UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q-A

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

               For Quarterly Period Ended  January 31, 1998

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


               For the transition period from           to
                                             -----------  ------------
        Commission File Number 1-8597

                        The Cooper Companies, Inc.

                       (Exact name of registrant as specified in its charter)

                   Delaware                        94-2657368
        (State or other jurisdiction           (I.R.S. Employer
         of incorporation or                  Identification No.)
         organization)

        6140 Stoneridge Mall Rd., Suite 590, Pleasanton, CA 94588
        (Address of principal executive offices)     (Zip Code)

        Registrant's telephone number, including area code

                             (510) 460-3600

        Indicate by check mark whether the registrant (1) has filed all reports
        required to be filed by Section 13 or 15(d) of the Securities Exchange
        Act of 1934 during the preceding 12 months (or for such shorter period
        that the registrant was required to file such reports), and (2) has been
        subject to such filing requirements for the past 90 days.

                             Yes  X     No
                                -----     -----
        Indicate the number of shares outstanding of each of issuer's classes of
        common stock, as of the latest practicable date.

         Common Stock, $.10 par value         14,870,278 Shares
                   Class                       Outstanding at
                                             February 27, 1998







The undersigned registrant hereby restates its Financial Data Schedules
previously filed as exhibits to its Form 10-Q for fiscal quarter ended January
31, 1997, and its Form 10-K for each of the fiscal years ended October 31, 1995,
1996 and 1997. The restated Financial Data Schedules are being provided to
reflect the retroactive impact on earnings per share of Statement of Financial
Accounting Standards No. 128, "Earnings per Share," adopted by the Company in
the first quarter of fiscal 1998.

PART II.  Item 6.  Exhibits

   (a)  Exhibits.

   Exhibit
   Number          Description
   -------         -----------
     27            Financial Data Schedule for quarter ended January 31, 1997.

     27            Financial Data Schedule for year ended October 31, 1995.

     27            Financial Data Schedule for year ended October 31, 1996.

     27            Financial Data Schedule for year ended October 31, 1997.








                                    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 thereunto duly authorized.

                                                 The Cooper Companies, Inc.
                                             -----------------------------------
                                                        (Registrant)

Date: April 17, 1998                                /s/ Robert S. Weiss
                                             -----------------------------------
                                             Executive Vice President, Treasurer
                                                 and Chief Financial Officer







 

5 1,000 3-MOS OCT-31-1997 NOV-01-1996 JAN-31-1997 2,636 0 24,310 1,995 11,000 40,516 51,422 15,203 102,808 32,245 47,544 1,168 0 0 17,507 102,808 17,027 28,376 5,031 15,713 0 0 1,229 2,896 (414) 3,310 0 0 0 3,310 .28 .28
5 1,000 YEAR OCT-31-1995 NOV-01-1994 OCT-31-1995 11,207 0 19,958 2,241 9,570 41,228 46,597 12,535 91,992 39,613 43,490 1,158 0 0 (2,907) 91,992 55,296 97,090 17,549 58,003 0 2,300 4,741 230 115 115 0 0 0 115 .01 .01
5 1,000 YEAR OCT-31-1996 NOV-01-1995 OCT-31-1996 6,837 0 23,619 1,969 10,363 42,495 49,306 14,632 102,909 33,308 47,920 1,167 0 0 14,163 102,909 66,118 109,131 19,911 60,146 0 1,847 5,312 12,115 (4,488) 16,603 0 0 0 16,603 1.43 1.41
5 1,000 12-MOS OCT-31-1997 NOV-01-1996 OCT-31-1997 48,249 0 29,815 2,346 15,096 68,569 56,578 17,055 175,298 33,617 8,552 1,480 0 0 110,053 175,298 88,769 141,473 27,325 73,863 0 0 4,214 21,784 (26,606) 48,390 (18,000) 992 0 31,382 2.46 2.39