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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported): May 21, 1997


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


                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)


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


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

</TABLE>


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

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


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






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ITEM 5. OTHER EVENTS.

On May 21, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its second quarter fiscal year 1997 financial results. This
release is filed as an exhibit hereto and is incorporated by reference herein.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.


Exhibit
  No.          Description
- -------        -----------
 99.1          Press Release dated May 21, 1997 of The Cooper Companies, Inc.







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                                    SIGNATURE

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



                                       THE COOPER COMPANIES, INC.

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

Dated:  May 21, 1997









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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page
- -------        -----------                                              -------------
<C>            <S>                                                      <C>
 99.1          Press Release dated May 21, 1997 of The Cooper
               Companies, Inc.

</TABLE>



                                     # # # #


                           STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as................................'tm'

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


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CONTACT:

NORRIS BATTIN
THE COOPER COMPANIES, INC.
714-597-4700
714-673-4299

FOR IMMEDIATE RELEASE
- ---------------------

                  COOPER COMPANIES' FISCAL 1997 SECOND QUARTER

                OPERATING INCOME UP 54% ON 26% REVENUE INCREASE;

                          EPS 44 CENTS VERSUS 24 CENTS

IRVINE, Calif., May 21, 1997 - The Cooper Companies,  Inc. (NYSE/PSE: COO) today
reported financial results for the second quarter of fiscal 1997.

For the three months ended April 30,  1997,  the Company  reported net income of
$5.4  million,  or 44 cents per share,  including 4 cents per share for deferred
tax  benefits,  compared to $2.8 million,  or 24 cents per share,  in the second
quarter of 1996 when the Company had not yet recorded any deferred tax benefits.
Operating  income increased by 54% from $4.1 million in the 1996 quarter to $6.3
million in 1997. Revenue increased 26% to $33.7 million.

In the first  half of fiscal  1997,  the  Company  generated  net income of $8.7
million, or 72 cents per share, compared to $3.5 million, or 30 cents per share,
in the comparable 1996 period. The 1997 results include deferred tax benefits of
7 cents per share.  During this period,  operating  income increased by 80% from
$5.8 million in 1996 to $10.4 million in 1997.  Revenue for the six-month period
increased 27% to $62.0 million.

Commenting on the second  quarter's
  results,  A. Thomas  Bender,  president and
chief executive officer,  said, "I'm pleased to report the Company has delivered
another strong quarter of revenue and earnings.  All three of our businesses are
on a pace to meet their targets for fiscal 1997.

"For the full fiscal year, I remain  comfortable  with the previous  estimate of
$1.45 to $1.55 per share, excluding an estimated 15 cents per share for deferred
tax  benefits,  and with our  estimate  of $2.00 per share for 1998  before  any
deferred tax benefits.

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"Each of our operating  businesses  delivered solid revenue growth compared with
last year's second quarter.  Sales at CooperVision  (CVI), the specialty contact
lens business, grew 22% both for the quarter and year to date.

"Sales at CooperSurgical (CSI), the gynecology products business,  increased 59%
and  are up 48%  for  the  first  half as  recent  acquisitions  and  internally
developed new products produced favorable comparisons. Revenue at Hospital Group
of America  (HGA),  the mental  health  services  group,  grew 19% in the second
quarter and is up 24% year to date, with Hampton Hospital strongly  favorable to
last year, as HGA's own clinical service management takes hold there."

Business Unit Performance

                    P&L OPERATING HIGHLIGHTS BY BUSINESS UNIT

                             Quarter Ended April 30,
                                ($'s in Millions)


<TABLE>
<CAPTION>
              Revenue                              Operating Income
- ------------------------------------   ------------------------------------------

               1997   1996    % Inc.   1997    1996  % Inc.  % Revenue    % Revenue
               ----   ----    ------   -----   ----  ------  ---------    ---------
                                                               1997          1996
                                                               ----          ----
<S>             <C>    <C>    <C>      <C>     <C>     <C>     <C>           <C>
CVI             $14.9  $12.2  22%      $5.6    $4.7    20%     37%           38%
CSI               5.8    3.6  59%       0.5     0.3    72%     8%            8%
HGA              13.0   11.0  19%       1.6     0.9    70%     12%           9%
                 ----   ----  ---       ---     ---    ---     ---           --
   Subtotal      33.7   26.8  26%       7.7     5.9    30%     23%           22%
                 ----   ----  ---       ---     ---    ---     ---           ---
HQ expense                             (1.4)   (1.8)
                                       ----    ----
TOTAL           $33.7  $26.8  26%      $6.3    $4.1    54%     19%           15%
                =====  =====  ===      ====    ====    ===     ===           ===

</TABLE>


                           Six Months Ended April 30,
                                ($'s in Millions)


<TABLE>
<CAPTION>

              Revenue                              Operating Income
- ------------------------------------   ------------------------------------------

               1997   1996    % Inc.   1997    1996  % Inc.  % Revenue    % Revenue
               ----   ----    ------   -----   ----  ------  ---------    ---------
                                                               1997          1996
                                                               ----          ----
<S>             <C>    <C>    <C>      <C>     <C>     <C>     <C>           <C>

CVI             $27.1  $22.2  22%     $10.0   $7.9     27%     37%          35%
CSI              10.5    7.1  48%       0.9    0.6     57%     9%           8%
HGA              24.4   19.7  24%       2.2    0.4    402%     9%           2%
                 ----   ----  ---       ---    ---    ----     --           --
   Subtotal      62.0   49.0  27%      13.1    8.9     48%     21%          18%
                 ----   ----  ---      ----    ---     ---     ---          ---
HQ expense                             (2.7)  (3.1)
                                       ----   ----
TOTAL           $62.0  $49.0  27%     $10.4   $5.8     80%     17%          12%
                =====  =====  ===     =====   ====     ===     ===          ===

</TABLE>


CooperVision

CooperVision's  second quarter reflected continuing  successful execution of its
strategy to strengthen its position in the specialty contact lens market through
acquisition and internal new product development.


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In April,  the Company  completed  the  acquisition  in the United States of the
Natural  Touch line of opaque  lenses from  Wesley-Jessen  Corporation.  Natural
Touch,  a line of lenses with the ability to change the  appearance of the color
of the eye,  had  sales of  approximately  $7  million  in the  12-month  period
preceding the acquisition,  which is approximately  20% of the market for opaque
lenses in the United States.

Year to date,  sales of toric lenses to correct  astigmatism have increased 38%,
and now  represent  52% of CVI's  business.  The products that CVI most actively
markets,  Hydrasoft,  Preference Toric, Preference and Natural Touch, have grown
38% year to date and together now represent about 70% of the unit's sales.

Nearly 40% of CVI's sales in the first half of 1997 have been  generated  by new
products  developed  internally  over the last five  years.  During  the  second
quarter, CVI introduced a new planned replacement lens in Canada and, by the end
of the  calendar  year,  plans to  introduce  in the  United  States  two  other
specialty products into market segments it does not currently serve.

CooperSurgical

CooperSurgical, the Company's gynecological products business, continued to show
strong results as sales grew 59% and operating income rose 72% during the second
quarter. These increases reflect the acquisitions of Unimar, Inc., the RUMI line
of products, and, recently,  Marlow Surgical Technologies,  Inc., in addition to
sales of  internally  developed  new  products.  Year to date,  CSI  sales  have
increased 48% with operating income growing 57%.

CooperSurgical's business objective is to be a single source supplier of quality
medical devices for gynecology  regardless of treatment site. Its strategy is to
consolidate   the  highly   fragmented   gynecological   device  market  through
acquisition and internal engineering and development of proprietary products.

In April, the Company acquired Marlow Surgical  Technologies,  Inc., a privately
held gynecology products company that develops and markets surgical products and
disposable products for reproductive medicine. Marlow is expected to add revenue
of  approximately  $6  million  in its  first  full  year as a part  of CSI.  As
previously  announced,  CooperSurgical  expects  to  achieve  sales of about $25
million in fiscal 1997.

CSI continues to build its franchise with contemporary technology. Approximately
40% of its revenue for the first half of 1997 has come from products acquired or
developed internally since fiscal 1995.

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Hospital Group of America

                            HOSPITAL GROUP OF AMERICA
                        SELECTED STATISTICAL INFORMATION


<TABLE>
<CAPTION>

                                3 Months Ended April 30,   6 Months Ended April 30,
                                 1997    1996   % Chg       1997    1996   % Chg
                                 ----    ----   -----       ----    ----   -----
<S>                                <C>     <C>    <C>        <C>      <C>    <C>
Licensed inpatient beds            319*    269    19%        319      269    19%
Inpatient admissions             1,641   1,412    16%      3,095    2,474    25%
Total inpatient days            18,832  16,552    14%     35,277   30,347    16%
Average length of stay (days)     11.3    12.2    -7%       11.3     12.5   -10%
Total outpatient visits         17,935  12,804    40%     33,151   22,592    47%
</TABLE>


*Midwest Center for Youth and Families opened in April 1997, adding 50-bed
 capacity.

Revenue at HGA  increased  19% for the second  quarter  and is ahead 24% year to
date.  Operating  income grew 70% during the quarter and is up over 400% through
six months.  Operating statistics for the quarter reflect increases in inpatient
days and  outpatient  visits.  The unit's  Hampton  Hospital  continues  to show
improvement  since HGA assumed  management of its clinical services late in last
year's first quarter.

In April,  HGA  opened  the  Midwest  Center  for Youth and  Families,  a 50-bed
residential  treatment  facility in Kouts,  Indiana.  The facility is affiliated
with HGA's Hartgrove Hospital in Chicago.  The Center extends HGA's continuum of
care  so  that it now  includes  inpatient,  outpatient,  day,  educational  and
residential  treatment  programs.  This wide  range of  services  allows  HGA to
compete favorably for managed care business.

During the quarter,  HGA's new management services division,  which contracts to
manage  behavioral  health  programs,  initiated  service  with  two  additional
providers in the Chicago area.

Forward-Looking Statements

This press release  contains  projections and other  forward-looking  statements
regarding the Company's results and prospects. Projections have not changed from
their most recent prior publication. Actual results could differ materially from
these  projections.  Factors  that  could  cause or  contribute  to  differences
include:  major changes in business conditions and the economy in general,  loss
of key members of senior management, new competitive inroads, costs to integrate
acquisitions,  dilution  to  earnings  or  earnings  per share  associated  with
acquisitions or stock issuance,  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.  At CooperVision,
1997 sales and operating income are

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expected to grow  approximately  20% as it continues to gain market share in the
global contact lens market.  CooperSurgical is expected to continue to grow 1997
sales and operating  income at double-digit  rates as the market for gynecologic
procedures is  increasingly  driven by growth in the population of women over 45
years of age in the United States. The Company expects HGA revenue and operating
income in 1997 to achieve  double-digit  growth through new outpatient  clinics,
geriatric programs,  lower cost residential  treatment services,  and management
services  contracts,  assuming that patient  revenue and operating  expenses can
continue  successfully to adjust to changes in third party  reimbursement  rates
for  psychiatric  care. The Company expects  consolidated  revenue and operating
income to grow by more than 15% and 30%,  respectively,  in 1997 and anticipates
earnings  per  share in the range of $1.45 to $1.55  excluding  a  deferred  tax
benefit of about 15 cents per share. In 1998, Cooper estimates that earnings per
share before any deferred tax benefit will be approximately $2.00.

The Cooper Companies, Inc. and its subsidiaries develop,  manufacture and market
specialty healthcare products and provide healthcare services. Corporate offices
are located in Irvine and Pleasanton, Calif. CooperSurgical, Inc., headquartered
in Shelton,  Conn., markets diagnostic and surgical  instruments,  equipment and
accessories for the gynecological market.  CooperVision,  Inc., headquartered in
Irvine,  Calif.,  with  manufacturing  facilities in Huntington  Beach,  Calif.,
Rochester,  N. Y., and Toronto,  markets a broad range of contact lenses for the
vision  care  market.  Hospital  Group of  America,  Inc.  provides  psychiatric
services  through  hospitals in New Jersey,  Delaware and Illinois and satellite
locations in those and other states.

A  toll  free  interactive  telephone  system  at  1-800-334-1986  provides  the
Company's  current stock quote,  recent press releases and access to shareholder
services. The Company's Worldwide Web site is located at www.coopercos.com.

Hydrasoft'r',  Natural Touch'r',  Preference'r',  Preference Toric'tm', RUMI'tm'
and Unimar'r' are trademarks or service marks of The Cooper Companies, Inc., its
subsidiaries or affiliates.

                               (FINANCIALS FOLLOW)






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



<TABLE>
<CAPTION>

                                         Three Months Ended                Six Months Ended
                                               April 30,                       April 30,
                                       ------------------------       -------------------------
                                         1997             1996          1997              1996
                                        ------          --------       ------            ------
<S>                                    <C>               <C>          <C>               <C>    
Net sales of products                  $20,630           $15,784      $37,657           $29,338
Net service revenue                     13,033            10,991       24,382            19,686
                                       -------           -------      -------           -------
        Net operating revenue           33,663            26,775       62,039            49,024
                                       -------           -------      -------           -------
Cost of products sold                    6,104             4,604       11,135             8,745
Cost of services provided               11,373             9,991       22,055            19,137
Selling, general and admin-
  istrative  expense                     9,094             7,585       17,040            14,344
Research and development
  expense                                  414               316          738               593
Amortization of intangibles                404               204          692               431
                                       -------           -------      -------           -------
Income from operations                   6,274             4,075       10,379             5,774
                                       -------           -------      -------           -------
Interest expense                         1,255             1,268        2,484             2,562
Other income (expense), net                (77)              133          (57)              405
                                       -------           -------      -------           -------
Income before income taxes               4,942             2,940        7,838             3,617
Provision for (benefit of) income taxes   (431)              131         (845)              156
                                       -------           -------      -------           -------
Net income                             $ 5,373           $ 2,809      $ 8,683           $ 3,461
                                       ========          =======      =======           =======

Earnings per share                     $  0.44           $  0.24      $  0.72           $  0.30
                                       ========          =======      =======           =======

Number of shares used to compute
  earnings per share                    12,229            11,724       12,052            11,715
                                        ======            ======       ======            ======

</TABLE>





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


<TABLE>
<CAPTION>

                                                          April 30,        October 31,
                                                            1997              1996
                                                         ----------        ---------
<S>                                                     <C>                <C>       
                                     ASSETS

Current assets:
  Cash and cash equivalents                               $  1,538           $  6,837
  Trade receivables, net                                    26,445             21,650
  Inventories                                               13,700             10,363
  Other current assets                                       4,195              3,645
                                                         ---------          ---------
     Total current assets                                   45,878             42,495
                                                          --------           --------
Property, plant and equipment, net                          37,505             34,674
Intangibles, net                                            38,053             21,468
Other assets                                                 7,746              4,272
                                                         ---------          ---------
                                                          $129,182           $102,909
                                                         =========          =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current installments of long-term debt                  $    964           $    844
  Notes payable                                              6,340                  -
  Other current liabilities                                 34,080             32,464
                                                          --------           --------
     Total current liabilities                              41,384             33,308
                                                          --------           --------

Long-term debt                                              45,592             47,920
Other liabilities                                            4,205              6,351
                                                         ---------          ---------
     Total liabilities                                      91,181             87,579
                                                          --------           --------
Stockholders' equity                                        38,001             15,330
                                                          --------           --------
                                                          $129,182           $102,909
                                                          ========           ========

</TABLE>







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