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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


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

         Date of Report (Date of earliest event reported): May 30, 1996


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

                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)


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


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



       6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
                    (Address of principal executive offices)

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

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





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ITEM 5.        OTHER EVENTS.

On May 30, 1996, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its second quarter and six month year-to-date 1996 financial
results. This release is filed as an exhibit hereto and is incorporated by
reference herein.



ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.


<TABLE>
<CAPTION>
Exhibit
  No.          Description
<S>            <C>                               
 99.1          Press Release dated May 30, 1996 of The Cooper Companies, Inc.
</TABLE>




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                                    SIGNATURE


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


                                             THE COOPER COMPANIES, INC.



                                             By   /s/ Stephen C. Whiteford
                                                  Stephen C. Whiteford
                                                  Vice President and
                                                  Corporate Controller
                                                  (Principal Accounting Officer)

Dated:  May 30, 1996




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                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit                                                            Sequentially
  No.          Description                                         Numbered Page
<S>            <C>               
 99.1          Press Release dated May 30, 1996 of The Cooper
               Companies, Inc.
</TABLE>



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CONTACTS:
DAVID B. FRANK                                       NORRIS BATTIN
JENNIFER R. WALL                                     THE COOPER COMPANIES, INC.
D.F. KING & CO., INC.                                714-597-8130   EXT. 3343 OR
212-269-5550                                         714-673-4299


FOR IMMEDIATE RELEASE

           THE COOPER COMPANIES REPORTS STRONG SECOND QUARTER REVENUE
                                  AND EARNINGS

  Revises Fiscal Year Earnings Estimate Upward to Range of $1.00 to $1.10 per
                Share Including 20 Cents for Deferred Tax Asset


PLEASANTON, Calif., May 30, 1996 --The Cooper  Companies,  Inc.,  (NYSE/PSE:COO)
today reported financial results for the second quarter  of  fiscal  1996    and
increased its estimate of 1996 fiscal year net income and  earnings  per  share.

For the three months ended April 30, 1996, the Company  reported  net  income of
$2.8 million, or 24 cents per share, compared to $605 thousand,  or  5 cents per
share, in the second quarter of  1995.  Income  from  operations  rose  to  $4.1
million from $1.5 million in last  year's  second  quarter, an increase of 168%.

Revenue for the quarter increased 13% compared to  the  second  quarter of 1995,
with strong gains in the Company's two core businesses,  CooperVision,  up  21%,
and CooperSurgical, up 28%. Revenue at the Company's Hospital  Group  of America
(HGA) unit was flat versus last year's second  quarter.   When  revenue  from  a
hospital management contract that expired in
 May of 1995  is eliminated from the
comparison, HGA revenue grew 5%, reflecting improved performance  at its Hampton
Hospital and the continued expansion of outpatient programs  at  its  MeadowWood
and Hartgrove hospitals.
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For the first half of fiscal 1996, net income was $3.5 million, or 30 cents  per
share, compared to $880 thousand, or 8 cents per share,  in the  same  period  a
year ago. Income from operations increased by 131% to  $5.8  million  from  $2.5
million in the first half of 1995.

Revenue for the six-month period grew 4%  to  $49  million. CooperVision's sales
grew 15%, CooperSurgical's sales grew 15%,  while  HGA's  revenue  declined  8%.
Excluding  the  aforementioned   hospital  management  contract,  HGA's  revenue
declined 4% for the six-month period, as poor weather and reduced patient volume
during the medical staff transition at Hampton moderated first quarter  results.

Commenting on the second quarter's performance, A. Thomas Bender,  President and
Chief Executive Officer, said, "Second  quarter  results  were  outstanding  and
above our expectations. CooperVision, our  specialty  contact lens business, and
CooperSurgical, our gynecology business, both had strong  revenue  and operating
income gains, and we saw the improvement we expected at HGA  after  the  Hampton
medical   staff   transition   last  quarter.   In  fact,  Hampton  returned  to
profitability just two months after the transition began.

"In view of our excellent operating results and the  anticipated  20  cents  per
share deferred tax benefit, we are increasing our earnings  per  share  estimate
for fiscal 1996 to a range of $1.00 to $1.10. We also  continue  to  pursue  our
goal to acquire profitable businesses that complement  our strategy and optimize
the use of the Company's $240 million net operating loss carryforward."

Business Unit Review

CooperVision

CooperVision's  sales  grew  21% to $12.2 million in the second quarter and have
increased 15% to $22.2 million for the year to date.

This performance was driven by continued strong  sales  growth in CooperVision's
line  of  toric  contact  lenses,  which  now accounts for over 50% of its total
sales. CooperVision

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believes that it is now the second leading and fastest growing supplier of toric
lenses in North America. Sales  of  CooperVision's  toric  lenses  increased 43%
compared to the second quarter  of  the previous year and have grown 34% year to
date.

CooperVision's success stems in part  from its expanding presence in the fastest
growing segment of the domestic toric lens  market,  the  estimated  $50 million
"planned replacement" segment, so called because  patients  replace their lenses
monthly or quarterly based on comfort and  clinical  success.  CooperVision  has
nearly tripled its business in this segment  during  the first six months of the
fiscal year. During the second quarter, CooperVision  introduced  a  second lens
size and can now offer more than three  times  the  number  of  combinations  to
correct astigmatism than competitive manufacturers.

CooperSurgical

CooperSurgical's sales during the second  quarter were $3.6 million, up 28%. For
the year to date, CooperSurgical's sales have increased 15% to $7.1 million.

In  mid-April,  CooperSurgical  completed  the  acquisition  of Unimar,  Inc., a
leading manufacturer of specialty gynecology products and announced an agreement
to market several  unique,  disposable  electro-vaporization  electrodes used in
gynecological  surgery.  In May, after the close of the quarter,  CooperSurgical
introduced two new products,  each of which enjoys competitive  advantages:  the
PRIMA(TM) Series Speculum for gynecological surgery and the Carter retractor for
use in infertility  procedures.  Approximately 90% of CooperSurgical's sales are
now to the gynecology market.

Hospital Group of America

Hospital Group of America (HGA), the Company's  psychiatric  services  business,
reported second quarter revenue of $11 million  compared to $10.9 million in the
second quarter of 1995.  When revenue from a hospital  management  contract that
expired in May of 1995 is eliminated  from the  comparison,  HGA revenue grew by
5%.



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During the quarter, HGA achieved several important milestones  that  contributed
to this growth: Hampton Hospital reported the highest level of admissions in the
last two years  and  returned  to  profitability  two  months  after  its  staff
transition in the first quarter;  MeadowWood  Hospital achieved record levels of
inpatient admissions, outpatient and partial treatment patients in each month of
the quarter and Hartgrove Hospital recorded all time high outpatient and partial
patient volume.

Year   to  date,  HGA  revenue  declined 8%  to  $19.7  million.  Excluding  the
aforementioned hospital management contract, revenue declined 4% as poor weather
and  reduced  patient  volume  during  the  Hampton  medical  staff  realignment
moderated first quarter results. Consistent  with  its  strategy  of providing a
cost-effective continuum of care for  its patients   and   to   strengthen   its
competitive position, HGA plans to open two residential treatment centers with a
total of 70 beds during the next 12 months.

Deferred Tax Asset

Included  in  the  Company's  earnings  estimate  for fiscal 1996 is a credit to
earnings of $2.3 million, or 20 cents per share, resulting from the  anticipated
recording of a like amount of net deferred tax assets. This deferred  tax  asset
reflects an anticipated reduction of a valuation allowance which, in  accordance
with Generally Accepted Accounting Principles, had precluded  the  Company  from
carrying as an asset on its balance sheet the potential tax benefit attributable
to  any  of  its  $240  million  net operating loss  carryforward.  The  Company
anticipates that, at the end of fiscal 1996, it will  be  able  to  recognize  a
portion of this asset, assuming it achieves its current projection for  earnings
before taxes.

Fiscal Year Business Outlook

All of the above statements that refer to the Company's estimated or anticipated
future  results  are  forward-looking.   As   these  statements are based on the
Company's current expectations, they contain risks and uncertainty. Accordingly,
actual results could differ materially. Factors that  could  cause or contribute
to material differences are set forth in the Company's Form  10-Q  for the three
months ended January 31, 1996.


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

NOTE: The Cooper Companies,  Inc. press releases and selected financial data are
available at no charge through these  Business Wire services:  NewsOnDemand'tm',
Corporate  News  on the Net  and  Personal  Web  Box.  For a menu  of  available
information  on  the  Company  or  to  retrieve   specific   information,   call
1-800-356-0742, or http://www. businesswire.com on the Internet.


                               (FINANCIALS FOLLOW)




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




<TABLE>
<CAPTION>
                                                   Three Months Ended             Six Months Ended
                                                        April 30,                     April 30,
                                                -----------------------        -----------------------
                                                  1996           1995            1996           1995
                                                --------       --------        --------       ------
<S>                                              <C>            <C>             <C>            <C>    
Net sales of products                            $15,784        $12,854         $29,338        $25,572
Net service revenue                               10,991         10,940          19,686         21,432
                                                  ------         ------          ------         ------
        Net operating revenue                     26,775         23,794          49,024         47,004
                                                  ------         ------          ------         ------
Cost of products sold                              4,604          4,079           8,745          8,311
Cost of services provided                          9,991         10,263          19,137         20,367
Selling, general and admin-
  istrative  expense                               7,585          6,916          14,344         13,531
Research and development
  expense                                            316            808             593          1,875
Amortization of intangibles                          204            210             431            422
                                                  ------         ------          ------         ------
Income from operations                             4,075          1,518           5,774          2,498
                                                  ------         ------          ------         ------
Credits from settlements of
  disputes, net                                       56            140             223            468
Interest expense                                   1,268          1,190           2,562          2,280
Other income, net                                     77            175             182            300
                                                  ------         ------          ------         ------
Income before income taxes                         2,940            643           3,617            986
Provision for income taxes                           131             38             156            106
                                                  ------         ------          ------         ------

Net income                                       $ 2,809        $   605         $ 3,461        $   880
                                                  ======         ======          ======         ======

Earnings per share                               $  0.24        $  0.05         $  0.30        $  0.08
                                                  ======         ======          ======         ======

Average number of common
  shares used in computing
  earnings per share                              11,724         11,591          11,715         11,592
                                                  ======         ======          ======         ======
</TABLE>












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


<TABLE>
<CAPTION>

                                                              April 30,         October 31,
                                                                1996               1995
                                                            ------------       -------------
                                                           ASSETS
<S>                                                           <C>                 <C>      
Current assets:
  Cash and cash equivalents                                   $     1,894         $  11,207
  Trade receivables, net                                           22,053            17,717
  Inventories                                                      10,606             9,570
  Other current assets                                              1,757             2,734
                                                                  -------           -------
     Total current assets                                          36,310            41,228
                                                                  -------           -------
Property, plant and equipment, net                                 33,603            34,062
Intangibles, net                                                   21,963            14,933
Other assets                                                        1,615             1,769
                                                                  -------           -------
                                                               $   93,491         $  91,992
                                                                  =======           =======


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Current installments of long-term debt                      $       794        $    2,288
  Notes payable                                                     3,483             1,025
  Other current liabilities                                        30,131            36,300
                                                                  -------           -------
     Total current liabilities                                     34,408            39,613
                                                                  -------           -------

Long-term debt                                                     48,260            43,490
Other liabilities                                                   8,998            10,638
                                                                 --------           -------
     Total liabilities                                             91,666            93,741
                                                                  -------           -------

Common stock, $.10 par value                                        1,165             1,158
Additional paid-in capital                                        183,960           183,840
Translation adjustments                                          (    347)         (    333)
Accumulated deficit                                              (182,953)         (186,414)
                                                                  -------           -------
     Total stockholders' equity (deficit)                           1,825          (  1,749)
                                                                  -------           -------
                                                                $  93,491         $  91,992
                                                                  =======           =======
</TABLE>



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

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