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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): January 27, 1999

                           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 January 27, 1999, The Cooper Companies, Inc. (the "Company") issued a press
release announcing it expects first quarter revenue shortfall. 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 January 27, 1999 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:  February 3, 1999




 



                                  EXHIBIT INDEX





Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page
- -------        -----------                                              -------------
                                                                
99.1           Press Release dated January 27, 1999 of The Cooper
               Companies, Inc.