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): October 21, 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 October 21, 1998, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its intent to divest certain businesses of Hospital Group of
America to Universal Health Services, Inc. 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 October 21, 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:  October 23, 1998




                                  EXHIBIT INDEX





Exhibit                                                            Sequentially
  No.     Description                                              Numbered Page
- -------   -----------                                              -------------
                                                             
99.1      Press Release dated October 21, 1998 of The Cooper
          Companies, Inc.

EX-99

CONTACT:
Norris Battin
E-mail: nbattin@usa.net

FOR IMMEDIATE RELEASE

       COOPER COMPANIES TO DIVEST CERTAIN BUSINESSES OF HOSPITAL GROUP OF
                  AMERICA TO UNIVERSAL HEALTH SERVICES, INC.

     IRVINE, Calif., October 21, 1998 - The Cooper Companies, Inc. (NYSE/PCX:
COO) today announced that it has entered into a nonbinding letter of intent with
Universal Health Services, Inc. (NYSE:UHS) to divest certain assets and
liabilities of its Hospital Group of America, Inc. (HGA) unit to Universal. The
transaction is subject to the execution of a definitive purchase agreement, due
diligence, approval of both boards of directors and, among other conditions, the
successful completion of certain pending transactions with unaffiliated parties.

     The letter of intent calls for Universal to acquire the following
businesses: HGA's management services business, its Hampton Behavioral Health
Center, its Hospital Group of Illinois Behavioral Health System, comprised of
Hartgrove Hospital and its ancillary programs, and its Midwest Center for Youth
and Families. Universal will not acquire HGA's MeadowWood Behavioral Health
System, and HGA is currently pursuing other alternatives for the disposition of
MeadowWood.

     Under the proposed transaction, Universal would pay $30 million in cash for
the businesses it is purchasing from HGA.

     With the successful exit from the psychiatric services business, Cooper
will become a pure medical device company with two business units, CooperVision
which markets contact lenses and CooperSurgical which markets products for the
gynecological market.

     Universal Health Services, Inc. is the nation's third largest hospital
management company and has a total of 68 facilities nationwide including
medical, surgical and behavioral health hospitals and ambulatory surgery and
radiation therapy centers. UHS acts as advisor to Universal Health Realty Income
Trust, a Real Estate Investment Trust (NYSE:UHT).




Forward-Looking Statements

     Statements in this release 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 Cooper'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 Cooper's manufacturing
facilities or hospitals, new competitors or technologies, significant
disruptions caused by failure of third parties to address the Year 2000 issue or
by unforeseen delays in completing Cooper's Year 2000 compliance program,
acquisition integration costs, foreign currency exchange exposure, investments
in research and development and other start-up projects, dilution to earnings
per share from acquisitions or issuing stock, regulatory issues, changes in
reimbursement rates and payor mix, significant environmental clean-up costs
above those already accrued, litigation costs, costs of 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 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. 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 Cooper Company's
Internet address is www.coopercos.com.


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