<PAGE>

     =====================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------


                                    FORM 8-K

                                 CURRENT REPORT


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

      Date of Report (Date of earliest event reported): September 21, 1995



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

                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)
                             ----------------------


<TABLE>

<S>                                     <C>                                              <C>
          Delaware                               1-8597                               94-2657368
(State or other jurisdiction             (Commission File number)          (IRS Employer Identification No.)
      of incorporation)

</TABLE>





            One Bridge Plaza, 6th Floor, Fort Lee, New Jersey 07024
                    (Address of principal executive offices)



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



                                 Not Applicable
         (Former name or former address, if changed since last report.)


     =====================================================================




<PAGE>




ITEM 5.    Other Events.

         On September 21, 1995, the Restated Certificate of Incorporation of The
Cooper  Companies,  Inc. (the "Company") was amended to (i) reduce the number of
shares the Company is authorized  to issue to 20,000,000  shares of Common Stock
and  1,000,000  shares of Preferred  Stock and (ii)  effectuate a  one-for-three
reverse stock split, which became effective at 5:00 P.M., New York City time, on
September  21,  1995.  The  amendment  was approved by the  stockholders  of the
Company at the 1995 Annual Meeting of Stockholders held on September 20, 1995.

         The Company issued a press release on September 21, 1995 which is filed
as an exhibit hereto and incorporated by reference herein, which reported on the
results of the meeting and  contained a brief  summary of the  Company's  recent
performance.


ITEM 7.    Financial Statements and Exhibits.

           (c)  Exhibits.

<TABLE>
<CAPTION>


        Exhibit
           No.             Description
        _______            ___________
<S>                         <C>
         99.1              Press Release dated September 21, 1995 of The Cooper Companies, Inc.

</TABLE>






<PAGE>




                                   SIGNATURE


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


                                             THE COOPER COMPANIES, INC.


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

Dated: September 27, 1995




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





<PAGE>



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                                                      Sequentially
  No.                      Description                                       Numbered Page
_______                    ___________                                       _____________

<S>                       <C>                                              <C>

99.1                       Press Release dated September 21, 1995 of
                           The Cooper Companies, Inc.

</TABLE>










                            [COOPER LETTERHEAD]


CONTACTS:
David B. Frank                                        B. Norris Battin
Jennifer R. Wall                                      The Cooper Companies, Inc.
D. F. King & Co., Inc.                                (714) 673-4746 or
(212) 269-5550                                        (714) 597-8130

FOR IMMEDIATE RELEASE

                     COOPER COMPANIES' STOCKHOLDERS APPROVE
                     ONE-FOR-THREE REVERSE STOCK SPLIT AND
                 RE-ELECT BOARD OF DIRECTORS AT ANNUAL MEETING;
              THE COMPANY ANNOUNCES ODD LOT PURCHASE/SALE PROGRAM

                 Improving Operating Trends Continue into 1995
                  as Company Focuses on Future Revenue Growth

         FORT LEE, NEW JERSEY,  SEPTEMBER  21, 1995 . . . At its annual  meeting
held yesterday, stockholders of The Cooper Companies, Inc. (NYSE:COO) approved a
reduction of its authorized  shares and a  one-for-three  reverse stock split of
the Company's  common stock,  re-elected its seven member Board of Directors and
ratified the appointment of KPMG Peat Marwick LLP as its  independent  auditors.
The Company also announced a voluntary odd lot purchase/sale program.

Reverse Stock Split and Reduction of Authorized Shares

         The reverse stock split approved by the stockholders reduces the number
of  outstanding  shares  of  the  Company's  common  stock  from  34,723,987  to
11,574,662 (before giving effect to the cash-out of fractional shares). With the
approval of the reverse  split,  stockholders  also
  approved a reduction of the
shares of common and preferred  stock  authorized to be issued from  100,000,000
shares of common stock and  10,000,000  shares of preferred  stock to 20,000,000
shares of common stock and  1,000,000  shares of preferred  stock.  These events
will become  effective at the close of business on September 21, 1995.  Within a
few weeks,  stockholders  of record  will  receive  information  relating to the
exchange of their stock certificates.

                                (M O R E . . . )



<PAGE>


The Cooper Companies, Inc.
September 21, 1995
Page 2



         Commenting on the reverse stock split, A. Thomas Bender,  President and
Chief Executive Officer of the Company, said,  'Stockholders will benefit in two
ways from the reverse  split.  First,  Cooper's  stock will now be  available to
professional  money managers whose company policies do not permit  investment in
lower-priced stocks.  Second,  investors should now be able to buy the Company's
common stock on margin.'

Odd Lot Trading Program

         An odd lot  purchase/sale  program will begin in late September and end
on October 31, 1995, subject to extension.  Under the program,  all stockholders
owning fewer than 100 shares of the Company's stock,  after giving effect to the
one-for-three  reverse stock split, will be provided with a low-cost opportunity
to sell all of their  shares or to  purchase  the  number of shares  that  would
increase their  holdings to 100 shares.  Information on the odd lot program will
be mailed to all stockholders eligible to participate in the program. Mr. Bender
stated  that,  'In  addition to  providing  small  stockholders  with a low cost
opportunity to sell their shares or increase  their holdings to 100 shares,  the
anticipated  reduction  in the  number  of  stockholders  will  result in annual
savings to the Company.'

Board of Directors Re-Elected

         The  stockholders  re-elected  the  Company's  Board of  Directors.  It
consists of A.  Thomas  Bender,  President  and Chief  Executive  Officer of the
Company;  Mark A. Filler,  Executive Vice  President of Prism Mortgage  Company;
Michael H.  Kalkstein,  partner in the law firm of Graham & James;  Moses  Marx,
general partner in United Equities Company and President of Momar Corp.;  Donald
Press,  Executive Vice President of Broadway  Management,  Inc. and principal in
the firm of Donald Press, P.C.; Allan E. Rubenstein, M.D., Chairman of the Board
of MTC Imaging  Services  and a member of the faculty of the Mt. Sinai School of
Medicine and the Mt. Sinai Neurofibromatosis  Research and Treatment Center; and
Steven  Rosenberg,  Vice  President  and  Chief  Financial  Officer  and  Acting
President of Cooper Life Sciences, Inc.



                                (M O R E . . . )


<PAGE>


The Cooper Companies, Inc.
September 21, 1995
Page 3



Company Officers

         At a meeting of the Board of Directors held  immediately  following the
stockholders  meeting,  the Directors  re-elected the following  officers of The
Cooper Companies, Inc.:


<TABLE>
<CAPTION>
Name                                        Office
- ----                                        ------
<S>                                         <C>
Allan E. Rubenstein, M.D.                   Chairman of the Board
A. Thomas Bender                            President and Chief Executive Officer
Robert S. Holcombe                          Senior Vice President and General Counsel
Robert S. Weiss                             Senior Vice President, Treasurer and Chief Financial Officer
Gregory A. Fryling                          Vice President, Business Development
Audrey A. Murray                            Vice President of Risk Management and Employee Benefits
Stephen C. Whiteford                        Vice President and Corporate Controller
Marisa F. Jacobs                            Secretary and Associate General Counsel
Mary G. Cowie                               Assistant Secretary
</TABLE>


Performance Highlights

         Mr. Bender reviewed highlights of the Company's recent performance.  He
noted that during  fiscal 1994 and  continuing in 1995,  the Company  resolved a
number  of  legal,  financial  and  operating  difficulties  that  significantly
improved the Company's performance.

         'The  majority of the costly  litigation  involving the Company has now
been  eliminated,  dramatically  reducing  legal fees.  The  Company's  debt was
restructured  and an $8 million line of credit was  established  that,  together
with the now cash positive position of the Company,  allows us to fund selective
strategic  projects in our core operating areas of vision care and  gynecology,'
said  Bender.  In  addition,  he noted  that the  Company's  capitalization  was
streamlined  when its preferred  stock was converted into common stock,  thereby
eliminating the requirement to pay preferred stock dividends.

         Fiscal 1994 ended with two  profitable  quarters that began a series of
five consecutive

                                (M O R E . . . )


<PAGE>


The Cooper Companies, Inc.
September 21, 1995
Page 4



profitable  quarters  extending through the third quarter of fiscal 1995. During
this time, the Company's operating results have improved significantly.

         The Company's core operating  businesses performed well during 1994 and
are now being  guided by a  strategic  plan that  capitalizes  on the  Company's
experience and success in underserved segments of the healthcare market.

         Through  three  quarters of fiscal  1995,  sales of  CooperVision,  the
Company's specialty contact lens manufacturing  business, grew 11% and operating
income grew 17%. This business unit is powering the Company's turn-around.  Much
of its growth is attributable to the success of its line of toric contact lenses
that correct astigmatism with high quality,  technologically  superior products,
such as the Preference Toric'tm' line.

         During 1994, CooperVision Pharmaceuticals continued its clinical trials
involving  CalOptic'tm',  its  brand of  Verapamil,  a Class I  calcium  channel
blocker being  developed  for the treatment of glaucoma.  Because of the sizable
further investment that would be required to obtain FDA regulatory  clearance to
market the product in the U.S., the Company decided to seek a relationship  with
a strategic  partner to co-develop  the product while  limiting its own CalOptic
research expenses. Discussions with potential partners continue.

         The  Company's  CooperSurgical  unit has  narrowed  its market focus to
gynecology  and  right-sized  its  organization.  In June of 1995, it acquired a
technologically  advanced uterine  manipulator  device and related products that
will  compete in a $25  million  segment of the U.S.  gynecology  market that is
growing at more than 10% per year.  Through  three  quarters  of 1995,  sales of
CooperSurgical's  products for use by gynecologists  grew  approximately 10% and
now  represent  over 70% of the  unit's  business.  Long-term,  CooperSurgical's
strategy is to grow its  business by acquiring  proprietary  products for use in
the gynecologist's office and outpatient settings, while limiting its investment
in longer term, higher risk research and development projects.

         Hospital  Group of America,  the Company's  psychiatric  business,  has
increasingly focused

                                (M O R E . . . )


<PAGE>


The Cooper Companies, Inc.
September 21, 1995
Page 5


its  strategy  on  ancillary  programs  available  to its  clientele,  including
outpatient  services,  residential  treatment centers and academies.  Two of the
unit's  hospitals  performed  well in 1994 and continue to do so in 1995. At its
third  hospital,  work continues to improve results that have been, and continue
to be, negatively impacted by a medical staff management  contract.  The Company
is reviewing various alternatives to resolve the problem.

         In  concluding   his  remarks,   Mr.  Bender   summarized   his  future
expectations  for the Company by anticipating  continued  strong  performance at
CooperVision  and the development of  CooperSurgical  into a leading  gynecology
business.  Defining his most important future  management task,  Bender observed
that,  'With our expenses now becoming  appropriate for a company of our current
size, my primary focus is on growing revenue and using the value inherent in our
$240 million of net operating losses.'

         The Cooper Companies,  Inc. and its subsidiaries  develop,  manufacture
and market  specialty  healthcare  products and  services.  CooperVision,  Inc.,
headquartered  in  Irvine,  CA,  with  additional  manufacturing  facilities  in
Huntington Beach, CA,  Rochester,  NY, and Ontario,  Canada,  markets a range of
contact lenses for the vision care market. CooperVision  Pharmaceuticals,  Inc.,
also headquartered in Irvine, CA, develops ophthalmic  pharmaceutical  products.
CooperSurgical,  Inc.,  located in Shelton,  CT, markets diagnostic and surgical
instruments  and  accessories for the  gynecological  market.  Hospital Group of
America,  Inc.  provides  psychiatric  services through hospitals in New Jersey,
Delaware and Illinois.

         NOTE: The Cooper Companies,  Inc. press releases and selected financial
data  are  available  at no  charge  through  Business  Wire's  NewsOnDemand'tm'
Service.   For  a  menu  of  available   information  or  to  retrieve  specific
information, call 1-800-356-0742.