(NEWS RELEASE LETTERHEAD)

CONTACT:

Norris Battin
The Cooper Companies, Inc.
888-822-2660
714-673-4299

nbattin@usa.net

FOR IMMEDIATE RELEASE

THE COOPER COMPANIES REPLACES EXPIRED STOCKHOLDER'S RIGHTS  PLAN

               IRVINE, Calif., October 30, 1997- The Cooper Companies, Inc.
(NYSE:COO) announced today that it has declared a dividend distribution of one
Preferred Share Purchase Right for each outstanding share of the Company's
common stock, payable to stockholders of record November 17, 1997. These replace
Rights that expired yesterday under Cooper's prior stockholder rights plan. As
with the prior plan, the Rights will be exercisable only if a person or group
acquires 20% or more of the Company's common stock or announces a tender offer
for 20% or more of the common stock, subject to limited exceptions. The
distribution is not taxable to stockholders.

               The new Rights are intended to allow all Cooper stockholders to
realize the long-term value of their investment. The Rights do not prevent a
takeover of the Company, but are designed to encourage potential acquirers to
negotiate with the board of directors before attempting to do so. They are not
being distributed in response to any effort to acquire control of the Company.

               The Rights expire in 10 years and are designed to assure that all
Cooper stockholders receive fair and equal treatment in the event of any
proposed takeover and to guard against partial tender offers, open market
accumulation and other abusive tactics to gain control of the Company without
paying all stockholders a premium.

               Under certain circumstances, each Right will entitle stockholders
to buy one one-hundredth of a share of newly created Series A Junior
Participating Preferred Stock of the Company at an exercise price of $145. The
Company's board of directors will be entitled to redeem the Rights at $.01 per
Right at any time before, or within 10 days after, a person has acquired 20% or
more of the outstanding common stock.

               If a person becomes an "Acquiring Person", i.e., a person who
acquires 20% or more of the outstanding common stock of the Company, each Right
will entitle its holder to purchase, at the Right's then-current exercise price,
a number of shares of the Company having a market value at that time of twice
the Right's exercise price.






 





               Rights held by the Acquiring Person will become void and will not
be exercisable to purchase shares at the bargain purchase price. If the Company
is acquired in a merger or other business combination after a person has become
an Acquiring Person, each Right will entitle its holder to purchase, at the
Right's then-current exercise price, a number of the acquiring company's common
shares having a market value at that time of twice the Right's exercise price.
This provision will not apply if an acquisition that results in ownership of 20%
or more of the outstanding company common stock under a merger or other
acquisition agreement is approved by the Company's Board of directors prior to a
person becoming an Acquiring Person, or if the board, on the advice of its
investment banker, determines that a cash tender offer for all outstanding
shares is fair and in the best interest of the Company and its stockholders.

               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, Inc.,
headquartered in Irvine, Calif., with manufacturing facilities in Huntington
Beach, Calif., Rochester, N. Y., and Toronto, markets a broad range of contact
lenses for the vision care market. CooperSurgical, Inc., headquartered in
Shelton, Conn., markets diagnostic and surgical instruments, equipment and
accessories for the gynecological market. Hospital Group of America, Inc.
provides psychiatric services through hospitals in New Jersey, Delaware,
Illinois and Indiana and satellite locations near these facilities.

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