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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934

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THE COOPER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 94-2657368
(State of incorporation or organization) (I.R.S. Employer Identification No.)
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY 07024
(Address of principal executive offices) (Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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10% SENIOR SUBORDINATED SECURED THE PACIFIC STOCK EXCHANGE
NOTES DUE 2003

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None
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ITEM 1.DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The information set forth under 'Description of New Notes' in the Amended
and Restated Offer to Exchange and Consent Solicitation, dated December 15,
1993, of The Cooper Companies, Inc. (the 'Company'), filed as Exhibit (a)(16) to
Amendment No. 7 to the Company's Schedule 13E-4 filed with the Securities and
Exchange Commission on December 15, 1993 (File No. 1-8597), is incorporated
herein by reference.

ITEM 2.MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT
NUMBER
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3.1 -- Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-3 (No. 33-17330) and Exhibits 19a and 19c to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1988 (File No. 1-8597).
3.2 -- Amended and Restated By-Laws.
4.1 -- Indenture, dated as of March 1, 1985, between the Company and Security Pacific National Bank,
incorporated by reference to Exhibit 28(a) to the Company's Registration Statement on Form S-3 (File
No. 33-11298).
4.2 -- First Supplemental Indenture, dated as of June 29, 1989, between the Company and Bankers Trust
Company, as successor trustee, with respect to the 10 5/8% Convertible Subordinated Reset Debentures
due 2005, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
July 13, 1989 (File No. 1-8597).
4.3 -- Second Supplemental Indenture, dated January 6, 1994 entered into between the Company and Bankers
Trust Company, as successor trustee, with respect to the 10 5/8% Convertible Subordinated Reset
Debentures due 2005.
4.4 -- Rights Agreement, dated as of October 29, 1987, between the Company and The First National Bank of
Boston, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated
October 29, 1987 (File No. 1-8597).
4.5 -- Amendment No. 1 to Rights Agreement, dated as of June 14, 1993, between the Company and The First
National Bank of Boston, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 1993 (File No. 1-8597).
4.6 -- Certificate of Designations, Preferences, and Relative Rights, Qualifications, Limitations and
Restrictions of the Series B Preferred Stock and Series C Preferred Stock of the Company, incorporated
by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended April
30, 1993 (File No. 1-8597).
4.7 -- Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of
The Cooper Companies, Inc., incorporated by reference to Exhibit 4.10 of the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1989 (File No. 1-8597).
4.8 -- Indenture, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust Company, as
trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
4.9 -- Pledge Ageement, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust Company, as
trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

THE COOPER COMPANIES, INC.

By: s/s MARISA F. JACOBS
...................................
Name: MARISA F. JACOBS
Title: Secretary and Associate
General Counsel

Dated January 18, 1994

EXHIBIT INDEX

EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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3.1 Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit
4(a) to the Company's Registration Statement on Form S-3 (No. 33-17330) and Exhibits 19a
and 19c to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1988 (File No. 1-8597).
3.2 Amended and Restated By-Laws.
4.1 Indenture, dated as of March 1, 1985, between the Company and Security Pacific National
Bank, incorporated by reference to Exhibit 28(a) to the Company's Registration Statement
on Form S-3 (File No. 33-11298).
4.2 First Supplemental Indenture, dated as of June 29, 1989, between the Company and Bankers
Trust Company, as successor trustee, with respect to the 10 5/8% Convertible
Subordinated Reset Debentures due 2005, incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated July 13, 1989 (File No. 1-8597).
4.3 Second Supplemental Indenture, dated January 6, 1994 entered into between the Company
and Bankers Trust Company, as successor trustee, with respect to the 10 5/8% Convertible
Subordinated Reset Debentures due 2005.
4.4 Rights Agreement, dated as of October 29, 1987, between the Company and The First
National Bank of Boston, incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated October 29, 1987 (File No. 1-8597).
4.5 Amendment No. 1 to Rights Agreement, dated as of June 14, 1993, between the Company and
The First National Bank of Boston, incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1993
(File No. 1-8597).
4.6 Certificate of Designations, Preferences, and Relative Rights, Qualifications,
Limitations and Restrictions of the Series B Preferred Stock and Series C Preferred
Stock of the Company, incorporated by reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 1993 (File No. 1-8597).
4.7 Certificate of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of The Cooper Companies, Inc., incorporated by reference to Exhibit 4.10
of the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989
(File No. 1-8597).
4.8 Indenture, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust
Company, as trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.
4.9 Pledge Ageement, dated January 6, 1994 between the Company and IBJ Schroder Bank & Trust
Company, as trustee, with respect to the 10% Senior Subordinated Secured Notes due 2003.