Exhibit 4.1

                           CERTIFICATE OF ELIMINATION
                                       OF
                           THE COOPER COMPANIES, INC.

               The Cooper Companies, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware,

               DOES HEREBY CERTIFY:

               that the  following  resolutions  were  adopted  by the  Board of
Directors  of The Cooper  Companies,  Inc. at a meeting  duly called and held on
October 29, 1997:

               RESOLVED, that the Company will not in the future issue any
        shares of its Series A Participating Preferred Stock, par value $.10 per
        share, no shares of which are currently outstanding, pursuant to the
        Certificate of Designation, Preferences and Rights (the "Series A
        Certificate of Designation") for the Series A Junior Participating
        Preferred Stock that was filed on November 12, 1987 with the office of
        the Secretary of State of the State of Delaware.

               RESOLVED, that the Company will not in the future issue any
        shares of its Series B Preferred Stock, par value $.10 per share, and
        Series C Preferred Stock, par value $.10 per share, no shares of which
        are currently outstanding, pursuant to the Certificate of Designations,
        Preferences and Relative Rights, Qualifications, Limitations and
        Restrictions (the "Series B and C Certificate of Designation" and,
        together with the Series A Certificate of Designation, the "Certificates
        of Selection") for the Series B Preferred Stock and Series C Preferred
        Stock that was filed on June 14, 1993 with the Secretary of State of the
        State of Delaware.

               RESOLVED, that Chief Executive Officer, the President, the Chief
        Financial Officer and the Vice President of Legal Affairs of the
        Company, each of them acting individually, and each of the Secretary and
        the Assistant Secretaries of the Company acting in conjunction with any
        of the foregoing officers of the Company, be, and each of them hereby
        is, authorized and directed to file a certificate setting forth these
        resolutions pursuant to Section 151(g) of the General Corporation Law of
        the State of Delaware so that, pursuant to such Section 151(g), the
        Certificates of Designation shall be eliminated from the Company's
        Certificate of Incorporation and the shares previously designated by the
        Certificates of Designation shall revert to the status of authorized and
        unissued shares of Preferred Stock of the Company for which powers,
        designations, preferences and relative, participating, optional or other
        rights, if any,















        or the  qualifications,  limitations or  restrictions  thereof,  if any,
        shall not have been set forth in the Certificate of Incorporation of the
        Company or any amendment thereto.

               RESOLVED FURTHER, that the Chief Executive Officer, the
        President, the Chief Financial Officer and the Vice President of Legal
        Affairs of the Company, each of them acting individually, and each of
        the Secretary and the Assistant Secretaries of the Company acting in
        conjunction with any of the foregoing officers of the Company, be, and
        each of them hereby is, authorized, empowered, and directed, on behalf
        of the Company, to execute and deliver any and all certificates,
        agreements and other documents, take any and all steps and do any and
        all things which they may deem necessary or advisable in order to
        effectuate the purposes of each and all the foregoing resolutions.

               IN WITNESS WHEREOF,  The Cooper  Companies,  Inc. has caused this
certificate  to be signed by Robert S. Weiss,  its Executive  Vice President and
Chief Financial Officer, and attested by Carol R. Kaufman,  its Secretary,  this
30th day of October 1997.

                                               THE COOPER COMPANIES, INC.

                                               By: /s/ Robert S. Weiss
                                                  ------------------------------
ATTEST:

  /s/ Carol R. Kaufman
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Carol R. Kaufman
Secretary