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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): September 3, 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 September 3, 1997, The Cooper Companies, Inc. (the "Company") issued two
press releases: (1) announcing it had signed a non-binding letter of intent
with Aspect Vision Care, Ltd. to acquire substantially all of Aspect Vision Care
and (2) providing certain commentary with respect thereto. These releases are
filed as an exhibit hereto and incorporated by reference herein.



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.


<TABLE>
<CAPTION>
Exhibit
  No.        Description
<S>          <C>
99.1         Two Press Releases Dated September 3, 1997 of The Cooper Companies, Inc.
</TABLE>





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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:  September 3, 1997



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                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page
<S>            <C>                                                    <C>
99.1           Two Press Releases Dated September 3, 1997 of The
               Cooper Companies, Inc.
</TABLE>



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CONTACTS:

NORRIS BATTIN                                 ANTHONY D. GALLEY
THE COOPER COMPANIES, INC.                    ASPECT VISION CARE, LTD.
888-822-2660                                  +44 1703 353900
714-673-4299                                  AGALLEY@aspect-vision.co.uk
nbattin@usa.net

FOR IMMEDIATE RELEASE

                  COOPER COMPANIES SIGNS LETTER OF INTENT TO ACQUIRE
                                  ASPECT VISION CARE


        IRVINE, Calif., and Southampton, England, September 3, 1997 - The Cooper
Companies, Inc. (NYSE:COO) and Aspect Vision Care, Ltd. announced today that the
two companies have signed a non-binding letter of intent for Cooper to acquire
substantially all of Aspect Vision Care.


        Aspect Vision Care, a privately-held manufacturer of high-quality
contact lenses, markets primarily in the United Kingdom and other European
countries. Aspect Vision will become a subsidiary of CooperVision, Inc., the
Company's contact lens business, and continue to operate under its current name
and management, who will retain an equity stake in the new business. The Company
estimates that Aspect Vision's revenues in its first full year with CooperVision
will be approximately $45 to $50 million.

        Completion of the acquisition is subject to execution of a definitive
agreement containing customary conditions and approval by both boards of
directors and the shareholders
 of Aspect Vision. The acquisition is expected to
close during Cooper's first fiscal quarter ending January 31, 1998. Terms were
not announced.


                                  (more, more)


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        Aspect Vision is known for its high-quality lenses featuring exceptional
comfort, handling characteristics and range of fit, and its patented
UltraSYNC'tm' manufacturing system, especially in relation to disposable
spherical contact lenses used to correct commonly occurring visual defects.
CooperVision is a leading supplier of specialty lenses, particularly toric
lenses to correct astigmatism, a defect in the shape of the cornea that causes
distorted vision.

        "Aspect Vision Care would provide CooperVision with an ideal platform to
launch our specialty lens product line into the European market," said A. Thomas
Bender, chief executive officer of the Company and president of CooperVision. We
both approach the market with the same philosophy, emphasizing high quality
products and customer service, so the fit should be excellent." Over the past
three years, Aspect Vision has achieved compounded revenue growth of
approximately 55 percent.

        Bender added, "Aspect has a strong, well-established franchise,
extensive manufacturing expertise and an outstanding management with many years
of experience in the contact lens business. As CooperVision's business is
predominantly in North America, the geographic fit for both companies is ideal.
CooperVision would be able to offer Aspect's full range of traditional and
frequent replacement products to practitioners in selected market niches in our
dominant territories and Aspect would be able to offer CooperVision's torics in
theirs."

        CooperVision's fiscal 1996 revenue was $48.9 million. Through
nine-months of 1997, its sales have increased year to year 28% to $44.9 million.
Toric lenses to correct astigmatism accounted for more than half of
CooperVision's sales during this period.

        Together, Aspect Vision and CooperVision will form the only contact lens
company in the world able to produce lenses from the three major contact lens
manufacturing technologies: cast molding, precision lathing and CooperVision's
proprietary combination of lathing and molding called FIPS'tm'. With this
complete range of technologies, CooperVision will be able to offer their
customers a wide range of lenses and wearing cycles to meet the needs of most
contact lens patients.
                                 (more, more)



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        Statements in this press release 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 the use of forward-looking terminology such as "may", "will",
"expect", "estimate", "anticipate", "continue" or similar terms. Certain
statements in the Company's periodic and other filings with the Securities and
Exchange Commission, including all statements under the headings "Risk Factors"
and "Recent Developments" in the Prospectus and Prospectus Supplement for the
Company's common stock attached as an exhibit to Form 8-K filed July 23, 1997,
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; decisions to invest in research and development and other start-up
projects; dilution to earnings per share associated with acquisitions or stock
issuance; regulatory issues; unexpected changes in reimbursement rates and
payor mix; costs associated with debt restructuring; unforeseen litigation and
decisions to divest businesses. Future results are also dependent on each
subsidiary of the Company meeting specific objectives. The combination with
Aspect Vision will depend on consummation of the transaction and Aspect
meeting its business objectives.

        The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products and services. Corporate offices are located
in Irvine and Pleasanton, Calif. 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. CooperSurgical, Inc., headquartered in Shelton, Conn., markets
diagnostic and surgical instruments, equipment and accessories for the
gynecological market. Hospital Group of America, Inc. provides psychiatric
services through hospitals in New Jersey, Delaware, Illinois and Indiana and
satellite locations near these facilities.

        NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data for The
Cooper Companies. Cooper's World Wide Web address is www.coopercos.com.
Aspect Vision Care can be found at www.aspect-vision.co.uk.

                                      -30-



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CONTACT:

Norris Battin
The Cooper Companies, Inc.
888-822-2660
714-673-4299
nbattin@usa.net

FOR IMMEDIATE RELEASE

            COOPER COMPANIES COMMENTS ABOUT PROPOSED ASPECT VISION
                              ACQUISITION


        IRVINE, Calif., September 3, 1997 - The Cooper Companies, Inc.
(NYSE:COO) said today that its recently announced proposed acquisition of Aspect
Vision, Ltd., a British contact lens manufacturer, is expected to be nondilutive
during Aspect's first 12 months as part of Cooper and highly accretive in the
longer term.

        Statements in this press release 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 the use of forward-looking terminology such as "may", "will",
"expect", "estimate", "anticipate", "continue" or similar terms. Certain
statements in the Company's periodic and other filings with the Securities and
Exchange Commission, including all statements under the headings "Risk Factors"
and "Recent Developments" in the Prospectus and Prospectus Supplement for the
Company's common stock attached as an exhibit to Form 8-K filed July 23, 1997,
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; decisions to invest in research and development and other start-up
projects; dilution to earnings per share associated 



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with acquisitions or stock issuance; regulatory issues; unexpected changes in
reimbursement rates and payor mix; costs associated with debt restructuring;
unforeseen litigation and decisions to divest businesses. Future results are
also dependent on each subsidiary of the Company meeting specific objectives.
The combination with Aspect Vision will depend on consummation of the
transaction and Aspect meeting its business objectives.

        The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products and services. Corporate offices are located
in Irvine and Pleasanton, Calif. 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. CooperSurgical, Inc., headquartered in Shelton, Conn., markets
diagnostic and surgical instruments, equipment and accessories for the
gynecological market. Hospital Group of America, Inc. provides psychiatric
services through hospitals in New Jersey, Delaware, Illinois and Indiana and
satellite locations near these facilities.

        NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data for The
Cooper Companies. Cooper's World Wide Web address is www.coopercos.com.
Aspect Vision Care can be found at www.aspect-vision.co.uk.


                                        --30--



                     STATEMENT OF DIFFERENCES

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



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