8-K

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                       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): September 3, 1998

                           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 Identification No.)
   of incorporation)




       6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
                    (Address of principal executive offices)

                                 (925) 460-3600
              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS.

On September 3, 1998, The Cooper Companies, Inc. (the "Company") issued a press
release announcing that its Board of Directors has authorized the purchase of up
to one million shares of its common stock and that the Company remains
comfortable with analysts' earnings consensus. 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 September 3, 1998 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:  September 9, 1998










                                  EXHIBIT INDEX




Exhibit                                                            Sequentially
  No.      Description                                             Numbered Page
- -------    -----------                                             -------------
                                                             
99.1       Press Release dated September 3, 1998 of The Cooper
           Companies, Inc.

EX-99

CONTACT:

Norris Battin
E-mail: nbattin@usa.net
888-822-2660

FOR IMMEDIATE RELEASE

                      COOPER COMPANIES TO REPURCHASE SHARES

              REMAINS COMFORTABLE WITH ANALYSTS' EARNINGS CONSENSUS

        IRVINE, Calif., September 3, 1998--The Cooper Companies, Inc.,
(NYSE/PCX: COO) announced today that its Board of Directors has authorized the
purchase of up to one million shares of its common stock. The shares will be
purchased in open market regular or block transactions from time to time as
market conditions warrant.

        A. Thomas Bender, Cooper's president and chief executive officer said,
"We believe that investing in our shares at this time is a sound decision. Also,
in the face of the recent decline in the stock price, I want to reiterate that
we continue to be confident of achieving analysts' consensus earnings estimates
for our fourth fiscal quarter ending this October 31, and for fiscal 1999. Just
last week we reported strong earnings for the third quarter--12% above analyst's
expectations--and outlined for investors the growth strategies for each of our
businesses. We are committed to executing these strategies and continue to
believe in their viability."

        During its conference call with investors last week, Cooper reviewed its
strategy in the soft contact lens market noting that its strong position in the
high margin toric segment of the U.S. market (toric lenses correct astigmatism)
differentiates it from competitors who are facing sluggish growth in the more
commodity-like spherical lens segment. Through the first nine months of its
fiscal year, Cooper's contact lens sales--excluding the sales of a recent
acquisition in the U.K.--have grown 36%. The U.S. market, according to
independent market research, is up only 2% through the first half of the year.
If sales of Aspect Vision Care, Ltd., acquired by Cooper in December, 1997 to
expand its overseas presence, are included, contact lens sales in this period
have grown 91% to $85.8 million.

        Forward-Looking Statements

        Statements in this release that are not based on historical fact may be
"forward-looking statements" as defined by the Private Securities Litigation
Reform Act of 1995. They include words like "may", "will", "expect", "estimate",
"anticipate", "continue" or similar terms and reflect the Company's current
analysis of existing trends. Actual results could differ materially from those
indicated due to: major changes in business conditions and the economy, loss of
key senior management, major disruptions in the operations of the Company's
manufacturing facilities or hospitals, new competitors or technologies,
significant disruptions caused by the failure to address the Year 2000 issue,
acquisition integration costs, foreign currency exchange exposure, investments
in research and development and other start-up projects, dilution to earnings
per share from stock issuances or acquisitions, regulatory issues, changes in
reimbursement rates and payor mix, significant environmental clean-up costs more
than those already accrued, litigation costs, costs of business divestitures,
and items listed in the Company's SEC reports, including the section entitled
"Business " in its Annual Report on Form 10-K for the year ended October 31,
1997.










        The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products and services. Corporate offices are located
in Irvine and Pleasanton, Calif. CooperVision, headquartered in Irvine, Calif.,
with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y.,
Toronto, Canada and Southampton, England, markets a broad range of contact
lenses for the vision care market. CooperSurgical, headquartered in Shelton,
Conn., markets diagnostic and surgical instruments, equipment and accessories
for the gynecological market. Hospital Group of America, provides psychiatric
services through facilities in Delaware, Illinois, Indiana and New Jersey and
satellite locations.

          NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Company's
Internet address is www.coopercos.com.