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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 18, 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 18, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing the completion of its agreement with KeyBank National
Association to provide a $50 million senior secured revolving credit facility.
This release is filed as an exhibit hereto and incorporated by reference herein.



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

               (c) Exhibits.

Exhibit
  No.      Description

99.1       Press Release Dated September 18, 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:  September 18, 1997


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                                  EXHIBIT INDEX



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<CAPTION>
Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page

<S>            <C>                                                    <C>
99.1           Press Release Dated September 18, 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 RECEIVES $50 MILLION CREDIT FACILITY


Irvine, Calif., September 18, 1997 - The Cooper Companies, Inc. (NYSE: COO)
announced today the completion of its agreement with KeyBank National
Association 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% over the
London Interbank Offered Rates (LIBOR) depending upon certain financial ratios.
The Company intends to use the proceeds to fund acquisitions and, as required,
for general corporate purposes.

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. The Company's Internet address
is www.coopercos.com.

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