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 26, 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.

By order dated October 26, 1998, (the "Order") the Delaware Chancery Court
dismissed the action entitled Tauber v. The Cooper Companies, Inc. et al.,
without prejudice to the putative class. The plaintiff had voluntarily sought
the dismissal, with plaintiff and defendants bearing their respective costs of
the action, and no compensation in any form having been given or promised to
plaintiff. The action, which had been commenced in August 1998, challenged the
Company's shareholders' rights plan in effect at the time. A copy of the Order
is attached and is incorporated by reference herein.



ITEM 7.  Financial Statements and Exhibits.

                  (c) Exhibits.



Exhibit
  No.             Description
- -------           -----------
               
99.1              Stipulation of Voluntary Dismissal









                                    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:  November 3, 1998

EX-99

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY


- ----------------------------------------------
RACHELA TAUBER, on behalf of herself          )
and all others similarly situated             )
                                              )
                       Plaintiff,             )
                                              )
        v.                                    )
                                              )
THE COOPER COMPANIES, INC.,                   )       Civil Action No. 16572-NC
A. THOMAS BENDER, MICHAEL H.                  )
KALKSTEIN, MOSES MARX, DONALD                 )
PRESS, STEVEN ROSENBERG, ALLAN E.             )
RUBENSTEIN, ROBERT S. WEISS, and              )
STANLEY ZINBERG,                              )
                                              )
                          Defendants.         )
                                              )
- ----------------------------------------------


                       STIPULATION OF VOLUNTARY DISMISSAL

         Pursuant to Court of Chancery Rules 23(e) and 41(a)(l), the Plaintiff
hereby voluntarily dismisses the Complaint in its entirety, without prejudice to
the class.
         Plaintiff and each of the Defendants shall bear their own respective
costs, including attorneys' fees and expenses, in connection with this Action
and this Dismissal. Plaintiff represents that no compensation in any form has
passed directly or indirectly from any of the Defendants to the Plaintiff or his
attorneys, and that no promise to give any such compensation has been made.






DATED:  October 13, 1998
                                  /s/ Jay W. Eisenhofer
                                  --------------------------------------
                                  Jay W. Eisenhofer (Del. I.D. #2864)
                                  GRANT & EISENHOFER, P.A.
                                  1220 N. Market Street, Suite 500
                                  Wilmington, DE  19801
                                  (302) 622-7000
                                  Attorneys for Plaintiff Rachela Tauber




                                  /s/ William M. Lafferty
                                  --------------------------------------
                                  William M. Lafferty (Del. I.D. #2755)
                                  MORRIS, NICHOLS ARSHT & TUNNELL
                                  1201 N. Market Street
                                  P.O. Box 1347
                                  Wilmington, DE  19899
                                  (302) 658-9200
                                  Attorneys for Defendants The Cooper Companies,
                                  Inc., A. Thomas Bender, Michael H. Kalkstein,
                                  Moses Marx, Donald Press, Steven Rosenberg,
                                  Allan E. Rubenstein, Robert S. Weiss, and
                                  Stanley Zinberg




         SO ORDERED this 26th day of October, 1998.


                                   /s/ William B. Chandler
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