<PAGE>

<PAGE>




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


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

     For Quarterly Period Ended  January 31, 1996

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


               For the transition period from_________to__________



Commission File Number 1-8597


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


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


    6140 Stoneridge Mall Rd., Suite 590, Pleasanton, CA       94588
   ___________________________________________________________________
   (Address of principal executive offices)                 (Zip Code)

               Registrant's telephone number, including area code
                                 (510) 460-3600
                                 ______________

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

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

                     Yes  X     No
                        _____     ______

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

 Common Stock, $.10 par value                   11,649,328 Shares
 ____________________________                   _________________
           Class                                  Outstanding at
                                                 February 29, 1996




<PAGE>

<PAGE>
                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES



                                      INDEX


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

PART I.   FINANCIAL INFORMATION


  Item 1.  Financial Statements

<S>                                                           <C>
                  Consolidated Condensed Statement of
                       Income - Three Months Ended
                       January 31, 1996 and 1995                  3

                  Consolidated Condensed Balance Sheet -
                       January 31, 1996 and October 31, 1995      4

                  Consolidated Condensed Statement
                       of Cash Flows -- Three Months
                       Ended January 31, 1996 and 1995            5

                  Notes to Consolidated Condensed

                       Financial Statements                       6


  Item 2.   Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                     8


PART II.       OTHER INFORMATION


  Item 6.      Exhibits and Reports on Form 8-K                  13

Signature                                                        14

Index of Exhibits
</TABLE>


                                        2


<PAGE>

<PAGE>


                          PART I. FINANCIAL INFORMATION

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



<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            January 31,
                                                                       1996              1995
                                                                     --------          -------
<S>                                                                  <C>               <C>    
Net sales of products                                                $13,554           $12,718
Net service revenue                                                    8,695            10,492
                                                                      ------            ------
        Net operating revenue                                         22,249            23,210
                                                                      ------            ------
Cost of products sold                                                  4,141             4,232
Cost of services provided                                              9,146            10,104
Selling, general and administrative
 expense                                                               6,759             6,615
Research and development expense                                         277             1,067
Amortization of intangibles                                              227               212
                                                                      ------            ------
Income from operations                                                 1,699               980
                                                                      ------            ------
Credit for settlement of disputes, net                                   167               328
Interest expense                                                       1,294             1,090
Other income, net                                                        105               125
                                                                      ------            ------
Income before income taxes                                               677               343
Provision for income taxes                                                25                68
                                                                      ------            ------

Net income                                                           $   652           $   275
                                                                      ======            ======

Net income per common share                                          $  0.06           $  0.02
                                                                      ======            ======

Average number of common shares outstanding                           11,707            11,592
                                                                      ======            ======
</TABLE>



                             See accompanying notes.



                                        3


<PAGE>

<PAGE>



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


<TABLE>
<CAPTION>
                                                                   January 31,        October 31,
                                                                      1996               1995
                                                                   -----------        -----------
                               ASSETS
<S>                                                                  <C>               <C>     
Current assets:
  Cash and cash equivalents                                          $  3,680          $ 11,207
  Trade receivables, net                                               19,183            17,717
  Inventories                                                          10,153             9,570
  Other current assets                                                  2,287             2,734
                                                                      -------           -------
      Total current assets                                             35,303            41,228
                                                                      -------           -------
Property, plant and equipment at cost                                  46,784            46,597
  Less, accumulated depreciation and
    amortization                                                       12,980            12,535
                                                                      -------           -------
                                                                       33,804            34,062
                                                                      -------           -------
Intangibles, net:
  Excess of cost over net assets acquired                              12,864            13,167
  Other                                                                 1,675             1,766
                                                                      -------           -------
                                                                       14,539            14,933
                                                                      -------           -------
Other assets                                                            1,697             1,769
                                                                      -------           -------
                                                                     $ 85,343          $ 91,992
                                                                      =======           =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Borrowings under line of credit                                    $  1,708         $   1,025
  Current installments of long-term debt                                  831             2,288
  Accounts payable                                                      5,753             5,730
  Employee compensation, benefits and
    severance                                                           4,713             6,978
  Other accrued liabilities                                             9,873            13,596
  Accrued income taxes                                                  9,987             9,996
                                                                      -------           -------
      Total current liabilities                                        32,865            39,613
                                                                      -------           -------
Long-term debt                                                         44,575            43,490
Other noncurrent liabilities                                            8,942            10,638
                                                                      -------           -------
      Total liabilities                                                86,382            93,741
                                                                      -------           -------

Stockholders' equity (deficit):
  Common stock, $.10 par value                                          1,165             1,158
  Additional paid-in capital                                          183,952           183,840
  Translation adjustments                                                (350)            (333)
  Unamortized restricted stock award
    compensation                                                          (44)                -
  Accumulated deficit                                                (185,762)         (186,414)
                                                                      -------           -------
      Total stockholders' equity (deficit)                             (1,039)           (1,749)
                                                                      -------           -------
                                                                     $ 85,343          $ 91,992
                                                                      =======           =======
</TABLE>

                             See accompanying notes.

                                        4


<PAGE>

<PAGE>



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


<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            January 31,
                                                                       1996              1995
                                                                    ---------         -------
<S>                                                                 <C>                <C>     
Net cash used by operating activities                               $ (7,834)          $(5,008)
                                                                     -------            ------
Cash flows from investing activities:
  Cash from sales of assets and
    businesses                                                            16                78
  Sales of temporary investments, net                                      1                37
  Cash from Progressions settlement,
    recorded as a reduction to goodwill                                  167                 -
  Purchases of property, plant and
    equipment                                                           (398)             (341)
                                                                     -------           -------
Net cash used by investing activities                                   (214)             (226)
                                                                     -------           -------

Cash flows from financing activities:
  Proceeds from line of credit, net                                      683                 -
  Proceeds from long-term note                                         1,336                 -
  Payments of long-term debt                                          (1,571)             (416)
  Proceeds from exercise of warrants                                      73                 -
                                                                      ------            ------
Net cash provided (used) by financing
  activities                                                             521              (416)
                                                                      ------            ------

Net decrease in cash and cash equivalents                             (7,527)           (5,650)
Cash and cash equivalents - beginning of
  period                                                              11,207            10,320
                                                                      ------            ------

Cash and cash equivalents - end of period                            $ 3,680           $ 4,670
                                                                      ======            ======

Cash paid for:
        Interest                                                     $   917           $   916
                                                                      ======            ======
        Income taxes                                                 $    34           $    53
                                                                      ======            ======
</TABLE>


                             See accompanying notes.


                                                 5




<PAGE>

<PAGE>



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


Note 1.  General

The  Cooper  Companies,  Inc.  and its  subsidiaries  (the  "Company")  develop,
manufacture and market healthcare  products,  including a range of hard and soft
daily,  flexible and extended wear contact  lenses and  diagnostic  and surgical
instruments  and  accessories.  The Company also  provides  healthcare  services
through the ownership of  psychiatric  facilities,  by providing  outpatient and
other  ancillary  services  and,  through  May  1995,  the  management  of other
psychiatric facilities.

During interim periods, the Company follows the accounting policies set forth in
its  Annual  Report  on  Form  10-K  filed  with  the  Securities  and  Exchange
Commission.  Readers are  encouraged to refer to the Company's Form 10-K for the
fiscal  year ended  October 31, 1995 when  reviewing  this Form 10-Q.  Quarterly
results reported herein are not necessarily indicative of results to be expected
for other quarters.

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
Company's consolidated financial position as of January 31, 1996 and October 31,
1995 and the consolidated  results of its operations and its  consolidated  cash
flows for the three months ended  January 31, 1996 and 1995.  With the exception
of  certain  adjustments  discussed  in Part  I,  Item 2  under  "Settlement  of
disputes,   net,"  such  adjustments   consist  only  of  normal  and  recurring
adjustments.

Note 2.  Inventories

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

The components of inventories are as follows:

<TABLE>
<CAPTION>
                                               January 31,                October 31,
                                                  1996                        1995
                                               -----------                -----------
                                                            (In thousands)

<S>                                            <C>                          <C>    
     Raw materials                             $ 2,176                      $ 2,212
     Work-in-process                               953                        1,114
     Finished goods                              7,024                        6,244
                                                ------                       ------
                                               $10,153                      $ 9,570
                                                ======                       ======
</TABLE>



                                       6

<PAGE>

<PAGE>





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


Note 3.  Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                               January 31,                October 31,
                                                  1996                       1995
                                               ----------                 ----------
                                                           (In thousands)
<S>                                             <C>                         <C>    
10% Senior Subordinated
  Secured Notes due 2003                        $24,678                     $24,816
10-5/8% Convertible Sub-
  ordinated Reset Debentures
  due 2005                                        9,216                       9,215
HGA term loan                                    11,175                       9,889
HGA Industrial Revenue Bonds                          0                       1,458
Capitalized leases                                  337                         400
                                                 ------                      ------
                                                 45,406                      45,778
Less current installments                           831                       2,288
                                                 ------                      ------
                                                $44,575                     $43,490
                                                 ======                      ======
</TABLE>


The  outstanding  principle of the HGA Industrial  Revenue Bonds of $1.3 million
was repaid on  December  29,  1995,  and the amount was rolled into the HGA term
loan due August 1997.

Note 4.  Subsequent Event

On February 13, 1996,  the Company  announced that its  CooperSurgical  unit had
signed a letter  of intent to  acquire  Unimar,  Inc.,  a  leading  provider  of
specialized  disposable  instruments for  gynecology.  Unimar offers products to
obtain endometrial tissue for infertility evaluation and the diagnosis of cancer
and its precursors,  cytological sampling, uterine control during tubal ligation
and minimally invasive laparoscopy.

The  acquisition  has been approved by the Company's  Board of Directors.  Final
closing  is subject to  execution  of a  definitive  acquisition  agreement  and
satisfactory completion of due diligence.

The terms of the proposed acquisition were not announced.


                                       7

<PAGE>

<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES

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


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

                          CAPITAL RESOURCES & LIQUIDITY

The Company's  financial condition  stabilized  significantly in fiscal 1995 and
this trend  continued  as the Company  recorded a 73%  improvement  in operating
income,  to $1.7  million in the first  quarter of 1996 v. $980  thousand in the
first quarter of 1995.  As expected,  $7.8 million of cash was used by operating
activities in the first  quarter.  The primary uses of cash in the first quarter
included  payments of $4.4 million  associated  with the  settlement  of certain
disputes,  payments totaling $2.0 million to fund fiscal 1995 entitlements under
the Company's  annual bonus plans and increased  investments in receivables  and
inventory  of  approximately  $2.1  million in the  aggregate.  The $1.5 million
increase in receivables occurred primarily at Hospital Group of America ("HGA"),
where a shift in payor mix  resulted  in a larger  percentage  of revenue  being
generated  from  typically  slower-paying  state  agencies.  The  $600  thousand
increase in inventory,  which occurred primarily at CVI, was required to provide
adequate  inventory levels for anticipated  increased sales of existing products
in  succeeding  quarters  and the future  launch of new  products.  The  Company
currently  anticipates that operating cash flows of its existing businesses will
be  positive  for the  remaining  nine  months  of  fiscal  1996,  and that cash
requirements for operating  activities will be met through cash generated by its
established  operating  businesses  in concert with the  financing  arrangements
currently in place.

The  Company  is  evaluating  various   acquisition   opportunities   which,  if
consummated,  would be funded by a combination  of cash then on hand,  financing
vehicles now in place and other methods of raising  additional capital currently
being explored.

                              RESULTS OF OPERATIONS

Three Months Ended January 31, 1996 Compared with Three Months Ended January 31,
1995.

NET SALES OF PRODUCTS:  Net sales of products increased by $836
thousand or 7%.


<TABLE>
<CAPTION>
                                                  Three Months Ended                %
                                                      January 31,                Increase
                                                   1996             1995        (Decrease)
                                                  ------           ------        --------
                                                       (In Thousands)
<S>                                               <C>              <C>          <C>
       CooperVision, Inc. ("CVI")                 $10,070          $ 9,322          8%
       CooperSurgical, Inc. ("CSI")                 3,484            3,380          3%
       CooperVision Pharmaceuticals,
         Inc. ("CVP")                                   -               16         N/A
                                                   ------           ------
                                                  $13,554          $12,718          7%
                                                   ======           ======
</TABLE>



                                       8

<PAGE>

<PAGE>


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


Net  sales  of CVI  increased  both  domestically  and in  Canada.  The  primary
contributors  to the  growth  included  increased  sales  of  the  Preference'r'
spherical product line and the Preference Toric'tm'  product  line,  which  grew
by  approximately 73%   in the aggregate over the comparable three-month period.
Sales of toric lenses to correct astigmatism, CVI's leading product group,  grew
24% during the first quarter and now account for  approximately  one-half of its
sales.  These increases were partially offset by anticipated  decreases in sales
of more mature product lines.

Net sales of CSI  increased in the first  quarter 1996 v. the first quarter 1995
in  its  gynecology  product  lines  (which  include  LEEP'tm'  instruments)  by
approximately  15%;  the  increase  was offset  primarily  by  reduced  sales of
endoscopy and other  nonstrategic  products.  CSI's sales mix continued to shift
toward its gynecology product line, which now accounts for 75% of its sales.

NET  SERVICE  REVENUE:  Hospital  Group of America,  Inc.'s  ("HGA") net service
revenue consists of the following:


<TABLE>
<CAPTION>

                                            Three Months Ended                   %
                                                January 31,                   Increase
                                             1996              1995          (Decrease)
                                            ------            ------          --------
                                                  (In Thousands)

<S>                                         <C>               <C>             <C>  
       Net patient revenue                  $ 8,695           $ 9,992           (13%)
       Management fees                            -               500            N/A
                                             ------            ------
                                            $ 8,695           $10,492           (17%)
                                             ======            ======
</TABLE>


Net patient revenue for the first three months of 1996 decreased by $1.3 million
or 13% v. the first three  months of 1995.  Late in the first  quarter  1996,  a
transition  of the medical  staff  began at Hampton  Hospital as a result of the
settlement of a dispute with a physician group that formerly  staffed it. Before
the changeover period,  Hampton's revenue declined significantly.  Further, poor
weather  reduced  admissions  and  outpatient  visits  throughout HGA during the
quarter.  Also,  revenue continues to be pressured by the current industry trend
towards  increased  managed  care,  which  results in decreased  daily rates and
declines in average lengths of stay. Management is endeavoring to mitigate those
pressures  by  increasing  the number of  admissions  to its  hospitals,  and by
providing outpatient and other ancillary services.  Revenue in January improved,
as the new Hampton  staff began to service  patients.  During the  quarter,  HGA
opened  three  new  outpatient   treatment   units  ancillary  to  its  hospital
facilities.  Management  fees in 1995  resulted  from a contract to manage three
psychiatric facilities. The contract expired by its terms in May 1995.



                                       9

<PAGE>

<PAGE>

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


COST OF PRODUCTS SOLD: Gross profit (net sales of products less cost of products
sold) as a percentage of net sales of products ("margin") was as follows:


<TABLE>
<CAPTION>
                                               First Quarter Margin %
                                              -----------------------
                                               1996              1995
                                               ----              ----
<S>                                           <C>               <C>
       CVI                                      76                73
       CSI                                      50                50
       Consolidated                             69                67
</TABLE>


CVI's margin has increased due to efficiencies associated with higher production
volumes, as well as a favorable product mix.

COST OF SERVICES  PROVIDED:  Cost of  services  provided  represents  all normal
operating costs incurred by HGA in generating net service revenue. The result of
subtracting cost of services provided from net service revenue is a loss of $451
thousand,  or 5%, of net  service  revenue  in the first  quarter  of 1996 and a
profit of $338  thousand,  or 4%, in the first quarter of 1995.  The decrease in
profit is  primarily  attributable  to a reduction in revenue  explained  above,
partially offset by a $1.0 million reduction in cost of services provided.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE: Selling, general and administrative
(SG&A) expense by business unit and corporate were as follows:


<TABLE>
<CAPTION>
                              Three Months Ended          %
                                  January 31,          Increase
                                1996        1995      (Decrease)
                              --------     -------    ----------
                                  (In Thousands)

<S>                           <C>         <C>         <C>
CVI                           $ 4,163     $ 3,877          7%
CSI                             1,281       1,343         (5%)
CVP                                 -          13         N/A
Corporate/other                 1,315       1,382         (5%)
                              -------     -------
                              $ 6,759     $ 6,615          2%
                              =======     =======
</TABLE>


SG&A expenses for the three-month period have increased 2% from the prior year's
three-month  period,  largely as a result of higher  advertising  and  promotion
costs at CVI, which drove an 8% year-to- year increase in sales. These increases
were partially offset by reduced SG&A expense at CSI, reflecting the benefits of
the 1995 restructuring.



                                       10

<PAGE>

<PAGE>

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


RESEARCH AND  DEVELOPMENT  EXPENSE:  Research and  development  expense was $277
thousand and $1.1 million for the three-month periods ended January 31, 1996 and
1995,   respectively.   The  decrease  is  primarily   attributable  to  reduced
development activity related to CVP's calcium channel blocker,  CalOptic(TM).  A
$251 thousand decrease at CSI is primarily related to the discontinuation in May
1995  of the  development  and  evaluation  of a  thermal  endometrial  ablation
technology.

The Company  currently  anticipates  that the level of spending on research  and
development  has stabilized.  The Company is now focusing on acquiring  products
which are  marketable  immediately  or in the  short-term,  rather than  funding
longer-term, higher risk research and development projects.

INCOME FROM OPERATIONS:  As a result of the variances  discussed  above,  income
from  operations  improved by $719 thousand or 73% from the amount  reported for
the 1995 first  quarter.  Income  (loss) from  operations  by business  unit and
corporate was as follows:


<TABLE>
<CAPTION>
                              Three Months Ended
                                  January 31,          Increase
                                1996        1995      (Decrease)
                              ------      ------      ----------
                                 (In Thousands)
<S>                           <C>         <C>           <C>  
CVI                           $3,229      $ 2,594       $ 635
CSI                              292          (65)        357
CVP                               (5)        (504)        499
HGA                             (502)         334        (836)
Corporate/Other               (1,315)      (1,379)         64
                              -------     -------        ----
                              $1,699      $   980       $ 719
                              =======     =======        ====
</TABLE>


SETTLEMENT OF DISPUTES,  NET: In the first quarter of 1996, the Company recorded
a credit to income of $167 thousand related to the agreement which settled cross
claims between HGA and  Progressions  Health Systems,  Inc.  related to purchase
price adjustments (which were credited to goodwill) and other disputes. Pursuant
to this  agreement,  HGA received $334 thousand in the first quarter of 1996, of
which $167 thousand has been  credited to  settlement of disputes.  In the first
quarter of 1995, the Company  recorded a credit of $328 thousand  resulting from
adjustments  to certain  estimated  accruals  for disputes  which were  resolved
during 1995's first quarter.

OTHER INCOME,  NET:  Included in other income,  net is interest income which was
$118  thousand and $87 thousand for the three months ended  January 31, 1996 and
1995, respectively.



                                       11

<PAGE>

<PAGE>


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


INTEREST  EXPENSE:  The increase in interest expense for the three- month period
ended January 31, 1996 over the comparable 1995 period primarily related to:

    1) Interest on the line of credit at CVI on which the Company
       did not draw funds until the second quarter of 1995.

    2) Accreted interest related to the HMG settlement.

PROVISION FOR INCOME TAXES:  The provision for income taxes  reflects  primarily
state income and franchise taxes.

EARNINGS PER SHARE:  Earnings per share are based on the weighted average number
of common and common equivalent shares outstanding during each period.

FISCAL YEAR 1996 BUSINESS OUTLOOK:  The following  statements and any mention of
them above are based on current  expectations that contain a number of risks and
uncertainties.  These  statements  are  forward-looking  and actual  results may
differ  materially.  Factors that could cause or contribute to such  differences
include:  major changes in business  conditions and the economy in general,  new
competitive  inroads,  changes in governmental medical  reimbursement  programs,
unforeseen litigation, changes in interest rates, any decision to divest certain
businesses and the cost of acquisition activity,  particularly in the event of a
large acquisition that is not ultimately completed.

The Company  anticipates that its earnings per share for fiscal 1996 will exceed
75 cents and its revenue will achieve  double-digit growth based mainly on these
expectations:

CooperVision  sales will grow at mid-teens  percentages during fiscal 1996 as it
continues to gain  significant  market share in the toric  segment of the global
contact lens market.

CooperSurgical will complete its acquisition of Unimar during the second quarter
of 1996,  and income  from  operations  will reach 10% of sales in the  combined
businesses for the full year.  The Unimar  acquisition is subject to the signing
of a definitive agreement and satisfaction of closing conditions.

HGA will  outperform  its 1995  operating  results  based on its strong  January
performance,  the  turnaround  at Hampton  Hospital  and the addition of its new
outpatient clinics.



                                       12

<PAGE>

<PAGE>



 
                          PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K


   (a)  Exhibits


<TABLE>
<CAPTION>
   Exhibit
   Number                Description
   -------               -----------

<S>                     <C>                                            
   11                    Calculation of Net Income Per Common Share.

   27                    Financial Data Schedule.
</TABLE>



   (b)  The Company filed no reports on Form 8-K during the period from November
        1, 1995 to January 31, 1996.



                                       13

<PAGE>

<PAGE>



                                    SIGNATURE




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



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



Date: March 14, 1996                       /s/   Robert S. Weiss
                                           -----------------------------------
                                           Executive Vice President, Treasurer
                                                and Chief Financial Officer




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

                                       14


<PAGE>

<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES


                                Index of Exhibits

<TABLE>
<CAPTION>

Exhibit No.                                              Page No.
- ----------                                               ---------
<S>                      <C>                            <C>
  11                     Calculation of Net Income Per       16
                         Common Share.

  27                     Financial Data Schedule.            17
</TABLE>





                                       15




<PAGE>






<PAGE>

                                                                      EXHIBIT 11

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

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                        January 31,
                                                                   1996             1995
                                                                 --------          ------
<S>                                                             <C>              <C>
Primary:
- -------
Net income                                                       $    652        $    275
                                                                   ======          ======
Weighted average number of common
  shares outstanding                                               11,607          11,370
Contingently issuable shares                                          100             222
                                                                   ------          ------
Weighted average number of common
  and common equivalent shares
  outstanding for earnings per share                               11,707          11,592
                                                                   ======          ======

Earnings per common share                                        $   0.06        $   0.02
                                                                   ======          ======



Fully Diluted:
- ---------------
Net income                                                       $    652        $    275
                                                                   ======          ======

Weighted average number of common
  shares outstanding                                               11,607          11,370
Contingently issuable shares                                          129             277
                                                                   ------          ------
Weighted average number of common
  and common equivalent shares
  outstanding for earnings per share                               11,736          11,647
                                                                   ======          ======

Earnings per common share                                        $   0.06        $   0.02
                                                                   ======          ======
</TABLE>



                                       16



<PAGE>






<TABLE> <S> <C>

<ARTICLE>                           5
<MULTIPLIER>                        1,000
       
<S>                                                <C>
<PERIOD-TYPE>                                             3-MOS
<FISCAL-YEAR-END>                                   OCT-31-1996
<PERIOD-START>                                      NOV-01-1995
<PERIOD-END>                                        JAN-31-1996
<CASH>                                                    3,680
<SECURITIES>                                                  0
<RECEIVABLES>                                            21,288
<ALLOWANCES>                                              2,105
<INVENTORY>                                              10,153
<CURRENT-ASSETS>                                         35,303
<PP&E>                                                   46,784
<DEPRECIATION>                                           12,980
<TOTAL-ASSETS>                                           85,343
<CURRENT-LIABILITIES>                                    32,865
<BONDS>                                                  44,575
<COMMON>                                                  1,165
<PREFERRED-MANDATORY>                                         0
<PREFERRED>                                                   0
<OTHER-SE>                                              (2,204)
<TOTAL-LIABILITY-AND-EQUITY>                             85,343
<SALES>                                                  13,554
<TOTAL-REVENUES>                                         22,249
<CGS>                                                     4,141
<TOTAL-COSTS>                                            13,287
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                        1,294
<INCOME-PRETAX>                                             677
<INCOME-TAX>                                                 25
<INCOME-CONTINUING>                                         652
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                                652
<EPS-PRIMARY>                                               .06
<EPS-DILUTED>                                               .06
        



<PAGE>