<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  April 30, 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
                              --------------------

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                     11,656,833 Shares
- -------------------------------------     --------------------------------------
           Class                                     Outstanding at
                                                      May 31, 1996



<PAGE>

<PAGE>










                  THE COOPER COMPANIES, INC. AND SUBSIDIARIES



                                     INDEX


                                                               Page No.



PART I.   FINANCIAL INFORMATION


  Item 1.  Financial Statements

                  Consolidated Condensed Statement of
                       Income - Three and Six Months
                       Ended April 30, 1996 and 1995              3

                  Consolidated Condensed Balance Sheet -
                       April 30, 1996 and October 31, 1995        4

                  Consolidated Condensed Statement
                       of Cash Flows - Six Months Ended
                       April 30, 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                  14

Signature                                                        15

Index of Exhibits






                                       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             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 to compute
  earnings per share                              11,724         11,591          11,715         11,592
                                                  ======         ======          ======         ======
</TABLE>






                             See accompanying notes.

                                       3


<PAGE>

<PAGE>


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


<TABLE>
<CAPTION>
                                                                     April 30,       October 31,
                                                                        1996            1995
                                                                     ---------       ----------
<S>                                                                  <C>              <C>      
                                     ASSETS
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 at cost                                  47,190            46,597
  Less, accumulated depreciation and
    amortization                                                       13,587            12,535
                                                                      -------           -------
                                                                       33,603            34,062
                                                                      -------           -------
Goodwill and other intangibles, net                                    21,963            14,933
Other assets                                                            1,615             1,769
                                                                      -------           -------
                                                                    $  93,491         $  91,992
                                                                      =======           =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Borrowings under line of credit                                   $   3,483        $    1,025
  Current installments of long-term debt                                  794             2,288
  Accounts payable                                                      5,552             5,730
  Employee compensation, benefits and
    severance                                                           5,048             6,978
  Other accrued liabilities                                             9,442            13,596
  Income taxes payable                                                 10,089             9,996
                                                                      -------           -------
      Total current liabilities                                        34,408            39,613
                                                                      -------           -------
Long-term debt                                                         48,260            43,490
Other noncurrent liabilities                                            8,998            10,638
                                                                      -------           -------
      Total liabilities                                                91,666            93,741
                                                                      -------           -------

Stockholders' equity (deficit):
  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>





                             See accompanying notes.

                                       4


<PAGE>

<PAGE>


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


<TABLE>
<CAPTION>

                                                                         Six Months Ended
                                                                              April 30,
                                                                       1996              1995
                                                                    ---------         --------
<S>                                                                 <C>               <C>      
Net cash used by operating activities                               $ (7,358)         $ (5,958)
                                                                      ------            ------
Cash flows from investing activities:
  Sales of assets and businesses                                          43               121
  Unimar acquisition                                                  (3,596)                -
  Proceeds from Progressions Settlement,
    recorded as a reduction to goodwill                                  224                 -
  Sales of temporary investments                                          31                37
  Purchases of property, plant and
    equipment                                                           (743)             (840)
                                                                      ------            ------
Net cash used by investing activities                                 (4,041)             (682)
                                                                      ------            ------

Cash flows from financing activities:
  Proceeds from line of credit, net                                    2,458             1,395
  Proceeds from long-term note                                         1,320                 -
  Payments of current installments of
    long-term debt                                                    (1,773)             (573)
  Proceeds from restricted stock and
    exercise of warrants and options                                      81                 -
                                                                      ------            ------
Net cash provided by financing activities                              2,086               822
                                                                      ------            ------

Net decrease in cash and cash equivalents                             (9,313)           (5,818)
Cash and cash equivalents - beginning of
  period                                                              11,207            10,320
                                                                      ------            ------

Cash and cash equivalents - end of period                            $ 1,894           $ 4,502
                                                                      ======            ======

Cash paid for:
        Interest                                                     $ 2,399           $ 2,300
                                                                      ======            ======
        Income taxes                                                 $    63           $   129
                                                                      ======            ======
</TABLE>


Supplemental  schedule of noncash investing and financing  activities:  In April
1996, the Company  purchased  certain assets and assumed certain  liabilities of
Unimar,  Inc.,  by paying $4 million in cash and issuing $4 million of notes for
the balance.





                             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.,  (together with its  subsidiaries,  the "Company")
develops,  manufactures and markets  healthcare  products,  including a range of
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, managing 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 April 30, 1996 and October 31,
1995 and the consolidated results of its operations for the three- and six-month
periods ended April 30, 1996 and 1995, and its  consolidated  cash flows for the
six  months  ended  April  30,  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>
                                               April 30,                  October 31,
                                                 1996                        1995
                                               ---------                  -----------
                                                           (In thousands)
<S>                                            <C>                          <C>    
     Raw materials                             $ 2,281                      $ 2,212
     Work-in-process                             1,044                        1,114
     Finished goods                              7,281                        6,244
                                                ------                       ------
                                               $10,606                      $ 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>
                                               April 30,                  October 31,
                                                 1996                        1995
                                               ---------                  -----------
                                                           (In thousands)
<S>                                            <C>                          <C>    
10% Senior Subordinated
  Secured Notes due 2003                       $24,543                      $24,816
10-5/8% Convertible Sub-
  ordinated Reset Debentures
  due 2005                                       9,217                        9,215
HGA term loan                                   11,009                        9,889
HGA Industrial Revenue Bonds                         -                        1,458
12% Notes for Unimar Acquisition
  due April 1999 ("Unimar
  Notes")                                        4,000                            -
Capitalized leases                                 285                          400
                                                ------                       ------
                                                49,054                       45,778
Less, current installments                         794                        2,288
                                                ------                       ------
                                               $48,260                      $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 loan due
August 1997. In April 1999, the Company may, at its option,  extinguish $800,000
principal  amount of Unimar Notes plus unpaid  interest by issuing shares of its
common stock valued at the then fair market value per share.

Note 4.  Acquisitions

In April  1996,  the  Company  acquired  Unimar,  Inc.,  a leading  provider  of
specialized  disposable  medical devices for gynecology,  for $8 million in cash
and notes.  Sales of Unimar products totaling $331 thousand were included in the
Company's  results for the three months  ended April 30,  1996.  Goodwill on the
purchase has initially  been  recorded in the amount of $7.5  million,  which is
being amortized over 20 years. As part of the acquisition, the Company granted a
warrant to purchase  83,333 shares of the Company's  common stock at $11.375 per
share. The exercisable  period of the warrant is from April 11, 1999 to June 10,
1999.  The  number of shares  and the  exercise  price per share are  subject to
adjustment as provided in the warrant.

                                       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.

                              RESULTS OF OPERATIONS

Three and Six Months  Ended  April 30, 1996  Compared  with Three and Six Months
Ended April 30, 1995.

NET SALES OF  PRODUCTS:  Net sales of products  increased by $2.9 million or 23%
and $3.8  million  or 15% for the three and six  months  ended  April 30,  1996,
respectively.


<TABLE>
<CAPTION>

                                              (Dollars in 000's)
                          Three Months Ended                           Six Months Ended
                               April 30,                                    April 30,
                   ------------------------------------         ----------------------------------
                                              % Incr.                                    % Incr.
                    1996         1995        (Decrease)          1996         1995      (Decrease)
                   -------------------------- --------          ------        ----       --------
<S>                <C>         <C>             <C>               <C>        <C>        <C>
CVI*               $12,158     $10,030         21%              $22,228     $19,352    15%
CSI**                3,626       2,824         28%                7,110       6,204    15%
CVP***                   -           -         N/A                    -          16    N/A
                    ------      ------                           ------      ------

                   $15,784     $12,854         23%              $29,338     $25,572    15%
                    ======      ======                           ======      ======
</TABLE>


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



Net  sales  of CVI  increased  both  domestically  and in  Canada.  The  primary
contributors  to the  growth  included  increased  sales  of  the  Preference(R)
spherical and Preference  Toric(TM) product lines,  which grew approximately 78%
in the aggregate over the comparable  six-month period. Sales of toric lenses to
correct astigmatism, CVI's leading product group, have grown by 34% year to year
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  15% in the first six months of fiscal  1996 vs. the
first six months of fiscal 1995.  Its  gynecology  product lines (which  include
LEEP(TM)  instruments) grew by approximately 24%. The increase was primarily due
to increases in sales of LEEP(TM) instruments which grew 19% and sales of Unimar
and  Blairden  products  which  were  acquired  in April  1996  and  June  1995,
respectively.  The increased sales of gynecology  products were offset primarily
by reduced sales of endoscopy and other nonstrategic  products.  CSI's sales mix
continued to shift toward its gynecology  product line, which accounted for more
than 75% of its sales.

                                       8


<PAGE>

<PAGE>


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


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


<TABLE>
<CAPTION>

                                                 (Dollars in 000's)
                         Three Months Ended                              Six Months Ended
                              April 30,                                     April 30,
                   -----------------------------------          ---------------------------------
                                              % Incr./                                   % Incr./
                    1996         1995        (Decrease)          1996         1995      (Decrease)
                   -------------------------- --------          ------        ----       --------
<S>                <C>          <C>              <C>            <C>          <C>        <C> 
Net patient
  revenue          $10,991      $10,440          5%             $19,686      $20,432    (4%)
Management
  fees                   -          500          -                    -        1,000     -
                    ------      -------                          ------      -------

                   $10,991      $10,940          -%             $19,686      $21,432    (8%)
                    ======       ======                          ======       ======
</TABLE>



Net patient  revenue  increased by $551  thousand,  or 5%, and decreased by $746
thousand,  or 4%, vs. the second  quarter and first half of 1995,  respectively.
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 has mitigated those pressures by increasing
the number of admissions to its  hospitals,  and by  increasing  outpatient  and
other  ancillary  services.  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.   Since  the  changeover,
Hampton's revenue has improved in each subsequent month. Management fees in 1995
resulted from a contract to manage three  psychiatric  facilities.  The contract
expired by its terms in May 1995.

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


<TABLE>
<CAPTION>
                                    Margin %                             Margin %
                               Three Months Ended                    Six Months Ended
                                    April 30,                            April 30,
                               ------------------                  --------------------
                                 1996          1995                   1996         1995
                                 ----          ----                   ----         ----
<S>                               <C>           <C>                    <C>          <C>
       CVI                        76            73                     76           73
       CSI                        52            52                     51           51
       Consolidated               71            68                     70           67
</TABLE>


Margin for CVI has  increased due to production  efficiencies,  including  those
associated  with  higher  production  volumes,  and  a  favorable  product  mix,
reflecting  the  growth in sales of toric  contact  lenses,  which  have  higher
margins.

                                       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 SERVICES PROVIDED: Cost of services provided represents all of the costs
(other than financing costs and amortization of intangibles)  incurred by HGA in
generating  net  service  revenue.  The result of  subtracting  cost of services
provided  from net  service  revenue  is a profit of $1  million,  or 9%, of net
service  revenue in the second quarter of 1996 and $549 thousand,  or 3%, in the
first half of 1996. The corresponding  profits were $677 thousand,  or 6% of net
service revenue,  and $1.1 million,  or 5%, in the three- and six-month  periods
ended April 30, 1995,  respectively.  The decreased percentage of profit for the
six months ended April 30, 1996,  is  primarily  attributable  to a reduction in
revenue explained above, partially offset by a $1.2 million reduction in cost of
services provided.

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


<TABLE>
<CAPTION>
                                           (Dollars in 000's)
                         Three Months Ended                      Six Months Ended
                              April 30,                               April 30,
                   ------------------------------        ---------------------------------
                                           % Incr.                                 % Incr.
                    1996        1995       (Decr.)         1996         1995       (Decr.)
                   ------      ------       -----        --------     --------      -----
<S>                 <C>          <C>          <C>          <C>          <C>           <C>
CVI               $ 4,353      $ 3,941       10%         $ 8,516      $ 7,818         9%
CSI                 1,433        1,336        7%           2,714        2,679         1%
CVP                     -           24       N/A               -           37        N/A
Corporate/
Other               1,799        1,615       11%           3,114        2,997         4%
                   ------       ------                    ------       ------
                  $ 7,585      $ 6,916       10%         $14,344      $13,531         6%
                   ======       ======                    ======       ======

</TABLE>



SG&A  expenses for the three- and  six-month  periods have  increased 10% and 6%
from the prior year's three- and six-month periods,  respectively,  largely as a
result of the higher costs  associated with higher sales of products,  including
incremental  costs in the  second  quarter  of 1996  associated  with the  newly
acquired Unimar business.

RESEARCH AND  DEVELOPMENT  EXPENSE:  Research and  development  expense was $316
thousand  and $593  thousand  for the three and six months ended April 30, 1996,
respectively.  The comparable  prior year research and  development  expense was
$808  thousand and $1.9  million,  respectively.  The  decreases  are  primarily
attributable  to the  Company's  decision to  discontinue  development  activity
related to CVP's calcium channel blocker, CalOptic(TM). A $387 thousand decrease
at  CSI  is  primarily  related  to  the  discontinuation  in  May  1995  of the
development and evaluation of a thermal endometrial ablation technology.

                                       10


<PAGE>

<PAGE>


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


The Company  currently  anticipates  that the level of spending on research  and
development has stabilized. The Company focuses on acquiring products which will
be 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 $2.6  million or 168% and $3.3 million or 131% for
the three  and six  months,  respectively.  Income  (loss)  from  operations  by
business unit and corporate was as follows:


<TABLE>
<CAPTION>

                                            (Dollars in 000's)
                           Three Months Ended                    Six Months Ended
                                April 30,                            April 30,
                    ----------------------------------     ----------------------------------
                                                Incr.                                 Incr.
                      1996         1995        (Decr.)       1996         1995       (Decr.)
                    --------     --------       ------     -------      --------      ------
<S>                 <C>          <C>          <C>         <C>          <C>           <C>
CVI                  $ 4,651      $ 3,066      $ 1,585     $ 7,880      $ 5,660      $ 2,220
CSI                      281         (179)         460         573         (244)         817
CVP                       (6)        (379)         373         (11)        (883)         872
HGA                      948          622          326         446          956         (510)
Corporate/
Other                 (1,799)      (1,612)        (187)     (3,114)      (2,991)        (123)
                      ------       ------       ------       ------      ------       ------
                     $ 4,075      $ 1,518      $ 2,557     $ 5,774      $ 2,498      $ 3,276
                      ======       ======       ======      ======       ======       ======


</TABLE>


SETTLEMENT OF DISPUTES:  In the first six months of 1996, the Company recorded a
credit to income of $223 thousand  related to the agreement  which settled cross
claims  between  HGA and  Progressions  Health  Systems,  Inc.  ("Progressions")
related to purchase  price  adjustments  (which were  credited to goodwill)  and
other disputes.  Pursuant to this  agreement,  HGA received $447 thousand in the
first six months of 1996 of which $223  thousand has been credited to settlement
of disputes.  In the first six months of 1995, the Company  recorded a credit of
$468 thousand  resulting from 1) adjustments to certain  estimated  accruals for
disputes no longer  required and 2) the recording of a portion of the settlement
of certain other disputes.

INTEREST EXPENSE:  The increase in interest expense for the three- and six-month
periods  ended  April 30, 1996 over the  comparable  1995  periods is  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; and

2.   Accreted interest related to the settlement of a dispute.

                                       11


<PAGE>

<PAGE>


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


PROVISION FOR INCOME TAXES:  The provision for income taxes in the three and six
months  ended  April 30,  1996 and 1995  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  the  respective
periods.

                          CAPITAL RESOURCES & LIQUIDITY

The Company's  financial condition  stabilized  significantly in fiscal 1995 and
this trend  continued as the Company  recorded a 131%  improvement  in operating
income,  to $5.8  million in the first six months of 1996 v. $2.5 million in the
first six months of 1995.  Also,  with net income of $2.8  million in the second
quarter 1996, the Company returned to a positive  stockholders' equity position.
As expected,  $7.4 million of cash was used by operating activities in the first
six months of 1996.  Operating cash flow improved to a positive $400 thousand in
the second  quarter from the $7.8 million  used in the first  quarter,  which is
typically the Company's  weakest cash flow quarter.  The primary uses of cash in
operating  activities in the six-month period 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  $4.2
million in the  aggregate.  Of the $3.6 million  increase in  receivables,  $2.8
million  occurred at  Hospital  Group of America  ("HGA").  A shift in payor mix
resulted  in a larger  percentage  of revenue  being  generated  from  typically
slower-paying state agencies.  In addition, a 26% increase in HGA revenue in the
second  quarter  vs. the first  quarter  of 1996  contributed  to the  increased
receivable  balance.  Approximately $820 thousand has been paid in the first six
months of 1996 related to  restructuring  costs accrued in fiscal 1995. 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  acquired  Unimar,  Inc. in April 1996 for $8 million in cash and notes.
Net cash of $3.6  million  was  invested,  and $4  million of notes due in three
years bearing interest of 12% were issued. The cash was obtained through cash on
hand and a draw down on the line of credit.  The Unimar product line contributed
$331 thousand of revenue  since being  acquired in mid-April  1996.  The Company
currently  anticipates that operating cash flows of its existing businesses will
be  positive  for the  remaining  six  months  of  fiscal  1996,  and that  cash
requirements  for operating  activities  and the repayment of the line of credit
will be met through cash generated by its established operating businesses.

                                       12


<PAGE>

<PAGE>


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


The Company is evaluating other 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.

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 range
from $1.00 to $1.10 per share,  which includes an anticipated  beneficial effect
of a  deferred  tax  benefit of 20 cents per share  (assuming  it  achieves  its
current  projection  for earnings  before  taxes),  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  benefit  from its second  quarter of 1996  acquisition  of
Unimar,  and income  from  operations  will  reach 10% of sales in the  combined
businesses for the full year.

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


                                       13


<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 Earnings Per Share.

   27                    Financial Data Schedule.
</TABLE>



   (b) The Company filed the following report on Form 8-K during the period from
       February 1, 1996 to April 30, 1996.


<TABLE>
<CAPTION>
  Date
of Report                Item Reported
<S>                      <C>              
March 5, 1996            Item 5.  Other Events.
</TABLE>



                                       14


<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: June 10, 1996                                   /s/ Robert S. Weiss
                                             -----------------------------------
                                             Executive Vice President, Treasurer
                                                 and Chief Financial Officer

                                       15


<TABLE>



                          STATEMENT OF DIFFERENCES

<S>                                                                        <C>

The registered trademark symbol shall be expressed as ....................  (R)
The trademark symbol shall be expressed as ............................... (TM)

</TABLE>




<PAGE>

<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES


                                Index of Exhibits


<TABLE>
<CAPTION>
Exhibit No.                                                      Page No.
<S>                      <C>                                     <C>
  11                     Calculation of Earnings Per Share.

  27                     Financial Data Schedule.
</TABLE>



                                       16


<PAGE>








<PAGE>


                                   Exhibit 11
                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                        Calculation of Earnings Per Share
                    (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>     
Primary:
Net income                              $  2,809       $    605            $  3,461      $    880
                                          ======         ======              ======        ======

Weighted average
   number of common
   shares outstanding                     11,653         11,373              11,630        11,372
Contingently issuable
   shares                                     71            218                  85           220
                                          ------         ------              ------        ------
Weighted average
   number of common and
   common equivalent
   shares outstanding for
   earnings per share                     11,724         11,591              11,715        11,592
                                          ======         ======              ======        ======

Earnings per share                      $    .24       $    .05            $    .30      $    .08
                                          ======         ======              ======        ======



Fully Diluted:
Net income                              $  2,809       $    605            $  3,461      $    880
                                          ======         ======              ======        ======

Weighted average
   number of common
   shares outstanding                     11,653         11,373              11,630        11,372
Contingently issuable
   shares                                    166            267                 147           272
                                          ------         ------              ------        ------
Weighted average
   number of common and
   common equivalent
   shares outstanding for
   earnings per share                     11,819         11,640              11,777        11,644
                                          ======         ======              ======        ======

Earnings per share                      $    .24       $    .05            $    .29      $    .08
                                          ======         ======              ======        ======
</TABLE>




<PAGE>






<TABLE> <S> <C>


<ARTICLE>                              5
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<PERIOD-TYPE>                                             6-MOS
<FISCAL-YEAR-END>                                   OCT-31-1996
<PERIOD-START>                                      NOV-01-1995
<PERIOD-END>                                        APR-30-1996
<CASH>                                                    1,894
<SECURITIES>                                                  0
<RECEIVABLES>                                            24,075
<ALLOWANCES>                                              2,022
<INVENTORY>                                              10,606
<CURRENT-ASSETS>                                         36,310
<PP&E>                                                   47,190
<DEPRECIATION>                                           13,587
<TOTAL-ASSETS>                                           93,491
<CURRENT-LIABILITIES>                                    34,408
<BONDS>                                                  48,260
<COMMON>                                                  1,165
<PREFERRED-MANDATORY>                                         0
<PREFERRED>                                                   0
<OTHER-SE>                                                  660
<TOTAL-LIABILITY-AND-EQUITY>                             93,491
<SALES>                                                  29,338
<TOTAL-REVENUES>                                         49,024
<CGS>                                                     8,745
<TOTAL-COSTS>                                            27,882
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                        2,562
<INCOME-PRETAX>                                           3,617
<INCOME-TAX>                                                156
<INCOME-CONTINUING>                                       3,461
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                              3,461
<EPS-PRIMARY>                                               .30
<EPS-DILUTED>                                               .29
        



<PAGE>