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                             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): March 26, 1997

                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

   Delaware                               1-8597                 94-2657368
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

       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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On March 26, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release summarizing activities at its annual meeting of stockholders, which was
held March 25, 1997. The Company also announced that based on current
performance trends, it expects to earn between 36 cents and 40 cents per share,
including 2 cents per share of tax benefits, in its second fiscal quarter ending
April 30, 1997. This release is filed as an exhibit to this report and is
incorporated by reference.


        (c) Exhibits.

  No.           Description
- -------         -----------
 99.1           Press Release dated March 26, 1997 of The Cooper Companies, Inc.


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:  March 26, 1997

                           STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as ......................'r'


                                  EXHIBIT INDEX

Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated March 26, 1997 of The Cooper Companies, Inc.







Irvine,  Calif.,  March 26, 1997 - At its annual  meeting held  yesterday in New
York City,  stockholders of The Cooper Companies,  Inc.  (NYSE/PSE:COO)  elected
eight  directors  and ratified the  appointment  of KPMG Peat Marwick LLP as its
independent auditors.

Stanley Zinberg,  M.D., director of practice activities for the American College
of Obstetrics and Gynecology, was elected as a new member of the board.

The Company also announced that based on current  performance trends, it expects
to earn between 36 cents and 40 cents per share,  including 2 cents per share of
tax benefits, in its second fiscal quarter ending April 30, 1997, an increase of
at least 50% over last year's second quarter.

For the full fiscal year, the Company, as previously announced, expects earnings
from  operations  to range from $1.45 to $1.55 per share  versus $1.00 in fiscal
1996. With the Company's  anticipated  deferred tax benefit,  earnings per share
are  expected to be between  $1.60 and $1.70 per share versus $1.41 per share in
fiscal 1996.


Remarks to Stockholders

In his  address to the  stockholders,  A.  Thomas  Bender,  president  and chief
executive officer,  stressed the solid fundamentals of the Company's  businesses
going forward now that it has returned to growth and  profitability.  He said he
expects  revenue to continue to grow at  double-digit  rates and  earnings  from
operations at mid-teens  rates over the next several years.  Because of this, he
is  optimistic  that The Cooper  Companies,  will,  in due course,  be valued by
investors as a growth company.

Bender said that  CooperVision,  the Company's  specialty contact lens division,
will continue its growth through  increased  market share with its line of toric
lenses to correct  astigmastism,  new product  introductions,  global expansion,
marketing alliances and product and business acquisitions.

Thus far in fiscal 1997, Bender said, CooperVision has announced:

    An  alliance  to  market  its  full  line  of  contact   lenses  with  Rohto
    Pharmaceuticals,  Inc., a leading Japanese manufacturer of contact lens care
    and ophthalmic nonprescription products.

    A marketing partnership with Humphrey Instruments,  a division of Zeiss, one
    of the world's leading manufacturers of ophthalmic diagnostic instruments.

    The purchase in the United  States from  Wesley-Jessen,  Inc. of the Natural
    Touch'r'  line of opaque  contact  lenses that change the  appearance of the
    color of the eye.

In addition,  Bender announced to the stockholders  that CooperVision has agreed
to enter into a cross-marketing  alliance with Alcon  Laboratories,  the leading
supplier of contact lens care  products in North  America and a global leader in
vision care.

Reporting  on the  Company's  CooperSurgical  division,  Bender  said  that  its
gynecology  product line would generate  approximately 95% of its revenue by the
end of the 1997 fiscal  year.  He also noted that as the revenue mix shifts more
to gynecology, profitability improves. He said that CooperSurgical will continue
to be an aggressive consolidator in the gynecology device market through product
and  company  acquisitions  and  marketing  alliances,  and that this  strategy,
coupled with the successful  development of new products internally,  has been a
major reason for its recent success.

Bender  also  noted  that  Hospital  Group of America  (HGA)  continued  to show
positive  results both from the settlement of a dispute with the physician group
that formerly staffed its Hampton Hospital and from improving occupancy rates at
its Hartgrove and MeadowWood  hospitals.  A residential  treatment  center,  The
Midwest Center for Youth and Families, is scheduled to open this month in Kouts,

HGA's  strategy to  emphasize  its  outpatient  programs  has  resulted in a 55%
increase in outpatient  visits  versus a year ago. The growth in these  programs
reflects  HGA's ability to provide the continuum of care required by third party


Bender said that the Hampton  settlement  allows the Company to develop the full
potential of the hospitals by giving it flexibility to shape future  alternative
strategies.  Going  forward,  he said,  HGA is expected to generate  income from
operations of more than 10% of revenue.

HGA's business strategy is to develop new,  cost-effective programs and remain a
strong player in each hospital's  geographic region.  HGA, Bender observed,  now
contributes positively to the Company's operating results and helps leverage its
$234 million of net operating losses.

The Company's intermediate range business objectives,  Bender noted, include 20%
compounded  revenue  growth  through  2000 and 40%  earnings  per share  growth,
excluding tax benefits,  in each of the next two years. He expects  CooperVision
revenue to exceed $100 million and  CooperSurgical to reach $50 million by 2000.
HGA's revenue should exceed $50 million in fiscal 1998.

Board of Directors Elected

The Company's stockholders elected eight directors.

Allen E. Rubenstein, M.D. was re-elected chairman. Dr. Rubenstein is chairman of
the board of MTC Imaging  Services  and a member of the faculty of the Mt. Sinai
School of Medicine and the Mt. Sinai  Neurofibromatosis  Research and  Treatment

The stockholders also elected these directors:  A. Thomas Bender,  president and
chief executive officer of the Company;  Michael H. Kalkstein,  a partner in the
law firm of Graham & James;  Moses  Marx,  general  partner  of United  Equities
Company  and  president  of Momar  Corporation;  Donald  Press,  executive  vice
president  of Broadway  Management,  Inc.  and  principal  in the firm of Donald
Press, P.C.; Steven Rosenberg,  acting chairman of the board and vice president,
finance and chief  financial  officer of Cooper Life Sciences,  Inc.;  Robert S.
Weiss,  executive vice president,  treasurer and chief financial  officer of the
Company;  and Stanley  Zinberg,  M.D.,  director of practice  activities for the
American College of Obstetrics and Gynecology.

Following the stockholders' meeting, the board elected the following officers of
the Company: A. Thomas Bender,  president and chief executive officer; Robert S.
Weiss, executive vice president,  treasurer and chief financial officer; Gregory
A.  Fryling,  vice  president  corporate  development;  Carol R.  Kaufman,  vice
president of legal  affairs,  secretary and chief  administrative  officer;  and
Stephen C. Whiteford, vice president and controller.

Forward-Looking Statements

This press release  contains  projections and other  forward-looking  statements
regarding  the  Company's  results and  prospects.  Actual  results could differ
materially  from these  projections.  Factors that could cause or  contribute to
differences include: major changes in business


conditions  and the  economy  in  general,  new  competitive  inroads,  costs to
integrate  acquisitions,   decisions  to  invest  in  research  and  development
projects,  regulatory and other delays on new products and programs,  unexpected
changes in  reimbursement  rates and payer  mix,  unforeseen  litigation,  costs
associated with potential debt restructuring, decisions to divest businesses and
the cost of acquisition  activity,  particularly  if a large  acquisition is not
completed.  Future  results are also  dependent  on each  business  unit meeting
specific  objectives.  At  CooperVision,  1997  sales and  operating  income are
expected to grow  approximately  20% as it continues to gain market share in the
toric segment of the global contact lens market.  CooperSurgical  is expected to
continue to benefit from the 1996  acquisition of Unimar and grow 1997 sales and
operating income at double-digit rates as the market for gynecologic  procedures
is increasingly driven by growth in the population of women over 45 years of age
in the United States.  The Company expects HGA revenues and operating  income in
1997 to achieve  double-digit growth through new outpatient  clinics,  geriatric
programs and lower cost residential  treatment  services,  assuming that patient
revenue and operating expenses can continue successfully to adjust to changes in
third party  reimbursement  rates for  psychiatric  care.  The  Company  expects
consolidated  revenue  and  operating  income  to grow by more than 15% and 30%,
respectively,  in 1997 and anticipates  earnings per share in the range of $1.60
to $1.70 including a deferred tax benefit of about 15 cents per share.

The Cooper Companies, Inc. and its subsidiaries develop,  manufacture and market
specialty healthcare products and services. CooperVision, Inc., headquartered in
Irvine,  Calif.,  with  manufacturing  facilities in Huntington  Beach,  Calif.,
Rochester,  N. Y., and  Ontario  and  Quebec,  Canada,  markets a broad range of
contact lenses for the vision care market.  CooperSurgical,  Inc., headquartered
in Shelton,  Conn., markets diagnostic and surgical  instruments,  equipment 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: An interactive  telephone system that provides stock quotes,  recent press
releases,  and financial data may be reached toll free at 1-800-334-1986.  Press
releases and selected financial data are also available at  www.coopercos.com on
the Internet.

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