Filed Pursuant to Rule 424(b)(3) of the
                                   Securities Act of 1933, as amended
                                   (Registation No. 33-50016)


                      PROSPECTUS SUPPLEMENT


                   THE COOPER COMPANIES, INC.
                4,850,000 SHARES OF COMMON STOCK
                   ($.10 PAR VALUE PER SHARE)


          This Supplement supplements the prospectus, dated
November 20, 1992 (the "Prospectus"), relating to up to 4,850,000
shares (the "Shares") of common stock, par value $.10 per share
(the "Common Stock"), of The Cooper Companies, Inc., a Delaware
corporation (the "Company"), which may be offered for sale by a
certain stockholder of the Company (the "Selling Stockholder"). 
Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Prospectus.

          The cross reference on the cover page of the Prospectus
is hereby supplemented to read in its entirety as follows:

"SEE "SIGNIFICANT INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF
CERTAIN FACTORS, INCLUDING THE COMPANY'S HISTORY OF LOSSES AND
ITS CRIMINAL CONVICTION AND SENTENCING IN CONNECTION WITH A HIGH-
YIELD BOND "FRONT-RUNNING" SCHEME INVOLVING A FORMER CO-CHAIRMAN
OF THE COMPANY AND A PROPOSED SETTLEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") ARISING OUT OF SUCH SCHEME AND OTHER
MATTERS, THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY."
                        _________________

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS
AS SUPPLEMENTED HEREBY.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                        -----------------

          The date of this Supplement is August 1, 1994


         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          A copy of any or all of the documents incorporated in
the Prospectus by reference (other than exhibits unless such
exhibits are specifically incorporated by reference in any such
document) will be provided without charge to any person,
including a beneficial owner, to whom a copy of the Prospectus
and this Supplement is delivered, upon written or oral request. 
Requests for such copies should be addressed to the Secretary of
the Company, 1 Bridge Plaza, Fort Lee, New Jersey 07024
(telephone number:  (201) 585-5100).

                           THE COMPANY

          The information under "The Company" on page 3 of the
Prospectus is supplemented by the following:  "The principal
executive offices of the Company are located at 1 Bridge Plaza,
Fort Lee, New Jersey 07024, and its telephone number is (201)
585-5100."

              SIGNIFICANT INVESTMENT CONSIDERATIONS

          The information under "Significant Investment
Considerations - Diversification" and "-Investment Company Act
of 1940" on page 4 of the Prospectus is no longer applicable.  

HISTORY OF LOSSES AND FINANCIAL CONDITION

          The information under "-History of Losses and
Financial Condition," commencing on page 3 of the Prospectus, is
supplemented as follows:

          "The Company has experienced substantial losses from
continuing operations in each of the fiscal years ended October
31, 1988 through 1993.  During the six months ended April 30,
1994, the Company experienced a net loss of $9,000,000, which
resulted in the Company's stockholders' equity moving into a
deficit position.  A large portion of such $9,000,000 reflects
legal fees and other costs related to the Company's criminal
trial and SEC action (see "-Indictment and SEC Complaint" in
this Supplement).  That loss, together with costs associated with
the Company's exchange offer and consent solicitation, completed
in January 1994, resulted in a decrease of $7,595,000 in the
Company's cash, cash equivalents and temporary investments during
the first six months of fiscal 1994. In connection with the
exchange offer and consent solicitation, the Company (i) issued
approximately $22,000,000 aggregate principal amount of 10%
Senior Subordinated Secured Notes due 2003 (the "Notes") and paid
approximately $4,350,000 in cash in exchange for approximately
$30,000,000 aggregate principal amount of its 10-5/8% Convertible
Subordinated Reset Debentures due 2005 (the "Debentures"), (ii)
amended the indenture governing the Debentures (the "Indenture")
to, among other things, (a) eliminate a covenant (with which the
Company was not in compliance) requiring the Company to
repurchase Debentures and (b) reduce the conversion price at
which holders may convert Debentures into Common Stock from
$27.45 to $5.00 per share, and (iii) obtained a waiver of any and
all Defaults and Events of Default (as such terms are defined in
the Indenture) that occurred or may have occurred prior to the
expiration of the exchange offer at 5:00 p.m., Eastern Standard
Time, on January 6, 1994.

          "The Company currently anticipates that, at least
during the remainder of fiscal 1994, it is likely to continue to
experience net cash outflows, primarily as a result of continued
legal and other costs associated with pending litigation,
payments required by the Company's settlement of liabilities
relating to breast implants, as discussed under "-Litigation" in
this Supplement, penalties imposed upon the Company, as discussed
under "-Indictment and SEC Complaint" in this Supplement, and
research and development costs of CooperVision Pharmaceuticals,
Inc. ("CVP").  As a result, the Company needs to raise funds
through borrowings or other financings or sales of assets.

                             2

          "The Independent Auditors' report on the Company's
consolidated financial statements as of and for the fiscal year
ended October 31, 1993, contained in the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1993 (the
"1993 Annual Report"), contains the following statement:

          "The accompanying financial statements have been
          prepared assuming that the Company will continue as a
          going concern.  During the past three fiscal years, the
          Company has suffered significant losses and negative
          cash flows.  In addition, as  discussed in Note 18 to
          the financial statements the Company is exposed to
          contingent liabilities related to a criminal conviction
          and a Securities and Exchange Commission action.  Such
          losses, negative cash flows, and contingent liabilities
          raise substantial doubt about the Company's ability to
          continue as a going concern.  The consolidated
          financial statements and financial statement schedules
          do not include any adjustments that might result from
          the outcome of these uncertainties."  

          "In light of the foregoing, there is no assurance that
the Company will not face severe liquidity problems or that the
Company could not be forced in the future to seek protection
under the Bankruptcy Code.  The Company is currently exploring
numerous alternatives for raising cash, including sales and
leasebacks, debt financing, factoring and out-licensing rights to
Verapamil, outside of North America.  (Verapamil, which is
presently undergoing Phase III testing with the U.S. Food and
Drug Administration, is CVP's compound patented for the treatment
of ocular hypertension and other symptoms of glaucoma.)  There
can be no assurance that the Company will be successful in
raising adequate cash through these activities.

          "See Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Capital Resources
& Liquidity" in Part I of the Company's Quarterly Report on Form
10-Q for the fiscal quarter and six months ended April 30, 1994
(the "1994 Second Quarter Report"), which document is
incorporated by reference into the Registration Statement of
which the Prospectus is a part."

LITIGATION

          The information under "-Litigation," commencing on
page 5 of the Prospectus, is supplemented as follows:

          "On September 28, 1993, the Company reached an
agreement (the "MEC Agreement") with MEC and BMS which limited
the Company's liability for breast implant litigation.  Pursuant
to the MEC Agreement, MEC agreed, subject to limited exceptions,
to take responsibility for substantially all of the breast
implant liability, and the Company agreed to pay MEC an aggregate
amount of between $12,000,000 and $30,000,000 over ten years, the
actual amount to be determined by the Company's net income before
taxes in each of the years 1999 through 2003.  In October 1993
the Company made an initial payment of $3,000,000 to MEC.  See
Note 14 for a discussion of the schedule of payments to be made
to MEC, and Note 18 for a description of the breast implant
liability and the MEC Agreement, of Item 8 "Notes to Consolidated
Financial Statements" in the 1993 Annual Report.

          "For information with respect to other litigation, see
"-Indictment and SEC Complaint" in this Supplement and Item 3
"Legal Proceedings" in the 1993 Annual Report and Item 1 "Legal
Proceedings in the 1994 Second Quarter Report, Part II, which
documents are incorporated by reference into the Registration
Statement of which the Prospectus is a part." 

                             3


INDICTMENT AND SEC COMPLAINT

          The information under "-Indictment and SEC Complaint,"
commencing on page 6 of the Prospectus, is supplemented as
follows:

          "On January 13, 1994, the Company was found guilty on
six counts of mail fraud and one count of wire fraud in
connection with the "front-running" scheme, based upon Gary
Singer's conduct, but acquitted of charges of conspiracy and
aiding and abetting violations of the Investment Advisors Act of
1940, as amended.  Mr. Singer was found guilty on 21 counts.  One
count against Mr. Singer and the Company was dismissed at trial,
and two counts against Mr. Singer relating to forfeiture
penalties were resolved by stipulation between the government and
Mr. Singer.  Mr. Singer, who had been on a leave of absence since
May 1992, resigned from all of his positions with the Company on
January 20, 1994.  The Company was sentenced on July 15, 1994, at
which time it was ordered to make restitution to Keystone in the
amount of $1,310,166 within 30 days and to pay a non-interest-
bearing fine over the next three years in the amount of
$1,831,568.

          "On July 15, 1994, the Company announced that it had
completed negotiating an agreement with the SEC settling the SEC
civil enforcement action in connection with the "front-running"
arrangement, the alleged manipulation of the price of the
Company's 10-5/8% Convertible Subordinated Reset Debentures due
2005 to avoid an interest-rate reset and other matters, and that
the staff of the SEC intends to recommend to the SEC that it
approve the settlement.  The principal terms  of the agreement
involve the Company's agreement to permanent injunctions against
violations of the antifraud, periodic reporting and certain other
provisions of the federal securities laws and from employing any
members of the Singer family, the disgorgement of $1,621,474
(consisting of $1,310,166 to Keystone and $311,308 relating to
the interest rate reset issue) and the Company's payment of a
civil penalty in the amount of $1,150,000.  The agreement
provides, however, that the amount of disgorgement will be
reduced by any restitution paid, and the amount of the penalty
will be reduced by the amount of any fine imposed, in the
criminal case.  As a result of such offsets, the Company will be
required to pay a penalty of $311,308 to the SEC upon approval of
the settlement agreement.

          "See "-History of Losses and Financial Condition" in
this Supplement for information with respect to the possible
effect of such sentence and settlement on the financial condition
of the Company."

MANAGEMENT

          The information under "-Management" on page 7 of the
Prospectus is supplemented as follows:

          "Gary Singer, who had been on a leave of absence since
May 1992, resigned from all of his positions with the Company on
January 20, 1994.  Steven Singer, an Executive Vice President and
Chief Operating Officer of the Company, has been on a leave of
absence since March 29, 1994.  He and the Company are negotiating
the terms of his termination agreement.  Joseph C. Feghali,
Steven Singer's father-in-law, will not stand for reelection as a
director at the Company's 1994 Annual Meeting of Stockholders to
be held on September 13, 1994.  See "-Indictment and SEC
Complaint" in this Supplement.  On May 23, 1994, the Company's
Board of Directors promoted A. Thomas Bender, President of the
Company's CooperVision subsidiary and previously Senior Vice
President, Operations of the Company, to the positions of
Executive Vice President and Acting Chief Operating Officer of
the Company, and elected Mr. Bender a director to fill the
vacancy created by the resignation from the Board of Robert S.
Weiss, who remains the Company's Senior Vice President, Treasurer 
and Chief Financial Officer.  On 

                             4

July 7, 1994,  Allan E. Rubenstein, who
had served as Acting Chairman of the Board since April 14, 1993,
was elected Chairman of the Board.  Dr. Rubenstein and directors
Mark A. Filler and Mel Schnell currently comprise the Management
Committee of the Board, which oversees the management and
direction of the Company's businesses. For information on the
Selling Stockholder's designation of certain persons to the Board
of Directors of the Company, including Mr. Schnell, see "The
Selling Stockholder" in this Supplement."
          
                     THE SELLING STOCKHOLDER
          
          The information under "The Selling Stockholder,"
commencing on page 5 of the Prospectus, is supplemented as
follows:

          "On June 14, 1993, the Company acquired from CLS all of
the Company's then outstanding Senior Exchangeable Redeemable
Preferred Stock, together with all rights to any dividends or
distributions thereon, in exchange (the "Exchange") for 345
shares of a newly created series of preferred stock of the
Company designated Series B Preferred Stock (the "Series B
Preferred Stock"), having a par value of $.10 per share and a
liquidation preference of $10,000 per share (an aggregate of
$3,450,000).  Shares of Series B Preferred Stock are convertible,
at the option of CLS, into one share of Common Stock for each
$1.00 of liquidation preference of such Series B Preferred Stock
(subject to customary antidilution adjustments).  The Company has
the right to compel conversion of the Series B Preferred Stock at
any time after (a) the average of the closing sale prices for the
common stock on its principal trading market on the trading days
during any period of 90 consecutive calendar days is at least
$1.375 and (b) on at least 80% of the trading days during such
period the closing sale price is at least $1.375.  The Company
has entered into a registration rights agreement providing for
the registration under the Securities Act of the shares of Common
Stock issuable upon conversion of the Series B Preferred Stock.

          "The Company also entered into a Settlement Agreement,
dated June 14, 1993 (the "Settlement Agreement"), to resolve all
disputes with CLS, pursuant to which, among other things, CLS
agreed to certain restrictions on its voting and transfer of
securities of the Company, and the Company agreed to nominate and
use its reasonable best efforts to cause, and CLS agreed to vote
all shares of Common Stock owned by it in favor of, the election
of a Board of Directors of the Company consisting of eight
members, five of whom are to be designated by the Company and
three (who are reasonably acceptable to the Company) are to be
designated by CLS.  Pursuant to such agreement, three members of
the Board (Messrs. Donald Press, Steven Rosenberg, Vice President
and Chief Financial Officer of CLS, and Mel Schnell, President
and a Director of CLS) have been designated by CLS.  The number
of CLS designees will decline to two if CLS owns less than
5,400,000 shares of Common Stock and to one if CLS owns less than
2,400,000 (but at least 1,000,000) shares of Common Stock
(treating as owned for this purpose any shares of Common Stock
into which Series B Preferred Stock owned by CLS is convertible),
subject to CLS's right to designate additional directors if the
term of the agreement is extended under certain circumstances. 
For a detailed description of the Exchange, the Settlement
Agreement and the Series B Preferred Stock, see Notes 8 and 15 of
Item 8 "Notes to Consolidated Financial Statements" in the 1993
Annual Report, which document is incorporated by reference into
the Registration Statement of which the Prospectus is a part."

                       MANAGEMENT CHANGES

          The information under "Management Changes," commencing
on page 9 of the Prospectus, is no longer applicable.  See the
Company's Proxy Statement, dated August 12, 1993, relating to the
1993 Annual Meeting of Stockholders, which document is
incorporated by reference into the Registration

                             5


Statement of which the Prospectus is a part,  and "Significant Investment
Considerations - Management" and "The Selling Stockholder" in this Supplement.


                             EXPERTS

          The information under "Experts" on page 10 of the
Prospectus is supplemented as follows:

          "The consolidated financial statements and schedules of
the Company as of October 31, 1993 and October 31, 1992 and for
each of the years in the three year period ended October 31, 1993
have been incorporated by reference into the Registration
Statement of which the Prospectus is a part in reliance upon the
report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference into the Registration
Statement of which the Prospectus is a part, and upon the
authority of said firm as experts in accounting and auditing.

          "The report of KPMG Peat Marwick covering the October
31, 1993 consolidated financial statements and schedules of the
Company contains an explanatory paragraph stating that the
Company's significant losses, negative cash flows and, as
discussed in Note 18 to the financial statements, exposure to
contingent liabilities related to a criminal conviction and SEC
action raise substantial doubt about the Company's ability to
continue as a going concern.  The consolidated financial
statements and financial statement schedules do not include any
adjustments that might result from the outcome of these
uncertainties.  See "Significant Investment Considerations -
History of Losses and Financial Condition", "-Litigation" and 
"-Indictment and SEC Complaint" in this Supplement for a further
description of these matters."
                             6