<PAGE>
 

<PAGE>

               Section 240.14a-101  Schedule 14A.
          Information required in proxy statement.
                 Schedule 14A Information
   Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                        (Amendment No.  )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted
     by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section
     240.14a-12

                 THE COOPER COMPANIES INC.
 .................................................................
     (Name of Registrant as Specified In Its Charter)


 .................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[X]  No fee required
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11

     (1) Title of each class of securities to which transaction
           applies:


     ............................................................

     (2)  Aggregate number of securities to which transaction
           applies:


     .......................................................

     (3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):


     .......................................................

     (4) Proposed maximum aggregate value of transaction:


     .......................................................

     (5)  Total fee paid:


     .......................................................

[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for
     which the offsetting fee was paid previously.  Identify the
     previous filing by registration statement number, or the
     Form or Schedule and the date of its filing.

          (1) Amount Previously Paid:

           
          .......................................................

          (2) Form, Schedule or Registration Statement No.:


          .......................................................

          (3) Filing Party:


          .......................................................

          (4) Date Filed:

            
          .......................................................







<PAGE>
 

<PAGE>
                                     [Logo]
 
                                                               February 10, 1999
 
Dear Stockholder:
 
     You are invited to join us at the 1999 Annual Meeting of Stockholders of
The Cooper Companies, Inc. on Thursday, March 18, 1999, at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY beginning at 10:00 a.m.
 
     At the Annual Meeting the Stockholders will be asked to elect eight
directors, approve an increase in the number of authorized shares of common
stock to 40,000,000 and ratify the appointment of the Company's auditors for
fiscal 1999.
 
     It is important that your shares be voted whether or not you plan to be
present at the meeting. Please complete, sign, date, and return the enclosed
form of proxy promptly. If you attend the meeting and wish to vote your shares
in person, you may revoke your proxy.
 
     This booklet includes the notice of the meeting and the Proxy Statement,
which contains information about the formal business to be acted upon by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.
 
                                          Sincerely,

                                          /s/ ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board of Directors







<PAGE>
 

<PAGE>
                           THE COOPER COMPANIES, INC.
                      6140 STONERIDGE MALL ROAD, SUITE 590
                              PLEASANTON, CA 94588
 
                         ------------------------------
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         ------------------------------
 
To the Stockholders of
THE COOPER COMPANIES, INC.
 
     NOTICE IS HEREBY GIVEN that the Annual Meeting of The Cooper Companies,
Inc., a Delaware corporation (the 'Company'), will be held on March 18, 1999, at
the New York Marriott East Side, 525 Lexington Avenue, New York, NY, at 10:00
a.m., for the purpose of considering and acting upon the following:
 
          1. The election of a Board of eight directors.
 
          2. The amendment of the Amended and Restated Certificate of
     Incorporation to increase the number of authorized shares of the Company's
     common stock from 20,000,000 to 40,000,000 shares.
 
          3. The ratification of the appointment of KPMG LLP as independent
     certified public accountants of the Company for the fiscal year ending
     October 31, 1999.
 
          4. The transaction of such other business as may properly come before
     the meeting or any adjournments or postponements thereof.
 
     Only stockholders of record at the close of business on February 1, 1999
will be entitled to notice of and to vote at the meeting and any adjournments or
postponements thereof.
 
     Enclosed with this Notice are a Proxy Statement, a proxy card and a return
envelope, as well as a copy of the Company's Annual Report for the fiscal year
ended October 31, 1998.
 
     All stockholders are cordially invited to attend the meeting in person.
Whether or not you plan to attend, please COMPLETE, SIGN and DATE the enclosed
proxy card and MAIL it promptly in the enclosed postage paid envelope.
 
                                          By Order of the Board of Directors
 
                                          /s/ CAROL R. KAUFMAN
                                          CAROL R. KAUFMAN
                                          Secretary
 
Dated: February 1, 1999








<PAGE>
 

<PAGE>
                           THE COOPER COMPANIES, INC.
                      6140 STONERIDGE MALL ROAD, SUITE 590
                              PLEASANTON, CA 94588
                               ------------------
                                PROXY STATEMENT
                                      FOR
                         ANNUAL MEETING OF STOCKHOLDERS
                                 MARCH 18, 1999
                               ------------------
 
INFORMATION REGARDING PROXIES
 
     The accompanying proxy card is solicited by and on behalf of the Board of
Directors of The Cooper Companies, Inc. (the 'Company') for use at the Annual
Meeting of Stockholders to be held on March 18, 1999 at the New York Marriott
East Side, 525 Lexington Avenue, New York, NY, at 10:00 a.m., and at any
adjournments or postponements thereof. This Proxy Statement and the accompanying
proxy card are first being mailed to stockholders on or about February 10, 1999.
 
     When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented will be voted at the Annual
Meeting in accordance with the indicated directions. If a proxy card is properly
executed but no directions are indicated, the shares will be voted FOR each of
the nominees for director as shown on the form of proxy card, FOR an amendment
to the Amended and Restated Certificate of Incorporation to increase the
authorized shares of common stock and FOR ratification of the appointment of
KPMG LLP as independent certified public accountants of the Company. The Board
of Directors is not aware of any other business to come before the Annual
Meeting. If any other matters should properly come before the Annual Meeting or
any adjournments or postponements thereof for which specific authority has not
been solicited from the stockholders, then, to the extent permissible by law,
the persons voting the proxies will use their discretionary authority to vote in
accordance with their best judgment. A stockholder who executes and returns the
enclosed proxy card may revoke it at any time prior to its exercise by giving
written notice of such revocation to the Secretary of the Company, by executing
a subsequently dated proxy card or by voting in person at the Annual Meeting.
Attendance at the Annual Meeting by a stockholder who has executed and returned
a proxy card does not alone revoke such proxy.
 
     The Company will pay all costs associated with soliciting proxies. In
addition to the solicitation of proxies by mail, officers, directors and other
employees of the Company, acting on its behalf, may solicit proxies by
telephone, facsimile or personal interview. Also, the Company has retained D.F.
King & Co., Inc. to aid in the solicitation of proxies, for which the Company
will pay a fee of $10,000 plus reasonable expenses. The Company will, at its
expense, request brokers and other custodians, nominees and fiduciaries to
forward proxy soliciting material to the beneficial owners of shares held of
record by such persons.
 
OUTSTANDING STOCK AND VOTING RIGHTS
 
     As of the close of business on February 1, 1999, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were outstanding [shares on record date] shares of the Company's
common stock, $.10 par value per share, each of which is entitled to one vote at
the Annual Meeting. Under the Company's By-laws and Delaware law, shares
represented by proxies that reflect abstentions or 'broker non-votes' (i.e.,
shares held by a broker or nominee which are represented at the meeting, but
with respect to which such broker or nominee is not empowered to vote on a
particular proposal) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum. Directors will be
elected by the favorable vote of a plurality of the shares of common stock
present and entitled to vote, in person or by proxy, at the Annual Meeting.
Abstentions as to the election of directors will not affect the election of the
candidates receiving a plurality of votes. The proposal to approve the increase
in the number of authorized shares of common stock requires the affirmative vote
of the majority of the outstanding shares of common stock, and the proposal to
ratify the appointment of the Company's independent certified public accountants
requires the approval of the majority of shares present in person or represented
by proxy at the Annual Meeting and entitled to vote on such proposal.
Abstentions to these proposals will have the same effect as votes against them.
 




<PAGE>
 

<PAGE>
Shares represented by proxies that reflect broker non-votes will have the same
effect as a vote against the proposal to increase the number of authorized
shares of common stock, but be treated as not entitled to vote for purposes of
determining approval of the proposal to ratify the appointment of the Company's
independent certified public accountants and will not have any effect on the
outcome of such proposal.
 
                     PROPOSAL 1  --  ELECTION OF DIRECTORS
 
     The Company's By-laws provide for no fewer than six and no more than eleven
directors, as determined by the Board of Directors, which has fixed the number
of directors to be elected at the 1999 Annual Meeting at eight, each of these
directors to serve until the next Annual Meeting of Stockholders and until his
successor is duly elected and qualified. The Board of Directors recommends that
each of the nominees for director described below be elected to serve as a
director of the Company. All nominees have consented to be named and have
indicated their intention to serve if elected. The Board of Directors does not
expect that any nominee will be unavailable for election or unable to serve. If
any nominee is not available for election or able to serve as a director, the
accompanying proxy will be voted for the election of such other person, if any,
as the Board of Directors may designate.
 
THE NOMINEES
 
     Each of the nominees currently serves on the Board of Directors.
 
     The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee.
 

<TABLE>
<CAPTION>
                                                                                                           YEAR
                                                                                                         COMMENCED
                                                                                                         SERVING AS
                                                                                                         A DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                              OF THE
                                    AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
                                    -----------------------                                       ---    ---------
<S>                                                                                               <C>    <C>
A. Thomas Bender...............................................................................   60        1994
     Mr. Bender was elected President and Chief Executive Officer of the Company in May 1995.
      He had been serving as the Chief Operating Officer of the Company since August 1994, and
      as Executive Vice President since March 1994. He served as Acting Chief Operating Officer
      of the Company from March 1994 to August 1994, and as Senior Vice President, Operations
      from October 1992 to February 1994. He continues to serve as President of CooperVision,
      Inc., the Company's contact lens subsidiary, a position he has held since June 1991.
      Between 1966 and June 1991, Mr. Bender held a variety of positions at Allergan, Inc. (a
      manufacturer of eye and skin care products), including Corporate Senior Vice President,
      and President and Chief Operating Officer of Herbert Laboratories, Allergan's dermatology
      division.
 
Michael H. Kalkstein...........................................................................   56        1992
     Mr. Kalkstein has been a partner in the law firm of Graham & James LLP since September
      1994. He was a partner in the law firm of Berliner Cohen from 1983 through August 1994.
      He has been a member of the Board of Trustees of Opera San Jose since 1984 and served as
      its President from 1992 to 1994. Mr. Kalkstein was a member of the Mayor's Task Force on
      Arts 2020 in San Jose, California and a member of the Governor of California's Special
      Force to implement the Agricultural Labor Relations Act.
 
Moses Marx.....................................................................................   63        1995
     Mr. Marx has been the general partner in United Equities Company (a securities brokerage
      firm) since 1954 and a general partner in United Equities Commodities Company (a
      commodities brokerage firm) since 1972. He is also President of Momar Corp. (an
      investment company). Mr. Marx is also a director of Cooper Life Sciences, Inc. He
      previously served as a member of the Company's Board of Directors from September 1989 to
      September 1991.
</TABLE>

 
                                       2
 




<PAGE>
 

<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                           YEAR
                                                                                                         COMMENCED
                                                                                                         SERVING AS
                                                                                                         A DIRECTOR
                                  NAME, PRINCIPAL OCCUPATION                                              OF THE
                                    AND OTHER DIRECTORSHIPS                                       AGE     COMPANY
                                    -----------------------                                       ---    ---------
<S>                                                                                               <C>    <C>
Donald Press...................................................................................   65        1993
     Mr. Press has been the Executive Vice President of Broadway Management Co., Inc. (an owner
      and manager of commercial office buildings) since 1981. Mr. Press, an attorney, is also a
      principal in Donald Press, P.C. (a law firm) located in New York City. He is also a
      director of Components Specialties, Inc. (an electronics company) and Superior Savings of
      New England (formerly Branford Savings Bank).
 
Steven Rosenberg...............................................................................   50        1993
     Mr. Rosenberg has been Acting Chairman of the Board of Cooper Life Sciences, Inc. since
      May 1995, and Vice President, Finance and Chief Financial Officer of Cooper Life
      Sciences, Inc. since 1990. From September 1987 through April 1990, Mr. Rosenberg was
      President and Chief Executive Officer of Scomel Industries Inc. (an international
      marketing and consulting group). Mr. Rosenberg is currently a director of Cooper Life
      Sciences, Inc.
 
Allan E. Rubenstein, M.D.......................................................................   54        1992
     Dr. Rubenstein has served as the Chairman of the Board of Directors since July 1994; he
      served as Acting Chairman of the Board from April 1993 through June 1994. He is President
      of WorldCare Imaging, Inc. (a medical imaging company providing radiologic equipment to
      hospitals and physicians' offices). Dr. Rubenstein is certified by the American Board of
      Psychiatry and Neurology and by the American Society for Neuroimaging. He has been on the
      faculty of the Department of Neurology at Mt. Sinai School of Medicine in New York City
      since 1976, and currently is Associate Professor and Director of the Mt. Sinai
      Neurofibromatosis Research and Treatment Center. Dr. Rubenstein has authored two books on
      neurofibromatosis and is Medical Director for the National Neurofibromatosis Foundation.
 
Robert S. Weiss................................................................................   52        1996
     Mr. Weiss has served as the Executive Vice President of the Company since October 1995. He
      has been the Treasurer and Chief Financial Officer of the Company since 1989. From
      October 1992 until October 1995, he was also a Senior Vice President; from March 1984 to
      October 1992 he served as a Vice President, and from 1984 through July 1990 he served as
      Corporate Controller.
 
Stanley Zinberg, M.D...........................................................................   64        1997
     Dr. Zinberg, an obstetrician-gynecologist, is Vice President for Practice Activities for
      the American College of Obstetricians and Gynecologists. From 1981 until 1993 he served
      as Chief, Obstetrics and Gynecology of New York Downtown Hospital, where from 1990
      through 1992 he also served as President of the Medical Staff and a member of the Board
      of Trustees. He is certified by the American Board of Obstetrics and Gynecology.
</TABLE>

 
     There are no family relationships among any of the Company's current
directors or executive officers or the Board's proposed nominees.
 
BOARD COMMITTEES, MEETINGS AND COMPENSATION
 
     There are four active Board Committees:
 
          (i) The Audit and Finance Committee advises and makes recommendations
     to the Board of Directors concerning (a) the appointment of independent
     certified public accountants for the Company, (b) the activities of the
     independent certified public accountants and (c) the financial, investment
     and accounting procedures and practices followed by the Company. The
     members are Messrs. Rosenberg and Kalkstein and Dr. Zinberg.
 
          (ii) The Compensation/Long Term Incentive Plan Committee advises and
     makes recommendations to the Board of Directors regarding the compensation
     of directors, officers and senior management, the
 
                                       3
 




<PAGE>
 

<PAGE>
     granting of awards under the Company's 1998 Long Term Incentive Plan (the
     'LTIP') and the Company's other incentive plans. The members are Messrs.
     Kalkstein and Press and Dr. Rubenstein.
 
          (iii) The Management Committee consults with and oversees the
     activities of the Chief Executive Officer. In addition, the members of the
     Committee meet with key operating personnel at quarterly Operations
     Meetings. The members are Dr. Rubenstein and Mr. Press.
 
          (iv) The Nominating Committee selects individuals to be nominated for
     election to the Company's Board of Directors. The members are Drs.
     Rubenstein and Zinberg and Messrs. Marx and Bender. The Nominating
     Committee will consider suggestions from stockholders for nominees for
     election as directors at the 2000 Annual Meeting provided that such
     recommendations are made in accordance with the procedure described below
     under 'Stockholder Nominations and Proposals.'
 
     During the fiscal year ended October 31, 1998, the Board met fourteen
times, the Audit and Finance Committee met twice, and the Compensation/Long Term
Incentive Plan Committee met ten times and acted three times by unanimous
written consent. Members of the Management Committee met with members of senior
management four times.
 
     For a description of compensation paid to directors, see 'Executive
Compensation -- Compensation of Directors.'
 
EXECUTIVE OFFICERS OF THE COMPANY
 
     Set forth below is information regarding the current executive officers of
the Company who are not also directors:
 

<TABLE>
<CAPTION>
                NAME                   AGE                        OFFICE
                ----                   ---                        ------
 
<S>                                    <C>   <C>
B. Norris Battin....................   62    Vice President of Investor Relations and
                                               Communications
Gregory A. Fryling..................   44    Vice President of Business Development
Carol R. Kaufman....................   49    Vice President of Legal Affairs, Secretary and
                                               Chief Administrative Officer
Nicholas J. Pichotta................   54    President and Chief Executive Officer of
                                               CooperSurgical, Inc.
Mark R. Russell.....................   49    President and Chief Executive Officer of Hospital
                                               Group of America, Inc.
Stephen C. Whiteford................   58    Vice President and Corporate Controller
</TABLE>

 
     B. Norris Battin is Vice President of Investor Relations and
Communications. Prior to joining the Company, Mr. Battin was Principle Associate
of Battin Associates, a healthcare marketing, advertising and public relations
consultancy whose client list included the Company. From 1968 to 1991 Mr. Battin
held numerous marketing, advertising, public relations and public affairs
positions at Allergan, Inc., a multinational manufacturer of eye and skin care
products, including Senior Vice President, Public Affairs and Communication.
 
     Gregory A. Fryling has served as Vice President, Business Development since
January 1993. He served as an officer of various subsidiaries of the Company,
including Vice President and Controller of The Cooper Healthcare Group from
January 1990 through December 1992.
 
     Carol R. Kaufman has served as Vice President and Chief Administrative
Officer since October 1995 and was elected Vice President of Legal Affairs in
March 1996. From January 1989 through September 1995, she served as Vice
President, Secretary, and Chief Administrative Officer of Cooper Development
Company, a healthcare and consumer products company that was a former affiliate
of the Company.
 
     Nicholas J. Pichotta has served as President and Chief Executive Officer of
CooperSurgical, Inc., the Company's women's health care business, since
September 1992. He served as Vice President of the Company from December 1992 to
May 1993, as Vice President, Corporate Development-Healthcare from December 1991
to December 1992 and as President of CooperVision, Inc. from November 1990 to
June 1991.
 
     Mark R. Russell has served as the President and Chief Executive Officer of
Hospital Group of America, Inc. ('HGA'), the Company's psychiatric services
business, since June 1993 and as Executive Vice President and Chief Operating
Officer of HGA from January 1987 until June 1993.
 
                                       4
 




<PAGE>
 

<PAGE>
     Stephen C. Whiteford has served as Vice President and Corporate Controller
since July 1992. He served as Assistant Corporate Controller from March 1988 to
July 1992 and held a variety of financial positions at the Company and at Cooper
Laboratories, Inc. (the Company's former parent) and its subsidiaries since
1975.
 
     There is no family relationship between any of the above-named officers or
between any such officer and any director of the Company.
 
SECTION 16(a) COMPLIANCE
 
     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Company's executive officers (as defined),
directors and persons owning more than ten percent of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership of all equity and derivative securities of the Company with the
Securities and Exchange Commission ('SEC'), the New York Stock Exchange, Inc.
and the Pacific Exchange, Inc. SEC regulations also require that a copy of all
such Section 16(a) forms filed be furnished to the Company by its officers,
directors and greater than ten-percent stockholders.
 
     Based solely on a review of the copies of such forms and amendments thereto
received by the Company, or on written representations from the Company's
officers and directors that no Forms 5 were required to be filed, the Company
believes that during fiscal 1998 all Section 16(a) filing requirements
applicable to its officers, directors and beneficial owners of more than ten
percent of any class of its equity securities were met.
 
SECURITIES HELD BY MANAGEMENT
 
     The following table sets forth information regarding ownership of the
Company's common stock by each of its current directors, the individuals named
in the Summary Compensation Table and by all of the current directors and
executive officers as a group.
 

<TABLE>
<CAPTION>
                                                                                 COMMON STOCK
                                                                           BENEFICIALLY OWNED AS OF
                                                                              NOVEMBER 30, 1998
                                                                          --------------------------
                                                                           NUMBER         PERCENTAGE
                       NAME OF BENEFICIAL OWNER                           OF SHARES       OF SHARES
                       ------------------------                           ---------       ----------
 
<S>                                                                       <C>             <C>
A. Thomas Bender.......................................................    126,747(1)        *
Michael H. Kalkstein...................................................     21,565(2)        *
Carol R. Kaufman.......................................................     38,833(3)        *
Moses Marx.............................................................    139,269(2)        *
Nicholas J. Pichotta...................................................     30,000(4)        *
Donald Press...........................................................     24,765(2)        *
Steven Rosenberg.......................................................     17,232(2)        *
Allan E. Rubenstein, M.D. .............................................     14,822(5)        *
Mark R. Russell........................................................     36,257(6)        *
Robert S. Weiss........................................................    112,999(7)        *
Stanley Zinberg, M.D. .................................................      7,996(8)        *
All current directors and executive officers as a group (14 persons)...    679,904          4.4%
</TABLE>

 
- ------------------
 
* Less than 1%.
 
(1) Includes 113,167 shares which could be acquired upon the exercise of
    presently exercisable stock options.
 
(2) Includes 319 restricted shares which each of Messrs. Kalkstein, Marx, Press
    and Rosenberg were granted in November 1998 pursuant to the 1996 Long Term
    Incentive Plan for Non-Employee Directors (the '1996 LTIP'). Each director
    has sole voting power with respect to those 319 shares; however, disposition
    is restricted pursuant to the terms of the 1996 LTIP. Also includes 13,333
    shares which each of them could acquire upon the exercise of presently
    exercisable stock options.
 
(3) Includes 22,000 shares which Ms. Kaufman could acquire upon the exercise of
    presently exercisable stock options.
 
                                       5
 




<PAGE>
 

<PAGE>
(4) Includes 18,200 shares which Mr. Pichotta could acquire upon the exercise of
    presently exercisable stock options.
 
(5) Includes 399 restricted shares granted to Dr. Rubenstein in November 1998
    pursuant to the terms of the 1996 LTIP. Dr. Rubenstein has sole voting power
    with respect to those 399 shares; however, disposition is restricted
    pursuant to the terms of the 1996 LTIP. Also includes 10,417 shares which
    Dr. Rubenstein could acquire upon the exercise of presently exercisable
    stock options.
 
(6) Includes 24,000 shares which Mr. Russell could acquire upon the exercise of
    presently exercisable stock options.
 
(7) Includes 2,554 shares held on account for Mr. Weiss under the Company's
    401(k) Savings Plan and 62,334 shares which he could acquire upon the
    exercise of presently exercisable stock options.
 
(8) Includes 319 restricted shares granted to Dr. Zinberg pursuant to the terms
    of the 1996 LTIP. Dr. Zinberg has sole voting power with respect to those
    319 shares; however, disposition is restricted pursuant to the terms of the
    1996 LTIP. Also includes 7,222 shares which Dr. Zinberg could acquire upon
    the exercise of presently exercisable stock options.
 
PRINCIPAL SECURITYHOLDERS
 
     The following table sets forth information regarding ownership of
outstanding shares of the Company's common stock by those individuals or groups
who have advised the Company that they own more than five percent (5%) of such
outstanding shares.
 
     [update]
 

<TABLE>
<CAPTION>
                                                                                COMMON STOCK
                                                                             BENEFICIALLY OWNED
                                                                           AS OF DECEMBER 31, 1998
                                                                          -------------------------
                                                                           NUMBER        PERCENTAGE
                       NAME OF BENEFICIAL OWNER                           OF SHARES      OF SHARES
                       ------------------------                           ---------      ----------
 
<S>                                                                       <C>            <C>
Montgomery Asset Management, LLC ......................................     717,980(1)      5.48%
  101 California Street
  San Francisco, CA 94111
 
FMR Corporation .......................................................     738,600(2)      5.01%
  62 Devonshire Street
  Boston, MA 02109
</TABLE>

 
- ------------------
 
(1) Reported as of December 31, 1997 in its Schedule 13G dated January 30, 1998.
 
(2) Reported as of December 31, 1997 in Amendment No. 2 to its Schedule 13G
    dated January 10, 1998.
 
                                       6








<PAGE>
 

<PAGE>
EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The table below shows compensation paid in or with respect to each of the
last three fiscal years to the individual who served as the Company's Chief
Executive Officer for fiscal 1998, and to each of the persons who were, for the
fiscal year ended October 31, 1998, the four other most highly compensated
executive officers of the Company or its subsidiaries.
 

<TABLE>
<CAPTION>
                                                                           LONG TERM COMPENSATION
                                                                         ---------------------------
                                                                                   AWARDS
                                           ANNUAL COMPENSATION           ---------------------------   PAYOUTS
                                   -----------------------------------   RESTRICTED      SECURITIES    -------
    NAME AND PRINCIPAL                                   OTHER ANNUAL      STOCK         UNDERLYING     LTIP      ALL OTHER
         POSITION           YEAR    SALARY     BONUS     COMPENSATION      AWARDS       OPTIONS/SARS   PAYOUTS   COMPENSATION
- --------------------------- ----   --------   --------   -------------   ----------     ------------   -------   ------------
 
<S>                         <C>    <C>        <C>        <C>             <C>            <C>            <C>       <C>
A. Thomas Bender .......... 1998   $367,000   $             -0-                -0-         233,000        -0-      $  2,250(1)
  President and Chief       1997   $333,700   $270,297      -0-                -0-          32,611     $60,966     $  2,250(1)
  Executive Officer         1996   $317,810   $230,412      -0-           $ 26,608         199,111     $64,763     $  1,800(1)
 
Carol R. Kaufman .......... 1998   $178,000   $             -0-                -0-          16,000        -0-      $    845(2)
  Vice President of Legal   1997   $168,000   $108,864      -0-                -0-          14,000        -0-      $    716(4)
  Affairs, Secretary and    1996   $160,000   $ 92,800      -0-                -0-           8,000        -0-      $    587(5)
  Chief Administrative
  Officer
 
Nicholas J. Pichotta ...... 1998   $210,000   $             -0-                -0-          10,000        -0-      $  1,322(2)
  President and CEO of      1997   $200,000   $111,200      -0-                -0-          15,000     $60,966     $  1,174(4)
  CooperSurgical, Inc.      1996   $190,000   $ 98,800      -0-           $ 26,608          10,000     $64,763     $  1,016(5)
 
Mark R. Russell ........... 1998   $268,750   $             -0-                -0-             -0-        -0-      $  1,966(2)
  President and CEO of      1997   $262,500   $180,989      -0-                -0-          14,000     $60,966     $  1,866(4)
  Hospital Group of         1996   $250,000   $176,400      -0-           $ 26,608          10,000     $64,763     $ 49,842(3)(5)
  America, Inc.
 
Robert S. Weiss ........... 1998   $258,200   $             -0-                -0-         163,000        -0-      $  1,599(2)
  Executive Vice President, 1997   $239,100   $154,937      -0-                -0-          19,000        -0-      $  1,408(4)
  Treasurer and CFO         1996   $277,700   $132,066      -0-           $ 79,853         127,000        -0-      $  1,235(5)
</TABLE>

 
- ------------------
 
(1) Consists of income associated with life insurance coverage.
 
(2) Consists of a $400 contribution by the Company to a 401(k) account and
    income associated with life insurance coverage.
 
(3) Includes $48,076 paid for accrued vacation.
 
(4) Consists of a $300 contribution by the Company to a 401(k) account and
    income associated with life insurance coverage.
 
(5) Consists of a $200 contribution by the Company to a 401(k) account and
    income associated with life insurance coverage.
 
                                       7
 




<PAGE>
 

<PAGE>
              OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1998
 

<TABLE>
<CAPTION>
                                                                                                POTENTIAL REALIZABLE VALUE
                                              PERCENT OF                                          AT ASSUMED ANNUAL RATES
                                             TOTAL OPTIONS                                      OF STOCK PRICE APPRECIATION
                                              GRANTED TO                                            FOR OPTION TERM(4)
                                  OPTIONS    EMPLOYEES IN     EXERCISE PRICE    EXPIRATION    -------------------------------
             NAME                 GRANTED     FISCAL YEAR       PER SHARE          DATE          5%($)              10%($)
             ----                 -------    -------------    --------------    ----------    ------------       ------------
 
<S>                               <C>        <C>              <C>               <C>           <C>                <C>
A. Thomas Bender...............   33,000 (1)       4.3%           $23.44         10/26/08     $    506,486       $  1,264,675
                                  60,000 (2)       7.7%           $36.00          9/24/08              -0-                -0-
                                  50,000 (2)       6.5%           $43.20          9/24/08              -0-                -0-
                                  50,000 (2)       6.5%           $51.84          9/24/08              -0-                -0-
                                  40,000 (2)       5.2%           $62.21          9/24/08              -0-                -0-
Carol R. Kaufman...............   16,000 (1)       2.1%           $23.44         10/26/08     $    245,569       $    613,176
Nicholas J. Pichotta...........   10,000 (1)       1.3%           $23.44         10/26/08     $    153,481       $    383,235
Mark R. Russell................      -0-           -0-%              N/A              N/A              -0-                -0-
Robert S. Weiss................   23,000 (1)       3.0%           $23.44         10/26/08     $    353,005       $    881,440
                                  42,000 (3)       5.4%           $36.00          9/24/08              -0-                -0-
                                  35,000 (3)       4.5%           $43.20          9/24/08              -0-                -0-
                                  35,000 (3)       4.5%           $51.84          9/24/08              -0-                -0-
                                  28,000 (3)       3.6%           $62.21          9/24/08              -0-                -0-
All Stockholders as a Group....      N/A           N/A               N/A              N/A     $202,264,030(5)    $512,576,765(5)
</TABLE>

 
- ------------------
 
(1) The option will become exercisable when the average of the closing prices of
    a share of the Company's common stock on the NYSE during 30 consecutive
    calendar days following the date of grant equals $28.13.
 
(2) For Mr. Bender's 200,000 share options to become potentially exercisable (to
    'vest'), the Company's common stock must reach the level specified as the
    'Exercise Price' prior to or on the specified option deadline date (the
    'Option Deadline Date') and, for the 30 calendar day period commencing on
    that date the average Fair Market Value of a share must equal or exceed the
    option's Exercise Price. The first day of any 30 day period is considered
    the Target Achievement Date for that particular group of options. Options
    with respect to 60,000 shares have an exercise price of $36.00 and an Option
    Deadline Date of December 31, 2000. Options with respect to 50,000 shares
    have an exercise price of $43.20 and an Option Deadline Date of December 31,
    2001. Options with respect to 50,000 shares have an exercise price of $51.84
    and an Option Deadline Date of December 31, 2002. Options with respect to
    40,000 shares have an exercise price of $62.21 and an Option Deadline Date
    of December 31, 2003. All shares included in this option which have vested
    shall become exercisable on the earlier of (a) the Exercise Dates as defined
    below or (b) the first day after the Target Achievement Date as of which Mr.
    Bender's employment has been terminated by the Company 'without cause,' by
    Mr. Bender for 'good reason' (as each of such terms is defined in Mr.
    Bender's employment agreement), or by reason of Mr. Bender's retirement,
    death or disability. No option shall be exercisable after September 24,
    2008. The Exercise Dates are defined as follows: a) with respect to the
    first two tranches of this option, one-third shall become exercisable upon
    achievement, and each remaining third shall become exercisable on the first
    and second anniversaries of the respective Option Deadline Dates; and b)
    with respect to the second two tranches, one-half shall become exercisable
    upon achievement and the remaining half shall become exercisable one year
    thereafter.
 
(3) For Mr. Weiss' 140,000 share options to become potentially exercisable (to
    'vest'), the Company's common stock must reach the level specified as the
    'Exercise Price' prior to or on the specified option deadline date (the
    'Option Deadline Date') and, for the 30 calendar day period commencing on
    that date the average Fair Market Value of a share must equal or exceed the
    option's Exercise Price. The first day of any 30 day period is considered
    the Target Achievement Date for that particular group of options. Options
    with respect to 42,000 shares have an exercise price of $36.00 and an Option
    Deadline Date of December 31, 2000. Options with respect to 35,000 shares
    have an exercise price of $43.20 and an Option Deadline Date of December 31,
    2001. Options with respect to 35,000 shares have an exercise price of $51.84
    and an Option Deadline Date of December 31, 2002. Options with respect to
    28,000 shares have an exercise price of $62.21 and an Option Deadline Date
    of December 31, 2003. All shares included in this option which have vested
    shall become exercisable on the earlier of (a) the Exercise Dates as defined
    below or (b) the first day after the Target Achievement Date as of which Mr.
    Weiss' employment has been terminated by the Company 'without cause,' by Mr.
    Weiss for 'good reason' (as each of such terms is defined in Mr. Weiss'
    employment agreement), or by reason of Mr. Weiss' retirement, death or
    disability. No option shall be exercisable after September 24, 2008. The
    Exercise Dates are defined as follows: a) with respect to the first two
    tranches of this option, one-third shall become exercisable upon
    achievement, and each remaining third shall become
 
                                       8
 




<PAGE>
 

<PAGE>
    exercisable on the first and second anniversaries of the respective Option
    Deadline Dates; and b) with respect to the second two tranches, one-half
    shall become exercisable upon achievement and the remaining half shall
    become exercisable one year thereafter.
 
(4) The dollar amounts under these columns are the results of calculations at
    the 5% and 10% annual appreciation rates set by the SEC for illustrative
    purposes and are not intended to forecast future financial performance or
    possible future appreciation, if any, in the price of the Company's common
    stock. Stockholders are, therefore, cautioned against drawing any
    conclusions from the appreciation data shown, aside from the fact that
    optionees will only realize value from option grants if the price of the
    Company's common stock appreciates, which would benefit all stockholders
    commensurately.
 
(5) Assumes a base market capitalization of $321,618,315, computed on the basis
    of the number of shares outstanding and the average of the high and the low
    trading price of the Company's common stock on November 30, 1998.
 
                AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
               OCTOBER 31, 1998 AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                                     NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                                    UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS AT
                             SHARES ACQUIRED                      OPTIONS AT FISCAL YEAR END          FISCAL YEAR END
           NAME                ON EXERCISE      VALUE REALIZED     EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
           ----              ---------------    --------------    ---------------------------   ---------------------------
 
<S>                          <C>                <C>               <C>                           <C>
A. Thomas Bender..........       20,000            $957,000             113,167/401,000             $1,266,471/$431,190
Carol R. Kaufman..........       10,000            $279,400              22,000/16,000                $73,040/$3,040
Nicholas J. Pichotta......       11,800            $336,512              18,200/10,000                $29,216/$1,900
Mark R. Russell...........        7,280            $243,589               24,000/-0-                   $91,300/$-0-
Robert S. Weiss...........         -0-               -0-                62,334/275,000               $600,877/$287,650
</TABLE>

 
RETIREMENT INCOME PLAN
 
     The Company's Retirement Income Plan was adopted in December 1983. All
employees of the Company and certain of its subsidiaries who work at least 1,000
hours per year are covered by the plan. For services performed after December
31, 1988, members are entitled to an annual retirement benefit equal to .6% of
base annual compensation up to $10,000 and 1.2% of base annual compensation
which exceeds $10,000 but is not in excess of the applicable annual maximum
compensation permitted to be taken into account under Internal Revenue Service
guidelines for each year of service. For service prior to January 1, 1989,
members are entitled to an annual retirement benefit equal to .75% of base
annual compensation up to the Social Security Wage Base in effect that year and
1.5% of base annual compensation in excess of the Social Security Wage Base for
each year of service.
 
     The estimated annual benefits payable under this plan upon retirement (at
the normal retirement age of 65) for Messrs. Bender, Pichotta, Weiss and Ms.
Kaufman are approximately $22,000, $38,000, $55,000, and $35,000, respectively.
Mr. Russell is not a participant in the plan.
 
CONTRACTS
 
     The Company is a party to employment agreements with Nicholas J. Pichotta,
and Robert S. Weiss. CooperVision, Inc., one of the Company's subsidiaries, is a
party to an agreement with A. Thomas Bender. Hospital Group of America, Inc.,
another subsidiary, is a party to an agreement with Mark R. Russell. Each
agreement provides that employment shall continue until terminated, except the
agreement with Mr. Russell, which expires on July 1, 2000. Compensation paid
under these agreements and awards under the Company's LTIP are set forth in the
foregoing tables. Subject to the amendments described below with respect to Mr.
Bender, if (i) the Company or relevant subsidiary terminates the employee
without Cause or (ii) the employee terminates his employment for Good Reason or
following a Change in Control (as each term is defined in the relevant
agreement), the Company or the relevant subsidiary will pay Mr. Bender 200% and
each of Messrs. Russell and Weiss 150% of his annual base salary (such
percentage to be reduced to 100% for Mr. Weiss if the termination arises out of
a Change in Control) and will pay Mr. Pichotta 100% of his annual base salary
(except that in certain circumstances following a Change in Control such payment
could increase to 150% of his annual base salary). In addition, Messrs. Bender,
Pichotta and Weiss would continue to participate in the Company's or the
relevant subsidiary's various insurance plans for a period of up to 24 months,
24 months and 18 months, respectively, and to receive a pro-rata share of any
amounts that would have been payable to him under the
 
                                       9
 




<PAGE>
 

<PAGE>
Company's Incentive Payment Plan (or any comparable plan then in effect) based
on the number of months he served during the fiscal year in which the
termination occurs. Each of those individuals would also become fully vested in
all benefits due under the Retirement Income Plan.
 
COMPENSATION OF DIRECTORS
 
     Employees of the Company who are also directors receive no additional
compensation. Each director who is not also an employee of the Company (a
'Non-Employee Director') receives a stipend of $22,500 per annum, unless such
director is Chairman of the Board, in which case the stipend is $28,125 per
annum. Each Non-Employee Director serving as a chairman of a committee of the
Board receives an additional stipend of $1,000 per annum. Each Non-Employee
Director receives meeting fees ranging from $125 to $1,000 per meeting,
depending on duration, and up to $1,000 per day for other days substantially
spent on affairs of the Company.
 
     In addition, each November the Non-Employee Directors of the Company
receive restricted stock having a fair market value (determined according to a
formula contained in the 1996 LTIP) of $7,500 ($9,375 in the case of a
Non-Employee Chairman of the Board) and an option to purchase shares of stock,
with an exercise price equal to 100% of the fair market value of the common
stock of the Company on the date of grant. The options granted in November 1998
entitled each Non-Employee Director to purchase up to 5,000 shares of the
Company's common stock (6,250 shares in the case of the Non-Employee Chairman of
the Board). Restrictions will generally not be removed from the restricted stock
until its fair market value appreciates 20% from the date of grant or five years
have passed; the options generally will not become exercisable until the fair
market value of the common stock appreciates 20% from the date of grant or five
years have elapsed from the date of grant.
 
                      REPORT OF THE COMPENSATION COMMITTEE
 
     In accordance with the rules and regulations of the SEC, the following
report of the Compensation/Long Term Incentive Plan Committee (the 'Committee')
and the performance graph appearing immediately thereafter shall not be deemed
to be 'soliciting material' or to be 'filed' with the SEC or subject to
Regulations 14A or 14C of the Exchange Act, or to the liabilities of Section 18
of the Exchange Act and shall not be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
notwithstanding any general incorporation by reference of this Proxy Statement
into any other filed document.
 
SCOPE OF THE COMMITTEE; MEMBERS
 
     The Committee is composed of three non-employee directors: Dr. Rubenstein
and Messrs. Kalkstein and Press.
 
     The charter of the Committee provides that the Committee will review and
approve all aspects of the compensation paid to the Company's Chief Executive
Officer and the four other most highly paid executive officers, all salaries and
salary increases for executives whose annual base salary is $200,000 or greater
and all agreements providing for the payment of benefits following a change in
control of the Company or severance following a termination of employment. The
charter also calls for the Committee to review and approve the terms of each
incentive compensation and bonus program in effect and the aggregate amounts
which can be awarded thereunder each year. The members of the Committee also
administer the Company's LTIP.
 
EXECUTIVE COMPENSATION FOR FISCAL 1998
 
     The Committee's philosophy regarding compensation of executive officers
recognizes the need to honor existing employment agreements and the belief that
executives should be compensated at competitive levels that are sufficient to
attract and retain highly talented employees. Inherent in the compensation
philosophy is the emphasis on performance-based compensation.
 
     In keeping with the goal of enhancing the Company's profitability and
continuing to build stockholder value, the Company's long-term compensation
programs are designed to reward growth in stockholder value, as well as to
reward long-term service to the Company. The value of awards under such plans is
primarily dependent upon increases in the price of the Company's common stock
over a period of up to ten years. Generally, the plans require employees to
remain employed by the Company throughout the period in order to receive their
awards.
 
     The level of annual compensation for individual executive officers is based
upon a number of factors. The Committee took into account a combination of the
individual executive officer's performance and the
 
                                       10
 




<PAGE>
 

<PAGE>
performance of the Company and the individual business for which such person was
responsible, the scope of such person's responsibility, and the current
compensation package in place for that officer. The Committee also reviewed
compensation surveys and other published compensation data covering the
healthcare industry, and industry in general, to assess whether the salary
ranges in place for its executive officers are competitive. Increases in an
executive's annual base salary are dependent on such person's performance,
company-wide or a particular subsidiary's financial results and on general
levels of wage and price inflation.
 
     In making awards under the 1998 Incentive Payment Plan (the 'IPP'), primary
consideration was given to the performance of the Company or the subsidiary for
which the executive officer worked. Participation levels under the Company's
1998 IPP were set at percentages of base salaries previously assigned to
designated positions within the corporate structure, modified to reflect the
recommendations of the Company's Chief Executive Officer. IPP awards are paid
with respect to each fiscal year when the operating businesses, or the parent
Company, as a consolidated entity (depending upon the executive's employer) meet
specified performance targets. In fiscal 1998 performance targets for executives
employed by an operating subsidiary were tied to the attainment by that business
of specified levels of net revenue, operating income and cash flow. For
executives employed by the parent Company, performance targets were tied to the
attainment of certain levels of consolidated net revenue, net income and cash
flow. In addition, a portion of each individual's award was granted on a
discretionary basis by his or her division head or the Chief Executive Officer,
or in the case of the five most highly paid executive officers, by the
Committee, following an assessment of each individual's performance.
 
     Long term incentive rewards are made under the Company's LTIP, based on
recommendations submitted to the Committee by the Company's Chief Executive
Officer. In fiscal 1998, awards consisted of grants of stock options having
exercise prices equal to 100% of the fair market value of the Company's common
stock on the date of grant. The future value of these options is directly linked
to increases in the price of the Company's common stock, thereby linking
long-term compensation to increased stockholder value and continuing service to
the Company.
 
     In keeping with the Committee's philosophy of linking executive rewards to
the continued enhancement of stockholder value and the desire to ensure the
retention of key senior executives, during 1998 the Committee approved a special
grant of performance-based stock options to Messrs. Bender and Weiss. These
grants were issued in recognition of their significant contributions to the
profitability and financial health of the Company and to reinforce management's
focus on the long-term success of the organization. These special grants were
designed to reward successful efforts by these two key executives in achieving
exceptional profitability for the Company as reflected in increased share value
and to provide rewards to these executives only to the extent they were
successful in achieving a significant increase in the market value of the
Company within narrowly defined time periods and were also conditioned on
continued employment. These grants are similar to special grants made in 1996,
when the Committee worked with a nationally recognized compensation and benefits
consulting firm to ensure the design would effectively link superior rewards
with extraordinary performance. The exercise price for these special options was
set at a significant premium above the market value of the Company's common
stock at date of grant, which was $18.56, ensuring no gain would be provided to
these executives unless and until the stock price increased above the stipulated
hurdles. These options were granted in four tranches, each of which will be
triggered only if the targeted price is attained within the allotted time frame.
Once the targeted stock price is reached, the average trading price has to equal
or exceed the target price for a period of 30 consecutive calendar days
thereafter and portions of the corresponding options become exercisable in
varying amounts over a period of up to five years hence, subject to certain
restrictions on each recipient's continued employment. The Committee believes
this unique grant served to further align the interests of the Company's senior
management with the interests of stockholders and reflects the Company's
emphasis on continued financial success.
 
CEO COMPENSATION FOR FISCAL 1998
 
     Mr. Bender's $367,000 base salary represents his salary for serving as the
Company's President and CEO and for serving as the President of CooperVision.
 
     Mr. Bender's 1998 bonus consisted of $          paid under the IPP. Mr.
Bender was eligible to participate in the IPP at a level equal to 50% of the
$367,000 salary paid to him in fiscal 1998, with such level subject to increase
in the event that certain specified financial targets were exceeded. The
determination of Mr. Bender's actual IPP payment depended upon both the
Company's ability to meet targeted net revenue, income and cash
 
                                       11
 




<PAGE>
 

<PAGE>
flow levels and on the Committee's discretion. Based solely on the Company's
financial performance, Mr. Bender was entitled to receive a bonus of
$          .
 
         [Additional information regarding any discretionary bonus to come]
 
TAX CONSIDERATIONS
 
     The Committee has not yet adopted a policy with respect to qualification of
executive compensation in excess of $1 million per individual for deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder and does not anticipate that the compensation of any
executive officer during 1999 will exceed the limits for deductibility. In
structuring the Company's compensation programs and determining a policy for
future periods, the Committee would expect to consider all relevant factors,
including the Company's strategic goals, taking into consideration competitive
practice and market conditions, the Company's tax position and the materiality
of the amounts likely to be involved.
 
            THE COMPENSATION AND LONG TERM INCENTIVE PLAN COMMITTEE
                              MICHAEL H. KALKSTEIN
                                  DONALD PRESS
                           ALLAN E. RUBENSTEIN, M.D.
 
                                       12








<PAGE>
 

<PAGE>
                               PERFORMANCE GRAPH
 
     The following graph compares the cumulative total return on the Company's
common stock with the cumulative total return of the Standard & Poor's SmallCap
600 Stock Index (which includes the Company) and the Standard & Poor's Medical
Products & Supplies Index for the five-year period ended October 31, 1998. The
graph assumes that the value of the investment in the Company and in each index
was $100 on October 31, 1993 and assumes that all dividends were reinvested.



                              [PERFORMANCE GRAPH]




* $100 invested on 10/31/93 in stock or index.
  Including reinvestment of dividends.
  Fiscal year ending October 31.
 

<TABLE>
<CAPTION>
               THE COOPER            S&P              S&P
             COMPANIES, INC.     SMALLCAP 600     HEALTH CARE
             ---------------     ------------     -----------
 
<S>          <C>                 <C>              <C>
10/31/93            100               100             100
10/31/94            382                97             113
10/31/95            285               117             190
10/31/96            697               141             226
10/31/97          1,733               186             264
10/31/98          1,152               172             369
</TABLE>

 
                                       13
 




<PAGE>
 

<PAGE>
   PROPOSAL 2  --  PROPOSAL TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF
          INCORPORATION TO INCREASE IN THE NUMBER OF AUTHORIZED SHARES
 
GENERAL
 
     The Board recommends that the stockholders approve an amendment to Article
IV(a) of the Amended and Restated Certificate of Incorporation, which authorizes
an increase from 20,000,000 to 40,000,000 in the number of shares of common
stock that the Company may issue.
 
PURPOSE
 
     The Board of Directors believes that it is in the best interests of the
Company and its stockholders to have additional common stock authorized which
would be available for issuance for general corporate purposes, including
raising capital to support business expansion, stock splits, stock dividends,
acquisitions or other developments which might make its issuance desirable. For
example, the Company believes that stock splits or stock dividends broaden the
market for, and the liquidity of, the Company's common stock. In addition, the
Company issued 2,300,000 shares of common stock in July, 1997 in a registered
public offering to provide capital for future expansion and to reduce
indebtedness. If authorization of any increase in the common stock is postponed
until a specific need arises, the delay and expense incident to obtaining
approval of the stockholders at that time could impair the Company's ability to
meet its objectives. The Company does not now have any agreement, understanding,
arrangement or commitment which would result in the issuance of any of the
additional shares to be authorized (other than pursuant to stock options) and no
assurance can be given at this time that additional shares will, or as to the
circumstances under which such shares might, in fact be issued. No further
action or authorization by the stockholders would be necessary prior to the
issuance of the additional shares unless applicable laws or regulations or the
rules of any stock exchange on which the Company's securities may then be listed
require such approval. As of November 30, 1998 there were 14,912,238 shares of
common stock issued and outstanding, 2,238,037 reserved for issuance pursuant to
the Company's stock option plans, and 83,333 reserved for issuance pursuant to a
warrant, leaving 2,766,192 authorized shares available for issuance, including
486,000 treasury shares.
 
     The holders of any of the additional shares of common stock issued in the
future would have the same rights and privileges as the holders of the shares of
common stock currently authorized and outstanding. Those rights do not include
preemptive rights with respect to the future issuance of any additional shares.
 
     As stated above, the Company has no immediate plans, arrangements,
commitments, or understandings with respect to the issuance of any additional
shares of common stock which would be authorized by the proposed amendment.
However, the increased authorized shares could be used to make a takeover
attempt more difficult by using the shares to make a counter-offer for the
shares of a bidder or by selling shares to dilute the voting power of the
bidder. As of this date, the Board is unaware of any effort to accumulate the
Company's shares or to obtain control of the Company by means of a merger,
tender offer, solicitation in opposition to management or otherwise.
 
TEXT OF AMENDMENT
 
     The amendment authorizing the increase in the authorized shares of common
stock will amend Article IV(a) of the Company's Amended and Restated Certificate
of Incorporation. If the amendment is approved, Article IV(a) will read in its
entirety as follows:
 
          (a) Number of Shares. The total number of shares of all classes of
     stock which the Corporation shall have authority to issue is 41,000,000
     consisting of (i) 40,000,000 shares of common stock ('common stock'), each
     share having a par value of $.10, and (ii) 1,000,000 shares of Preferred
     Stock ('Preferred Stock'), each share having a par value of $.10.
 
VOTE REQUIRED
 
     Approval of this amendment (Proposal 2 on the proxy card) requires the
affirmative vote of the majority of the outstanding shares of common stock.
 
     The Board of Directors unanimously recommends a vote FOR amending the
Amended and Restated Certificate of Incorporation to increase the number of
authorized shares of common stock.
 
             PROPOSAL 3  -- RATIFICATION OF APPOINTMENT OF AUDITORS
 
     The Board of Directors has appointed the firm of KPMG LLP, independent
certified public accountants, to audit and opine upon the consolidated financial
statements of the Company for the fiscal year ending
 
                                       14
 




<PAGE>
 

<PAGE>
October 31, 1999, such appointment to continue at the pleasure of the Board of
Directors and to be subject to ratification by the stockholders. KPMG LLP has
served as auditors of the Company since the Company's incorporation in 1980. The
stockholders are asked to ratify such appointment.
 
     The Board of Directors expects that one or more representatives of KPMG LLP
will be present at the Annual Meeting and will be provided an opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
 
                                 OTHER MATTERS
 
     The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgment.
 
                                RECOMMENDATIONS
 
     The Board of Directors of the Company recommends that the stockholders vote
FOR the election of the nominees for director named in this Proxy Statement, FOR
approval of the Amendment to the Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock, and
FOR ratification of the appointment of KPMG LLP as independent certified public
accountants of the Company for fiscal 1999.
 
     When a proxy in the form enclosed with this Proxy Statement is returned
properly executed, the shares will be voted as indicated or, if no directions
are indicated, the shares will be voted in accordance with the recommendations
of the Board of Directors.
 
                     STOCKHOLDER NOMINATIONS AND PROPOSALS
 
     All proposals of stockholders of the Company (other than for the election
of directors) intended to be presented at the 2000 annual meeting of
stockholders must be received by the Company no later than 60 days prior to the
meeting date unless the Company gives less than 75 days notice of the meeting
date, in which case they must be received by the Company no later than 15 days
following the date on which the 2000 annual meeting of stockholders is noticed
in order to be included in the Company's Proxy Statement and form of proxy
relating to that meeting.
 
     The Nominating Committee or, if none exists, the Board of Directors will
consider suggestions from stockholders for nominees for election as directors at
the 2000 annual meeting of stockholders. For a stockholder to nominate any
person for election as a director at the 2000 annual meeting of stockholders,
the person making such nomination must be a stockholder entitled to vote and
such nomination must be made pursuant to timely notice in writing to the
Secretary of the Company. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the Company not
less than 60 days or more than 90 days prior to the 2000 annual meeting of
stockholders; provided, however, that in the event that less than 75 days notice
or prior public disclosure of the date of such meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business or
residential address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of capital stock of the
Company which are beneficially owned by the person and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Exchange Act; and (b) as to the stockholder giving notice, (i) the
record name and record address of the stockholder and (ii) the class and number
of shares of capital stock of the Company which are beneficially owned by the
stockholder. The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company. No
person nominated by a stockholder shall be eligible for election as a director
of the Company unless nominated in accordance with the above procedures.
 
                                          By Order of the Board of Directors

                                          /s/ ALLAN E. RUBENSTEIN, M.D.
                                          ALLAN E. RUBENSTEIN, M.D.
                                          Chairman of the Board of Directors
 
                                       15







<PAGE>
 

<PAGE>




                                                    [Logo]
                                                    ----------------------------

                                                    NOTICE OF
                                                    ANNUAL MEETING
                                                    OF STOCKHOLDERS
                                                    AND
                                                    PROXY STATEMENT

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




                                                    MEETING DATE


                                                    MARCH 18, 1999




<PAGE>
 

<PAGE>






                                                                   APPENDIX I
                                                                   PROXY CARD



                       THE COOPER COMPANIES, INC.

        PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MARCH 18, 1999
               SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned stockholder of The Cooper Companies, Inc., a Delaware
corporation, hereby appoints CAROL R. KAUFMAN, ROBERT S. WEISS and STEPHEN
C. WHITEFORD, and each of them, proxies, with full power of substitution, to
vote all of the shares of common stock of The Cooper Companies, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
The Cooper Companies, Inc. to be held at The New York Marriott East Side,
525 Lexington Avenue, New York, NY, on March 18, 1999 at 10:00 a.m., eastern
standard time, and at any adjournments or postponements thereof, as set forth
on the reverse, and in their discretion upon any other business that may
properly come before the meeting.

     THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEMS 1,
2 AND 3 AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 4.

   Please MARK the proxy card, fill in the DATE and SIGN on the reverse side
              and return promptly in the enclosed envelope.



<PAGE>



<PAGE>


                            Please date, sign and mail your
                          proxy card back as soon as possible

                             Annual Meeting of Stockholders

                              THE COOPER COMPANIES, INC.
  
                                    March 18, 1999

<TABLE>
<S>                                     <C>               <C>
    Please mark your                                             
 [X] votes as in this                                             
    example.                                                     
        
                          FOR              WITHHELD      THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
                      all nominees         from all                    ITEMS ONE, TWO AND THREE.
                    except as noted on     nominees      
                      the line below                     Nominees:
1. ELECTION OF              [ ]                [ ]       A. Thomas Bender
   EIGHT                                                 Michael H. Kalkstein
   DIRECTORS.                                            Moses Marx
   (check one box only)                                  Donald Press
   (Instruction: To withhold authority to vote for       Steven Rosenberg
   any individual nominee(s), write that nominee's       Allan E. Rubenstein, M.D.
   name(s) on the line below:)                           Robert S. Weiss
                                                         Stanley Zinberg, M.D.
- --------------------------------------------------
                                                           FOR        AGAINST     ABSTAIN
2. Amendment of the Amended and Restated             
   Certificate of Incorporation to increase the            [ ]          [ ]          [ ]
   number of authorized shares of the common stock
   of the Cooper Companies, Inc. from 20,000,000 shares
   to 40,000,000 shares.


3. Ratification of appointment of KPMG Peat
   Marwick LLP as independent certified public             [ ]          [ ]          [ ]
   accountants of The Cooper Companies, Inc. for
   the fiscal year ending October 31, 1999.

4. In their discretion, the proxies are authorized to vote for the election of such 
   substitute nominee(s) for directors as such proxies may select in the event that
   any nominee(s) named above may become unable to serve, and on such other
   matters as may properly come before the Meeting or any adjournments or
   postponements thereof.

THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
PLEASE COMPLETE, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

             MARK HERE FOR ADDRESS       [ ]
            CHANGE AND NOTE CHANGE

SIGNATURE___________________________ DATE___________  SIGNATURE______________________ DATE___________

NOTE: Please date this proxy and sign your name exactly as it appears herein. In the case of joint
      ownership, each joint owner should sign. If signing as an executor, trustee, guardian, attorney
      or in any other representative capacity or as an officer of a corporation, please indicate
      your full title as such.
</TABLE>




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