<PAGE>

<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                           THE COOPER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                 <C>                                          <C> 
           DELAWARE                                                            94-2657368
(State or other jurisdiction of    6140 Stoneridge Mall Road, Suite 590       (I.R.S. Employer
 incorporation or organization)          Pleasanton, CA 94588               Identification Number)
                                            (510) 460-3600
                                 (Address of principal executive offices)
</TABLE>
                              --------------------
                                 1996 LONG TERM
                                 INCENTIVE PLAN

                          FOR NON-EMPLOYEE DIRECTORS OF
                           THE COOPER COMPANIES, INC.


                            (Full title of the plan)

                              --------------------
                                Carol R. Kaufman
                       Vice President of Legal Affairs and

                          Chief Administrative Officer
                           THE COOPER COMPANIES, INC.

                      6140 Stoneridge Mall Road, Suite 590
                              Pleasanton, CA 94588

                                 (510) 460-3600

 (Name, address and telephone number, including area code, of agent for service)

                              --------------------
                         Calculation of Registration Fee
<TABLE>
<CAPTION>

===================================================================================================================================
                                                                                        Proposed maximum
Title of each class of securties       Amount to be         Proposed maximum           aggregate offering          Amount of
       to be registered                 registered       offering price per share             price             registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                        <C>                   <C> 
Common Stock, par value $.10
share .............................    215,000 shs.(1)            (2)                    2,445,089.00(2)           $843.00
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights(3)         645,000                (3)                        (3)                   $100.00
===================================================================================================================================
</TABLE>

(1)      Represents  the  maximum  number  of shares  which  may be  distributed
         pursuant  to  the  Registration  Statement,  absent  operation  of  the
         anti-dilution  provisions of the Plan. Such  additional  undeterminable
         number  of shares as may be  required  by reason of such  anti-dilution
         provisions are hereby also registered. Of those shares, 7,393 shares of
         restricted  stock with 22,179  attached rights to acquire shares of the
         registrant's Series A Junior Participating Preferred Stock, and options
         for 31,250 shares,  have been issued to non-employee  directors subject
         to  approval of the Plan by the  stockholders  of the  registrant.  The
         stockholders of the registrant approved the Plan on March 27, 1996.

(2)      Estimated  for the  purpose of  calculating  the  registration  fee (i)
         pursuant to Rule 457(h) on the basis of the exercise price per share of
         outstanding  options  for  31,250  shares  at $5.91  per  share and the
         purchase price of $.10 per share for 7,393 shares of restricted  stock,
         and (ii)  pursuant  to Rule  457(c) for the  remaining  176,357  shares
         registered  hereunder (the average  ($12.813) of the high ($12.875) and
         low ($12.75) prices for the registrant's Common Stock quoted on the New
         York Stock Exchange on August 23, 1996).

(3)      Rights  to  acquire  shares  of  the   registrant's   Series  A  Junior
         Participating Preferred Stock are attached to and trade with the Common
         Stock of the registrant.  Value attributable to such Rights, if any, is
         reflected in the market price of the Common Stock.  Fee paid represents
         the minimum  statutory  fee pursuant to Section 6(b) of the  Securities
         Act of 1933.

                                         Total Pages 8
                                    Exhibit Index on Page 8


<PAGE>

<PAGE>



           This  Registration  Statement  on Form S-8 of The  Cooper  Companies,
      Inc., a Delaware corporation (the "Registrant"),  covers 215,000 shares of
      common stock,  par value $.10 per share,  of the  Registrant  (the "Common
      Stock")  reserved  for  issuance  under  the  Registrant's  1996 Long Term
      Incentive Plan for Non- Employee  Directors of The Cooper Companies,  Inc.
      (the  "Plan")  and  645,000  Rights to  acquire  shares of Series A Junior
      Participating  Preferred  Stock of the Registrant  attached to said shares
      (computed at the rate of three Rights per share after giving effect to the
      Registrant's  one-for-three  reverse stock split  effectuated in September
      1995). Of those shares,  7,393 shares of restricted stock, and options for
      31,250  shares,  have been  issued to  non-employee  directors  subject to
      approval  of  the  Plan  by  the  stockholders  of  the  Registrant.   The
      stockholders of the Registrant approved the Plan on March 27, 1996.

           The  information  called for in Part I of Form S-8 is not being filed
      with or  included  in this  Form S-8 (by  incorporation  by  reference  or
      otherwise) in accordance  with the rules and regulations of the Securities
      and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following  documents filed with the Commission by the Registrant are
incorporated herein by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal  year 
               ended October 31, 1995;

        (b)    The Registrant's Current Reports on Form 8-K dated March 5, 1996 
               and May 30, 1996;

        (c)    The Registrant's Quarterly Report  on  Form  10-Q for  the Fiscal
               Quarter ended January 31, 1996;

        (d)    The Registrant's Quarterly  Report on  Form  10-Q  for the Fiscal
               Quarter ended April 30, 1996; and

        (e)    The description of the Common  Stock  which is  contained  in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  on November 2, 1983 and
the  description  of the  Registrant's  Rights  contained  in  the  Registrant's
Registration  Statement  on Form 8-A filed under the Exchange Act on December 4,
1987.

        All Documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

        (Not Applicable)

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        (Not applicable)

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Paragraph  (b)  of  Article  X  of  the   Registrant's   Certificate  of
Incorporation  provides  that each  person  who was or is made a party to, or is
involved in, any action, suit or proceeding by reason of the fact that he or she
is or was a director,  officer or employee of the  Registrant (or was serving at
the request of the Registrant as a

                                      II-1

<PAGE>

<PAGE>



director,  officer,  employee or agent for another entity) while serving in such
capacity  shall,   except  in  certain  suits  initiated  by  such  persons,  be
indemnified and held harmless by the Registrant,  to the full extent  authorized
by the  Delaware  General  Corporation  Law,  as in effect  (or,  to the  extent
authority for  indemnification  is broadened,  as it may be amended) against all
expense,  liability or loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes or  penalties  and  amounts to be paid in  settlement)  reasonably
incurred by such person in connection therewith.  Paragraph (b) further provides
that rights  conferred  thereby  shall be contract  rights and shall include the
right to be paid by the  Registrant  the  expenses  incurred  in  defending  the
proceedings  specified  above, in advance of their final  disposition,  provided
that, if the Delaware  General  Corporation Law so requires,  such payment shall
only be made upon  delivery to the  Registrant  by the  indemnified  party of an
undertaking  to  repay  all  amounts  so  advanced  if it  shall  ultimately  be
determined  that the  person  receiving  such  payments  is not  entitled  to be
indemnified  under  Paragraph (b) or otherwise.  Paragraph (b) provides that the
Registrant may, by action of its Board of Directors,  provide indemnification to
its agents with the same scope and effect as the  foregoing  indemnification  of
directors, officers and employees.

        Paragraph (b) provides  that persons  indemnified  thereunder  may bring
suit against the Registrant to recover unpaid amounts  claimed  thereunder,  and
that if such suit is  successful,  the  expense of  bringing  such suit shall be
reimbursed by the Registrant.  Paragraph (b) further provides that while it is a
defense to such a suit that the person claiming  indemnification has not met the
applicable  standards of conduct making  indemnification  permissible  under the
Delaware General  Corporation law, the burden of proving the defense shall be on
the Registrant and neither the failure of the Registrant's Board of Directors to
have  made a  determination  that  indemnification  is  proper,  nor  an  actual
determination  by the  Board  of  Directors  that the  claimant  has not met the
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

        Paragraph (b) provides that the right to indemnification and the payment
of  expenses  incurred  in  defending  a  proceeding  in  advance  of its  final
disposition  shall not be exclusive of any other right which any person may have
or acquire  under any statute,  provision  of the  Registrant's  Certificate  of
Incorporation or By-Laws, or otherwise.

        Paragraph (b) also provides that the Registrant may maintain  insurance,
at its expense, to protect itself and any of its directors,  officers, employees
or agents against any expense,  liability or loss, whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

        Finally,  Paragraph  (b)  provides  that the  Registrant  may enter into
indemnification contracts consistent with its provisions. However, the existence
of a contract is not a precondition to indemnification under Paragraph (b).

        The Registrant  maintains  insurance covering its officers and directors
against  certain  liabilities  incurred  in their  capacities  as such,  and the
Registrant is insured against any payments which it is obligated to make to such
persons pursuant to the foregoing indemnification provisions.

        Article VII, Section 7 of the By-laws of the Registrant provides:

        "This  corporation  shall  indemnify,  to the  extent  permitted  by the
        General  Corporation  Law of Delaware as amended from time to time,  (a)
        each of its present and former  officers and Directors,  and (b) each of
        its present or former officers,  Directors,  agents or employees who are
        serving or have served at the request of this corporation as an officer,
        Director or partner (or in any similar position) of another corporation,
        partnership,  joint venture, trust or other enterprise, against expenses
        (including  attorney's  fees),  judgments,  fines  and  amounts  paid in
        settlement  actually  and  reasonably  incurred in  connection  with any
        threatened,  pending or completed action, suit or proceeding, whether by
        or in the right of this  corporation  by a third party or otherwise,  to
        which such  person is made a party or  threatened  to be made a party by
        reason of such  office in this  corporation  or in another  corporation,
        partnership,   joint   venture,   trust   or  other   enterprise.   Such
        indemnification  shall inure to the benefit of the heirs,  executors and
        administrators of any indemnified person.

                                      II-2

<PAGE>

<PAGE>



        To the extent  permitted  by the General  Corporation  Law of  Delaware,
        under general or specific  authority  granted by the Board of Directors,
        (a) this  corporation  by specific  action of the Board of Directors may
        furnish such indemnification to its agents and employees with respect to
        their activities on behalf of this corporation;  (b) this corporation by
        specific   action  of  the  Board  of   Directors   may   furnish   such
        indemnification to each present or former officer, director, employee or
        agent of a constituent corporation absorbed in a consolidation or merger
        with this corporation and to each officer,  director,  agent or employee
        who is or was serving at the request of such constituent  corporation as
        an  officer,   director,  agent  or  employee  of  another  corporation,
        partnership,  joint  venture,  trust or other  enterprise;  and (c) this
        corporation  may  purchase  and  maintain  indemnification  insurance on
        behalf of any of the officers, directors, agents or employees whom it is
        required or permitted to indemnify as provided in this Article."

        Section  145 of the  General  Corporation  Law of the State of  Delaware
empowers a corporation,  subject to certain limitations, to indemnify a director
or officer against expenses (including  attorneys' fees,  judgments,  fines, and
certain settlements)  actually and reasonably incurred by him in connection with
any suit or  proceeding  to  which he is,  by  reason  of the fact  that he is a
director or officer,  a party, so long as he acted in good faith and in a manner
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation, and, with respect to a criminal action or proceeding, so long as he
had no reasonable cause to believe his conduct to have been unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        (Not applicable)

ITEM 8. EXHIBITS

     Exhibit No.      Description

         4.1          Restated  Certificate  of   Incorporation,   as   amended,
                      incorporated   by   reference   to   Exhibit  4(a)  to the
                      Registrant's   Registration   Statement   on   Form    S-3
                      (No. 33-17330).

         4.2          Certificate  of  Amendment  of  Restated   Certificate  of
                      Incorporation  dated  September 21, 1995,  incorporated by
                      reference to Exhibit 3.2 to the Registrant's Annual Report
                      on Form 10-K for the fiscal year ended October 31, 1995.

         4.3          Amended   and   Restated   By-Laws   of  the   Registrant,
                      incorporated   by   reference   to  Exhibit   3.2  to  the
                      Registrant's Report on Form 8-A dated January 18, 1994.

         4.4          Rights  Agreement,  dated as of October 29, 1987,  between
                      the  Registrant  and The First  National  Bank of  Boston,
                      incorporated   by   reference   to  Exhibit   4.1  to  the
                      Registrant's  Current Report on Form 8-K (File No. 1-8597)
                      dated October 29, 1987.

         4.5          Amendment No. 1 to the Rights Agreement, dated as of  June
                      14, 1993, between the Registrant  and  The First  National
                      Bank of Boston, incorporated by reference  to Exhibit 10.4
                      to the Registrant's Quarterly Report on Form  10-Q for the
                      fiscal quarter ended April 30, 1993.

         4.6          Amendment  No.  2  to the  Rights Agreement,  dated  as of
                      January  16,  1995,  between  the Registrant and The First
                      National  Bank  of  Boston,  incorporated  by reference to
                      Exhibit 4.6 to  the  Registrant's Annual  Report  on  10-K
                      for the fiscal year ended October 31, 1994.

         5            Opinion of Latham & Watkins.

         23.1         Consent of Latham & Watkins (Incorporated in Exhibit 5).

                                      II-3

<PAGE>

<PAGE>



         23.2         Consent of KPMG Peat Marwick LLP.

         24           Power   of   Attorney   (included   on   page II-5 of this
                      Registration Statement).

ITEM 9. UNDERTAKINGS

        (a)    The Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement:

                      (i)    To include any prospectus required by Section 10(a)
               (3) of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the registration statement; and

                      (iii) To include any material  information with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the  Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement.

               (2) That, for the purpose of determining  any liability under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  registration  statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

               (3) To  remove  from  registration  by means of a  post-effective
        amendment any of the securities  being registered which remain unsold at
        the termination of the offering.

        (b) The Registrant  hereby  undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4

<PAGE>

<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pleasanton,  State of California, on the 28th day of
August, 1996.

                                    THE COOPER COMPANIES, INC.

                                    By:     /s/ Carol R. Kaufman
                                            ---------------------------------
                                            Carol R. Kaufman
                                            Vice President of Legal Affairs
                                              and Chief Administrative Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below does hereby  constitute and appoint Carol R. Kaufman and Robert S.
Weiss with full power of  substitution  and full power to act without the other,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could do in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Signature                    Title                          Date

/s/ A. Thomas Bender       
- ----------------------------  President, Chief Executive      August 28, 1996
    A. Thomas Bender          Officer and Director
                              (Principal Executive Officer)

/s/ Robert S. Weiss          
- ----------------------------- Executive Vice President,        August 28, 1996
    Robert S. Weiss           Treasurer and Chief Financial
                              Officer and Director (Principal
                              Financial Officer)

                                      II-5

<PAGE>

<PAGE>



/s/ Stephen C. Whiteford        Vice President and Corporate     August 28, 1996
- ------------------------------  Controller (Principal Accounting
    Stephen C. Whiteford        Officer


/s/ Allan E. Rubenstein, M.D.   Chairman of the Board of       August 28, 1996
- ------------------------------  Directors
    Allan E. Rubenstein, M.D.   

/s/ Mark A. Filler              Director                       August 28, 1996
- ------------------------------
    Mark A. Filler

/s/ Michael H. Kalkstein        Director                       August 28, 1996
- -----------------------------
    Michael H. Kalkstein

/s/ Donald Press                Director                       August 28, 1996
- -----------------------------
    Donald Press

/s/ Moses Marx                  Director                       August 28, 1996
- -----------------------------
    Moses Marx

/s/ Steven Rosenberg            Director                       August 28, 1996
- -----------------------------
    Steven Rosenberg

                                      II-6

<PAGE>

<PAGE>


                                  EXHIBIT INDEX

Exhibit

    Number                                     Description

- ----------------      ------------------------------------------------------

     4.1            Restated Certificate of Incorporation, as amended,
                    incorporated by reference to Exhibit 4(a) to the
                    Registrant's Registration Statement on Form S-3 (No.
                    33-17330).

     4.2            Certificate of Amendment of Restated Certificate of
                    Incorporation dated September 21, 1995, incorporated by
                    reference to Exhibit 3.2 to the Registrant's Annual Report
                    on Form 10-K for the fiscal year ended October 31, 1995.

     4.3            Amended and Restated By-Laws of the Registrant, incorporated
                    by reference to Exhibit 3.2 to the Registrant's Report on
                    Form 8-A dated January 18, 1994.

     4.4            Rights Agreement, dated as of October 29, 1987, between the
                    Registrant and The First National Bank of Boston,
                    incorporated by reference to Exhibit 4.1 to the Registrant's
                    Current Report on Form 8-K (File No. 1-8597) dated October
                    29, 1987.

     4.5            Amendment No. 1 to the Rights Agreement, dated as of June
                    14, 1993, between the Registrant and The First National Bank
                    of Boston, incorporated by reference to Exhibit 10.4 to the
                    Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended April 30, 1993.

     4.6            Amendment No. 2 to the Rights Agreement, dated as of January
                    16, 1995, between the Registrant and the First National Bank
                    of Boston, incorporated by reference to Exhibit 4.6 to the
                    Registrant's Annual Report on 10-K for the fiscal year ended
                    October 3, 1994.

      5             Opinion of Latham & Watkins.

     23.1           Consent of Latham & Watkins (Incorporated in Exhibit 5).

     23.2           Consent of KPMG Peat Marwick LLP.

      24            Power of Attorney (included on page II-5 of this
                    Registration Statement).




                                      II-7

<PAGE>
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{"company-data": {"conformed-name": "COOPER COMPANIES INC", "cik": "0000711404", "assigned-sic": "3851", "irs-number": "942657368", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10997", "film-number": "96622654"}, "business-address": {"street1": "6140 STONERIDGE MALL RD", "street2": "STE 590", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "5104603600"}, "former-company": {"former-conformed-name": "COOPERVISION INC", "date-changed": "19870701"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996

                              REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           The Securities Act of 1933

                           THE COOPER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                            94-2657368
(State or other jurisdiction of    6140 Stoneridge Mall Road, Suite 590       (I.R.S. Employer
 incorporation or organization)          Pleasanton, CA 94588               Identification Number)
                                            (510) 460-3600
                                 (Address of principal executive offices)
--------------------
                                 1996 LONG TERM
                                 INCENTIVE PLAN

                          FOR NON-EMPLOYEE DIRECTORS OF
                           THE COOPER COMPANIES, INC.

                            (Full title of the plan)

                              --------------------
                                Carol R. Kaufman
                       Vice President of Legal Affairs and

                          Chief Administrative Officer
                           THE COOPER COMPANIES, INC.

                      6140 Stoneridge Mall Road, Suite 590
                              Pleasanton, CA 94588

                                 (510) 460-3600

 (Name, address and telephone number, including area code, of agent for service)

                              --------------------
                         Calculation of Registration Fee
===================================================================================================================================
                                                                                        Proposed maximum
Title of each class of securties       Amount to be         Proposed maximum           aggregate offering          Amount of
       to be registered                 registered       offering price per share             price             registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10
share .............................    215,000 shs.(1)            (2)                    2,445,089.00(2)           $843.00
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights(3)         645,000                (3)                        (3)                   $100.00
===================================================================================================================================
(1)      Represents  the  maximum  number  of shares  which  may be  distributed
         pursuant  to  the  Registration  Statement,  absent  operation  of  the
         anti-dilution  provisions of the Plan. Such  additional  undeterminable
         number  of shares as may be  required  by reason of such  anti-dilution
         provisions are hereby also registered. Of those shares, 7,393 shares of
         restricted  stock with 22,179  attached rights to acquire shares of the
         registrant's Series A Junior Participating Preferred Stock, and options
         for 31,250 shares,  have been issued to non-employee  directors subject
         to  approval of the Plan by the  stockholders  of the  registrant.  The
         stockholders of the registrant approved the Plan on March 27, 1996.

(2)      Estimated  for the  purpose of  calculating  the  registration  fee (i)
         pursuant to Rule 457(h) on the basis of the exercise price per share of
         outstanding  options  for  31,250  shares  at $5.91  per  share and the
         purchase price of $.10 per share for 7,393 shares of restricted  stock,
         and (ii)  pursuant  to Rule  457(c) for the  remaining  176,357  shares
         registered  hereunder (the average  ($12.813) of the high ($12.875) and
         low ($12.75) prices for the registrant's Common Stock quoted on the New
         York Stock Exchange on August 23, 1996).

(3)      Rights  to  acquire  shares  of  the   registrant's   Series  A  Junior
         Participating Preferred Stock are attached to and trade with the Common
         Stock of the registrant.  Value attributable to such Rights, if any, is
         reflected in the market price of the Common Stock.  Fee paid represents
         the minimum  statutory  fee pursuant to Section 6(b) of the  Securities
         Act of 1933.

                                         Total Pages 8
                                    Exhibit Index on Page 8
This  Registration  Statement  on Form S-8 of The  Cooper  Companies,
      Inc., a Delaware corporation (the "Registrant"),  covers 215,000 shares of
      common stock,  par value $.10 per share,  of the  Registrant  (the "Common
      Stock")  reserved  for  issuance  under  the  Registrant's  1996 Long Term
      Incentive Plan for Non- Employee  Directors of The Cooper Companies,  Inc.
      (the  "Plan")  and  645,000  Rights to  acquire  shares of Series A Junior
      Participating  Preferred  Stock of the Registrant  attached to said shares
      (computed at the rate of three Rights per share after giving effect to the
      Registrant's  one-for-three  reverse stock split  effectuated in September
      1995). Of those shares,  7,393 shares of restricted stock, and options for
      31,250  shares,  have been  issued to  non-employee  directors  subject to
      approval  of  the  Plan  by  the  stockholders  of  the  Registrant.   The
      stockholders of the Registrant approved the Plan on March 27, 1996.

           The  information  called for in Part I of Form S-8 is not being filed
      with or  included  in this  Form S-8 (by  incorporation  by  reference  or
      otherwise) in accordance  with the rules and regulations of the Securities
      and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following  documents filed with the Commission by the Registrant are
incorporated herein by reference:

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal  year 
               ended October 31, 1995;

        (b)    The Registrant's Current Reports on Form 8-K dated March 5, 1996 
               and May 30, 1996;

        (c)    The Registrant's Quarterly Report  on  Form  10-Q for  the Fiscal
               Quarter ended January 31, 1996;

        (d)    The Registrant's Quarterly  Report on  Form  10-Q  for the Fiscal
               Quarter ended April 30, 1996; and

        (e)    The description of the Common  Stock  which is  contained  in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  on November 2, 1983 and
the  description  of the  Registrant's  Rights  contained  in  the  Registrant's
Registration  Statement  on Form 8-A filed under the Exchange Act on December 4,
1987.

        All Documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

        (Not Applicable)

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        (Not applicable)

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Paragraph  (b)  of  Article  X  of  the   Registrant's   Certificate  of
Incorporation  provides  that each  person  who was or is made a party to, or is
involved in, any action, suit or proceeding by reason of the fact that he or she
is or was a director,  officer or employee of the  Registrant (or was serving at
the request of the Registrant as a

                                      II-1
director,  officer,  employee or agent for another entity) while serving in such
capacity  shall,   except  in  certain  suits  initiated  by  such  persons,  be
indemnified and held harmless by the Registrant,  to the full extent  authorized
by the  Delaware  General  Corporation  Law,  as in effect  (or,  to the  extent
authority for  indemnification  is broadened,  as it may be amended) against all
expense,  liability or loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes or  penalties  and  amounts to be paid in  settlement)  reasonably
incurred by such person in connection therewith.  Paragraph (b) further provides
that rights  conferred  thereby  shall be contract  rights and shall include the
right to be paid by the  Registrant  the  expenses  incurred  in  defending  the
proceedings  specified  above, in advance of their final  disposition,  provided
that, if the Delaware  General  Corporation Law so requires,  such payment shall
only be made upon  delivery to the  Registrant  by the  indemnified  party of an
undertaking  to  repay  all  amounts  so  advanced  if it  shall  ultimately  be
determined  that the  person  receiving  such  payments  is not  entitled  to be
indemnified  under  Paragraph (b) or otherwise.  Paragraph (b) provides that the
Registrant may, by action of its Board of Directors,  provide indemnification to
its agents with the same scope and effect as the  foregoing  indemnification  of
directors, officers and employees.

        Paragraph (b) provides  that persons  indemnified  thereunder  may bring
suit against the Registrant to recover unpaid amounts  claimed  thereunder,  and
that if such suit is  successful,  the  expense of  bringing  such suit shall be
reimbursed by the Registrant.  Paragraph (b) further provides that while it is a
defense to such a suit that the person claiming  indemnification has not met the
applicable  standards of conduct making  indemnification  permissible  under the
Delaware General  Corporation law, the burden of proving the defense shall be on
the Registrant and neither the failure of the Registrant's Board of Directors to
have  made a  determination  that  indemnification  is  proper,  nor  an  actual
determination  by the  Board  of  Directors  that the  claimant  has not met the
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

        Paragraph (b) provides that the right to indemnification and the payment
of  expenses  incurred  in  defending  a  proceeding  in  advance  of its  final
disposition  shall not be exclusive of any other right which any person may have
or acquire  under any statute,  provision  of the  Registrant's  Certificate  of
Incorporation or By-Laws, or otherwise.

        Paragraph (b) also provides that the Registrant may maintain  insurance,
at its expense, to protect itself and any of its directors,  officers, employees
or agents against any expense,  liability or loss, whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

        Finally,  Paragraph  (b)  provides  that the  Registrant  may enter into
indemnification contracts consistent with its provisions. However, the existence
of a contract is not a precondition to indemnification under Paragraph (b).

        The Registrant  maintains  insurance covering its officers and directors
against  certain  liabilities  incurred  in their  capacities  as such,  and the
Registrant is insured against any payments which it is obligated to make to such
persons pursuant to the foregoing indemnification provisions.

        Article VII, Section 7 of the By-laws of the Registrant provides:

        "This  corporation  shall  indemnify,  to the  extent  permitted  by the
        General  Corporation  Law of Delaware as amended from time to time,  (a)
        each of its present and former  officers and Directors,  and (b) each of
        its present or former officers,  Directors,  agents or employees who are
        serving or have served at the request of this corporation as an officer,
        Director or partner (or in any similar position) of another corporation,
        partnership,  joint venture, trust or other enterprise, against expenses
        (including  attorney's  fees),  judgments,  fines  and  amounts  paid in
        settlement  actually  and  reasonably  incurred in  connection  with any
        threatened,  pending or completed action, suit or proceeding, whether by
        or in the right of this  corporation  by a third party or otherwise,  to
        which such  person is made a party or  threatened  to be made a party by
        reason of such  office in this  corporation  or in another  corporation,
        partnership,   joint   venture,   trust   or  other   enterprise.   Such
        indemnification  shall inure to the benefit of the heirs,  executors and
        administrators of any indemnified person.

                                      II-2
To the extent  permitted  by the General  Corporation  Law of  Delaware,
        under general or specific  authority  granted by the Board of Directors,
        (a) this  corporation  by specific  action of the Board of Directors may
        furnish such indemnification to its agents and employees with respect to
        their activities on behalf of this corporation;  (b) this corporation by
        specific   action  of  the  Board  of   Directors   may   furnish   such
        indemnification to each present or former officer, director, employee or
        agent of a constituent corporation absorbed in a consolidation or merger
        with this corporation and to each officer,  director,  agent or employee
        who is or was serving at the request of such constituent  corporation as
        an  officer,   director,  agent  or  employee  of  another  corporation,
        partnership,  joint  venture,  trust or other  enterprise;  and (c) this
        corporation  may  purchase  and  maintain  indemnification  insurance on
        behalf of any of the officers, directors, agents or employees whom it is
        required or permitted to indemnify as provided in this Article."

        Section  145 of the  General  Corporation  Law of the State of  Delaware
empowers a corporation,  subject to certain limitations, to indemnify a director
or officer against expenses (including  attorneys' fees,  judgments,  fines, and
certain settlements)  actually and reasonably incurred by him in connection with
any suit or  proceeding  to  which he is,  by  reason  of the fact  that he is a
director or officer,  a party, so long as he acted in good faith and in a manner
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation, and, with respect to a criminal action or proceeding, so long as he
had no reasonable cause to believe his conduct to have been unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        (Not applicable)

ITEM 8. EXHIBITS

     Exhibit No.      Description

         4.1          Restated  Certificate  of   Incorporation,   as   amended,
                      incorporated   by   reference   to   Exhibit  4(a)  to the
                      Registrant's   Registration   Statement   on   Form    S-3
                      (No. 33-17330).

         4.2          Certificate  of  Amendment  of  Restated   Certificate  of
                      Incorporation  dated  September 21, 1995,  incorporated by
                      reference to Exhibit 3.2 to the Registrant's Annual Report
                      on Form 10-K for the fiscal year ended October 31, 1995.

         4.3          Amended   and   Restated   By-Laws   of  the   Registrant,
                      incorporated   by   reference   to  Exhibit   3.2  to  the
                      Registrant's Report on Form 8-A dated January 18, 1994.

         4.4          Rights  Agreement,  dated as of October 29, 1987,  between
                      the  Registrant  and The First  National  Bank of  Boston,
                      incorporated   by   reference   to  Exhibit   4.1  to  the
                      Registrant's  Current Report on Form 8-K (File No. 1-8597)
                      dated October 29, 1987.

         4.5          Amendment No. 1 to the Rights Agreement, dated as of  June
                      14, 1993, between the Registrant  and  The First  National
                      Bank of Boston, incorporated by reference  to Exhibit 10.4
                      to the Registrant's Quarterly Report on Form  10-Q for the
                      fiscal quarter ended April 30, 1993.

         4.6          Amendment  No.  2  to the  Rights Agreement,  dated  as of
                      January  16,  1995,  between  the Registrant and The First
                      National  Bank  of  Boston,  incorporated  by reference to
                      Exhibit 4.6 to  the  Registrant's Annual  Report  on  10-K
                      for the fiscal year ended October 31, 1994.

         5            Opinion of Latham & Watkins.

         23.1         Consent of Latham & Watkins (Incorporated in Exhibit 5).

                                      II-3
23.2         Consent of KPMG Peat Marwick LLP.

         24           Power   of   Attorney   (included   on   page II-5 of this
                      Registration Statement).

ITEM 9. UNDERTAKINGS

        (a)    The Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this Registration Statement:

                      (i)    To include any prospectus required by Section 10(a)
               (3) of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the registration statement; and

                      (iii) To include any material  information with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information  contained in periodic  reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the  Securities and Exchange Act of 1934 that are
incorporated by reference in this registration statement.

               (2) That, for the purpose of determining  any liability under the
        Securities  Act of 1933,  each such  post-effective  amendment  shall be
        deemed to be a new  registration  statement  relating to the  securities
        offered therein,  and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

               (3) To  remove  from  registration  by means of a  post-effective
        amendment any of the securities  being registered which remain unsold at
        the termination of the offering.

        (b) The Registrant  hereby  undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pleasanton,  State of California, on the 28th day of
August, 1996.

                                    THE COOPER COMPANIES, INC.

                                    By:     /s/ Carol R. Kaufman
                                            ---------------------------------
                                            Carol R. Kaufman
                                            Vice President of Legal Affairs
                                              and Chief Administrative Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below does hereby  constitute and appoint Carol R. Kaufman and Robert S.
Weiss with full power of  substitution  and full power to act without the other,
his true and lawful attorney-in-fact and agent to act for him in his name, place
and stead, in any and all capacities,  to sign any or all amendments  (including
post-effective  amendments) to this  Registration  Statement on Form S-8, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could do in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

         Signature                    Title                          Date

/s/ A. Thomas Bender       
- ----------------------------  President, Chief Executive      August 28, 1996
    A. Thomas Bender          Officer and Director
                              (Principal Executive Officer)

/s/ Robert S. Weiss          
- ----------------------------- Executive Vice President,        August 28, 1996
    Robert S. Weiss           Treasurer and Chief Financial
                              Officer and Director (Principal
                              Financial Officer)

                                      II-5
/s/ Stephen C. Whiteford        Vice President and Corporate     August 28, 1996
- ------------------------------  Controller (Principal Accounting
    Stephen C. Whiteford        Officer

/s/ Allan E. Rubenstein, M.D.   Chairman of the Board of       August 28, 1996
- ------------------------------  Directors
    Allan E. Rubenstein, M.D.   

/s/ Mark A. Filler              Director                       August 28, 1996
- ------------------------------
    Mark A. Filler

/s/ Michael H. Kalkstein        Director                       August 28, 1996
- -----------------------------
    Michael H. Kalkstein

/s/ Donald Press                Director                       August 28, 1996
- -----------------------------
    Donald Press

/s/ Moses Marx                  Director                       August 28, 1996
- -----------------------------
    Moses Marx

/s/ Steven Rosenberg            Director                       August 28, 1996
- -----------------------------
    Steven Rosenberg

                                      II-6
EXHIBIT INDEX

Exhibit

    Number                                     Description

- ----------------      ------------------------------------------------------

     4.1            Restated Certificate of Incorporation, as amended,
                    incorporated by reference to Exhibit 4(a) to the
                    Registrant's Registration Statement on Form S-3 (No.
                    33-17330).

     4.2            Certificate of Amendment of Restated Certificate of
                    Incorporation dated September 21, 1995, incorporated by
                    reference to Exhibit 3.2 to the Registrant's Annual Report
                    on Form 10-K for the fiscal year ended October 31, 1995.

     4.3            Amended and Restated By-Laws of the Registrant, incorporated
                    by reference to Exhibit 3.2 to the Registrant's Report on
                    Form 8-A dated January 18, 1994.

     4.4            Rights Agreement, dated as of October 29, 1987, between the
                    Registrant and The First National Bank of Boston,
                    incorporated by reference to Exhibit 4.1 to the Registrant's
                    Current Report on Form 8-K (File No. 1-8597) dated October
                    29, 1987.

     4.5            Amendment No. 1 to the Rights Agreement, dated as of June
                    14, 1993, between the Registrant and The First National Bank
                    of Boston, incorporated by reference to Exhibit 10.4 to the
                    Registrant's Quarterly Report on Form 10-Q for the fiscal
                    quarter ended April 30, 1993.

     4.6            Amendment No. 2 to the Rights Agreement, dated as of January
                    16, 1995, between the Registrant and the First National Bank
                    of Boston, incorporated by reference to Exhibit 4.6 to the
                    Registrant's Annual Report on 10-K for the fiscal year ended
                    October 3, 1994.

      5             Opinion of Latham & Watkins.

     23.1           Consent of Latham & Watkins (Incorporated in Exhibit 5).

     23.2           Consent of KPMG Peat Marwick LLP.

      24            Power of Attorney (included on page II-5 of this
                    Registration Statement).

                                      II-7