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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): June 2, 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 June 2, 1997, The Cooper Companies, Inc. (the  "Company")  issued a press
release  announcing  it has signed a  commitment letter with Key Bank  National
Association to provide a $50 million credit facility. 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 June 2, 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:  June 4, 1997








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                                  EXHIBIT INDEX


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<CAPTION>

Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page
- -------        -----------                                              -------------
<C>            <S>                                                      <C>
 99.1          Press Release dated June 2, 1997 of The Cooper
               Companies, Inc.


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CONTACT:

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

FOR IMMEDIATE RELEASE

                  COOPER TO RECEIVE $50 MILLION CREDIT FACILITY

Pleasanton,  Calif.,  June 2, 1997 - The Cooper  Companies,  Inc.  (NYSE/PE:COO)
announced  today that it expects to refinance a significant  portion of its debt
in the near  future.  It has signed a commitment  letter with Key Bank  National
Association,  a  commercial  lender,  to provide a $50  million  senior  secured
revolving  credit  facility with a term of five years and interest rates ranging
from 0.5% to 2.25% over the London  Interbank Offer Rate (LIBOR)  depending upon
certain  financial  ratios.  The  Company  intends to use the  proceeds to repay
approximately  $44 million of debt having  interest  rates  ranging from 8.5% to
12%. The Company  anticipates a closing during its fourth fiscal quarter and, at
current   LIBOR,   expects   cash  savings  from  a  reduction  in  interest  of
approximately  $1.2  million per annum going  forward,  the  favorable  earnings
impact of which will be partially  offset by an accounting entry associated with
previous debt extinguishment.

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.



                                     (MORE)







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This press release contains  forward-looking  statements regarding the Company's
results and  prospects.  Actual  results could differ  materially.  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.

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