<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  April 30, 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)



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


                    One Bridge Plaza, Fort Lee, New Jersey             07024
                   (Address of principal executive offices)         (Zip Code)


            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.


              Common Stock, $.10 par value          30,360,236  Shares
                        Class                  Outstanding at May 31, 1994


<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 - 
                                 April 30, 1994 and October 31, 1993        3
                   
                             Statement of Consolidated Operations -
                                 Three and Six Months Ended April 30,
                                 1994 and 1993                              4

                             Consolidated Condensed Statement
                                 of Cash Flows - Six Months Ended
                                 April 30, 1994  and  1993                  5
                                     
                             Notes to Consolidated Condensed

                                 Financial Statements                      6-12



                Item 2.   Management's Discussion and Analysis of
                              Financial Condition and Results of
                              Operations                                  13-19


              PART II.    OTHER INFORMATION


                Item 1.   Legal Proceedings                               20-21
                                                     

                Item 6.   Exhibits and Reports on Form 8-K                 22 

              Signature                                                    23 

              Index of Exhibits                                            24
</TABLE>


                                        2

<PAGE>


                                   PART I.  FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                   April 30,   October 31,
                                               ASSETS                1994         1993    
                                                                  ----------   ----------
<S>                                                               <C>          <C>
          Current assets:                                         
            Cash and cash equivalents                             $  9,092      $  10,113
            Restricted cash                                             46            306
            Temporary investments                                      124          6,438
            Receivables:
              Trade and patient accounts, net                       18,603         14,298
              Other                                                    583          2,821
                                                                  --------      ---------
                                                                    19,186         17,119
                                                                  --------      ---------
            Inventories                                             13,248         14,987
            Other current assets                                     1,464          2,912
                                                                  --------      ---------
                        Total current assets                        43,160         51,875
                                                                  --------      ---------
          Property, plant and equipment at cost                     44,910         48,294
            Less, accumulated depreciation and amortization          9,285          8,399
                                                                  --------      ---------
                                                                    35,625         39,895
                                                                  --------      ---------
          Intangibles, net:
            Excess of cost over net assets acquired                 14,389         14,661
            Other                                                    1,409          1,624
                                                                  --------      ---------
                                                                    15,798         16,285
                                                                  --------      ---------
          Other assets                                               1,327          1,469
                                                                  --------      ---------
                                                                  $ 95,910      $ 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                                                  1,488          1,499 
                                                                  --------      ---------
                                                                     1,488          5,849
                                                                  --------      ---------
            Accounts payable                                         4,837          4,269
            Employee compensation, benefits and severance            6,004          5,961
            Other accrued liabilities                               22,393         21,079
            Income taxes payable                                    14,946         14,837 
                                                                  --------      ---------
                        Total current liabilities                   49,668         51,995 
                                                                  --------      ---------
          Long-term debt:
            10% Senior Subordinated Secured Notes due 2003          25,732              -
            10-5/8% Convertible Subordinated Reset Debentures
              due 2005                                               9,208         34,647
            Other, less current installments                        12,241         13,430 
                                                                  --------      ---------
                                                                    47,181         48,077 
                                                                  --------      ---------
          Other noncurrent liabilities                               7,750          9,000  
                                                                  --------      ---------
                        Total liabilities                          104,599        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                                   (397)          (223)
            Accumulated deficit                                   (190,743)      (181,743)
            Unamortized restricted stock award compensation           (372)          (405)
                                                                  --------      ---------
                        Total stockholders' equity (deficit)        (8,689)           452 
                                                                  --------      ---------
                                                                  $ 95,910      $ 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     Six Months Ended
                                                      April 30,              April 30,
                                                   1994       1993         1994       1993  
                                                 --------   --------     --------   --------
<S>                                              <C>        <C>          <C>        <C>
          Net service revenue                    $ 11,783   $ 12,245     $ 22,814   $ 24,673
          Net sales of products                    12,672     11,414       24,548     21,346
                                                 --------   --------     --------   --------
            Net operating revenue                  24,455     23,659       47,362     46,019
                                                 --------   --------     --------   --------
          Cost of services provided                10,587     10,951       20,426     21,938
          Cost of products sold                     4,582      4,158        8,707      7,988
          Research and development expense          1,172        616        2,328      1,330
          Selling, general and administrative
            expense                                 8,428     12,168       17,192     23,669
          Cost of restructuring operations              -        451            -        451
          Settlement of disputes                    2,000          -        3,950          -
          Debt restructuring costs                      -          -          429          -
          Amortization of intangibles                 212        179          422        363
          Investment income (loss), net           (   129)   (   249)     (   480)     3,428
          Gain on sales of assets and
            businesses, net                             -        620          214        620
          Other income (expense), net             (    93)   (    59)     (    58)       186
          Interest expense                          1,024      1,536        2,426      3,170
                                                 --------   --------     --------   --------
          Loss from continuing operations
            before income taxes                   ( 3,772)   ( 6,088)     ( 8,842)   ( 8,656)
          Provision for income taxes                   78         95          158        211
                                                 --------   --------     --------   --------
          Loss from continuing operations        
            before extraordinary  item            ( 3,850)   ( 6,183)      (9,000)   ( 8,867)
          Loss on sale of discontinued
            operations, net of taxes                    -    (13,657)           -    (13,657)
                                                 --------   --------     --------   --------
          Loss before extraordinary item          ( 3,850)   (19,840)      (9,000)   (22,524)
          Extraordinary item                            -          -            -        924
                                                 --------   --------     --------   --------
          Net loss                                ( 3,850)   (19,840)      (9,000)   (21,600)
          Dividend requirements on Senior
            Exchangeable Redeemable Restricted
            Voting Preferred Stock                      -    (   160)           -    (   320)
                                                 --------   --------     --------   --------

          Net loss applicable to  common stock   $( 3,850)  $(20,000)    $ (9,000)  $(21,920)
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------

          Net income (loss) per common share:
          Loss from continuing operations 
            before extraordinary item            $(   .13)  $(   .22)    $(   .30)  $(   .31)
          Loss from discontinued operations             -    (   .45)           -    (   .45) 
                                                 --------   --------     --------   --------

          Loss before extraordinary item          (   .13)   (   .67)     (   .30)   (   .76)
          Extraordinary item                            -          -            -        .03
                                                 --------   --------     --------   --------

          Net loss per common share              $(   .13)  $(   .67)    $(   .30)  $(   .73)
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------

          Average number of common shares
            outstanding                            30,500     30,033       30,461     30,048
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------
</TABLE>

                                See accompanying notes

                                        4

<PAGE>

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


<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                         April 30,
                                                                    1994         1993   
                                                                 ----------   ----------
<S>                                                              <C>          <C>
          Net cash used by operating activities                  $(   4,372)  $(  22,468)
                                                                 ----------   ----------
          Cash flows from investing activities: 
            Cash from sales of assets and businesses                                    
             (including releases of cash from escrow)                 2,622        9,900
            Purchase of CoastVision, Inc. net of
              cash acquired                                              -     (   9,794)
            Sales of temporary investments                            7,188       21,591 
            Purchases of temporary investments                           -     (   3,689)
            Purchases of property, plant and equipment            (     307)   (   1,005)
                                                                 ----------   ----------
          Net cash provided by investing activities                   9,503       17,003 

          Cash flows from financing activities:
            Payments associated with the Exchange Offer
              and Consent Solicitation including debt
              restructuring costs                                   ( 5,402)         -  
            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    (     750)   (   3,368)
                                                                 ----------   ----------
          Net cash used by financing activities                   (   6,152)   (   7,629)
                                                                 ----------   ----------
            
          Net decrease in cash and cash equivalents               (   1,021)   (  13,094)
          Cash and cash equivalents - beginning of period            10,113       38,078
                                                                 ----------   ----------

          Cash and cash equivalents - end of period              $    9,092   $   24,984
                                                                 ----------   ----------
                                                                 ----------   ----------

          Cash paid for:
            Interest                                             $    2,266   $    3,285
                                                                 ----------   ----------
                                                                 ----------   ----------
            Income taxes                                         $       49   $      109
                                                                 ----------   ----------
                                                                 ----------   ----------

          Significant non-cash transactions:
            Pay-in-kind stock dividends on Senior          
            Exchangeable Restricted Voting Preferred
            Stock                                                $        -   $      320
                                                                 ----------   ----------
                                                                 ----------   ----------

            January 1994 Issuance of $22,000,000 of Notes 
            and payment of approximately $4,350,000 in cash 
            (exclusive of transaction costs) in exchange for 
            approximately $30,000,000 of Debentures. See Note 2.
</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
Company's 1993 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 April 30,  1994
and October 31, 1993 and the consolidated results of its operations for the 
three and six month periods  ended  April  30,  1994  and  1993,  and  its
consolidated cash flows for the six months ended April 30, 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
periods' 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 governing 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 remains 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.

                                        6

<PAGE>

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

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.  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 was recorded as a deferred premium  aggregating
approximately $4,000,000 as of the date of the Exchange.  The  Company  is
recognizing the benefit of the deferred premium  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 

                                       7

<PAGE>

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

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.

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 June 24, 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.  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 (an Executive Vice President  of
the Company, presently on leave of absence, 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 

                                        8

<PAGE>

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

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 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, and the time to file answers to  the
SEC Complaint has been postponed.  At this time, there can be no assurances 
that 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.

                                        9

<PAGE>

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

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.

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.  On April 4, 1994 
all of Shearing's Complaints were dismissed; Schearing has moved for leave 
to file an amended complaint and the Company, and the other defendants have 
opposed the  motion.  The  Company  denies  the  material  allegations  of
Shearing's complaint and  should  the  case  proceed  to  trial,  it  will
vigorously defend itself.

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 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 

                                        10

<PAGE>

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

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. The Company has reached a tentative settlement with counsel  for
the class plaintiffs.  However, no definitive settlement agreement has been 
signed with plaintiffs' class  counsel  and,  if  signed,  the  settlement
agreement will be subject to Court approval after notice to class  members
and a hearing; therefore, there can be  no  assurance  that  the  proposed
settlement will ultimately end the litigation.   In  the  event  the  case
proceeds to trial, the Company intends to vigorously defend the allegations 
in the amended complaints.

See Part II, Item 1 herein for a discussion of certain other litigations. 

Note 4.  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>
                                  April 30,       October 31,
                                    1994             1993    
                                  --------        ----------
                                        (In thousands)
<S>                               <C>             <C>
     Raw materials                 $ 3,323          $  3,958
     Work-in-process                 1,009               865
     Finished goods                  8,916            10,164
                                   -------           -------
                                   $13,248           $14,987
                                   -------           -------
                                   -------           -------
</TABLE>

                                        11

<PAGE>

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

Note 5. The Company's Turn-Around Incentive Plan

The Company's Turn-Around  Incentive  Plan  ("TIP")  was  adopted  by  the
Compensation Committee of the Board and the 1988 Long Term Incentive  Plan
Administrative Committee of the Board on  May  18,  1993.   The  plan  was
adopted, upon the recommendation of the Company's independent compensation 
consultants, to recognize the special efforts of  certain  individuals  in
guiding the Company through a resolution of its difficulties arising  from
its then current capital structure and its former ownership  of  companies
that manufactured and distributed breast implants.

The plan provided for an award to be made to designated TIP participants of 
a sum that would be separately allocated to each participant.  Before  any
awards would become payable, however, the  Company  had  to  significantly
reduce its liabilities relating to the former breast implant  business  to
levels approved by the Board of Directors and the price of  the  Company's
common stock had to increase.  A portion of the award is to be paid when the 
average per share price of the Company's common stock  over  a  period  of
thirty days equals or exceeds $1.50 per share.

On September 28, 1993 the Company entered into an agreement under which the 
purchaser of its breast implant business assumed responsibilities for  the
legal fees, costs, judgements and settlements relating to breast  implants
sold by the Company's formerly owned subsidiaries prior to the disposition 
of those subsidiaries.  On January 6, 1994, upon completion of the exchange 
offer and consent solicitation relating to  its  10-5/8%  Debentures,  the
Company satisfied the last condition required to be met before the agreement 
relating to the assumption by a third party of all of the Company's breast 
implant liabilities became final.

Since that time, the price of the Company's  common  stock  has  increased
steadily and, on May 25, 1994, the average of the Company's  common  stock
during the preceding thirty (30) days rose above $1.50 per share.  With the 
satisfaction of target one, participants in the TIP were awarded one-third 
of the total award for which they are eligible under the TIP.  The payments 
were made 50% in cash ($346,667) and 50% by means of the issuance of 231,111 
shares of restricted stock under the Company's 1998  Long  Term  Incentive
Plan.  That stock generally will remain restricted and non-transferable for 
a period of two years.

The remaining two-thirds of the allocated TIP awards will not be distributed 
until such time as the 30-day average  of  the  price  per  share  of  the
Company's common stock equals or exceeds $3.00 per share.  The maximum value 
of the awards that could be made, assuming both targets are satisfied,  is
$2,250,000, which was accrued in 1993.

                                        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 per share (which amount is still 
substantially in excess of the current price of the Company's common stock).

During the first six months of 1994, the Company experienced a net loss of 
$9,000,000, 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 $7,595,000 in the Company's cash, 
cash  equivalents  and  temporary  investments.   The  Company   currently
anticipates that, at least during the remainder of fiscal 1994, it is likely 
to continue experiencing net  cash  outflows  primarily  as  a  result  of
continued legal and other costs associated with  pending  litigation   and
certain penalties that may be imposed upon the Company, as discussed below, 
and research and development costs of CooperVision Pharmaceuticals, Inc. As 
a result the Company  needs to raise funds  through  borrowings  or  other
financings or sales of assets.  

                                        13

<PAGE>

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

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  (an
Executive Vice President of the Company, presently on a leave of  absence,
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. The  Company  is
currently in  negotiations  with  representatives  of  the  United  States
Attorney's office and the SEC in an  attempt  to  obtain  agreement  to  a
settlement that would be  manageable  for  the  Company  financially.   No
assurance can be given that the  Company  will  be  able  to  culminate  a
manageable settlement or that, failing such settlement, the Company will be 
successful in raising funds which may be required.


The Independent Auditors' report on the Company's  consolidated  financial
statements as of and 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, there is 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 sales 
and leasebacks, debt financing,  factoring  and  out-licensing  rights  to
Verapamil, outside of  North  America.   (Verapamil,  which  is  presently
undergoing Phase III testing with the U.S. Food and Drug Administration 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.

                                        14

<PAGE>

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

                          Results of Operations

Three and Six Months Ended April 30, 1994 Compared with Three and Six Months 
Ended April 30, 1993.
 
Net Service Revenue:  Net service revenue consists of the following:

(Dollars in 000's)

<TABLE>
<CAPTION>
                         Three Months Ended        Six Months Ended
                             April 30,                  April 30,  
                        ----------------------    -------------------------
                                            %                          %
                                           Incr/                      Incr/ 
                        1994      1993    (decr)  1994      1993      (decr)
                        -------   ------- ------  -------   -------   ------
<S>                     <C>       <C>     <C>     <C>       <C>       <C>
Net patient revenue     $11,283   $11,745  (4%)   $21,814   $23,673    (8%)

Management fees             500       500    -      1,000     1,000     -
                        -------   -------         -------   -------
Total service revenue   $11,783   $12,245  (4%)   $22,814   $24,673    (8%)
                        -------   -------         -------   -------
                        -------   -------         -------   -------

</TABLE>


Net patient revenue:  Net patient revenue decreased by $462,000 or 4%  and
$1,859,000  or  8%  vs.  the  second  quarter  and  first  half  of  1993,
respectively.  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 
indirectly owned subsidiaries of Nu-Med, Inc. ("Nu-Med"), under which  PSG
Management  is  managing  three  additional  hospitals  owned   by   those
subsidiaries, having a total of  220  licensed  beds.  PSG  Management  is
receiving  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.  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. On June 1, 1994, Nu-Med issued a press release 
announcing its emergence from bankruptcy.  It appears that  following  the
satisfaction of administrative claims by Nu-Med, liens on  the  shares  at
PsychGroup, Inc. will be removed and those shares will be  distributed  to
creditors so that  PsychGroup,  Inc.  will  cease  to  be  a  wholly-owned
subsidiary of Nu-Med.  The guarantees given by Nu-Med and PsychGroup remain 
in place.

                                        15

<PAGE>

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

The Nu-Med subsidiaries continue to pay 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, 
documents filed by Nu-Med with the United States Bankruptcy Court indicate 
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 $1,258,000 or 11% 
and $3,202,000 or 15% vs. the second quarter and six months ended April 30, 
1993 respectively.

(Dollars in 000's)

<TABLE>
<CAPTION>
                           Three Months Ended        Six Months Ended
                               April 30,                  April 30,          
                        ----------------------    -------------------------
                                           %                          %
                                          Incr/                       Incr/ 
                         1994      1993   (decr)    1994    1993      (decr)
                        -------   ------- ------  -------   -------   ------
<S>                     <C>       <C>     <C>      <C>      <C>      <C>
CooperVision            $ 9,412   $ 7,432  27%     $17,972  $13,445    34% 

CooperSurgical            3,096     3,810 (19%)      6,345    7,514   (16%)

CooperVision
Pharmaceuticals             164       172  (5%)        231      387   (40%)
                        -------   -------          -------  -------
Total Sales of Product  $12,672   $11,414  11%     $24,548  $21,346    15% 
                        -------   -------          -------  -------
                        -------   -------          -------  -------
</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.

Net sales of CooperSurgical ("CSI") have declined in both periods 
primarily due to slower sales of capital equipment, including surgical 
systems used in the Loop Electrosurgical Excision Procedure ("LEEP"), 
partially offset by increased sales in the international arena.  CSI is 
continuing to refocus its sales efforts towards the in-office gynecology 
market, which is growing faster than the hospital market.  Sales of CSI's 
LEEP disposable products, diagnostic and cryosurgical products, and its 
EuroMed gynecology catalog remain stable.  CSI's products are subject to 
substantial government regulation and to competition from a large number 
of competitors.

                                        16

<PAGE>

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

Net sales of CooperVision Pharmaceuticals have declined primarily as a 
result of the sale of the EYEscrub'tm' 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 $1,196,000 or 10.2% and 
$2,388,000 or 10.5% of net service revenue in the second quarter and six 
months of 1994 respectively.  The corresponding profit for 1993 was 
$1,294,000 or 10.6% and $2,735,000 or 11.1% of net service revenue in the 
second quarter and six months ended, respectively.  The decreased 
percentage of profit is primarily attributable to a lower than expected 
number of patient days at one of 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>
                              Three Months Ended      Six Months Ended
                                  April 30,                April 30,  
                              -------------------     ----------------
                              1994      1993          1994      1993  
                              ----      ----          ----      ----
<S>                           <C>       <C>           <C>       <C>
CooperVision                   70%       69%           71%       68%
CooperSurgical                 52%       54%           51%       54%
CooperVision Pharmaceuticals   41%       33%           47%       43%

Consolidated                   64%       64%           65%       63%
</TABLE>


Margin generated by 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 to international 
distributors, which generate lower margins than CooperSurgical's other 
products.

Research and Development Expense:  Research and development expense was 
$1,172,000 and $2,328,000 for the second quarter and six months ended 
April 30, 1994, respectively.  The respective prior year research and 
development expense was $616,000 and $1,330,000.  The increase is 
primarily attributable to increased development activity related to 
CooperVision Pharmaceuticals' calcium channel blocker now undergoing Phase 
III clinical studies, partially offset by a decline in research and 
development project expenses in the CooperSurgical business unit.

                                        17

<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) expense by business unit and corporate was as 
follows:

(Dollars in 000's)

<TABLE>
<CAPTION>
                      Three Months Ended          Six Months Ended
                          April 30,                    April 30,  
                    ----------------------    -------------------------
                                         %                           % 
                                       Incr/                        Incr/
                    1994      1993    (decr)   1994      1993      (decr)
                    -------   ------- ------  -------    ------    ------
<S>                 <C>       <C>     <C>      <C>       <C>       <C>
CooperVision        $ 3,542   $ 3,164   12%    $ 6,945   $ 5,899    18% 

CooperSurgical        1,468     2,606  (44%)     2,945     4,683   (37%)

CooperVision
Pharmaceuticals         112       266  (58%)       230       513   (55%)

Corporate / Other     3,306     6,132  (46%)     7,072    12,574   (44%)
                    -------   -------          -------   -------
Consolidated        $ 8,428   $12,168  (31%)   $17,192   $23,669   (27%)
                    -------   -------          -------   -------
                    -------   -------          -------   -------
</TABLE>


SG&A expense has decreased 31% for the comparable three month periods 
largely as a result of the significant decrease in legal fees and related 
costs resulting from the Company's settlement of breast implant litigation 
and benefits related to the consolidation of CooperSurgical facilities.  
CooperVision Pharmaceuticals' SG&A expense has decreased as a result of 
the sale of the EYEscrub'tm' product line on February 12, 1993. Offsetting 
these decreases are increased SG&A expense of CooperVision as a result of 
the CoastVision acquisition on April 1, 1993. 

Cost of restructuring operations: Results for the first six months of 1993 
included $451,000 of restructuring costs for the consolidation of two 
CooperSurgical facilities and related reorganization and relocation costs.

Settlement of Disputes:  In the first six months 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 $4,800,000 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, 

                                        18

<PAGE>

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

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 six months of 1994, the Company has incurred additional charges 
of $429,000.
                                     
Investment Income, Net:  Included in investment income, net is interest 
income of $51,000 and $540,000 for the three months ended April 30, 1994 
and 1993, respectively and $172,000 and $1,744,000 for the six months 
ended April 30, 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 investment strategy toward 
instruments with lower risk and correspondingly lower returns.  Also 
included in investment income, net are net gains (losses) on temporary 
investments of ($652,000) and $1,684,000 for the six months ended April 
30, 1994 and 1993, respectively.

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 and its EYEscrub'tm' trademark in Canada for a net gain of 
$80,000. In the second quarter of 1993 the Company sold its domestic 
EYEscrub'tm' product line which resulted in a gain of $620,000.

Other Income / (Expense), Net:  Other income / (expense), net was 
($93,000) and ($59,000) for the three months ended April 30, 1994 and 
1993, respectively, and was ($58,000) and $186,000 for the six months 
ended April 30, 1994 and 1993, respectively.  Other income / (expense) in 
1993 primarily consists of 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 and six 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.

Loss on Sale of Discontinued Operations, Net of Taxes: Results for the 
first six months of 1993 include a charge of $14.0 million to increase the 
Company's accrual for contingent liabilities associated with breast 
implant litigation involving the plastic and reconstructive surgical 
division of the Company's former Cooper Surgical business segment which 
was sold in fiscal 1989.  The Company also recorded a reversal of $343,000 
of accruals no longer necessary related to another discontinued business.

Provision for Income Taxes:  The provisions for income taxes in each of 
the six month periods reflect state income and franchise taxes.

Extraordinary Item:  The extraordinary item in 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:  The calculation of earnings per share is based on the 
weighted average number of common and common equivalent shares outstanding 
during the respective periods, after deducting preferred dividends from 
earnings.

                                        19

<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 as well as 
certain other legal proceedings, see Note 3 of Notes to Consolidated 
Condensed 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.  The Company has 
filed an Answer, generally denying all of the allegations in the Second 
Amended Complaint. 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 formally scheduled.  While the Company and Mr. Sturman have engaged 
in very preliminary settlement negotiations, there can be no assurances 
that these negotiations will be successfully concluded. 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.

                                        20

<PAGE>

                       PART II - OTHER INFORMATION 

Item 1.  Legal Proceedings - Continued

On March 30, 1994, Envirodyne Industries, Inc. filed a lawsuit in the 
Circuit Court of Cook County, Illinois against the Company, Connecticut 
Mutual Life Insurance Company, Presidential Life Insurance Company, M D 
Sass Re/Enterprise Partners L.P. and Gruss Partners.  The complaint 
alleges that defendants, former holders of Envirodyne subordinated 
promissory notes (the "13-1/2% Notes"), filed an involuntary bankruptcy 
petition against Envirodyne without complying with the indenture issued in 
connection with the 13-1/2% Notes and that the allegedly improvident 
filing of the involuntary bankruptcy petition allegedly damaged Envirodyne 
in an amount in excess of $100 million.  Defendants removed the case to 
the United States Bankruptcy Court for the Northern District of Illinois 
and, on May 20, 1994, moved to dismiss the complaint.  The Company 
believes it has meritorious defenses to Envirodyne's complaint and, if the 
pending motion to dismiss is not successful, it will vigorously defend the 
case.

                                        21

<PAGE>

                 PART II - OTHER INFORMATION (continued)


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 did not file any reports on Form 8-K during the period
      from February 1, 1994 to April 30, 1994

                                        22

<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.

                                        The Cooper Companies, Inc.     
                                               (Registrant)

Date:  June 10, 1994                      /s/ Robert S. Weiss         
                                              Robert S. Weiss
                                   Senior Vice President, Treasurer and
                                          Chief Financial Officer

                                        23

<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    25
</TABLE>








<PAGE>

                                                           Exhibit 11

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

<TABLE>
<CAPTION>
                                                  Three Months Ended     Six Months Ended
                                                       April 30,              April 30,

                                                 -------------------     -------------------
                                                   1994       1993         1994       1993  
                                                 --------   --------     --------   --------
<S>                                              <C>        <C>          <C>        <C>
          Primary:
          Loss from continuing operations
            before extraordinary item            $ (3,850)  $ (6,183)    $ (9,000)  $ (8,867)
          Less, dividend requirements on
            Senior Exchangeable Redeemable
            Restricted Voting Preferred Stock           0        160            0        320 
                                                 --------   --------     --------   --------
          Loss from continuing operations
            before extraordinary item              (3,850)    (6,343)      (9,000)    (9,187)
          Loss on sale of discontinued 
            operations, net of taxes                    0    (13,657)           0    (13,657)
                                                 --------   --------     --------   --------

          Loss before extraordinary item           (3,850)   (20,000)      (9,000)   (22,844)
          Extraordinary item                            0          0            0        924  
                                                 --------   --------     --------   --------

          Loss per common share                  $ (3,850)  $(20,000)    $ (9,000) $ (21,920)
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------

          Weighted average number of common
            shares outstanding                     30,129     30,033       30,129     30,048
          Contingently issuable shares 
            outstanding                               371          0          332          0 
                                                 --------   --------     --------   --------
          Weighted average number of common
            and common equivalent shares
            outstanding for primary earnings
            per share                              30,500     30,033       30,461     30,048 
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------

          Earnings (loss) per common share:
            Continuing operations                $  (0.13)  $  (0.22)    $  (0.30)   $ (0.31)
            Discontinued operations                  0.00      (0.45)        0.00      (0.45)
                                                 --------   --------     --------   --------

            Loss before extraordinary item          (0.13)     (0.67)       (0.30)     (0.76)
            Extraordinary item                       0.00      (0.00)        0.00      (0.03)
                                                 --------   --------     --------   --------
          Loss per common share
                  $  (0.13)  $  (0.67)    $  (0.30)   $ (0.73)
                                                 --------   --------     --------   --------
                                                 --------   --------     --------   --------
</TABLE>