<PAGE>

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

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

                  For Quarterly Period Ended  July 31, 1995

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


                  For the transition period from ________ to ___________


         Commission File Number 1-8597


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



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


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

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

         Indicate  by check  mark  whether  the  registrant  (1) has  filled all
         reports  required to be filed by Section 13 or 15(d) of the  Securities
         Exchange  Act of 1934  during  the  preceding  12  months  (or for such
         shorter  period that the registrant was required to file such reports),
         and (2) has been  subject to such filing  requirements  for the past 90
         days.

                              Yes  X     No
                                  ---       ---

         Indicate the number of shares  outstanding of each of issuer's  classes
         of common stock, as of the latest practicable date.


          Common Stock, $.10 par value      34,432,041 Shares
         -----------------------------      -----------------------------
                    Class                     Outstanding at
                                              August 25, 1995


<PAGE>


                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES


                                     INDEX



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

         PART I.   FINANCIAL INFORMATION


           Item 1.   Financial Statements

                               Consolidated Condensed Statement of
                                     Income - Three and Nine Months
                                     Ended July 31, 1995 and 1994              3

                               Consolidated Condensed Balance Sheet -
                                     July 31, 1995 and October 31, 1994        4

                               Consolidated Condensed Statement
                                     of Cash Flows - Nine Months Ended
                                     July 31, 1995 and 1994                    5

                               Notes to Consolidated Condensed

                                     Financial Statements                    6 - 11


           Item 2.   Management's Discussion and Analysis of
                               Financial Condition and Results of
                               Operations                                   12 - 17


         PART II.  OTHER INFORMATION


           Item 1.   Legal Proceedings                                        18


           Item 6.   Exhibits and Reports on Form 8-K                         18

         Signature                                                            19

         Index of Exhibits
</TABLE>


                                       2


<PAGE>


                         PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS
                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                   Consolidated Condensed Statement of Income
                    (In thousands, except per share figures)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                Three Months Ended            Nine Months Ended
                                                     July 31,                      July 31,
                                             ------------------------      -----------------------
                                               1995           1994           1995           1994
                                             --------       --------       --------       --------
<S>                                          <C>            <C>            <C>            <C>     
         Net sales of products               $ 14,751       $ 13,010       $ 40,323       $ 37,558
         Net service revenue                   10,498         10,891         31,930         33,705
                                             --------       --------       --------       --------
                  Net operating revenue        25,249         23,901         72,253         71,263
                                             --------       --------       --------       --------
         Cost of services provided             10,110         10,175         30,477         30,601
         Cost of products sold                  4,628          4,626         12,939         13,333
         Research and development
           expense                                632            904          2,507          3,232
         Selling, general and admin-
           istrative  expense                   6,744          7,044         20,275         24,236
         Amortization of intangibles              211            211            633            633
                                             --------       --------       --------       --------

         Income (loss) from operations          2,924            941          5,422           (772)
                                             --------       --------       --------       --------

         Provision (credit) for
           settlement of disputes              (1,031)         1,000         (1,499)         4,950
         Interest expense                       1,192          1,042          3,472          3,468
         Other income (expense), net              142            268            442           (485)
                                             --------       --------       --------       --------
         Income (loss) before income
           taxes                                2,905           (833)         3,891         (9,675)
         Provision for (benefit of)
           income taxes                            85         (3,887)           191         (3,729)
                                             --------       --------       --------       --------

         Net income (loss)                      2,820          3,054          3,700         (5,946)
         Less, preferred stock dividend          --               54           --               54
                                             --------       --------       --------       --------

         Net income (loss) applicable
           to common stock                   $  2,820       $  3,000       $  3,700       $ (6,000)
                                             ========       ========       ========       ========

         Net income (loss) per
           common share                      $   0.08       $   0.09       $   0.11       $  (0.20)
                                             ========       ========       ========       ========

         Average number of common
           shares outstanding                  34,772         34,361         34,777         30,206
                                             ========       ========       ========       ========
</TABLE>


                            See accompanying notes.

                                       3



<PAGE>


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


<TABLE>
<CAPTION>
                                                      July 31,        October 31,
                                                       1995              1994
                                                    -----------      ------------
<S>                                                 <C>              <C>       
                                      ASSETS
Current assets:
  Cash and cash equivalents                         $    8,786       $   10,320
  Trade and other receivables, net                      20,704           18,252
  Inventories                                           10,347           11,696
  Other current assets                                   2,787            3,237
                                                    ----------       ----------
      Total current assets                              42,624           43,505
                                                    ----------       ----------
Property, plant and equipment at cost                   46,005           45,470
  Less, accumulated depreciation and
    amortization                                        11,946           10,683
                                                    ----------       ----------
                                                        34,059           34,787
                                                    ----------       ----------
Intangibles, net:
  Excess of cost over net assets acquired               13,468           14,133
  Other                                                  1,882            1,194
                                                    ----------       ----------
                                                        15,350           15,327
                                                    ----------       ----------
Other assets                                             1,297            1,439
                                                    ----------       ----------
                                                    $   93,330       $   95,058
                                                    ==========       ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Borrowings under line of credit                   $    2,885             --
  Current installments of long-term debt                 2,346            1,453
  Accounts payable                                       5,752            6,580
  Employee compensation, benefits and
    severance                                            6,114            6,390
  Other accrued liabilities                             13,290           17,728
  Accrued income taxes                                  10,066           10,105
                                                    ----------       ----------
      Total current liabilities                         40,453           42,256
                                                    ----------       ----------
Long-term debt                                          43,561           45,989
Other noncurrent liabilities                             8,652           10,467
                                                    ----------       ----------
      Total liabilities                                 92,666           98,712
                                                    ----------       ----------

Commitments and Contingencies (see Note 2)
Stockholders' equity (deficit):
  Common stock, $.10 par value                           3,433            3,388
  Additional paid-in capital                           180,586          179,883
  Translation adjustments                                 (526)            (396)
  Accumulated deficit                                 (182,829)        (186,529)
                                                    ----------       ----------
      Total stockholders' equity (deficit)                 664           (3,654)
                                                    ----------       ----------
                                                    $   93,330       $   95,058
                                                    ==========       ==========
</TABLE>


                            See accompanying notes.

                                       4


<PAGE>

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


<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                         July 31,
                                                    1995           1994
                                                  --------       --------
<S>                                               <C>            <C>      
Net cash used by operating activities             $ (1,651)      $ (3,332)
                                                  --------       --------
Cash flows from investing activities:
  Cash from sales of assets and
    businesses (including releases of
    cash from escrow)                                  145          2,622
  Sales of temporary investments                        37          7,285
  Purchase of intangible                              (614)          --
  Purchases of property, plant and
    equipment                                       (1,450)          (451)
                                                  --------       --------
Net cash provided (used) by investing
  activities                                        (1,882)         9,456
                                                  --------       --------

Cash flows from financing activities:
  Proceeds from line of credit, net                  2,885           --
  Payments associated with the Exchange
    Offer and Consent Solicitation including
    debt restructuring costs                          --           (5,405)
  Payments of current installments of
    long-term debt                                    (960)        (1,112)
  Proceeds from exercise of warrants                    74           --
                                                  --------       --------
Net cash provided (used) by financing
    activities                                       1,999         (6,517)
                                                  --------       --------

Net decrease in cash and cash equivalents           (1,534)          (393)
Cash and cash equivalents - beginning of
  period                                            10,320         10,113
                                                  --------       --------

Cash and cash equivalents - end of period         $  8,786       $  9,720
                                                  ========       ========

Cash paid for:
         Interest                                 $  3,237       $  3,130
                                                  ========       ========
         Income taxes                             $    230       $    120
                                                  ========       ========
</TABLE>



In January  1994 the  Company  issued  $22,000,000  of 10%  Senior  Subordinated
Secured Notes due 2003 and paid  approximately  $4,350,000 in cash (exclusive of
transaction  costs)  in  exchange  for  approximately   $30,000,000  of  10-5/8%
Convertible Subordinated Reset Debentures due 2005.

                            See accompanying notes.

                                       5


<PAGE>

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


Note 1. General

The  Cooper  Companies,  Inc.  and its  subsidiaries  (the  "Company")  develop,
manufacture and market healthcare products,  including a range of contact lenses
and  diagnostic  and  surgical  instruments  and  accessories.  The Company also
provides  healthcare  services  through the  ownership  and operation of certain
psychiatric  facilities  and,  through May 1995,  the  management  of other such
facilities.

During interim periods, the Company follows the accounting policies set forth in
its  Annual  Report  on  Form  10-K  filed  with  the  Securities  and  Exchange
Commission.  Readers are  encouraged to refer to the Company's Form 10-K for the
fiscal year ended October 31, 1994 when  reviewing  interim  financial  results.
Quarterly  results are not necessarily  indicative of results to be expected for
other quarters or the fiscal year.

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
Company's  consolidated  financial  position as of July 31, 1995 and October 31,
1994  and  the  consolidated  results  of its  operations  for  the  three-  and
nine-month periods ended July 31, 1995 and 1994, and its consolidated cash flows
for the nine months ended July 31, 1995 and 1994.  With the exception of certain
adjustments  discussed in Part I, Item 2 under  "Settlement  of Disputes,"  such
adjustments   consist  only  of  normal  and  recurring   adjustments.   Certain
reclassifications  have been applied to the prior periods' financial  statements
to conform such statements to the current  periods'  presentation.  None of such
reclassifications had any impact on the prior periods' net results.

Note 2. Legal Proceedings

The Company is a defendant in a number of legal actions  relating to its past or
present businesses in which plaintiffs are seeking damages.  Except as described
below,  in the opinion of  management,  after  consultation  with  counsel,  the
ultimate  disposition of those actions will not materially  affect the Company's
financial position.

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.  Lewis and Goldberg  subsequently amended their
complaint,  and the Delaware  Chancery Court  consolidated the amended complaint
with a  similar  complaint  filed  by  another  plaintiff  as In re  The  Cooper
Companies, Inc. Litigation, Consolidated C.A. 12584.

                                       6


<PAGE>

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


The Lewis  and  Goldberg  amended  complaint  was  designated  as the  operative
complaint (the "Derivative Complaint").

The 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
Derivative  Complaint also alleges that the defendants  violated their fiduciary
duties to the Company by not  vigorously  investigating  certain  allegations of
securities  fraud.  The Derivative  Complaint  requests that the Court order the
defendants  (other than the  Company) to pay damages and expenses to the Company
and certain of the  defendants  to disgorge  their  profits to the  Company.  On
October 16, 1992,  the defendants  moved to dismiss the Derivative  Complaint on
the grounds that it fails to comply with Delaware  Chancery  Court Rule 23.1 and
that Count III of the Derivative  Complaint  fails to state a claim.  No further
proceedings,  except discovery,  have taken place. The parties have been engaged
in negotiations and have agreed upon the terms of a settlement,  which will have
no  material  impact  on the  Company.  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  shareholders  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 Derivative Complaint.

The Company was also named as a nominal  defendant in a  shareholder  derivative
action  entitled Bruce D. Sturman v. Gary A. Singer,  Steven G. Singer,  Brad C.
Singer,  Dorothy Singer as the Executrix of the Estate of Martin  Singer,  Karen
Sue Singer,  Norma Singer Brandes,  Normel Construction Corp., Brandes & Singer,
and  Romulus  Holdings,  Inc.,  which  was filed on June 6, 1995 in the Court of
Chancery  of the  State of  Delaware,  New  Castle   County.  The  complaint  is
similar to a derivative complaint filed by  Mr. Sturman in the  Supreme Court of
the State of New York on May 26, 1992,  which was dismissed under New York Civil
Practice Rule 327(a) on August 17, 1993.  The dismissal of the New York case was
affirmed by the Appellate  Division on March 28, 1995.  The  allegations  in the
newly filed complaint relate to substantially the same facts and events at issue
in In re The Cooper  Companies,  Inc.  Litigation  described  above, and similar
relief is sought. On July 19, 1995, the defendants filed a motion to dismiss the
complaint  for  failure to comply with  Delaware  Chancery  Court Rule 23.1.  On
August 18, 1995, the plaintiff filed a motion to consolidate this action with In
re The Cooper Companies, Inc. Litigation. Both motions are pending.


                                       7


<PAGE>



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


Under an  agreement  dated  July 11,  1985,  as amended  (the "HMG  Agreement"),
Hampton Medical Group, P.A.  ("HMG"),  which is not affiliated with the Company,
contracted to provide clinical and clinical  administrative  services at Hampton
Psychiatric  Institute  ("Hampton  Hospital"),  the primary facility operated by
Hospital  Group of New Jersey,  Inc.  ("HGNJ"),  a subsidiary  of the  Company's
psychiatric hospital holding company,  Hospital Group of America,  Inc. ("HGA").
In late 1993 and early 1994,  HGNJ  delivered  notices to HMG asserting that HMG
had defaulted under the HMG Agreement  based upon billing  practices by HMG that
HGNJ  believed to be  fraudulent.  At the request of HMG, a New York state court
enjoined HGNJ from  terminating  the HMG Agreement based upon the initial notice
and ordered the parties to arbitrate whether HMG had defaulted.

On February 2, 1994,  HMG commenced an  arbitration  in New York,  New York (the
"Arbitration"),  entitled Hampton Medical Group,  P.A. and Hospital Group of New
Jersey,  P.A.  (American  Arbitration  Association),  in which it  contests  the
alleged  default.  In addition,  HMG made a claim  against HGNJ for  unspecified
damages  based on allegedly  foregone  fees on the  contention  that HMG has the
right to provide services at all HGNJ-owned facilities in New Jersey,  including
certain outpatient clinics and the Hampton Academy,  at which non-HMG physicians
have been employed.  HGNJ has responded by asserting,  among other things,  that
(1) HMG has no contractual  right to provide services at those  facilities,  (2)
HMG has  waived or lost any such  right,  if such right  ever  existed,  and (3)
HGNJ's assertions of billing fraud are a defense to any such right.

As HGNJ's  knowledge of HMG's  billing  practices  developed,  HGNJ notified the
authorities and,  subsequently,  Blue Cross and Blue Shield of New Jersey,  Inc.
("Blue  Cross"),  the largest of the third party payors from which HGNJ received
payment for its hospital services from 1988 through 1994.

During December 1994, Blue Cross informed HGNJ that it had investigated  matters
at Hampton  Hospital and concluded  that it had been  overcharged as a result of
those matters, including fraudulent practices of HMG which resulted in increased
hospital bills to Blue Cross  subscribers.  On December 30, 1994, Blue Cross and
HGNJ entered into an agreement to settle all claims against Hampton  Hospital on
behalf of Blue Cross  subscribers  and certain other  subscribers  for whom Blue
Cross administers claims. The settlement includes a cash payment,  over time, by
HGNJ, offset by certain amounts owed by Blue Cross to HGNJ.

On the same day,  Blue Cross  commenced a lawsuit in the  Superior  Court of New
Jersey  entitled  Blue Cross and Blue  Shield of New  Jersey,  Inc.  v.  Hampton
Medical Group, et al. against HMG and certain  related  entities and individuals
unrelated to HGNJ or its

                                       8


<PAGE>

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


affiliates alleging, among other things, fraudulent billing practices (the "Blue
Cross Action"). HGNJ is cooperating with Blue Cross in Blue Cross' investigation
of HMG. HGNJ has also received  certain  requests for information from the State
of New Jersey  Department of Insurance with respect to a related  investigation,
with which HGNJ is also cooperating.

On or about April 12, 1995, an individual defendant in the Blue Cross Action who
was formerly employed by HMG, Dr. Charles Dackis,  commenced a third party claim
in the Blue Cross Action  against  HGNJ,  HGA and the Company,  alleging a right
under the HMG Agreement to indemnity in an unspecified amount for fees, expenses
and damages  that he might incur in that  action.  In a letter brief filed on or
about April 17, 1995,  HMG  indicated an intention to bring a similar claim at a
later date. On or about May 16, 1995,  HGNJ, HGA and the Company filed an answer
to the complaint, and HGNJ and HGA brought counter-claims against Dr. Dackis and
cross- claims against HMG and Dr. A.L.C.  Pottash,  another individual defendant
and the owner of HMG, in an amount to be  determined,  based on  allegations  of
fraudulent and improper billing practices.


The Company and Dr.  Pottash  have  recently  agreed to suspend the  Arbitration
pending discussions between the parties with a view toward negotiating a buy out
of the HMG Agreement and a dismissal of the claims against the Company,  HGA and
HGNJ in the Blue Cross Action.  There can be no assurance that such  discussions
will result in a settlement  of the dispute.  If a  settlement  is achieved,  it
would probably require a payment, or a series of payments over time, to HMG that
could have a material adverse effect on the Company's fiscal 1995 net income. In
the opinion of the  Company's  management,  however,  results of  operations  at
Hampton Hospital would be expected to improve significantly after termination of
the HMG Agreement and the Company's  long-term  financial condition would not be
adversely affected.

In the absence of a  settlement,  HGNJ intends to seek recovery from HMG for any
losses, expenses or other damages HGNJ incurs or has incurred by reason of HMG's
conduct,  including  any damages that may result from any future claims by other
third party  payors or others  arising out of the billing or other  practices at
Hampton Hospital, which claims could, in the aggregate, be material.  Management
of the Company,  however, after consultation with counsel, does not believe that
the  outcome  of such  future  claims  (should  any be  brought)  would,  in the
aggregate,  have a material adverse effect on the Company's financial condition.
There can be no assurance,  however, that HGA will be able to recover the amount
of any or all such losses, expenses or damages from HMG.

                                       9


<PAGE>

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

Note 3. Settlement of Disputes

On April 30, 1995, HGA and  Progressions  Health Systems,  Inc.  entered into an
agreement  which  settled cross claims  between the parties  related to purchase
price  adjustments  (which were  credited to  goodwill)  and other  disputes and
provided for a series of payments to be made to HGA. Pursuant to this agreement,
HGA  received  approximately  $625,000 in the nine months  ended July 31,  1995,
$255,000 of which has been credited to Settlement of Disputes.

In July 1995 the  Company  received  and  credited to  Settlement  of Disputes a
payment of  approximately  $900,000  from one of its insurers  representing  the
settlement of a claim the Company had made on such insurer under a directors and
officers  liability  insurance  policy.  The Company's claim was associated with
litigation expenses and settlements of litigation  involving previous management
of the Company.

The  balance of the  $1,499,000  credit  recorded in 1995  primarily  relates to
adjustments to certain estimated accruals no longer required.

Note 4. Inventories

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

The components of inventories are as follows:


<TABLE>
<CAPTION>
                                         July 31,   October 31,
                                           1995        1994
                                         --------   -----------
                                            (In thousands)
                    <S>                  <C>          <C>    
                    Raw materials        $ 2,234      $ 3,197
                    Work-in-process        1,030          973
                    Finished goods         7,083        7,526
                                         -------      -------
                                         $10,347      $11,696
                                         =======      =======
</TABLE>


                                       10


<PAGE>

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


Note 5. Long-Term Debt

Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                         July 31,          October 31,
                                          1995                1994
                                        ---------          -----------
                                               (In thousands)
<S>                                     <C>                 <C>     
10% Senior Subordinated
  Secured Notes due 2003                $ 24,958            $ 25,410
10-5/8% Convertible Sub-
  ordinated Reset Debentures
  due 2005                                 9,214               9,210
Bank term loan                            10,056              10,556
Industrial Revenue Bonds                   1,595               2,000
Capitalized leases                            84                 266
                                        --------            --------
                                          45,907              47,442
Less current installments                  2,346               1,453
                                        --------            --------
                                        $ 43,561            $ 45,989
                                        ========            ========
</TABLE>


Note 6. Subsequent Event

On August 30,  1995,  the 30-day  average of the price of the  Company's  common
stock  exceeded  $3.00 per share.  Accordingly,  participants  in the  Company's
Turnaround  Incentive Plan (the "TIP") were awarded the remaining  two-thirds of
the total  award  for  which  they were  eligible  under  the TIP.  The  initial
one-third was earned and paid to  participants  in May 1994.  See "The Company's
Turnaround  Incentive  Plan"  in  Note 11 of  Notes  to  Consolidated  Financial
Statements  in the  Company's  Annual  Report  on Form  10-K for the year  ended
October 31, 1994.  Payments for the final  two-thirds  will be made in September
1995 in cash (a total of  $475,833)  and by means of the  issuance of a total of
291,946 shares of restricted stock under the Company's Long-Term Incentive Plan.
In general,  restrictions  will be removed from 50% of such restricted shares on
August 30, 1996, and from the balance one year later.


                                       11


<PAGE>

                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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

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

                         Capital Resources & Liquidity

The Company's financial  condition has stabilized  significantly in fiscal 1995.
Subsequent to the first quarter,  in which  payments to settle  disputes and for
legal fees resulted in negative  operating cash flow of $5,008,000,  the Company
has generated  $3,357,000 in positive operating cash flow, thereby narrowing the
nine-month  operating  cash  flow  deficit  to  $1,651,000.  Included  in 1995's
year-to-date   operating  cash  flow  was  $1,417,000  cash  received  from  the
successful  settlement of certain  disputes.  The primary  contributors  to this
positive cash flow include  continued strong  performance by CooperVision,  Inc.
("CVI"),  the Company's  contact lens business,  in  combination  with decreased
headquarters  expenses  (including legal fees) and the successful  settlement of
certain  disputes  and  litigation.  In  addition,  the Company has adjusted its
corporate focus to favor  acquiring  products ready for market and/or already in
the market, rather than funding longer-term higher risk research and development
projects. Management expects that this will result in improved ongoing cash flow
and,   together  with  the  financing   activities   discussed  below,   greater
availability of cash to fund strategic acquisitions and other cash requirements.
The  Company  is in  active  discussions  with the  medical  group  that has the
exclusive contract to provide psychiatric  services at Hampton Hospital,  with a
view toward  negotiating a contract buy out that would improve future  operating
results. (See Note 2.)

Management believes that, absent  extraordinary  events, the Company is now in a
position to generate sufficient cash to fund its internal operating needs.

In 1994, CVI entered into a credit agreement with a commercial  lender providing
for advances of up to $8,000,000.  To date, CVI has drawn down on this agreement
only to the  extent  required  to  generate  interest  expense  equal to minimum
interest  requirements  included in the agreement.  At July 31, 1995,  there was
$2,885,000 owing under the credit agreement.  The Company is evaluating  various
acquisition  opportunities and, should it consummate any of those  transactions,
funds  available  under the credit  agreement  may be used.  The Company is also
exploring various methods of raising additional capital.


                                       12


<PAGE>

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


                             Results of Operations

Three and Nine Months  Ended July 31, 1995  Compared  with Three and Nine Months
Ended July 31, 1994.

Net Sales of Products:  Net sales of products increased by $1,741,000 or 13% and
$2,765,000   or  7%  for  the  three  and  nine  months  ended  July  31,  1995,
respectively, over the corresponding 1994 periods.


<TABLE>
<CAPTION>
                                          (Dollars in 000's)
                   Three Months Ended                            Nine Months Ended
                        July 31,                                       July 31,
          ----------------------------------------     ---------------------------------------
                                          % Incr.                                    % Incr.
            1995         1994           (Decrease)       1995         1994          (Decrease)
          -------      -------          ----------     -------      -------         ----------
<S>       <C>          <C>                  <C>        <C>          <C>                  <C>
CVI*      $11,481      $ 9,740              18%        $30,833      $27,712              11%
CSI**       3,270        3,178               3%          9,474        9,523              (1%)
CVP***       --             92             N/A              16          323             N/A
          -------      -------                         -------      -------
          $14,751      $13,010              13%        $40,323      $37,558               7%
          =======      =======                         =======      =======
</TABLE>


* CVI = CooperVision, Inc.
** CSI = CooperSurgical, Inc.
*** CVP = CooperVision Pharmaceuticals, Inc.

Net  sales  of CVI  increased  both  domestically  and in  Canada.  The  primary
contributors to the growth included increased sales of the Preference  spherical
product line and the Hydrasoft'r'  toric and Preference  Toric'tm' product lines
(the latter of which was launched in the fourth  quarter of fiscal 1994),  which
grew by  approximately  50% in the  aggregate  over  the  comparable  nine-month
periods. These increases were partially offset by anticipated decreases in sales
of more mature product lines.

Net sales of CSI  increased in the third  quarter 1995 v. the third quarter 1994
in  its  gynecology  product  lines  (which  include  LEEP'tm'  instruments)  by
approximately  10%;  the  increase  was  offset by  reduced  sales of  endoscopy
products.

Net  Service  Revenue:  Hospital  Group of America,  Inc.'s  ("HGA") net service
revenue consists of the following:


<TABLE>
<CAPTION>
                                                      (Dollars in 000's)
                           Three Months Ended                               Nine Months Ended
                                July 31,                                        July 31,
                 ------------------------------------------         -----------------------------------------
                                                  % Incr./                                         % Incr./
                   1995          1994            (Decrease)           1995         1994            (Decrease)
                 --------      --------          ----------         --------     --------          ---------
<S>              <C>           <C>               <C>               <C>           <C>                     <C> 
Net patient
  revenue        $ 10,347      $ 10,391              --            $ 30,779      $ 32,205                (4%)
Management
  fees                151           500               (70%)           1,151         1,500               (23%)
                 --------      --------                             --------     --------                    
                 $ 10,498      $ 10,891                (4%)        $ 31,930      $ 33,705                (5%)
                 ========      ========                            =========     ========      
</TABLE>


                                       13


<PAGE>


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


Net patient  revenue was flat for the third  quarter  1995 v. the third  quarter
1994.  Net  patient  revenue  for the first  nine  months of 1995  decreased  by
$1,426,000 or 4% v. the first nine months of 1994.  Revenues have been pressured
by the current industry trend towards  increased  managed care, which results in
decreased  daily rates and declines in average  lengths of stay.  Management  is
endeavoring to mitigate  those  pressures by increasing the number of admissions
to its hospitals,  and by providing outpatient and other ancillary services.  In
addition,  management  estimates that the dispute with the Hampton Medical Group
has reduced revenues during the first nine months of 1995 at Hampton Hospital by
approximately  $1,000,000  compared with the first nine months of 1994 (see Note
2).  Management  fees  resulted  from a  contract  to manage  three  psychiatric
facilities. The contract expired by its terms in May 1995.

Cost of Services Provided: Cost of services provided represents all of the costs
(other than financing  costs) incurred by HGA in generating net service revenue.
The result of subtracting cost of services  provided from net service revenue is
a profit of $388,000,  or 3.7%,  of net service  revenue in the third quarter of
1995  and  $1,453,000,   or  4.6%,  in  the  first  nine  months  of  1995.  The
corresponding  profits  were  $716,000,  or 6.6%  of net  service  revenue,  and
$3,104,000,  or 9.2%, in the three- and nine-month  periods ended July 31, 1994,
respectively.  The decreased percentage of profit is primarily attributable to a
reduction in patient days at the hospitals operated by HGA, exacerbated by lower
average billing rates and the cost of the previously  mentioned dispute with the
Hampton Medical Group.

Cost of Products Sold: Gross profit (net sales of products less cost of products
sold) as a percentage of net sales of products ("margin") was as follows:


<TABLE>
<CAPTION>
                                            Margin %                  Margin %
                                      Three Months Ended        Nine Months Ended
                                           July 31,                 July 31,
                                      -----------------         -----------------
                                      1995         1994         1995         1994
                                      ----         ----         ----         ----
<S>                                    <C>          <C>          <C>          <C>
CVI                                    73           71           73           71
CSI                                    53           40           52           48
Consolidated                           69           64           68           65
</TABLE>


CVI's margin has increased due to efficiencies associated with higher production
volumes, as well as a favorable product mix. CSI's margins in 1994 were impacted
by a $200,000 write-down of endoscopy inventory, which reduced margins by 6% and
2% for the third quarter and nine months, respectively.

                                       14


<PAGE>

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


Research and Development Expense:  Research and development expense was $632,000
and $2,507,000 for the three and nine months ended July 31, 1995,  respectively.
The respective prior year amounts were $904,000 and $3,232,000. The decrease for
both periods is primarily  attributable to reduced development  activity related
to CVP's calcium  channel  blocker,  CalOptic'tm'.  The  nine-month  decrease is
partially  offset by an  increase in CSI's  research  and  development  expenses
related to the development and evaluation of a proprietary  thermal  endometrial
ablation technology. In May 1995, CSI announced that it had discontinued funding
of this project.  CVP's research and development  expenditures were $310,000 and
$1,180,000  for the third  quarter and first nine months of 1995,  respectively.
These expenditures were $258,000 and $955,000 less than 1994's third quarter and
first nine months, respectively. Discussions continue with a number of potential
strategic partners to out-license CalOptic'tm'.

The Company currently anticipates a continued downtrend in the level of spending
on research and  development.  The Company now favors  acquiring  products which
will  be  marketable  immediately  or in the  short-term,  rather  than  funding
longer-term, higher risk research and development projects.

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


<TABLE>
<CAPTION>
                                                  (Dollars in 000's)
                          Three Months Ended                                    Nine Months Ended
                               July 31,                                              July 31,
                -----------------------------------------         -------------------------------------------
                                                  % Incr.                                            % Incr.
                  1995          1994              (Decr.)           1995              1994           (Decr.)
                --------      --------          ---------         --------          --------      ---------
<S>             <C>           <C>                     <C>         <C>               <C>                 <C>
CVI             $  4,010      $  3,366                19%         $ 11,828          $ 10,311            15%
CSI                1,453         1,643               (12%)           4,132             4,588           (10%)
CVP                   27            97               (72%)              64               327           (80%)
Corporate/
Other              1,254         1,938               (35%)           4,251             9,010           (53%)
                --------      --------                            --------          --------               
                $  6,744      $  7,044                (4%)        $ 20,275          $ 24,236           (16%)
                ========      ========                            ========          ========
</TABLE>


SG&A expenses for the three- and  nine-month  periods have  decreased 4% and 16%
from the prior year's three- and nine-month periods, respectively,  largely as a
result of the  resolution  of various legal matters and a reduction in the level
of corporate staffing. CVP's SG&A expenses decreased as it discontinued sales of
its branded generic line of ophthalmic  pharmaceuticals.  Continued cost cutting
measures at CSI  resulted in a reduction of 10% in the  nine-month  period ended
July 31, 1995 v. the  comparable  1994 period.  These  decreases  were partially
offset by  increased  SG&A  expenses  incurred  by CVI to effect the  successful
launch of Preference Toric'tm',  and to prepare for the launch of additional new
products.

                                       15


<PAGE>


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


Income (Loss) From  Operations:  As a result of the variances  discussed  above,
income  from   operations   improved  by  nearly   $2,000,000  and   $6,200,000,
respectively,  from the  amounts  reported  for the 1994  three- and  nine-month
periods.  Income  (loss) from  operations  by business unit and corporate was as
follows:


<TABLE>
<CAPTION>
                                              (Dollars in 000's)
                         Three Months Ended                         Nine Months Ended
                               July 31,                                  July 31,
                -----------------------------------       -----------------------------------
                                             Incr.                                     Incr.
                  1995          1994        (Decr.)         1995          1994        (Decr.)
                --------      --------      -------       --------      --------      -------
<S>             <C>           <C>           <C>           <C>           <C>           <C>    
CVI             $ 4,078       $ 3,244       $   834       $ 9,738       $ 8,334       $ 1,404
CVP                (343)         (678)          335        (1,226)       (2,378)        1,152
CSI                 106          (552)          658          (138)         (668)          530
HGA                 336           662          (326)        1,292         2,917        (1,625)
Corporate/
Other            (1,253)       (1,735)          482        (4,244)       (8,977)        4,733
                -------       -------       -------       -------       -------       -------
                $ 2,924       $   941       $ 1,983       $ 5,422       $  (772)      $ 6,194
                =======       =======       =======       =======       =======       =======
</TABLE>


Settlement of Disputes: In the first nine months of 1995, the Company recorded a
credit to income of $1,499,000  related to the successful  settlement of certain
disputes.  Of this amount,  $1,417,000  represented cash received by the Company
from an  insurance  company  and  from  Progressions  Health  Systems,  Inc.  in
connection  with  the  settlement  of  litigation.  (See  Note  3.) The  balance
represented adjustments to certain estimated accruals.

In the first nine  months of 1994,  the Company  recorded  the  following  items
related to settlement of disputes:

     A credit of  $850,000  following  receipt of funds by the Company to settle
     certain  claims  made  by  the  Company   associated  with  a  real  estate
     transaction.

     A charge of $5,800,000,  which represented the Company's estimate,  at that
     time,  of  costs  required  to  settle  certain  disputes  and  litigation,
     including U.S. Attorney/SEC, employee related and patent related matters.

Other Income (Expense), Net: Included in other income (expense), net are:

     1) Debt Restructuring  Costs: In the first nine months of 1994, the Company
     recorded a charge of $429,000 to refine the estimate for debt restructuring
     costs related to its 1993 Exchange  Offer and Consent  Solicitation.  There
     has been no similar activity in fiscal 1995.

                                       16


<PAGE>


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


     2) Interest  income of $93,000 and $104,000 for the three months ended July
     31, 1995 and 1994,  respectively,  and  $256,000  and $276,000 for the nine
     months  ended July 31, 1995 and 1994,  respectively.  The  decrease for the
     nine-month  period primarily  reflects lower average cash balances over the
     respective periods.

     3) Net gains  (losses) on temporary  investments  of $105,000 for the three
     months ended July 31, 1994,  and $37,000 and ($547,000) for the nine months
     ended July 31, 1995 and 1994, respectively.

     4) Gain on Sales of Assets and Businesses, Net: In the first nine months of
     1994,  the  Company  sold two  parcels of land for cash and notes for a net
     gain of  $134,000.  The Company  also sold its  EYEscrub'tm'  trademark  in
     Canada for a net gain of  $80,000.  There has been no similar  activity  in
     fiscal 1995.

Provision for Income Taxes:  The provision for income taxes  reflects  primarily
state income and franchise  taxes.  Tax accruals of  $4,000,0000,  which were no
longer required, were reversed in the third quarter of 1994.

Earnings Per Share:  Earnings per share are based on the weighted average number
of common and common equivalent shares outstanding during each of the respective
three- and nine-month periods.

                                       17


<PAGE>


 
                         PART II - OTHER INFORMATION



Item 1. Legal Proceedings

See "Note 2. Legal  Proceedings"  in Part I Item 1 herein for a  description  of
legal proceedings.



Item 6. Exhibits and Reports on Form 8-K


(a) Exhibits

Exhibit
Number                 Description
-------                -----------
11                     Calculation of Net Income (Loss) Per Common
                       Share.

27                     Financial Data Schedule.

(b) The Company  filed no reports on Form 8-K during the period from May 1, 1995
to July 31, 1995.


                                       18


<PAGE>


                                   SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                 The Cooper Companies, Inc.
                                            ------------------------------------
                                                        (Registrant)



Date: September 1, 1995                             /s/ Robert S. Weiss
                                            ------------------------------------
                                            Senior Vice President, Treasurer and
                                                  Chief Financial Officer

                                       19


         STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as...  'r'
The trademark symbol shall be expressed as.............. 'tm'




<PAGE>


                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                              Index of Exhibits


<TABLE>
<CAPTION>
Exhibit No.                                                             Page No.
-----------                                                            --------
<S>           <C>                                                       <C>
   11            Calculation of Net Income (Loss)                         21
                 Per Common Share.

   27            Financial Data Schedule.                                 22
</TABLE>


                                       20









<PAGE>

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


<TABLE>
<CAPTION>
                                 Three Months Ended           Nine Months Ended
                                      July 31,                    July 31,
                                 1995          1994          1995           1994
                               --------      --------      --------      ---------
<S>                            <C>           <C>           <C>           <C>      
Net income (loss)              $  2,820      $  3,054      $  3,700      $ (5,946)
                               --------      --------      --------      ---------

Less dividend require-
   ments on preferred
   stock                       $   --        $     54      $   --        $     54
                               --------      --------      --------      ---------

Net income (loss)
   applicable to common
   stock                       $  2,820      $  3,000      $  3,700      $ (6,000)
                               ========      ========      ========      =========

Weighted average
   number of common
   shares outstanding            34,160        30,360        34,132        30,206

Contingently issuable
   shares                           612         4,001           645          --
                               --------      --------      --------      ---------

Weighted average
   number of common and
   common equivalent
   shares outstanding for
   earnings per share            34,772        34,361        34,777        30,206
                               ========      ========      ========      =========

Earnings (loss) per
   common share                $   0.08      $   0.09      $   0.11       $  (0.20)
                               ========      ========      ========      =========
</TABLE>



                                       21


<PAGE>

                            FINANCIAL DATA SCHEDULE






<TABLE> <S> <C>

<ARTICLE>                         5
<MULTIPLIER>                      1,000
       
<S>                               <C>
<PERIOD-TYPE>                     9-MOS
<FISCAL-YEAR-END>                 OCT-31-1995
<PERIOD-START>                    NOV-01-1994
<PERIOD-END>                      JUL-31-1995
<CASH>                                  8,786
<SECURITIES>                                0
<RECEIVABLES>                          22,899
<ALLOWANCES>                            2,297
<INVENTORY>                            10,347
<CURRENT-ASSETS>                       42,624
<PP&E>                                 46,005
<DEPRECIATION>                         11,946
<TOTAL-ASSETS>                         93,330
<CURRENT-LIABILITIES>                  40,453
<BONDS>                                43,561
<COMMON>                                3,433
<PREFERRED-MANDATORY>                       0
<PREFERRED>                                 0
<OTHER-SE>                            (2,769)
<TOTAL-LIABILITY-AND-EQUITY>           93,330
<SALES>                                40,323
<TOTAL-REVENUES>                       72,253
<CGS>                                  12,939
<TOTAL-COSTS>                          43,416
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                      3,472
<INCOME-PRETAX>                         3,891
<INCOME-TAX>                              191
<INCOME-CONTINUING>                     3,700
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                            3,700
<EPS-PRIMARY>                             .08
<EPS-DILUTED>                             .08