SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT


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

         Date of Report (Date of earliest event reported): June 28, 1996


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                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)

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          Delaware                      1-8597                        94-2657368
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
     of incorporation)
6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (Address of principal executive offices) (510) 460-3600 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On June 28, 1996, The Cooper Companies, Inc. (the "Company") issued a press release announcing reductions in corporate expenses. This release is filed as an exhibit hereto and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated June 28, 1996 of The Cooper Companies, Inc.
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: July 1, 1996 EXHIBIT INDEX
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated June 28, 1996 of The Cooper Companies, Inc.





CONTACTS
DAVID B. FRANK                                        NORRIS BATTIN
JENNIFER R. WALL                                      THE COOPER COMPANIES, INC.
D.F. KING & CO., INC.                                 714-597-8130 EXT. 3343 OR
212-269-5550                                          714-673-4299

FOR IMMEDIATE RELEASE


             THE COOPER COMPANIES FURTHER REDUCES CORPORATE EXPENSES


PLEASANTON, Calif., June 28, 1996 - The Cooper Companies, Inc. (NYSE/PSE COO)
announced today that as part of its continuing efforts to reduce corporate
overhead, it has further reduced the amount of its legal, administrative,
insurance and risk management expenses. These efforts have resulted in the
elimination of the Vice President of Risk Management and Employee Benefits
position in the Pleasanton executive office. The elimination occurred as a
result of the successful integration of the Fort Lee, New Jersey office into
Pleasanton, as well as several favorable developments experienced in dealing
with Cooper's insurance carriers.

In commenting on the elimination of the position of Vice President of Risk
Management and Employee Benefits, A. Thomas Bender, President and Chief
Executive Officer, said, "We wish to take this opportunity to thank Audrey
Murray, for directing the risk management function during Cooper's darkest days
of 1991-1995. The Company is highly appreciative of Audrey's leadership and
dedication in this endeavor." Mr. Bender further commented, "The short term cost
of this decision will not result in any reduction of the Company's previously
announced fiscal year 1996 earnings estimate of $1.00 to $1.10 per share. Going
forward, the Company anticipates that the reduction in staff combined with lower
insurance related expenses will result in annual savings of approximately
$800,000 or 7 cents per share."

Statements in this announcement that refer to the Company's estimated or
anticipated future results are forward-looking. As they are based on the
Company's current expectations, they contain risks and uncertainty. Accordingly,
actual results could differ materially. Factors that could cause or contribute
to material differences are set forth in the Company's Forms 10-Q for the first
and second quarters of fiscal 1996.

The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products and services. CooperVision, Inc., located in
Irvine, CA, with additional manufacturing facilities in Huntington Beach, CA,
Rochester, NY, and Ontario and Quebec, Canada, markets a broad range of contact
lenses for the vision care market. CooperSurgical, Inc., located in Shelton, CT,
markets diagnostic and surgical instruments and accessories for the
gynecological market. Hospital Group of America, Inc. provides psychiatric
services through hospitals and satellite locations in New Jersey, Delaware and
Illinois.


NOTE: The Cooper Companies' interactive telephone system that provides stock
quotes, recent press releases, financial data and shareholder services may be
reached toll free at 1-800-334-1986. Press releases and selected financial data
are also available through Business Wire at 1-800-356-0742, or at
www.businesswire.com on the Internet.