SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934


Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/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)

                               MARISA F. JACOBS
 -----------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $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:*


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


       ----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
 was determined.

/ / 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>

                                   The
                                   Cooper     (LOGO)
                                   Companies





                                                             February 20, 1996 


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 March 27, 
1996, at 10:00 A.M., eastern standard 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 a return envelope accompany 
this letter. The Company's Annual Report for the fiscal year ended October 
31, 1995 was mailed to you late in January 1996. 


At the Annual Meeting, stockholders will be asked to elect a Board of seven 
directors to serve for the forthcoming year. Each nominee is currently 
serving as a director of the Company. A biographical description of each of 
the seven nominees is set forth in the section of the Proxy Statement 
entitled "Election of Directors." Stockholders will also be asked to ratify 
the Board's appointment of the Company's auditors. 

The Board is also proposing that the stockholders adopt the 1996 Long Term 
Incentive Plan for Non- Employee Directors. If this plan is adopted, the 
annual cash stipend paid to the Non-Employee Directors will be decreased and 
each Non-Employee Director will receive an annual grant of restricted stock 
and an option to purchase shares of the Company's common stock. The plan, in 
which the removal of restrictions from the restricted stock and the vesting 
of the stock options are tied to increases in the price of the Company's 
common stock, is an important means by which the Company can conserve cash 
and more closely align the Non- Employee Directors' interests with those of 
the Company's stockholders. This proposal, which is described in the enclosed 
Proxy Statement, requires the consent of the holders of a majority of the 
Company's outstanding shares of common stock present or represented by proxy 
and entitled to vote at the 1996 Annual Meeting. The Board of Directors 
believes the adoption of this proposal is in the best interest of the 
stockholders and recommends its 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, so that your shares may be represented at the 
Annual Meeting. 

                                              Sincerely,

                                              /s/ ALLAN E. RUBENSTEIN
                                              ----------------------------------
                                              ALLAN E. RUBENSTEIN, M.D.
                                              Chairman of the Board of Directors


<PAGE>
                          THE COOPER COMPANIES, INC. 
                     6140 STONERIDGE MALL ROAD, SUITE 590 
                             PLEASANTON, CA 94588 
                             TEL: (510) 460-3600 

                                    ------ 


                   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 March 27, 1996, 
at 10:00 A.M., eastern standard 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 the 1996 Long Term Incentive Plan for Non-Employee 
   Directors. 

       3. 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, 1996. 

       4. 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 February 15, 1996 
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 a return 
envelope. The Company's Annual Report for the fiscal year ended October 31, 
1995 was mailed to you late in January 1996. 

   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


                                              /s/ ALLAN E. RUBENSTEIN
                                             -----------------------------------
                                             ALLAN E. RUBENSTEIN, M.D.
                                             Chairman of the Board of Directors


D
ated: February 20, 1996 



<PAGE>

                          THE COOPER COMPANIES, INC. 
                     6140 STONERIDGE MALL ROAD, SUITE 590 
                             PLEASANTON, CA 94588 
                                    ------ 


                               PROXY STATEMENT 
                                     FOR 
                        ANNUAL MEETING OF STOCKHOLDERS 
                                MARCH 27, 1996 
                                    ------ 

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 March 27, 1996 at 10:00 A.M., eastern 
standard 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 February 23, 1996. 


   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 1996 Long Term Incentive Plan for Non-Employee 
Directors 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, 1996. 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 February 15, 1996, the record date for the 
determination of stockholders entitled to notice of and to vote at the Annual 
Meeting, there were outstanding 11,650,219 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 the favorable 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 affect the election of the candidates receiving a 
plurality of votes. The proposals to adopt the 1996 Long Term Incentive Plan 
for Non-Employee Directors and to ratify the appointment of the Company's 
independent certified public accountants require the approval of a majority 
of shares present in person or represented by proxy at the 


<PAGE>

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, 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 1996 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. Three of the seven directors, Moses Marx, 
Donald Press and Steven Rosenberg, were nominated 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  .......................................................................    57         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. 
Mark A. Filler  .........................................................................    35         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). 

                                       2 

<PAGE>
                                                                                                        YEAR 
                                                                                                     COMMENCED 
                                                                                                     SERVING AS 
                                                                                                     A DIRECTOR 
                                NAME, PRINCIPAL OCCUPATION                                             OF THE 
                                 AND OTHER DIRECTORSHIPS                                     AGE      COMPANY 
                        --------------------------------------------                        -----   ------------ 
Michael H. Kalkstein  ...................................................................    53         1992 
     Mr. Kalkstein has been a partner in the law firm of Graham & James LLP since 
        September 1994. He was a partner in the law firm of Berliner o Cohen from 1983 
        through August 1994. He has been on the Board of Trustees of Opera San Jose since 
        1984 and served as its President from 1992 to 1994. 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 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.  ..............................................................    51         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 address of each nominee follows: 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 LLP, 5 Palo Alto Square, 3000 El Camino Real, 
Palo Alto, CA 94306; 


                                       3 

<PAGE>

Moses Marx, United Equities Company, 160 Broadway, New York, NY 10038; Donald 
Press, Esq., Broadway Management Co., Inc., 39 Broadway, New York, NY 10006; 
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 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. The members are Messrs. Rosenberg, Filler and Press. 

       (ii) 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. 

       (iii) The Management Committee consults with and oversees the 
   activities of the Chief Executive Officer. In addition, the members of the 
   Committee meet with key operating personnel at quarterly Operations 
   Meetings. The members are Dr. Rubenstein and Messrs. 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 1997 Annual Meeting if such recommendations are made in 
   accordance with the procedure described below under "Stockholder 
   Nominations and Proposals." 

   During the fiscal year ended October 31, 1995, the Board met nine times, 
the Audit and Finance Committee met twice and the Compensation/Long Term 
Incentive Plan Committee met three times and acted once by unanimous written 
consent. The Nominating Committee was not convened. Members of the Management 
Committee met with members of senior management four times. 


   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. and the 
Pacific Stock Exchange Incorporated. 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 1995 all Section 16(a) filing 
requirements applicable to its officers, directors and beneficial owners of 
more than ten percent of any class of its equity securities were met. 

                                       4 

<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 and by all of the current directors 
and executive officers as a group. 


<TABLE>
<CAPTION>
                                                                   COMMON STOCK 
                                                             BENEFICIALLY OWNED AS OF 
                                                                 JANUARY 31, 1996 
                                                         ------------------------------- 
                                                              NUMBER         PERCENTAGE 
NAME OF BENEFICIAL OWNER                                     OF SHARES       OF SHARES 
- ------------------------                                 ---------------   ------------ 
<S>                                                      <C>                <C>
A. Thomas Bender  .....................................     77,703(1)            * 
Mark A. Filler  .......................................      2,949(2)            * 
Robert S. Holcombe  ...................................     38,442(3)            * 
Michael H. Kalkstein  .................................      6,182(2)            * 
Moses Marx  ...........................................    416,185(2)(4)       3.5% 
Nicholas J. Pichotta  .................................      7,407(5)            * 
Donald Press  .........................................      9,382(2)(6)         * 
Steven Rosenberg  .....................................      2,849(2)            * 
Allan E. Rubenstein  ..................................      5,644(7)            * 
Mark R. Russell  ......................................     17,187(8)            * 
Robert S. Weiss  ......................................     99,084(9)            * 
All current directors and executive officers as a 
  group (16 persons) ..................................    743,062(10)         6.2% 
</TABLE>


- ------ 
* Less than 1%. 

 (1) Includes 7,407 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 22,223 shares which could be acquired upon the exercise of presently 
     exercisable stock options. 

 (2) Includes 1,183 shares which each of Messrs. Filler, Kalkstein, Marx, 
     Press and Rosenberg purchased in January 1996 pursuant to the terms of 
     the 1996 Long Term Incentive Plan for Non-Employee Directors (the "1996 
     LTIP"). Each Non-Employee Director has sole voting power with respect to 
     those 1,183 shares, however (i) disposition is restricted pursuant to 
     the terms of the 1996 LTIP and (ii) the shares will be forfeited if the 
     1996 LTIP is not approved by the Company's stockholders at the 1996 
     Annual Meeting. 

 (3) Includes 11,111 shares as to which Mr. Holcombe has sole voting power, 
     but as to which disposition is restricted pursuant to the terms of the 
     LTIP, 7,980 shares which could be acquired upon the exercise of 
     presently exercisable stock options, and 740 shares held by his wife, as 
     to which Mr. Holcombe has no voting power and as to which disposition is 
     also restricted pursuant to the terms of the LTIP. Mr. Holcombe 
     disclaims beneficial ownership of those 740 shares. 

 (4) Includes 243,666 shares which could be acquired upon conversion (at the 
     rate of $15.00 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. Does not 
     include 2,322,533 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 stockholder of that company. 

 (5) Mr. Pichotta has sole voting power with respect to these shares but 
     disposition is restricted pursuant to the terms of the LTIP. 

 (6) Includes 1,200 shares which could be acquired upon conversion (at the 
     rate of $15.00 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 

<PAGE>

 (7) Includes 1,478 shares which Dr. Rubenstein purchased in January 1996 
     pursuant to the terms of the 1996 LTIP. Dr. Rubenstein has sole voting 
     power with respect to those shares, however (i) disposition is 
     restricted pursuant to the terms of the 1996 LTIP and (ii) the shares 
     will be forfeited if the 1996 LTIP is not approved by the Company's 
     stockholders at the 1996 Annual Meeting. 

 (8) Includes 7,407 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 7,280 shares which Mr. Russell could acquire upon the exercise of 
     presently exercisable stock options. 

 (9) Includes 22,222 shares as to which Mr. Weiss has sole voting power but 
     as to which disposition is restricted pursuant to the terms of the LTIP, 
     2,554 shares held on account for him under the Company's 401(k) Savings 
     Plan and 6,668 shares which Mr. Weiss could acquire upon the exercise of 
     presently exercisable stock options. 

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


PRINCIPAL SECURITYHOLDERS 

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

 
                                    COMMON STOCK 
                                  BENEFICIALLY OWNED 
                                AS OF JANUARY 31, 1996 
                             --------------------------- 
                                 NUMBER      PERCENTAGE 
NAME OF BENEFICIAL OWNER       OF SHARES     OF SHARES 
- ------------------------      -----------   ------------ 
Cooper Life Sciences, Inc.     2,322,533       19.9% 

                                       6 

<PAGE>


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 two individuals who served as the Company's 
chief executive officer during a portion of fiscal 1995, and to each of the 
persons who were, for the fiscal year ended October 31, 1995, the four other 
most highly compensated executive officers of the Company or its 
subsidiaries. Certain figures included in the salary and bonus columns for 
1994 and 1993 are different from amounts indicated in previous years' proxy 
statements due to a reclassification of certain amounts to be consistent with 
the presentation for 1995. 

<TABLE>
<CAPTION>
                                             Annual Compensation 
                                       --------------------------------------
    Name and Principal                                          Other Annual 
         Position            Year      Salary        Bonus      Compensation
    ------------------       ----      ------        -----      ------------ 
<S>                          <C>      <C>          <C>          <C>
Allan E. Rubenstein (2)..    1995          -0-          -0-        $58,750(3) 
 Chairman of the Board       1994          -0-          -0-        $68,694(3) 
                             1993          -0-          -0-        $63,625(3) 
A. Thomas Bender (4)  ...    1995     $300,000     $187,500            -0- 
 President and               1994     $243,583     $150,413            -0- 
 Chief Executive Officer     1993     $188,285     $128,034            -0- 
Robert S. Holcombe  .....    1995     $241,000     $120,500            -0- 
 Senior Vice President       1994     $239,167     $112,887            -0- 
 and General Counsel         1993     $227,500     $ 11,375            -0- 
Nicholas J. Pichotta  ...    1995     $190,000     $ 95,000            -0- 
 President and CEO of        1994     $190,000     $ 39,817            -0- 
 CooperSurgical, Inc.        1993     $190,000          -0-            -0- 
Mark R. Russell  ........    1995     $250,000     $ 23,750            -0- 
President and CEO of         1994     $249,828     $117,418            -0- 
 Hospital Group of           1993     $237,489     $ 35,688            -0- 
  America, Inc. 
Robert S. Weiss  ........    1995     $218,500     $109,250            -0- 
 Executive Vice              1994     $217,271     $115,482        $16,875 
 President, Treasurer        1993     $206,391     $ 10,319        $30,000 
 and Chief Financial  
 Officer  
</TABLE>


<PAGE>

                     (RESTUBBED TABLE CONTINUED FROM ABOVE) 

<TABLE>
<CAPTION>
                                       Long Term Compensation 
                              ------------------------------------------
                                         Awards                  Payouts 
                              ------------------------------     -------
                              Restricted       Securities 
    Name and Principal          Stock          Underlying         LTIP         All Other 
         Position               Awards       Options/SARs(1)     Payouts      Compensation 
    ------------------        ----------     ---------------     -------      ------------
<S>                           <C>            <C>                <C>           <C>
Allan E. Rubenstein (2)..           -0-             -0-              -0-             -0- 
 Chairman of the Board              -0-             -0-              -0-             -0- 
                                    -0-             -0-         $  1,770             -0- 
A. Thomas Bender (4)  ...      $ 36,114(5)       36,111         $ 34,444        $    900(6) 
 President and                 $ 16,000          33,334         $ 17,778        $    524(6) 
 Chief Executive Officer            -0-           1,073         $  7,080             -0- 
Robert S. Holcombe  .....      $108,332(7)          -0-         $103,333        $ 48,800(8)(9) 
 Senior Vice President         $ 48,000             -0-         $ 53,333        $  1,300(8) 
 and General Counsel                -0-           7,980         $  3,717        $    651(8) 
Nicholas J. Pichotta  ...      $ 36,114(5)        5,000         $ 34,444        $  1,006(8) 
 President and CEO of          $ 16,000             -0-         $ 17,778        $  1,006(8) 
 CooperSurgical, Inc.               -0-             -0-         $ 25,616        $127,296(8)(10) 
Mark R. Russell  ........      $ 36,114(5)        5,000         $ 34,444        $  1,766(8) 
President and CEO of           $ 16,000             -0-         $ 17,778        $  1,118(8) 
 Hospital Group of                  -0-           7,280              -0-        $  1,118(8) 
  America, Inc.       
Robert S. Weiss  ........      $108,332(11)      15,000         $103,333        $    786(8) 
 Executive Vice                $ 48,000          13,334         $ 53,333        $    786(8) 
 President, Treasurer               -0-             -0-         $ 10,620        $    447(8) 
 and Chief Financial  
 Officer  
</TABLE>

- ------ 
(1) All share numbers have been adjusted to reflect the one-for-three reverse 
    stock split effectuated in September 1995. 

(2) 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. He carried out the 
    duties of a chief executive officer until Mr. Bender assumed that 
    position in May 1995. 

(3) See "Executive Compensation -- Compensation of Directors" for a 
    description of the compensation paid to Non-Employee Directors. 

(4) Mr. Bender assumed the positions of President and Chief Executive Officer 
    in May 1995. Prior thereto, he served as Executive Vice President and 
    Chief Operating Officer. 

(5) As of October 31, 1995, each of Messrs. Bender, Pichotta and Russell 
    owned 7,407 shares of restricted stock, the aggregate fair market value 
    of which was $44,886. Restrictions will be removed from 3,704 shares on 
    May 25, 1996, from 1,852 shares on August 30, 1996 and from 1,851 shares 
    on August 30, 1997, assuming Mr. Bender, Mr. Pichotta and Mr. Russell, 
    respectively, are still employees of the Company. Those shares are 
    eligible to receive any dividends paid by the Company prior to the 
    removal of restrictions therefrom. 

(6) Consists of income associated with life insurance coverage. 

                                      7 

<PAGE>

(7) As of October 31, 1995, Mr. Holcombe owned 11,111 shares of restricted 
    stock, the aggregate fair market value of which was $67,333. Restrictions 
    will be removed from those shares on April 30, 1996 when Mr. Holcombe's 
    employment with the Company terminates. See "Executive Compensation -- 
    Contracts." Those shares are eligible to receive any dividends paid by 
    the Company prior to the removal of restrictions therefrom. 

(8) Consists of a $200 contribution by the Company to a 401(k) account and 
    income associated with life insurance coverage. 

(9) Also includes $47,500 paid to Mr. Holcombe in November 1994 in connection 
    with the entering into of an amendment to Mr. Holcombe's Employment 
    Agreement with the Company, which reduced the severance to which Mr. 
    Holcombe will be entitled upon the termination of his employment. See 
    "Executive Compensation -- Contracts." 

(10) Also includes forgiveness of a loan made to Mr. Pichotta by the Company 
     and accrued interest thereon, in the aggregate amount of $93,288, and 
     $33,583 paid pursuant to a change in control provision contained in Mr. 
     Pichotta's employment agreement. 

(11) As of October 31, 1995, Mr. Weiss owned 22,222 shares of restricted 
     stock, the aggregate fair market value of which was $134,665. 
     Restrictions will be removed from 11,111 shares on May 25, 1996, from 
     5,556 shares on August 30, 1996 and from 5,555 shares on August 30, 
     1997, 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. 


            OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1995(1) 

<TABLE>
<CAPTION>
                                          Percent of 
                                         Total Options 
                                          Granted to 
                           Options       Employees in     Exercise Price    Expiration 
         Name              Granted        Fiscal Year        Per Share         Date 
         ----              -------       -------------    --------------    ----------
<S>                        <C>           <C>              <C>               <C>
A. Thomas Bender  ....      25,000 (2)       19.07%           $  6.88        10/23/05 
                             2,778 (3)        2.12%           $  5.82        03/21/05 
                             2,778 (3)        2.12%           $  5.82        03/21/05 
                             2,778 (3)        2.12%           $  5.82        03/21/05 
                             2,777 (3)        2.12%           $  5.82        03/21/05 
Robert S. Holcombe  ..         -0- 
Nicholas J. Pichotta         5,000 (2)        3.81%           $  6.88        10/23/05 
Allan E. Rubenstein  .         -0- 
Mark R. Russell  .....       5,000 (2)        3.81%           $  6.88        10/23/05 
Robert S. Weiss  .....      15,000 (2)       11.44%           $  6.88        10/23/05 
All Stockholders as a 
  Group ..............         -0-          -0-                -0-                -0- 
</TABLE>

                     (RESTUBBED TABLE CONTINUED FROM ABOVE) 

<TABLE>
<CAPTION>
                                Potential Realizable Value 
                                  at Assumed Annual Rates 
                                of Stock Price Appreciation 
                                    for Option Term (4) 
                         -------------------------------------
         Name            0% ($)       5%($)            10% ($) 
         ----            ------       -----            -------
<S>                      <C>       <C>               <C>
A. Thomas Bender  ....     0       $   108,250       $    274,000 
                           0       $    10,167       $     25,780 
                           0       $    10,167       $     25,780 
                           0       $    10,167       $     25,780 
                           0       $    10,164       $     25,771 
Robert S. Holcombe  .. 
Nicholas J. Pichotta       0       $    21,650       $     54,800 
Allan E. Rubenstein  . 
Mark R. Russell  .....     0       $    21,650       $     54,800 
Robert S. Weiss  .....     0       $    64,950       $    164,400 
All Stockholders as a 
  Group ..............     0       $44,140,886(5)    $111,861,671(5) 
</TABLE>

- ------ 
(1) All share numbers have been adjusted to give effect to the one-for-three 
    reverse stock split effectuated in September 1995. 

(2) The option shall become exercisable when the average of the closing 
    prices of a share of the Company's Common Stock on the New York Stock 
    Exchange during any 30 consecutive calendar days following the date of 
    grant equals $8.95, if the option holder is still employed by the Company 
    on that date. Furthermore, if any portion of the option has not become 
    exercisable by July 24, 2005, it shall become exercisable on that date 
    regardless of the price of the Company's Common Stock, provided the 
    option holder is still an employee of the Company. 

                                       8

<PAGE>

(3) For Mr. Bender's 11,111 share option to vest, two tests must be met 
    simultaneously: (a) Mr. Bender must remain as the Chief Executive Officer 
    of the Company and (b) the price of the Company's Common Stock shall have 
    reached a specified level. Specifically, 5,555 shares of the 11,111 share 
    option became exercisable immediately, 2,778 shares will become 
    exercisable on March 29, 1996 and 2,778 shares will become exercisable on 
    March 29, 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 $4.50 per share with respect to the first 3,704 shares 
    available for purchase under the option, $9.00 per share with respect to 
    the second 3,704 shares and $15.00 per share with respect to the last 
    3,703 shares. During the period of April 1, 1999 through September 21, 
    2004, 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 Company's Common Stock equals or 
    exceeds $30.00. If any portion of the option has not become exercisable 
    by September 22, 2004, 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. 

(4) The dollar amounts under these columns are the results of calculations at 
    0%, and at the 5% and 10% annual appreciation rates set by the SEC for 
    illustrative purposes and are not intended to forecast future financial 
    performance or possible future appreciation, if any, in the price of the 
    Company's Common Stock. Stockholders are, therefore, cautioned against 
    drawing any conclusion from the appreciation data shown, aside from the 
    fact that optionees will only realize value from option grants if the 
    price of the Company's Common Stock appreciates, which would benefit all 
    stockholders commensurately. 

(5) Assumes a base market capitalization of $70,188,047, computed on the 
    basis of the number of shares outstanding and the average of the high and 
    the low trading price of the Company's common stock on December 31, 1995. 

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 covered by 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, Pichotta and Weiss are
approximately $21,000, $36,000 and $53,000, respectively.(1) Mr. Holcombe will
leave the Company in April 1996 and, upon retirement, he will be entitled to
receive annual retirement benefits of approximately $12,000. That amount does
not reflect the impact of the additional years of service that will be
attributed to him (see "Executive Compensation -- Contracts"). 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, 
Nicholas J. Pichotta 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

- ------------
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.

                                       9

<PAGE>

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) and will pay Mr. Pichotta 100% of his annual base 
salary (except that in certain circumstances following a Change in Control 
such payment could increase to 150% of his annual base salary). In addition, 
subject to the amendment described below with respect to Mr. Holcombe, 
Messrs. Bender, Holcombe, Pichotta and Weiss would continue to participate in 
the Company's or the relevant subsidiary's various insurance plans for a 
period of up to 24 months, 18 months, 24 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 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 1996 and 1997, of options to purchase up to 
11,111 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 11,111 shares of restricted stock on January 3, 1995. 

   On October 3, 1995, Mr. Holcombe's Employment Agreement was amended to 
provide for the termination of his employment as a result of a decision to 
close the Company's Fort Lee, New Jersey headquarters. The amendment provides 
for Mr. Holcombe to work through April 30, 1996 and confirms that he will 
receive severance equal to 125% of his annual base salary and 15 months of 
post-termination benefits. 

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

                                      10 

<PAGE>

   Messrs. Bender, Holcombe, Pichotta, Russell 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 $4.50 and $9.00 
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. A second 
award, also paid partly in cash and partly in shares of restricted stock 
bearing restraints on disposition until certain further conditions have been 
satisfied, was made in August 1995, following satisfaction of the second 
trading price benchmark. The plan provides that once 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 
$30,000 per year (or an amount pro-rated to take into account the length of 
service during such year). With the election of Mr. Bender to the Board on 
May 23, 1994, the Board determined that the annual stipend would no longer be 
paid with respect to any director who is also an employee of the Company or a 
subsidiary. In addition, each director who was not also an employee of the 
Company (a "Non-Employee Director") received a fee of $1,000 for each meeting 
of the Board or a Board Committee he attended. In September 1994, the Board 
implemented a scaled back fee schedule. Each Non-Employee Director is now 
entitled to receive meeting fees ranging from $125 to $1,000, depending upon 
a meeting's duration, 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 October 24, 1995, the Board of Directors adopted a series of 
resolutions intended to modify the yearly stipend payable to all Non-Employee 
Directors. The purpose of the modifications was to reduce the Company's cash 
expenditures and to increase the Non-Employee Directors' equity participation 
in the Company to more closely align their interests with those of the 
Company's stockholders. 

   Commencing with fiscal 1996, and assuming passage of Proposal 2 hereunder 
to adopt the 1996 LTIP, the annual stipend will be reduced to $22,500 for 
each Non-Employee Director other than the Chairman of the Board. As long as 
the Chairman of the Board is not an employee of the Company, the annual 
stipend payable to the person holding such position shall be $28,125. 


   In addition, each November, commencing with November 1995, each 
Non-Employee Director is to receive restricted stock having a fair market 
value (determined according to a formula contained in the 1996 LTIP) of 
$7,500 ($9,375 in the case of a Non-Employee Chairman of the Board) and an 
option to purchase shares of stock, with an exercise price equal to the fair 
market value of the Common Stock of the Company on the date of grant. The 
option granted in November 1995 entitled each Non-Employee Director to 
purchase up to 5,000 shares of the Company's Common Stock (6,250 shares in 
the case of the Non-Employee Chairman of the Board). Future option grants 
will entitle recipients to purchase up to 3,333 shares of the Company's 
Common Stock (4,167 shares in the case of a Non-Employee Chairman of the 
Board). Restrictions will generally not be removed from the restricted stock 
until its fair market value appreciates 20% from the date of grant or five 
years have passed; the options generally will not become exercisable until 
the fair market value of the Common Stock appreciates 30% from the date of 
grant or five years have elapsed from the date of grant. In the event the 
stockholders of the Company fail to adopt the 1996 LTIP, the restricted stock 
and option grants made in November 1995 will become null and void and all 
rights granted thereunder will be forfeited. Furthermore, the annual stipend 
paid to each Non-Employee Director for serving as such would revert to 
$30,000. 


                                      11 

<PAGE>

   For additional details regarding the terms and conditions of restricted 
stock and option grants under the 1996 LTIP, see Proposal 2 below. 

   On April 26, 1990, the Company's Board of Directors adopted the 1990 
Non-Employee Directors Restricted Stock Plan (the "RSP"), which granted to 
each current and future Non-Employee Director the right to purchase, for $.10 
per share, shares of the Company's Common Stock, subject to certain 
restrictions. Thirty-three thousand three hundred thirty-three (33,333) 
shares of the Company's Common Stock were authorized and reserved for 
issuance under the RSP. All shares granted under the RSP had restrictions 
removed upon the occurrence of certain events and thus became freely 
transferable or, in the case of Non-Employee Directors who resigned before 
restrictions were removed from the shares, were forfeited. Upon adoption of 
the 1996 LTIP, the RSP will terminate. 

 
        COMPENSATION 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 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." 

   Mr. 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 appearing 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 Securities Exchange Act of 1934, as 
amended (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 

   From the commencement of fiscal 1995 through May 1995, the Committee was 
composed of three outside directors: Messrs. Filler, Kalkstein and Schnell. 
Following the death of Mr. Schnell in May 1995, Mr. Press, an outside 
director, 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, which 
remains in place, provides that the Committee will review and approve all 
aspects of the compensation paid to the Company's Chief Executive Officer and 
the four most highly paid executives, all salaries and salary increases for 
individuals whose annual base salary 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 calls 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 each year. The members of the 
Committee also administer the Company's LTIP. 

Executive Compensation for Fiscal 1995 

   In accordance with the charter established by the Committee, the Committee 
articulated its philosophy governing the determination of compensation for 
executive officers. That philosophy recognizes the need to honor existing 
employment agreements and also expresses the belief that executives should be 
compensated at competitive levels which will serve to attract and retain 
talented employees. Inherent in the formulation of the compensation 
philosophy was a recognition of the difficulty of retaining employees when 
the Company was dealing 

                                      12 

<PAGE>

with serious legal and financial problems, and when traditional 
performance-based compensation methods offered few incentives. As the 
Company's legal problems subsided, huge losses were stemmed and the Company 
returned to profitability, renewed emphasis was placed on performance-based 
compensation in fiscal 1994 and 1995. Such emphasis will continue in the 
future. 

   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. 

   The level of annual compensation for individual executive officers is 
based upon a number of factors. The Committee took into account a combination 
of the individual executive officer's performance and the performance of the 
Company and the individual business for which such person was responsible, 
the scope of such person's responsibility, and the current compensation 
package in place for that officer. The Committee also reviewed compensation 
surveys and other published compensation data covering the healthcare 
industry, and industry in general, to assess whether the salary ranges in 
place for its executive officers are competitive. Increases in an executive's 
annual base salary are dependent on such person's performance, company-wide 
or a particular subsidiary's financial results and on general levels of wage 
and price inflation. 

   In making awards under the 1995 Incentive Payment Plan (the "IPP"), 
primary consideration was given to the performance of the Company or the 
subsidiary for which the executive officer worked. Participation levels under 
the Company's 1995 IPP 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 Executive Officer. IPP 
awards are paid with respect to each fiscal year when the operating 
businesses, or the parent Company, as a consolidated entity (depending upon 
the executive's employer) meet specified performance targets. In fiscal 1995, 
performance targets for executives employed by an operating subsidiary were 
tied to the attainment by that business of specified levels of net revenue, 
operating income and cash flow. For executives employed by the parent 
Company, performance targets were tied to the attainment of certain levels of 
consolidated net income and cash flow. In addition, a portion of each 
individual's award can be granted on a discretionary basis by his or her 
division head or the Chief Executive Officer, or in the case of the five most 
highly paid members of management, by the Committee, following an assessment 
of each individual's performance. 

   Long term incentive rewards are made under the Company's LTIP, based on 
recommendations submitted to the Committee by the Company's Chief Executive 
Officer. In fiscal 1995, awards (exclusive of those issued under the 
Turn-Around Incentive Plan) consisted of grants of stock options having an 
exercise price equal to the fair market value of the Company's Common Stock 
on the date of grant. The future value of these options is directly linked to 
increases in the price of the Company's Common Stock, thereby linking 
long-term compensation to increased stockholder value and continuing service 
to the Company. 

CEO Compensation for Fiscal 1995 

   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 provides 
oversight to and consults with the Company's senior management. In 
recognition of the Company's financial difficulties, Dr. Rubenstein has, to 
date, carried out those responsibilities without any designated compensation. 
He has received only the annual stipend payable to Non- Employee Directors 
and a fee payable at the rate of $125 per hour for work he performs on behalf 
of the Company, all as described above under "Compensation of Directors." 

   Dr. Rubenstein's fiscal 1996 compensation has been adjusted to provide him 
with an annual stipend and 1996 LTIP participation levels that are 25% higher 
than those paid to the other Non-Employee Directors. See the discussion under 
"Compensation of Directors" for a description of exact compensation amounts. 
This change was recommended by the Board of Directors once the Company's 
financial condition improved, in recognition of the additional 
responsibilities carried out by Dr. Rubenstein in his role as the Company's 
Chairman of the Board. 


                                      13 

<PAGE>

   Mr. Bender assumed the position of President and Chief Executive Officer 
of the Company in May 1995. Prior to that time, Mr. Bender held the positions 
of Executive Vice President and Chief Operating Officer. Mr. Bender has also 
served as the President of CooperVision, Inc. since 1991, and he continues to 
serve in such capacity. 

   Mr. Bender's $305,000 base salary, which took effect on January 1, 1995, 
consisted of two components: $210,000 represented his salary for serving as 
the President of CooperVision and $95,000 represented an additional component 
added in recognition of the additional responsibilities undertaken by Mr. 
Bender in his capacity as the Company's President and CEO. This base salary 
reflects an increase of $30,000 over that previously in effect when Mr. 
Bender served as the President of CooperVision, Inc. and as the Company's 
Executive Vice President and Chief Operating Officer. 

   Mr. Bender's 1995 bonus consisted of $187,500 paid under the IPP. Mr. 
Bender was eligible to participate in the IPP at a level equal to 50% of the 
$300,000 salary paid to him in fiscal 1995. In the event that certain 
specified financial targets were exceeded, Mr. Bender's fiscal 1995 bonus 
could be higher than that amount. The determination of Mr. Bender's actual 
IPP payment depended both upon the Company's ability to meet targeted income 
and cash flow levels, and on the Committee's discretion. Income and cash flow 
in fiscal 1995 exceeded the Company's budget by more than 20%, thereby 
entitling Mr. Bender to a bonus of $150,000 based solely on the Company's 
financial performance. An additional $37,500 was awarded to Mr. Bender by the 
Committee under the discretionary component of the IPP based on its belief 
that Mr. Bender's performance in fiscal 1995 contributed to significant 
growth at CooperVision in fiscal 1995 and to the overall improvement of the 
Company's visibility and reputation with the financial and investment 
community. 

   Mr. Bender also received a payment of $34,444 and 3,703 shares of the 
Company's restricted stock pursuant to the Turn-Around Incentive Plan adopted 
in May 1993 to incentivize participants to work towards solutions to the 
Company's significant problems. The award was distributed in August 1995 when 
the price of the Company's Common Stock had appreciated to $9 per share, a 
significant increase from the $1.12 to $1.50 price range at which the 
Company's stock was trading when the Turn-Around Incentive Plan was adopted. 

           THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE 
                                MARK A. FILLER 
                             MICHAEL H. KALKSTEIN 
                                 DONALD PRESS 



























                                      14 

<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, 1995. The graph assumes that the value 
of the investment in the Company and in each index was $100 on October 31, 
1990 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 SHAREHOLDERS
                           THE COOPER COMPANIES, INC.
    
  250.00|------------------------------------------------------------------|  
        |                                                             &    |
        |                                                                  |
        |                                                             #    |
        |                                                                  | 
  200.00|------------------------------------------------------------------| 
        |               &         &                                        |
        |                                                 #                |
        |                                     #                            |
D       |                                                                  | 
O 150.00|-------------------------------------------------&----------------| 
L       |                         #                                        |
L       |               #                     &                            |
A       |                                                                  | 
R       |                                                                  | 
S 100.00|---*&#------------------------------------------------------------| 
        |               *                                                  |
        |                                                 *                |
        |                                                                  |
        |                                                             *    | 
   50.00|------------------------------------------------------------------| 
        |                                                                  |
        |                         *                                        |
        |                                                                  |
        |                                     *                            | 
       0|----|----------|---------|-----------|-----------|-----------|----| 
            1990       1991      1992        1993        1994        1995

                                                                             
  *=The Cooper Companies, Inc.            &=S & P Medical Products & Supplies
                              #=S & P 500

<TABLE>
<CAPTION>
                                                         Five Year Total Return
                                       ----------------------------------------------------------
<S>                                   <C>        <C>       <C>        <C>        <C>        <C>
                                       1990       1991      1992       1993       1994       1995
                                       ----       ----      ----       ----       ----       ----
     The Cooper Companies, Inc.       100.00      86.21     37.93      18.95      72.42      54.02
S&P Medical Products & Supplies       100.00     178.10    170.53     129.46     148.01     244.10
                      S & P 500       100.00     133.50    146.76     168.60     175.13     221.29
</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

                                      15 

<PAGE>

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 
1,800,000 shares of Common Stock and to one if CLS owns less than 800,000 
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 500,000 
shares of Common Stock (increasing to 833,333 shares of Common Stock for so 
long as CLS owns more than 1,616,666 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 1,616,666 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 333,333 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 333,333 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 800,000 shares of Common Stock, or one director, so long as it 
continues to own at least 333,333 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 LLP, which has been compensated for 
legal services rendered to the Company in fiscal 1995. 

 
                  PROPOSAL 2 -- ADOPTION OF 1996 LONG TERM 
                  INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS 

GENERAL 

   In October 1995, the Board of Directors approved, subject to stockholder 
approval, the 1996 Long Term Incentive Plan for Non-Employee Directors (the
"1996 LTIP") under which 215,000 shares of the Company's Common Stock, par value
$.10 per share (the "Stock") have been reserved for issuance. A copy of the 1996


                                      16 

<PAGE>

LTIP is attached as Appendix A hereto. The Stock may be either treasury Stock or
authorized but unissued Stock. The 1996 LTIP provides for the grant to 
Non-Employee Directors of options to purchase Stock (the "Stock Options") and 
the opportunity to purchase Stock subject to specified restrictions 
summarized below (the "Restricted Stock"). The adoption of the 1996 LTIP 
occurred simultaneously with the adoption by the Board of Directors of 
resolutions reducing the annual stipend paid to Non-Employee Directors from 
$30,000 per year to $22,500 per year (or $28,125 in the case of a Chairman of 
the Board who is a Non-Employee Director). 

   The purpose of the 1996 LTIP is to substitute equity for a portion of the 
compensation previously paid in cash and to encourage and enable Non-Employee 
Directors to increase their proprietary interest in the Company. This change 
is intended to more closely align the Non-Employee Directors' interests with 
those of the Company's stockholders and to provide such Non-Employee 
Directors with additional incentives to maximize the long-term value of the 
Company's Common Stock. 

   The 1996 LTIP will be administered by a Committee of at least two members 
of the Board. The initial Committee members will be one Non-Employee 
Director, one employee director and the Secretary of the Company. All 
Non-Employee Directors (currently six) will be eligible to receive Restricted 
Stock and Stock Options pursuant to the Plan. 

   If the 1996 LTIP is not approved by the stockholders at the Annual 
Meeting, the plan will terminate, all awards made thereunder will be 
forfeited and the annual stipend paid to the Non-Employee Directors will 
revert to $30,000 per year. 

STOCK OPTIONS AND RESTRICTED STOCK 

   The exercise price of Stock Options shall be the average on the date of 
grant of the highest and lowest quoted selling price of a share of Stock on 
the principal stock exchange on which the Stock is traded (the "Fair Market 
Value"). Each Stock Option shall become exercisable upon the earlier to occur 
of (a) the date on which the average of the closing prices of the Stock over 
thirty consecutive trading days (the "Average Closing Price") exceeds the 
exercise price by at least 30%, or (b) the fifth anniversary of the date of 
grant. No Stock Option shall be exercisable after the tenth anniversary of 
the date of grant, and no Stock Option shall be exercisable after termination 
of a Non-Employee Director's service as director (or failure to renominate 
him or her) for "Cause." For purposes of the 1996 LTIP, "Cause" shall mean 
the felony conviction of the Non-Employee Director or the failure of the 
Non-Employee Director to contest prosecution for a felony, or his or her 
willful misconduct or dishonesty. When the Non-Employee Director ceases to 
serve as a director for any reason other than Cause, each Stock Option shall 
become 100% exercisable, and shall remain exercisable for the lesser of three 
years or the remainder of the ten-year term of the Stock Option. 

   Grants of Restricted Stock under the 1996 LTIP shall entitle each 
Non-Employee Director to purchase shares of Restricted Stock at a purchase 
price of $.10 per share by January 15 of the year following the year in which 
the grant is made. Grants of Restricted Stock that are not exercised by such 
January 15 will expire. Shares of Restricted Stock may not be transferred 
until the restrictions on such shares lapse, and in no event may any shares 
of Restricted Stock be transferred within six months of the date of grant. 
The restrictions on Restricted Stock will lapse on the earlier to occur of 
(a) the date after the grant date on which the Average Closing Price of a 
share of Stock exceeds the "Annual Grant Average Closing Price" by at least 
20% or (b) the fifth anniversary of the date of grant. The "Annual Grant 
Average Closing Price" shall be the average of the closing prices of a share 
of Stock on each trading day occurring between October 16 and November 14 
inclusive in the year in which the grant is made. In the event a Non-Employee 
Director ceases to serve as a director for any reason other than Cause, the 
restrictions on Restricted Stock purchased by him or her shall lapse. If the 
Non-Employee Director ceases to serve as a director for any reason other than 
Cause after receiving a grant of Restricted Stock but prior to the expiration 
of the period for purchase of such Stock, the Non-Employee Director (or his 
or her representative in the case of the director's death or disability) 
shall be entitled to purchase the Restricted Stock as described above. If the 
Non-Employee Director ceases to serve as a director (or is not renominated) 
for Cause, Restricted Stock awarded but not purchased will be forfeited. 

   On November 1, 1995, each Non-Employee Director other than the Chairman of 
the Board was granted a Stock Option to purchase 5,000 shares of Stock, and 
the Chairman was granted a Stock Option to purchase 6,250 

                                      17 

<PAGE>

shares of Stock (in each case subject to stockholder approval), each with an 
exercise price of $5.91 per share. On November 1 of each subsequent year (or 
the first date thereafter on which the Stock is publicly traded) each 
Non-Employee Director will receive a Stock Option to purchase 3,333 shares of 
Stock; except that a Non- Employee Director who serves as Chairman of the 
Board shall receive a Stock Option to purchase 4,167 shares of Stock. On 
November 15, 1995 each Non-Employee Director other than the Chairman of the 
Board was granted (subject to stockholder approval), and on each subsequent 
November 15, each Non-Employee Director other than the Chairman of the Board 
will be granted, the right to purchase that number of shares of Restricted 
Stock which represents $7,500 of Stock based on the Annual Grant Average 
Closing Price. On November 15, 1995 the Chairman of the Board was granted 
(subject to stockholder approval), and on each subsequent November 15 any 
Non-Employee Director Chairman of the Board will be granted, the right to 
purchase that number of shares of Restricted Stock which represents $9,375 of 
Stock. Any Non-Employee Director who first becomes such after the start of a 
fiscal year will receive Restricted Stock and Stock Option grants pro-rated 
to take into account the length of service during that year. 

   The Committee may postpone the issuance and delivery of Stock under the 
Plan to satisfy federal or state securities laws or stock exchange 
requirements and may postpone the exercise of Stock Options if such exercise 
would result in certain specified changes in ownership of the Company. The 
Board of Directors may amend the 1996 LTIP and, with the consent of holders 
of Stock Options and Restricted Stock, the terms and conditions of the Stock 
Options and Restricted Stock, provided, that stockholder approval will be 
necessary to the extent required by Rule 16b-3 of the Securities Exchange Act 
of 1934 for any amendment to increase the number of shares of Stock issuable 
under the 1996 LTIP, to change the class of directors to whom awards may be 
made or to change any material terms of grants of Restricted Stock or Stock 
Options. 

   For U.S. federal income tax purposes, a Non-Employee Director generally 
will not recognize income on the grant of a Stock Option, but generally will 
recognize ordinary income on the exercise of a Stock Option. The amount of 
income recognized on the exercise of a Stock Option generally will be equal 
to the excess, if any, of the Fair Market Value of the Stock purchased at the 
time of exercise over the aggregate exercise price paid for such Stock. Where 
ordinary income is recognized by a Non-Employee Director in connection with 
the exercise of a Stock Option, the Company generally will be entitled to a 
deduction in the amount of ordinary income so recognized. 

   For U.S. federal income tax purposes, Non-Employee Directors generally 
will not recognize income on the grant of the right to purchase Restricted 
Stock. Non-Employee Directors, however, will generally recognize ordinary 
income on the date on or following its purchase that the Stock is no longer 
subject to a "substantial risk of forfeiture" as determined under the 
Internal Revenue Code and regulations promulgated thereunder. The amount of 
ordinary income recognized will equal the difference between the price paid 
for the Restricted Stock and the Fair Market Value of such Restricted Stock 
at the time the substantial risk of forfeiture lapses. At such time as the 
Non-Employee Director recognizes ordinary income, the Company generally will 
be entitled to a deduction for the amount of ordinary income recognized by 
the director. Generally, the director's basis in the Stock for purposes of 
determining gain or loss upon subsequent disposition of the Stock will be the 
Fair Market Value of the Stock when the risk of forfeiture lapses. The 
restrictions stated in the 1996 LTIP generally will not be treated as 
creating a "substantial risk of forfeiture." Thus, unless additional 
forfeiture provisions apply to any particular purchase of Restricted Stock, 
such purchase will cause immediate recognition of ordinary income. 

   The rules governing the tax treatment of options and restricted stock and 
an individual's receipt of Stock in connection with such grants are quite 
technical, so that the above description of tax consequences is necessarily 
general in nature and does not purport to be complete. Moreover, statutory 
provisions are, of course, subject to change, as are their interpretations, 
and their application may vary in individual circumstances. Finally, the tax 
consequences under applicable state law may not be the same as under the 
federal income tax laws. 

   The following table shows all Stock Options that have been granted and all 
Restricted Stock that has been purchased pursuant to grants of Restricted 
Stock under the 1996 LTIP since its inception. The exercise price of Stock 
Options to be granted in the future and the value of Restricted Stock to be 
granted in the future each depends on the future value of a share of the 
Company's Common Stock. Accordingly, the value of future grants of Stock 
Options and Restricted Stock is not determinable. 

                                      18 

<PAGE>

                              NEW PLAN BENEFITS 
           1996 LONG TERM INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS 


<TABLE>
<CAPTION>
                                                    Stock Options                   Restricted Stock 
                                          --------------------------------   ------------------------------ 
                                                              Number of 
                                                            Shares Covered                      Number of 
Name and Position                          Dollar Value(1)  Under Options    Dollar Value(2)      Shares 
- -----------------                          ---------------  --------------   ---------------   ----------- 
<S>                                       <C>               <C>               <C>               <C>
Allan E. Rubenstein (3)  ...............   $ 5,625           6,250            $ 9,917              1,478 
Current directors who are not executive 
  officers, as a group (4) .............   $28,125          31,250            $49,607              7,393 
</TABLE>

- ------ 
(1) The dollar value is calculated as the excess of the Fair Market Value of 
    a share of the Company's Common Stock on January 31, 1996 over the $5.91 
    per share exercise price of the Stock Option, times the number of shares 
    covered under the Stock Option(s). The actual value realized upon the 
    exercise of a Stock Option will depend on the Fair Market Value of the 
    Company's Common Stock at the time of exercise. 

(2) The dollar value is calculated as the excess of the Fair Market Value of 
    a share of the Company's Common Stock on January 31, 1996 over the per 
    share purchase price of $.10, times the number of shares of Restricted 
    Stock. 

(3) Dr. Rubenstein, a Non-Employee Director, serves as Chairman of the Board. 
    During fiscal 1995, he performed the duties of a Chief Executive Officer 
    until May 1995, when Mr. Bender was named President and Chief Executive 
    Officer of the Company. The grants reflected above were made to Dr. 
    Rubenstein in November 1995 based on his status as a Non-Employee 
    Director Chairman of the Board. 

(4) Includes Stock Option and Restricted Stock grants issued to Dr. 
    Rubenstein. Each other Non-Employee Director (Messrs. Filler, Kalkstein, 
    Marx, Press and Rosenberg) received a Stock Option to purchase 5,000 
    shares of the Company's Common Stock and 1,183 shares of Restricted 
    Stock. 

VOTE REQUIRED AND RECOMMENDATION 

   Approval of this proposal requires the affirmative vote of the holders of 
a majority of the Company's outstanding shares of Common Stock present or 
represented by proxy and entitled to vote at the 1996 Annual Meeting. 

 
  The Board of Directors recommends a vote FOR the proposal to approve the 
1996 Long Term Incentive Plan for Non-Employee Directors. 


            PROPOSAL 3 -- 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, 1996, 
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 
served 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 Annual 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 adoption of the 1996 LTIP and FOR ratification of the 
appointment of KPMG Peat Marwick LLP as independent certified public 
accountants of the Company for fiscal 1996. 

                                      19 

<PAGE>

   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 1997 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 1997 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 1997 annual meeting of stockholders. For a stockholder to nominate any 
person for election as a director at the 1997 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 1997 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. 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

                                              /s/ ALLAN E. RUBENSTEIN
                                              ----------------------------------
                                              ALLAN E. RUBENSTEIN, M.D.
                                              Chairman of the Board of Directors

                                      20 

<PAGE>
                                                                    APPENDIX A 






















                          THE COOPER COMPANIES, INC. 
 
                       1996 LONG TERM INCENTIVE PLAN 

                                     FOR 

                            NON-EMPLOYEE DIRECTORS 


<PAGE>

                                    INDEX 

                                                                  Page 
                                                                -------- 
1.  Purpose  ................................................     A-1 
2.  Definitions  ............................................     A-1 
3.  Stock Subject to the Plan; Adjustment Provisions  .......     A-2 
4.  Committee  ..............................................     A-2 
5.  Participants and Grants  ................................     A-2 
6.  Terms and Conditions of Restricted Stock Grants  ........     A-3 
          a) Annual Restricted Stock Grants  ................     A-3 
          b) Purchase Price  ................................     A-3 
          c) Additional Terms of Grants  ....................     A-3 
          d) Removal of Restrictions  .......................     A-4 
          e) Restricted Stock Certificate; Dividends  .......     A-4 
          f) Cessation of Service  ..........................     A-4 
7.  Terms and Conditions of Stock Options  ..................     A-4 
          a) Exercise Price  ................................     A-5 
          b) Option Term  ...................................     A-5 
          c) Exercisability  ................................     A-5 
          d) Method of Exercise  ............................     A-5 
          e) Non-Transferability of Options  ................     A-5 
          f) Non-Transferability of Underlying Stock  .......     A-5 
          g) Cessation of Service  ..........................     A-5 
8.  No Right to Re-Election  ................................     A-6 
9.  Tax Obligations  ........................................     A-6 
10. Issuance of Stock and Compliance with Securities Act  ...     A-6 
11. Administration and Amendment of the Plan  ...............     A-6 
12. Governing Law  ..........................................     A-6 
13. Effective Date of the Plan  .............................     A-6 
14. General Provisions  .....................................     A-6 
15. Term of Plan  ...........................................     A-7 


<PAGE>
                        1996 LONG TERM INCENTIVE PLAN 
                        FOR NON-EMPLOYEE DIRECTORS OF 
                          THE COOPER COMPANIES, INC. 


   1. PURPOSE. The purpose of The Cooper Companies, Inc. 1996 Long Term 
Incentive Plan for Non-Employee Directors is to advance the interests of the 
Corporation by encouraging and enabling the acquisition of a personal 
proprietary interest in the Corporation by Non-Employee Directors of the 
Corporation upon whose judgment and interest the Corporation depends for the 
successful conduct of its operations, and by providing such Directors with 
incentives to put forth maximum efforts for the long term success of the 
Corporation's business by making the removal of restrictions from the Stock 
acquired hereunder as well as the value of the Stock Options granted 
hereunder dependent on increases in the price of the Corporation's Stock. It 
is anticipated that the opportunity to increase their equity interests in the 
Corporation will strengthen the desire of such Directors to remain on the 
Board of Directors and work on the Corporation's behalf and will also enable 
the Corporation to attract and retain additional desirable Non-Employee 
Directors as required in the future without paying substantially more in cash 
compensation. 

   2. DEFINITIONS. When used in this Plan, unless the context otherwise 
requires: 

a. "Annual Grant Average Closing Price" shall have the meaning set forth in 
    Section 6(a) hereof. 

b. "Annual Restricted Stock Grant" shall mean the grants made to Non-Employee 
   Directors each November 15, pursuant to Sections 5 and 6 hereof. 

c. "Average Closing Price" shall mean the average of the closing price of the 
   Corporation's Stock on the principal stock exchange or market on which the 
   Stock is traded (composite quotations) on thirty consecutive trading days. 

d. "Board" or "Board of Directors" shall mean the Board of Directors of the 
   Corporation as constituted at any time. 

e. "Cause" shall mean the felony conviction of a Non-Employee Director or the 
   failure of a Non-Employee Director to contest prosecution for a felony, or a 
   Non-Employee Director's willful misconduct or dishonesty. 

f. "Committee" shall mean the Long Term Incentive Plan Committee hereinafter 
   described in Section 4 hereof. 

g. "Corporation" shall mean The Cooper Companies, Inc., a Delaware corporation, 
   or any successor corporation. 

h. "Disability" shall mean disability as determined under procedures established
   by the Committee for purposes of this Plan. 

i. "Effective Date" shall mean the date specified in Section 13 hereof. 

j. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 

k. "Fair Market Value"  shall mean, as of any given date, unless otherwise 
   determined by the Committee in good faith, the mean between the highest and 
   lowest quoted selling price of a share of Stock on the principal stock 
   exchange or market on which the Stock is traded. 

l. "Mid-Year Restricted Stock Grants" shall mean the grants made to Non-Employee
   Directors pursuant to Sections 5(c) and 6(a) hereof. 

m. "Non-Employee Director" shall mean a Director of the Corporation who is not 
   also an employee of or a consultant (acting by means of a written consulting 
   agreement) to the Corporation or any Subsidiary. 

n. "Non-Qualified Stock Option" shall mean any Stock Option that is not an 
   Incentive Stock Option within the meaning of Section 422 of the Internal 
   Revenue Code, as amended from time to time. 

o. "Plan" shall mean this 1996 Long Term Incentive Plan for Non-Employee 
   Directors of The Cooper Companies, Inc., as amended from time to time. 

                                       A-1

<PAGE>

p. "Restricted Stock" shall mean the Stock issued as a result of Restricted 
   Stock Grants. 

q. "Restricted Stock Grants" shall mean both Annual Restricted Stock Grants and 
   Mid-Year Restricted Stock Grants. 

r. "Stock" shall mean the common stock, par value $.10 per share, of the 
   Corporation. 

s. "Stock Option" shall mean any option to purchase shares of Stock granted 
   pursuant to Sections 5 and 7 hereof. 

t. "Subsidiary" shall mean any corporation (other than the Corporation) in an 
   unbroken chain of corporations beginning with the Corporation if each of the 
   corporations (other than the last corporation in the unbroken chain) owns 
   stock possessing more than 50% of the total combined voting power of all 
   classes of stock in one of the other corporations in the chain. 

   3. STOCK SUBJECT TO THE PLAN; ADJUSTMENT PROVISIONS. Subject to the 
adjustment provisions set forth below, the aggregate number of shares of 
Stock that may be subject to Restricted Stock Grants or covered by Stock 
Options shall not exceed 215,000, which shares of Stock may be either 
treasury Stock or authorized but unissued Stock. If Restricted Stock issued 
pursuant to a Restricted Stock Grant is not purchased or is subsequently 
forfeited or if a Stock Option is forfeited or expires unexercised in whole 
or in part, the shares of Stock related thereto will no longer be charged 
against the limitation provided for herein and may be made subject to new 
Restricted Stock Grants or Stock Options. 

   In the event of any merger, reorganization, consolidation, 
recapitalization, Stock dividend, Stock split or other change in corporate 
structure affecting the Stock, such substitution or adjustment shall be made 
in the aggregate number of shares of Stock reserved for issuance under the 
Plan, in the number of shares of Stock subject to Restricted Stock Grants and 
purchasable under Stock Options and the exercise price of any outstanding 
Stock Options as may be determined to be appropriate by the Committee, in its 
sole discretion, provided that the shares of Stock subject to any grant shall 
always be a whole number. 

   4. COMMITTEE. The Plan shall be administered by a Committee which shall 
consist of at least two persons. The members of the Committee shall be 
selected by the Board of Directors. Initially the Committee shall consist of 
one Non-Employee Director, one Director who is an employee of the Corporation 
and the Secretary of the Corporation. If a member of the Committee, for any 
reason, shall cease to serve, the vacancy may be filled by the Board of 
Directors. Any member of the Committee may be removed at any time, with or 
without Cause, by the Board of Directors. At all meetings of the Committee, 
the presence of a majority of the members of the Committee at the time of 
such meeting shall be necessary to constitute a quorum. Any act of a majority 
of the quorum present at a meeting shall be the act of the Committee. 

   5. PARTICIPANTS AND GRANTS. All Non-Employee Directors of the Corporation 
shall be eligible to receive Restricted Stock Grants and Stock Options under 
the Plan, subject to availability of Stock therefor. Each Restricted Stock 
Grant and Stock Option shall be evidenced by a written agreement, in such 
form as the Committee shall determine, duly executed by or on behalf of the 
Corporation and the recipient Non-Employee Director. 

   (a) On November 1, 1995 and on each subsequent November 1 (or in the event 
November 1 is a weekend or holiday, on the first day thereafter on which the 
Stock is publicly traded), each Non-Employee Director shall be granted a 
Stock Option. 

   (b) On November 15, 1995 and on each subsequent November 15, each 
Non-Employee Director shall be granted an Annual Restricted Stock Grant. 

   (c) Any Non-Employee Director who is elected or appointed to the Board 
after the annual grants provided for in subsections (a) and (b) above have 
been made shall receive a grant proportionally adjusted to reflect the number 
of months that such person actually serves on the Board during the initial 
year of service. 

                                       A-2

<PAGE>

   6. TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS. 

   (a) Annual Restricted Stock Grants. Each Annual Restricted Stock Grant 
presented to a Non-Employee Director shall entitle the recipient to purchase 
that number of shares of Restricted Stock as would represent $7,500 of 
unrestricted shares of Stock or, in the case of a Non-Employee Director who 
serves as Chairman of the Board, that number of shares of Restricted Stock as 
would represent $9,375 of unrestricted shares of Stock. 

   In the case of a Non-Employee Director who joins the Board after Annual 
Restricted Stock Grants have been made for a given fiscal year, such new 
Non-Employee Director shall be entitled to purchase Restricted Stock having a 
value on the date that such person becomes a Non-Employee Director of $7,500 
or $9,375, as the case may be, multiplied by a fraction, the numerator of 
which shall be the number of months during the fiscal year that such person 
will serve as a Non-Employee Director (which shall include as a full month 
the month that service commences) and the dominator of which shall be 12 (a 
"Mid-Year Restricted Stock Grant"). 

   With respect to Annual Restricted Stock Grants, for the purpose of 
determining the number of shares of Stock that represent the specified dollar 
value in any particular year, the price per share used in making such 
determination shall equal the average of the closing price of the Stock on 
the principal stock exchange or market on which the Stock is traded 
(composite quotations) on each trading day occurring between October 16 and 
November 14 inclusive (the "Annual Grant Average Closing Price") in the 
calendar year in which the grant is being made. 

   In the event of a Mid-Year Restricted Stock Grant, to determine the number 
of shares that represent the specified dollar value of the grant, the price 
per share used in making such determination shall equal the Average Closing 
Price computed immediately prior to the date on which a Non-Employee Director 
of the Corporation first assumes such position. 

   (b) Purchase Price. The purchase price of each share of Restricted Stock 
is $.10. Payment of the purchase price shall be made in cash, or by check 
payable to the order of the Corporation, delivered to the Corporation no 
later than January 15 of the year following the date of grant or within sixty 
days following a Mid-Year Restricted Stock Grant. In the event such purchase 
price is not delivered to the Corporation within such sixty-day period, such 
Annual Restricted Stock Grant or Mid-Year Restricted Stock Grant, as the case 
may be, shall expire. 

   If any calculation performed hereunder would give rise to the issuance of 
a fractional share, the number of shares of Restricted Stock to be granted 
shall be rounded up to the next highest whole number. 

   (c) Additional Terms of Grants. All Restricted Stock purchased by a 
Non-Employee Director pursuant to the Plan shall be subject to the following 
restrictions: 

      (i)   Restricted Stock Grants shall not be transferable by a
            Non-Employee Director otherwise than by will or the laws of
            descent and distribution and are exercisable during the
            Non-Employee Director's lifetime only by him or his guardian or
            legal representative;

      (ii)  the Restricted Stock may not be sold, transferred or otherwise
            alienated or hypothecated until all restrictions thereon are
            removed or expire and in no event may Restricted Stock be sold,
            transferred or otherwise alienated or hypothecated within six
            months of the date of grant;

      (iii) each certificate representing Restricted Stock issued pursuant to
            a Restricted Stock Grant under this Plan shall bear a legend
            making appropriate reference to the restrictions imposed and shall
            be held in custody by the Corporation until the restrictions
            lapse, and each Non-Employee Director shall have delivered a stock
            power, endorsed in blank, relating to the Restricted Stock covered
            by such grant; and

     (iv)   any other applicable restrictions or conditions under the
            requirements of any stock exchange upon which such Stock is then
            listed, and under any securities or tax law applicable to such
            Stock, shall be imposed.

                                      A-3

<PAGE>

   (d) Removal of Restrictions. Subject to the provisions of paragraph (f) of 
this Section 6, restrictions imposed under subsection (c) hereof upon 
Restricted Stock Grants and the underlying Restricted Stock shall lapse, and 
the Restricted Stock underlying a particular Restricted Stock Grant shall 
become nonforfeitable and freely transferable as follows: 

   Restrictions on Restricted Stock purchased pursuant to each Annual 
Restricted Stock Grant or Mid-Year Restricted Stock Grant shall be removed 
only after the Plan has been approved by the Corporation's shareholders and 
then, only upon the earlier to occur of (a) the Average Closing Price after 
the Annual Restricted Stock Grant has been made appreciating a minimum of 20% 
over the Annual Grant Average Closing Price used to determine the number of 
shares to be issued with respect to that particular Annual Restricted Stock 
Grant, or, in the case of a Mid-Year Restricted Stock Grant, the Average 
Closing Price after the Mid-Year Restricted Stock Grant has been made 
appreciating a minimum of 20% over the Average Closing Price used to 
determine the number of shares to be issued in respect to that particular 
Mid-Year Restricted Stock Grant, or (b) the passage of five years from the 
date of grant of a particular Annual Restricted Stock Grant or Mid-Year 
Restricted Stock Grant. 

   (e) Restricted Stock Certificate; Dividends. Prior to the expiration or 
lapse of all of the restrictions imposed upon Restricted Stock, a stock 
certificate representing such Restricted Stock shall be registered in the 
Non-Employee Director's name but shall be retained by the Corporation for the 
Non-Employee Director's account. The Non-Employee Director shall have the 
right to vote such Restricted Stock and shall have all other rights and 
privileges of a beneficial and record owner with respect thereto, including, 
without limitation, the right to receive dividends, distributions and 
adjustments with respect thereto; provided, however, that such dividends, 
distributions and adjustments may be retained by the Corporation for the 
Non-Employee Director's account and for delivery to the Non-Employee 
Director, together with the stock certificate representing such Restricted 
Stock, as and when said restrictions shall have expired or lapsed. 

   (f) Cessation of Service. At the time a Non-Employee Director voluntarily 
or involuntarily ceases to serve as a Director of the Corporation, all 
restrictions on Restricted Stock purchased pursuant to Restricted Stock 
Grants shall lapse and such Restricted Stock shall become nonforfeitable and 
freely transferable, unless such Non-Employee Director's service is 
terminated, or such Non-Employee Director fails to be re-nominated, for 
Cause. In the event a Non-Employee Director ceases to serve as a Director of 
the Corporation for any reason not involving Cause subsequent to receipt of a 
Restricted Stock Grant but prior to such Non-Employee Director's payment of 
the purchase price for the Restricted Stock with respect thereto, then the 
Restricted Stock may be purchased by such Non-Employee Director or, in the 
case of Disability or death, by his guardian or legal representative, or by 
the representative of his estate, the beneficiaries under his will or his 
distributees under the laws of descent and distribution in accordance with 
the provisions set forth in paragraphs (b) and (c) of this Section 6, and all 
restrictions to which the Annual Restricted Stock Grant or the Mid-Year 
Restricted Stock Grant is subject shall lapse, and the Stock issued pursuant 
thereto shall be nonforfeitable and freely transferable upon its issuance by 
the Corporation. 

   7. TERMS AND CONDITIONS OF STOCK OPTIONS. The Stock Option granted on 
November 1, 1995 to each Non-Employee Director shall entitle the recipient to 
purchase up to 5,000 shares of Stock or, in the case of the Chairman of the 
Board, up to 6,250 shares of Stock. The Stock Option granted each successive 
November 1 (or in the event November 1 is a weekend or holiday, on the first 
day thereafter on which Stock is publicly traded) to a Non-Employee Director 
shall entitle the recipient to purchase up to 3,333 shares of Stock or, in 
the case of a Non-Employee Director who serves as Chairman of the Board, up 
to 4,167 shares of Stock. 

   In the case of a Non-Employee Director who joins the Board after Stock 
Options have been granted for a given fiscal year, such new Non-Employee 
Director will receive a Stock Option to purchase that number of shares of the 
Corporation's Stock as is equal to the number 3,333, or 4,167 in the case of 
a Non-Employee Director who serves as Chairman of the Board, as the case may 
be, multiplied by a fraction, the numerator of which shall be the number of 
months during the fiscal year that such person will serve as a Non-Employee 
Director (which shall include as a full month the month that service 
commences) and the denominator of which shall be 12. Any fraction of a share 
shall be rounded up to a whole share. 

   Stock Options granted under the Plan shall be Non-Qualified Stock Options, 
shall be subject to the following terms and conditions and shall contain such 
additional terms and conditions, not inconsistent with the terms of the Plan, 
as the Committee shall deem desirable: 

                                      A-4

<PAGE>

   (a) Exercise Price. Each Stock Option shall have an exercise price equal 
to the Fair Market Value on the date of grant. 

   (b) Option Term. Each Stock Option shall expire ten years from the date of 
grant. 

   (c) Exercisability. No Stock Option may be exercised prior to approval of 
the Plan by the Corporation's shareholders. Subsequent thereto, and subject 
to the provision in paragraph (g) of this Section 7, each Stock Option shall 
become exercisable upon the earlier to occur of (a) the Average Closing Price 
of the Corporation's Stock appreciating a minimum of 30% over the Stock 
Option's exercise price or (b) the passage of five years from the date of 
grant. Notwithstanding the foregoing, the Corporation may require that a 
Non-Employee Director delay exercising an exercisable Stock Option if such 
exercise would result in an ownership change within the meaning of Section 
382 of the Internal Revenue Code or if, in the discretion of the Corporation, 
such exercise, when viewed in conjunction with the potential exercise of all 
other outstanding options (as such term is defined in Treasury Regulation 
Section 1.382-4(d)(9) to acquire Stock as well as the effect of other 
transactions involving the issuance of Stock contemplated by the Corporation, 
would tend to result in such an ownership change. 

   (d) Method of Exercise. Subject to the limitation set forth in paragraph 
(c) of this Section 7, Stock Options that have become exercisable may be 
exercised in whole or in part at any time during the option term, by giving 
written notice of exercise to the Corporation specifying the number of shares 
of Stock to be purchased. Such notice shall be accompanied by payment in full 
of the purchase price, either by check, note or such other instrument as the 
Committee may accept. As determined by the Committee, in its sole discretion, 
at or after grant, payment in full or in part may also be made in the form of 
Stock which has been beneficially owned by the Non-Employee Director for at 
least six months (based on the Fair Market Value of the Stock on the date the 
Stock Option is exercised). If payment of the exercise price is made in whole 
or in part in the form of Restricted Stock, Stock received upon the exercise 
shall be subject to the same forfeiture restrictions. No Stock shall be 
issued until full payment therefor has been made. A Non-Employee Director 
shall have the rights to dividends or other rights of a shareholder with 
respect to Stock subject to the Stock Option when the Non-Employee Director 
has given written notice of exercise, has paid in full for such Stock and, if 
requested, has given the representation described in Section 14 hereof. 

   (e) Non-Transferability of Options. No Stock Option shall be transferable 
by the Non-Employee Director otherwise than by will or by the laws of descent 
and distribution, and all Stock Options shall be exercisable, during the 
Non-Employee Director's lifetime, only by the Non-Employee Director or by his 
guardian or legal representative. 

   (f) Non-Transferability of Underlying Stock. No shares of Stock acquired 
upon the exercise of a Stock Option may be sold, transferred or otherwise 
alienated or hypothecated within six months of the date upon which the Stock 
Option was granted. Stock Options granted on November 1, 1995 contingent upon 
subsequent shareholder approval of the Plan are not deemed to have been 
granted for the purpose of this Section 7(f) until the date on which the Plan 
is approved by the Corporation's shareholders. 

   (g) Cessation of Service. At the time a Non-Employee Director voluntarily 
or involuntarily ceases to serve as a Director of the Corporation, any Stock 
Option issued hereunder that has failed to vest previously shall vest 
immediately (or, upon approval of the Plan by the Corporation's shareholders, 
if not yet approved), unless such Non-Employee Director's service as a 
Director is terminated for Cause or such Non-Employee Director fails to be 
re-nominated as a Director for Cause. Upon vesting, the Stock Option shall 
become freely exercisable, subject only to the limitation set forth in the 
third sentence of paragraph (c) of this Section 7. 

   When a Non-Employee Director ceases to serve as a Director, the Stock 
Options granted hereunder may continue to be exercised for the lesser of 
three years following the termination of service or the balance of such Stock 
Options' respective terms, unless the Non-Employee Director's service as such 
is terminated for Cause, or such Non-Employee Director fails to be 
re-nominated for Cause, in which case the Stock Options shall be forfeited. 
In the event that a Non-Employee Director ceases to serve as a Director due 
to Disability or death, such Non-Employee Director's guardian or legal 
representative, or the representative of his estate, the beneficiaries under 
his will or his distributees under the laws of descent and distribution, as 
the case may be, shall have the same exercise rights as were enjoyed by the 
Non-Employee Director. 

                                      A-5


<PAGE>

   8. NO RIGHT TO RE-ELECTION. Nothing in the Plan shall be deemed to create 
any obligation on the part of the Board of Directors to nominate any Director 
for re-election by the Corporation's shareholders, or to confer upon any 
Director the right to remain a member of the Board of Directors. 

   9. TAX OBLIGATIONS. The Corporation shall notify Non-Employee Directors of 
their tax liabilities that arise under any federal, state or local tax rules 
or regulations with respect to the issuance of Restricted Stock or the 
exercise of Stock Options. Payment of the appropriate taxes is the sole 
responsibility of the Non-Employee Directors. 

   10. ISSUANCE OF STOCK AND COMPLIANCE WITH SECURITIES ACT. The Corporation 
may postpone the issuance and delivery of Stock pursuant to a Restricted 
Stock Grant or the exercise of a Stock Option until (a) the admission of such 
Stock to listing on any stock exchange on which other shares of Stock are 
then listed and (b) the completion of such registration or other 
qualification of such Stock under any state or federal law, rule or 
regulation as the Corporation shall determine to be necessary or advisable. 
As a condition precedent to the issuance of Stock pursuant to a Restricted 
Stock Grant or the exercise of a Stock Option, the Corporation may require 
the recipient thereof to make such representations and furnish such 
information as may, in the opinion of counsel for the Corporation, be 
appropriate to permit the Corporation, in the light of the then existence or 
non-existence with respect to such Stock of an effective Registration 
Statement under the Securities Act of 1933, as amended, to issue the Stock in 
compliance with the provisions of that or any comparable act. 

   11. ADMINISTRATION AND AMENDMENT OF THE PLAN. Except as hereinafter 
provided, and except as limited by Rule 16b-3(c)(2)(ii) of the Exchange Act, 
the Board of Directors may amend any provisions of the Plan relating to the 
terms and conditions of any Restricted Stock Grants or Stock Options not 
theretofore granted, and, with the consent of any affected Non-Employee 
Director, may withdraw or amend any provisions of the Plan relating to the 
terms and conditions of such Restricted Stock Grants or Stock Options as have 
been theretofore granted. The Board of Directors may amend the terms of any 
outstanding Restricted Stock Grant of Stock Option with the consent of the 
holders thereof. Notwithstanding the foregoing provisions of this Section 11, 
any amendment by the Board of Directors which would increase the number of 
shares of Stock issuable under the Plan, change the class of Directors to 
whom grants may be made hereunder or change any material terms of the 
Restricted Stock Grants or the Stock Options shall be subject to the approval 
of the shareholders of the Corporation within one year of such amendment if 
such approval is required for the Plan to continue to meet the conditions of 
Rule 16b-3 under the Exchange Act, or any successor of such Rule. 

   A determination of the Committee as to any questions which may arise with 
respect to the interpretation of the Plan, Restricted Stock Grants, Stock 
Options or the written agreements evidencing the Restricted Stock Grants and 
the Stock Option grants shall be final. 

   The Committee may authorize and establish such rules, regulations and 
revisions thereof not inconsistent with the provisions of the Plan, as it may 
determine to be advisable to make the Plan, Restricted Stock Grants and Stock 
Options effective or to provide for their administration, and may take such 
other action with regard to the Plan, Restricted Stock Grants and Stock 
Options as it shall deem desirable to effectuate its purpose. 

   12. GOVERNING LAW. Except as required by Delaware corporate law, the Plan 
shall be governed by and construed in accordance with the laws of the State 
of California, without giving effect to principles of conflict of laws. 

   13. EFFECTIVE DATE OF THE PLAN. The Plan shall be submitted to the 
stockholders of the Corporation for their approval at the Annual Meeting of 
the Stockholders to be held in 1996. The Plan shall become effective upon 
receipt of the affirmative vote of the holders of a majority of the shares of 
Stock present, or represented, and entitled to vote at the meeting. If the 
Plan is not approved, the Stock Options and Restricted Stock granted on 
November 1, 1995 and November 15, 1995, respectively, shall become null and 
void. 

   14. GENERAL PROVISIONS. The Committee may require each Non-Employee 
Director purchasing Stock pursuant to a Restricted Stock Grant or a Stock 
Option to represent to and agree with the Corporation in writing that such 
Non-Employee Director is acquiring the Stock for investment and without a 
view to distribution thereof. 

                                      A-6

<PAGE>

   All certificates for shares of Stock or other securities delivered under 
the Plan shall be subject to such Stock transfer orders and other 
restrictions as the Committee may deem advisable under the rules, regulations 
and other requirements of the Securities and Exchange Commission, any stock 
exchange upon which the Stock is then listed, and any applicable federal or 
state securities law, and the Committee may cause a legend or legends to be 
put on any such certificates to make appropriate reference to such 
restrictions. 

   15. TERM OF PLAN. No Restricted Stock Grant or Stock Option may be granted 
pursuant to the Plan on or after November 16, 2000, but grants made prior to 
such date may extend beyond that date. 



                                    #####








































                                     A-7

<PAGE>





                                   
                                   The
                                   Cooper     (LOGO)
                                   Companies
                                   -------------------------------- 






                                   NOTICE OF 
                                   ANNUAL MEETING 

                                   OF STOCKHOLDERS 
                                   AND 
 
                                  PROXY STATEMENT 





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














                                   MEETING DATE 


                                   MARCH 27, 1996 



<PAGE>


                           THE COOPER COMPANIES, INC.
            PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, March 27, 1996
                 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 March 27, 1996 at 10:00 a.m., eastern
standard time, and at any adjournments thereof, as set forth on the reverse,
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 3 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 4.

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


<PAGE>

/X/ Please mark your
    votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ITEMS ONE THROUGH THREE

                 FOR
             all nominees
          except as noted on      WITHHELD       
            the line below    from all nominees  Nominees:
1. ELECTION OF  / /                / /                A. Thomas Bender
   SEVEN                                              Mark A. Filler
   DIRECTORS.                                         Michael H. Kalkstein
   (check one box only)                               Moses Marx
(Instruction: To withhold authority to vote for       Donald Press  
any individual nominee(s), write that nominee's       Steven Rosenberg
name(s) on the line below:)                           Allan E. Rubenstein, M.D.

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

                                                       FOR   AGAINST   ABSTAIN
2. Approval of the 1996 Long Term Incentive Plan for   / /     / /      / /
   Non-Employee Directors.

3. 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, 1996.

4. 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.

      MARK HERE FOR ADDRESS          / /
     CHANGE AND NOTE CHANGE

SIGNATURE                    DATE        SIGNATURE                  DATE
         -------------------    --------         -------------------    --------
NOTE: 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.