<PAGE>

<PAGE>

   
As filed with the Securities and Exchange Commission on April 21, 1997
                                                      REGISTRATION NO. 333-25051
    
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
   
                                 AMENDMENT NO. 1
                                       TO
    
                                    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. |_|

                                ----------------
   
    
    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 21, 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 18, 1997 the last  reported sale price for the Common Stock of the Company
as reported on the NYSE Composite Tape was $18.50 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>

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                              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






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       (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 Reports on Form 8-K dated January 10, 1997, January 30, 1997,
           February 10, 1997, February 25, 1997, March 18, 1997,  March 26, 1997
           and April 7, 1997; and

       (f) 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).

                           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, loss of key
members  of  senior  management,  new  competitive  inroads,  costs to integrate
acquisitions,  dilution  to  earnings  and/or earnings per share associated with
acquisitions  and/or  stock  issuances,  decisions  to  invest  in  research and
development  projects,  regulatory  issues,  unexpected changes in reimbursement
rates


                                       3







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<PAGE>


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.
   
                                  RISK FACTORS

PRICE VOLATILITY AND SHARES AVAILABLE FOR FUTURE SALE
 
        The  market  price of the Common  Stock may be  subject  to  significant
fluctuations  in response to, among other things,  the factors  discussed  above
under "Forward-Looking  Statements,"  variations in quarterly operating results,
failure to meet published estimates of, or changes in earnings estimates by, the
Company or securities analysts,  and other factors. In addition,  the securities
markets have experienced  significant price and volume fluctuations from time to
time in recent years that have often been unrelated or  disproportionate  to the
operating  performance of particular  companies.  These broad fluctuations could
affect the market price of the Common Stock.
 
        The Company has outstanding  options to purchase  approximately  770,000
shares  of  Common   Stock,   approximately   480,000  of  which  are  currently
exercisable.  If these  options are  exercised,  the  issuance of such shares of
Common Stock would dilute the proportionate voting power and equity interests of
the holders of Common Stock offered  hereby.  In addition,  sales of substantial
amounts  of  Common  Stock,  including  the  sale  by  the  Company  of all or a
substantial portion of the shares of Common Stock registered  hereunder,  or the
sale by Cooper  Life  Sciences  ("CLS") of all or a  substantial  portion of the
approximately  1,400,000 shares of Common Stock it beneficially  owns (which are
registered for resale on a registration  statement under the Securities Act), or
the perception that such sales could occur,  could adversely  affect  prevailing
market prices for the Common Stock.
 
SIGNIFICANT STOCKHOLDER
 
        CLS currently owns 11.5% of the Company's issued and outstanding  shares
of Common  Stock.  In  addition,  pursuant to a  settlement  agreement  with the
Company entered into on June 14, 1993, CLS has the right to designate two of the
eight members of the  Company's  Board of Directors so long as CLS owns at least
800,000  shares of Common  Stock,  and one director so long as CLS owns at least
333,333  shares of  Common  Stock.  A third  member  of the  Company's  Board of
Directors,  Moses  Marx,  owns a majority  of the  outstanding  stock of CLS. By
virtue of their  representation  on the  Company's  Board of Directors  and CLS'
significant


                                       4






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<PAGE>


ownership  of Common  Stock,  CLS  and  Mr. Marx may have  significant influence
over the affairs of the Company.
    

                                 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 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

                                       5



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<PAGE>

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.

                                  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







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

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............3
The Company...........................4
Risk Factors..........................4
Use of Proceeds.......................5
Plan of Distribution..................5
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.

   
        The Company is a Delaware corporation.  Subsection (b)(7) of Section 102
of the Delaware  General  Corporation  Law (the "DGCL") enables a corporation in
its original  certificate of incorporation or an amendment  thereto to eliminate
or  limit  the  personal  liability  of a  director  to the  corporation  or its
stockholders  for monetary  damages for violations of the  director's  fiduciary
duty,  except  (i) for any  breach  of the  director's  duty of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions)  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.
 
        Article X of the Company's  Certificate  of  Incorporation,  as amended,
provides that a director shall not be liable to the Company or its  stockholders
for  monetary  damages  for  breach  of duty as a  director,  except  under  the
circumstances  listed in (i) through (iv) above and further provides that if the
DGCL is amended to authorize  corporate  action further  eliminating or limiting
the personal liability of directors,  the liability of a director of the Company
shall be eliminated or limited to the fullest  extent  permitted by the DGCL, as
so amended.
 
        Subsection  (a) of Section  145 of the DGCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner reasonably  believed to be
    

                                      II-1




<PAGE>

<PAGE>

   
in, or not opposed to, the best interests of the corporation,  and, with respect
to any criminal  action or  proceeding,  provided  further that such director or
officer had no reasonable cause to believe his conduct was unlawful.
 
        Subsection  (b) of Section 145 empowers a  corporation  to indemnify any
director or officer, or former director or officer,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against  expenses  (including  attorneys'  fees) actually and reasonably
incurred in  connection  with the defense or  settlement  of such action or suit
provided  that such  director  or  officer  acted in good  faith and in a manner
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the  corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the  circumstances  of the case,  such  director  or  officer  is fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

        Section 145 further provides that to the extent a director or officer of
a  corporation  has  been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys fees) actually and reasonably incurred by him in connection
therewith; that indemnification and advancement of expenses provided for, by, or
granted  pursuant  to  Section  145 shall not be deemed  exclusive  of any other
rights  to which  the  indemnified  party  may be  entitled;  and  empowers  the
corporation  to  purchase  and  maintain  insurance  on behalf of a director  or
officer  of the  corporation  against  any  liability  asserted  against  him or
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liabilities under Section 145.
 
        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  threatened  to be made  party to, or is  otherwise  involved  in,  any
threatened,  pending or completed  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  DGCL 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
    



                                      II-2



<PAGE>

<PAGE>

   
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
DGCL, 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 DGCL.
    
        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).
    
        Article VII, Section 7 of the By-Laws of the Company provides:

        "The 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.


                                      II-3




<PAGE>

<PAGE>

        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 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."
 
        The Company  maintains  insurance  covering  itself and its officers and
directors against certain liabilities incurred in their capacities as such.
    

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
                             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



                                      II-4







<PAGE>

<PAGE>

                             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-7  of this
                             Registration Statement).
    
- -------
*  To be filed by amendment or incorporated  by reference in connection with the
   applicable offering of the Securities.
   
** Previously Filed.
    
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.

    (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.

                                    II-5







<PAGE>

<PAGE>

    (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-6







<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 Amendment
No. 1 to registration  statement to  be signed on its behalf by the undersigned,
thereunto duly  authorized, in the  City of  Pleasanton, State of California, on
the 21st day of April, 1997.
    
                                  THE COOPER COMPANIES, INC.

   
                                   By:   /s/ Carol R. Kaufman
                                         -------------------------------------
                                         Carol R. Kaufman
                                         Vice President of Legal Affairs,
                                         Secretary and Chief
                                         Administrative Officer
    

                                POWER OF ATTORNEY
   
        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Amendment No. 1 to the 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> 
   
* A. Thomas Bender                    President, Chief Executive           April 21, 1997
- --------------------                  Officer and Director (Principal
A. Thomas Bender                      Executive Officer) 



* Robert S. Weiss                     Executive Vice President,            April 21, 1997
- -------------------                   Treasurer and Chief Financial
Robert S. Weiss                       Officer and Director (Principal
                                      Financial Officer)

* Stephen C. Whiteford                Vice President and Corporate         April 21, 1997
- ------------------------              Controller (Principal Accounting
Stephen C. Whiteford                  Officer)
                                      

* Allan E. Rubenstein, M.D.           Chairman of the Board of Directors   April 21, 1997
- -----------------------------         
Allan E. Rubenstein, M.D.             


* Michael H. Kalkstein                Director                             April 21, 1997
- ------------------------
Michael H. Kalkstein


* Donald Press                        Director                             April 21, 1997
- ----------------
Donald Press


* Moses Marx                          Director                             April 21, 1997
- --------------
Moses Marx

    
</TABLE>


                                      II-7







<PAGE>

<PAGE>


<TABLE>
<S>                                      <C>                                 <C> 
   

* Steven Rosenberg                    Director                             April 21, 1997
- --------------------
Steven Rosenberg


* Stanley Zinberg, M.D.               Director                             April 21, 1997
- ------------------------
Stanley Zinberg, M.D.

/s/ Carol R. Kaufman                  
- ------------------------
Carol R. Kaufman
as attorney-in-fact

    
</TABLE>


                                      II-8







<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-7  of  this  Registration
               Statement).
    
- ------------
*  To be filed by amendment or incorporated  by reference in connection with the
   applicable offering of the Securities.
   
** Previously Filed.
    

   
    


                                      II-9


<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 18, 1997
    



<PAGE>