<PAGE>


<PAGE>


                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.   20549
                                       FORM 10-Q


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

        For Quarterly Period Ended  April 30, 1997

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

        For the transition period from _______________ to _______________


Commission File Number 1-8597


                           The Cooper Companies, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                      94-2657368
- -------------------------------       --------------------
(State or other jurisdiction           (I.R.S. Employer
 of incorporation or                  Identification No.)
 organization)


6140 Stoneridge Mall Rd., Suite 590, Pleasanton,     CA 94588
- ----------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  12  months (or for such shorter period  that the  registrant  was
required  to  file  such  reports),  and (2) has  been  subject to  such  filing
requirements for the past 90 days.

                     Yes   X       No   
                          ---           ---

Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.

 Common Stock, $.10 par value      12,441,376 Shares
- -------------------------------    --------------------
           Class                     Outstanding at
                                      May 28, 1997





<PAGE>


<PAGE>












                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES



                                      INDEX


                                                        Page No.



PART I.  FINANCIAL INFORMATION


  Item 1.  Financial Statements

                Consolidated Condensed Statements of
                   Income - Three and Six Months
                   Ended April 30, 1997 and 1996                 3

                Consolidated Condensed Balance Sheets -
                   April 30, 1997 and October 31, 1996           4

                Consolidated Condensed Statements
                   of Cash Flows - Six Months Ended
                   April 30, 1997 and 1996                       5

                Notes to Consolidated Condensed
                   Financial Statements                          7


  Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                   12


PART II.  OTHER INFORMATION


  Item 4.  Submission of Matters to a Vote of
             Security Holders                                  19

  Item 6.  Exhibits and Reports on Form 8-K                    20

Signature                                                      21

Index of Exhibits                                              22




                                           2






<PAGE>


<PAGE>









                             PART I. FINANCIAL INFORMATION

                             Item 1. FINANCIAL STATEMENTS
                      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>















                             See accompanying notes.



                                       3





<PAGE>


<PAGE>




                       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 at cost                                 53,341            49,306
  Less, accumulated depreciation and
    amortization                                                      15,836            14,632
                                                                     -------           -------
                                                                      37,505            34,674
                                                                     -------           -------
Goodwill and other intangibles, net                                   38,053            21,468
Other assets                                                           7,746             4,272
                                                                     -------           -------
                                                                   $ 129,182         $ 102,909
                                                                     =======           =======

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Notes payable to related party                                     $   5,000         $       -
Other short-term debt                                                  2,304               844
Trade accounts payable                                                 7,369             4,560
Other current liabilities                                             17,563            18,367
Accrued income taxes                                                   9,148             9,537
                                                                     -------           -------
    Total current liabilities                                         41,384            33,308
                                                                     -------           -------
Long-term debt                                                        45,592            47,920
Other noncurrent liabilities                                           4,205             6,351
                                                                     -------           -------
    Total liabilities                                                 91,181            87,579
                                                                     -------           -------

Stockholders' equity:
Common stock, $.10 par value                                           1,244             1,167
Additional paid-in capital                                           198,264           184,300
Accumulated deficit                                                 (161,128)         (169,811)
Other                                                                   (379)             (326)
                                                                     -------           -------
Total stockholders' equity                                            38,001            15,330
                                                                     -------           -------
                                                                   $ 129,182         $ 102,909
                                                                     =======           =======

</TABLE>



                             See accompanying notes.

                                       4




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                          Six Months Ended
                                                               April 30,
                                                        1997            1996
                                                     ---------         -------
<S>                                                  <C>               <C>
Net cash provided (used) by operating            
  activities                                          $   295          $(7,358)
                                                       ------            -----
Cash flows from investing activities:
  Acquisitions                                         (7,046)          (3,596)
  Purchase of property, plant and
    equipment                                          (4,103)            (743)
  Investment in escrow funds                           (2,898)               -
  Other                                                  (365)             298
                                                       ------            -----
Net cash used by investing activities                 (14,412)           (4,041)
                                                       ------            -----
Cash flows from financing activities:
  Proceeds from related party note                      5,000                -
  Proceeds from industrial development note             3,000                -
  Proceeds from line of credit, net                     1,332            2,458
  Proceeds from long-term debt                              -            1,320
  Payments of current installments of
    long-term debt                                       (539)          (1,773)
  Other                                                    25               81
                                                       ------            -----
Net cash provided by financing activities               8,818            2,086
                                                       ------            -----
Net decrease in cash and cash equivalents              (5,299)          (9,313)
Cash and cash equivalents - beginning of
  period                                                6,837           11,207
                                                       ------            -----
Cash and cash equivalents - end of period            $ 1,538           $ 1,894
                                                      ======            ======
Cash paid for:
        Interest (net of amounts capitalized)        $ 2,763           $ 2,399
                                                      ======            ======
        Income taxes                                 $   374           $    63
                                                      ======            ======

</TABLE>





                             See accompanying notes.

                                       5





<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
           Consolidated Condensed Statements of Cash Flows, Concluded
                                 (In thousands)
                                   (Unaudited)

Supplemental schedule of noncash investing and financing activities:


<TABLE>
<CAPTION>
Acquisitions:                                 1997             1996
                                              ----             ----
<S>                                         <C>               <C>
Fair value of assets                        $18,483           $ 9,661

Less:
  Cash acquired                                 (45)             (404)
  Cash paid                                  (7,046)           (3,596)
  Company stock issued                       (4,662)               -
  Notes issued                               (4,500)           (4,000)

                                             ------            ------
Liabilities assumed and acquisition
  costs accrued                             $ 2,230           $ 1,661
                                             ======            ======

</TABLE>


In April 1996,  the Company  purchased the net assets of Unimar,  Inc. by paying
$3.6 million in cash and issuing $4 million in promissory  notes. See Note 4 for
a discussion of fiscal 1997 acquisitions.


                             See accompanying notes.

                                       6



<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


Note 1.  General

The Cooper  Companies,  Inc.,  and its  subsidiaries  (the  "Company")  develop,
manufacture and market healthcare  products,  including a range of hard and soft
daily,  flexible and extended wear contact  lenses and  diagnostic  and surgical
instruments and equipment. The Company also provides healthcare services through
the ownership of psychiatric  facilities  and by providing  outpatient and other
ancillary services.

During interim periods, the Company follows the accounting policies set forth in
its Form 10-K filed with the  Securities  and Exchange  Commission.  Readers are
encouraged  to  refer  to the  Company's  Form  10-K and its  Annual  Report  to
Stockholders for the fiscal year ended October 31, 1996 when reviewing this Form
10-Q.  Quarterly  results  reported  herein are not  necessarily  indicative  of
results to be expected for other quarters.

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain all  adjustments  necessary to present fairly the
Company's  consolidated  financial position,  results of its operations and cash
flows for those  periods  presented.  Other than a reduction  of $830,000 to the
deferred  tax asset  valuation  allowance  recorded  during the six months ended
April 30, 1997,  based on Management's  belief that the Company's future results
will  continue to compare  favorably  with those of the prior year,  adjustments
consist only of normal recurring items.

Note 2.  Inventories

Inventories are stated at the lower of cost, determined on a first in, first out
or average cost basis, or market.

The components of inventories are as follows:


<TABLE>
<CAPTION>
                                      April 30,          October 31,
                                        1997                1996
                                      ---------          ----------
                                                (In thousands)

        <S>                            <C>                 <C>
        Raw materials                 $ 2,837              $ 2,318
        Work-in-process                 1,148                1,028
        Finished goods                  9,715                7,017
                                       ------               ------
                                      $13,700              $10,363
                                       ======               ======

</TABLE>


                                       7




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 3. Long-Term Debt

Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                                 April 30,          October 31,
                                                   1997                 1996
                                                 --------            ----------
                                                       (In thousands)

<S>                                           <C>                     <C>
10% Senior Subordinated
  Secured Notes due 2003                      $24,041                 $24,285
10-5/8% Convertible Sub-
  ordinated Reset Debentures
  due 2005                                          -                   9,220
Promissory notes - Unimar                       4,155                   4,000
Promissory note - Wesley-Jessen
  Corporation ("W-J")                           4,500                       -
County of Monroe Industrial
  Development Agency ("COMIDA")
  Bond                                          3,000                       -
HGA term loan                                  10,342                  10,675
Other                                             518                     584
                                               ------                  ------
                                               46,556                  48,764
Less, current installments                        964                     844
                                               ------                  ------
                                              $45,592                 $47,920
                                               ======                  ======

</TABLE>


The Company called for redemption on April 9, 1997 (the  "Redemption  Date") all
$9,290,000  principal  amount  of its 10  5/8%  Convertible  Subordinated  Reset
Debentures due March 1, 2005  ("Debentures")  at 100% of principal  value,  plus
unpaid interest through the Redemption Date. On the Redemption Date,  holders of
47 Debentures received redemptions totaling $47,000 plus $527 of interest.

Holders of $9,243,000 of Debentures converted, at the rate of $15 per share, all
of their  Debentures  into  shares of the  Company's  common  stock.  A total of
616,187  shares  of the  Company's  common  stock,  plus $253 in cash in lieu of
fractional  shares,  were issued for the  conversion.  The holders who converted
forfeited  the right to receive any interest on such  Debentures  after March 1,
1997. No gain or loss was recorded by the Company.

W-J Promissory Note

The W-J promissory  note, due March 17, 2001, was issued in conjunction with the
acquisition of Natural Touch'r'.


                                       8




<PAGE>


<PAGE>





                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


(See Note 4.) Interest on the W-J promissory note is payable  semi-annually  and
accrues at a rate of 12% per annum, of which 8% per annum is payable in cash and
4% per annum is payable in kind.

COMIDA Bond

The COMIDA bond is a $3 million  Industrial  Revenue Bond ("IRB") to finance the
cost of plant expansion,  building  improvements,  and the purchase of equipment
related to CVI's Scottsville, New York, facility. Currently, interest on the IRB
is adjusted  weekly.  The interest  rate in effect on June 5, 1997 was 3.85% per
annum. Interest rates have ranged from 3.45% to 4.85% per annum since the COMIDA
bond was issued.  Principal  repayments are made quarterly,  beginning July 1997
and ending October 2012. At April 30, 1997,  unutilized proceeds of $2.9 million
from the IRB, which must be used for the aforementioned  project, are carried in
other  assets.  The IRB is secured by  substantially  all of CVI's rights to the
facility.

A letter of credit was issued by KeyBank  National  Association  ("KeyBank")  to
support  certain  obligations  under the COMIDA bond.  CVI is obligated to repay
KeyBank for draws under and expenses  incurred in connection  with the letter of
credit, pursuant to the terms of a Reimbursement Agreement,  which is guaranteed
by the Company.  The Reimbursement  Agreement contains customary  provisions and
covenants,  including the maintenance of certain ratios and levels of net worth.
CVI and COMIDA  have  granted a mortgage  lien on the  building  and real estate
located in  Scottsville  and a first lien  security  interest  on the  equipment
purchased  under  the bond  proceeds  to  KeyBank  to secure  payment  under the
Reimbursement Agreement.

Note 4.  Acquisitions

NATURAL TOUCH'r' ACQUISITION

In March  1997,  the  Company  acquired  the  United  States  rights to  Natural
Touch'r',  a line of opaque,  cosmetic contact lenses, from W-J for $7.5 million
($3 million in cash and a $4.5 million  promissory note) plus an ongoing royalty
ranging from 3% to 8% per annum on sales of Natural Touch'r' products other than
those supplied by W-J. The Company recorded  intangible assets of $8 million for
the patents,  trademarks and distribution rights, which will be amortized over 7
to 15 years (the life of the patents or trademark).

                                       9




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)

Presently,  a subsidiary of W-J  manufactures  and supplies the Company with the
products  for the Natural  Touch'r'  line.  A  divestiture  order  issued by the
Federal Trade  Commission  (the "FTC") in connection with the acquisition of the
Natural  Touch'r' line requires that the Company  either  develop on its own the
manufacturing  capabilities  to  produce  the  Natural  Touch'r'  line or find a
suitable third-party manufacturer to produce it. The FTC may require the Company
to divest  itself of the  Natural  Touch'r'  line if the  Company has not either
developed  manufacturing  capabilities  that meet  United  States  Food and Drug
Administration  ("FDA")  approval or found a suitable  third-party  manufacturer
meeting FDA approval  within 18 months from the closing date (which deadline may
be extended up to 42 months by the FTC).

MARLOW ACQUISITION

In  April  1997,  the  Company  acquired  Marlow  Surgical  Technologies,  Inc.,
("Marlow"),  a gynecology  products company,  for approximately  $3.2 million in
cash, liquidation of $900,000 of Marlow debt and 144,800 shares of the Company's
common stock valued at $2.9 million at closing. As part of the acquisition,  the
Company agreed to issue an additional $500,000 of its common stock (valued as of
the closing) on the third  anniversary  of the closing,  subject to reduction by
the  amount  of any  obligations  of the  seller to  indemnify  the  Company  in
connection with the acquisition. Also, the Company has guaranteed that the total
value  of  the  shares  of  its  common  stock  issued  or to be  issued  in the
acquisition (valued at $3.4 million in total at closing) will appreciate by $1.3
million by the third  anniversary  of the  acquisition.  This guarantee has been
included in the purchase price,  with a corresponding  credit to additional paid
in capital.  The  acquisition  has been accounted for as a purchase.  Initially,
$8.5 million has been  ascribed to goodwill,  which is being  amortized  over 20
years.

Note 5.  Cooper Life Sciences

In April 1997, the Company  issued two term notes to Cooper Life Sciences,  Inc.
("CLS")  totaling $5.0 million and bearing interest at the prime rate per annum.
The CLS term notes are due January 1998. CLS owns approximately 1,447,533 shares
(or  approximately  12%) of the  Company's  common  stock.  Two  members  of the
Company's  Board of  Directors  were  designated  by CLS and are also  directors
and/or  officers of CLS. In  addition,  a third  member owns the majority of the
capital stock of CLS.

                                       10




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Concluded
                                   (Unaudited)


Note 6. Impact of Statements of Financial  Accounting  Standards  Issued But Not

Adopted

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which
will be effective for financial statements for periods ending after December 15,
1997,  including  interim periods,  and established  standards for computing and
presenting earnings per share.  Earlier application is not permitted.  Beginning
with its unaudited  consolidated  condensed  financial  statements for the first
quarter of fiscal 1998, the Company will make the required  disclosures of basic
and diluted earnings per share and provide a reconciliation of the numerator and
denominator of its basic and diluted earnings per share computations.  All prior
period  earnings per share data will be restated by the Company upon adoption of
SFAS 128.

The Company  expects that basic  earnings per share figures to be reported under
SFAS 128 will be somewhat higher than the figures historically  reported, due to
the removal of common stock  equivalents  from the calculation of average shares
and that diluted earnings per share will not differ materially from historically
reported figures.


                                       11




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES

 
           Item 2. Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


References  to Note numbers below are  references  to the Notes to  Consolidated
Condensed Financial Statements located in Item 1.

                                 RESULTS OF OPERATIONS

Three and Six Months  Ended  April 30, 1997  Compared  with Three and Six Months
Ended April 30, 1996.

NET SALES OF  PRODUCTS:  Net sales of products  increased by $4.8 million or 31%
and $8.3  million  or 28% for the three and six  months  ended  April 30,  1997,
respectively.


<TABLE>
<CAPTION>

                                         (Dollars in 000's)
                    Three Months Ended                          Six Months Ended
                        April 30,                                  April 30,
            ---------------------------------          ----------------------------------
            1997          1996        % Incr.           1997         1996         % Incr.
            -----        ------       -------          ------       ------        -------

<S>         <C>          <C>            <C>            <C>          <C>             <C>
CVI*        $14,875      $12,158        22%            $27,107      $22,228         22%
CSI**         5,755        3,626        59%             10,550        7,110         48%
             ------       ------                        ------       ------
            $20,630      $15,784        31%            $37,657      $29,338         28%
             ======       ======                        ======       ======
</TABLE>



* CVI = CooperVision, Inc.
** CSI = CooperSurgical, Inc.

Net  sales  of CVI  increased  both  domestically  and in  Canada.  The  primary
contributors  to the  growth  included  increased  sales  of  the  Preference'r'
spherical product line and the Preference Toric'tm' product line, which together
grew by approximately 50% over the comparable  six-month period.  Sales of toric
lenses to correct  astigmatism,  CVI's leading product group,  grew 38% over the
comparable six-month period and accounted for 52% of its sales, up from 46% last
year. In March 1997, the Company  acquired Natural  Touch'r',  a line of opaque,
cosmetic  contact lenses (see Note 4), which  contributed over $700,000 of sales
in the second quarter of fiscal 1997.  These increases were partially  offset by
anticipated decreases in sales of more mature product lines.

At CSI,  year-to-date net sales increased by 48%. CSI's gynecology product lines
grew by approximately  64%, primarily due to sales of products acquired in April
1996 (Unimar'r') and April 1997 (Marlow). (See Note 4.)

                                       12




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


NET  SERVICE  REVENUE:  Hospital  Group of America,  Inc.'s  ("HGA") net service
revenue for the six-month  period of $24.4  million  increased by 24% as revenue
generated by Hampton Hospital has improved  dramatically  following a successful
transition  of the  physician  group  begun late in the first  quarter of fiscal
1996.  Revenue  continues to be pressured by the trend toward increased  managed
care,  which results in decreased  per diems and declines in average  lengths of
stay.  Management is  mitigating  these  pressures by  increasing  the number of
admissions to its  hospitals,  improving its payer mix and expanding  outpatient
and other  ancillary  services.  For the six-month  period ended April 30, 1997,
admissions  are up 25%,  and  outpatient  visits  are up 47% over the same  1996
period.  In April 1997, HGA opened the Midwest Center for Youth and Families,  a
50-bed  residential  treatment  facility  in  Kouts,  Indiana,  and set up a new
management  services  division,  which  contracts  to manage  behavioral  health
programs.


<TABLE>
<CAPTION>
                                                     (Dollars in 000's)
                                   Three Months Ended                   Six Months Ended
                                        April 30,                           April 30,
                            -------------------------------        -------------------------------
                                                    % Incr.                                % Incr.
                            1997         1996        (Decr.)       1997         1996         (Decr.)
                            ----         ----        -----         ----         ---          ------
<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 licensed
inpatient beds.

COST OF PRODUCTS SOLD: Gross profit (net sales of products less cost of products
sold) as a percentage of net sales of products ("margin") was as follows:


<TABLE>
<CAPTION>
                                        Margin %                          Margin %
                                   Three Months Ended                 Six Months Ended
                                        April 30,                         April 30,
                                   -------------------                -----------------
                                    1997          1996                  1997      1996
                                    ----          ----                  ----      ----
         <S>                         <C>           <C>                   <C>       <C>
         CVI                         77            76                    77        76
         CSI                         53            52                    53        51
         Consolidated                70            71                    70        70

</TABLE>


                                       13




<PAGE>


<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


CVI's margin  increased due to efficiencies  associated  with higher  production
volumes.  Also, CVI's product mix continues to improve,  with increased sales of
its toric contact lenses that generate higher margins.

Margin  improved at CSI primarily due to the successful  implementation  of cost
reduction programs associated with the Unimar Products acquired in April 1996.

COST OF SERVICES  PROVIDED:  Cost of  services  provided  represents  all normal
operating  costs (other than financing  costs and  amortization  of intangibles)
incurred by HGA in generating  net service  revenue.  The result of  subtracting
cost of services  provided from net service revenue is a profit of $2.3 million,
or 10%, and $0.5 million,  or 3%, of net service revenue in the first six months
of 1997 and 1996, respectively. The increase in profit is primarily attributable
to a combination of improved revenue and cost controls.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE: Selling, general and administrative
(SG&A) expenses by business unit and corporate were as follows:


<TABLE>
<CAPTION>
                                               (Dollars in 000's)
                            Three Months Ended                     Six Months Ended
                                April 30,                               April 30,
                  ----------------------------------       --------------------------------
                                 % Incr.                                % Incr.
                    1997           1996       (Decr.)         1997        1996       (Decr.)
                  -------        -------       -----        -------     -------       -----
<S>               <C>            <C>            <C>         <C>         <C>            <C>
CVI               $ 5,533        $ 4,353        27%         $10,315     $ 8,516        21%
CSI                 2,172          1,433        52%           3,970       2,714        46%
Corporate/
Other               1,389          1,799       (23%)          2,755       3,114       (12%)
                   ------         ------                     ------      ------
                  $ 9,094        $ 7,585        20%         $17,040     $14,344        19%
                   ======         ======                     ======      ======

</TABLE>



SG&A expenses for the three- and six-month  periods have  increased 20% and 19%,
respectively,  largely  as  a  result  of  (1)  higher  selling,  promotion  and
distribution  costs at CVI, which contributed to a 22% year-to-year  increase in
sales and (2) CSI SG&A expenses  related to the Unimar and Marlow  acquisitions,
which were primarily  responsible  for the  year-to-year  increase of 48% in CSI
1997  revenue  over 1996.  The  decrease  in  Corporate/Other  SG&A  expenses is
primarily the result of the consolidation of the executive headquarters.

                                       14




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


INCOME FROM OPERATIONS:  As a result of the variances  discussed  above,  income
from operations  improved by $2.2 million, or 54%, and $4.6 million, or 80%, for
the three- and six-month periods, respectively. Income (loss) from operations by
business unit and corporate was as follows:


<TABLE>
<CAPTION>
                                              (Dollars in 000's)
                            Three Months Ended                     Six Months Ended
                                 April 30,                             April 30,
                    --------------------------------         --------------------------------
                     1997          1996        Incr.          1997        1996          Incr.
                    ------        ------      ------         ------      ------      --------
<S>                   <C>       <C>          <C>            <C>         <C>          <C>    
   CVI                $ 5,565   $ 4,651      $   914        $ 9,995     $ 7,880      $ 2,115
   CSI                    483       281          202            902         573           329
   HGA                  1,615       948          667          2,237         446         1,791
   Corporate/
   Other               (1,389)   (1,805)         416         (2,755)     (3,125)         370
                       ------    ------       ------         ------      ------       ------
                      $ 6,274   $ 4,075      $ 2,199        $10,379     $ 5,774      $ 4,605
                       ======    ======       ======         ======      ======       ======
</TABLE>



INTEREST EXPENSE: The decrease in interest expense primarily due to: (1) reduced
interest  rates on the HGA term  loan and the CVI line of  credit,  (2)  reduced
interest as a result of the Debenture  redemption  and (3) reduced  borrowing on
the line of credit at CVI, partially offset by increased interest for the Unimar
Note, W-J Note, CLS Note and COMIDA Bond. (See Notes 3 and 5.)

PROVISION FOR INCOME TAXES:  The 1997  provision for federal and state taxes for
the first six months of  $200,000  was offset by a reversal  of  $215,000 of tax
accruals no longer  required,  and the  recognition of an additional  income tax
benefit of  $830,000  from  reducing  the  valuation  allowance  against the net
deferred tax assets,  based on  Management's  belief that the  Company's  future
results will  continue to compare  favorably  with those of the prior year.  The
Company recorded no deferred tax benefit prior to the fourth quarter of its 1996
fiscal  year.  The  provision  for the first six  months of fiscal  1996 was for
federal and state taxes.


                                       15




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


                          CAPITAL RESOURCES & LIQUIDITY

The  Company's  financial  condition  continues  to  strengthen  in  each of the
Company's business segments.  On a consolidated  basis,  revenue improved by $13
million,  or 27%, and operating income improved by $4.6 million,  or 80%, in the
first six months of 1997 over the same  period in 1996.  The  Company  generated
$2.5 million of cash flow from  operating  activities  in the second  quarter of
1997. The 1997 six month cash flow from operating activities is at $0.3 million,
a $7.7 million improvement over the $7.4 million of negative operating cash flow
experienced for the same period in 1996.

The primary  uses of cash for  operating  activities  in the first six months of
1997 included  payments of $2.2 million  associated with  settlements of certain
disputes and  payments  totaling  $2.0 million to fund fiscal 1996  entitlements
under the Company's annual bonus plans.  Cash  disbursements  for 1996 operating
activities for the same period included payments of $4.4 million associated with
settlements  of certain  disputes  and  payments  totaling  $2.0 million to fund
fiscal 1995 entitlements under the Company's annual bonus plans. Primary uses of
cash for investing  activities  for the six months ended April 30, 1997 included
purchases  of  property,   plant  and   equipment  of  $4.1  million  of  which,
approximately   $0.9  million  relates  to   CooperVision's   expansion  of  the
Scottsville,  New York,  plant,  and  approximately  $1.7 million relates to the
construction  of the  Midwest  Center  for Youth  and  Families,  a  residential
treatment  center  that HGA  opened in April  1997.  Investing  activities  also
included cash paid for acquisitions of $3.0 million for Natural Touch'r', a line
of opaque contact lenses from Wesley-Jessen and $4.1 million for Marlow Surgical
Technologies,  Inc., a gynecology products company,  investments in escrow funds
of $2.9  million and other  investment  activities  of $0.4  million.  Financing
activities  related  primarily to a $1.3 million draw down on the Company's line
of  credit,  $5.0  million  Cooper  Life  Sciences  term  loan and $3.0  million
industrial  development  note,  all of  which  were  primarily  used to  support
investing  activities.  The Company  plans to maximize  the value of the line of
credit by maintaining an outstanding amount until it is refinanced.

On April 9, 1997,  the Company  redeemed or converted into common stock all $9.3
million  principal  amount  of its  Debentures.  The  Company  expects  that the
redemption or conversion will not be dilutive to 1997 earnings. See Note 3 for a
further discussion of the redemption.

                                       16




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued

The Company  currently  anticipates  that  operating  cash flows of its existing
businesses will be positive for the balance of fiscal 1997.

In addition,  the Company 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  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 a previous debt restructuring.  The Company expects that the new
facility will be secured by  substantially  all of the assets of the Company and
its subsidiaries.

The Company is evaluating acquisition opportunities which, if consummated, would
be funded by a combination of cash then on hand and/or other financing vehicles.
The Company has an effective shelf  registration  statement under the Securities
Act of 1933 (the "Securities Act") relating to 2,500,000 shares of the Company's
common stock,  and the Company may seek to obtain such funds through one or more
equity offerings of its common stock  thereunder.  The Company may use any funds
raised   through  such   issuances   of  common  stock  to  reduce   outstanding
indebtedness, to fund acquisitions or for general corporate purposes.

STATEMENT REGARDING PRIOR PROJECTIONS; FORWARD-LOOKING STATEMENTS

The Company has made certain  projections  in prior reports and other  documents
filed with the Securities and Exchange Commission (the "Commission"),  including
projections of sales, market share and operating income for CVI,  projections of
sales and operating income for CSI,  projections of revenue and operating income
for HGA,  projections  of  consolidated  revenue  and  operating  income for the
Company and  projections of earnings per share for the Company (any and all such
projections,  collectively, the "Projections"). The Projections are contained in
the  following  documents:  (i) Annual  Report on Form 10-K for the fiscal  year
ended  October 31, 1996 (the "1996  10-K"),  (ii) the portions of the  Company's
1996 Annual Report to Stockholders  that have been  incorporated by reference in
the 1996 10-K,  (iii) 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

                                       17




<PAGE>


<PAGE>




                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Concluded


10-K, (iv) Quarterly  Report on Form 10-Q for the quarter ended January 31, 1997
and (v) Current  Reports on Form 8-K dated  January 10, 1997,  January 30, 1997,
February 10, 1997,  February 25, 1997,  March 18, 1997, March 26, 1997, April 7,
1997, May 21, 1997 and June 2, 1997.

In light of the  fact  that the  Company  has an  effective  shelf  registration
statement under the Securities Act relating to 2,500,000 shares of the Company's
common stock and may  determine to issue shares of its common stock  thereunder,
the Company has determined, pursuant to Section 27A(d) of the Securities Act and
Section 21E(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"), not
to update the  Projections  at this time or issue further  projections of sales,
revenue,  market  share,  operating  income or earnings  per share.  The Company
reserves the right,  in its sole discretion and without any obligation to do so,
to update the  Projections or to resume issuing  projections of sales,  revenue,
operating income and earnings per share in the future. In addition,  the Company
may make other  statements that are  "forward-looking  statements" as defined in
Section 27A(i) of the Securities Act and Section 21E(i) of the Exchange Act. The
Projections  are deemed  modified and superseded by the preceding  paragraph and
this paragraph.

Cautionary statement for purposes of the "Safe Harbor" provisions of the Private
Securities  Litigation Reform Act of 1995. Statements contained in this document
that are not based on historical fact may be "forward-looking statements" within
the  meaning  of  the  Private   Securities   Litigation  Reform  Act  of  1995.
Forward-looking   statements  may  be  identified  by  use  of   forward-looking
terminology  such  as  "may,"  "will,"   "expect,"   "estimate,"   "anticipate,"
"continue" or similar terms,  variations of those terms or the negative of those
terms.  Certain  statements  set forth in this  document  constitute  cautionary
statements  identifying  important  factors that could cause  actual  results to
differ  materially  from  those  contained  in the  forward-looking  statements.
Additional 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
subsidiary of the Company meeting specific objectives.

                                       18




<PAGE>


<PAGE>





 
                          PART II - OTHER INFORMATION



Item 4. Submission of Matters to a Vote of Security Holders.

The 1997 Annual Meeting of Stockholders was held on March 25, 1997.

Each of eight  individuals  nominated  to serve as  directors of the Company was
elected to office:


<TABLE>
<CAPTION>
                                                            Votes
Director                                Votes For         Withheld
- --------                                ---------         --------
<S>                                    <C>                <C>   
A. Thomas Bender                        10,713,298         33,968
Michael H. Kalkstein                    10,713,676         33,590
Moses Marx                              10,713,304         33,962
Donald Press                            10,713,676         33,590
Steven Rosenberg                        10,711,771         35,495
Allen E. Rubenstein, M.D.               10,713,676         33,590
Robert S. Weiss                         10,713,318         33,948
Stanley Zinberg, M.D.                   10,713,643         33,623

</TABLE>


Stockholders  were also asked to ratify the appointment of KPMG Peat Marwick LLP
as independent  certified public accountants for the Company for the fiscal year
ending October 31, 1997. A total of 10,702,935 shares were voted in favor of the
ratification, 26,023 shares were voted against it and 18,308 shares abstained.

                                       19




<PAGE>


<PAGE>




                           PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits


<TABLE>
<CAPTION>

     Exhibit
     Number                Description
     -------               ------------
    <S>                     <C>  
     11                    Calculation of Earnings Per Share.

     27                    Financial Data Schedule.

</TABLE>



     (b)  The Company filed the following reports on Form 8-K during the period
          from February 1, 1997 to April 30, 1997.


<TABLE>
<CAPTION>

     Date
   of Report                                  Item Reported
   ---------                                  -------------
   <S>                                        <C>
   February 10, 1997                          Item 5.  Other Events.
   February 25, 1997                          Item 5.  Other Events.
   March 18, 1997                             Item 5.  Other Events.
   March 26, 1997                             Item 5.  Other Events.
   April 7, 1997                              Item 5.  Other Events.

</TABLE>


                                       20




<PAGE>


<PAGE>




                                   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 thereunto duly authorized.



                                               The Cooper Companies, Inc.
                                           -------------------------------------
                                                      (Registrant)



Date: June 11, 1997                               /s/ Robert S. Weiss
                                           -------------------------------------
                                            Executive Vice President, Treasurer
                                                 and Chief Financial Officer

                                       21




<PAGE>


<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                                Index of Exhibits
                                -----------------


<TABLE>
<CAPTION>

Exhibit No.                                                             Page No.
- ----------                                                              --------
 <S>               <C>
   11              Calculation of Earnings Per Share.

   27              Financial Data Schedule.

</TABLE>


                             STATEMENT OF DIFFERENCES
                             ------------------------

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


                                       22




<PAGE>








<PAGE>

                                   Exhibit 11
                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                        Calculation of Earnings Per Share
                    (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>     
Primary:
- --------
Net income                             $  5,373        $  2,809           $  8,683        $ 3,461
                                         ======          ======             ======         ======
Weighted average
  number of common
  shares outstanding                     11,924          11,653             11,798         11,630
Number of common
  equivalent shares
  using the treasury
  stock method                              305              71                254             85
                                         -------          ------            ------         ------
Average number of
  common shares used
   to compute earnings
  per share                              12,229          11,724             12,052         11,715
                                         ======          ======             ======         ======
Earnings per share                     $    .44        $    .24           $    .72        $   .30
                                         ======          ======             ======         ======
Fully Diluted:
- --------------
Net income                             $  5,373        $  2,809           $  8,683       $  3,461
                                         ======          ======             ======         ======
Weighted average
  number of common
  shares outstanding                     11,924          11,653            11,798          11,630
Number of common
  equivalent shares
  using the treasury
  stock method                              319              166              309             147
                                         -------          ------           ------          ------
Average number of
  common shares used
  to compute earnings
  per share                              12,243          11,819            12,107          11,777
                                         ======          ======            ======          ======

Earnings per share                     $    .44        $    .24          $    .72         $   .29
                                         ======          ======            ======          ======

</TABLE>


                                       23




<PAGE>





<TABLE> <S> <C>

<ARTICLE>                            5
<MULTIPLIER> 1,000
       
<S>                                                <C>
<PERIOD-TYPE>                                             6-MOS
<FISCAL-YEAR-END>                                   OCT-31-1997
<PERIOD-END>                                        APR-30-1997
<CASH>                                                    1,538
<SECURITIES>                                                  0
<RECEIVABLES>                                            29,674
<ALLOWANCES>                                              2,586
<INVENTORY>                                              13,700
<CURRENT-ASSETS>                                         45,878
<PP&E>                                                   53,341
<DEPRECIATION>                                           15,836
<TOTAL-ASSETS>                                          129,182
<CURRENT-LIABILITIES>                                    41,384
<BONDS>                                                  45,306
<PREFERRED-MANDATORY>                                         0
<PREFERRED>                                                   0
<COMMON>                                                  1,244
<OTHER-SE>                                               36,757
<TOTAL-LIABILITY-AND-EQUITY>                            129,182
<SALES>                                                  37,657
<TOTAL-REVENUES>                                         62,039
<CGS>                                                    11,135
<TOTAL-COSTS>                                            33,190
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                        2,484
<INCOME-PRETAX>                                           7,838
<INCOME-TAX>                                              (845)
<INCOME-CONTINUING>                                       8,683
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                              8,683
<EPS-PRIMARY>                                               .72
<EPS-DILUTED>                                               .72
        



<PAGE>