<PAGE>
                           SCHEDULE 14A INFORMATION 
   
             Proxy Statement Pursuant to Section 14(a) of the Securities
                       Exchange Act of 1934 (Amendment No.    )

          Filed by the Registrant [X]
          Filed by a Party other than the Registrant [ ]


          Check the appropriate box:

          [ ]  Preliminary Proxy Statement
          [ ]  Confidential, for Use of the Commission Only (as permitted by
               Rule 14a-6(e)(2))
          [X]  Definitive Proxy Statement
          [ ]  Definitive Additional Materials
          [ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
               Section 240.14a-12


                            THE COOPER COMPANIES, INC.
          .................................................................
                   (Name of Registrant as Specified In Its Charter)

          .................................................................
       (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


          Payment of Filing Fee (Check the appropriate box):

          [ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
               14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
          [ ]  $500 per each party to the controversy pursuant to Exchange
               Act Rule 14a-6(i)(3).
          [ ]  Fee computed on table below per Exchange Act Rules 
               14a-6(i)(4) and 0-11.

               1)  Title of each class of securities to which transaction
          applies:
                    
          .................................................................

               2)  Aggregate number of securities to which transaction
          applies:
                    
          .................................................................

               3)  Per unit price or other underlying value of transaction
          computed   pursuant to Exchange Act Rule 0-11 (Set forth the
          amount on which the filing fee is calculated and state how it was
          determined):
                     
          .................................................................

               4)  Proposed maximum aggregate value of transaction:
                    
          .................................................................

               5)  Total fee paid:
                  
          .................................................................

          [X]  Fee paid previously with preliminary materials.
          [ ]  Check box if any part of the fee is offset as provided by
               Exchange Act Rule 0-11(a)(2) and identify the filing for
               which the offsetting fee was paid previously.  Identify the
               previous filing by registration statement number, or the
               Form or Schedule and the date of its filing.

               1)   Amount Previously Paid:
                     
          .................................................................

               2)   Form, Schedule or Registration Statement No.:

          .................................................................

               3)   Filing Party:

          .................................................................

               4)   Date Filed:

          .................................................................
    


<PAGE>
 
                                     [LOGO]
 
   
                                                                 August 15, 1995
    
 
Dear Stockholder:
 
     You  are cordially invited to attend  the Annual Meeting of Stockholders of
The Cooper Companies, Inc. (the 'Company') scheduled to be held on September 20,
1995, at 10:00  A.M., eastern daylight  savings time, at  the New York  Marriott
East  Side, 525 Lexington Avenue, New York,  NY. The Notice of Annual Meeting of
Stockholders, a Proxy Statement, a proxy card and return envelope, the Company's
Annual Report  for the  fiscal year  ended October  31, 1994  and the  Company's
Quarterly  Report on Form 10-Q for the fiscal quarter and six months ended April
30, 1995 accompany this letter.
 
     At the Annual Meeting, stockholders will be asked to elect a Board of seven
directors to serve for the forthcoming year. A biographical description of  each
of  the  seven nominees  is  set forth  in the  section  of the  Proxy Statement
entitled 'Election of Directors.'
 
   
     The Board is also proposing that the Restated Certificate of  Incorporation
of  the Company  be amended  (i) to  reduce the  number of  common and preferred
shares authorized  to  be  issued  by  the  Company  and  (ii)  to  implement  a
one-for-three  reverse  stock  split with  respect  to the  common  stock. These
proposals, including the reasons why they are being recommended and the  results
of  their implementation, are described in the enclosed Proxy Statement. Each of
these proposals  requires  the consent  of  the holders  of  a majority  of  the
Company's  outstanding shares of common stock  before it may be implemented. The
Board of  Directors believes  the adoption  of these  proposals is  in the  best
interest of the stockholders and recommends their adoption by the stockholders.
    
 
     I  hope you have the opportunity to  join us at the Annual Meeting. Whether
or not you plan  to attend, please  COMPLETE, SIGN, DATE  and MAIL the  enclosed
proxy card as soon as possible.
 
                                          Sincerely,
                                          ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board


<PAGE>
   
                           THE COOPER COMPANIES, INC.
                                ONE BRIDGE PLAZA
                           FORT LEE, NEW JERSEY 07024
                              TEL: (201) 585-5100
    
 
                            ------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            ------------------------
 
To the Stockholders of
THE COOPER COMPANIES, INC.
 
     NOTICE  IS HEREBY  GIVEN that the  Annual Meeting of  The Cooper Companies,
Inc., a Delaware  corporation (the  'Company'), will  be held  on September  20,
1995,  at 10:00 A.M.,  eastern daylight savings  time, at the  New York Marriott
East Side, 525 Lexington  Avenue, New York, NY,  for the purpose of  considering
and acting upon the following:
 
          1. The election of a Board of seven directors.
 
          2.  The  adoption  of a  resolution  to amend  the  Company's Restated
     Certificate of Incorporation to reduce the number of shares of common stock
     and preferred stock authorized to be issued by the Company.
 
          3. The  adoption  of a  resolution  to amend  the  Company's  Restated
     Certificate  of Incorporation to effect a one-for-three reverse stock split
     with respect to the common stock.
 
          4. The ratification  of the appointment  of KPMG Peat  Marwick LLP  as
     independent certified public accountants of the Company for the fiscal year
     ending October 31, 1995.
 
          5.  The transaction of such other business as may properly come before
     the meeting or any adjournments thereof.
 
     Only stockholders of  record at the  close of business  on August 10,  1995
will  be entitled to notice  of and to vote at  the meeting and any adjournments
thereof.
 
     Enclosed with this Notice  are a Proxy Statement,  a proxy card and  return
envelope, the Company's Annual Report for the fiscal year ended October 31, 1994
and  the Company's Quarterly Report  on Form 10-Q for  the second fiscal quarter
and six months ended April 30, 1995.
 
     All stockholders are  cordially invited  to attend the  meeting in  person.
WHETHER  OR NOT YOU PLAN TO ATTEND,  PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
 
                                          By Order of the Board of Directors
                                          ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board
 
   
D
ated: August 15, 1995
    


<PAGE>
   
                           THE COOPER COMPANIES, INC.
                                ONE BRIDGE PLAZA
                           FORT LEE, NEW JERSEY 07024
    
                               ------------------
                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 20, 1995
                               ------------------
 
INFORMATION REGARDING PROXIES
 
   
     The  accompanying proxy card is solicited by  and on behalf of the Board of
Directors of The Cooper  Companies, Inc. (the 'Company')  for use at the  Annual
Meeting of Stockholders to be held on September 20, 1995, at 10:00 A.M., eastern
daylight savings time, at the New York Marriott East Side, 525 Lexington Avenue,
New  York,  NY, and  at any  adjournments or  postponements thereof.  This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about August 18, 1995.
    
 
     When a  proxy  card in  the  form enclosed  with  this Proxy  Statement  is
returned  properly executed, the shares represented thereby will be voted at the
Annual Meeting in accordance with the  directions indicated thereon. If a  proxy
card  is properly executed but  no directions are indicated,  the shares will be
voted in accordance with the recommendations of the Board of Directors FOR  each
of  the  nominees for  director as  shown on  the  form of  proxy card,  FOR the
adoption of the proposals to amend the Restated Certificate of Incorporation  to
reduce  the number of shares of stock authorized to be issued by the Company and
to effectuate a reverse stock split with respect to the common stock and FOR the
ratification of  the appointment  of  KPMG Peat  Marwick  LLP as  the  Company's
independent  certified public accountants for the fiscal year ending October 31,
1995. The Board of Directors does not know of any other business to come  before
the  Annual Meeting. If any other matters should properly come before the Annual
Meeting or any adjournment or postponement thereof for which specific  authority
has not been solicited from the stockholders, then, to the extent permissible by
law,  the persons voting  the proxies will use  their discretionary authority to
vote thereon in accordance with their best judgment. A stockholder who  executes
and  returns the  enclosed proxy  card may revoke  it at  any time  prior to its
exercise by giving  written notice of  such revocation to  the Secretary of  the
Company,  by executing a subsequently dated proxy card or by voting in person at
the Annual Meeting. Attendance  at the Annual Meeting  by a stockholder who  has
executed and returned a proxy card does not alone revoke such proxy.
 
     The  cost  of solicitation  of proxies  will  be borne  by the  Company. In
addition to the solicitation of proxies by use of the mail, officers,  directors
and other employees of the Company, acting on its behalf, may solicit proxies by
telephone,  facsimile or personal interview. Also, the Company has retained D.F.
King & Co., Inc. to  aid in the solicitation of  proxies, for which the  Company
will  pay a fee of  $10,000, plus reasonable expenses.  The Company will, at its
expense, request  brokers  and other  custodians,  nominees and  fiduciaries  to
forward  proxy soliciting  material to the  beneficial owners of  shares held of
record by such persons.
 
OUTSTANDING STOCK AND VOTING RIGHTS
 
   
     As of the close  of business on  August 10, 1995, the  record date for  the
determination  of stockholders entitled to  notice of and to  vote at the Annual
Meeting, there were outstanding 34,327,878 shares of the Company's common stock,
$.10 par value per share (the 'Common Stock'), each of which is entitled to  one
vote at the Annual Meeting. Under the Company's By-laws and Delaware law, shares
represented  by proxies  that reflect  abstentions or  'broker non-votes' (i.e.,
shares held by a  broker or nominee  which are represented  at the meeting,  but
with  respect to  which such  broker or nominee  is not  empowered to  vote on a
particular proposal) will be counted as shares that are present and entitled  to
vote  for purposes of  determining the presence  of a quorum.  Directors will be
elected by a favorable
    
 

<PAGE>
vote of a plurality of the shares of Common Stock present and entitled to  vote,
in  person or by proxy, at the Annual Meeting. Abstentions as to the election of
directors will not effect the election  of the candidates receiving a  plurality
of  votes.  The  proposals  to  amend  the  Company's  Restated  Certificate  of
Incorporation require the approval  of a majority of  all outstanding shares  of
the  Company's Common Stock entitled to  vote at the Annual Meeting. Abstentions
and broker non-votes (if  any) will have  the same effect  as votes against  the
proposals.  Each other proposal  to come before the  Annual Meeting requires the
approval of a majority of  shares present in person  or represented by proxy  at
the Annual Meeting and entitled to vote on such proposal. Abstentions as to such
proposals  will  have the  same effect  as votes  against such  proposal. Shares
represented by proxies that reflect broker non-votes (if any), however, will  be
treated as not entitled to vote for purposes of determining approval of any such
proposal and will not have any effect on the outcome of such matter.
 

                      PROPOSAL 1 -- ELECTION OF DIRECTORS
 
     The Company's By-laws provide for no fewer than six and no more than eleven
directors,  as determined  by the  Board of Directors.  The Board  has fixed the
number of directors to be elected at  the 1995 Annual Meeting at seven, each  to
serve  until the next Annual Meeting of  Stockholders and until his successor is
duly elected and qualified. The Board  of Directors recommends that each of  the
nominees  for director described below be elected  to serve as a director of the
Company. All  nominees have  consented  to be  named  and have  indicated  their
intention  to serve if elected. The Board  of Directors does not expect that any
nominee will be unavailable for election or  unable to serve. If for any  reason
any nominee should not be available for election or able to serve as a director,
the  accompanying proxy will be voted for  the election of such other person, if
any, as the Board of Directors may designate.
 
THE NOMINEES
 
     Each of  the Board's  seven  nominees for  election as  director  currently
serves  on the Board of  Directors. One of the  seven directors, Moses Marx, was
elected to the Board in May 1995,  following the death of Mel Schnell. Mr.  Marx
was  elected as a director at the  request of the Company's largest stockholder,
Cooper Life  Sciences, Inc.  ('CLS'),  pursuant to  the  terms of  a  settlement
agreement  dated June 14, 1993 between the Company and CLS. For information with
respect  to  that  settlement  agreement  and  certain  contractual  rights  and
obligations  of  CLS pertaining  to the  transfer  and voting  of shares  of the
Company's Common  Stock and  the  composition of  the  Board of  Directors,  see
'Certain  Relationships and Related Transactions  -- Agreements and Transactions
with CLS.'
 
     The names  of the  nominees for  election as  directors are  listed  below,
together  with  certain personal  information,  including the  present principal
occupation and recent business experience of each nominee.
 

<TABLE>
<CAPTION>
                                                                                                          YEAR
                                                                                                        COMMENCED
                                                                                                       SERVING AS
                                                                                                       A DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                             OF THE
                                   AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
----------------------------------------------------------------------------------------------   ---    ---------
<S>                                                                                              <C>    <C>
A. Thomas Bender..............................................................................   56        1994
     Mr. Bender was elected President and Chief Executive Officer of the Company in May  1995.
      He had been serving as the Chief Operating Officer of the Company since August 1994, and
      as  Executive  Vice President  since March  1994.  He served  as Acting  Chief Operating
      Officer of the Company  from March 1994  to August 1994, and  as Senior Vice  President,
      Operations  from October 1992  to February 1994.  He continues to  serve as President of
      CooperVision, Inc., the Company's contact lens subsidiary, a position he has held  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.
</TABLE>

 
                                       2
 

<PAGE>
 
   

<TABLE>
<CAPTION>
                                                                                                          YEAR
                                                                                                        COMMENCED
                                                                                                       SERVING AS
                                                                                                       A DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                             OF THE
                                   AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
----------------------------------------------------------------------------------------------   ---    ---------
<S>                                                                                              <C>    <C>
Mark A. Filler................................................................................   34        1992
     Mr. Filler has been Executive Vice President of Prism Mortgage Company (a mortgage banker
      and broker) since June  1994. He is also  serving as a director  of and a consultant  to
      UreSil,  L.P. (a manufacturer of disposable medical  devices) for which he served as the
      Chief Operating Officer from 1991 to May 1994. From 1989 to 1991, he was a member of the
      mergers and acquisitions department of The Equity Group (a holding company for companies
      affiliated with Sam Zell).
Michael H. Kalkstein..........................................................................   53        1992
     Mr. Kalkstein has been a partner in the law firm of Graham & James since September  1994.
      He was a partner in the law firm of Berliner Cohen from 1983 through August 1994. He has
      been  on the  Board of  Trustees of  Opera San  Jose since  1984 and  has served  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.
Moses Marx....................................................................................   60        1995
     Mr. Marx has been a  general partner in United  Equities Company (a securities  brokerage
      firm)  since  1954 and  a  general partner  in  United Equities  Commodities  Company (a
      commodities brokerage  firm)  since  1972. He  is  also  President of  Momar  Corp.  (an
      investment  company). Mr. Marx is a director of  CLS (which has an interest in a company
      licensed to develop and manage a national lottery) and of BioTechnology General Corp. (a
      developer and  manufacturer of  biotechnology  products). He  previously served  on  the
      Company's Board of Directors from September 1989 to September 1991.
Donald Press..................................................................................   62        1993
     Mr. 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 a director of Components Specialties, Inc. (an electronics company) and  Graham-Field
      Health Products, Inc. (a seller of healthcare products).
Steven Rosenberg..............................................................................   47        1993
     Mr.  Rosenberg has served as Acting  Chairman of the Board of  CLS since May 1995, and as
      Vice President, Finance and  Chief Financial Officer of  CLS 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).  Mr.
      Rosenberg is a director of CLS.
Allan E. Rubenstein, M.D......................................................................   50        1992
     Dr.  Rubenstein has served as the Chairman of  the Board of Directors since July 1994; he
      served as  Acting Chairman  of  the Board  from  April 1993  through  June 1994.  He  is
      President  of MTC Imaging Services,  Inc. (a medical imaging  company, founded by him in
      1981,  providing  radiologic  equipment  to  hospitals  and  physicians'  offices).  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.
</TABLE>

    
 
     There are no family relationships (whether by blood, marriage or  adoption)
among  any  of the  Company's  current directors  or  executive officers  or the
Board's proposed nominees.
 
     The business addresses of the nominees are: A. Thomas Bender, CooperVision,
Inc., 10 Faraday,  Irvine, CA 92718;  Mark Filler, Prism  Mortgage Company,  350
West  Hubbard Street,  Suite 222,  Chicago, IL  60610; Michael  Kalkstein, Esq.,
Graham  &   James,   5  Palo   Alto   Square,   3000  El   Camino   Real,   Palo
 
                                       3
 

<PAGE>
Alto,  CA 94306; Moses Marx, United Equities Company, 160 Broadway, New York, NY
10038; Donald Press, Esq., Broadway Management Co., Inc., 39 Broadway, New York,
NY 10038; Steven Rosenberg, Cooper Life Sciences, Inc., 160 Broadway, New  York,
NY  10038; and Allan Rubenstein, M.D., MTC Imaging Services, Inc., 177 East 87th
Street, New York, NY 10128.
 
BOARD COMMITTEES, MEETINGS AND COMPENSATION
 
     The Company currently has four active committees of the Board:
 
   
          (i) The Management Committee consults with and oversees the activities
     of the Chief Executive Officer (formerly, the Chief Operating Officer). The
     members are Dr. Rubenstein and Messrs. Filler and Press.
    
 
   
          (ii) The Audit and Finance Committee advises and makes recommendations
     to the Board  of Directors  concerning (a) the  appointment of  independent
     certified  public accountants for the Company,  (b) matters relating to the
     activities of  the independent  certified public  accountants and  (c)  the
     financial,  investment and accounting procedures  and practices followed by
     the Company,  and  may administer  certain  of the  Company's  compensation
     plans. The members are Messrs. Rosenberg, Filler and Press.
    
 
   
          (iii)  The Compensation/Long Term Incentive Plan Committee advises and
     makes recommendations to the Board of Directors regarding matters  relating
     to  the  compensation of  directors,  officers and  senior  management, the
     granting of awards under the Company's  1988 Long Term Incentive Plan  (the
     'LTIP')  and the Company's  other incentive plans.  The members are Messrs.
     Kalkstein, Filler and Press.
    
 
          (iv) The Nominating Committee selects individuals to be nominated  for
     election  to  the  Company's  Board  of  Directors.  The  members  are  Dr.
     Rubenstein and Messrs. Filler and Kalkstein. The Nominating Committee  will
     consider  suggestions  from  stockholders  for  nominees  for  election  as
     directors at the 1996  Annual Meeting if such  recommendations are made  in
     accordance   with   the  procedure   described  below   under  'Stockholder
     Nominations and Proposals.'
 
     In  addition,   administrative  committees   exist  for   the  purpose   of
administering the Company's 401(k) Plan and the Retirement Income Plan.
 
     During  the fiscal year ended October 31, 1994, the Board met 12 times, the
Management Committee met five times, the Audit and Finance Committee met  twice,
the  Compensation/Long Term Incentive Plan Committee  met 14 times (primarily in
connection with  the termination  of certain  former executive  officers of  the
Company)  and the Nominating Committee met twice. A Special Litigation Committee
was formed (since disbanded) and it or a subcommittee thereof met 12 times,  and
a  Series  B  Stock  Subcommittee (since  disbanded)  met  twice.  Each director
attended (or participated by telephone in) more than 75% of the total number  of
meetings  held by the Board  and all committees of the  Board on which he served
(during the period that he served).
 
     For a  description  of  compensation  paid  to  Directors,  see  'Executive
Compensation -- Compensation of Directors.'
 
SECTION 16(A) COMPLIANCE
 
     Section  16(a)  of the  Securities Exchange  Act of  1934, as  amended (the
'Exchange 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.  (the 'NYSE')  and the Pacific
Stock Exchange Incorporated  (the 'PSE').  SEC regulations also  require that  a
copy  of all such Section  16(a) forms filed be furnished  to the Company by its
officers, directors and greater than ten-percent stockholders.
 
     Based solely on a review of the copies of such forms and amendments thereto
received by  the  Company, or  on  written representations  from  the  Company's
officers  and directors that no  Forms 5 were required  to be filed, the Company
believes   that    during    fiscal    1994    all    Section    16(a)    filing
 
                                       4
 

<PAGE>
requirements applicable to its officers, directors and beneficial owners of more
than ten percent of any class of its equity securities were met.
 
LITIGATION
 
     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
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 action  and the other plaintiff's action 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 a  'trading scheme' to 'frontrun' high
yield bond purchases  by the Keystone  Custodian Fund, Inc.,  a group of  mutual
funds.  The First Amended Derivative Complaint  also alleges that the defendants
violated their fiduciary duties to  the Company by not vigorously  investigating
certain  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  and 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.  No   further
proceedings  have taken place; however, discovery  is underway. The parties, who
have been engaged in negotiations, have  agreed upon the terms of a  settlement,
which  will have  no material impact  on the  Company. The settlement  is in the
process of being  documented. Upon  completion of discovery  and the  settlement
documentation,  the  proposed  settlement will  be  submitted to  the  Court for
approval  following  notice  to  the  Company's  stockholders  and  a   hearing.
Accordingly,  there  can  be  no assurance  that  the  proposed  settlement will
ultimately end  the  litigation.  The individual  defendants  have  advised  the
Company  that they  believe they  have meritorious  defenses to  the lawsuit and
that, in the event the case proceeds to trial, they intend to defend  vigorously
against the allegations in the First Amended Derivative Complaint.
 
                                       5
 

<PAGE>
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 individuals  named
in  the Summary Compensation Table who are still employees of the Company and by
all of the current directors and executive officers as a group.
    
 
   

<TABLE>
<CAPTION>
                                                                          COMMON STOCK
                                                                    BENEFICIALLY OWNED AS OF
                                                                         JULY 31, 1995
                                                                   --------------------------
                                                                    NUMBER         PERCENTAGE
                    NAME OF BENEFICIAL OWNER                       OF SHARES       OF SHARES
----------------------------------------------------------------   ---------       ----------
 
<S>                                                                <C>             <C>
A. Thomas Bender................................................     199,775(1)       *
Mark A. Filler..................................................       5,300          *
Robert S. Holcombe..............................................      80,884(2)       *
Michael H. Kalkstein............................................      15,000          *
Moses Marx......................................................   1,181,947(3)       3.44%
Donald Press....................................................      18,600(4)       *
Steven Rosenberg................................................       5,000          *
Allan E. Rubenstein.............................................      12,500          *
Mark R. Russell.................................................      40,451(5)       *
Robert S. Weiss.................................................     257,916(6)       *
All current directors and executive officers as a group (14
  persons)......................................................   2,371,183(7)       6.91%
</TABLE>

    
 
------------
 
 * Less than 1%.
 
(1) Includes 11,111 shares as to which Mr. Bender has sole voting power, but  as
    to  which disposition is restricted  pursuant to the terms  of the LTIP, and
    44,444 shares  which  could  be  acquired upon  the  exercise  of  presently
    exercisable stock options.
 
(2) Includes  23,940  shares  which  could  be  acquired  upon  the  exercise of
    presently exercisable stock options, and 1,111  shares held by his wife,  as
    to  which disposition is restricted  pursuant to the terms  of the LTIP. Mr.
    Holcombe disclaims beneficial ownership of those 1,111 shares.
 
   
(3) Includes 731,000 shares which could be acquired upon conversion (at the rate
    of $5.00 per share) of $3,655,000 principal amount of the Company's 10  5/8%
    Convertible   Subordinated  Reset  Debentures  due  2005  (the  'Convertible
    Debentures') owned directly by  Mr. Marx and 28,233  shares owned by  United
    Equities  Company, a registered broker dealer which is a general partnership
    in which  Mr. Marx  owns a  majority interest.  Does not  include  6,967,600
    shares  of common  stock owned by  CLS. See  'Principal Securityholders' and
    'Certain  Relationships   and  Related   Transactions  --   Agreements   and
    Transactions  with CLS.'  Mr. Marx  is a  director of  CLS and  also a major
    holder of the stock of that company.
    
 
   
(4) Includes 3,600 shares which could be  acquired upon conversion (at the  rate
    of  $5.00 per share)  of $18,000 principal  amount of Convertible Debentures
    owned directly by Mr. Press  or held in a trust  for which he serves as  the
    trustee.
    
 
(5) Includes 11,111 shares as to which Mr. Russell has sole voting power, but as
    to  which disposition is restricted  pursuant to the terms  of the LTIP, and
    21,840 shares which Mr. Russell could acquire upon the exercise of presently
    exercisable stock options.
 
(6) Includes 33,333 shares as to which Mr. Weiss has sole voting power but as to
    which disposition is  restricted pursuant to  the terms of  the LTIP,  7,663
    shares  held on account for him under  the Company's 401(k) Savings Plan and
    20,000 shares which Mr. Weiss could  acquire upon the exercise of  presently
    exercisable stock options.
 
(7) See Notes (1) through (6) for details with respect to such ownership.
 
                                       6
 

<PAGE>

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
                                                                          AS OF JULY 31, 1995
                                                                        -----------------------
                                                                        NUMBER OF    PERCENTAGE
                      NAME OF BENEFICIAL OWNER                           SHARES      OF SHARES
---------------------------------------------------------------------   ---------    ----------
 
<S>                                                                     <C>          <C>
Cooper Life Sciences, Inc............................................   6,967,600       20.29%
</TABLE>

    
 

EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The table below shows compensation paid in  or with respect to each of  the
last  three  fiscal  years to  the  person  who served  as  the  Company's chief
executive officer during fiscal 1994, to each  of the persons who were, for  the
fiscal  year ended October 31, 1994,  the four most highly compensated executive
officers of the Company or its subsidiaries, and one former executive officer.
 

<TABLE>
<CAPTION>
                                         ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                               ---------------------------------------   ----------------------------------------
                                                                                  AWARDS              PAYOUTS
                                                                         -------------------------   -----------
                                                                         RESTRICTED    SECURITIES              
  NAME AND PRINCIPAL                                    OTHER ANNUAL       STOCK       UNDERLYING                      ALL OTHER
       POSITIONS        YEAR    SALARY       BONUS     COMPENSATION(3)     AWARDS     OPTIONS/SARS   LTIP PAYOUTS   COMPENSATION(7)
----------------------- ----   --------     --------   ---------------   ----------   ------------   ------------   ---------------
 
<S>                     <C>    <C>          <C>        <C>               <C>          <C>            <C>            <C>
Allan E.                1994   $ 68,694(2)       -0-           N/A             -0-           -0-            -0-              -0-
  Rubenstein(1) ....... 1993   $ 63,625(2)       -0-           N/A             -0-           -0-       $  1,770              -0-
  Chairman of the Board
 
A. Thomas Bender ...... 1994   $243,583     $168,191           N/A        $ 16,000(5)    100,000            -0-        $     524
  President and Chief   1993   $188,285     $128,034           N/A             -0-         3,220       $  7,080              -0-
  Executive Officer(4)  1992   $185,450(4)  $128,492           N/A             -0-        10,000(6)    $ 12,625              -0-
 
Robert S. Holcombe .... 1994   $239,167     $166,220           N/A        $ 48,000(9)        -0-            -0-        $   1,300
  Senior Vice President 1993   $227,500     $ 11,375           N/A             -0-        23,940       $  3,717        $     651
  and General Counsel   1992   $211,174(8)  $ 39,600           N/A             -0-           -0-            -0-        $     362
 
Mark R. Russell ....... 1994   $249,828     $135,196           N/A        $ 16,000(10)        -0-           -0-        $   1,118
  President and CEO of  1993   $237,489     $ 35,688           N/A             -0-        21,840            -0-        $   1,118
  Hospital Group of     1992*  $ 87,992          -0-           N/A             -0-        80,000(6)         -0-        $     574
  America, Inc.
 
Robert S. Weiss ....... 1994   $247,271(8)  $155,690           N/A        $ 48,000(11)     40,000           -0-        $     786
  Senior Vice           1993   $236,391(8)  $ 10,319           N/A             -0-           -0-       $ 10,620        $     447
  President, Treasurer  1992   $210,000(8)  $ 39,000           N/A             -0-           -0-            -0-        $     362
  and Chief Financial
  Officer
 
Steven G.               1994   $208,667(13)      -0-           N/A        $192,001(15)       -0-       $472,506(16)    $ 205,609(17)
  Singer(12) .......... 1993   $302,500     $118,906           N/A             -0-           -0-            -0-        $   1,791
                        1992   $324,674(8)       -0-       $98,459(14)         -0-           -0-            -0-        $   1,782
</TABLE>

 
------------
 
   * All amounts shown for fiscal 1992 cover the period from May 29, 1992,  when
     Hospital  Group  of  America, Inc.  was  acquired by  the  Company, through
     October 31, 1992.
 
 (1) Dr. Rubenstein assumed  the position  of Acting  Chairman of  the Board  in
     April  1993. He served in that position through June 1994; in July 1994, he
     assumed the position of Chairman of the Board.
 
 (2) See 'Executive Compensation -- Compensation of Directors' for a description
     of compensation paid to non-employee directors.
 
 (3) Excludes perquisites  received as  the  value thereof  did not  exceed  ten
     percent of any listed person's annual salary and bonus.
 
 (4) Mr.  Bender assumed the positions of  President and Chief Executive Officer
     in May 1995. Prior thereto, he was serving as Executive Vice President  and
     Chief Operating Officer.
 
 (5) As of October 31, 1994, Mr. Bender owned 11,111 shares of restricted stock;
     the  aggregate fair market value of those  shares was $28,444 as of October
     31, 1994. Restrictions will be removed from
 
                                              (footnotes continued on next page)
 
                                       7
 

<PAGE>
(footnotes continued from previous page)
     the 11,111 shares on May 25, 1996, assuming Mr. Bender is still an employee
     of the Company. Those shares are eligible to receive any dividends paid  by
     the Company prior to the removal of restrictions therefrom.
 
 (6) Cancelled  and replaced by the option granted  in 1993 for a smaller number
     of shares bearing a lower exercise price.
 
 (7) With the  exception  of Mr.  Singer  in fiscal  1994,  consists of  a  $200
     contribution by the Company to a 401(k) account (for each person other than
     Mr. Bender) and premiums on life insurance policies.
 
 (8) Includes  directors' fees  paid to:  (i) Mr.  Holcombe during  a portion of
     fiscal 1992, (ii) Mr. Singer during a portion of fiscal 1992 and (iii)  Mr.
     Weiss  during a portion of fiscal 1992, all of fiscal 1993 and a portion of
     fiscal 1994.
 
 (9) As of October  31, 1994,  Mr. Holcombe  owned 33,333  shares of  restricted
     stock; the aggregate market value of those shares was $85,332 as of October
     31, 1994. Restrictions were removed from those shares on January 3, 1995 in
     connection  with the entering into of  an amendment dated November 16, 1994
     to Mr. Holcombe's Employment Agreement with the Company, which reduced  the
     severance  to  which  Mr.  Holcombe would  be  entitled  if  his employment
     terminates  under  certain  circumstances.  See  'Executive Compensation --
     Contracts.'
 
(10) As of  October 31,  1994, Mr.  Russell owned  11,111 shares  of  restricted
     stock; the aggregate market value of those shares was $28,444 as of October
     31,  1994. Restrictions will be removed from  those shares on May 25, 1996,
     assuming Mr. Russell is still an employee of the Company. Those shares  are
     eligible  to receive any dividends paid by the Company prior to the removal
     of restrictions therefrom.
 
(11) As of October 31, 1994, Mr. Weiss owned 33,333 shares of restricted  stock;
     the  aggregate market value of  those shares was $85,332  as of October 31,
     1994. Restrictions  will be  removed from  those shares  on May  25,  1996,
     assuming  Mr. Weiss is still  an employee of the  Company. Those shares are
     eligible to receive any dividends paid by the Company prior to the  removal
     of restrictions therefrom.
 
(12) Mr.  Singer,  the  Company's  former  Executive  Vice  President  and Chief
     Operating Officer, commenced a  leave of absence on  March 29, 1994,  which
     continued through his termination on June 30, 1994.
 
(13) Through  June 30, 1994, the date on  which Mr. Singer's employment with the
     Company terminated. For a  description of the  agreement pursuant to  which
     Mr.  Singer's  employment  was  terminated,  see 'Executive Compensation --
     Contracts.'
 
(14) Amount  received upon  exercise of  phantom stock  units awarded  under the
     Company's LTIP.
 
(15) Represents the fair market value on the date of grant of 133,334 shares  of
     restricted  stock granted to  Mr. Singer in fiscal  1994 in connection with
     the Turn-Around Incentive Plan. Restrictions were removed from those shares
     in connection  with the  termination of  Mr. Singer's  employment with  the
     Company.
 
(16) Represents  the taxable gain  recognized in fiscal 1994  by Mr. Singer upon
     the removal  of restrictions  from 182,611  shares of  restricted stock  in
     connection  with  the  termination  of  Mr.  Singer's  employment  with the
     Company.
 
(17) Represents a  $200  contribution by  the  Company to  Mr.  Singer's  401(k)
     account,  the premium on a life insurance policy and the value of cash paid
     and equipment transferred to Mr. Singer  in fiscal 1994 in connection  with
     the termination of Mr. Singer's employment with the Company.
 
                                       8
 

<PAGE>
              OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1994
 

<TABLE>
<CAPTION>
                                                              PERCENT OF
                                                             TOTAL OPTIONS
                                                              GRANTED TO
                                                   OPTIONS   EMPLOYEES IN    EXERCISE PRICE   EXPIRATION      GRANT DATE
                      NAME                         GRANTED    FISCAL YEAR      PER SHARE         DATE      PRESENT VALUE(3)
-------------------------------------------------  -------   -------------   --------------   ----------   -----------------
 
<S>                                                <C>       <C>             <C>              <C>          <C>
A. Thomas Bender.................................  25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
                                                   25,000 (1)     6.10%          $ 1.06         3/29/04         $12,358
Robert S. Holcombe...............................     -0-
Allan E. Rubenstein..............................     -0-
Mark R. Russell..................................     -0-
Robert S. Weiss..................................  10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
                                                   10,000 (2)     2.44%          $ 2.56        10/27/04         $13,453
Steven G. Singer.................................     -0-
</TABLE>

 
------------
 
(1) For  Mr. Bender's option to vest, two  tests must be met simultaneously: (a)
    Mr. Bender shall remain as the Chief Executive Officer of the Company for  a
    specified  period of time following the date  of grant, and (b) the price of
    the  Company's  Common   Stock  shall  have   reached  a  specified   level.
    Specifically,  25,000 shares of the  100,000 share option became exercisable
    immediately, 25,000  shares became  exercisable  on March  29, 1995  and  an
    additional  25,000 shares will become exercisable  on each of March 29, 1996
    and 1997, assuming that Mr. Bender continues to serve as the Company's Chief
    Executive Officer. Despite the foregoing,  before any portion of the  option
    can  be exercised, the Average Price (as defined in the Option Agreement) of
    a share of the Company's Common Stock  must equal or exceed $1.50 per  share
    with  respect to  the first 33,333  shares available for  purchase under the
    option, $3.00 per share with respect  to the second 33,333 shares and  $5.00
    per share with respect to the last 33,334 shares. During the period of April
    1,  1999 through September 29, 2003,  assuming no previous forfeiture of the
    option, any portion of the option which has not yet become exercisable shall
    become exercisable  if the  Average Price  of a  share of  the Common  Stock
    equals  or  exceeds $10.00.  If any  portion  of the  option has  not become
    exercisable by September 30,  2003, and the option  has not previously  been
    forfeited,  it  shall  become exercisable  on  that date.  Vesting  could be
    accelerated upon the occurrence  of certain events relating  to a change  in
    control of the Company.
 
(2) Twenty-five  percent  of the  40,000  share option  became  exercisable upon
    grant. The  remainder 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   $4.00,  $5.00  and   $6.00,
    respectively,  if Mr. Weiss is still employed by the Company on those dates.
    If any portion of the option has not become exercisable by July 27, 2004, it
    shall become  exercisable on  that  date, provided  Mr.  Weiss is  still  an
    employee of the Company.
 
(3) Calculated  using the Minimum Value Option Pricing model and assuming a rate
    of 6.48% on  U.S. Treasury Bonds  for Mr.  Bender and 7.74%  for Mr.  Weiss.
    Minimum Option Value per share equals the fair market value of the Company's
    Common  Stock on the date of grant  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
    price  at which the shares underlying the option are ultimately sold exceeds
    the exercise price of the option.
 
                                       9
 

<PAGE>
                AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
               OCTOBER 31, 1994 AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                                     NUMBER OF SECURITIES         VALUE OF UNEXERCISED
                                                                    UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS
                                   SHARES ACQUIRED     VALUE      OPTIONS AT FISCAL YEAR END       AT FISCAL YEAR END
              NAME                   ON EXERCISE      REALIZED    EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
--------------------------------   ---------------    --------    --------------------------    -------------------------
 
<S>                                <C>                <C>         <C>                           <C>
A. Thomas Bender................        3,220          $7,052            25,000/75,000               $37,500/$112,500
Robert S. Holcombe..............          -0-             -0-                 23,940/0                     $47,880/$0
Allan E. Rubenstein.............          -0-             -0-                      0/0                          $0/$0
Mark R. Russell.................          -0-             -0-                 21,840/0                     $43,680/$0
Robert S. Weiss.................          -0-             -0-            20,000/30,000                          $0/$0
Steven G. Singer................          -0-             -0-                      0/0                          $0/$0
</TABLE>

 
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 the applicable
annual  maximum compensation permitted  to be taken  into account under Internal
Revenue Service  guidelines 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  and Weiss are
approximately $21,000, $31,000 and $53,000, respectively.1 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.
Singer,  who is vested under the plan  and whose employment with the Company has
been terminated, will, upon reaching age 65, be entitled to receive a pension of
$11,981 per year. Neither Mr. Russell nor Dr. Rubenstein is a participant in the
plan.
 
CONTRACTS
 
     The Company is a party to employment agreements with Robert S. Holcombe and
Robert S. Weiss.  CooperVision, Inc., one  of the Company's  subsidiaries, is  a
party  to an agreement with  A. Thomas Bender. Hospital  Group of America, Inc.,
another subsidiary,  is a  party to  an  agreement with  Mark R.  Russell.  Each
agreement  provides that employment shall  continue until terminated, except the
agreement relating to Mr. Russell, which  expires on July 1, 1997.  Compensation
paid  pursuant thereto and awards under the  Company's LTIP are set forth on the
foregoing tables.  Subject to  the amendments  described below  with respect  to
Messrs.  Bender  and  Holcombe,  if  (i)  the  Company  or  relevant  subsidiary
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 the relevant subsidiary  will
pay  Mr. Bender 200% and each of Messrs. Holcombe, Russell and Weiss 150% 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).  In addition,  subject to the
amendment described below with respect to Mr. Holcombe, Messrs. Bender, Holcombe
and  Weiss  would  continue  to   participate  in  the  Company's  or   relevant
subsidiary'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  Company's Incentive Payment Plan  (or
any comparable plan then in
 
------------
1 These  numbers  have  declined  from  estimates  reported  in  previous  years
  following recent action taken by the Internal Revenue Service to decrease  the
  maximum wages on which qualified pension benefits can be computed.
 
                                       10
 

<PAGE>
effect)  based on the  number of months he  served during the  year in which the
termination occurs. Each of those individuals would also become fully vested  in
all  benefits due under the Retirement Income Plan. 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.
 
     In March 1994 and May 1995,  Mr. Bender's employment agreement was  amended
in  connection with  his assumption of  additional responsibilities. Information
relating to Mr. Bender's  salary, bonus and  grant of a  stock option under  the
Company's  LTIP is contained in  the charts appearing prior  to this section. In
addition, the amendments  provide for  Mr. Bender to  receive additional  grants
under  the LTIP in each of March 1995,  1996 and 1997, of options to purchase up
to 33,333 shares of the Company's Common  Stock at the then current fair  market
value  of  such shares,  provided he  is  still serving  as the  Company's Chief
Executive Officer. The agreement further provides  that if Mr. Bender is  asked,
at  any  time, to  relinquish the  position  of Chief  Executive Officer  of the
Company, such  relinquishment  will not  entitle  Mr. Bender  to  terminate  his
employment  for  Good Reason  and will  not constitute  a termination  under the
agreement so  long  as  Mr. Bender  remains  in  the position  of  President  of
CooperVision, Inc.
 
     On  November 16, 1994, Mr. Holcombe  and the Company amended Mr. Holcombe's
employment agreement to eliminate his  ability to terminate his employment  with
Good  Reason as a  result of the  Change in Control  occasioned by the departure
from the  Company of  certain members  of senior  management. In  addition,  the
severance  payments and the  duration of post-termination  benefits to which Mr.
Holcombe would be entitled if his employment is terminated by the Company  under
certain  conditions or  if he elects  to terminate his  employment under certain
conditions were decreased from 150%  to 125% of annual  base salary and from  18
months  to 15 months  of post-termination benefits. In  exchange for agreeing to
those amendments, Mr. Holcombe  received a payment of  $47,500 in November  1994
and  had restrictions removed from 33,333  shares of restricted stock on January
3, 1995.
 
     Mr. Singer's  employment with  the  Company was  terminated pursuant  to  a
settlement  agreement executed  on August 30,  1994 but  which was retroactively
effective to June 30, 1994. In connection with that termination, Mr. Singer made
certain representations  and  warranties  relating to  noncompetition  with  the
Company  and nondisclosure of any of  the Company's proprietary information. Mr.
Singer, on behalf  of himself  and all  members of  his family  other than  Gary
Singer, released the Company from liability for certain legal fees and granted a
release  from any claims relating to any  aspect of any relationship between the
Company and such  members of his  family. Mr. Singer  received from the  Company
payment  for his accrued  but unused vacation time,  additional cash payments of
approximately $60,000 to Mr. Singer and $25,000 to an attorney representing  Mr.
Singer  in  connection with  Company matters,  315,945  shares of  the Company's
Common Stock from which all restrictions had been removed and the furnishings of
his office. Until  June 1997, the  Company will continue  to provide Mr.  Singer
with  medical and life insurance along with a monthly stipend of $2,000 to cover
the costs of office and secretarial services and an automobile lease. Mr. Singer
will remain eligible for an award of  restricted stock granted to him under  the
Company's  1993 Turn-Around Incentive Plan if  certain of that Plan's thresholds
are satisfied before  June 30,  1997. The Company  released Mr.  Singer and  his
relatives  other  than  Gary Singer  from  claims relating  to  the relationship
between the  Company  and  Mr.  Singer and  events  relating  to  certain  legal
proceedings  in which  Mr. Singer and/or  Gary Singer were  named as defendants,
except that  the  Company  retained  the right  to  assert  claims  against  any
disgorgement  or  restitution fund  established in  connection with  those legal
proceedings.
 
     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
 
                                       11
 

<PAGE>
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. On January  16,
1995,  the Board  of Directors  amended the LTIP  to provide  that, with certain
exceptions, the  occurrence of  a Change  in Control  or a  Potential Change  in
Control  would have no  effect on any  awards made under  the LTIP subsequent to
December 19, 1994.
 
     Messrs. Bender, Holcombe, Russell, Singer and Weiss are participants in the
Turn-Around  Incentive  Plan,  a  plan  adopted  in  May  1993  to   incentivize
participants  to continue working towards a  solution to the Company's then most
significant problems,  such as  liability arising  from breast  implant  product
liability  lawsuits. Distributions were  to be made under  that plan following a
comprehensive resolution of  the breast implant  liability issue, provided  that
the  trading price of the Company's common stock over a specified period of time
also must have  equalled or exceeded  $1.50 and $3.00  per share,  respectively.
Following  satisfaction of the  first trading price benchmark  in May 1994, plan
participants received an  award, which  was paid partly  in cash  and partly  in
shares  of  restricted stock  bearing  restraints on  disposition  until certain
further conditions have been satisfied. The  plan provides that, if a  benchmark
is  satisfied  and restricted  stock is  distributed,  all restrictions  will be
removed from those  restricted shares  on specified dates  or upon  termination,
despite  the employee's failure to have  remained employed until those specified
dates, if the employee (i)  is terminated by the  Company without Cause or  (ii)
terminates  his employment with Good  Reason (as those terms  are defined in the
plan).
 
COMPENSATION OF DIRECTORS
 
     Prior to May 23, 1994, 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). With  the election of Mr.  Bender to the Board  on
May  23, 1994, the Board  determined that quarterly payments  would no longer be
paid with respect to any  director who is also an  employee of the Company or  a
subsidiary. With respect to each director who is not also a paid employee of the
Company  or a  subsidiary, the Board  implemented a scaled-back  fee schedule on
September 13, 1994. Each non-employee director  is now entitled to receive  fees
ranging  from $125  to $1,000 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 maximum fee payable  in connection with that day's
meetings 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 such.
 
     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.
 
C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Mel Schnell became a director and a member of the Compensation Committee of
the Board of Directors in September 1993 and served in those positions until his
death in May 1995. He also served
 
                                       12
 

<PAGE>
as  the President and a director  of CLS and was a  major holder of the stock of
that company. For  information regarding  transactions between  the Company  and
CLS,  see  'Certain Relationships  and  Related Transactions  --  Agreements and
Transactions with CLS.'
 
     Michael Kalkstein is a partner in a law firm which provides legal  services
to the Company.
 
                      REPORT OF THE COMPENSATION COMMITTEE
 
     In  accordance with  the rules  and regulations  of the  SEC, the following
report of the Compensation/Long Term Incentive Plan Committee (the  'Committee')
and  the  performance graph  immediately thereafter  shall not  be deemed  to be
'soliciting material' or to  be 'filed' with the  SEC or subject to  Regulations
14A  or 14C  of the  Exchange Act  or to  the liabilities  of Section  18 of the
Exchange Act and shall not  be deemed to be  incorporated by reference into  any
filing  under  the Securities  Act of  1933,  as amended,  or the  Exchange Act,
notwithstanding any general incorporation by  reference of this Proxy  Statement
into any other filed document.
 
SCOPE OF THE COMMITTEE; MEMBERS
 
     Throughout  fiscal 1994, the  period covered by  this report, the Committee
was composed of three outside directors: Messrs. Filler, Kalkstein and  Schnell.
Following the death of Mr. Schnell in May 1995, Mr. Press joined the Committee.
 
     In  1993, the Committee retained  Towers Perrin, an independent, nationally
recognized compensation  consulting  firm, and  with  its assistance  created  a
charter defining the Committee's scope and philosophy. The charter provides that
the  Committee will review and  approve all aspects of  the compensation paid to
the Company's five most highly paid executives, all salaries and raises paid  to
individuals  whose annual  base pay  is $150,000  or greater  and all agreements
providing for  the payment  of benefits  following a  change in  control of  the
Company  or severance  following a termination  of employment.  The charter also
called for  the Committee  to review  and approve  the terms  of each  incentive
compensation  and bonus program in effect and the aggregate amounts which can be
awarded thereunder on a yearly  basis and in the  aggregate. The members of  the
Committee also administer the Company's LTIP.
 
EXECUTIVE COMPENSATION FOR FISCAL 1994
 
     In  accordance with the charter established by the Committee, the Committee
articulated  a  philosophy  governing  its  determination  of  compensation  for
executive  officers.  That  philosophy  recognized the  need  to  honor existing
employment agreements  and  expressed  the  belief  that  executives  should  be
compensated  at  competitive  levels  which will  serve  to  attract  and retain
talented employees. Inherent in the compensation philosophy was a recognition of
the difficulty of retaining such employees when the Company was dealing with the
serious legal  and financial  problems confronting  it at  that time,  and  when
traditional  performance-based compensation  methods offered  few incentives. As
the Company's  legal problems  have  been subsiding  and  the Company  has  been
returning   to   profitability,   increasing  emphasis   is   being   placed  on
performance-based compensation in fiscal 1995 and  will continue to be in  years
subsequent thereto.
 
     In  keeping  with the  goal of  enhancing  the Company's  profitability and
building long-term  stockholder  value,  the  Company's  long-term  compensation
programs are designed to reward the growth of stockholder value through improved
stock market performance, as well as to reward long-term service to the Company.
The  value of awards under  such plans is primarily  dependent upon increases in
the price  of the  Company's Common  Stock over  a period  of up  to ten  years.
Generally,  the  plans  require  employees to  remain  employed  by  the Company
throughout the period in order to receive their awards.
 
     During fiscal 1994, the Company's executive officers dealt with a number of
significant issues, including:
 
          (a) the consummation  of an  Exchange Offer  and Consent  Solicitation
     relating  to the  Company's Convertible  Debentures, which  resulted in the
     waiver of any defaults or potential defaults that may have occurred through
     January   6,    1994   under    the   Indenture    governing   that    debt
 
                                       13
 

<PAGE>
     and  the adoption of various amendments  to the Indenture to remove certain
     of the stringent operating restraints contained therein;
 
          (b) criminal litigation  which led  to a  finding of  guilt against  a
     former  officer and director of the  Company and, derivatively, against the
     Company;
 
          (c) following completion of the  criminal trial, the resumption of  an
     SEC enforcement action against the Company, which was subsequently settled,
     and  certain derivative litigation closely tied  to matters at issue in the
     criminal and SEC litigation;
 
          (d) the expenditure of substantial amounts of money on legal fees  and
     costs  related to the payment of settlements and fines which, when combined
     with  operating  losses,   caused  the  Company   to  experience   negative
     stockholder equity since early in fiscal 1994;
 
          (e)  a drastic reduction in the Company's cash and cash equivalents as
     a result of the above matters  and the breast implant litigation which  was
     favorably settled just prior to the beginning of fiscal 1994;
 
          (f) the negotiation and implementation of an $8 million line of credit
     for one of the Company's subsidiaries; and
 
          (g)  the subsequent slowdown in spending  for legal matters, such that
     legal expenditures and other headquarters and operating expenses  decreased
     significantly  by  year-end, leading  to  the Company  reporting profitable
     third and fourth quarters in fiscal 1994.
 
     Decisions made by  the Committee  with respect to  compensation for  fiscal
1994  took into account  all of the  above-mentioned developments, the Company's
unique and  difficult circumstances,  the progress  that was  made in  resolving
those difficulties and a variety of other factors. The Committee continued to be
guided  by the compensation guidelines established by the Committee in 1993. The
Committee's two-pronged  philosophy focused  first on  the Company's  short-term
need  to retain members of senior management and to provide them with incentives
to seek and implement solutions to  the Company's legal and financial  problems,
and  second on the  relationship between compensation  and operating results. As
successful solutions to the legal and financial problems are being attained, the
Committee has been moving towards placing greater emphasis on operating results,
and therefore tying  a larger portion  of the future  compensation of  executive
officers  more closely to the operating  results of the Company's business units
and  to  the  creation  of  stockholder  value  as  measured  by  stock   market
performance.
 
     In establishing compensation, salary levels for all executive officers were
highly  influenced by the terms of existing employment agreements. Participation
levels under the Company's 1994 Incentive  Payment Plan were set at  percentages
of  base  salaries  previously  assigned  to  designated  positions  within  the
corporate structure, modified  to reflect the  recommendations of the  Company's
Chief  Operating  Officer.  While  the first  distribution  under  the Company's
Turn-Around Incentive  Plan (which  was established  to address  the unique  and
severe  problems facing the Company  when that plan was  adopted in fiscal 1993)
was made  during fiscal  1994, eligibility  and award  levels were  assigned  in
fiscal  1993 based on the recommendations  of Towers Perrin in consultation with
the then Chief Operating Officer and the Committee. The distribution made  under
the  Turn-Around Incentive Plan occurred during  fiscal 1994 due to the increase
in the trading price for the Company's Common Stock.
 
     The  Committee's  decisions  regarding  the  base  salaries  of  individual
executive officers during fiscal 1994 and the actual amounts awarded in December
1994  under  the  1994 Incentive  Payment  Plan  took into  account  the factors
described in this report,  as well as the  Committee's desire to compensate  the
Company's  employees  at  rates similar  to  those paid  to  individuals holding
comparable positions in companies whose  businesses or other circumstances  were
similar to the Company's.
 
     In connection with setting base salaries, the Committee placed the greatest
weight  on a combination  of the individual  executive officer's performance and
the current compensation package in place for each such officer. The performance
of the Company was deemed to be the second most important element to consider in
determining base salaries.
 
     In making the actual awards under the 1994 Incentive Payment Plan,  primary
consideration  was given to the performance of the Company or the subsidiary for
which the plan participant worked.
 
                                       14
 

<PAGE>
   
Incentive Payment  Plan  awards are  paid  when the  operating  businesses  meet
specified  sales,  income  and  cash flow  thresholds,  and  when  the Company's
consolidated results meet specified income and  cash flow tests. In addition,  a
portion  of each individual's award  can be granted on  a discretionary basis by
the Committee. Only  Mr. Bender had  an Incentive Payment  Plan award that  took
into  account both the performance of  CooperVision, Inc., which exceeded all of
its  budgeted  performance  levels,  and  of  the  Company  on  a   consolidated
basis -- given his dual role as an officer of both CooperVision and the Company.
Only  Mr. Bender was granted by the Committee the maximum amount allowable under
the discretionary portion of his bonus plan.
    
 
     While, as noted above, additional factors were taken into consideration  in
connection  with both the setting  of base salaries and  the awarding of bonuses
under the Incentive Payment Plan, no attempt  was made to rank those factors  as
to level of importance. Because of the Company's improved performance by the end
of fiscal 1994, the percentage of overall compensation received by the executive
officers   in  fiscal  1994  derived  under   the  Incentive  Payment  Plan  was
significantly higher than in fiscal 1993.
 
CEO COMPENSATION FOR FISCAL 1994
 
     Dr. Rubenstein became the Company's Acting  Chairman of the Board on  April
13,  1993 and held that position until July  9, 1994, when he was named Chairman
of the Board. His responsibilities consist primarily of directing the activities
of the Board and serving as a  spokesman for the Company with stockholders,  the
financial community and the press. In addition, he serves as the Chairman of the
Management  Committee,  which  provides  oversight  to  and  consults  with  the
Company's  senior  management.  In   recognition  of  the  Company's   financial
difficulties, Dr. Rubenstein agreed to assume those responsibilities without any
change  in  his compensation.  He receives  only  those fees  as are  payable to
non-employee  directors,  which  are  described  above  under  'Compensation  of
Directors.'
 
     A.  Thomas  Bender  did not  assume  the  position of  President  and Chief
Executive Officer of the Company until fiscal 1995.
 
            THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
                                 MARK A. FILLER
                              MICHAEL H. KALKSTEIN
                                  DONALD PRESS
 
                                       15
 

<PAGE>
                               PERFORMANCE GRAPH
 
     The following graph compares the  cumulative total return on the  Company's
Common Stock with the cumulative total return of the Standard & Poor's 500 Stock
Index  and  the Standard  & Poor's  Medical  Products &  Supplies Index  for the
five-year period ended October 31, 1994. The graph assumes that the value of the
investment in the Company  and in each  index was $100 on  October 31, 1989  and
assumes  that all dividends were reinvested. Although the Company has chosen the
Standard &  Poor's Medical  Products &  Supplies Index  as containing  companies
whose  businesses are most comparable to the Company's primary business segment,
healthcare products, the  companies included  in such  index (C.  R. Bard  Inc.,
Bausch & Lomb, Inc., Baxter International Inc., Becton, Dickinson & Co., Biomet,
Inc.,  Boston  Scientific Corp.,  Medtronic, Inc.,  St.  Jude Medical,  Inc. and
United States Surgical Corp.) are all substantially larger than the Company  and
engaged  in healthcare  products and services  businesses different  from, or in
addition to, the Company's healthcare products businesses.
 
                           RETURN TO STOCKHOLDERS OF
                           THE COOPER COMPANIES, INC.
 
                               [PERFORMANCE GRAPH]


<TABLE>
<CAPTION>
                                                   Five Year Total Return
                                    1989        1990        1991        1992        1993        1994
                                    ----        ----        ----        ----        ----        ----
<S>                                 <C>        <C>          <C>         <C>        <C>          <C>
The Cooper Companies, Inc.        100.00      145.00      125.00       55.00       27.48       105.00
S&P Medical Products & Supplies   100.00      117.07      208.50      199.64      151.54       173.28
S&P 500                           100.00       92.49      123.47      135.73      155.93       161.97
</TABLE>



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
AGREEMENTS AND TRANSACTIONS WITH CLS
 
     The Company entered into  a Settlement Agreement with  CLS, dated June  14,
1993  (the 'Settlement Agreement'), to resolve all pending 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 (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 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 must  be reasonably acceptable to  the
Company)  by CLS. The  number of CLS designees  will decline to  two if CLS owns
less than 5,400,000
 
                                       16
 

<PAGE>
shares of Common  Stock and to  one if CLS  owns less than  2,400,000 shares  of
Common  Stock, subject to  CLS's right to designate  additional directors if the
term of the agreement is extended under certain circumstances. 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 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 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 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  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 with  respect to Board  representation and  voting, and the
restrictions on CLS's  acquisition and  transfer of securities  of the  Company,
were  to terminate on June  14, 1995, or earlier  if CLS beneficially owned less
than 1,000,000  shares  of Common  Stock,  subject to  extension  under  certain
circumstances. In January 1995, in connection with an amendment to the Company's
Rights Agreement dated as of October 29, 1987, between the Company and The First
National  Bank of Boston (the 'Rights  Agreement'), as Rights Agent, the Company
and CLS amended  the 1993 Settlement  Agreement to provide  that the  provisions
relating  to CLS's representation on the Company's Board, CLS's obligations with
respect to voting its  securities of the Company  and the restrictions on  CLS's
acquisition  and transfer  of securities  of the  Company, will  now end  on the
earlier of  (i)  the  first date  on  which  CLS beneficially  owns  fewer  than
1,000,000  shares of the Company's outstanding  Common Stock or (ii) October 31,
1996, or  if  any person  (other  than Messrs.  Schnell  and Marx)  becomes  the
beneficial  owner of 20%  or more of  the outstanding shares  of common stock of
CLS, then on April 30, 1997.
 
     Following termination of the 1993 Settlement Agreement and through June 12,
2002, CLS will continue to have the contractual right that it had pursuant to  a
1992 settlement agreement between CLS and the Company to designate two directors
of  the Company, so  long as CLS continues  to own at  least 2,400,000 shares of
Common Stock, or one director, so long as it continues to own at least 1,000,000
shares of Common Stock.
 
B
USINESS RELATIONSHIPS
 
     Michael H. Kalkstein,  a director  of the Company  since April  1992, is  a
partner  in the law firm of Graham & James, which has been compensated for legal
services rendered to the Company in fiscal 1994. Mr. Kalkstein was a partner  in
the  law  firm  of  Berliner  Cohen through  August  1994.  That  firm  was also
compensated for legal services rendered to the Company in fiscal 1994.
 
                                       17
 

<PAGE>
 
               PROPOSAL 2 -- REDUCTION OF AUTHORIZED SHARES OF
                           COMMON AND PREFERRED STOCK
 
GENERAL
 
   
     The Restated  Certificate  of Incorporation  of  the Company,  as  amended,
presently  authorizes the  issuance of a  total of 100,000,000  shares of Common
Stock, $.10 par value, and 10,000,000 shares of Preferred Stock, $.10 par value.
On August 10,  1995, the  record date, 34,327,878  shares of  Common Stock  were
issued  and outstanding.  As of  that date,  no shares  of Preferred  Stock were
issued and  outstanding. The  Company has  reserved 3,330,531  shares of  Common
Stock  for future issuance in connection with the LTIP and RSP, 1,858,000 shares
for issuance  upon conversion  of  outstanding Convertible  Debentures,  710,001
shares  for issuance upon the exercise  of all currently outstanding options and
537,794 shares  for issuance  upon  the exercise  of all  currently  outstanding
warrants.
    
 
   
     On  June 7, 1995, the Board of Directors adopted a resolution proposing and
declaring the advisability of an amendment to the Company's Restated Certificate
of Incorporation decreasing the authorized number of shares of stock which could
be issued by the Company. Assuming  approval of the one-for-three reverse  stock
split  described in Proposal 3,  the authorized shares of  Common Stock would be
reduced from 100,000,000 to  20,000,000 and the  authorized shares of  Preferred
Stock  would be reduced from  10,000,000 to 1,000,000. In  the event the reverse
stock split is  not approved,  the authorized shares  of Common  Stock would  be
reduced  from 100,000,000 to  60,000,000 and the  authorized shares of Preferred
Stock would be  reduced from  10,000,000 to  2,000,000. The  Board of  Directors
directed   that  this  proposed   amendment  be  considered   by  the  Company's
stockholders at  the Annual  Meeting  on September  20,  1995. Two  versions  of
Article  IV(a) of the  Restated Certificate of Incorporation,  as proposed to be
amended, are set forth in full in Appendix A to this Proxy Statement, along with
the text of the related resolutions to be adopted by the stockholders. The first
version assumes approval of  the one-for-three reverse  stock split; the  second
version does not. Only the appropriate version will appear in the Certificate of
Amendment  actually filed with the office of the Secretary of State of Delaware.
Furthermore, such text is subject to change  as may be required by the  Delaware
Secretary  of State. Assuming  approval by the  stockholders, the amendment will
become effective as  of the date  and time it  is filed with  the office of  the
Secretary of State of Delaware.
    
 
PURPOSE AND EFFECT OF PROPOSED REDUCTION IN AUTHORIZED SHARES
 
     The  reduction  in authorized  shares of  stock will  allow the  Company to
reduce certain franchise tax expenses. The Company is a Delaware corporation and
is subject to  an annual franchise  tax payment under  Delaware law.  Delaware's
annual  franchise  tax  payment is  calculated  by  one of  two  methods  -- the
authorized shares method or  the assumed par value  capital method. Between  the
two  methods,  the lesser  tax  is payable.  After  adoption of  either proposed
amendment to  reduce the  number of  authorized shares,  the assumed  par  value
capital method of calculation produces the lower tax for the Company.
 
   
     On  March 1, 1995, the  Company was liable for  a Delaware franchise tax of
$55,200. Had  the Company's  proposed  reduction in  authorized shares  and  the
one-for-three  reverse  stock  split  been  in  effect,  the  Company's Delaware
franchise tax payable on  March 1, 1995  would have been  $30,200, a savings  of
approximately $25,000. Had the Company's proposed reduction in authorized shares
been  in effect without a  reverse stock split, such  that the authorized shares
would be 62,000,000, the  Company's Delaware franchise tax  payable on March  1,
1995  would have been $31,000, a  savings of approximately $24,000. Although the
Company cannot predict  the precise savings  it will effect  in future years  by
reducing  the number of  shares of Common  and Preferred Stock  authorized to be
issued and outstanding, it believes the savings will continue to be comparable.
    
 
     The Directors  of  the Company  believe  that, following  approval  of  the
reduction  in the number of shares of  Common and Preferred Stock of the Company
authorized to be issued and outstanding (whether or not the reverse stock  split
is approved and implemented), there should be sufficient authorized but unissued
shares  in each category  to provide the  Company with the  flexibility it might
need in the  future. Shares  are reserved for  issuance in  connection with  the
Company's LTIP and RSP, conversion of the Convertible Debentures and exercise of
outstanding options and warrants.
 
                                       18
 

<PAGE>
VOTE REQUIRED AND RECOMMENDATION
 
   
     The  affirmative  vote of  the  holders of  a  majority of  the  issued and
outstanding shares of Common Stock is necessary to approve the Amendment to  the
Restated  Certificate of Incorporation reducing  the number of shares authorized
t
o be issued. THE  BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR  THE APPROVAL OF  A
REDUCTION  IN THE  NUMBER OF  SHARES OF  STOCK AUTHORIZED  TO BE  ISSUED AND THE
RELATED AMENDMENT.
    
 

                 PROPOSAL 3 -- APPROVAL OF REVERSE STOCK SPLIT
 
GENERAL
 
   
     The Board of Directors  of the Company  has adopted resolutions  approving,
and authorizing the submission to stockholders for their approval, a proposal to
amend  the  Restated Certificate  of Incorporation  of the  Company to  effect a
one-for-three reverse stock split (the 'Reverse Split') of the presently  issued
and  outstanding shares of the Company's Common  Stock. The complete text of the
amendment to  the  Restated Certificate  of  Incorporation to  be  adopted  with
respect  thereto is set forth  in Appendix A hereto, along  with the text of the
related resolutions to be adopted by the stockholders. The text of the amendment
is subject to change as may be  required by the Delaware Secretary of State.  If
the   Reverse  Split  is  approved  by  the  requisite  vote  of  the  Company's
stockholders, it will be effective upon filing of the Amendment to the  Restated
Certificate  of Incorporation  with the  Delaware Secretary  of State,  and each
certificate representing shares of Common Stock outstanding immediately prior to
the Reverse Split (the  'Old Shares') will be  deemed automatically without  any
action  on the  part of  the stockholders to  represent one-third  the number of
shares of Common  Stock after the  Reverse Split (the  'New Shares');  provided,
however, that no fractional New Shares will be issued as a result of the Reverse
Split.  After the Reverse Split becomes effective, stockholders will be asked to
surrender certificates representing Old Shares in accordance with procedures set
forth in a letter  of transmittal to  be sent by the  Company. See 'Exchange  of
Stock  Certificates and Treatment of Fractional  Shares.' Upon such surrender, a
certificate representing the  New Shares  will be  issued and  forwarded to  the
stockholders. Each certificate representing Old Shares which remains outstanding
will  continue  to be  valid and  to represent  the appropriately  reduced whole
number of New Shares.
    
 
   
     The number of  shares of  capital stock authorized  to be  issued will  not
change as a result of the proposed Reverse Split; however, it will decrease upon
the approval by the stockholders of Proposal 2 above. Shares of the Common Stock
issued  pursuant to the Reverse Split will  be fully paid and nonassessable. The
voting and other rights that presently characterize the Common Stock will not be
altered by the Reverse Split.
    
 
     If Proposal 3 is approved by the stockholders of the Company, no individual
will then have the right under Delaware law to dissent from the Reverse Split of
the Common Stock.
 
PURPOSES OF THE PROPOSED REVERSE SPLIT
 
     The principal purpose of the proposed amendment is to reduce the number  of
shares  of Common  Stock outstanding. The  Board of Directors  believes that the
total  number  of  shares  currently  outstanding  is  disproportionately  large
relative  to the Company's present market capitalization. In addition, the Board
of Directors believes that the  present level of the  per share market price  of
the  Common  Stock  impairs its  acceptability  by the  financial  community and
investing public and that  the Reverse Split should  result in a broader  market
for  the Common Stock than that which  currently exists. The current share price
of the  Common  Stock may  limit  its  effective marketability  because  of  the
reluctance  of  many brokerage  firms and  institutional investors  to recommend
lower-priced stocks to their clients, or to hold them in their own portfolios. A
variety of brokerage house policies and practices tend to discourage  individual
brokers  within those firms from dealing with lower-priced stocks. Some of those
policies and practices  pertain to the  payment of brokers'  commissions and  to
time-consuming  procedures that  function to  make the  handling of lower-priced
stocks economically  unattractive  to brokers.  In  addition, the  structure  of
trading  commissions  also  tends to  have  an  adverse impact  upon  holders of
lower-priced stock because the  brokerage commission on  a sale of  lower-priced
stock  generally  represents a  higher percentage  of the  sales price  than the
commission on a relatively higher-
 
                                       19
 

<PAGE>
priced issue.  Moreover,  at  the  current share  price  of  the  Common  Stock,
stockholders are unable to obtain margin credit for their shares.
 
     Although there can be no assurance that the price of the Common Stock after
the  Reverse  Split will  actually increase  in an  amount proportionate  to the
decrease in the number of outstanding shares, the proposed Reverse Split  should
result  in a price level for the Common  Stock that will reduce, to some extent,
the effect of the above-referenced policies and practices of brokerage firms and
diminish the adverse impact of trading commissions on the market for the  Common
Stock,  as well as enable stockholders to  obtain margin credit for their shares
of Common Stock. The expected increased price level may also encourage  interest
and  trading in the Common Stock and  possibly promote greater liquidity for the
Company's stockholders, although such liquidity  could be adversely affected  by
the reduced number of shares of Common Stock outstanding after the Reverse Split
takes effect.
 
     There  can be  no assurance that  any or  all of these  effects will occur,
including, without limitation,  that the market  price per New  Share of  Common
Stock after the Reverse Split will be three times the market price per Old Share
of  Common Stock before the Reverse Split, or that such price will either exceed
or remain in excess of the  current market price. Stockholders should also  note
that  the Board of Directors  cannot predict what effect  the Reverse Split will
have on the liquidity or trading volume of the Common Stock.
 
EFFECT OF THE PROPOSED REVERSE SPLIT
 
   
     Assuming approval  of  the Reverse  Split  by  the requisite  vote  of  the
stockholders  at  the  meeting, the  Amendment  to the  Restated  Certificate of
Incorporation will thereafter promptly be  filed with the Delaware Secretary  of
State,  and the  Reverse Split  will become effective  as of  5:00 P.M., eastern
daylight savings time, on the date of such filing (the 'Reverse Split  Effective
Date').  Without  any  further  action  on  the  part  of  the  Company  or  the
stockholders, after the Reverse Split, the certificates representing Old  Shares
will  be  deemed to  represent  the appropriately  reduced  whole number  of New
Shares.
    
 
   
     As of August 10, 1995, the number of issued and outstanding Old Shares  was
34,327,878.  Following the  effectiveness of  the Reverse  Split, 11,442,626 New
Shares will be outstanding, assuming no  additional shares of Common Stock  have
been  issued  subsequent to  the  record date  but  prior to  the  Reverse Split
Effective Date.  The number  of holders  of the  Company's Common  Stock on  the
record  date  was  4,394.  The  proposed  Reverse  Split  will  not  affect  the
proportionate equity interest  in the holdings  of any holder  of Common  Stock,
except  as  may result  from the  provisions for  the elimination  of fractional
shares as described below under 'Exchange of Stock Certificates and Treatment of
Fractional Shares.'  The Reverse  Split  will result  in  the number  of  record
holders  decreasing by approximately  280 as a result  of such provisions, since
each of those holders  will own less  than one New  Share following the  Reverse
Split  Effective Date. In addition, the  number of record holders and non-record
holding beneficial owners (whose shares are registered in the name of a  nominee
or brokerage firm) who own at least 100 New Shares will be lower than the number
of  holders owning at least 100 Old Shares.  The Company may choose to engage in
an odd lot buyback program subsequent  to the Reverse Split. This program  would
result in a further reduction of the number of stockholders.
    
 
     The  par value of the Common Stock  will remain at $.10 per share following
the Reverse Split, and the number of shares of Common Stock outstanding will  be
reduced.  As a  consequence, the aggregate  par value of  the outstanding Common
Stock will  be reduced,  while the  aggregate  capital in  excess of  par  value
attributable  to  the  outstanding  Common Stock  for  statutory  and accounting
purposes will  be  correspondingly  increased.  The  resolutions  approving  the
Reverse  Split provide that this increase in capital in excess of par value will
be treated as capital for statutory purposes.
 
     The Company's Annual Report for the fiscal year ended October 31, 1994, and
the Company's Quarterly Report  on Form 10-Q for  the second fiscal quarter  and
six months ended April 30, 1995, which were mailed to stockholders together with
this  Proxy  Statement, include  the  consolidated financial  statements  of the
Company. If the Reverse Split is adopted, following the Reverse Split  Effective
Date,  the per share information and the average number of shares outstanding as
presented in previously issued consolidated financial statements of the  Company
would be restated to reflect the
 
                                       20
 

<PAGE>
Reverse  Split. The net loss per share of  Common Stock would be ($2.90) for the
fiscal year ended October  31, 1992, ($4.70) for  the fiscal year ended  October
31,  1993, and ($.47)  for the fiscal year  ended October 31,  1994, and the net
income (loss) per share  of Common Stock  for the three  months ended April  30,
1994  and 1995 would  be ($.38) and  $.05, respectively, and  for the six months
ended April 30, 1994 and 1995 would be ($.90) and $.08, respectively.
 
     Two outstanding benefit  plans, the  LTIP and  RSP, enable  the Company  to
grant  to  participants in  those plans  either  shares of  Common Stock  of the
Company or instruments which  are derivatives of the  Common Stock. The  Reverse
Split  will have the effect of reducing the number of shares reserved for future
issuances under such plans to one-third of their current amount. With respect to
all currently outstanding options  and warrants, the  Reverse Split will  reduce
the  number of shares purchasable under such options or warrants to one-third of
their current amount and correspondingly will increase the exercise price of the
outstanding options and warrants by a multiple of three. The conversion price on
the Convertible Debentures will increase from  $5.00 to $15.00 per share.  Under
the  Company's Rights Agreement, the number of Rights associated with each share
of Common Stock will increase from one to three following the Reverse Split.
 

<TABLE>
<CAPTION>
                                                                                              AFTER REVERSE
                                                                         PRIOR TO REVERSE       SPLIT AND
                                                                         SPLIT AND RELATED       RELATED
                                                                            CERTIFICATE        CERTIFICATE
                   NUMBER OF SHARES OF COMMON STOCK                          AMENDMENT          AMENDMENT
----------------------------------------------------------------------   -----------------    -------------
   
<S>                                                                      <C>                  <C>
Authorized............................................................      100,000,000         20,000,000
Outstanding on Record Date............................................       34,327,878         11,442,626
Reserved for issuance upon conversion of outstanding Convertible
  Debentures..........................................................        1,858,000            619,333
Reserved for issuance upon exercise of outstanding options............          710,001            236,667
Reserved for issuance upon exercise of outstanding warrants...........          537,794            179,264
Reserved for issuance in connection with future grants under the LTIP
  and RSP.............................................................        3,330,531          1,110,177
Available for issuance by action of the Board of Directors (after
  giving effect to the above reservations)............................       59,235,796          6,411,933
</TABLE>

    
 
     The Common  Stock  is  currently  registered under  Section  12(b)  of  the
Exchange  Act and, as a result, the Company is subject to the periodic reporting
and other  requirements of  the Exchange  Act. The  Common Stock  is listed  for
trading  on both  the NYSE and  the PSE. The  Reverse Split will  not effect the
registration of the Common Stock  under the Exchange Act  or the listing of  the
Common  Stock on the NYSE  and the PSE. After  the Reverse Split Effective Date,
trades of the New Shares will continue to be reported on the NYSE and PSE  under
the Company's symbol, 'COO.'
 
EXCHANGE OF STOCK CERTIFICATES AND TREATMENT OF FRACTIONAL SHARES
 
   
     As  soon as practicable after the Reverse Split Effective Date, the Company
will send  a letter  of  transmittal to  each holder  of  record of  Old  Shares
outstanding  on the Reverse Split Effective Date. The letter of transmittal will
contain instructions for the surrender  of certificate(s) representing such  Old
Shares  to American  Stock Transfer and  Trust Company, which  will be appointed
exchange agent (the 'Exchange Agent') to  act for stockholders in effecting  the
exchange  of their  certificates. Upon  proper completion  and execution  of the
letter of transmittal and  return thereof to the  Exchange Agent, together  with
the  certificate(s) representing Old  Shares, a stockholder  will be entitled to
receive a certificate representing the number  of New Shares into which his  Old
Shares  have been  reclassified and  changed as a  result of  the Reverse Split.
Stockholders holding a number of Old  Shares not evenly divisible by three,  and
stockholders  holding only one  or two Old  Shares, upon surrender  of their old
certificates, will receive cash in lieu of fractional shares.
    
 
     STOCKHOLDERS SHOULD NOT SUBMIT ANY  CERTIFICATES UNTIL REQUESTED TO DO  SO.
NO  NEW CERTIFICATE WILL BE ISSUED TO A STOCKHOLDER UNTIL HE HAS SURRENDERED HIS
OUTSTANDING CERTIFICATE(S)  TOGETHER WITH  THE PROPERLY  COMPLETED AND  EXECUTED
LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT.
 
                                       21
 

<PAGE>
   
     No  script or  certificate representing  fractional shares  of Common Stock
will be issued  and no such  fractional share interest  will entitle the  holder
thereof  to vote,  or to  any rights of  a stockholder  of the  Company. In lieu
thereof,  a  certificate  or  certificates  evidencing  the  aggregate  of   all
fractional shares otherwise issuable (rounded, if necessary, to the next highest
whole  share) shall be issued to the Exchange Agent or its nominee, as agent for
the accounts  of  all holders  of  Common Stock  otherwise  entitled to  have  a
fraction  of a share issued to them  in connection with the Reverse Split. Sales
of fractional interests will be effected by the Exchange Agent or its nominee as
soon as practicable on the basis of prevailing market prices of the Common Stock
on the NYSE at  the time of  sale. After the Reverse  Split Effective Date,  the
Exchange  Agent will pay  to such stockholders  their pro rata  share of the net
proceeds derived from the sale of  their fractional interests upon surrender  of
their stock certificates.
    
 
FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT
 
     THE  FOLLOWING  DISCUSSION,  WHICH SUMMARIZES  CERTAIN  FEDERAL  INCOME TAX
CONSEQUENCES, IS INCLUDED FOR GENERAL INFORMATION ONLY. THIS DISCUSSION DOES NOT
PURPORT TO DEAL WITH ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT
TO HOLDERS  OF  COMMON  STOCK AND  IS  NOT  INTENDED TO  BE  APPLICABLE  TO  ALL
CATEGORIES  OF INVESTORS. STOCKHOLDERS SHOULD CONSULT  THEIR OWN TAX ADVISORS AS
TO THE FEDERAL, STATE,  LOCAL AND FOREIGN  TAX EFFECTS OF  THE REVERSE SPLIT  IN
LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES.
 
     The  Company has not  sought and will not  seek an opinion  of counsel or a
ruling from  the  Internal Revenue  Service  regarding the  federal  income  tax
consequences  of the Reverse Split. The  Company, however, believes that because
the Reverse Split is not part of a plan to periodically increase a stockholder's
proportionate interest in the assets or earnings and profits of the Company, the
Reverse Split will have the following federal income tax consequences:
 
          1. A stockholder  will not  recognize gain  or loss  on the  exchange,
     except  as set forth in 3 below.  In the aggregate, the stockholder's basis
     in the New Shares will equal such person's basis in the Old Shares held  by
     that  stockholder immediately  prior to the  Reverse Split,  reduced by the
     amount of proceeds, if any, received from the sale of fractional  interests
     and increased by any gain recognized on that sale.
 
          2.  A stockholder's holding period for the New Shares will be the same
     as the holding period of the Old Shares exchanged therefor.
 
          3. Although the tax consequences  to stockholders who receive cash  in
     lieu  of  fractional shares  are not  entirely certain,  those stockholders
     should recognize a gain or loss for federal income tax purposes as a result
     of the disposition of Old Shares  equal to the difference between the  cash
     received  and the basis of the Old  Shares disposed of. Stockholders who do
     not receive any cash for their holdings will not recognize any gain or loss
     for federal income tax purposes as a result of the Reverse Split.
 
          4. The  Reverse  Split will  constitute  a reorganization  within  the
     meaning  of  Section 368(a)(1)(E)  of the  Internal  Revenue Code,  and the
     Company will not  recognize any gain  or loss  as a result  of the  Reverse
     Split.
 
MISCELLANEOUS
 
     The  Board of Directors may abandon the  proposed Reverse Split at any time
before or after the Annual Meeting and prior to the Reverse Split Effective Date
if for any  reason the  Board of  Directors deems  it advisable  to abandon  the
proposal.  In addition, the Board  of Directors may make  any and all changes to
the Amendment  to  the  Restated  Certificate of  Incorporation  that  it  deems
necessary to file the Amendment with the Delaware Secretary of State and to give
effect to the Reverse Split.
 
                                       22
 

<PAGE>
VOTE REQUIRED AND RECOMMENDATION
 
     The  affirmative  vote of  the  holders of  a  majority of  the  issued and
outstanding shares of Common Stock is necessary to approve the Amendment to  the
Restated  Certificate  of  Incorporation for  the  Reverse Split.  THE  BOARD OF
D
IRECTORS RECOMMENDS  A VOTE  FOR THE  APPROVAL  OF THE  REVERSE SPLIT  AND  THE
RELATED AMENDMENT.
 

             PROPOSAL 4 -- RATIFICATION OF APPOINTMENT OF AUDITORS
 
     The  Board of Directors  has appointed the  firm of KPMG  Peat Marwick LLP,
independent  certified  public  accountants,  to   audit  and  opine  upon   the
consolidated financial statements of the Company and the financial statements of
certain  of its subsidiaries for  the fiscal year ending  October 31, 1995, such
appointment to continue  at the pleasure  of the  Board of Directors  and to  be
subject  to ratification by the stockholders. KPMG Peat Marwick LLP has acted as
auditors  of  the  Company  since  the  Company's  incorporation  in  1980.  The
stockholders are asked to ratify such appointment.
 
     The  Board of  Directors expects that  one or more  representatives of KPMG
Peat Marwick  LLP  will be  present  at the  meeting  and will  be  provided  an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
 
 
                                OTHER MATTERS
 
     The  Board of  Directors of  the Company  knows of  no other  matters to be
presented at the Annual  Meeting, but if any  such matters properly come  before
the  Annual Meeting,  it is intended  that the persons  holding the accompanying
proxy will vote in accordance with their best judgment.
 
                                RECOMMENDATIONS
 
     The Board of Directors of the Company recommends that the stockholders vote
FOR the election of the nominees for director named in this Proxy Statement, FOR
the amendments to the Restated Certificate of Incorporation to reduce the number
of shares of stock authorized to  be issued and to effectuate the  one-for-three
Reverse  Split and FOR ratification of the  appointment of KPMG Peat Marwick LLP
as independent certified public accountants of the Company for fiscal 1995.
 
     When a proxy  in the form  enclosed with this  Proxy Statement is  returned
properly  executed, the shares  represented thereby will  be voted in accordance
with the directions indicated  thereon or, if no  directions are indicated,  the
shares  will be  voted in  accordance with the  recommendations of  the Board of
Directors.
 
                     STOCKHOLDER NOMINATIONS AND PROPOSALS
 
     All proposals of stockholders of the  Company (other than for the  election
of   directors)  intended  to  be  presented  at  the  1996  annual  meeting  of
stockholders must be received by the Company no later than 60 days prior to  the
meeting  date unless the Company  gives less than 75  days notice of the meeting
date, in which case they must be received  by the Company no later than 15  days
following  the date on which the 1995  annual meeting of stockholders is noticed
in order to  be included  in the  Company's Proxy  Statement and  form of  proxy
relating to that meeting.
 
     The  Nominating Committee or,  if none exists, the  Board of Directors will
consider suggestions from stockholders for nominees for election as directors at
the 1996  annual meeting  of stockholders.  For a  stockholder to  nominate  any
person  for election as a  director at the 1996  annual meeting of stockholders,
the person making  such nomination must  be a stockholder  entitled to vote  and
such  nomination  must be  made  pursuant to  timely  notice in  writing  to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company  not
less  than 60  days or more  than 90  days prior to  the 1996  annual meeting of
stockholders; provided, however, that in the event that less than 75 days notice
or prior public  disclosure of  the date  of such meeting  is given  or made  to
stockholders,  notice by the stockholder to be timely must be received not later
than the close  of business  on the  15th day following  the day  on which  such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs.
 
                                       23
 

<PAGE>
Such stockholder's notice to the Secretary shall set forth (a) as to each person
whom  the  stockholder proposes  to nominate  for election  or re-election  as a
director, (i) the name, age, business or residential address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock  of the Company which  are beneficially owned by  the
person and (iv) any other information relating to the person that is required to
be  disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under  the Exchange  Act; and (b)  as to  the stockholder  giving
notice,  (i) the record name and record  address of the stockholder and (ii) the
class  and  number  of  shares  of  capital  stock  of  the  Company  which  are
beneficially  owned by  the stockholder.  The Company  may require  any proposed
nominee to furnish such other information  as may reasonably be required by  the
Company  to determine  the eligibility  of such proposed  nominee to  serve as a
director of the Company. No person nominated by a stockholder shall be  eligible
for  election as a director  of the Company unless  nominated in accordance with
the above procedures.
 
                                          By Order of the Board of Directors
 
                                          ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board of Directors
 
                                       24


<PAGE>
                                                                      APPENDIX A
 
     RESOLVED,  that  the Restated  Certificate of  Incorporation of  The Cooper
Companies, Inc. be amended by means of the Certificate of Amendment as set forth
below.

 
                            CERTIFICATE OF AMENDMENT
                    OF RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           THE COOPER COMPANIES, INC.
 
                    (PURSUANT TO SECTION 242 OF THE GENERAL
                   CORPORATION LAW OF THE STATE OF DELAWARE)
 
     The Cooper Companies, Inc., a corporation duly organized and existing under
the General Corporation Law of the  State of Delaware (the 'Corporation'),  does
hereby certify as follows:
 
          1. The name of the Corporation is The Cooper Companies, Inc.
 
          2.  The  Restated Certificate  of Incorporation  is hereby  amended by
     changing Article IV(a) thereof so that, as amended, such Article shall read
     in its entirety as follows:(1)
 
                  ASSUMING PASSAGE OF THE REVERSE STOCK SPLIT:
 
             (a) Number of Shares. The total number of shares of all classes  of
        stock which the Corporation shall have authority to issue is 21,000,000,
        consisting  of (i) 20,000,000  shares of Common  Stock ('Common Stock'),
        each share having  a par  value of $.10,  and (ii)  1,000,000 shares  of
        Preferred  Stock ('Preferred Stock'),  each share having  a par value of
        $.10.
 
               ASSUMING THE REVERSE STOCK SPLIT IS NOT APPROVED:
 
             (a) Number of Shares. The total number of shares of all classes  of
        stock which the Corporation shall have authority to issue is 62,000,000,
        consisting  of (i) 60,000,000  shares of Common  Stock ('Common Stock'),
        each share having  a par  value of $.10,  and (ii)  2,000,000 shares  of
        Preferred  Stock ('Preferred Stock'),  each share having  a par value of
        $.10.
 
          3. The  Restated Certificate  of Incorporation  is hereby  amended  by
     adding  paragraph (c) to Article IV  thereof, which paragraph shall read in
     its entirety as follows:
 
   
             (c) Simultaneously with the effective  date of this amendment  (the
        'Effective  Date'), each share of the  Company's Common Stock, par value
        $.10  per  share,  issued  and  outstanding  immediately  prior  to  the
        Effective  Date (the 'Old Common Stock') shall automatically and without
        any action on  the part  of the holder  thereof be  reclassified as  and
        changed  into one-third ( 1/3) of a share of the Company's Common Stock,
        par value  $.10 per  share  (the 'New  Common  Stock'), subject  to  the
        treatment  of fractional share interests as described below. Each holder
        of  a  certificate  or  certificates  which  immediately  prior  to  the
        Effective  Date represented outstanding shares  of Old Common Stock (the
        'Old Certificates,' whether one  or more) shall  be entitled to  receive
        upon  surrender of such Old Certificates  to American Stock Transfer and
        Trust  Company   (the  'Exchange   Agent'  or   'Transfer  Agent')   for
        cancellation,  a  certificate or  certificates (the  'New Certificates,'
        whether one or more) representing the number of whole shares of the  New
        Common Stock into which and for which the shares of the Old Common Stock
        formerly  represented  by  such  Old  Certificates  so  surrendered, are
        reclassified under the terms hereof. From and after the Effective  Date,
        Old   Certificates  shall  represent  only  the  right  to  receive  New
        Certificates   (and,    where    applicable,    cash    in    lieu    of
 
------------
    
(1) Appropriate paragraph will  be  contained in  the  Certificate  of Amendment
    depending upon the outcome of  the  voting at  the  1995 Annual  Meeting  of
    Stockholders.
 
                                      A-1
 

<PAGE>
   
        fractional shares, as provided below) pursuant to the provisions hereof.
        No  certificates or scrip representing fractional share interests in New
        Common Stock will be issued, and no such fractional share interest  will
        entitle the holder thereof to vote, or to any rights of a stockholder of
        the  Company.  In lieu  of any  fraction  of a  share, a  certificate or
        certificates evidencing the aggregate of all fractional shares otherwise
        issuable (rounded, if necessary, to the next highest whole share)  shall
        be  issued  to the  Exchange  Agent or  its  nominee, as  agent  for the
        accounts of all  holders of Common  Stock otherwise entitled  to have  a
        fraction of a share issued to them in connection with the Reverse Split.
        Sales  of fractional interests will be effected by the Exchange Agent or
        its nominee as  soon as practicable  on the basis  of prevailing  market
        prices of the Common Stock on the New York Stock Exchange at the time of
        sale.  After the Reverse  Split Effective Date,  the Exchange Agent will
        pay to  such stockholders  their  pro rata  share  of the  net  proceeds
        derived  from the sale  of their fractional  interests upon surrender of
        their stock  certificates. If  more than  one Old  Certificate shall  be
        surrendered  at one  time for the  account of the  same stockholder, the
        number of full  shares of New  Common Stock for  which New  Certificates
        shall  be issued shall be computed on  the basis of the aggregate number
        of shares represented  by the  Old Certificates so  surrendered. In  the
        event  that the Company's Transfer Agent determines that a holder of Old
        Certificates has not tendered all of his certificates for exchange,  the
        Transfer  Agent  shall  carry  forward any  fractional  share  until all
        certificates of that holder have  been presented for exchange such  that
        payment  for fractional  shares to any  one person shall  not exceed the
        value of one share.  If any New  Certificate is to be  issued in a  name
        other  than that in which the  Old Certificates surrendered for exchange
        are issued,  the  Old  Certificates so  surrendered  shall  be  properly
        endorsed  and otherwise in  proper form for transfer,  and the person or
        persons  requesting  such  exchange  shall  affix  any  requisite  stock
        transfer  stamps to the  Old Certificates surrendered,  or provide funds
        for their purchase,  or establish  to the satisfaction  of the  Transfer
        Agent  that such  taxes are  not payable.  From and  after the Effective
        Date, the amount of capital represented by the shares of the New  Common
        Stock  into which and for  which the shares of  the Old Common Stock are
        reclassified under the terms hereof shall  be the same as the amount  of
        capital  represented by the shares of  Old Common Stock so reclassified,
        until thereafter reduced or increased in accordance with applicable law.
    
 
          4. Such Amendments of the  Restated Certificate of Incorporation  have
     been  duly adopted in accordance with the  provisions of Section 242 of the
     General Corporation Law of the State of Delaware. The Board of Directors of
     the  Corporation  adopted  resolutions  setting  forth  these   Amendments,
     declaring  their advisability and calling for submission of such Amendments
     to the stockholders of the Corporation  for vote at the Corporation's  1995
     Annual  Meeting of Stockholders. The  stockholders approved such Amendments
     at the Annual Meeting of Stockholders held on September 20, 1995.
 
                                      A-2
 

<PAGE>
     IN WITNESS  WHEREOF, the  Corporation  has caused  this certificate  to  be
signed  by  A. Thomas  Bender, its  President and  Chief Executive  Officer, and
attested by Marisa F. Jacobs, its Secretary, this     day of September, 1995.
 
                                          THE COOPER COMPANIES, INC.
 
                                          By: __________________________________
 
                                                      A. THOMAS BENDER
                                                       President and
                                                  Chief Executive Officer
 
ATTEST:
 
By: __________________________________
 
             MARISA F. JACOBS
                Secretary
 
and be it further;
 
     RESOLVED, that at any time prior  to the filing of the foregoing  amendment
to  the  Corporation's  Restated Certificate  of  Incorporation, notwithstanding
authorization of the proposed amendment by the stockholders of the  Corporation,
the  Board  of Directors  may abandon  such  proposed amendment  without further
action by the stockholders.
 
                                      A-3

<PAGE>
                                          [Logo]
 
     ---------------------------------------------------------------------------

                                          NOTICE OF
                                          ANNUAL MEETING

                                          OF STOCKHOLDERS
                                          AND
 
                                         PROXY STATEMENT
 
     ---------------------------------------------------------------------------
 
                                          MEETING DATE
                                          SEPTEMBER 20, 1995

<PAGE>



                               APPENDIX 1
                               PROXY CARD

THE COOPER COMPANIES, INC.

Proxy for Annual Meeting of Stockholders, September 20, 1995

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The  undersigned   stockholder  of  The  Cooper  Companies,   Inc.,  a  Delaware
corporation,  hereby appoints ROBERT S. HOLCOMBE, MARISA F. JACOBS and ROBERT S.
WEISS, and each of them, proxies,  with full power of substitution,  to vote all
of the  shares  of  common  stock  of  The  Cooper  Companies,  Inc.  which  the
undersigned  is entitled to vote at the Annual  Meeting of  Stockholders  of The
Cooper  Companies,  Inc.  to be held at the New York  Marriott  East  Side,  525
Lexington  Avenue,  New York,  NY, on September  20, 1995 at 10:00 a.m.  eastern
daylight savings time, and at any adjournments  thereof, as set forth below, and
in their  discretion  upon any other  business that may properly come before the
meeting.

     THIS PROXY WILL BE VOTED IN THE MANNER  DIRECTED  HEREIN BY THE UNDERSIGNED
STOCKHOLDERS.  IF NO DIRECTION IS MADE,  THIS PROXY WILL BE VOTED  'FOR' ITEMS 1
THROUGH 4 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 5.

(Please  MARK the proxy card,  fill in the DATE and SIGN on the reverse side and
return promptly in the enclosed envelope.)



SEE REVERSE
SIDE



CONTINUED AND TO BE SIGNED ON REVERSE SIDE


<PAGE>

                                                         MARK HERE FOR
                                                         ADDRESS CHANGE   [ ]
                                                         AND NOTE BELOW


     Please mark 
[X]  votes as in
     this sample.


THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE  'FOR' ITEMS ONE THROUGH FOUR.

1. ELECTION OF SEVEN DIRECTORS (check one box only):

   Nominees: A. Thomas Bender, Mark A. Filler, Michael H. Kalkstein, Moses Marx,
   Donald Press, Steven Rosenberg and Allan E. Rubenstein, M.D.

   
                      FOR                   WITHHELD
                 [ ]  ALL              [ ]  FROM ALL
                      NOMINEES              NOMINEES
                      except as noted
                      on the line below

(Instruction:  To  withhold  authority to vote for  any
individual nominee(s), write that nominee's  name(s) on
the line below:)

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

2. Approval  of the  Amendment  to the  Restated  Certificate  of  Incorporation
   Reducing the Authorized Shares of Capital Stock.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


3. Approval  of the  Amendment  to the  Restated  Certificate  of  Incorporation
   Effectuating a Reverse Stock Split.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


4. Ratification of appointment of KPMG Peat Marwick LLP as independent certified
   public  accountants of The Cooper Companies,  Inc. for the fiscal year ending
 
  October 31, 1995.

                          FOR     AGAINST     ABSTAIN
                          [ ]       [ ]         [ ]


<PAGE>

5. In their  discretion,  the proxies are authorized to vote for the election of
   such  substitute  nominee(s)  for directors as such proxies may select in the
   event that any nominee(s) named above may become unable to serve, and on such
   other matters as may properly come before the Meeting or any  adjournments or
   postponements thereof.

                                        THIS PROXY WILL REVOKE
                                        ALL PRIOR PROXIES SIGNED
                                        BY YOU.

                                        PLEASE COMPLETE, SIGN, DATE AND MAIL THE
                                        PROXY CARD PROMPTLY USING THE ENCLOSED
                                        ENVELOPE.

                                        Signature:______________ Date:__________


                                        Signature:______________ Date:__________

[Please date this proxy and sign your name exactly as it appears herein.  In the
case of joint  ownership,  each  joint  owner  should  sign.  If  signing  as an
executor, trustee, guardian, attorney or in any other representative capacity or
as an officer of a corporation, please indicate your full title as such.]