1 to its Schedule 13D, filed with the SEC on
November 12, 1992, CLS disclosed that "[i]n light of the recent
public disclosures relating to the Company and the recent
significant decline in the public trading price of the common
stock, CLS is presently considering various courses of action
which it may determine to be necessary or appropriate in order to
maintain and restore the value of the common stock.  Included
among the actions which CLS is considering pursuing are the
initiation of litigation against the Company and the replacement
of management and at least a majority of the members of the Board
of Directors of the Company." 

                                   22

<PAGE>
   The Company entered into a Settlement Agreement dated June
14, 1993 (the "Settlement Agreement") in order to resolve all
disputes with CLS and to avoid a possible costly and disruptive
proxy fight, while continuing to maintain a Board of Directors
the majority of whose members are independent.  Pursuant to the
Settlement Agreement, CLS delivered a general release of all
claims, known or unknown, fixed or contingent, matured or
unmatured, which CLS had or may have had against the Company for
any matter, cause or thing through the date of the release
(subject to exceptions for specified ongoing contractual
obligations) and agreed to certain restrictions on its voting and
transfer of securities of the Company, in exchange for the
Company's payment of $4,000,000 in cash and delivery of the
200,000 shares of CLS common stock owned by the Company
(reflected in the Company's balance sheet at April 30, 1993 at
its then current market value of $850,000) and a general release
of claims against CLS (also subject to certain exceptions). 

    Pursuant to the Settlement Agreement, the Company agreed to
nominate and use its reasonable best efforts to cause, and CLS
agreed to vote all shares of common stock of the Company owned by
it in favor of, the election of a Board of Directors of the
Company consisting of eight members, five of whom were designated
by the Company and three (who are reasonably acceptable to the
Company) by CLS.  The number of CLS designees will decline to two
if CLS owns less than 5,400,000 shares of common stock and to one
if CLS owns less than 2,400,000 shares of common stock (treating
as owned for this purpose any shares of common stock into which
Series B Preferred Stock owned by CLS (as discussed below) are
convertible, subject to CLS' right to designate additional
directors if the term of the agreement is extended under certain
circumstances described below.  A majority of the members
designated by the Company were individuals who were not employees
of the Company or employees, affiliates or significant
stockholders of CLS ("Independent Designees").  If a new chief
executive officer or chairman of the board of the Company is
hired, such person may be added as an additional director.

    CLS also agreed in the Settlement Agreement not to acquire
any additional securities of the Company (except shares of Series
B Preferred Stock issued as dividends on the Series B Preferred
Stock outstanding on the various record dates or common stock
issued upon conversion, if any, of Series B Preferred Stock) and
not to transfer any securities of the Company, except (i)
transfers, during any 12-month period, of not more than 1,500,000
shares of common stock (increasing to 2,500,000 shares of common
stock after any conversion of the Series B Preferred Stock into
common stock and for so long as CLS owns more than 4,850,000
shares of common stock) to any one person or group, other than to
a person or group which, without the approval of the Company's
Board, has proposed certain transactions involving the Company or
its securities, (ii) transfers pursuant to registered public
offerings or bona fide open market sales in compliance with Rule

                                 23

<PAGE>
144 under the Securities Act, (iii) transfers of common stock
pursuant to a tender or exchange offer, in an aggregate amount
not to exceed 4,850,000 shares unless such offer is either a cash
tender offer for all outstanding shares of common stock or the
Company's Board of Directors, including a majority of the
Independent Designees, has approved the offer, (iv) bona fide
pledges of common stock to an unaffiliated institutional lender
for borrowed money, and (v) transfers to a controlled affiliate
or liquidating trust, provided the affiliate or trustee agrees to
be bound by the Settlement Agreement.  In addition, CLS agreed
not to publicly propose any business combination with, or change
of control of, the Company, make any tender offer for securities
of the Company, otherwise seek control of or to influence the
Board of Directors of the Company, propose any amendment to the
Settlement Agreement or take any action contrary to the
Settlement Agreement (including actions with respect to the
composition and election of the Board of Directors).  CLS is
free, however, to vote all voting securities owned by it as it
deems appropriate on any matter brought before the Company's
stockholders, other than matters relating to the election and
composition of the Board.

    The agreements contained in the Settlement Agreement with
respect to Board representation and voting, and the restrictions
on CLS' acquisition and transfer of securities of the Company,
will terminate upon the earliest of (i) the date CLS beneficially
owns fewer than 1,000,000 shares of common stock (including as
owned any common stock into which Series B Preferred Stock may be
convertible), (ii) October 31, 1996, and (iii) either (A) June
14, 1995, unless (1) the average closing price of the common
stock on its principal trading market equals or exceeds $2.00 on
the trading days during any period of 90 consecutive calendar
days during the 180 calendar day period ending on June 14, 1995,
or (2) the Company agrees to nominate and use its reasonable
efforts to cause the election to the Board of one Independent
Designee, designated by CLS and reasonably acceptable to the
Company, in addition to that number of designees to which CLS is
then entitled as set forth above, or (B) June 14, 1996, unless
(1) such average closing price equals or exceeds $3.00 on the
trading days during any period of 90 consecutive calendar days
during the 180 calendar day period ending on June 14, 1996, or
(2) the Company agrees to nominate and use its reasonable efforts
to cause the election to the Board of an Independent Designee,
designated by CLS and reasonably acceptable to the Company, in
addition to that number of designees to which CLS is then
entitled as set forth above and in clause (A)(2).  Following
termination of such agreements, CLS will continue to have the
right through June 12, 2002, originally granted to CLS pursuant
to the June 12, 1992 exchange agreement but never exercised, to
designate two directors, so long as CLS continues to own at least
2,400,000 shares of the Company's common stock, or one director,
so long as it continues to own at least 1,000,000 shares of the
Company's common stock. 

                               24

<PAGE>
    On June 14, 1993, the Company acquired from CLS 160,600
shares of SERPS, constituting all of the Company's then
outstanding SERPS, together with all rights to any dividends or
distributions thereon, in exchange (the "Exchange") for 345
shares of a newly created series of preferred stock of the
Company designated Series B Preferred Stock (the "Series B
Preferred Stock"), having a par value of $.10 per share and a
liquidation preference of $10,000 per share (an aggregate of
$3,450,000).  The SERPS had an aggregate liquidation preference,
and an aggregate optional redemption price after October 31, 1993
of $16,060,000.  Stockholders at the Company's 1993 Annual
Meeting were asked to approve, and did approve, the conversion
rights of the Series B Preferred Stock.  As a result, CLS become
the direct beneficial owner (as defined in Rule 13d-3 under the
Exchange Act of 1934) of securities of the Company representing
more than 20% of the voting power of the Company's common stock. 
See "Item 12. Security Ownership and Certain Beneficial Owners
and Management - Principal Securityholders."

    The Company entered into the Exchange Agreement in order to
reduce the aggregate liquidation preference and redemption price
of its outstanding preferred stock from $16,060,000 to
$3,450,000, to thereby significantly reduce the amount of
additional preferred stock issuable as pay-in-kind dividends on
such preferred stock and to reduce, both in percentage (from 12%
to 9%) and in absolute dollar amount, the amount of cash
dividends that would be payable on the preferred stock, before
the common stock is entitled to receive any dividends, at such
time as the Company is free, under the terms of its other
agreements, to pay, and has the ability to pay, cash dividends on
its stock.  In addition, no dividends, whether payable in kind or
in cash, will begin to accrue on the Series B Preferred Stock
until June 14, 1994.  The conversion rights of the Series B
Preferred Stock will enable the Company, if the price of the
common stock increases, to force the conversion of the Series B
Preferred Stock and thereby eliminate all liquidation and
dividend preferences, placing CLS on a par with all other common
stockholders.

BUSINESS RELATIONSHIPS  

    Michael H. Kalkstein, a director of the Company since April
1992, is a partner in the law firm of Berliner [bullet] Cohen, which has
been compensated for legal services rendered to the Company in
fiscal 1993. 

    The Company is a party to a royalty agreement with Marvin J.
Garrett, the Company's Vice President, Regulatory Affairs and
President and Chief Executive Officer of CooperVision
Pharmaceuticals, Inc. ("CVP").  In return for his efforts in
developing and bringing to market Verapamil, a Class 1 calcium
channel blocker, as a treatment for glaucoma, Mr. Garrett will be
entitled to earn a royalty of up to one-half of one percent of

                                25

<PAGE>
net revenues from the future sale by CVP (or any affiliate) of
such Verapamil products directly to third parties in the
continental United States.  A royalty, at a rate to be determined
by the Board of Directors of CooperVision, Inc. (a wholly owned
subsidiary of the Company), will be paid with respect to future
sales outside of the continental United States and to sales by
sublicensees.  

OTHER TRANSACTIONS 

    The Company formerly rented an apartment in New York City for
the use of its executive officers.  The apartment, which was
owned by Mr. Singer's mother and sister, was rented at a cost of
$3,000 per month, which was determined by the Board of Directors
to be the fair market rent for such apartment at the time of
execution of the lease.  The two year term of the lease expired
on August 31, 1992.  The Company continued to rent the apartment
on a month-to-month basis until February 1993.  Although the
apartment was used by a variety of the Company's officers,
employees and consultants, after May 29, 1992, it was primarily
used by Mr. Bass during the time that he served as Acting
Chairman of the Board.

LOANS 

    In November 1989, in conjunction with, and in consideration
of, the reduction of Arthur C. Bass' base salary as President and
Chief Executive Officer of the Company pursuant to the terms of a
new employment agreement with the Company, Mr. Bass received from
the Company a loan in the amount of $900,000.  The loan was to be
repaid in full on the earliest to occur of the termination of Mr.
Bass' employment or a future date to be set by the Company. 
Notwithstanding the termination in September 1990 of Mr. Bass'
employment, the Company permitted the loan to remain outstanding
but engaged in negotiations aimed at increasing the collateral
therefor.  Interest on the loan was computed at an annual rate of
9%, with interest to be paid quarterly, and the loan was secured
by a mortgage on certain real estate in which Mr. Bass had a
partial interest and by the proceeds of a $900,000 term life
insurance policy obtained by the Company on the life of Mr. Bass. 
A portion of the directors' fees earned by Mr. Bass were applied
against the loan.  At times, interest due on the loan at interest
payment dates was added to the principal.  Following Mr. Bass'
death in August 1993, the Company received the $900,000 proceeds
from the life insurance policy.  The remaining balance due on the
loan is approximately $66,000, which the Company expects to be
repaid from the proceeds of Mr. Bass' estate.

                                26

<PAGE>
    Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunder duly
authorized.

                        THE COOPER COMPANIES, INC.



                        By: /s/ Marisa F. Jacobs 
                            --------------------
                           Marisa F. Jacobs
                           Secretary and Associate
                           General Counsel


Dated: February 25, 1994


                                       27