================================================================================

                       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): February 10, 1997

                             ----------------------
                           THE COOPER COMPANIES, INC.

             (Exact name of registrant as specified in its charter)
                             ----------------------

          Delaware                       1-8597                94-2657368
(State or other jurisdiction     (Commission File Number)     (IRS Employer
     of incorporation)                                       Identification No.)

       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 February 10, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing that, subject to the approval of the Federal Trade
Commission, it has agreed to acquire in the United Stated the Natural Touch'r'
line of opaque contact lenses from Wesley-Jessen Corporation. 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 February 10, 1997 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:  February 11, 1997



                           STATEMENT OF DIFFERENCES


The registered trademark symbol shall be expressed as 'r'







                                  EXHIBIT INDEX

Exhibit                                                           Sequentially
  No.       Description                                           Numbered Page
- -------     -----------                                           -------------
 99.1       Press Release dated February 10, 1997 of The Cooper
            Companies, Inc.




 





CONTACT:

Norris Battin
The Cooper Companies, Inc.
714-597-4700 or 714-673-4299

             COOPER COMPANIES PLANS TO ACQUIRE NATURAL TOUCH'r' LINE
                             OF SOFT CONTACT LENSES

FOR IMMEDIATE RELEASE
- ---------------------

Irvine, CA, February 10, 1997 - The Cooper Companies, Inc., (NYSE/PSE:COO) today
announced that, subject to the approval of the Federal Trade Commission (FTC),
it has agreed to acquire in the United States the Natural Touch'r' line of
opaque contact lenses from Wesley-Jessen Corporation. The Company's
CooperVision, Inc. subsidiary will market these products.

Natural Touch'r' products have the ability to change the appearance of the color
of the eye. The proposed acquisition furthers CooperVision's strategy of
providing practitioners and their patients with specialty contact lenses.

Terms of the transaction were not announced.

CooperVision, Inc., headquartered in Irvine, Calif., with additional
manufacturing facilities in Huntington Beach, Calif., Rochester, N. Y., and
Ontario and Quebec, Canada, markets a broad range of contact lenses for the
vision care market. The Cooper Companies, Inc. and its subsidiaries develop,
manufacture and market specialty healthcare products and provide psychiatric
services.

NOTE: An interactive telephone system that provides stock quotes, recent press
releases and financial data about the Company may be reached toll free at
1-800-334-1986. Press releases and selected financial data are also available on
the World Wide Web at www.coopercos.com.