<PAGE>


<PAGE>

      As filed with the Securities and Exchange Commission on May 22, 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)

   Delaware           6140 Stoneridge Mall Road, Suite 590       94-2657368
(State or Other           Pleasanton, California 94588        (I.R.S. Employer
Jurisdiction of                 (510) 460-3600            Identification Number)
Incorporation or
 Organization)          (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 Securities to         Amount to be          Offering Price     Aggregate Offering         Amount of
           be Registered                       Registered            Per Unit (1)         Price (1)            Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>               <C>                        <C>
Common Stock ($0.01 par value)                   144,800                $20.8125          $3,013,650                 $914
- --------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights (2)              434,400             Not applicable           (2)                    $100
================================================================================================================================
</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 May 16,  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>

 PROSPECTUS
                              SUBJECT TO COMPLETION
                    PRELIMINARY PROSPECTUS DATED May 22, 1997

                           THE COOPER COMPANIES, INC.
                         144,800 Shares of Common Stock
                           ($.10 Par Value Per Share)

        This Prospectus relates to up to 144,800 shares (the "Shares") of common
stock, par value $.10 per share (the "Common Stock"),  of The Cooper  Companies,
Inc., a Delaware  corporation  (the  "Company"),  and the Rights  ("Rights")  to
acquire the Company's  Series A Junior  Participating  Preferred  Stock that are
attached  to and trade with the Common  Stock,  which may be offered for sale by
certain  stockholders  of the Company (the "Selling  Stockholders").  The Common
Stock and the Rights are herein  collectively  referred to as the  "Securities".
Such  sales  may be  effected  from  time to time  by the  Selling  Stockholders
directly or through one or more  broker-dealers,  in one or more transactions on
the New York Stock  Exchange  (the "NYSE") or the Pacific  Stock  Exchange  (the
"PSE") pursuant to and in accordance  with the rules of such  exchanges,  in the
over-the-counter  market,  in negotiated  transactions  or otherwise,  at prices
related to the prevailing  market prices or at negotiated  prices.  See "Plan of
Distribution."

        The Company  will not receive any of the  proceeds  from the sale of the
Securities.  The  Company  will  bear  all  expenses  of  the  offering  of  the
Securities,  except  that  the  Selling  Stockholders  will  pay any  applicable
underwriting  fees,  discounts or commissions and transfer taxes, as well as the
fees and disbursements of counsel to and experts for the Selling Stockholders.

        The Common  Stock is listed on the NYSE and the PSE. On May 21, 1997 the
last  reported sale price for the Common Stock of the Company as reported on the
NYSE Composite Tape was $21 1/8 per share.

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

          See "Risk  Factors"  commencing  on page 4 for a discussion of certain
factors that should be considered by  prospective  purchasers of the  Securities
offered hereby.

        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 date of this Prospectus is            , 1997

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



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.


<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 Reports on Forms 8-K dated January 10, 1997, January 30, 1997,
          February 10, 1997,  February 25, 1997, March 18, 1997, March 26, 1997,
          April 7, 1997 and May 21, 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 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  earnings  per share  associated  with
acquisitions  and  stock   issuances,   decisions  to  invest  in  research  and
development  projects,  regulatory  issues,  unexpected changes in reimbursement
rates and

                                       3


<PAGE>


<PAGE>

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.  ("CooperSurgical") 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 other holders of Common Stock. 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  approximately  12% 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'


                                       4

<PAGE>


<PAGE>

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

                            THE SELLING STOCKHOLDERS

        The  Securities  to be offered  under this  Prospectus  are owned by the
Selling  Stockholders  listed  in the  table  below.  The  Selling  Stockholders
acquired  the  Securities  in  connection  with the  merger of  Marlow  Surgical
Technologies,  Inc.,  an Ohio  corporation  ("Marlow"),  with  and  into  Marlow
Acquisition  Corp., a Delaware  corporation  and wholly owned  subsidiary of the
Company  ("Acquisition Sub"),  pursuant to the terms of an Agreement and Plan of
Merger dated as of April 3, 1997, among the Company, Acquisition Sub, Marlow and
certain shareholders of Marlow (the "Merger  Agreement").  Pursuant to the terms
of the Merger  Agreement,  the Company agreed to file a  registration  statement
covering the Securities with the Commission.

        Because the  Selling  Stockholders  may sell all or some  portion of the
Securities covered by this Prospectus, no estimate can be given as to the number
of Shares,  and the percentage of outstanding  shares of Common Stock, that will
be held by any of them after any particular sale.

        The following table  identifies each Selling  Stockholder and sets forth
information as of May 22, 1997 with respect to the Shares held and to be offered
under this Prospectus from time to time by each Selling Stockholder. Clifford A.
Marlow,  Scott C. Marlow and Mike Lanese are an Executive  Vice  President,  the
Director of Product  Development and a sales  representative,  respectively,  of
CooperSurgical.


          Selling Stockholder                                  Number of Shares
          -------------------                                  ----------------
          Clifford A. Marlow                                         75,221

          Scott C. Marlow                                            28,398

          Richard L. Hart                                             5,208

          Stanley Pollack                                            19,760

          James F. Daniell                                              732

          Marcus Tower                                                4,395

          H. M. Hasson, M.D.                                            732

          L&G Enterprises,                                              732
          a Kentucky Corp.

                                       5

<PAGE>


<PAGE>

          Selling Stockholder                                  Number of Shares
          -------------------                                  ----------------
          Robert E. Stone, M.D.                                         732

          Betsy Anne Pollack                                            293

          Catherine Ann Pollack                                         293

          Kurt Allen Marlow                                             440

          Kevin Patrick Marlow                                          440

          Kasey Hart Marlow                                             440

          Shakuntala Rao                                              1,171

          Dinkar Rao as Custodian for                                   292
          Seema Rao Under the Uniform
          Gifts to Minors Act

          Jacklyn Elizabeth Marlow                                      293

          Marcus E. Tower and                                           293
          Deborah R. Tower as
          Custodians for Katherine
          Tower Under the Uniform Gifts
          to Minors Act

          Marcus E. Tower and                                           293
          Deborah R. Tower as
          Custodians for M. Ryan Tower
          Under the Uniform Gifts to
          Minors Act

          Marcus E. Tower and                                           293
          Deborah R. Tower as
          Custodians for Colin Edward
          Tower

          Dinkar Rao                                                    284

          Mike Lanese                                                   203

                                       6

<PAGE>


<PAGE>
          Selling Stockholder                                  Number of Shares
          -------------------                                  ----------------
          Art Goddard                                                   203

          Mark Curtis                                                   813

          Gerald Greene                                                 813

          Michael Naughton                                            2,033
                                                                      -----
                                                                    144,800
                                                                    =======


                              PLAN OF DISTRIBUTION

        The Securities are being sold by the Selling  Stockholders for their own
account,  and the Company will not receive any of the proceeds  from the sale of
the Securities.

        The  distribution of the Securities by the Selling  Stockholders  may be
effected from time to time by the Selling  Stockholders  directly or through one
or more  brokers,  agents,  or  dealers in one or more  transactions  (which may
involve crosses and block  transactions) on the NYSE, the PSE or other exchanges
on which the Common  Stock is listed,  pursuant  to and in  accordance  with the
rules  of  such  exchanges,  in  the  over-the-counter   market,  in  negotiated
transactions or otherwise,  at prices related to prevailing  market prices or at
negotiated  prices.  In the event  that one or more  brokers,  agents or dealers
agree  to sell  the  Securities,  they  may do so by  purchasing  Securities  as
principals  or by selling  Securities as agents for a Selling  Stockholder.  Any
such  brokers,  agents or  dealers  who effect a sale of the  Securities  may be
deemed to be  "underwriters"  within the meaning of the Securities Act. Any such
broker,   agent  or  dealer  (i)  may  receive  compensation  from  the  Selling
Stockholders which may be deemed to be underwriting discounts or commissions and
(ii) may receive  commissions  from purchasers of the Securities for whom it may
act as agent. If any such broker or dealer purchases the Securities as principal
it may effect  resales of the  Securities  from time to time to or through other
brokers or dealers,  and such other brokers or dealers may receive  compensation
in the form of  concessions  or  commissions  from the  Selling  Stockholder  or
purchaser of the Securities for whom they may act as agents.

        The Company has advised each of the Selling Stockholders that it and any
such brokers,  dealers or agents who effect a sale of the Securities are subject
to the prospectus delivery  requirements of the Securities Act. The Company also
has  advised  each  of  the  Selling   Stockholders  that  in  the  event  of  a
"distribution" of its Securities, such Selling Stockholder and any broker, agent
or dealer who  participates  in such  distribution  may be subject to applicable
provisions  of the  Exchange  Act  and the  rules  and  regulations  thereunder,
including without limitation Rule 10b-6.

                                       7

<PAGE>


<PAGE>

        In  connection  with  distributions  of  the  Securities,   the  Selling
Stockholders may enter into hedging  transactions with  broker-dealers,  and the
broker-dealers  may engage in short  sales of the Common  Stock in the course of
hedging the  positions  they assume with the Selling  Stockholders.  The Selling
Stockholders  also may sell the Common Stock short and deliver the Securities to
close out such short  positions.  The Selling  Stockholders  also may enter into
option or other  transactions with  broker-dealers  that involve the delivery of
the Securities to the broker-dealers,  who may then resell or otherwise transfer
such Securities. The Selling Stockholders also may loan or pledge the Securities
to a broker-dealer  and the  broker-dealer  may sell the Securities so loaned or
upon a default may sell or otherwise transfer the pledged Securities.

        The Company will bear all  expenses of the  offering of the  Securities,
except that the Selling Stockholders will pay any applicable  underwriting fees,
discounts  or  commissions   and  transfer  taxes,  as  well  as  the  fees  and
disbursements of counsel to and experts for the Selling Stockholders.



                                       8

<PAGE>


<PAGE>


                                  LEGAL MATTERS

      The legality of the  Securities  offered  hereby will be passed upon for
the Company by Latham & Watkins, San Francisco, California.

                                     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.


                                       9

<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 or the Selling Stockholders.  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
        The Selling Stockholders......    5
        Plan of Distribution..........    7
        Legal Matters.................    9
        Experts.......................    9



                                 144,800 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  relating to the  registration  of the  Securities  will be
borne by the  Company.  Such  expenses  are set  forth in the table  below.  All
amounts are estimates except the Securities Act registration fee.


Securities Act Registration Fee .....................................     $1,014
Accounting Fees and Expenses ........................................      3,500
Legal Fees and Expenses (other than Blue Sky) .......................     10,500
Blue Sky Fees and Expenses ..........................................      2,000
Miscellaneous .......................................................      2,986
                                                                           -----
Total ...............................................................    $20,000
                                                                         =======


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 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.



<PAGE>


<PAGE>

         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 DGCL, 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  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


                                      II-2

<PAGE>


<PAGE>


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.

        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


                                      II-3

<PAGE>


<PAGE>


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

        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 3, 1994.

                                      II-4

<PAGE>


<PAGE>

        4.7     Agreement  and Plan of Merger  dated as of April 3, 1997,  among
                the  Registrant,   Marlow  Acquisition  Corp.,  Marlow  Surgical
                Technologies,  Inc.  and the  shareholders  of  Marlow  Surgical
                Technologies, Inc. named on Schedule I attached thereto.

        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).


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 registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pleasanton,  State of California, on the 22nd day of
May, 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           May 22, 1997
- ------------------------------       Officer and Director (Principal
A. Thomas Bender                     Executive Officer)

</TABLE>



                                      II-7


<PAGE>


<PAGE>


<TABLE>
<CAPTION>

            Signature                              Title                          Date
            ---------                              -----                          ----
<S>                                  <C>                                  <C> 


/s/ Robert S. Weiss                  Executive Vice President,            May 22, 1997
- ------------------------------       Treasurer, Chief Financial
Robert S. Weiss                      Officer and Director (Principal
                                     Financial Officer)


/s/ Stephen C. Whiteford             Vice President and Corporate         May 22, 1997
- ------------------------------       Controller (Principal Accounting
Stephen C. Whiteford                 Officer)


/s/ Allan E. Rubenstein, M.D.        Chairman of the Board of Directors   May 22, 1997
- ------------------------------
Allan E. Rubenstein, M.D.


/s/ Michael H. Kalkstein             Director                             May 22, 1997
- ------------------------------
Michael H. Kalkstein


/s/ Donald Press                     Director                             May 22, 1997
- ------------------------------
Donald Press


/s/ Moses Marx                       Director                             May 22, 1997
- ------------------------------
Moses Marx


/s/ Steven Rosenberg                 Director                             May 22, 1997
- ------------------------------
Steven Rosenberg


/s/ Stanley Zinberg, M.D.            Director                             May 22, 1997
- ------------------------------
Stanley Zinberg, M.D.

</TABLE>




                                      II-8

<PAGE>


<PAGE>


                                 EXHIBIT INDEX

      Exhibit
       Number                            Description
       ------                            ------------
        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 3, 1994.

        4.7     Agreement  and Plan of Merger  dated as of April 3, 1997,  among
                the  Registrant,   Marlow  Acquisition  Corp.,  Marlow  Surgical
                Technologies,  Inc.  and the  shareholders  of  Marlow  Surgical
                Technologies, Inc. named on Schedule I attached thereto.

        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).


                                      II-9


<PAGE>








<PAGE>


                        [LETTERHEAD OF LATHAM & WATKINS]





                                  May 22, 1997


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

               Re:    The Cooper Companies, Inc.
                      144,800 shares of Common Stock, par value $.10 per share
                      ---------------------------------------------------------

Ladies/Gentlemen:

               In connection with the registration of 144,800 shares of common
stock, par value $.10 per share, (the "Shares") of The Cooper Companies, Inc.
(the "Company") issued to certain stockholders of the Company, and 434,400
rights (the "Rights") to acquire 4,344 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 May 22, 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>

The Cooper Companies, Inc.
May 22, 1997
Page 2


               We have been furnished with, and with your consent have relied
upon, certificates of officers of the Company with respect to certain factual
matters. In addition, we have obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary.

               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 are 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 Cooper Companies, Inc. and the First National Bank of Boston, as
amended, are validly issued.

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

                                            Very truly yours,

                                           /s/ Latham & Watkins


<PAGE>






<PAGE>



                                                                    Exhibit 23.2

               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.



                                                       /s/ KPMG Peat Marwick LLP
                                                           KPMG Peat Marwick LLP

San Francisco, California
May 21, 1997


<PAGE>