<PAGE>


<PAGE>


As filed with the Securities and Exchange Commission on April 11, 1997
                                                           REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                           THE COOPER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                    <C>                                     <C>       
          DELAWARE                     THE COOPER COMPANIES, INC.              94-2657368
 (State or Other Jurisdiction      6140 STONERIDGE MALL ROAD, SUITE 590      I.R.S. Employer
of Incorporation or Organization)    PLEASANTON, CALIFORNIA 94588          (Identification Number)
                                            (510) 460-3600
</TABLE>

                        (Address, including ZIP code, and
                     telephone number, including area code,
                  of registrant's principal executive offices)
                                CAROL R. KAUFMAN
                   VICE PRESIDENT OF LEGAL AFFAIRS, SECRETARY
                        AND CHIEF ADMINISTRATIVE OFFICER
                           THE COOPER COMPANIES, INC.
                      6140 STONERIDGE MALL ROAD, SUITE 590
                          PLEASANTON, CALIFORNIA 94588
                                 (510) 460-3600
            (Name, address, including ZIP code, and telephone number,
                   including area code, of agent for service)
                                ----------------
                                   COPIES TO:
                             TRACY K. EDMONSON, ESQ.
                             LAURA L. GABRIEL, ESQ.
                                LATHAM & WATKINS
                        505 Montgomery Street, Suite 1900
                         San Francisco, California 94111
                                 (415) 391-0600
                                ----------------

        APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  From
time to time after this Registration Statement becomes effective.
        If the only securities  being  registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|
        If any of the securities being registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box. |X|
        If this Form is filed to register additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|
        If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|
        If delivery of the  prospectus  is expected to be made  pursuant to Rule
434, please check the following box. |_|

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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    PROPOSED MAXIMUM    PROPOSED MAXIMUM
      TITLE OF EACH CLASS OF        AMOUNT TO BE     OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
    SECURITIES TO BE REGISTERED      REGISTERED          PER UNIT             PRICE            REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>             <C>                    <C>
Common Stock ($0.10 par value)     2,500,000 shares                           (1)                  $14,773
- ----------------------------------------------------------------------------------------------------------------
   Preferred Stock Purchase         7,500,000                                 (2)                   $100
          Rights (2)
================================================================================================================
</TABLE>


(1) Estimated  solely for the purpose of  computing  the amount of  registration
    fee, based on the average of the high and low prices for the Common Stock as
    reported  on  the  New  York  Stock Exchange,  Inc.  on  April 9,  1997,  in
    accordance with Rule 457(c) promulgated under the Securities Act of 1933.

(2) Rights to acquire shares of the Registrant's  Series A Junior  Participating
    Preferred  Stock are  attached  to and trade  with the  Common  Stock of the
    Registrant.  Value  attributable to such Rights, if any, is reflected in the
    market price of the Common Stock. Fee paid represents the minimum  statutory
    fee pursuant to Section 6(b) of the  Securities  Act of 1933.

    THE REGISTRANT HEREBY AMENDS  THIS REGISTRATION  STATEMENT ON SUCH  DATE  OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL THEREAFTER  BECOME  EFFECTIVE IN  ACCORDANCE  WITH  SECTION 8(a)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING  PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.







<PAGE>


<PAGE>

Information  contained   herein   is  subject  to  completion  or  amendment.  A
registration  statement  relating  to these  securities  has been filed with the
Securities and  Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the  time  the registration statement becomes
effective.  This  prospectus  shall  not  constitute an  offer  to sell  or  the
solicitation of an offer to buy, nor shall there be any sale of these securities
in  any State  in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROSPECTUS

                              SUBJECT TO COMPLETION
                   PRELIMINARY PROSPECTUS DATED APRIL 11, 1997


                                2,500,000 SHARES


                           THE COOPER COMPANIES, INC.
                                  Common Stock

        The Cooper Companies,  Inc. (the "Company"),  directly or though agents,
dealers or underwriters designated from time to time, may offer, issue and sell,
in one or more series or  issuances,  up to an aggregate of 2,500,000  shares of
its common stock, $.10 par value per share ("Common  Stock"),  together with the
Rights  ("Rights")  to  acquire  the  Company's  Series A  Junior  Participating
Preferred Stock that are attached to and trade with the Common Stock. The Common
Stock and the Rights are herein  collectively  referred to as the  "Securities".
The Securities may be offered in amounts, at prices and on terms to be set forth
in one or more supplements to this Prospectus (each a "Prospectus Supplement").

        The  Common  Stock  is  listed on the New York Stock Exchange, Inc. (the
"NYSE")  and  the  Pacific Stock  Exchange  (the "PSE").  Any  Common Stock sold
pursuant to a Prospectus  Supplement  will be listed on the NYSE and the PSE. On
April 9,  1997 the last  reported sale price for the Common Stock of the Company
as reported on the NYSE Composite Tape was $19.50 per share.


        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

        The  Securities  may be offered by the  Company  directly to one or more
purchasers,  through agents  designated from time to time by the Company,  to or
through underwriters or dealers or through a combination of such methods. If any
agents,  dealers  or  underwriters  are  involved  in  the  sale  of  any of the
Securities,  the  names  of  such  agents,  dealers  or  underwriters,  and  any
applicable  purchase price, fee,  commission or discount  arrangement between or
among them,  will be set forth,  or will be calculable  from the information set
forth, in the Prospectus Supplement. See "Plan of Distribution." This Prospectus
may not be  used  to  consummate  sales  of  Securities  without  delivery  of a
Prospectus  Supplement  describing  the method and terms of the offering of such
Securities.

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

               The date of this Prospectus is ______________, 1997.

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





<PAGE>


<PAGE>


                              AVAILABLE INFORMATION

        The Company has filed with the Securities and Exchange  Commission  (the
"Commission")  a  Registration  Statement on Form S-3  (including all amendments
thereto,  the  "Registration  Statement")  with  respect to the  Securities.  As
permitted by the rules and regulations of the  Commission,  this Prospectus does
not contain all of the information set forth in the  Registration  Statement and
the exhibits and schedules  thereto.  For further  information about the Company
and the Securities,  please refer to the Registration Statement and the exhibits
thereto, which may be examined without charge at the public reference facilities
maintained by the Commission at Room 1204,  Judiciary  Plaza,  450 Fifth Street,
N.W.,  Washington,  D.C.  20549,  and copies of which may be  obtained  from the
Commission  upon payment of the prescribed  fees.  Statements  contained in this
Prospectus  as to the contents of any  agreement or other  document  referred to
herein or therein are  qualified by  reference to the copy of such  agreement or
other document filed as an exhibit to the  Registration  Statement or such other
document, each such statement being qualified in all respects by such reference.

        The Company is subject to the information requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Commission.  The Registration  Statement,  the exhibits and schedules  forming a
part thereof and the reports,  proxy statements and other  information  filed by
the Company  with the  Commission  in  accordance  with the  Exchange Act can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1204,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549, 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661, and 7
World  Trade  Center,  Suite  1300,  New York,  New York  10048.  Copies of such
material can be obtained at prescribed rates from the Public  Reference  Section
of the  Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission  maintains a web site that contains  reports,  proxy and  information
statements  and  other  information  regarding  registrants  who  file  with the
Commission and certain of the Company's  filings are available at such web site:
http://www.sec.gov.  In addition, the Common Stock is listed on the NYSE and the
PSE and such  information  can be inspected at the offices of the NYSE, 20 Broad
Street,  New York, New York 10005, and the PSE, 301 Pine Street,  San Francisco,
California 94104.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The following documents filed by the Company under the Exchange Act with
the Commission are incorporated herein by reference.

       (a) Annual  Report on Form 10-K for  the fiscal  year ended  October  31,
           1996 (the "1996 10-K");

       (b) The portions of the Company's 1996 Annual Report to Stockholders that
           have been incorporated by reference into the 1996 10-K;

                                       2



<PAGE>


<PAGE>

       (c) The portions of the Company's  Proxy Statement for its Annual Meeting
           of  Stockholders  held March 25, 1997 that have been  incorporated by
           reference into the 1996 10-K;

       (d) Quarterly Report on Form 10-Q for the quarter ended January 31, 1997;

       (e) Current Report on Form 8-K dated January 10, 1997;

       (f) Current Report on Form 8-K dated January 30, 1997;

       (g) Current Report on Form 8-K dated February 10, 1997;

       (h) Current Report on Form 8-K dated February 25, 1997;

       (i) Current Report on Form 8-K dated March 18, 1997;

       (j) Current Report on Form 8-K dated March 26, 1977;

       (k) Current Report on Form 8-K dated April 7, 1997; and

       (l) The  description  of the  Company's  Common  Stock  contained  in the
           Company's  Registration  Statement  on Form 8-A filed on October  28,
           1983 and the  description  of the Company's  Rights  contained in the
           Company's  Registration  Statement  on Form 8-A filed on November 12,
           1987.

        All documents filed by the Company pursuant to Section 13(a),  13(c), 14
or 15(d) of the Exchange Act after the date of this  Prospectus and prior to the
termination of the offering of the Securities  offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of this  Prospectus to the extent that a
statement  contained herein or in any subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

        A copy  of any or all of the  documents  incorporated  or  deemed  to be
incorporated  herein by reference  (other than exhibits to such documents  which
are not specifically incorporated by reference therein) will be provided without
charge  to any  person  to whom a copy of this  Prospectus  is  delivered,  upon
written or oral request.  Copies of this Prospectus,  as amended or supplemented
from  time to  time,  and any  other  documents  (or  parts of  documents)  that
constitute part of this Prospectus  under Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), will also be provided without charge to
each such person, upon written or oral request.  Requests for such copies should
be  addressed  to the Vice  President  of Legal  Affairs  of the  Company,  6140
Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (telephone number:
(510) 460-3600).

                                       3




<PAGE>


<PAGE>

                           FORWARD-LOOKING STATEMENTS

        This  Prospectus  and the  documents  incorporated  by reference  herein
contain projections and other forward-looking  statements within the meanings of
Section 27A of the  Securities  Act and Section 21E of the Exchange  Act,  which
statements  involve  risks  and  uncertainties.   Actual  results  could  differ
materially  from these  projections  as a result of certain  factors,  including
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  issues,  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.

                                   THE COMPANY

        The  Company,  through its  primary  subsidiaries  (CooperVision,  Inc.,
CooperSurgical,   Inc.  and  Hospital   Group  of  America,   Inc.),   develops,
manufactures  and  markets  healthcare  products,  including  a range of contact
lenses and diagnostic and surgical instruments,  equipment and accessories,  and
provides  healthcare  services  through the  ownership  and operation of certain
psychiatric  facilities.  The  principal  executive  offices of the  Company are
located at 6140 Stoneridge Mall Road, Suite 590,  Pleasanton,  California 94588,
(510) 460-3600.

                                 USE OF PROCEEDS

        Except as  otherwise  provided  in the  Prospectus  Supplement,  the net
proceeds  from the sale of the  Securities  will be used for  general  corporate
purposes,  which may  include but are not  limited to working  capital,  capital
expenditures,  repayment or refinancing of indebtedness and acquisitions. When a
particular series of Securities is offered,  the relevant Prospectus  Supplement
will set forth the Company's intended use for the net proceeds received from the
sale of such  Securities.  Pending  the  application  of the net  proceeds,  the
Company   expects  to  invest  the  proceeds  in  short-term,   interest-bearing
instruments or other investment-grade securities.

                              PLAN OF DISTRIBUTION

        The  Company may sell the  Securities  to one or more  underwriters  for
public  offering and sale by them and may also sell the  Securities to investors
directly or through agents.  Any such  underwriter,  dealer or agent involved in
the offer and sale of the Securities will be named in the applicable  Prospectus
Supplement.  The Company has reserved the right to sell the Securities  directly
to investors on its own behalf in those  jurisdictions  where and in such manner
as it is authorized to do so.

        The  distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices,  or at negotiated  prices.  Sales of the  Securities
offered hereby may be effected from time to time in one or more  transactions on
the  NYSE or the PSE or in  negotiated  transactions  or a  combination  of such
methods. The


                                       4




<PAGE>


<PAGE>

Company may also, from time to time, authorize dealers,  acting as the Company's
agents,  to offer and sell the  Securities  upon the terms and conditions as are
set forth in the applicable Prospectus  Supplement.  In connection with the sale
of the Securities, underwriters may receive compensation from the Company in the
form of underwriting  discounts or commissions and may also receive  commissions
from  purchasers of the Securities for whom they may act as agent.  Underwriters
may sell the  Securities  to or through  dealers,  and such  dealers may receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
underwriters  and/or  commissions  from the  purchasers for whom they may act as
agent. Any such  underwriter,  dealer or agent will be identified,  and any such
compensation  received  from the Company will be  described,  in the  Prospectus
Supplement. Unless otherwise indicated in a Prospectus Supplement, an agent will
be acting on a best efforts  basis and a dealer will  purchase  Securities  as a
principal  and  may  then  resell  such  Securities  at  varying  prices  to  be
determined by the dealer.

        Any  underwriting  compensation  paid by the Company to  underwriters or
agents in connection  with the offering of the  Securities,  and any  discounts,
concessions or commissions  allowed by  underwriters to  participating  dealers,
will be set forth in the applicable  Prospectus  Supplement.  Dealers and agents
participating  in  the  distribution  of the  Securities  may  be  deemed  to be
underwriters,  and any discounts and commissions received by them and any profit
realized by them on resale of the  Securities  may be deemed to be  underwriting
discounts  and  commissions.  Underwriters,  dealers and agents may be entitled,
under agreements entered into with the Company,  to indemnification  against and
contribution toward certain civil liabilities,  including  liabilities under the
Securities Act, and to reimbursement by the Company for certain expenses.

        To facilitate  an offering of a series of  Securities,  certain  persons
participating  in any such offering may engage in  transactions  that stabilize,
maintain,  or  otherwise  affect the price of the  Securities.  This may include
over-allotments  or short sales of the  Securities,  which  involves the sale by
persons  participating in the offering of more Securities than have been sold to
them by the  Company.  In such  circumstances,  such  persons  would  cover such
over-allotments  or short positions by purchasing  Securities in the open market
or by exercising the over-allotment  option, if any, granted to such persons. In
addition,  such persons may stabilize or maintain the price of the Securities by
bidding for or purchasing  Securities in the open market or by imposing  penalty
bids, whereby selling concessions  allowed to dealers  participating in any such
offering may be  reclaimed if the  Securities  sold by them are  repurchased  in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the  Securities at a level above
that which might otherwise  prevail in the open market.  Such  transactions,  if
commenced, may be discontinued at any time.

        Certain of the underwriters,  dealers or agents and their associates may
engage in transactions with and perform services for the Company in the ordinary
course of business.

                                       5




<PAGE>


<PAGE>

                                  LEGAL MATTERS

        Certain legal matters with respect to the Securities offered hereby will
be passed upon for the Company by Latham & Watkins,  San Francisco,  California.
Certain  legal  matters  will be passed upon for any agents or  underwriters  by
counsel for such agents or underwriters  identified in the applicable Prospectus
Supplement.

                                     EXPERTS

        The  consolidated  financial  statements  and  schedule  of  The  Cooper
Companies,  Inc. and  subsidiaries,  the consolidated  financial  statements and
schedule of Hospital Group of America,  Inc. and  subsidiaries and the financial
statements and schedule of CooperSurgical,  Inc. as of October 31, 1996 and 1995
and for each of the years in the three-year  period ended October 31, 1996, have
been  incorporated  by  reference  herein and in the  registration  statement in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                                       6




<PAGE>


<PAGE>

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

NO  DEALER,  SALESPERSON  OR ANY OTHER  PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  NOT  CONTAINED OR  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION  WITH THE OFFERING HEREIN  CONTAINED,
AND, IF GIVEN OR MADE, SUCH  INFORMATION OR  REPRESENTATIONS  MUST NOT BE RELIED
UPON AS  HAVING  BEEN  AUTHORIZED  BY THE  COMPANY.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE  AN  OFFER  TO  SELL,  OR A  SOLICITATION  OF AN  OFFER  TO BUY,  THE
SECURITIES  OFFERED HEREBY IN ANY JURISDICTION  WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREAFTER SHALL,  UNDER ANY  CIRCUMSTANCES,  CREATE
ANY IMPLICATIONS THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.

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

           TABLE OF CONTENTS

                                    PAGE

Available Information.................2
Incorporation of Certain
  Information by Reference............2
Forward-Looking Statements............4
The Company...........................4
Use of Proceeds.......................4
Plan of Distribution..................4
Legal Matters.........................6
Experts...............................6

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



                                2,500,000 Shares


                           THE COOPER COMPANIES, INC.


                                  COMMON STOCK


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

                                   PROSPECTUS

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



                               ____________, 1997


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




<PAGE>


<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The  expenses  to  be  paid  by  the  Company  in  connection  with  the
distribution  of the  Securities  being  registered  are set  forth in the table
below. All amounts are estimates except the Securities Act registration fee.

Securities Act Registration Fee.......................................   $14,873
Accounting Fees and Expenses..........................................    50,000
Legal Fees and Expenses (other than Blue Sky).........................   100,000
Blue Sky Fees and Expenses............................................    15,000
Printing Expenses.....................................................    75,000
Transfer Agent Fees and Expenses......................................    10,000
Miscellaneous.........................................................    35,127

Total.................................................................  $300,000

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Paragraph   (b)  of   Article  X  of  the   Company's   Certificate   of
Incorporation,  as amended, provides that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she is or was a  director,  officer or  employee  of the  Company  (or was
serving at the request of the Company as a director,  officer, employee or agent
for another  entity)  while serving in such  capacity  shall,  except in certain
lawsuits  initiated by such  persons,  be  indemnified  and held harmless by the
Company,  to the full extent authorized by the Delaware General Corporation Law,
as in effect (or, to the extent authority for  indemnification is broadened,  as
it may be amended) against all expense,  liability or loss  (including,  without
limitation,  attorneys' fees, judgments,  fines, ERISA excise taxes or penalties
and  amounts to be paid in  settlement)  reasonably  incurred  by such person in
connection  therewith.  Paragraph  (b) further  provides  that rights  conferred
thereby  shall be contract  rights and shall include the right to be paid by the
Company the expenses  incurred in defending the proceedings  specified above, in
advance of their final  disposition,  provided  that,  if the  Delaware  General
Corporation  Law so requires,  such payment  shall only be made upon delivery to
the Company by the  indemnified  party of an undertaking to repay all amounts so
advanced if it shall  ultimately be determined  that the person  receiving  such
payments is not entitled to be  indemnified  under  Paragraph  (b) or otherwise.
Paragraph  (b)  provides  that  the  Company  may,  by  action  of its  Board of
Directors,  provide indemnification to its agents with the same scope and effect
as the foregoing indemnification of directors, officers and employees.

        Paragraph (b) provides  that persons  indemnified  thereunder  may bring
suit against the Company to recover unpaid amounts claimed thereunder,  and that
if such  suit is  successful,  the  expense  of  bringing  such  suit  shall  be
reimbursed  by the Company.  Paragraph  (b) further  provides that while it is a
defense to such a suit that the person claiming  indemnification has not met the
applicable  standards of conduct making  indemnification  permissible  under the
Delaware

                                      II-1





<PAGE>


<PAGE>

General  Corporation law, the burden  of  proving  the  defense  shall be on the
Company  and  neither the  failure of  the Company's  Board of Directors to have
made a determination that indemnification is proper, nor an actual determination
by the Board of Directors that the claimant has not met the applicable  standard
of conduct,  shall be a defense to the action or create a  presumption  that the
claimant has not met the applicable standard of conduct.

        Paragraph (b) provides that the right to indemnification and the payment
of  expenses  incurred  in  defending  a  proceeding  in  advance  of its  final
disposition  shall not be exclusive of any other right which any person may have
or  acquire  under  any  statute,  provision  of the  Company's  Certificate  of
Incorporation or By-Laws, or otherwise.

        Paragraph (b) also provides that the Company may maintain insurance,  at
its expense, to protect itself and any of its directors,  officers, employees or
agents against any expense,  liability or loss, whether or not the Company would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

        Finally,  Paragraph  (b)  provides  that  the  Company  may  enter  into
indemnification contracts consistent with its provisions. However, the existence
of a contract is not a precondition to indemnification under Paragraph (b).

        The Company  maintains  insurance  covering its  officers and  directors
against  certain  liabilities  incurred  in their  capacities  as such,  and the
Company is insured  against any  payments  which it is obligated to make to such
persons pursuant to the foregoing indemnification provisions.

        Article VII, Section 7 of the By-laws of the Company provides:

        "This  corporation  shall  indemnify,  to the  extent  permitted  by the
        General  Corporation  Law of Delaware as amended from time to time,  (a)
        each of its present and former  officers and Directors,  and (b) each of
        its present or former officers,  Directors,  agents or employees who are
        serving or have served at the request of this corporation as an officer,
        Director or partner (or in any similar position) of another corporation,
        partnership,  joint venture, trust or other enterprise, against expenses
        (including  attorney's  fees),  judgments,  fines  and  amounts  paid in
        settlement  actually  and  reasonably  incurred in  connection  with any
        threatened,  pending or completed action, suit or proceeding, whether by
        or in the right of this  corporation  by a third party or otherwise,  to
        which such  person is made a party or  threatened  to be made a party by
        reason of such  office in this  corporation  or in another  corporation,
        partnership,   joint   venture,   trust   or  other   enterprise.   Such
        indemnification  shall inure to the benefit of the heirs,  executors and
        administrators of any indemnified person.

        To the extent  permitted  by the General  Corporation  Law of  Delaware,
        under general or specific  authority  granted by the Board of Directors,
        (a) this  corporation  by specific  action of the Board of Directors may
        furnish such indemnification to its agents and employees with respect to
        their activities on behalf of this corporation;  (b) this corporation by
        specific   action  of  the  Board  of   Directors   may   furnish   such
        indemnification
                                      II-2




<PAGE>


<PAGE>

        to  each  present  or former  officer,  director, employee or agent of a
        constituent   corporation   absorbed  in  a  consolidation   or   merger
        with this corporation and to each officer,  director,  agent or employee
        who is or was serving at the request of such constituent  corporation as
        an  officer,   director,  agent  or  employee  of  another  corporation,
        partnership,  joint  venture,  trust or other  enterprise;  and (c) this
        corporation  may  purchase  and  maintain  indemnification  insurance on
        behalf of any of the officers, directors, agents or employees whom it is
        required or permitted to indemnify as provided in this Article."

        Section  145 of the  General  Corporation  Law of  Delaware  empowers  a
corporation,  subject to certain limitations, to indemnify a director or officer
against  expenses  (including  attorneys'  fees,  judgments,  fines, and certain
settlements) actually and reasonably incurred by him in connection with any suit
or  proceeding  to which he is, by reason of the fact that he is a  director  or
officer,  a party, so long as he acted in good faith and in a manner  reasonably
believed to be in or not opposed to the best interest of the  corporation,  and,
with respect to a criminal action or proceeding, so long as he had no reasonable
cause to believe his conduct to have been unlawful.

ITEM 16.  EXHIBITS

        The  following   documents  are  filed  as  part  of  this  Registration
Statement.

EXHIBIT NUMBER               DESCRIPTION

       *1.1                  Form of Underwriting Agreement

        4.1                  Restated Certificate of Incorporation,  as amended,
                             incorporated  by  reference  to Exhibit 4(a) to the
                             Registrant's Registration Statement on Form S-3 No.
                             33-17330.

        4.2                  Certificate of Amendment of Restated Certificate of
                             Incorporation    dated    September    21,    1995,
                             incorporated  by  reference  to Exhibit  3.2 to the
                             Registrant's  Annual  Report  on Form  10-K for the
                             fiscal year ended October 31, 1995.

        4.3                  Amended  and  Restated  By-Laws of the  Registrant,
                             incorporated  by  reference  to Exhibit  3.2 to the
                             Registrant's  Report on Form 8-A dated  January 18,
                             1994.

        4.4                  Rights  Agreement,  dated as of October  29,  1987,
                             between the  Registrant and The First National Bank
                             of Boston, incorporated by reference to Exhibit 4.1
                             to the  Registrant's  Current  Report  on Form  8-K
                             (File No. 1-8597) dated October 29, 1987.

        4.5                  Amendment No. 1 to the Rights  Agreement,  dated as
                             of June 14, 1993,  between the  Registrant  and The
                             First  National  Bank of  Boston,  incorporated  by
                             reference to Exhibit 10.4 to the

                                      II-3




<PAGE>


<PAGE>
                             Registrant's Quarterly  Report  on  Form  10-Q  for
                             the fiscal quarter ended April 30, 1993.

        4.6                  Amendment No. 2 to the Rights  Agreement,  dated as
                             of January 16, 1995, between the Registrant and the
                             First  National  Bank of  Boston,  incorporated  by
                             reference to Exhibit 4.6 to the Registrant's Annual
                             Report  on Form  10-K  for the  fiscal  year  ended
                             October 31, 1994.

        5.1                  Opinion of Latham & Watkins.

       23.1                  Consent  of  Latham  &  Watkins  (included  in  its
                             opinion filed as Exhibit 5.1).

       23.2                  Consent of KPMG Peat Marwick LLP.

       24.1                  Power of Attorney  (included  on page II-6  of this
                             Registration Statement).

- -------
* To be filed by amendment or  incorporated  by reference in connection with the
  applicable offering of the Securities.

ITEM 17.  UNDERTAKINGS.

(a)    The undersigned registrant hereby undertakes:

      (1)  To file,  during any period in which  offers or sales are being made,
a post-effective amendment to this registration statement:

           (i)  To include any  prospectus  required by Section  10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the  prospectus  any facts or events arising after
the effective date of the registration  statement (or most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

          (iii) To include any material information  with respect to the plan of
distribution  not  previously  discussed  in the  registration  statement or any
material change to such information in the registration statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
registration statement.

                                    II-4




<PAGE>


<PAGE>

    (2) That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (3) To remove from registration, by means of a post-effective amendment, any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer,  or controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-5




<PAGE>


<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pleasanton,  State of California, on the 10th day of
April, 1997.

                                  THE COOPER COMPANIES, INC.


                                   By:   /s/ A. Thomas Bender
                                         -------------------------------------
                                         A. Thomas Bender
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below does hereby  constitute and appoint Carol R. Kaufman and Robert S.
Weiss,  and each of them, with full power of substitution  and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name,  place and  stead,  in any and all  capacities,  to sign any or all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-3, or any  Registration  Statement for the same offering that is to be
effective upon filing  pursuant to Rule 462(b) under the Securities Act of 1933,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith or in connection with the registration of the Common Stock
under the Securities  Exchange Act of 1934, as amended,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary  to be done in and  about  the  premises  in  order to
effectuate the same as fully,  to all intents and purposes,  as they or he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
            Signature                               Title                         Date

<S>                                      <C>                                 <C> 
/s/ A. Thomas Bender                  President, Chief Executive           April 10, 1997
- --------------------                  Officer and Director (Principal
A. Thomas Bender                      Executive Officer) 



/s/ Robert S. Weiss                   Executive Vice President,            April 10, 1997
- -------------------                   Treasurer and Chief Financial
Robert S. Weiss                       Officer and Director (Principal
                                      Financial Officer)

</TABLE>

                                      II-6




<PAGE>


<PAGE>


<TABLE>
<S>                                      <C>                                 <C> 
                       
/s/ Stephen C. Whiteford              Vice President and Corporate         April 10, 1997
- ------------------------              Controller (Principal Accounting
Stephen C. Whiteford                  Officer)
                                      

/s/ Allan E. Rubenstein, M.D.         Chairman of the Board of Directors   April 10, 1997
- -----------------------------         
Allan E. Rubenstein, M.D.             


/s/ Michael H. Kalkstein              Director                             April 10, 1997
- ------------------------
Michael H. Kalkstein


/s/ Donald Press                      Director                             April 10, 1997
- ----------------
Donald Press


/s/ Moses Marx                        Director                             April 10, 1997
- --------------
Moses Marx


/s/ Steven Rosenberg                  Director                             April 10, 1997
- --------------------
Steven Rosenberg


/s/ Stanley Zinberg, M.D.             Director                             April 10, 1997
- ------------------------
Stanley Zinberg, M.D.

</TABLE>


                                      II-7




<PAGE>


<PAGE>



                                  EXHIBIT INDEX

   EXHIBIT                         DESCRIPTION
    NUMBER
    *1.1       Form of Underwriting Agreement
     4.1       Restated Certificate of Incorporation,  as amended,  incorporated
               by  reference to Exhibit  4(a) to the  Registrant's  Registration
               Statement on Form S-3 No. 33-17330.
     4.2       Certificate of Amendment of Restated Certificate of Incorporation
               dated  September 21, 1995,  incorporated  by reference to Exhibit
               3.2 to the Registrant's Annual Report on Form 10-K for the fiscal
               year ended October 31, 1995
     4.3       Amended and Restated  By-Laws of the Registrant,  incorporated by
               reference to Exhibit 3.2 to the  Registrant's  Report on Form 8-A
               dated January 18, 1994.
     4.4       Rights  Agreement,  dated as of October  29,  1987,  between  the
               Registrant and The First National Bank of Boston, incorporated by
               reference to Exhibit 4.1 to the  Registrant's  Current  Report on
               Form 8-K (File No. 1-8597) dated October 29, 1987.
     4.5       Amendment  No. 1 to the  Rights  Agreement,  dated as of June 14,
               1993,  between  the  Registrant  and The First  National  Bank of
               Boston,   incorporated  by  reference  to  Exhibit  10.4  to  the
               Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
               ended April 30, 1993.
     4.6       Amendment No. 2 to the Rights Agreement,  dated as of January 16,
               1995,  between  the  Registrant  and the First  National  Bank of
               Boston,   incorporated   by  reference  to  Exhibit  4.6  to  the
               Registrant's Annual Report on Form 10-K for the fiscal year ended
               October 31, 1994.
     5.1       Opinion of Latham & Watkins.
    23.1       Consent of Latham & Watkins (included in its opinion filed as
               Exhibit 5.1).
    23.2       Consent of KPMG Peat Marwick LLP.
    24.1       Power  of Attorney (included on page II-6  of  this  Registration
               Statement).
- ------------
* To be filed by amendment or  incorporated  by reference in connection with the
  applicable offering of the Securities.



<PAGE>








<PAGE>

                    [LETTERHEAD OF LATHAM & WATKINS]

                                                     April 11, 1997

The Cooper Companies, Inc.
6140 Stoneridge Mall Road
Pleasanton, CA 94588

         Re:  The Cooper Companies, Inc.
              2,500,000 shares of Common Stock, par value $.10 per share
              ----------------------------------------------------------

Ladies/Gentlemen:

        In connection with the registration of 2,500,000 shares of common
stock, par value $.10 per share (the "Shares"), of The Cooper Companies, Inc.
(the "Company") and 7,500,000 rights (the "Rights") to acquire 75,000 shares
of Series A Junior Participating Preferred Stock of the Company attached to the
Shares, under the Securities Act of 1933, as amended, on Form S-3 filed with
the Securities and Exchange Commission on April 11, 1997 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below.

        In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale
of the Shares and the attached Rights. In addition, we have made such legal
and factual examinations and inquiries as we have deemed necessary or
appropriate for purposes of this opinion.

        In our examination, we have assumed the genuineness of all signatures,
the
 authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us
as copies.



<PAGE>


<PAGE>


April 11, 1997
Page 2

        We have been furnished with, and with your consent have relied upon,
certificates of officers of the Compaqny with respect to certain factual
matters.

        We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of
any other laws, or as to any matters of municipal law or the laws of any other
local agencies within the state.

        Subject to the foregoing, it is our opinion that, as of the date hereof:

        1.  The Shares have been duly authorized, and, upon issuance, delivery
and payment therefor in the manner contemplated by the Registration Statement
and/or the applicable Prospectus Supplement relating to such Shares, will be
validly issued, fully paid and nonassessable.

        2.  The Rights have been duly authorized and, assuming the Shares bear
the legend required by the Rights Agreement dated as of October 29, 1987
between the Company and the First National Bank of Boston, as amended, will be
validly issued.

       We consent to your filing this opinion as an exhibit to the Registration
Statement.

                                      Very truly yours,


                                     /s/ Latham & Watkins



<PAGE>





<PAGE>



                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
The Cooper Companies, Inc.:

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.

                                            KPMG Peat Marwick LLP

San Francisco, California
April 10, 1997






<PAGE>