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February 12, 1999
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: Schedule 13G
Cooper Companies, Inc.
As of December 31, 1998
Gentlemen:
In accordance with Section 13(d)(5) of the Securities
Exchange Act of 1934, attached please find a copy of
Schedule 13G for the above named company showing beneficial
ownership of 5% or more as of December 31, 1998 filed on
behalf of Awad Asset Management, Inc.
Very truly yours,
Kenneth K. Koster
Chief Compliance Officer
KKK:jmw
Enclosures
cc: Office of the Corporate Secretary
Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588
Securities Division
New York Stock Exchange
11 Wall Street
New York, NY 10005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cooper Companies, Inc.
(Name of Issuer)
Common Stock par value $.10 per share
(Title of Class of Securities)
216648402
(CUSIP Number)
Check the following box if a fee is being paid with this
statement _____. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
CUSIP NO. 216648402 13G
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Awad Asset Management, Inc.
58-2372400
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)______
(B)______
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,058,300
BENEFICIALLY 6 SHARED VOTING POWER
OWNED - - -
AS OF
DECEMBER 31, 1998 7 SOLE DISPOSITIVE POWER
BY EACH 1,058,300
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH - - -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,058,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS RPRESENTED BY AMOUNT IN ROW 9
7.1%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
Item 1(a) Name of Issuer:
Cooper Companies, Inc.
Item 1(b) Address of Issuer's Principal Executing Offices:
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588
Item 2(a) Name of Person Filing:
Awad Asset Management, Inc.
Item 2(b) Address of Principal Business Office:
250 Park Avenue, 2nd Floor
New York, NY 10177
Item 2(c) Citizenship:
New York
Item 2(d) Title of Class of Securities:
Common Stock par value $.10 per share
Item 2(e) CUSIP Number:
216648402
Item 3 Type of Reporting Person:
(e) Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940
Page 3 of 5 Pages
Item 4 Ownership as of December 31, 1998:
(a) Amount Beneficially Owned:
1,058,300 shares of common stock beneficially owned including:
No. of Shares
Awad Asset
Management, Inc. 1,058,300
(b) Percent of Class: 7.1%
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed
Deemed Deemed to have to have
to have to have Sole Power Shared Power
Sole Power Shared Power to Dispose to Dispose
to Vote or to Vote or or to or to
to Direct to Direct Direct the Direct the
to Vote to Vote Disposition Disposition
Awad Asset 1,058,300 ---- 1,058,300 ----
Management, Inc.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following.
(____)
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
Page 4 of 5 Pages
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification:
By signing below I certify that to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 12, 1999 AWAD ASSET MANAGEMENT, INC.
__________________________________
Kenneth K. Koster
Chief Compliance Officer
Page 5 of 5 Pages